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Affiliate Agreement:

Terms and Conditions


Lifeaccess.com, Inc., a Delaware corporation, with offices at 77 Accord Park Drive Unit B-10, Norwell MA 02061 ("LoveAccess.com, RoommateAccess.com, Apartmentaccess.com, LifeAccess.com") and You (also referred to herein as "Your"), in consideration of the mutual promises and conditions contained herein, hereby agree to the following:

1. Summary of Program The LoveAccess.com Affiliate Program (the "Program") is designed to provide You with the opportunity to earn Referral fees in the amounts set forth in the Compensation paragraph below for each visitor that You refer to LoveAccess.com under this Agreement (a "Referral") that meets the following Criteria ("Criteria"):
i. Each Referral must be a new and unique visitor to LoveAccess.com and must register by completing and submitting the registration form using a valid and unique e-mail address, activate as required, and become a qualified paying member.
ii. Your Referral must follow a link from Your Web site, newsletter or e-mail to LoveAccess.com, in a manner which in LoveAccess.com's sole judgment definitively establishes on LoveAccess.com's system that such Referral was referred directly from You to LoveAccess.com under this Agreement;
iii. Your Referral must pay LoveAccess.com for such membership in U.S. currency in accordance with the terms of such membership;
iv. Each Referral , must be legitimate as determined in good faith by LoveAccess.com (sites which violate the terms of this Agreement, including without limitation, the Link Guidelines under Section 3 below, any applicable law, LoveAccess.com's Terms of Services, or are otherwise determined by LoveAccess.com not to represent valid non-fraudulent Referrals under this Agreement shall not be deemed by LoveAccess.com to be "legitimate"); and
v. LoveAccess.com will have the sole right not to pay Referral fees for Referrals that are fraudulent or have cancellations, terminations, charge-backs, refunds, or other adjustments.

2. Permission To Use LoveAccess.com Links- Under this Program, during the term of this agreement, You will be permitted by Lifeaccess.com, Inc. or any of it's affiliate companies to display the LoveAccess.com banners, buttons and/or hypertext as in effect from time to time (collectively referred to as "Links") on Your Web site and/or newsletter. LoveAccess.com hereby grants to You permission to download the LoveAccess.com Links on Your Web site, subject to Your compliance with the Links Guidelines below and all other terms and conditions set forth herein. You may only use the Links on the specific Web site(s) listed in Your application and approved by LoveAccess.com. The maintenance and the updating of Your site will be Your responsibility. Because You are a member of LoveAccess.com's Affiliate Program and the information within LoveAccess.com is updated often, it will be necessary for You to update the content of Your site on a regular basis to maintain consistency and accuracy between the LoveAccess.com site and Your site. We reserve the right to monitor Your site at any time to determine if You are following the terms and conditions of this Agreement and to notify You of any changes to Your site that we feel should be made or to make sure that Your links to our web site are appropriate and to notify You of any changes that we feel should be made. If You do not make the changes to Your site that we feel are necessary, we reserve the right to terminate Your participation in the Program.

3. Link Guidelines- No Alteration Allowed- The Links must not be altered in any way, including without limitation, design, color, font, proportions and animation. The Links may be displayed in a larger size, but must be increased in size proportionally. LoveAccess.com reserves the right to update, revise or alter the Links in any manner from time to time.
a. Required Link- The Links must always link to the URL provided by LoveAccess.com.
b. Positive Presentation- Your Web site must use the Links in a positive manner. The Links may not be used in a way that could reflect adversely on LoveAccess.com or its products. You may not use the Links on any Web site that disparages LoveAccess.com or its products or services, infringes upon any intellectual property or other rights of LoveAccess.com, contains or promotes "adult", pornographic or obscene material or content, or violates any state, federal or international law.
c. Compliance With Laws- You may not use the Links if Your Web site infringes any parties' intellectual property or other rights, contains or promotes "adult", pornographic or other obscene material or content, or violates any state, federal or international law. You will be responsible for any claims, costs and damages incurred by LoveAccess.com as a result of a violation of this Paragraph.

4. Changes- LoveAccess.com reserves the right to change this Agreement, including without limitation, the Links Guidelines and the Compensation solely at its discretion. Changes will take effect when posted to the LoveAccess.com Web site. If You do not agree to such changes, You may terminate this Agreement via e-mail notice to Affiliate@LoveAccess.com

5. Compensation- We will pay You a referral fee (a "Referral Fee") in U.S. currency for every Referral who meets the Criteria set forth above. We will pay You Referral Fees once every month. Approximately 15 days after the end of each calendar month, we will send You a check for all the Referral Fees earned by You during that period. However, if the Referral Fees payable to You for any month are less than $25, we will hold such Referral Fees until the total amount due to You hereunder is at least $25 or (if earlier) until this Agreement is terminated. You are responsible for informing LoveAccess.com about changes to Your mailing and e-mail addresses. Failure to provide LoveAccess.com with correct addresses, or if checks mailed to You are returned to LoveAccess.com, will result in forfeiture of any amounts otherwise due to You hereunder. You can send updated information to affiliate@loveaccess.com. Any attempt by an affiliate to manipulate, falsify or inflate Referrals, to defraud LoveAccess.com or to violate the terms of this Agreement constitutes immediate grounds for Loveacess.com to terminate this Agreement and will result in forfeiture of any amounts otherwise due to You hereunder.

We now offer a variety of affiliate programs, please contact us for more info.

6. Taxes- You are responsible for the payment of all taxes related to the commissions You earn under this Agreement.

7. Ownership and Property Rights- This Agreement shall not operate as a transfer to You of any rights in or to any of LoveAccess.com's trademarks or logos, except for the limited permission expressly granted hereunder. LoveAccess.com reserves the right in its sole discretion to terminate or modify permission to use the Links at any time. You acknowledge that LoveAccess.com's trademarks and logos are and shall remain the exclusive property of LoveAccess.com or the applicable third-party owner, and all use by You shall inure solely to the benefit of LoveAccess.com or such third-party owner, as applicable. LoveAccess.com reserves the right to take action against any use that does not conform to this Agreement, infringes any LoveAccess.com intellectual property or other right, or violates other applicable law.

8. Term and Termination- This Agreement shall continue until this Agreement is terminated by either party. LoveAccess.com further reserves the right to immediately terminate this Agreement via e-mail notice if:
a. You do not follow the Links Guidelines or otherwise breach this Agreement, as determined solely by LoveAccess.com's judgment;
- or -
b. You attempt to manipulate, falsify or erroneously inflate Referrals (this is immediate ground for LoveAccess.com to terminate this Agreement with You);

9. Any outstanding Referral Fees otherwise due to You will be forfeited if this Agreement is terminated for any reason. LoveAccess.com reserves the right to terminate this Agreement and Your participation in this Program immediately and without notice to You should You commit fraud in Your use of this Program or should You abuse this Program in any way. If any fraud or abuse is detected with respect to any Referral hereunder, or if this Agreement is terminated for any reason, LoveAccess.com shall not be liable to You for any Referral Fees for any and all fraudulent Referrals made hereunder.

10. No Warranty- LOVEACCESS.COM DISCLAIMS ANY WARRANTIES THAT MAY BE EXPRESSED OR IMPLIED BY LAW REGARDING THE LINKS, INCLUDING WARRANTIES AGAINST INFRINGEMENT. Lifeaccess.com, Inc. or any of it's affiliate companies WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, TERMINATION OF THIS AGREEMENT OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

11. Miscellaneous- Referrals who become members of LoveAccess.com through this Program will be considered Members of LoveAccess.com. All LoveAccess.com's Terms of Service, Privacy Statement, rules, policies, and operating procedures will apply to such members. LoveAccess.com reserves the right to change its policies and operating procedures at any time. The parties hereto are independent contractors acting for their own accounts; may not bind, act for or represent the other; and have no agency, partnership or joint venture relationship. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws rules. All notices and communications under this Agreement shall be in writing, and the same shall be given by e-mail (if to LoveAccess.com, to Affiliate@loveaccess.com). This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes any prior agreements and understandings, both written and oral, which may have existed or exist between the parties with respect to the subject matter hereof. This Agreement may not be modified by You except by a writing signed by both You and LoveAccess.com.

12. Proper Age- BY ACCEPTING THIS CONTRACT, YOU CONFIRM YOU ARE AN ADULT OF AT LEAST 18 YEARS OF AGE (19 OR 21 WHERE APPLICABLE).

(Agreement effective July 1, 2002)


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