TERMS OF AGREEMENT

1. Abbreviations
   
   This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Silk Cash Affiliate Program (the 'Program'). As used in this Agreement, Silk Cash, a division of Perpetual Images, Inc., 9424 Eton Ave. Unit F, Chatsworth, CA 91311, and 'Affiliate' means the applicant. 'Site' means a World Wide Web site. The SILK CASH Site is located at the URL www.Silk Cash.com. The 'Affiliate's Site' is a Site owned and operated by the Affiliate that will link to the SILK CASH Sites (fallenangelvideo.com, alexandrasilk.com, lucwylder.com, etc).
2. Enrollment in the Program
   
   The Affiliate applies for enrollment in the Program by submitting the enrollment form found on the SILK CASH Site. SILK CASH will evaluate the Affiliate's application and notify the Affiliate of the Affiliate's acceptance or rejection. SILK CASH may reject the Affiliate's application for any reason at its sole discretion. If SILK CASH accepts the Affiliate's application, the Affiliate agrees not to allow any content on the Affiliate's Site which constitutes unacceptable subject matter and to abide by the other Requirements for Affiliates set forth above (which are incorporated herein by this reference).
3. Termination of Affiliate
   
   SILK CASH may at any time and for any reason, at its sole discretion, terminate an Affiliate's participation in the Program. Such termination may be made by postal mail or email. Upon being notified of such termination, the former Affiliate must immediately remove any and all SILK CASH icons and links from the Affiliate's Site to the SILK CASH Site, and must cease making any claims of being an SILK CASH Affiliate. Without limiting SILK CASH's discretionary right to terminate for any reason, as stated above, SILK CASH reserves the right to terminate any account that does not have a valid and functioning email address or if the URL of the Affiliate's Site becomes invalid or inoperative. In the event an Affiliate is terminated from participation in the Program for violating of the terms of this Agreement, the Affiliate will forfeit any earned and unpaid commissions. SILK CASH may in its sole discretion agree to reinstate an account upon receipt of a request for reinstatement in writing sent to affiliate@SilkCash.com.
4. Links on The Affiliate's Site
   
   Upon acceptance into the Program, the Affiliate may post an SILK CASH logo on the Affiliate's site and a link to the SILK CASH site.
5. Referral Fee Schedule
   
   The Affiliate will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by SILK CASH. 'Qualifying Revenues' are revenues derived by SILK CASH from SILK CASH's sales of products with respect to which Affiliate is entitled to a fee (as described below), but excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt. Products returned by customers for refunds shall not qualify for referral fees.
6. Qualifying for Referral Fees
   
   SILK CASH will track all purchases made from the SILK CASH Site by customers who come directly from the Affiliate's Site, or who have come to the SILK CASH Site from the Affiliate Site and have returned later and made a purchase. The Affiliate will receive referral fees from all such purchases as described below. SILK CASH reserves the right to reject any order from any customer for any reason, including, but not limited to the age or location of the customer. For a product sale to be eligible to earn a referral fee, the customer must enter the SILK CASH Site by way of a link from the Affiliate's Site, select and purchase the product using SILK CASH's automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to SILK CASH. Once a customer coming from the Affiliate's Site has registered with the SILK CASH Site, whether or not they have made a purchase, the Affiliate shall qualify for referral fees from that customer, even if the customer comes to the SILK CASH Site by a route other than the Affiliate's Site. If the new customer does not make a purchase within 60 days of registering with SILK CASH, the Affiliate loses any claim to any commissions on later purchases from that customer.
7. Fees From Downline
   
   In addition to fees from customers coming directly from the Affiliate's Site, Affiliates will receive fees from customers coming from the Affiliate's DOWNLINE Sites. A downline Site is a Site that has signed up for the Silk Cash Affiliate Program by coming to the sign up site directly from the Affiliate's Site.
8. Referral Fee Amounts
   
   The base referral fee is 50% for customers coming from the Affiliate's Site and 5% for all downline sites. SILK CASH reserves the right to change these fees upon notification by an alteration to this Agreement posted on the SILK CASH Site. SILK CASH reserves the right to compensate different Affiliates with different referral fees. The Affiliate understands that SILK CASH may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with the Affiliate's Site. Silk Cash does not pay referral fees on sales from the Silk Cash retail stores or the Silk Cash catalog.
9. Referral Fees Credited on Shipping
   
   Referral fees will be credited to the Affiliate's account only at the time the customer's credit card is charged, not at the time the purchase is made. SILK CASH charges the customer's credit card at the time the product is shipped. While SILK CASH does everything possible to maintain adequate stock, out-of-stock items can sometimes delay shipping.
10. Referral Fee Payment
    
    SILK CASH will pay the Affiliate referral fees on a monthly basis. Approximately 30 days following the end of each calendar month, SILK CASH will send the Affiliate a check for the referral fees earned on SILK CASH's sales of qualifying products that were shipped during that month, less any taxes that SILK CASH are required by law to withhold. However, if the referral fees payable to the Affiliate for any calendar month are less than $25, SILK CASH will hold those referral fees until the total amount due is at least $25 or (if earlier) until this Agreement is terminated. If the customer returns a product that generated a referral fee, SILK CASH will deduct the corresponding referral fee from the Affiliate's next monthly payment. If there is no subsequent payment, SILK CASH will send the Affiliate a bill for the referral fee.
11. Identifying the Affiliate as a SILK CASH Affiliate
    
    SILK CASH will make available to the Affiliate one or more icons bearing the SILK CASH logo that will enable customers to 'click' and go the SILK CASH Site. These icons may be changed by SILK CASH from time to time at SILK CASH's sole discretion. Because the Affiliate posts a URL to the icon, which resides on a server maintained by SILK CASH, SILK CASH will be able to change icons at any time without any actions on the part of the Affiliate. SILK CASH reserves all of its intellectual rights to its logo and any other graphic images or text that appears on its icons or the Silk Cash.com website.
12. Term of the Agreement
    
    The term of this Agreement will begin upon SILK CASH's acceptance of the Affiliate's Program application and will end when terminated by either party. Either the Affiliate or SILK CASH may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination by postal mail or email. Upon the termination of this Agreement for any reason, the Affiliate will immediately cease use of, and remove from the Affiliate's Site, all links to SILK CASH's Site, and all SILK CASH trademarks, logos, and all other materials provided by or on behalf of SILK CASH to the Affiliate pursuant hereto or in connection with the Program. The Affiliate is only eligible to earn referral fees on SILK CASH's sales of qualifying products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. SILK CASH may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. Notwithstanding anything to the contrary in this Agreement, Affiliate will forfeit any earned but unpaid commissions at the time of termination if termination of the Affiliate from the Program is with cause.
13. Modification of the Agreement
    
    SILK CASH may modify any of the terms and conditions contained in this Agreement, at any time and in SILK CASH's sole discretion, by posting a change notice or a new agreement on SILK CASH's Site. Modifications may include, but not be limited to, changes in the referral fees, referral fee payment schedules, payment procedures, and Program rules. If any modification is unacceptable to the Affiliate, the Affiliate's only recourse is to terminate this Agreement. The Affiliate's continued participation in the Program following SILK CASH's posting of a change notice or new agreement on SILK CASH's Site will constitute binding acceptance of the change.
14. Relationship of Parties
    
    The Affiliate and SILK CASH are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on SILK CASH's behalf. The Affiliate will not make any statement, whether on the Affiliate's Site or otherwise, that reasonably would contradict anything in this paragraph or in this Agreement as a whole.
15. Fulfillment and Customer Service
    
    SILK CASH is responsible for receiving, processing and shipping of all orders, resolving all customer service problems including shipping, authorization of credit cards, customer questions and returns. SILK CASH is not responsible for delays in shipment: including without limitation delays caused by product availability, failure to authorize customer credit cards, or incomplete information given by the customer. While SILK CASH is infrequently out of stock due to carrying large inventories, SILK CASH cannot guarantee product availability for shipment or sale.
16. Sales Performance
    
    SILK CASH is not responsible for the performance of sales from the Affiliate Site. Affiliates are responsible for their own equipment and software and for compliance with all laws applicable to their sites. Proper web site design and placement of links on the Affiliate Site is solely the responsibility of the Affiliate. SILK CASH is not responsible for sales not attributed to the Affiliate due to improper coding or placement of links.
17. Email Promotions and Spamming
    
    Affiliates may not send any email messages to customers or prospective customers (including any 'spamming') that mention the SILK CASH or associated names (Alexandra Silk, Luc Wylder, Fallen Angel), that utilize or display SILK CASH or associated trademarks, or that feature any SILK CASH or associated products, promotion or content. Affiliate may send promotional email messages that promote the Affiliate Site (without mentioning SILK CASH) to its existing customers, but may not send any unsolicited emails (i.e., no spamming) and may not utilize any third party mailing lists. Affiliate shall comply with all federal and state laws relating to email. Affiliate shall ensure that its promotional email messages contain (i) the words "THIS EMAIL IS AN ADVERTISEMENT", clearly in the body of the email; (ii) clear notice that the recipient may unsubscribe from future email from the Affiliate; (iii) a functioning return email address that remains valid throughout the term of the Affiliate agreement; and (iv) clear notice of the Affiliates' physical postal address. Commercial email messages sent by Affiliates must not contain any sexually explicit images or text. If the message links to a web page that includes sexually explicit images or text, the subject line of the email must begin with the words "SEXUALLY-EXPLICIT", the body of the email must also include the words "SEXUALLY-EXPLICIT", and the link to the Affiliate's web page must be accompanied by a warning that the viewer should not click on the link if he or she wants to avoid viewing sexually explicit images or text. Any violation of this Section 18 may result in immediate termination from the Affiliate Program and forfeiture of any earned commissions not yet paid.
18. Search Engine Placement and Search Terms Advertising
    
    Affiliate may not place search engine advertisements (pay per click, paid advertising, etc.) using the Silk Cash or associated trademarks or brand names (Silk Cash, Silk Cash.com, Alexandra Silk, Luc Wylder, Fallen Angel) without express permission of Silk Cash. For more information, contact luc@lucwylder.com
19. Limitation of Liability
    
    SILK CASH will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if SILK CASH has been advised of the possibility of such damages. Further, SILK CASH's aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the Affiliate under this Agreement.
20. Disclaimers
    
    SILK CASH makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). SILK CASH does not promise, guarantee, represent or warrant that access to the SILK CASH Sites will be error-free, accessible and uninterrupted at any particular time or that SILK CASH will always be able to process orders or information properly or timely. SILK CASH makes no promises, guarantees, representations or warranties in connection with its operation of the SILK CASH Site or its fulfillment or customer service functions or its products.
21. Independent Investigation
    
    The Affiliate acknowledges that the Affiliate has read this Agreement and agrees to all its terms and conditions. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
22. Non Assignment
    
    The Affiliate may not assign this Agreement, by operation of law or otherwise, without SILK CASH's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
23. Non Waiver of SILK CASH's Rights
    
    SILK CASH's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of SILK CASH's right to subsequently enforce such provision or any other provision of this Agreement.
24. Paragraph Headings
    
    Paragraph headings contained herein are for the convenience of the parties only. They shall not be used in any way to govern, limit, modify, or construe this Agreement and shall not be given any legal effect.
25. Governing Law This Agreement will be governed by the laws of the United States and the state of California without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in North Carolina and the Affiliate irrevocably consents to the jurisdiction of such courts.

REQUIREMENTS FOR AFFILIATES

Silk Cash is committed to offering erotic content on the Internet that meets the highest possible standards for acceptability, and that prevents minors from viewing inappropriate material. Therefore we require the following of any Affiliate site. If you do not conform to these requirements, you might be able to do so with simple changes.

1. You must have a notice of age requirements (18 or older) at the entrance to your site before any explicit sexual material, pictures or text. Any depiction of actual sexual conduct should be viewed only following a user passing through age verification. Prior to age verification, the viewing of pictures showing nude individuals is acceptable; however, there must be no sexual activity, self-touching of genitals, or detailed depictions of genitals or the pubic area displayed or described. This standard includes your own content as well as visuals in other banners and advertisements on your site.
2. The following types of subject matter are considered unacceptable and will not be permitted on an Affiliate site.
   1. Incest
   2. Bestiality
   3. Depictions of underage participants (including participants who are dressed and depicted as underage, even though the participants are clearly adults)
   4. Non-consenting or coercive sex (including depictions of sex with individuals who are sleeping or under the influence of drugs or alcohol)
   5. Sex acts associated with violence
   6. Bondage associated with non-consensual behavior.
   7. Urination and defecation
   8. Any website that "takes over" a user's web browser, installing software without the user's permission or not releasing the browser to the user's control (multiple popups) on exit from any page within the affiliate site. (If leaving your site causes a user to reboot their system to close the browser, your site will not be accepted.)
   9. WAREZ sites.
   10. We reserve the right to reject sites on Geocities/Yahoo, Angelfire, AOL/Compuserve, MSN, Tripod, or any other free web host, or any web host on which adult content is not in compliance with the host's terms and conditions.
   Note that should your site have consensual bondage pictures, we may find that acceptable if it is clear that the participants are willing. If you have very heavy bondage material, we may not be able to accept you. We will check and let you know.
3. If your site is members only, registration only or has other restricted areas where the Silkcash banners may be placed, you must provide a user name and password on the application form so these areas can be reviewed for acceptability. Your site must be live and online at the time of review. Because of the review standards above, we DO NOT accept sites that are offline or have not been built.