1. Rights granted to Webmaster by NakedRhino® by entering into this Agreement:
· 1.1 The non-exclusive right to direct, refer or send visitors or user traffic from Webmaster website(s) to websites owned, operated or controlled by NakedRhino®;
· 1.2 A limited nonexclusive, nontransferable and revocable license to access and download promotional materials for use on Webmaster website(s) for the exclusive purpose of advertising, marketing or promoting the participating NakedRhino® websites; however, the license herein granted shall automatically and immediately cease upon the termination of this Agreement

2. Partner agrees and warrant as follows:

· 2.1 That You will prominently post an "ADULTS ONLY" Warning Notice on your site(s) stating that your site is only suitable for Adults and that minors are not permitted;
· 2.2 That You will not, directly or indirectly, link any of the following content or material to any participating NakedRhino® website through any hyperlinks, maintained or created on your website(s), and that You further acknowledge that any violation of these following provisions will result in all of your accounts being terminated:
§ 2.2(a) Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq.;
§ 2.2(b) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc;
§ 2.2(c) Any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
§ 2.2(d) Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights;
· 2.3 That You will not engage in any of the following activities and you acknowledge that any violation of these provisions will result in all of your accounts being terminated:
§ 2.3(a) promote or contain content of: Warez, Passwords, MP3, Bestiality, Rape, Child Pornography or any acts of violence;
§ 2.3(b) attempt to mislead or defraud NakedRhino in any way;
§ 2.3(c) generate hits or signups as a requirement to enter or obtain access to goods or services on your (or someone else's) web site(s);
§ 2.3(d) utilize any sort of mechanism or effort that falsely generates hits or signups, including signups by the webmaster. If you wish to perform a test signup you must first E-mail vegas@nakedrhino.com;
§ 2.3(e) generate accounts from Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Czech Republic, Estonia, Georgia, Hong Kong, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea (North and South), Kyrgyzstan, Latvia, Lithuania, Macedonia, Malaysia, Moldova, Pakistan, Philippines, Poland, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Trinidad, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Venezuela, and Yugoslavia;
· 2.4 if your participation in the Program is terminated for any reason, You cease to participate in the Program for more than five (5) days, You cease to be a Program participant in good standing, You change your website's URL or You cease to offer services on the Internet, You shall immediately and permanently cease all use of all NakedRhino® materials and that you will remove all files containing NakedRhino® materials from your website(s);
· 2.5 that You are a person over the age of eighteen (18) years in states where 18 is the age of majority, or 21 in states where 21 is the age of majority, and that you are competent to enter into this Agreement;
· 2.6 that You are the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights to the website(s);
· 2.7 that you will supply NakedRhino®, or its authorized agent, with a Federal Tax ID or Social Security Number when requested;
· 2.8 that upon termination of this Agreement You will immediately cease using marks owned by NakedRhino and remove any materials supplied to you by NakedRhino®;

3. Partner Agreed Mailing Requirements:

· 3.1 that as a Partner and participant in the Program, You agree to abide by all of the additional provisions and prohibitions set forth in this paragraph and its subparts relating to “spamming activities” and the transmission of emails containing sexually oriented content. All Partners, including You, are required to inform themselves of the provisions of the federal CAN-SPAM Act of 2003 (also known as the “Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003) and must, as a condition of participation in this Program, abide by all of the provisions of that Act. Any violation of the CAN-SPAM act by a Partner constitutes a material breach of this Agreement and will subject that Partner to immediate termination from the Program. Should NakedRhino® determine, in our sole discretion that You have violated any portion of Section 3.1 or its subparts, your account will be terminated immediately, You will be ineligible to sign up for another account, You will not be paid for any traffic or subscriptions generated as a result of this violation; and your registration information may be turned over to complaining parties (including AOL).These provisions include but are not limited to:

§ 3.1(a) Partner must have opt-in email addresses;
§ 3.1(b) Partner must have a working remove link on all mailings;
§ 3.1(c) Partner must have a working email address where these remove requests must be removed immediately from your list;
§ 3.1(d) Partner must have ALL AOL email addresses purged from the list;
§ 3.1(e) Partner is strictly prohibited from transmitting e-mail that makes use of or contains invalid or forged headers, invalid or non-existent domain names or other means of deceptive addressing (“counterfeit e-mail”);
§ 3.1(f) Partner is strictly prohibited from transmitting e-mail that is relayed from any third party's mail servers without the permission of that third party, or which employs similar techniques to hide or obscure the source of the e-mail;
§ 3.1(g) Partner must have lawful subject line, that is accurate as to the content of the message, and which incorporates the FTC subject line logo requirements when implemented by the FTC;
§ 3.1(h) Partner cannot include sexually explicit content in the email itself, only via hyperlink;

4. Limitations Of Your Participation In The Program: You acknowledge and agree that your participation in the Program and Program benefits are subject to the following limitations:

· 4.1 NakedRhino®, in its sole and exclusive discretion, shall have the absolute right at any time without prior notice or cause to change, modify or terminate the Program;
· 4.2 NakedRhino®, in its sole and exclusive discretion, shall have the absolute right to terminate any Partner from participation in the Program at any time and may do so without prior notice or cause;
· 4.3 all Program benefits materials, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property owned by NakedRhino® shall remain the property of NakedRhino and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by NakedRhino® in writing.

5. No Joint Or Collaborative Venture; No Monitoring Or Control Of Your Content By Us: Nothing in this Agreement is intended by Us or You to create or constitute a joint or collaborative venture or partnership of any kind between You and Us, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between the Partner and NakedRhino®, its employees, agents or assigns. NakedRhino® shall have no control nor ownership interests of any kind in the Partner business. You shall have no financial or other interest in NakedRhino® or any property owned by NakedRhino®, its subsidiaries, agents, successors or assigns.

6. NakedRhino Limited Liability and Liquidated Damages. You acknowledge and agree that under no circumstances shall NakedRhino®, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any NakedRhino® website, or arising from or in connection with the use of the Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of NakedRhino® services, content or Program materials. You expressly acknowledge and agree that the success any of its business endeavors which involve your participation in the Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, Your administrative capabilities, etc., and that the ultimate success or failure of Your business rests with You and not NakedRhino®. You further expressly agree not to raise any claim of any kind against NakedRhino® and You agree to hold NakedRhino® harmless from any claim of loss to You directly or indirectly resulting from your decision to participate in the Program pursuant to this Agreement. Notwithstanding the foregoing express limitations of liability, You acknowledge and agree that should NakedRhino®, its officers, employees, successors, or assigns be held liable to You, in a court of law, for damages, injuries or losses of any kind, directly or indirectly resulting from Your participation in the Program, that the total dollar amount of liquidated damages for any and all of your claims, injuries, damages or losses shall not exceed a total of ten dollars ($10.00);

· 6.1 In the event that this Agreement or the Program is terminated by NakedRhino®, You shall be entitled to all unpaid commissions or referral fees earned by You prior to the date and hour of termination. However, You shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received by NakedRhino® after the date and time of termination of the Program;
· 6.2 This Agreement is executed in Broward County, Florida and all its provisions shall be governed by and construed according to the laws and judicial decisions of the State of Florida and the United States when applicable.

7. Acceptance And Execution Of This Agreement. By clicking the signup button, and by supplying all of the required, and by receiving an acceptance letter from Naked Rhino® regarding your inclusion into the Program, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.