Terms and Conditions
Please read the following carefully.
Welcome to Moocash. Before you can become a participant in the Moocash
Webmaster Program, you must first read and agree to all of the
following terms and conditions. Please read the following CAREFULLY.
This is a legal agreement (hereafter the "Agreement") between Moocash,
a Washington state DBA and you (hereafter "You")
The following offer to You to participate in the Program is subject to all
the terms, conditions, limitations and waivers below. You acknowledge and agree
that by participating in the Moocash Webmaster Program, You will be bound
by all the terms and conditions in this Agreement.
1. Rights Granted To You By Us. Subject to the terms and conditions set
forth in this Agreement by Us, We grant to you, the following:
1.1 The non-exclusive right to direct, refer or send visitors or users of
Your Website to websites owned or operated by Moocash or licensed to Moocash (the "Moocash Websites").
1.2 A limited nonexclusive, nontransferable and revocable license to access
and download promotional banners, and other promotional materials created by
ADMINISTRATOR for use on Your Website for the exclusive purpose of advertising,
marketing or promoting the Moocash Websites; however, the license herein
granted shall automatically and immediately cease upon the termination of this
2. Your Warranties To Us. In consideration of
ADMINISTRATOR providing You with Moocash webmaster program benefits, You agree and warrant as follows:
2.1 That You will at no time while You are participating in the Moocash
webmaster program, or using any materials provided to You by Us, directly
or indirectly display or include on Your Website any advertising or advertising
links of any kind which promote Moocash Websites, other than those
advertisements or ad links which have been pre-approved by Us, in compliance
with this Agreement, and which advertise Moocash Websites or other sites,
companies, products or other wide area network addresses which We designate.
The above applies to our Moocash advertisements. This agreement does not
preclude your advertising other programs on your site as well.
2.2 That You will use best efforts to actively
promote Your Website and increase the number of appropriate visitors to it.
2.3 That You will not use any form of mass unsolicited electronic mail
solicitations, news group postings, IRC posting or any other form of
"spamming" as a means of promoting Your Website or for the purpose of
directing or referring users to any Moocash Websites. You further
acknowledge and agree that We have the right to immediately, and without
notice, terminate your participation in the Program if we, in our sole and
exclusive judgement, conclude that you have engaged
in the use of any form of mass unsolicited electronic mail solicitations, news
group postings, password selling or trading, warez,
IRC posting or any other form of "spamming". NOTE: WE HAVE ZERO
TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE
TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL
FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.
2.4 That You will not copy or reproduce, alter, modify or change, broadcast,
distribute, transmit or disseminate any banners or other promotional or
advertising materials provided to You by US pursuant to this Agreement and the
Program in whole or in part, in any manner, at any time anywhere in the World
except as authorized by Us in writing;
2.5 That You will not, directly or indirectly, link
any of the following content or material to any Moocash Websites through
any hyperlinks maintained or created on Your Website:
(i) Obscene material, including without limitation
any material depicting bestiality, rape or torture.
(ii) Any material which is displayed or transmitted in a way as to
constitute harmful matter or indecent communications to minors;
(iii) Any material in which persons under the age of eighteen are depicted
in actual, simulated or suggestive sexual situations;
(iv) Any material not fully in compliance with 18
U.S.C. Sec. 2257 et seq.;
(v) 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,
(vi) Any material which is threatening, abusive,
hateful, defamatory, libelous, slanderous, scandalous or injurious to the
reputation of any person or entity;
(vii) Any material which constitutes an infringement, misappropriation or
violation of any personís intellectual property rights such as copyrights,
trademark rights, rights of publicity, patent rights, personal property rights,
privacy rights or other rights; or
(viii) Any program, file, data stream or other material which contains
viruses, worms, "Trojan horses" or any other destructive feature,
regardless whether damage is intended or unintended, which may cause damage to
any computer equipment, loss or corruption of data or programs or inconvenience
to any person.
2.6 That all materials of every kind, including photographic, videographic, audio and textual materials used in direct or
indirect association with materials provided through the Program shall only be
transmitted, distributed, broadcast and otherwise disseminated by You to
willing adults and shall at all times comply with contemporary community
standards in the communities into which they are so disseminated.
2.7 That You shall remain a Program Participant until You terminate
participation in the program by notifying ADMINISTRATOR by E-mail at
support@Moocash.com of Your intent to terminate Your participation; or Your
participation in the Program is terminated by ADMINISTRATOR for any reason; or
the Program is terminated by ADMINISTRATOR for any reason.
2.8 That You will remain a Program Participant in
good standing at all times You are receiving benefits or are otherwise
participating in the Program.
2.9 That You shall cease to be a Participant in good standing and shall be
subject to immediate termination of all benefits without prior notice if You
fail to perform under or breach any part of this Agreement.
2.10 That if Your participation in the Program is terminated for any reason,
You cease to be a Program Participant in good standing, or You cease to offer
services on the Internet, You shall immediately and permanently cease all use
of all materials provided to You by Us through the Program and that you will
remove all files containing materials provided to You pursuant to the Program
from your website.
2.11 That You are a person over the age of eighteen
(18) years, or over the age of twenty one (21) in those states where 21 is the
age of majority.
2.12 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 Your Website.
2.13 That you will supply ADMINISTRATOR with a Federal Tax ID or Social
Security Number when requested, and that Your failure
to supply that information will constitute a basis for terminating this
Agreement and for forfeiting any commissions or fees to which you would
otherwise be entitled under this Agreement.
2.14 That upon termination of this Agreement you will immediately cease
using ADMINISTRATOR marks and remove any materials supplied to you by
ADMINISTRATOR or referring to the Moocash Websites, including without
limitation any banner ads, from Your Website.
2.15 That all Your warranties, indemnities and
obligations, which by their nature are designed to survive termination, shall
extend beyond the termination of this Agreement.
3. Limitations Of Your Participation In The
Program. You acknowledge and agree that the Program, Your participation in the
Program and Program Benefits are subject to the following limitations:
3.2 ADMINISTRATOR shall at all times have the right, in its sole and
exclusive discretion, to terminate the Program and any and all Program Benefits
relating to Your Participation in the Program at any time and may do so with or
without prior notice or cause.
3.4 ADMINISTRATOR has the right to terminate Yourís
and any other personís participation in the Program at any time and may do so
with or without prior notice or cause.
3.5 Program Benefits are not transferable by You
and may only be used by You in association with Your Website while You are
participating in the Program and are a Participant in good standing.
3.6 All Program Benefits materials, including, without limitation, all
advertising banners, photographic materials, recordings, video, sound, and any
other form of intellectual property provided to You by ADMINISTRATOR as part of
this Program shall remain the property of ADMINISTRATOR 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 ADMINISTRATOR in
3.7 Moocash is a service marks or trademarks of ADMINISTRATOR. All
rights are reserved. Nothing herein shall be construed as a grant or assignment
of any rights in any intellectual property owned by ADMINISTRATOR, including,
without limitation, any of its trademarks or service marks.
4. Moocash Benefits. For each person who becomes a subscriber to Moocash Websites, and who has been tracked and verified by ADMINISTRATOR as a
"referral" or "IP" to one of the Moocash Websites
from Your Website, you will receive a referral fee or commission as set forth
at the "Payout Details" link located at www.Moocash.com
4.1 A "referral" from Your Website, which entitles YOU to a
referral fee or commission, shall be defined as follows:
(i) A person who has been directed to one or more
of the Moocash Websites through the use of a hypertext transfer link
residing on Your Website which is in the form of a banner ad or other
promotional link which automatically connects any person who clicks on said
banner ad or other promotional link to one or more of the Moocash
Websites, and which banner ad or other promotional link has been supplied to
YOU by ADMINISTRATOR as part of the Moocash webmaster program; and
(ii) A person who after having been directed to one or more of the Moocash Websites through the use of the hyperlink banner ad or other promotional
link supplied to You by ADMINISTRATOR residing on Your Website has been
converted into a subscriber by the operator of such sites;
(iii) Payments under your minimum payout amount shall be held over until
such time as the amount owed you is over the minimum payout.
4.2 You acknowledge and agree that You shall not be entitled to a commission
or referral fee for any Moocash Websites subscriber who you sent or
referred to one or more of the Moocash Websites in violation of the terms
of this Agreement, or for any Moocash Websites subscriber who does not
fall within the terms of paragraphs 4.1 (i) &
4.3 You also acknowledge and agree that You shall
not be entitled to a commission or referral fee from ADMINISTRATOR for any
subscription which ADMINISTRATOR determines is the result of possible
fraudulent activity. You further acknowledge and agree that ADMINISTRATOR shall
have the right, in its sole and exclusive discretion, at any time to expand or
modify what it determines to constitute possible fraudulent activity. Without
limiting the foregoing, possible fraudulent activity shall include without
limitation, the following circumstances or activities:
(i) Where there has been an attempt to put through
a credit card with a bin number that is listed in a negative bin number
(ii) Where there have been sequential or multiple attempts to register or
subscribe from a credit card using the same bin number and sequential or
multiple number strings to complete the credit card number.
4.4 You acknowledge and agree that ADMINISTRATOR shall have the right to
terminate the program at any time, for any reason, or for no reason at all, in
its sole and absolute discretion.
4.5 All commissions and referral fees due and payable hereunder shall be
payable in United States Dollars and shall survive termination of this
4.6 The commissions or referral fees payable as part of the Program shall be
listed at the "Payout Details" link located at www.Moocash.com,
and ADMINISTRATOR reserves the right, in its sole and exclusive discretion, at
any time to alter or modify the Program including the method and terms of all
payment benefits to Participants. Any changes posted in the "Payout
Details" link shall be binding upon all Participants, including You,
immediately upon posting said changes at that link by ADMINISTRATOR. It shall
be your sole obligation to check the "Payout Details" link to
determine if there have been any changes in the Program.
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 You and
ADMINISTRATOR, its employees, agents or assigns.
5.1 You acknowledge and agree that We shall have no
control nor ownership interests of any kind in Your business or Your Website.
5.2 You acknowledge and agree that You shall have
no financial or other interest in ADMINISTRATOR or any property owned by
ADMINISTRATOR, its affiliates, licensees, agents, successors or assigns.
5.3 You acknowledge and agree that Your
relationship with Us shall be restricted to matters pertaining to the Program
exclusively and shall be governed entirely by the terms and conditions of this
5.4 You acknowledge and agree that We have no direct or indirect control
over the content of performances or services, the manner of performances or
services, or the time or duration of provision of performances or services by
You on, at or in association with Your Website except as specifically set forth
in this Agreement.
5.5 You further acknowledge that neither ADMINISTRATOR nor any employee,
associate, agent, assign or successor of ADMINISTRATOR shall exert or provide
any direct or indirect control over, monitoring of, supervision of, prior
approval of, or review of the content appearing or otherwise distributed on, at
or in association with Your Website, and that You shall be solely responsible
for any legal liabilities or consequences resulting from the dissemination of
that content on or through Your Website.
6. No Guarantees Or Warranties Of Any Kind. You
acknowledge and agree that ADMINISTRATOR makes no guaranties or warranties of
any kind with respect to the Program or materials provided by, through or in
association with the Program, and all materials are provided to you "as
is", and that use of Program and associated materials, including, without
limitation is solely at Your risk. ADMINISTRATOR disclaims all warranties,
either express or implied including, but not limited to, express or implied
warranties of merchantability and fitness for a particular purpose, with regard
to the Program and any and all materials of every kind supplied to You as part of this Program.
7. ADMINISTRATOR Limited Liability and Liquidated Damages. You acknowledge
and agree that under no circumstances shall ADMINISTRATOR, its employees,
independent contractors, licensees, 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 of the Moocash Websites, or arising from or in connection with the
use of the Moocash webmaster program materials, or due to any mistakes,
omissions, delays, errors, interruptions in the transmission, or receipt of
ADMINISTRATORí services, content or Program materials, including without
limitation any losses due to server problems or due to incorrect placement of
7.1 Notwithstanding the foregoing express limitations of liability, you
acknowledge and agree that should ADMINISTRATOR, its officers, employees,
successors, licensees or assigns be held liable to You 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
8. No Representations Of Success Or Profitability.
You hereby confirm and acknowledge that You have
unilaterally decided to enter an Internet service business and acknowledge that
it is a high risk business. You further confirm, acknowledge and expressly
agree that neither ADMINISTRATOR, any agent, licensee or representative of
ADMINISTRATOR, nor any other person has at any time in the past, represented to
You or has otherwise directly or indirectly communicated in any manner to You
any guarantee, reassurance or any other communication of any kind regarding:
(a) the potential profitability or likelihood of
success of Your participation in the Program as set forth in this Agreement or
(b) the possibility or likelihood that use of any products and/or services
provided by ADMINISTRATOR pursuant to this Agreement can or will result in the recoupment of any funds expended by You for the promotion
of Your Website or any other purpose; or
(c) the existence, nonexistence, size or any other
characteristics of any market for any products or services which involve Your
participation in the Program pursuant to this Agreement.
8.1 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 ADMINISTRATOR. You further expressly agree not to raise
any claim of any kind against ADMINISTRATOR or any of its licensees and You agree to hold ADMINISTRATOR harmless from any claim of
loss to You directly or indirectly resulting from Your decision to participate
in the Program pursuant to this Agreement.
9. No Monitoring Or Supervision Provided By Us. We
shall not monitor, supervise or review, and shall not be responsible for any
content appearing or otherwise distributed on, at or in association with Your
Website including any content which You have received from Us. You assume the
full and sole responsibility and liability for the decision to display or
include content on Your website, to distribute or make
the content available to the viewers of Your website in various geographical
areas, and for all decisions relating to the manner in which You permit or
restrict access to Your website.
10. Term And Termination Of Agreement. You
acknowledge and agree that the term of this Agreement is at will, and this
Agreement and/or the Moocash webmaster program may be terminated by
ADMINISTRATOR, in its sole and exclusive discretion, at any time, without any
advance notice and for whatever reason.
10.1 In the event that this Agreement or the Moocash webmaster program
is terminated by ADMINISTRATOR, 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 ADMINISTRATOR after the date and
time of termination.
11. Entire Agreement; Modification; Assignment. This Agreement constitutes
the entire agreement between You and ADMINISTRATOR
with respect to the subject matter hereof, and supersedes and cancels all other
prior agreements, discussion, or representations, whether written or oral.
11.1 You agree that ADMINISTRATOR may from time to time, in its sole and
exclusive discretion, modify the type and quality of benefits provided to You hereunder either with or without notice. Other terms and
conditions may be modified by Us at any time upon
e-mail notice to You or by posting at a Moocash information web
11.2 You agree that no modification of this Agreement by You, Your
employees, representatives, agents, assigns or successors shall be enforceable
of have any effect unless first reduced to writing and signed by ADMINISTRATORí
duly authorized representative.
11.3 You agree that no officer, employee or representative of You or ADMINISTRATOR has any authority to make any
representation or promise in connection with this Agreement or the subject
matter thereof which is not contained expressly in this Agreement; and You
acknowledge and agree that You have not executed this Agreement in reliance
upon any such representation or promise.
11.4 You acknowledge and agree that the failure of ADMINISTRATOR to enforce
any of the specific provisions of this Agreement shall not preclude any other
or further enforcement of such provision(s) or the exercise of any other right
11.5 You agree that all promises, obligations, duties and warranties made by
You in this Agreement are personal to You and that neither they nor any
benefits hereunder may be assigned by You to any other person or entity.
11.6 You agree that ADMINISTRATOR may at any time, and without prior notice
to you, freely assign all or part of its duties, obligations and benefits
12. Arbitration; Choice of Law. Any and all disputes as to the interpretation
of or any performance under this Agreement which are not first resolved
informally, shall be determined by binding arbitration in Seattle, Washington
in accordance with the rules of the American Arbitration Association. The final
award in any such arbitration proceeding shall be subject to entry as a
judgment by any court of competent jurisdiction, provided that such judgment
does not conflict with the terms and provisions hereof. The jurisdiction of the
arbiter (or arbiters) with respect to legal matters shall be limited only by
the statutory and common law of the State of Nevada and the United States.
12.1 This Agreement is executed in Washington and all its provisions shall be governed by and construed according to the laws
and judicial decisions of the State of Washington and the United States when applicable.
13. All Provisions Of This Agreement Not Deemed Unenforceable Shall Survive
Any Unenforceable Provisions. In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision(s) had never been included. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision.
14. This Agreement Shall Be Deemed To Be Mutually Drafted. For purposes of
construction of this Agreement, both ADMINISTRATOR and You shall be deemed to
have mutually drafted this Agreement and all parts thereof.
15. Review By Your Attorney. We strongly advise
that You review this Agreement with Your attorney
before You enter into it. You acknowledge and agree that nothing herein and no
statement by Us or any employee, representative, agent or other person
associated with Us has in any way prevented or inhibited You in any way from
seeking such advice prior to entering into this Agreement. You hereby
acknowledge and agree that the terms of this Agreement are reasonable and fair;
all terms have been fully disclosed in writing, and that You
have been given a reasonable chance to seek advice of independent counsel with
respect to this Agreement and all transactions associated herewith.
16. Acceptance And Execution Of This Agreement. By
CLICKING ON THE "I AGREE" BUTTON on the signup form, and by supplying
ADMINISTRATOR with all the required information to sign You up to the Moocash webmaster program, You are acknowledging that You agree to all of the
terms, conditions, promises, warranties, duties and obligations set forth in
the above Agreement.