WEBMASTER AGREEMENT

Please carefully read the following Webmaster Agreement (the “Agreement”). When you enroll to become a webmaster with GirlsOutWest.com (the “Program”), you agree to all of the terms and conditions of this Agreement. Please read the following terms and conditions carefully, as they form the agreement between you, the Webmaster, and the Program. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT COMPLETE THE APPLICATION FORM TO BECOME A WEBMASTER. BY COMPLETING THE APPLICATION FORM TO BECOME AN AFFILIATE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.

Enrollment in Program

By completing the necessary form(s) to enroll in the Program, you are representing and warranting to the Program that you are over the age of Eighteen (18) or the age of majority in your jurisdiction, whichever is greater (“Age of Majority”), and that you are capable of entering into this Agreement. The Program reserves the right to either refuse to accept your enrollment or to immediately terminate your membership to Program, if Program, in Program's sole and absolute discretion, believes you to be under the Age of Majority. By completing such form(s) you are also certifying to Program that the laws in your jurisdiction do not in any way prohibit you from entering into this Agreement.

You understand that your ability to perform under this Agreement is contingent upon your ability to access the Internet and that you are solely responsible for any costs associated with your responsibilities under this Agreement including, but not limited to, setting up any websites, connecting to the Internet, maintaining any websites and hosting any websites. You acknowledge and agree that while the Program may offer free hosting at the time that you apply to the Program and/or are accepted to Program, this free hosting service by Program may be revoked at any time and that you will be required to find and pay for hosting services for any websites you create under this Agreement.

License Granted

You are hereby granted a revocable, non-exclusive, non-transferable license to access and download promotional banners, videos, photographs, other promotional materials, and/or promotional materials created by you, provided that such materials are approved by Program in writing (“Promotional Items”), for use on site(s) owned by you (“Referral Sites”). Such Promotional Items are licensed to you for the limited purposes of advertising, marketing and promoting Member Sites. Any and all licenses granted to you pursuant to this agreement shall immediately cease and revert to Program upon the termination or cancellation of this agreement.

You agree not to share any of the Promotional Items with anyone in any way which is not in accordance with the terms of this Agreement and applicable law.

NO LICENSE TO USE CERTAIN ADWORDS AND CERTAIN INTELLECTUAL PROPERTY

Although you are hereby granted a revocable, non-exclusive, non-transferable license to use the names of our various websites in connection with referring traffic to such websites (“Site Names” or “Sites”), you are not, as a part of this non-exclusive, revocable license, permitted to: 1) bid on, purchase or otherwise register/use “GirlsOutWest” or other of the Site Names or use the words “Official”, “Officially” or “Official Site” as keywords (sometimes referred to as 'AdWords') on Internet search engines, such as google.com, ask.com, yahoo.com, msn.com, etc.; 2) use the words “Official”, “Officially”, “Official Site” or any similar verbiage in connection with your promotion of the Sites; 3) use the Site Names in association with any similar or competing website or service; 4) use our Site Names or other intellectual property to create numerous links, often referred to as “link spam”, whether by automated link building or otherwise and/or utilize our Site Names or other intellectual property in a manner intended to or having the effect of increasing the rank of Referral Sites, our Site(s) or any other site(s) on search engines; 5) post or cause to be posted out of context or untrue comments or other notations in the “comments” or similar section of any website(s) with link(s) to any of our Sites; or, 6) register any domain name which incorporates or is a “misspelling” of any of the Site Names. You agree that in the event you violate any part of this section of this Agreement, you will be immediately terminated from the Program, any monies earned but not yet paid will be forfeited, and that you will cooperate fully in transferring any items forbidden by this section to Program as the rightful owner.

Your Website Names

Subject to the limitations in the paragraph above and pursuant to the license granted to you herein, Program will permit you to use any and all Site Names that you may choose in connection with promoting the Sites so long as such website domain name(s) registered by you does not infringe on Program's, Program's affiliated entities' or any third party's intellectual property rights, defame, insult or otherwise harass anyone, and does not promote or suggest any illegal activity.

Representations to Program

You hereby represent and warrant that you will put safeguards in place, including, but not limited to an “age verification” page, so that no persons who have not yet attained the Age of Majority may view any and all Promotional Items which may contain explicit images. You further represent and warrant that you will not “deep link” so that a person referred to the Sites does not first have to confirm that he/she is at least the Age of Majority. You further warrant that you have all legal rights, free from any and all encumbrances and third party claims, to all images, text, script(s), applications, logos and functional elements appearing on all Referral Sites.

No Promotion in Violation of Third Party Terms

You represent and warrant that you will only advertise on services and providers which permit such advertisement. You understand and agree that if you advertise for any service or provider which does not permit such advertising, your account will be terminated without notice and without pay.

Enrollment with Program

The Program endeavors to evaluate every application to us in good faith and as quickly as possible. The Program reserves the right to deny an application for any reason, including but not limited to:

1. You supply us with inaccurate or incomplete data.

Ownership of Promotional Items

You hereby acknowledge and agree that all rights to the Promotional Items belong solely to Program and/or Program's licensor(s).

Emails from You

Program does not permit email marketing or promotion of the Sites. You acknowledge and agree that any email marketing by you will be grounds for immediate termination from Program, without pay.

From Program

You acknowledge and agree that it may be necessary for the Program to email you with information regarding your account with the Program and changes to the Program. You further acknowledge and agree that while Program has the right to send such emails to you, the Program is under no obligation to do so regardless of any emails the Program may have sent in the past or may send in the future.

Necessary Information

If you are a citizen or resident of the United States, you will be required to supply the Program with the Federal Tax ID number or the Social Security Number which corresponds to the name you provide to us as the payee under this Agreement.

You acknowledge and agree that if you fail to provide us with accurate and complete information with respect to your Federal Tax ID or Social Security Number, you will not be entitled to any payments from the Program and all monies earned prior to you supplying the Program with this required information will be forfeited by you to the Program.

You understand and agree that you are required by this Agreement to supply the Program with a valid email address and other contact information, a failure to do so may result in the termination of your membership with Program.
Independent Entities

Nothing in this Agreement is intended by you or the Program to constitute a joint venture or collaboration between you and the Program. You acknowledge that you are in no way an agent, employee or similarly situated employment like relationship. You further acknowledge that you are only an affiliate of the Program and have no authority to act on the Program's behalf or bind the Program to any debt or agreement.

Program Payouts

The Program issues payments to webmaster (each a "Payout") based upon the number of paid subscriptions referred by such webmaster (the "Subscriptions") to the Program, subject to the terms of this Agreement, minimally on a monthly basis, however it is more likely that payments shall be on a bimonthly basis (each a "Pay Period"). Webmasters shall be paid through a revenue share wherein webmasters receive a percentage of all moneys received in connection with the Subscriptions, less all associated costs and fees (the “Rev-Share Program”).

By joining the Program, you understand and agree that the ability to offer certain promotions may be contingent upon minimum and maximum thresholds which may be determined by Program, in its sole and absolute discretion, using multiple factors including, without limitation, trial to paid membership ratios, conversion ratios, chargeback numbers, and traffic volume. The Program reserves the right to modify any such special pricing at any time and/or to eliminate such special pricing (either as a whole or on a Webmaster by Webmaster basis), and/or to terminate you at any time. The Program will notify you of such changes either by email or through posting changes in your account with Program.

Program pays out on a monthly or bimonthly basis. Payouts are based upon the amount of valid referrals, as set forth above, from sites registered by you with Program based upon our ability to track such referrals, which valid referrals result in a valid subscription to any of the Sites ("Valid Subscriptions"). You understand and agree that all Payouts by Program to you, must be cashed within ninety (90) days of such payout's issuance or such will be deemed forfeited by you to Program. You understand and agree that any dispute or question you may have regarding the amount of any Payout(s) must be called to the attention of the Program within ninety (90) days of the issuance of such payment or all your rights with respect to such dispute shall be deemed permanently waived by you. Similarly, in the event that Program believes that any payments were made in excess of the amount due to you, Program brings such overpayment to your attention within ninety (90) days of such payment.

The Program may regularly and/or periodically audit any or all webmaster accounts to confirm compliance with the terms of this Agreement. Any Webmaster found to be in violation of any term of this Agreement will be subject to having such Webmaster’s account(s) terminated and/or suspended.

Change to Payment Information

You agree to notify the Program of any change in your payment information at least five (5) days before the close of any pay period. No changes to your information are valid until you have received written confirmation from the Program.

Invalid Subscriptions

You acknowledge and agree that you shall not be entitled to any compensation from the Program for and subscription if the Program determines or believes, in the Program's sole and absolute discretion, that such subscription is the result of possible fraudulent activity. The following is a partial list of what the Program may deem to constitute fraudulen activity:

- Multiple subscriptions coming from the same I.P. address within a short period of time;

- Multiple or sequential subscriptions with credit cards which have the same bin number;

- Multiple subscriptions from the same credit card number;

- Subscriptions which are cancelled within twenty-four (24) hours of sign-up;

- Credit card used for subscription is in a 'negative' database;

- Credit card with a bin number which is listed in the 'negative' database; and

- A sudden surge in subscriptions from any or all of your sites, when such site(s) suddenly has a drastic increase in subscriptions.

You acknowledge and agree that the foregoing list is not an exhaustive list of all conduct which may constitute fraudulent activity, for which you will not be compensated. You further acknowledge and agree that the foregoing list may be changed at any time, as the Program may deem necessary.

Suspension or Termination

The Program reserves the right to either terminate or suspend your status with the Program in the event that referrals from your sites are subject to a high rate of “chargebacks” or cancellations of accounts. The Program further reserves the right to terminate or suspend your account with the Program if you have a high rate of fraudulent activity with respect to referrals as such are outlined in the immediately preceding section.

Termination

In addition to reasons for termination mentioned previously herein, the Program reserves the right to immediately terminate your account with the Program, without notice to you, if at any time:

- you purchase or attempt to purchase any of our Site Names as a Google AdWord or any similar advertising device;

- you advertise on any service or website in a way which is not permitted by such service or website’s Terms of Use;

- the Program has previously terminated you;

- any of your sites making referrals to the Program has content which does not conform with the laws of Australia;

- the inclusion of any defamatory, obscene, harassing, or content which is otherwise contrary to law;

- any of your sites making referrals to the Program promotes, aids or abets the sale, re-sale or trading of the Program
passwords;

- any Referral Site promotes, aids, abets or constitutes an infringement, misappropriation or violation of any person's or entity's intellectual property rights including, but not limited to, copyrights, trademark rights, right of publicity, patent rights, personal property rights, privacy rights or other rights;

- participating in any activities that may be harmful to the reputation, image, and/or goodwill of the Program and/or the Sites;

- permitting access to or sharing the Promotion Materials to individuals under the Age of Majority;

- attempting to circumvent the Program's and/or the Site's age verification pages;

- the inclusion of any language suggesting that the models appearing on the Sites are under the age of 18 and/or that such models appear to be doing any act which is not in conformity with Australia law;

- a Referral Site has references to; photographs or video depicting; promotes; or in any way suggests the Program or the Sites contain or endorse: child pornography, incest, scat, coffins, defecation, urination, genital mutilation, sacrilegious, teen modeling, actual or simulated rape, sexual violence, menstruation, obscenity, and/or bestiality;

- the inclusion of any links or advertisements promoting any activity which does not conform to the laws of Australia, including, without limitation, promoting drugs, violence, hate speech, and/or violence;

- any material, date, file(s), program or other material which contains viruses, Trojan Horses or any other destructive script or program on any of your sites promoting the Sites. The Program may immediately terminate this Agreement and all monies owed to you by the Program will be deemed forfeited by you.

Cancellation

Either party may terminate this Agreement by delivering to the other written notice of cancellation. An email sent by the Program to the email address associated with your account shall be deemed adequate notice to you, whether or not you actually read such email.

Effect of Termination or Cancellation

Immediately upon termination or cancellation any and all licenses granted to you herein cease and revert to the Program. You agree to immediately remove from any and all websites owned, controlled, managed, and/or maintained by you and destroy all copies of the Promotional Items. If at the time of termination or cancellation you manage, own, operate or otherwise control a website which incorporates the Site Names or misspellings thereof, you agree to transfer such websites to the Program within twenty (20) days of termination or cancellation. Upon the request of the Program, you agree to mail to the Program written confirmation that all Promotional Items have been removed and destroyed. You understand that your failure to comply with this section shall result in irreparable harm to the Program and the intended third party beneficiary. The Program reserves the right to take any and all legal actions necessary to enforce the provisions of this section against you including, without limitation, monetary damages, injunctions, and actions for specific performance. In the event that a Webmaster’s account is terminated as a result of one or more breaches of this Agreement, any Payouts which may be due to Webmaster at the time of termination will be deemed to be forfeited by Webmaster to the Program in partial compensation to the Program for Webmaster’s breach. In the event of such a termination, the Program reserves all rights Program may have against Webmaster in connection with any consequences Program may incur in connection with Webmaster’s breach of this Agreement, including, without limitation, civil liability, costs of recovering any domains controlled by Webmaster which are typos of or substantially incorporate one or more of our Site Names and/or monetary or reputational damages.

NO WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR PERFORMANCE UNDER THIS AGREEMENT AND USE OF THE PROMOTIONAL MATERIALS ARE AT YOUR SOLE AND EXCLUSIVE RISK. ALL MATERIALS AND SERVICES PROVIDED BY THE PROGRAM ARE ON “AS IS, WITH ALL FAULTS” AND “AS AVAILABLE” BASES. THE PROGRAM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE PROGRAM MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE PROGRAM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU ALSO AGREE TO BE SOLELY LIABLE TO PROGRAM FOR THE LOSS OF ANY DATA AND/OR MATERIALS PROVIDED TO YOU BY PROGRAM, INCLUDING BUT NOT LIMITED TO DAMAGE CAUSED AS A RESULT OF HACKING AND/OR VIRUSES.

Indemnification

You agree to defend, indemnify, defend, and hold the Program and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from (a) any breach by you of this Agreement; (b) your use (or misuse) of the Program's services and/or Promotional Materials; (c) all conduct and activities occurring using your account and/or Referral Sites; (d) any item or service sold or advertised in connection with your Referral Sites; (e) any defamatory, libelous or illegal material(s) contained within your Content or material(s) or your information and data; (f) any claim or contention that any of your Referral Sites contain any information, data or other materials which infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity; (g) third party access or use of the Promotional Materials provided to you information and data; (h) any claim related to your website(s); (i) any costs incurred on your behalf as a result of your failure to comply with applicable law; and/or (j) any violation of this Agreement. The Program reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so and the Program is permitted by this Agreement to later seek indemnification from you. You shall not settle any such claim or liability without the prior written consent of the Program, which consent shall not be unreasonably withheld. You understand that the Program will take any and all measures to protect itself from any legal or civil litigation including, but not limited to, removing your website(s) from its servers and/or canceling your account, in Program's sole and absolute discretion. You also understand that the Program will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving you or your Referral Sites.

Notice and Account Information

Notice

Any notice or payment required by or in furtherance of this Agreement may be provided by email to the email address on file for the party to be noticed, or personal delivery by commercial carrier such as FedEx or Airborne. You agree to keep current email and address information on file with the Program for this purpose. Notice shall be deemed effective upon receipt by the other party, except as provided for herein. Notices delivered by overnight carrier shall be deemed delivered on the business day following mailing. Notices mailed by mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day.

In the event that any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.

Waiver of Liability

You hereby waive any and all damages, including interest, on any monies not received by you as a result of your violation of this section.

Jurisdiction and Costs

You hereby agree that all disputes arising out of this Agreement shall be governed by the laws of Australia, excluding its conflict of law provisions. The Parties agree that any dispute between them arising out of or related to this Agreement shall be resolved by binding arbitration conducted under the commercial rules of the ACICA in effect as of the date any such action is initiated. This is an exclusive remedy. Unless another venue is agreed to by both parties, any arbitration conducted shall take place in Australia. The arbitration and proceedings related thereto shall be conducted in English. A single arbitrator will make a determination and render an award within Thirty (30) days of the close of evidence in such arbitration proceeding. The Parties waive right to jury trial and agree that the arbitration award will be final and binding and that judgment will be entered thereon in any court of competent jurisdiction. Notwithstanding the foregoing, any party may seek immediate judicial intervention to obtain injunctive relief. In addition, any party may bring an action in a court of competent jurisdiction to enforce (i) the Arbitration, Venue, and Governing Law provisions hereof and (ii) any arbitration award rendered hereunder, and any such action shall not be deemed a waiver of this arbitration requirement or any other provision hereof.

The venue for any and all legal proceedings (as permitted by the preceding paragraph) arising from or connected with this Agreement, any claim or controversy and all other use of the Program, shall be exclusively in Australia and no Party shall have the right to challenge venue based upon forum non-conveniens or otherwise.

In the event that you or the Program commences any claims, actions, formal legal action, or arbitration to interpret and/or enforce any of the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys’ fees and costs incurred in connection therewith, including attorneys’ fees incurred on appeal.

Non-Transferable or Assignable

You agree and acknowledge that you are not permitted to assign this Agreement to any third party and any attempt to do so will be deemed as your notice of termination.

No Waiver

The Program's failure to enforce any and all remedies shall not be construed as a waiver thereof.

Headings

Headings are used herein for ease of reference purposes and shall not be used in interpreting, construing and/or enforcing this Agreement.

Severability

The invalidity, illegality or unenforceability of any part of this Agreement or any of its terms, as determined by a court of competent jurisdiction, shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.

Entirety of Agreement

Except where expressly stated to the contrary herein, this Agreement constitutes the entire agreement and understanding between you and the Program, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

Binding Agreement

You and the Program acknowledge the legally binding nature of this Agreement. By clicking the “Submit Signup” button, you are acknowledging and affirmatively stating that you have read and understood the terms of this Agreement and that you agree to be bound by this Agreement. You hereby adopt the /s/ mark appearing on the signature line below as your electronic signature on this document.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each signed this document electronically.

_/s/________________________________________