SleuthCash.com

The Celebrity Sleuth Affiliate Program available through and described at www.sleuthcash.com, as may be modified by Celebrity Sleuth from time to time (the "Program"), is owned and operated by Volterra Ventures Corporation ("Celebrity Sleuth"), a New York corporation. The Program is offered to you ("You") under the following terms and conditions:

1. Program Enrollment. After going through Celebrity Sleuth's registration process for the Program, You will become enrolled in the Program, subject to the terms and conditions of this Agreement.
2. Links; Solicitations. Subject to the terms and conditions of this Agreement, Celebrity Sleuth hereby grants You a non-exclusive license to (i) display, solely on Your website as identified in the Program registration form ("Your Site"), Celebrity Sleuth GIF button links in the form and format provided through the registration process, or text links designed in accordance with the Guidelines attached hereto (each a "Link"), and (ii) establish electronic links between Your Site and Celebrity Sleuth's website located at www.celebritysleuth.com (the "Celebrity Sleuth Site"), using the Links. It is Your responsibility to install and format all Links properly, following instructions available through the registration process, and in accordance with the Guidelines attached hereto. Celebrity Sleuth shall be under no obligation to assist You in installing or formatting the Links. You may not in any way modify the GIF button Links or alter their size without first obtaining Celebrity Sleuth's written consent. You agree to modify the Links, as may be requested by Celebrity Sleuth in its sole discretion, within three (3) days of receiving notice of any such request. You shall, upon termination of this Agreement for any reason, immediately cease all use of the Links and remove same from Your Site. Any email solicitations to prospective Celebrity Sleuth subscribers shall be subject to the Guidelines attached hereto. All users who visit the Celebrity Sleuth Site will be deemed to be Celebrity Sleuth customers and, accordingly, will be subject to Celebrity Sleuth's terms of use, policies, and pricing, as may be modified from time to time by Celebrity Sleuth in its sole discretion. You may not in any way misrepresent the contents of the Celebrity Sleuth Site, its terms of use or its pricing.
3. Referral Fees. Payment processing for the Program is subject to Celebrity Sleuth's terms of payment, which can be found on the Programs Page. Provided You are at all times in compliance with all the terms of this Agreement, for visitors to the Celebrity Sleuth Site who enter the Celebrity Sleuth Site through a Link from Your Site, or as a result of Your email solicitation, and subscribe to the Celebrity Sleuth Site (each a "Qualified Registrant"), You will be paid according to one of the following payment options, which you may select in your sole discretion as part of the registration process: (i) an amount equal to sixty percent (60%) of the Subscription Fees actually received (and not subject to refund, chargeback or contingency) from such Qualified Registrants, or (ii) a "per-signup" fee based on the number of Qualified Registrants each calendar fortnight: twenty-five dollars ($25.00) per Qualified Registrant for the first five (5) Qualified Registrants; thirty dollars ($30.00) per Qualified Registrant for the subsequent five (5) Qualified Registrants; thirty-five dollars ($35.00) per Qualified Registrant thereafter; provided, however, the "per-signup" fee applicable on any given day shall be determined based on the number of Qualified Registrants at the beginning of such day (example: if Qualified Registrants #5, 6 and 7 sign up on the same day, the "per-signup" fee for all such Qualified Registrants shall be twenty-five dollars ($25).) As used herein, "Subscription Fee" shall mean only the fee paid by a Qualified Registrant to access the Celebrity Sleuth Site, after deduction of credit card processing fees. Celebrity Sleuth will provide You with a password for online access to an electronic report detailing the number of Qualified Registrants for a given reporting period. You agree to keep such password confidential and not to disclose it to any third party or allow any third party to use it. Accurate tracking and reporting of Qualified Registrants are subject to proper installation and formatting of the Links on Your Site in accordance with Celebrity Sleuth's instructions. Should a dispute arise regarding Referral Fees payable hereunder, Celebrity Sleuth's records shall govern in determining Qualified Registrants and payments owed hereunder in connection therewith. You may not use any automated signup mechanisms or any mechanisms that may fraudulently inflate the number of Qualified Registrants. You shall be responsible for, and shall pay when due, all taxes and similar charges based on or arising from payments made to You hereunder. Failure to provide appropriate tax documentation, as may be requested by Celebrity Sleuth from time to time, will result in Referral Fees otherwise payable hereunder being withheld.
4. Warranties. You hereby represent and warrant that Your activities in connection with the Program do not and will not violate any applicable laws or regulations.
5. Indemnity. You agree to defend, indemnify and hold Celebrity Sleuth, its officers, employees, shareholders, successors and assigns, harmless (including court costs and attorneys' fees) against any claims, damages, debts, settlements, expenses or liabilities of any type whatsoever arising out of any of Your acts or omissions, or in connection with Your Site, including, without limitation, in connection with any violations of copyright, trademark, obscenity, privacy, defamation, child pornography or anti-SPAM laws.
6. Intellectual Property. Except for the license granted in Section 2 herein, as between the parties, Celebrity Sleuth shall retain all rights, title and interests in and to the Celebrity Sleuth Site, the Celebrity Sleuth domain name, the Links, any images, trademarks or service marks incorporated therein, and all other intellectual property rights related thereto. You will not represent or imply that You are Celebrity Sleuth, an agent of Celebrity Sleuth, or a part of Celebrity Sleuth. You will not use for any purpose (including, without limitation, for so-called "keyword bidding") or register (or make any filing with respect to) any Celebrity Sleuth trademarks or service marks, or names, internet domain names, trade dress or other designations similar thereto or derivative thereof anywhere in the world. Use of any Celebrity Sleuth trademarks or service marks hereunder and any associated goodwill shall inure solely to Celebrity Sleuth or Celebrity Sleuth Worldwide, LLC, as applicable.
7. Termination. Celebrity Sleuth may terminate this Agreement immediately if You breach any provision hereof, or if Celebrity Sleuth receives a third-party complaint regarding Your Site or Your activities in connection therewith, the validity of such complaint to be determined by Celebrity Sleuth in its sole and absolute discretion. You may terminate this Agreement at any time for convenience. Sections 4 through 10 shall survive termination of this Agreement for any reason.
8. Warranty Disclaimer. Celebrity Sleuth MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, THE Celebrity Sleuth SITE, OR THE NUMBER OF QUALIFIED REGISTRANTS, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
9. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EXCEPT FOR BODILY INJURY, Celebrity Sleuth WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (II) IN ANY CASE, FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE REFERRAL FEES PAID TO YOU HEREUNDER DURING THE SIX MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
10. Miscellaneous. Celebrity Sleuth reserves the right to change its referral fees, policies, or the Program, and to modify this Agreement at any time by providing You with an email notice. You shall be responsible for reviewing and becoming familiar with any changes. If Celebrity Sleuth does not receive written notice of termination from You within five (5) business days after notice of changes, it will be assumed that You accept such changes. For all purposes of this Agreement, each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other, and shall not bind or attempt to bind the other to any contract. Nothing contained in this Agreement is intended or is to be construed to constitute the parties as partners or joint venturers, or either party as an employee of the other party. Except as otherwise set forth herein, all notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or e-mail, or upon receipt, if sent by certified or registered mail, return receipt requested. Celebrity Sleuth may assign this Agreement in whole or in part. Celebrity Sleuth will not be responsible for any delay in the performance of its obligations hereunder caused by any acts, omissions, or events beyond Celebrity Sleuth's reasonable control. This Agreement represents the complete agreement and understanding between You and Celebrity Sleuth with respect to the subject matter herein, and supersedes any other written or oral agreement. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws provisions thereof. Unless otherwise elected by Celebrity Sleuth, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the New York state and U.S. federal courts having within their jurisdiction the location of Celebrity Sleuth's principal place of business, and both parties hereby consent to such jurisdiction and venue. In any action to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.

GUIDELINES FOR LINKING

1. Links may not in any way misrepresent the contents of the Celebrity Sleuth Site, its terms of use or its pricing.
2. If not using GIF Links provided by Celebrity Sleuth, You may only use the following phrases to link to the Celebrity Sleuth Site:
   • Nude pics and articles at CelebritySleuth.com
     Only if the actress in question is featured at the Celebrity Sleuth Site:
   • (Actress Name) at CelebritySleuth.com
     ...and then, depending on whether pictures, articles, or both, of the actress in question are featured at the Celebrity Sleuth Site ):
   • (Actress Name) bio, articles and pics at CelebritySleuth.com
3. All links that mention or refer to Celebrity Sleuth shall link to www.celebritysleuth.com, internal pages in the Celebrity Sleuth Site directory, or the Celebrity Sleuth Site approved tour. You may not use "fake gate" pages.
4. You may not make subscription to CelebritySleuth.com a condition to other activities on Your Site.

EMAIL SOLICITATIONS

You may solicit prospective Celebrity Sleuth subscribers via email, provided in doing so You do not use deceptive practices and You comply with all applicable laws and regulations, including, without limitation, privacy laws and the CAN-SPAM Act of 2003. Without limiting the generality of the foregoing, You may only use double opt-in e-mail lists. The opt-in list collecting mechanism must clearly specify that the recipient (i) wants to receive information of an adult nature on "celebrity news" or "film reviews"; and (ii) must be over eighteen (18) years of age and able to legally view material of an adult nature on their computer. All email transmissions must include a working unsubscribe mechanism. All solicitations hereunder are subject to prior written approval and must be submitted for review to affiliate@CelebritySleuth.com, at least five (5) business days prior to broadcast.