Terms & Conditions

Welcome to Adultplex.

Before you can become a participant in the Adultplex Program (hereafter the "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 EPINOIX HOLDINGS LIMITED. (hereinafter "Administrator", "Adultplex", "we", "our" or "us") and the person, firm or entity signing up to participate in the Program (hereinafter "you", "Affiliate" or "your").

Your participation in the Program is subject to all the terms, conditions, limitations and waivers below. You acknowledge and agree that by participating in the Program, you will be bound by all the terms and conditions in this Agreement.

Your participation in the Program may be initially accepted, but is subject to further review. We may revoke your acceptance into the Program, for any reason, if we determine you or your website is unsuitable for the Program.

1. Rights To Utilize Our Links

  1.1 Subject to the terms and conditions set forth in this Agreement, you will be provided or have access to our approved banner advertisements, button links and/or text links ("Link" or "Links") to websites specified at www.Adultplex.com. The Link or Links may contain Adultplex's or its entities' logos and/or identifying words. Use of these Link(s) is(are) subject to the terms and conditions hereof. As a participant in the Program, you shall display Links throughout your site. You may not alter, modify or expand the Link(s) in any way, provided a Link may be modified and/or expanded with our written consent. A Link may not alter the look, feel or functionality of any Adultplex Website. You may not link to anything other than the front page of a Adultplex Website except as authorized by us in writing. We may monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

2. Non-Exclusive Limited License and Use of Adultplex Logos and Trademarks

  2.1 We grant you a non-exclusive, non-transferable, revocable license to (i) access Adultplex Websites through Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material (collectively "Adultplex Marks"), solely for the purpose of generating traffic to Adultplex Websites. You may not alter, modify or change the Adultplex Marks in any way. You are only entitled to use the Adultplex Marks to the extent you are a participant in the Program in good standing. You shall not make any specific use of any Adultplex Marks for purposes other than generating traffic to our site. You agree not to use the Adultplex Marks in any manner that is disparaging or that otherwise portrays Adultplex in a negative light. We reserve all of our rights in the Adultplex Marks and all other intellectual property rights thereto. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice, otherwise the rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.

  2.2 You shall not create, publish, distribute or permit any written material that makes reference to us or the name "Adultplex" without first submitting such material to us and receiving our written consent.

3. Advertising and Promotion

  3.1 Prohibition on SPAM. You will not use any form of mass unsolicited electronic mail solicitations, news group postings, bulletin boards posting, Instant Messaging or any other form of "spamming" as a means of promoting your website or for the purpose of directing or referring users to Adultplex Websites. You further acknowledge and agree that if we, in our sole and exclusive judgment, conclude that you have engaged in the foregoing that there are grounds for immediate termination of this Agreement, and all funds otherwise due will be retained by Adultplex as liquidated damages.

  3.2 Email Policy. All email campaigns must be pre-approved BEFORE being sent. To the extent you utilize email to identify and/or aggregate potential consumers, you acknowledge that you have read, understand and will comply with all provisions of the US Federal CAN SPAM legislation enacted on January 1, 2004 ("Controlling the Assault of Non Solicited Pornography and Marketing Act of 2003" or the "Act"), and any updates, changes and/or modifications to the Act, and any other applicable statutes or laws of any other jurisdiction regulating Spam. Your non-compliance with the Act or any other applicable statutes or laws of any other jurisdiction regulating Spam is grounds for immediate termination of this Agreement, and all funds otherwise due to you will be retained by Adultplex as liquidated damages.

  3.3 Harvesting e-mail. You may not harvest e-mail addresses or use automated means to randomly generate addresses.

  3.4 Opt Out Mechanism. You must implement and maintain at all times a functioning, conspicuous opt-out (unsubscribe) mechanism, left operational for thirty (30) days after each email campaign ends. You must remove any customer(s) from your list(s) within ten (10) business days once they have opted-out. Once an opt-out request is received, you may not give that email address to anyone.

  3.5 Notices and Address.

  (a) The exact phrase "SEXUALLY-EXPLICIT:" must be in capital letters as the first 19 characters at the beginning of the subject line. This phrase in the subject line must be in ASCII format.

  (b) The exact phrase "SEXUALLY-EXPLICIT:" must be in capital letters as the first 19 characters in the "brown paper wrapper" area of the email message. The Brown Paper Wrapper refers to the opening portion of the e-mail that is immediately visible to the recipient, without scrolling down or taking any other affirmative steps to view the message. Sexually explicit material can be displayed beneath the "brown paper wrapper" area of the email message or accessible by clicking on a link.

  (c) As CAN SPAM covers both visual images as well as the written word the subject line must not contain text with written descriptions of Sexually Explicit Conduct. Also the "brown paper wrapper" area of the email message must not contain Materials with Sexually Explicit Conduct. Sexually Explicit Conduct means actual or simulated sexual intercourse [including genital-genital, oral-genital, anal-genital, or oral-anal, whether heterosexual or homosexual]; bestiality; masturbation; sadistic or masochistic abuse; or lascivious exhibition of the genitals or pubic area of a human being.

  3.6 False or Deceptive Information; Subject Lines. You may not use false or misleading: headers, subject lines that are likely to mislead the recipient about the content or subject matter, or return Email addresses.

  3.7 Unacceptable Content. You will not, directly or indirectly, link any of the following content or material to any Adultplex Website through any hyperlinks maintained or created on your website nor will you have any of the following content or material on any website which contains a Link to any Adultplex Website:

  (a) obscene material, including without limitation, any material depicting bestiality, rape or torture;

  (b) any material not fully in compliance with United States Code, Title 18, Section 2257 et seq. or any other applicable statutes, or laws of any other jurisdiction;

  (c) 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.;

  (d) any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;

  (e) 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;

  (f) 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; or

  (g) any material which solicits, promotes or otherwise makes available prostitution, gambling, software piracy, warez, password selling, password trading, hacking, cracking, MP3s, Credit Card numbers, or the like.

  3.8 Adult Audience. You agree that all materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with 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 regions into which they are so disseminated. At no time will material be displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors.

4. Power to Enter into Agreement

  4.1 You (if an individual) warrant and represent that you are a person over the age of majority in the community in which you reside (eighteen (18) years, or over the age of twenty one (21) in those countries and states where 21 is the age of majority);

  4.2 You warrant and represent that you do not own or operate a business with a person who is not over the age of majority in the community in which they reside (eighteen [18] years, or over the age of twenty one [21] in those countries and states where twenty-one [21] is the age of majority);

  4.3 You warrant and represent that you are the person who owns or is otherwise is entitled to contract on behalf of the entity that owns the rights to your website;

  4.4 You warrant and represent that you will supply Administrator with a Federal Tax ID or Social Security Number upon commencement of this Agreement, or upon request and that your failure to supply that information will constitute a basis for terminating this Agreement and for Adultplex retaining any commissions or fees to which you would otherwise be entitled under this Agreement as liquidated damages; and

  4.5 You warrant and represent that you will provide us with valid contact information, including without limitation, your full name, email address and mailing address (PO Boxes are not acceptable - Payments will NOT be issued to a PO Box). You must obtain written permission to participate in the Program if you operate from the following nations and regions: Afghanistan, Albania, Armenia, Azerbaijan, Bahrain, Baltics, Bangladesh, Belarus, Belgium, Bemen, Bhutan, Bosnia and Herzegovina, Brunei, Bulgaria, Cambodia, China, Croatia, Cyprus, Czech Republic, Egypt, Hungary, India, Indonesia, Iran, Iraq, Israel, Japan, Jordan, Kazakhstan, Korea (North & South), Kuwait, Kyrgyzstan, Laos, Latvia, Lebanon, Lithuania, Macedonia, Malaysia, Maldives, Malta, Mexico, Moldova, Mongolia, Montenegro, Myanmar, Nepal, Oman, Pakistan, Palestinian Authority, Philippines, Poland, Qatar, Russia, Saudi Arabia, Serbia, Singapore, Slovakia, Slovenia, Spain, Sri Lanka, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, United Arab Emirates, Ukraine, Uzbekistan, Vietnam, Yemen, Yugoslavia.

5. Cooperation with Investigations

  5.1 We reserve the right to cooperate in any investigation relating to activities involving any violation of this Agreement, including disclosure of your account information to third parties.

6. Indemnification

  6.1 You hereby agree to defend, indemnify and hold us and our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, affiliates, members, and other owners, harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees [any or all of the foregoing hereinafter referred to as "losses"]) insofar as such losses, or actions in respect thereof, arise out of or are based on (1) any failure or breach of any representation, warranty, covenant, or agreement made by you herein; (2) any misuse of the Adultplex name or Adultplex Marks; or (3) any claim related to your site, including, without limitation, content therein not attributable to us.

7. Commission/Referral Fees

  7.1 For each person who follows a Link from your website to a Adultplex Website and becomes a subscriber to a Adultplex Website, you will receive a referral fee or commission as set forth at the "Programs" link located at www.Adultplex.com. In order for a commission to be paid, the visitor who you referred to a Adultplex Website will be tracked by our internal tracking system. No commission will be paid if the visitor to our site cannot be tracked by our system. All commissions and referral fees due and payable hereunder shall be payable in United States Dollars. We reserve the right to reject traffic that does not comply with certain requirements that we have periodically, or may in the future, establish. We will be solely responsible for all aspects of traffic recording. We will track the volume of traffic generated by your site and will make unaudited reports, summarizing this activity. The form, content and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted. You shall not be entitled to a commission or referral fee from us for any subscription that we reasonably determine is the result of possible fraudulent activity or where we, in our sole opinion, determine that your aggregate account activity differs from historical or industry averages.

8. Deemed Customers

  8.1 Each visitor who follows a Link from your website to a Adultplex Website and becomes a subscriber to a Adultplex Website will be deemed to be a customer of Adultplex.

9. Charge-Backs

  9.1 Affiliates who have charge-backs of two (2%) percent or greater, or credit-backs of five (5%) percent or greater may be terminated from the Program. Credit-back is defined as customers who cancel their memberships and receive a credit. Charge-back is defined as a refund of payment initiated by the customers credit card company after the charge has been processed.

10. Modifications to Program

  10.1 We reserve the right, in our sole and exclusive discretion, at any time to alter, to modify, or to terminate the Program including the method and terms of all payment benefits to Participants. Any changes posted in the "Cash Programs" link shall be binding upon you immediately upon posting said changes at that link, unless we designate otherwise. It shall be your sole obligation to check the "Programs" link to determine if there have been any changes in the Program. Notwithstanding the foregoing, we have the right, in our sole and exclusive discretion, to restructure and adjust commissions or referral fees ("Adjusted Fees") on an individual basis by providing written notice to you. The Adjusted Fees shall supersede the commissions or referral fees listed at the "Programs" link located at www.Adultplex.com , as amended from time to time.

11. No Joint or Collaborative Venture

  11.1 Nothing in this Agreement is intended to create or constitute a joint or collaborative venture, employment relationship or partnership of any kind between you and Adultplex. You acknowledge and agree that we have no control or ownership interests of any kind in your business or your website. You acknowledge and agree that you have no financial or other interest in Adultplex or any property owned by Adultplex, its affiliates, licensees, agents, successors or assigns.

12. Limitation of Liability

  12.1 Neither we nor our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, affiliates, members, and other owners, will be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, Adultplex's performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability, and your total recovery, arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement or Five Hundred ($500.00) Dollars, whichever is less. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.

13. No Representations of Success or Profitability

  13.1 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: the potential profitability or likelihood of success of your participation in the Program as set forth in this Agreement or otherwise; 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 the existence, non-existence, size or any other characteristics of any market for any products or services which involve your participation in the Program pursuant to this Agreement. You hereby confirm and acknowledge that we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any service interruptions or errors.

14. No Monitoring or Supervision Provided By Us

  14.1 We have no obligation to monitor, supervise or review content appearing or otherwise distributed on, at or in association with your website. 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.

15. Term and Termination of Agreement

  15.1 You acknowledge and agree that the term of this Agreement is at will, and this Agreement and/or the Program may be terminated by Administrator, in its sole and exclusive discretion, at any time, with or without prior notice or cause. You may voluntarily elect to terminate your participation in the Program by notifying Us by E-mail of your intent to terminate your participation at least twenty (20) days in advance. If this Agreement is terminated because you have violated, failed to perform, or breached, any part of the terms of this Agreement, you are not eligible to receive any commission or referral payments, even for commissions earned prior to the date of termination. Such commissions or payments will be retained by us as liquidated damages. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commission earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

16. Survival

  16.1 All your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

17. Entire Agreement; Modification; Assignment

  17.1 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.

18. Waiver

  18.1 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 hereunder.

19. Assignment

  19.1 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. Administrator may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.

20. Arbitration; Choice of Law

  20.1 The parties agree that any dispute, claim or demand arising out of or in relation to this Agreement (excluding claims concerning the validity, ownership or control of the Adultplex Marks; any claim asserted by one party against the other party arising out of the subject matter of any court litigation or proceeding commenced by any third party against one party in which the other party is an indispensable party or third party defendant; or any claim asserted by a third party which is not bound and will not, upon request of either party, agree to arbitrate subject to the arbitration rules provided herein against one party in which the other party is an indispensable or necessary party) which are not first resolved informally, shall be determined by binding arbitration in Toronto, Canada in accordance with the Rules of Procedure for the Conduct of Arbitrations of the Arbitration and Mediation Institute of Ontario in effect on the date of commencement of such arbitration. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the Province of Ontario and Canada.

21. Severability

  21.1 If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.

22. Independent Review

  22.1 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE 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 COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN ASSET FORTH IN THIS AGREEMENT.

23. Headings

  23.1 The headings in this Agreement are for convenience only and do not in any way limit or amplify the terms or conditions of this Agreement.