THIS IS A LEGAL AGREEMENT BETWEEN YOU AND EXCEL MEDIA S.L. COMPANY. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE AFFILIATE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

GENERAL TERMS APPLICABLE TO THE ARS PROGRAM,
THE SITE PASS PROGRAM, AND THE BYOT PROGRAM

1. Enrollment in this Program. To begin the enrollment process, you will submit a completed application through our website: http://www.sly.tv. In order to enroll and participate in the Affiliate Program, you must be over the age of eighteen (18) years, or over the age of majority if you reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years. You may not participate in the Affiliate Program in any way if you are not of the age of majority in the state, province or country where you reside and/or conduct business. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine that your site(s) are unsuitable for the Program for any reason. Our reasons may include, but are not limited to, that we believe your site(s) incorporate images or content that are unlawful, defamatory, obscene, harassing or otherwise objectionable. We may also reject your application if we believe your site(s) facilitate illegal activity, promote violence or promote or assist others in promoting copyright infringement or if you provide incomplete and/or inaccurate information on your submitted application.

2. Responsibility for Your Site. While we will review your site(s) for suitability in the Affiliate Program, you will be solely responsible for the development, operation and maintenance of your site(s) and for all materials that appear on your site(s). We shall have no responsibility for the development, operation and maintenance of your site(s) and for any materials that appear on your site(s). You shall also be responsible for ensuring that materials posted on your site(s) do not violate or infringe upon any laws including, but not limited to, 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site(s) are not libelous or otherwise illegal (including depictions of actual, implied or simulated bestiality, rape, incest, child pornography, or any other content deemed inappropriate or illegal). You must have express permission to use another party's copyrighted or otherwise proprietary material. We will not be responsible if you use another party's copyrighted or otherwise proprietary material in violation of the law.

A. Child Pornography.

We are especially adamant in assuring that no sites associated in any way with the ARS Program, the Site Pass Program and/or the BYOT Program contain child pornography. We maintain a zero tolerance policy towards anything related to child pornography and reserve the right to cooperate with law enforcement authorities in any child pornography investigations. Not only do we prohibit pictures which depict or insinuate sexual images of persons under the age of eighteen (18), we also prohibit words which may insinuate sexual images of persons under the age of eighteen (18).

In addition to any other words we may deem to be inappropriate, the following is a list of words (which may be amended at any time) which, along with any derivatives thereof may not be used anywhere in the HTML or graphics on your site(s):

If we determine that you have violated the Company’s zero tolerance policy against child pornography, your membership in the Program will be terminated immediately. You will forfeit all monies and accumulated rewards points otherwise due you.

B. Bulk E-Mailings: Acceptable and Non-Acceptable Use.

Webmasters may promote products through the transmission of bulk e-mail. Webmasters may not promote products through the transmission of unsolicited bulk e-mail (UBE). If you chose to transmit bulk e-mail, you must have an existing and provable relationship between the e-mail recipient and the sender. You, or the sender of the bulk e-mail, must have obtained the recipients e-mail address through a verifiable opt-in procedure. If we receive a complaint from a person who received a promotional e-mail from you, we will require that you demonstrate to us that the recipient did not receive UBE from you or someone transmitting the e-mail on your behalf. Failure to demonstrate this will result in your termination from the ARS Program.

In addition to the long standing prohibition against the transmission of unsolicited bulk-e-mail, you may not mail to mailing lists which are non-exclusive (traded or purchased). If you choose to e-mail to an e-mail list, you must be the originator of that list or have purchased the exclusive right to use it. If you purchased or leased the list, you must produce a contract from the originator of the list giving you the exclusive right to mail to it. You must have clearly stated and functioning opt-in and opt-out mechanisms in your mailers. If we receive, what in our sole opinion, is an unreasonable number of complaints relating to one or more of your mailings, we reserve the right to terminate your account immediately or to request the database of e-mail addresses you are mailing to. The database must include IP addresses along with the dates and times the recipients opted in to receive e-mailings. Failure to strictly comply with one or more of these provisions will result in the immediate termination of your account and you will forfeit all unpaid monies earned and all accumulated reward points.

The following acts are also strictly prohibited and your participation in the ARS Program will be terminated if you engage in them:

1. You may not transmit e-mail that makes use of or contains invalid or forged headers, invalid or non-existing domain names or other means of deceptive addressing;
2. You may not transmit 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. You may not harvest or collect screen names from any internet service provider (ISP) for the purpose of sending unsolicited e-mail.

Many ISPs, such as America On Line, Inc. (AOL), have policies and procedures relating to mass mailings to their members. We suggest you familiarize yourself with such policies and abide by them. AOL’s policy can be found at www.aol.com/info/bulkemail.html.

Should any law enforcement agency, internet service provider or other person or entity provide COMPANY with notice that you have engaged in transmission of unsolicited e-mails or have engaged in otherwise unlawful conduct or conduct in violation of an internet service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information.

C. Other Grounds for Termination.

In addition to the foregoing, we will immediately terminate your participation in the ARS Program if we believe you have engaged in any of the following:

• Altering by electronic, mechanical or automated means or other technologies, that may now exist or come into existence, the ARS webmaster affiliate code or ARS site URLs belonging to or identified with accounts other than your own, or causing the modification or substitution of ARS webmaster affiliate code or ARS side URLs belonging to or identified with accounts other than your own that may reside within or originate from a third party system in the form of bookmarks, cached pages, cookies or other stored forms that may be passed to the ARS system and/or the system(s) operated by the owners of ARS approved paysites by user operation of said third party system;
  
• Any form of spamming including, but not limited to unsolicited email, IRC postings, newsgroups, and/or instant messaging clients;
  
• Publishing, transferring, reassigning, disclosing, distributing, or permitting any other person to use your ARS account;
  
• Providing inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information;
  
• Attempts to cheat, defraud or mislead us in any way;
  
• Misrepresenting to the public the terms and conditions of the ARS approved websites or your site(s);
  
• Promotion of ARS or ARS approved websites on password sites, MP3 sites or warez sites;
  
• Owning or operating a website in connection with a person who is under eighteen (18) years of age; and/or under the age of majority in states, provinces or countries where the age of majority is greater than eighteen (18) years;
  
• Inclusion of stolen or unauthorized content on your site(s); and
  
• Operating from a foreign country from which COMPANY will not accept accounts including, but not limited to:

  Afghanistan, Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Cuba, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Iran, Iraq, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Malaysia, Moldova, North Korea, Oman, Pakistan, Qatar, Philippines, Romania, Russia, Saudi Arabia, Singapore, Slovakia, Slovenia, Sudan, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Yemen, and Yugoslavia.

3. Term of the Agreement. The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address in our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. 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 commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

4. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address in our records, or notice posted on our site, is considered sufficient notice to you of a change to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of modifications or a new agreement on our site, will constitute your binding acceptance of the change in terms and conditions.

5. Relationship of Parties. You and COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site(s) or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of the terms of this Agreement.

6. Limitation of Liability. We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

7. Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms. You further represent and warrant that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons, and neither violate nor constitute a default under (i) the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

8. Confidentiality. We may disclose to you certain information as a result of your participation in the Affiliate Program which we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to:

A. Any modifications to the terms and provisions of this Agreement made specifically for you or your site(s) and not generally available to other members of the Affiliate Program;

B. Website, business, and financial information relating to COMPANY; and

C. Customer and vendor lists relating to COMPANY and any members of the Affiliate Program other than you.

Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose, except to the extent that any such information is generally known or available to the public or if disclosure is required by law or legal process.

9. Indemnification. You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), insofar as the losses (or actions in respect thereof) arise out of, or are based on,

A. Any claim or threatened claim that our use of your trademark(s) infringes on the rights of any third party;

B. The breach of any promise, covenant, representation or warranty made by you herein; or

C. Or any claim related to your site(s).

10. Disclaimers. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY COMPANY SERVICES, OR ITEMS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Miscellaneous. Terminated accounts, except as expressly provided in Section 17 herein, cannot later apply to the Affiliate Program without our express written consent. This Agreement will be governed by the laws of the United States and the State of Nevada, without reference to rules governing choice of laws. The sole and exclusive venue for any action arising under this Agreement will be the state and federal courts sitting in Las Vegas, Nevada, and you hereby submit to the jurisdiction and venue of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and shall be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

TERMS SPECIFIC TO THE
ADULT REVENUE SERVICE AFFILIATE PROGRAM

12. Single Application. We only allow one application per 24-hour period. If your application was rejected because you submitted erroneous information, please resubmit an application with correct information the following day.

13. Forms of Promotion. As the owner/operator of an affiliate website of COMPANY ("Affiliate Site"), you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links (collectively referred to herein as “Links” or “the Links”) to ARS approved websites, however, you CANNOT SPAM. (See Section 2B)
Allowable promotional links may contain COMPANY's trade names, service marks, and/or logos for display on your Affiliate Site(s). Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site(s) for the sole and exclusive purpose of promoting ARS approved websites. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.

We have implemented a multi-site join option, the purpose of which is to provide potential members, who may have chosen not to purchase a single site membership, with an incentive to join. You may not specifically promote the multi-site join option as a means to generate membership sales. You may only promote single site memberships. If we become aware that you are specifically promoting the multi-site join option, you will not be paid for any resultant sign-ups. Violation of this procedure may also result in termination of your participation in the ARS Program.

14. Commissions for Sign-ups to ARS Approved Subscription Based Adult Content Paysites. As a participating member in the ARS Program you have two forms of commission payout available to you for sign-ups to ARS approved paysites: (a) payout based on uniques; and (b) payout based on sign-ups.

A. Per Unique: We will pay you a commission equal to eight cents ($.08) per unique; provided however, that you must convert at a rate equal to or better than one sign-up for every 650 (1:650) uniques. In the event your conversion ratio is higher than 1:650 (one sign-up for every 650 uniques), you will automatically be placed in the "per sign-up" (i.e., "referral") program described below.

B. Per Sign-up: We will pay you a commission equal to $35.00 per sign-up coming from your Links up to a maximum of 49 sign-ups per pay period. Sign-ups in excess of 49 per period shall receive a commission of $40.00 per sign-up for all signups sent that period.

C. Per Sign-up (for Console Free Tours): For Tours without Consoles, we will pay you a commission equal to $30.00 per sign-up coming from your Links up to a maximum of 49 sign-ups per pay period. For sign-ups in excess of 49 per pay period, you will receive a commission of $35.00 per sign-up. This commission program is not available if you participate in the RevShare Hosting program.

The following additional commissions are paid to you, no matter which of the above two commission programs you select:

1. $200.00 Webmaster Referral: You receive $200.00 for each active Webmaster (as defined below) you refer who signs-up in our Affiliate Program. The referred Webmaster must not have participated in the ARS Affiliate Program in the last 24 months.

   Active webmaster” shall be defined as (a) a person or entity owning or operating one or more websites which prominently feature adult content, and (b) who refers at least five (5) sign-ups to ARS approved websites. In other words, you will not be paid for referring the webmaster until the webmaster becomes “active” by referring five (5) sign-ups to ARS approved websites.

   No commission will be paid for sign-ups generated by you, your family or anyone within your organization. ARS pays for the referral of active webmasters. ARS will not pay commissions for referrals where the intent of the referring party is simply to get paid a referral fee and not to facilitate the sending of traffic to approved adult paysites under the ARS program.

2. $15.00 Web900: You receive $15.00 for each Web900 sale referred by you to the ARS Program;

15. Commissions for Sign-Ups/Sales for Other Products. You will receive the following commissions for sales/sign-ups coming from your links relating to the following products:

A. Pleaseyourlover.com. For each sign-up for access to “pleaseyourlover.com”, ARS will pay you $25.

B. The Large Penis Enlargement and Sexual Help Program. For each sale of “The Large Penis Enlargement and Sexual Help Program”, ARS will pay you $28.

C. Discreet Browser. For each sale of “Discreet Browser”, ARS will pay you $50.

D. Home Sex Network. For each sign-up for access to “homesexnetwork.com”, ARS will pay you $20.00.

E. Total Port. For each sale of Total Port, ARS will pay you $25.00. To learn how to be eligible for quarterly bonuses of up to $2500, see the Product Section of the Webmaster Administration Center at stats.adultrevenueservice.com.

16. Commission Payment. Commissions due and owing to you under the ARS Program will be paid to you directly by ARS each week. Pay periods run from Monday to Sunday. Payout is processed on the first business day of the week following the end of the previous pay period and payment is made promptly thereafter. You have the option of being paid by check, wire or cable transfer (for a fee), Pay Pal and free direct deposit (U.S.A. only). WE PAY LIKE CLOCKWORK - - YOU CAN COUNT ON IT!! Your application for an account in the ARS Program must include a verifiable street address. We reserve the right not to send commission checks to post office boxes.

17. Insufficient Activity. If, as a participating member, you fail to send traffic (i.e., uniques) to the ARS Program for any consecutive sixty (60) day period, we reserve the right to terminate your membership in the ARS Program. If your membership is terminated for this reason, you may apply for a new account.

TERMS SPECIFIC TO THE
SITE PASS WEBMASTER PROGRAM

18. Site Restrictions. Site Pass has three different categories of sites, “Free”, “Regular”, and “Premium”. You are solely responsible for selecting and providing any and all content, material, products, and/or services on your site(s) for Free, Regular and Premium sites.

For site requirements/restrictions go to the Site Pass Guidelines in the SitePass Center in the Webmaster Administration Center at stats.adultrevenueservice.com.

19. Commission Structure.
You have three (3) different promotional options available for you to promote with the Site Pass Program.

A. Free Membership Option.
With the Free membership option, ARS will pay you $15 for every free sign-up you refer.

B. Regular Membership Option.
With the Regular membership option, ARS will pay you 60% recurring on all yearly memberships you refer.

C. Premium Membership Option
With the Premium membership option, ARS will pay you 60% recurring on all monthly memberships you refer.

As a participant in the Site pass Program, you agree to be bound by the Site Pass Terms of Service in their entirety. You may access the Site Pass Terms of Service at http://www.sitepass.com/webmasters/faq tos/tos.html.

TERMS SPECIFIC TO THE BYOT PROGRAM

20. Application. To have a site (tour) listed, you must first submit an application. On the application, you must provide the following information:

• Site name;
  
• Each individual tour page URL (limited to six pages);
  
• URL to required promotional materials page;
  
• Join page options, i.e., text and link colors;
  
• Statement that you agree with the Terms of Service;
  
• Niche area for tour; and,
  
• Digital signature.

21. Prohibited Conduct. The following conduct is strictly prohibited:

• Changing tour page links to direct traffic to any join page other than the one provided by ARS;
  
• Removing ARS provided java script exit code;
  
• Altering in any way the ARS provided php tour code;
  
• Using any server side scripting to alter referral codes from other ARS participating members;
  
• Changing a previously approved tour in any way without submitting changes to ARS for review and approval;
  
• Providing promotional materials to other ARS participating members that are misleading in any way;
  
• Using illegal descriptions or content for promotional materials; and,
  
• Using stolen content for tour design purposes

22. Termination of Participation. ARS has a “three strike and you’re out” policy relating to changing of tour code. In other words, if the code on your tour is changed three times without ARS approval, your ability to participate in BYOT will be terminated.

ARS reserves the right to terminate your participation in the BYOT Program immediately and permanently for serious, intentional violations of the Terms of the BYOT Program including, but not limited to, efforts to divert traffic from its intended path and the inclusion of anything related to child pornography on your tour.

23. Promotion of Tours. Promotion of tours available in the BYOT Program is at your own risk. If a tour is altered in violation of these terms and not timely brought into compliance, it will be removed. The linking code for that tour will be redirected to another site in the same niche as the removed tour.

NO TOURS OR SITES RELATED TO THE BYOT PROGRAM ARE OWNED OR OPERATED BY INNOVATIVE IDEAS INTERNATIONAL, LTD. D/B/A ADULT REVENUE SERVICE (“ARS”). ARS NEITHER OWNS NOR OPERATES TOURS ON PAYSITES. ALL SITES ARE INDEPENDENTLY OWNED AND OPERATED.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE AFFILIATE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF