Affiliate Program Operating Agreement

This Agreement, made and entered by and between TALK121.com, d/b/a ChatDollars both of which are referred to herein individually or together as "ChatDollars" or "TALK121" and you, the affiliate ("you" or "affiliate"), contains the complete terms and conditions that apply to your participation in the ChatDollars Affiliate Program (the "Affiliate Program" or "Program").

1. Terms of the Agreement

The term of this Agreement will begin upon our acceptance of your affiliate 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 written notice of termination. You are only eligible to earn commission on sales occurring during the term.

You must use a valid email address through which you can be reached to participate in the ChatDollars Affiliate Program. If you do not, your account will be deactivated.

2. Compensation Defined

Affiliates may choose either the CPA payout program or the Commission of sales based program. The affiliate can select one or both of these two options. The percentage that any affiliate is paid out at is called the "affiliate level."

1. Commission based. For a sale which ChatDollars makes as a result of a direct referral by an affiliate, that affiliate will receive a commission of 25% of the selling price of the product sold and 15% on all reorders of that customer so long as the reorder occurs while the affiliate is a current ChatDollars affiliate member.
   
   A commission fee will only be paid to an affiliate after the customer has made payment in full to ChatDollars for the sale. Any sale returns or credits will function in the same manner, but as a deduction to the commission due to the affiliate. Top producers bringing in 50 or more sales a month will receive 35% on all new orders and 25% on all reorders for the life of the customer so long as the reorder occurs while the affiliate is a current ChatDollars affiliate member.
   
   Second tier. Affiliates will receive 10% of all sales of webmasters that you refer to the program. This will be paid out on all first time orders and also on all reorders for the life of the customer so long as the reorder occurs while the referring webmaster and the affiliate are current ChatDollars affiliate member.

2. CPA (cost per action) The affiliate will receive .25 cents for every male that calls one of our chat systems using a given "509" affiliate phone number. See section (27) for qualification

3. Termination

Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your website(s), all links to our website(s), and all TALK121 and/or ChatDollars trademarks, trade dress, and logos, and all other materials provided by or on behalf of TALK121 and/or ChatDollars to you pursuant hereto or in connection with the Program.

4. Modifications to the Agreement

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available commission structure, fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

5. Eligibility in the Program

Employees of TALK121.com, ChatDollars, its subsidiaries, parent companies or sister companies and the immediate family members of such employees are not eligible to participate in the CHATDOLLARS.com Affiliate Program.

6. Enrollment in the Program

To begin the enrollment process, you will submit a complete application from our website. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. If we reject your application, you are welcome to reapply to the program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the program, we may terminate this agreement at any time.
Your site must at a minimum:

1. Generate sufficient traffic to our websites;

2. Attract a customer base who may be interested in computer products;

3. Not promote inappropriate or illegal pornographic or sexual materials.

4. Not promote violence such as: fire arms, terrorists organizations and/or related sites;

5. Not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

6. Not promote illegal activities such as: drugs, contraband, and/or related sites;

7. Not promote political organizations, gambling/casino, and/or related sites;

8. Not violate the intellectual property rights of ChatDollars or TALK121.

These are merely guidelines, and TALK121 and/or ChatDollars reserves the right, at its sole discretion, to reject any applications and to terminate any affiliate agreement at any time.

7. Privacy Policy

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning TALK121 and/or ChatDollars or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all TALK121.com or ChatDollars trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

8. Fraud/Misrepresentation/False Information

If you commit fraud or misrepresent or falsify any information in connection with the registration of members in CHATDOLLARS.com through the links on your site, this Agreement will be terminated immediately. In addition, you will be liable to CHATDOLLARS.com for any and all damages that CHATDOLLARS.com suffers as a result of such actions. You will also be responsible for returning to CHATDOLLARS.com all commissions received for members obtained through false information, misrepresentations or fraud, and we will not hesitate to pursue all legal remedies against you to the fullest extent possible under the law.

9. 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 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 Program will not exceed one month's commission paid or payable to you under this Agreement.

10. Relationship of Parties

You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website(s) or otherwise, that reasonably would contradict anything in this Section. CHATDOLLARS.com may cite your name or URL in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications.

11. Payment to Affiliates

1. Commissions will be paid by means of a check. No other payment options are available at this time.
2. Commissions will be paid in U.S. dollars only.
3. Commission checks will be made payable to the order of the person and/or company name designated on the affiliates application at the time of sign-up. Absolutely no exceptions will be made to this rule.
4. Commissions are accrued on a 30/31 day calendar month. Failure to provide ChatDollars with a correct address, or if checks mailed to You are returned to Talk121.com or ChatDollars, will result in forfeiture of any amounts otherwise due to You hereunder. Updated contact information should be provided to affiliates@Talk121.com. Any attempt by an affiliate to manipulate, falsify or inflate Referrals, to defraud Talk121.com or to violate the terms of this Agreement constitutes immediate grounds for Talk121.com or ChatDollars, to terminate this Agreement and will result in forfeiture of any amounts otherwise due to You hereunder.
5. Commissions are calculated based on the achieved 'Affiliate Level' and the 'Total Net Sales Generated' (less any applicable taxes, service charges, credit card processing fees, returns, cancellations, charge backs and bad debt) amount for that month. All sales are verified. CPA payouts are calculated based on the number of new male callers to the system via the assigned "509" affiliate phone number associated with the affiliate.
6. Commissions are paid on a monthly basis when the affiliate's account has reached a minimum threshold of $25.00. Accounts with a balance of less than $25.00 will roll over to the next month.
7. Commission payments to the affiliate will be mailed no later than the 11th business day of the month. Should the 11th business day fall on a weekend or holiday, checks will be mailed no later than the next business day.
8. No commission will be paid if for any reason an affiliate's referred visitor returns or cancels an order. If the affiliate has already received commission for a returned or canceled order, the earned commission will be reversed from the affiliate's account. If an exchange is made from an order and results in a lesser sale amount, the earned commission will be reversed from the affiliate's account. The new commission amount will then be reflected. If an exchange is made from an order and results in a greater sale amount, the additional earned commission will be added to the affiliates account.

12. Tracking of Sales

CHATDOLLARS.com will be solely responsible for tracking sales made to customers who follow an affiliate's links or inputs or mentions the affiliate's code. An affiliate will be solely responsible for ensuring that its links are formatted properly and maintained in a manner, which allows CHATDOLLARS.com to track such sales. No commission shall be paid if the application cannot be tracked by CHATDOLLARS.com or if the customer accesses the TALK121.com site other than through the affiliate's links and does not input or mention the affiliate's code.

13. Order Processing

ChatDollars will process orders placed by customers who follow links from your site to the ChatDollars site. ChatDollars shall be responsible for product payments, returns and related customer service issues. ChatDollars reserves the right, in its sole discretion, to reject any order(s).

14. Responsibilities of Your Website

You will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website.
You are solely responsible for:

1. The technical operation of your website and all related equipment;
2. The accuracy and appropriateness of materials posted on your website (including, among other things, all ChatDollars product-related materials);
3. Ensuring that materials posted on your website do not violate or infringe upon the rights of any third party (including, copyrights, trademarks, privacy, or other personal or proprietary rights);
4. Ensuring that materials posted on your website are not libelous or otherwise illegal.

15. Indemnification

We disclaim all liability and responsibility for the matters listed in 14. Further, You agree to indemnify and hold TALK121 and/or ChatDollars harmless from all claims, damages, and expenses (including, without limitation, actual attorneys fees and legal costs) relating to the development, operation, maintenance, and contents of your website or any other conduct you may engage in arising out of or relating to your role as an affiliate (whether approved or rejected) of TALK121 or ChatDollars.

16. Limited License

We grant you a nonexclusive, nontransferable, revocable right to access our website through the links solely in accordance with the terms of this Agreement, for the sole purpose of linking your website to our website, solely for the purpose of identifying your website as a participant in the Program and assisting in increasing traffic to ChatDollars. You may not alter, modify, or change the links in any way. You are only entitled to use the links to the extent that you are a member in good standing of the ChatDollars Affiliate Program. We may revoke your license anytime by giving you written notice.

17. Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to TALK121 or ChatDollars without first submitting such material to ChatDollars or TALK121 and receiving our consent.

Also, as an affiliate of ChatDollars.com, the affiliate program manager for the website, Talk121.com, you may not advertise Talk121 services and solicit members on any Internet forums, boards, email service or communities that are the trademarked and owned property of any other company designed for use only by their registered members. "Roping" of customers from any other company's member base by placing personalized ads on their online product (or any other way) is not an acceptable method of promoting Talk121 services and is grounds for immediate termination as an affiliate. If you engage in such conduct which exposes TALK121 or ChatDollars to any claim, damages, expense or lawsuit by a third party, you agree to indemnify and hold TALK121 and/or ChatDollars harmless for any and all such claims, damages, expenses (including actual attorneys' fees and legal costs) or lawsuits.

18. Anti-Spam Policy

Affiliates will be removed from the ChatDollars Affiliate Program and forfeit any pending commission if it is determined they have sent or are sending any "spam" emails (as determined by ChatDollars and/or TALK121). Spamming is not allowed and will not be tolerated.

19. Anti-Predatory Policy

No affiliate will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web users E access, view or usage of, or other aspect of the Web users E experience at, any affiliates webpage (as defined below) in a manner that causes or otherwise results in a different experience from that was otherwise intended by such affiliate;

*No Affiliate will block, alter, direct or redirect, or substitute, insert or append itself to, or otherwise intercept or interfere in any manner with, any click-through or other traffic-based transaction that originated from an affiliate webpage (including without limitation any return visit to ChatDollars to which such click-through or other traffic reached or intended to reach) with the result of reducing compensation or other payment earned by or owing to an affiliate or increasing any payment obligation of ChatDollars with respect to any individual transaction.

20. Affiliate Keyword Bidding Policy

Affiliates may not bid on any of our Trademarked names EVER including but not limited to ChatDollars and Talk121. This policy also extends to misspellings or variations of our names. For example, affiliates can not bid on the following: TALKone2one, TALK 121, or any other variations thereof.

Affiliates may not out-bid or overbid ANY of our keywords found in Overture.

Affiliates may bid on ANY keywords or out-bid our keywords in any other PayPerClick search engines EXCLUDING Overture.

21. No Auto Cookie Setting Allowed

You agree not to auto-set a cookie on the user's browser in any way. Auto-setting cookies or causing forced clicks by way of pop-ups or pop-unders that open the merchant's site without a click, framing techniques, redirects, or any other means is not allowed. We reserve the right to terminate the affiliate agreement with any party that is using any type of auto-cooking setting. If you are unclear as to what constitutes auto cookie setting, please contact affiliates@chatdollars.com for clarification.

22. Disclaimer

We make no express or implied warranties or representations with respect to the ChatDollars Web site or the ChatDollars Affiliate Program (including, without limitation, warranties of fitness, merchantability, no trade mark or patent infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

23. Venue/Dispute Resolution

The laws of the United States and the State of Washington will govern this Agreement, without reference to rules governing choice of laws. Any dispute arising out of or relating to the operation or enforcement of this Agreement or any parties' performance or nonperformance of any obligation hereunder, shall be submitted to binding arbitration in Seattle, King County, Washington State by a single arbitrator. Such arbitration shall be conducted in accordance with Revised Code of Washington 7.04, et seq . In the event the parties cannot agree on the identity of an arbitrator, any party hereto may petition the King County Superior Court for the appointment of an arbitrator. The parties shall jointly share the cost of the arbitrator's fees. The substantially prevailing party at any arbitration, as determined by the arbitrator, shall be entitled to an award of his/her/its attorneys' fees and costs. The arbitrator's decision shall be final, and not subject to any appeal. You hereby consent to Seattle, King County, Washington as an appropriate, reasonable and convenient venue for the resolution of any disputes hereunder.

24. Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and 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.

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes any prior agreements and understandings, both written and oral, which may have existed or exist between the parties with respect to the subject matter hereof. You may not modify this Agreement.

25. Independent Investigation

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 compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.

26. Proper Age

BY ACCEPTING THIS CONTRACT, YOU CONFIRM YOU ARE AN ADULT OF AT LEAST 18 YEARS OF AGE (19 OR 21 WHERE APPLICABLE) AND ARE COMPETENT TO ENTER INTO THIS CONTRACTUAL RELATIONSHIP.

27. Lead to Sales Ratio Qualification

Effective September 1st 2004 the ChatDollars.com Affiliate program has made a policy change. For the month of September (2004) and for future commission periods any affiliate that does not reach a Lead to Sale conversion ratio of at least 1% will not be paid for any of the leads acquired by the affiliate or the affiliates 2nd Tier affiliates. This policy will affect affiliates that have been ACTIVE in the program for more than 90 days, which is a generous time period for the majority of the leads to convert to sales. At the end of the month we will calculate the number of sales divided by the number of leads, if the affiliate’s ratio is below 1% they will not be credited for any of the leads, but will promptly be paid commissions for all sales that have generated from the affiliate.

An example: If affiliate John Smith has been in the program longer than 90 days at the beginning of August and generates 1000 leads, and 5 sales in the month of August then his Lead to Sales ratio is .5%. he would not be paid for the 1000 Leads, only for the 5 Sales. The next month if he generates 1000 Leads and 12 Sales his lead to sales ratio is 1.2%, and would then be paid for 1000 leads and 12 sales.