The terms and conditions of this Agreement are as follows:

1. How VirtuClicks Program works:

1.1 The method by which visitors shall be directed to the Sponsor Sites is known as an Internet "hypertext transfer link." VirtuClicks shall designate and design the appearance and syntax of the hypertext transfer links ("banners") which will appear at your site.

1.2Upon signup you will be provided with instructions as to how to install the html code which will display our banner(s) and text link(s) on your web site. You must install the URL as instructed in order to receive credit to your account. The following reasons shall be cause for denial of payment and immediate termination, and may result in legal action at VirtuClicks sole discretion, including but not limited to: password trading sites, hacking sites, warez sites, or any other site that may be deem in-appropriate by design or intent, or any other site that is deemed to be operating illegally. VirtuClicks will terminated for any violation of the system.

1.3 Upon signup you will be asked to enter a User Name and Password. Please remember it, as you will need it in order to check statistics for your account. You may access your account statistics by choosing "Check Stats" on the VirtuClicks Homepage. Account statistics are updated on a real-time basis.

1.4 You will earn your commission when a user, directed from your site, clicks through to our site and becomes a paying member of our Site(s). You will receive 60% (fifty percent) "Per Member"

2. Site Owner/Operator Tax Information:

2.1 You are required to enter a Federal Tax ID or Social Security Number on the registration form. VirtuClicks will register a 1099 for all U.S. domestic entities or a 1042-s for all foreign entities to whom we issue combined yearly payments of $500.00 or more. Any falsification of Social Security or Tax ID numbers shall be cause for denial of payment and immediate account termination.

3. Rights Granted:

3.1 VirtuClicks grants to the person or entity who is the owner/operator of an Internet site (hereinafter "Web Master") the non-exclusive right to direct (refer) users or visitors from their Web site to VirtuClicks program Sponsors' Web Site(s).

3.2 VirtuClicks grants to Web Master a limited, non-exclusive, non-transferable license, during the term of this Agreement, to use graphics, including banners, and other intellectual properties (hereinafter "marks") owned by VirtuClicks for the sole purpose of marketing, advertising and promoting VirtuClicks program Site(s). The Web Master may not alter or modify the link or banner, or any other marks, in any way, without the prior written permission of VirtuClicks. The license herein granted shall automatically and immediately cease upon the termination of this Agreement.

3.3 The rights granted herein shall be for reasonable, appropriate and lawful use only.

4. Web Master Commission:

4.1 All Checks Are Sent out By "IBILL" for commissions earned, covering the period of the previous check. Commissions must reach a minimum of $50.00 before a payment will be issued. payments will be made by check in U.S. dollars.

5. Representations and Warranties:

5.1 You, as Web Master, warrant and represent that you own or operate a lawful, and otherwise legal Web site. You further represent that you have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein and that you are an adult at least eighteen (18) years of age; that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by you; and that there are no outstanding orders, judgments, decrees, rules or regulations which would preclude you from entering into this Agreement. You shall indemnify VirtuClicks and its partners, shareholders, officers, directors, employees and assigns against any loss, damage, liability (including reasonable legal fees) which result from the use of any VirtuClicks materials not expressly authorized by this Agreement.

5.2 You, as the Web Master, will not place any VirtuClicks advertisement on any type of "password giveaway" site. If any VirtuClicks advertisement is found on such a site, the Web Master's account will be subject to immediate termination and denial of payment. VirtuClicks does not allow its banners to be flown on pages with illegal content. This includes, but is not limited to pages that contain un-appropriate content, userIDs, passwords, serial numbers, child pornography, bestiality, celebrities, warez and hacker sites, and/or sites promoting such activities. If a site is discovered to be of this nature, the account will be terminated, and checks will not be issued.

5.3 You, as the Web Master, are not to post banner ads to newsgroups or chatrooms and will be held responsible for any such actions. DO NOT post to newsgroups or chatrooms. Any complaints from newsgroups, chatrooms or ISP regarding spam will result in your account being terminated. Bulk emailing (aka: spamming or UCE) is also prohibited.

6. Disclaimer and Limitation of Liability:

6.1 VirtuClicks makes no warranties, either express or implied, with regard to the performance of the link or the banners of VirtuClicks Sponsors' Site(s) and VirtuClicks expressly disclaims any warranties, including that of merchantability or fitness for a particular purpose. VirtuClicks shall not be held liable to the Web Master or any other person or entity, including users of VirtuClicks's services, for any losses, injuries or damages of any kind, arising from or in connection with any mistakes, omissions, delays, errors, acts of God, interruptions in the transmission or receipt of VirtuClicks's services or content.

7. Term and Termination of Agreement:

7.1 This Agreement is subject to change without notice. Web Masters should check back here periodically for updates.

7.2 The term of this Agreement shall be indefinite. VirtuClicks reserves the right to terminate this Agreement at any time, without cause. Delivery of notice via email shall be considered sufficient notice to the host site (you).

7.3 Upon termination of this Agreement you shall immediately cease using VirtuClicks's marks and remove VirtuClicks's Sponsor banner(s) from your site.

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

7.5 Upon termination of this Agreement you shall be entitled to all unpaid commissions earned prior to the date and hour of termination. The Web Master shall not be entitled to receive commissions for referrals delivered after the date of termination. Nor shall the Web Master receive any payment if their account was terminated for illegal content, spamming, deception, fraud, or falsification of sign-ups.

8. Acceptance and Execution of Agreement:

8.1 By filling out and sending the form, which follows, you are agreeing to be bound by the terms of this Agreement and VirtuClicks is agreeing to become a counter party to the Agreement. The date of execution shall be the date on which the form is forwarded to VirtuClicks.

9.1 Each form must be completed in its entirety. Any missing information will result in an application being ignored by VirtuClicks.

9.2YOU agree not to attempt to defraud the system by any means including without limitation. Such attempts will be in breach of this Agreement and all sums due to you will be VOID and the account will be closed without notice.

9.3 Sites that are served from free hosting services such as Geocities, Xoom, AOL, etc. will be denied immediately.

9.4 All sites where are banners are located must have legal web content. No "public domain" sites will be permitted.

9.5 Upon approval you will be assigned a dedicated URL for your account.

9.6 You must download the respective banners for the sponsors you have chosen. The banners MUST be served from your site. DO NOT attempt to serve the banner from Virtuclicks Servers.

9.7 TEXT LINKS may be used with any banner. No deceving text links will be allowed!

9.8 Text links WITHOUT banners are permitted only with text approved by VirtuClicks staff in writting!

9.9 Advertising sponsors links on consoles is permitted provided the page is NOT loaded from a console.

9.10 Sending FALSE HITS of any kind is prohibited.

9.11 Links CANNOT be present in 0-10% frames, any type of meta refresh tags or cgi scripts that send the hits to OUR pages is strickly prohibited.

9.12 Cheating Policy - Cheaters will not be informed of ANYTHING. No discussion! Cheaters will have their URL codes removed - No payments will be made - No correspondence will be accepted and no responses returned.

9.13 Virtuclicks reserve the right to refuse payment for any FRAUD detected!