Tsunami Cash - Usage Agreement

Please read the following CAREFULLY. This is a legally binding agreement ("Agreement") between ("Company" "we," or "us") and you as the "webmaster or applicant."

The following offer to applicant is subject to all the terms, conditions, limitations and waivers below. Applicant acknowledges and agrees that by participating in the Program, he/ she / it agrees to abide and to be bound by all the terms and conditions in this Agreement.

What rights are granted under this Agreement:

Subject to the terms and conditions set forth in this Agreement by Company grants the following rights to Webmaster:

The non-exclusive right to direct, refer or send visitors or users of applicant’s website to websites owned, operated or controlled by Company.

A limited nonexclusive, nontransferable and revocable license to access, download and use promotional banners, hypertext links, and other promotional materials created by Company for use on applicant’s website or websites for the exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by Company or services provided through Company's website(s). Only content provided in the resources section of our Program may be used for advertising purposes.

The license granted to webmaster in this Agreement automatically and immediately terminates upon the termination of this Agreement or webmaster’s breach of any term of this Agreement.

Neither this Agreement, nor any act, omission, or statement by applicant or the Company, conveys any ownership right in any of the Company’s intellectual property, or to any element or portion thereof, or other materials provided by or on behalf of Company under this Agreement. Except for the licenses expressly granted to applicant in this Agreement, applicant acknowledges that all right, title, and interest in and to the Company’s intellectual property, and the goodwill resulting from applicant’s use of the Company’s intellectual property are owned by and will remain with the Company. Applicant agrees not to dispute or challenge, or assist any person in disputing or challenging, Company's rights in and to its intellectual property or the validity of any trademark or copyright, and any applications therefor which may have been or may be filed in the future, relating to the Company’s intellectual property. All Program benefits materials, including, without limitation, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any other form of intellectual property provided to applicant by Company as part of the Program shall remain the property of Company and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the world except as expressly authorized by Company in writing.

Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including, without limitation, any of its trademarks or service marks.

Applicant Warrants to Company:

In consideration of Company providing program benefits, applicant, acknowledges, agrees and warrants to the Company as follows:

1. That applicant will not use any materials provided by Company, directly or indirectly or display or include on applicant’s website any advertising or advertising links of any kind which promote Company websites or services provided through the Company's websites, other than those advertisements or hypertext ad links which have been pre-approved by Company, in compliance with this Agreement, and which advertise the Company or other sites, companies, products or other wide area network addresses which we designate.

2. That applicant will not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting or any other form of what is commonly known as "spamming" as a means of promoting applicant’s website or for the purpose of directing or referring users to any websites owned, operated or controlled by Company. Applicant further acknowledges and agrees that the Company has the right to immediately, and without notice, terminate applicant’s participation in the program if we, in our sole and exclusive judgment, conclude that applicant has engaged in the use of any form of mass unsolicited electronic mail solicitations, news group postings, password selling or trading, warez, IRC posting or any other form of "spamming."

COMPANY POLICIES ARE FOR ZERO TOLERANCE FOR SPAMMING. IF APPLICANT SPAMS, APPLICANT’S PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, APPLICANT WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO APPLICANT WILL BE FORFEITED TO THE COMPANY.

3. That except for content provided in the resources section of our Program for use for advertising purposes, applicant will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners, hypertext links or other promotional or advertising materials provided to applicant by Company pursuant to this Agreement and the Program in whole or in part, in any manner, at any time anywhere in the world except as authorized by Company in writing.

4. That applicant will not, directly or indirectly, intentionally or unintentionally, by any means, trick, link or artifice of any manner link any of the following content or material to any Company website through any hyperlinks maintained or created on applicants website or websites:

a. Obscene material; including without limitation to any material depicting bestiality, rape, torture, or scat.

b. Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors.

c. Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer be the performer real or computer generated (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 rights of publicity, privacy rights or any person's intellectual property rights, including but not limited to copyrights, trademark and service rights; This includes photos altered to look like celebrities or other private persons.

f. Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" malicious java script or any other feature, which takes control of a third parties computer or CPU without their permission which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.

g. Any material which contains any solicitation for prostitution, or which promotes or facilitates Incentive Based Websites, Warez Websites or the hacking, cracking or the downloading or trading of unauthorized MP3 audio files.

h. Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq.

5. That applicant is over the age of eighteen (18) years.

6. That the person executing this Agreement on behalf of applicant has the authority and is otherwise is entitled to contract on behalf of the entity which owns the rights to the applicant’s website.

7. That applicant will supply Company with a Federal Tax ID or Social Security Number when requested, and that the failure to supply that information will constitute a basis for terminating this Agreement and for forfeiting any commissions or fees to which applicant would otherwise be entitled under this Agreement as liquidated damages.

8. That applicant shall remain a program participant until the earlier of the following to occur: (a) applicant terminates participation in the program by notifying Company of the applicant's intent to terminate participation; or (b) applicant’s participation in the program is terminated by Company for any reason; or (c) the program is terminated by Company for any reason.

9. That applicant will remain a program participant in good standing at all times applicant is receiving benefits or are otherwise participating in the program.

10. Company shall have the right to deny or withhold payment from applicant and to terminate applicant from the program if the Company determines that applicant has directly or indirectly engaged in, or encouraged fraudulent activity. The Company shall have the right, in its sole and exclusive judgment, to determine what constitutes fraudulent activity and whether conduct, directly or indirectly constituted or encouraged fraudulent activity. The Company's determination that fraudulent activity has or is occurring shall be conclusive as to that issue.

11. Company shall have the right to terminate the Program, and applicant’s participation in it, at any time, for any reason, or for no reason at all, in its sole and absolute discretion. Further, Company may at any time, in its sole and exclusive discretion, modify the type and quality of benefits provided to applicant under this Agreement by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO APPLICANT, APPLICANT’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. APPLICANT’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING COMPANY’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. That applicant shall cease to be a participant in good standing and shall be subject to immediate termination of all benefits without prior notice if applicant fails to perform under this Agreement or breaches any provision of this Agreement.

13. That upon termination of this Agreement for any reason, applicant will immediately cease using Company marks and remove from applicant’s website any materials supplied to applicant by Company or referring to Company, including without limitation any banner ads.

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

Conditions of Program Participation:

By entering into this Agreement, applicant agrees to the following terms and conditions of applicant’s participation in the Program:

1. Only persons over the age of eighteen (18) years may participate in the Program.

2. The Company shall at all times have the right, in its sole and exclusive discretion, to modify and/or terminate the Program and any and all program benefits associated with Program at any time, and may do so with or without prior notice or cause.

3. Company has the right to terminate applicant’s participation and any other person's participation in the Program at any time and may do so with or without prior notice or cause.

4. Applicant may not assign or transfer any of its rights or obligations under this Agreement and any attempted assignment shall be void and shall immediately terminate this Agreement and applicant’s participation in in the Program.

5. Applicant will be required to complete an ID Verification using the ID Verification process implemented by Company before any payments are sent by Company to applicant. No payments will be sent unless the applicant’s ID is verified. Company does not keep ID images submitted by applicants on its servers. Only information on the client profile page is kept by the Company. The ID verification information will only be shared with the organization which facilitates the verification process (iDenfy) and Company’s payment processor and will not be disclosed unless Company is required to do so by law enforcement.

6. Company posts Program changes via a link posted on its website. Changes are effective immediately upon posting. It is applicant’s obligation to check the link to determine if there have been any changes in the Program. Changes are effective and binding on applicant immediately upon posting.

Referral Fees & Commissions:

Percentage-based referral fees are calculated as a percentage of the adjusted gross amount of the sale.

A referral from applicant’s website which meet the following criteria entitle applicant to a referral fee. No fees shall be paid for referrals which do not meet the criteria.

(i) A person who has been directed to a website controlled or operated by Company through the use of a banner ad or hypertext link supplied by Company as part of the Program (hereinafter referred to as "Authorized Link") that resides on applicant’s website and which automatically connects any person who clicks on said Authorized Link to a Company website; and

(ii) A person who, after having been directed to a website owned or operated by Company through the use of an Authorized Link, purchases a membership, trial membership or makes any other purchase on a Company website. For the purpose of this subsection (ii), a purchase includes any future membership rebilling purchases.

All referral fees due and payable hereunder shall be payable in United States Dollars.

The referral fees payable as part of the Program shall be listed at the link located at Company’s website. The Company reserves the right, in its sole and exclusive discretion, at any time to alter or modify the terms of the Program including the method, terms and amounts of all payments to applicants. Changes to the method, terms and amounts of all payments posted via the link located on the Company’s website are effective and binding upon all webmasters participating in the Program immediately upon posting.

Chargeback Policy:

Company will impose penalties on applicant for excessive chargebacks. The first consecutive month applicant has excessive chargebacks, the commission earned by applicant that month will be reduced by ten percent (10%), the second consecutive month applicant has excessive chargebacks, the commission earned by applicant that month will be reduced by fifty percent (50%) and the third consecutive month applicant has excessive chargebacks the applicant’s account will be terminated at the end of that month.

For the purposes of this Agreement, the term “excessive chargebacks” means:

1. The ratio of chargebacks to referrals is 2% or higher AND the total number of chargebacks is greater than 5 within the month; or

2. The ratio of chargebacks to referrals is 25% or higher within the month.

For the purposes of determining whether a chargeback has occurred, the term “referral” has the same meaning as set forth in the Referral Fees & Commissions section above.

Chargeback percentages will be calculated and penalties applied at the end of each month.

No Joint Or Collaborative Venture; No Monitoring Or Control Of Applicant’s Content By Us:

Nothing in this Agreement is intended by Company to create or constitute a joint or collaborative venture or partnership of any kind between Company and applicant. Applicant agrees that nothing in this Agreement shall be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between applicant and the Company or any of its employees, agents, representatives or assigns.

Applicant’s relationship with the Company is solely as a participate in the Program and shall be governed entirely by the terms and conditions of this Agreement. Company has no control over and no ownership interests of any kind in applicant’s business and applicant has no financial or other interest in the Company or any property owned by the Company, its affiliates, successors or assigns.

Applicant has sole and exclusive control over its website. Company and its employees, representatives, independent contractors and agents and any successor of Company do not and shall not exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with applicant’s website. Company does not and will not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with applicant’s website except for that content which is supplied to applicant by Company. Notwithstanding the forgoing, Company is not responsible for any content provided by Company to applicant which is in any way altered or modified by applicant or any other party. Applicant is and shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of any content on or through applicant’s website.

No Guarantees or Warranties; Release of Liability:

Company disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Program and any and all materials of every kind supplied to as part of this Program.

Company makes no guaranties or warranties of any kind with respect to the Program or materials provided by, through or in association with the Program, and all materials are provided to applicant "as is" and with all faults. Applicant’s use of the Program and associated materials is solely at applicant’s own risk. Applicant releases Company from any and all liability whether caused by any action of the Company or otherwise associated with, or related to, applicants participation in the Program and for any action, claim, judgment, loss, liability, cost and expenses (including, without limitations, attorney’s fees and costs) arising out of or connected with applicant’s participation in the Program.

Under no circumstances shall Company, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to applicant, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS, with regard to any link to any Company website, or arising from or in connection with the use of the Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Company services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML or other programming languages.

Notwithstanding the foregoing express limitations of liability, it is expressly understood and agreed that notwithstanding any applicable law to the contrary, if Company, its officers, employees, successors, or assigns be held liable for damages, injuries or losses of any kind, directly or indirectly resulting from participation in the Program, the liability of Company hereunder shall be limited to, and shall not exceed the total referral fees paid to applicant under this Agreement.

No Representations Of Success Or Profitability:

Applicant confirms and acknowledges that applicant has unilaterally decided to enter an internet service business and acknowledges the high-risk nature of the business. Applicant further confirms and expressly agrees that neither Company, nor any of its agents, employees, independent contractors or representatives, nor any other person has at any time in the past, represented to applicant or has otherwise directly or indirectly communicated in any manner to applicant any guarantee, reassurance or any other communication of any kind regarding:

1. The potential profitability or likelihood of success of applicant’s participation in the Program as set forth in this Agreement or otherwise;

2. The possibility or likelihood that use of any products and/or services provided by Company pursuant to this Agreement can or will result in the recoupment of any funds expended by applicant for the promotion of applicant’s website or any other purpose; or

3. The existence, nonexistence, size or any other characteristics of any market for any products or services which involve applicant’s participation in the Program pursuant to this Agreement.

Applicant understands and agrees that the Program is not a franchise or other business opportunity and agrees the Program is not subject to any franchise law. Specifically, the terms and conditions set forth in this Agreement are not by their definition an offer or business opportunity. Applicant expressly agrees not to raise any claim of any kind against Company and agrees to hold Company harmless from any claim of loss to applicant directly or indirectly resulting from applicant’s decision to participate in the Program pursuant to this Agreement.

Term And Termination Of Agreement:

The term of this Agreement is at will and will begin upon Company's acceptance of webmaster’s application. This Agreement shall terminate on the first of the following to occur:

1. The termination of applicant’s participation in the Program by Company for any reason set forth in this Agreement;

2. Applicant changes applicant’s website's URL or applicant ceases to offer services on the Internet;

3. Company terminates or discontinues the Program;

4. Applicant notifies Company in writing, which includes email communication, that applicant is terminating applicant’s participation in the Program; or

5. Company notifies applicant in writing, which includes email communication, that Company is terminating applicant’s participation in the Program.

For the avoidance of doubt, either party may terminate this Agreement at any time, with or without cause by providing written notice to the other party. All notices of termination must be in writing and given to Company at the https://www.tsunami-cash.com/contact or by email and to applicant at its email address listed on applicant’s client profile page. Termination will be effective on the date notice is sent.

Upon termination of this Agreement for any reason, applicant shall immediately and permanently cease all use of all materials provided by Company and remove all files containing materials provided by Company from applicant’s website.

Entire Agreement; Modification; Assignment.

This Agreement constitutes the entire agreement between applicant and Company with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.

Applicant acknowledges and agrees that the failure of Company 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.

Applicant agrees that all promises, obligations, duties and warranties made by applicant in this Agreement are personal to applicant and that neither they nor any benefits hereunder may be assigned by applicant to any other person or entity.

Applicant agrees that Company may at any time, and without prior notice to applicant, may freely assign all or part of its duties, obligations and benefits hereunder.

Arbitration; Choice of Law:

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Any and all disputes as to the interpretation of or any performance under this Agreement which are not first resolved informally, shall be determined by binding arbitration with the arbitration to be conducted by the American Arbitration Association and the Rules of the American Arbitration Association shall apply. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof.

This Agreement shall be deemed to have been executed and performed entirely within Nevada, USA.

Miscellaneous:

In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to retain the intent of the parties most nearly, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

The parties shall be deemed to have cooperated in the drafting and preparation of this Agreement. Hence, any construction to be made of this Agreement shall not be construed against any party.

Review By Applicant’s Attorney

We strongly advise that applicant review this Agreement with applicant’s attorney before entering into it. Applicant acknowledges and agrees that nothing herein and no statement by Company or any employee, representative, agent or other person associated with the Company has in any way prevented or inhibited applicant in any way from seeking such advice prior to entering into this Agreement. Applicant acknowledges and agrees that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that applicant have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.

Applicant warrants and represents that in entering into this Agreement, applicant has: (i) either relied upon legal advice from the attorney of applicant’s choosing or has voluntarily and knowingly waived such advice; (ii) that the terms of this Agreement have been read and its consequences (including risks, complications, and costs) have been explained to applicant by that attorney or applicant has voluntarily and knowingly waived advice of counsel; (iii) that applicant fully understands the terms of this Agreement; and (iv) that applicant acknowledges and represents that, in executing this Agreement, applicant has not relied on any inducements, promises, or representations, made by Company or any of its employees, agents, representatives or independent contractors.

Applicant acknowledges that he or she has read this Agreement, fully agrees on behalf of the applicant for whom he or she is executing the Agreement to each and every provision hereof, has had full opportunity to consult counsel, and is fully authorized by the party on whose behalf he or she is executing the Agreement to do so

Acceptance And Execution Of This Agreement

By filling out and submitting the sign-up form, webmaster is agreeing to be bound by all of the terms, conditions, promises, warranties, duties and obligations set forth in this Agreement and Company 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 the Company by applicant.