This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the ShowBIZ Data.com Affiliate Network (the "Network"). As used in this Agreement, "we" means ShowBIZ Data, Inc., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to ShowBIZ Data.com's site, located at the URL www.ShowBIZ Data.com, or to any site that you will link to our site (and which you will identify in your Network application).

Enrollment in the Network
To begin the enrollment process, you will submit a complete Network application via our site. 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 (in our sole discretion) that your site is unsuitable for the Network. Unsuitable sites include those that:

• Promote violence
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promote illegal activities
• Violate intellectual property rights

Links on Your Site
Once you have been notified that your site has been accepted into the Network, you may provide on your site the following links to our site:

Search Box Link: You may provide a ShowBIZ Data.com search box on your site that will permit your site visitors to link directly to a page on our site that contains the results of their search queries. We will provide you with technical specifications describing how to include a ShowBIZ Data.com search box on your site.

General Link to ShowBIZ Data.com Home Page: You may provide a general link on your site to our home page at http://www.ShowBIZ Data.com.

We will provide you with guidelines and graphical artwork to use in linking to our home page. To ensure accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable resulting from failure by you to use Special Links, including but not limited to any failure that results in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Affiliate Network and placing any of the above links within your site, ShowBIZ Data.com may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the ShowBIZ Data.com program constitutes your specific and unconditional consent to and authorization for ShowBIZ Data.com's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in ShowBIZ Data.com's Privacy Notice.

Order Processing
We will process Product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

Promotion of our Affiliate Relationship

a. HTTP://Partners.ShowBIZ Data.com: Once enrolled as a Affiliate Site, we'll make available to you (via ShowBIZ Data's Partners.ShowBIZ Data.com site) a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you would like. "Link" means a hyperlink established from within an Affiliate site to the ShowBIZ Data site. The Link will serve to identify your site as a member of our Affiliate Network and will enable an end user of an Affiliate site to access the ShowBIZ Data site.

b. Terms regarding Links: You agree that you'll cooperate fully with us in order to establish and maintain the Links. You also agree that, with regard to ShowBIZ Data, you'll display on your site only those graphic or textual images (indicating a link) that are provided by us, and you'll substitute such images with any new images provided by us from time to time throughout the term of this Agreement. [All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site.] Each Link connecting users of your site to the pertinent area of our site shall in no way alter the look, feel or functionality of our site. [If you qualify and agree to participate in the Affiliate Network, you shall display the Link(s) prominently throughout your site as you see fit and with our consent.]

Our Responsibilities
We'll be responsible for providing all information necessary to allow you to make appropriate Link(s) from your site to our site. In addition, we will process every new customer registration that follows a special Link from your site, track the number of customers who register from your site, and provide information to you regarding first time registration statistics. We'll be responsible for registration, fulfillment of the promotional offer (if any), cancellations and related customer service.

We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you're in compliance with the terms of this Agreement.

Referral Fee Determination and Payment
During the Term, ShowBIZ Data shall allow the Affiliate to choose between being paid a one-time flat fee of $8.00 or 10% of the monthly membership for the life of the customer, (the "Base Referral Fee") for each new customer who joins ShowBIZ Data's Adult DVD rental program upon linking directly from a Link on the Affiliate's Site to the ShowBIZ Data Site. A "new customer" is defined as a first-time customer who registers for ShowBIZ Data's Adult DVD rental program and provides to ShowBIZ Data his/her name, e-mail address, mailing address, and his/her valid, authorized credit card number that is authorized by ShowBIZ Data. The valid credit card number is necessary to verify account information, secure orders, and prevent fraud. Credit cards are not charged during free trial promotional periods.

ShowBIZ Data shall pay to Affiliate any such Referral Fees within thirty (30) days after the last day of the month during which they were earned. Notwithstanding anything herein to the contrary, to the extent that Referral Fees payable to Affiliate for any month total less than US$35, ShowBIZ Data may, in its sole discretion, defer payment of such Referral Fees until such time as such Referral Fees and any Referral Fees and earned during the subsequent period(s) in the aggregate exceed US$35. No interest will accrue on unpaid Referral Fees.

Reports of Referrals & Sales
You'll be given a password and have the ability to enter a password-protected site to receive your referral statistics on a REAL TIME basis.

Policies
Customers who register as a first time ShowBIZ Data customer through the Affiliate Network will be deemed to be customers of ShowBIZ Data.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and ShowBIZ Data.com orders will apply to those customers. We may change our policies and operating procedures at any time. For example, we could change the offer level at any time. We'll use commercially reasonable efforts to present accurate information.

Licenses and Use of the ShowBIZ Data Logos and Trademarks

a. We grant you a non-exclusive, non-transferable, non-sublicensable license to reproduce, publicly display, and otherwise use the ShowBIZ Data name, logo(s) and any provided images (the "ShowBIZ Data Marks") for the sole purpose of creating Links and other advertisements promoting the ShowBIZ Data site on each Affiliate Site only as expressly permitted herein. [All Affiliate Sites (the Internet Web site(s) owned or controlled by Affiliate) shall display such graphic and/or textual images prominently in relevant sections of their site] Prior to any proposed use of the ShowBIZ Data Marks by Affiliate hereunder, Affiliate shall: (a) provide ShowBIZ Data with a representative sample of such proposed use of the ShowBIZ Data Marks; and (b) obtain ShowBIZ Data's written approval prior to such use.

b. You agree that all uses of the ShowBIZ Data Marks shall inure to the sole benefit of and be on behalf of ShowBIZ Data. You acknowledge that the ShowBIZ Data content and the goodwill associated therewith are valuable properties belonging to ShowBIZ Data and that all rights thereto are and shall remain the sole and exclusive property of ShowBIZ Data. You shall not now or in the future contest the validity of the ShowBIZ Data Marks. You agree that all customers that access the ShowBIZ Data Site from any Link are ShowBIZ Data customers and that ShowBIZ Data shall be the owner of all information or data collected by ShowBIZ Data in providing any product or service to them.

Rights and Obligations regarding Your Site

(a) Affiliate Site Links. You shall prominently display on Affiliate Site a "ShowBIZ Data Mark" (the ShowBIZ Data name, the ShowBIZ Data logo(s) and any images that are provided to Affiliate pursuant to this Agreement for the purpose of promoting the ShowBIZ Data Site by the inclusion on the Affiliate Site) provided by ShowBIZ Data to you and shall cause such ShowBIZ Data Mark to serve as a Link to the ShowBIZ Data Site. You'll replace any such logo or image with any new ShowBIZ Data Mark provided by ShowBIZ Data within ten (10) days after receiving notice from us to do so. You shall not modify any ShowBIZ Data Mark in any way.

(b) Ownership. You acknowledge and agree that (i) the "ShowBIZ Data Content" (the ShowBIZ Data Marks and all the text, data, images, design structure, any audio and audio visual material, photographs, trademarks, and other materials incorporated into the ShowBIZ Data Site(s)) and all portions thereof are and shall remain the sole property of ShowBIZ Data; (ii) nothing in this Agreement shall confer in Affiliate any right of ownership in any of the ShowBIZ Data Content; and (iii) Affiliate shall not now or in the future contest the validity of the ShowBIZ Data Marks.

(c) Sales and Traffic Information. You shall be able to access certain sales reports related to the ShowBIZ Data Site by accessing ShowBIZ Data's affiliate log in page. Such sales reports will contain real time statistics of (i) the number of total ShowBIZ Data customers signed on through the Affiliate link; and (ii) the sales amounts for both 1st tier and 2nd tier sales prior to any reductions for taxes, refunds, discounts, allowances, bad debt or any other adjustments. Such information will be provided for Affiliate's convenience and shall not be binding on ShowBIZ Data in any respect. Affiliate shall not rely on, and is not entitled to rely on, any of such information for any reason.

(d) Product and Service Terms. Except for the use of any ShowBIZ Data Mark as provided above and except as provided for in Section 8, you shall not refer to ShowBIZ Data or any offer, product or service of ShowBIZ Data on any Affiliate Site, whether through use of "teaser" copy or in any other manner, without obtaining ShowBIZ Data's prior written consent to the content of any such reference. You'll not make any representations or warranties about the ShowBIZ Data Site or the ShowBIZ Data products or services that ShowBIZ Data has not first approved in writing.

(e) Affiliate Site. You'll regularly maintain each Affiliate Site so that its contents are current, accessible and in good taste. You're solely responsible for the development, operation and maintenance of each Affiliate Site and all contents of each Affiliate Site. Without limiting the foregoing, you're responsible for (a) the technical operation of each Affiliate Site and related equipment; (b) the placement of correctly formatted Links, either directly or indirectly; and (c) ensuring that the contents of each Affiliate Site are not libelous, illegal, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable and do not infringe any "Intellectual Property Rights" (any and all now known or hereafter existing rights associated with works of authorship or inventions worldwide, including but not limited to copyrights, patents, trademarks, service marks, know how, "look and feel" and all other intellectual property and proprietary rights (of every kind and nature worldwide and however designated) relating to intangible property or other rights of any person or entity.

(f) Disparagement. During the term of this Agreement, you will not disparage "ShowBIZ Data", the "ShowBIZ Data Marks", the "ShowBIZ Data Site" or any products or services of ShowBIZ Data, or display any such items in a derogatory or negative manner on any Affiliate Site.

Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Network 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. Upon the 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 ShowBIZ Data.com 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. You are eligible to earn referral fees only on our sales of Qualifying Memberships and Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification
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 our site. Modifications may include, for example, changes in the scope of available referral fees, referral 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.

Relationship of Parties
You and we 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 will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Confidentiality

a. Confidentiality. "Confidential Information" means proprietary information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), in writing, orally or by inspection of tangible media, which, if in writing or other tangible form, is marked as "Confidential" or a similar designation, or if disclosed orally, is confirmed in writing within forty-five (45) days of disclosure. Confidential Information may also include information disclosed by a third party to a Disclosing Party. Confidential Information shall not include any information which (i) was publicly known prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known after disclosure by the Disclosing Party through no wrongful action or omission of the Receiving Party; (iii) was already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by contemporaneous written evidence in the Receiving Party's files or records; (iv) is obtained by the Receiving Party from a third party without breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information, as shown by contemporaneous written evidence in Receiving Party's files or records; and (vi) is disclosed in response to a valid order by a court or other government body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement. The parties understand and agree that all information provided by one party to the other pursuant to this Agreement shall be deemed Confidential Information of the Disclosing Party.

b. Non-Disclosure. Each party agrees not to use the Confidential Information disclosed to it by the other party for any purpose other than as contemplated by this Agreement. Neither party will disclose any Confidential Information of the other party to third parties, except to those employees of the Receiving Party who are required to have access to such information in order to fulfill the obligations hereunder. In addition, each party shall use reasonable efforts to (i) protect the secrecy of and avoid unauthorized use and disclosure of the Disclosing Party's Confidential Information, and (ii) prevent the Disclosing Party's Confidential Information from entering the public domain or from falling into the possession of any unauthorized persons; including, without limitation, using at least the same degree of care with respect to the Confidential Information of the Disclosing Party that the Receiving Party uses to protect its own Confidential Information.

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 the total referral fees paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

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.

Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Las Vegas, Nevada, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Nevada (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Miscellaneous
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. 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.