In order to participate in the ScoresLive Cash Program ("Program") you must first read and agree to abide by all of the terms and conditions as set forth below. This is a binding legal agreement ("Agreement") between Scores Media Group, LLC, a New York Limited Liability Company, (hereinafter, "Scores Media") and you, the Program member ("Member").

The following is an offer to Member to participate in the Program and is subject to all the terms, conditions, limitations and waivers set forth below. Member acknowledges and agrees that by participating in the Program, Member will be bound by all the terms and conditions in this Agreement.

Subject to the terms and conditions set forth in this Agreement, we grant to Member, the following:

1.1 The non-exclusive right to direct, refer or send visitors or users of Member's web site(s) or affiliate network to web sites owned, operated or controlled by Scores Media.

1.2 A limited, non-exclusive, nontransferable and revocable license to access and download promotional banners, and other promotional materials created by Scores Media for use on Member's web site for the exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by Scores Media; provided, however, the license herein granted shall automatically and immediately cease upon the termination of this Agreement.

In consideration of Scores Media providing Member with Program benefits, Member agrees and warrants as follows:

2.1 That Member will at no time, while Member is participating in the Program (or using any materials provided to Member by Scores Media) directly or indirectly display or include on Member's web site any advertising or advertising links of any kind which promote Scores Media sites, other than those advertisements or ad links which have been pre-approved by us, in compliance with this Agreement, and which advertise Scores Media or other sites, companies, products which Scores Media so designates;

2.2 That Member will not use any form of mass unsolicited electronic mail advertisements, newsgroup postings, postings or private messages via social networking sites, IRC posting or any other form of "spamming" as a means of promoting Member's web site or for the purpose of directing or referring users to any websites owned, operated or controlled by Scores Media. Member further acknowledges and agrees that Scores Media has the right to immediately, and without notice, terminate Member's participation in the Program if Scores Media, in its sole and exclusive judgment, conclude that Member has engaged in the use of any form of mass unsolicited electronic mail advertisements, newsgroup postings, password selling or trading, IRC posting or any other form of "spamming". Furthermore, when utilizing mass soliciting methods via or through a third party's web site, Member must fully comply with all said third party agreements (such as terms and conditions) as set forth on the respective third party's website. Scores Media disclaims any and all liability associated with the improper conduct by Member and Member shall fully indemnify Scores Media from all legal actions brought by any third party for any violation or breach of a third party agreement by Member. Member shall reimburse Scores Media for all damages, costs, disbursements and/or legal fees in the event that a legal action is commenced;

2.3 That Member will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided to Member by Scores Media pursuant to this Agreement and the Program in whole or in part, in any manner, except as authorized by Scores Media in writing;

2.4 That Member will only use promotional pictures and images provided by Scores Media to promote web sites that are included in the Program;

2.5 That Member will not include, or link to, any of the following within a web site that contains Scores Media banners or links (or, directly or indirectly, link any of the following content or material to any Scores Media website through any hyperlinks maintained or created on Member's web site):

(i) material depicting bestiality, rape or torture.

(ii) Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;

(iii) Any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;

(iv) Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq. and the regulations promulgated thereunder;

(v) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than eighteen years of age), or by a performer who is portrayed or made to appear to be a person under the age of eighteen years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;

(vi) Any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;

(vii) Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or

(viii) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.

2.6 That all materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with materials provided through the Program shall only be transmitted, distributed, broadcast and otherwise disseminated by Member to consenting adults and shall, at all times, comply with contemporary community standards in the communities into which they are so disseminated;

2.7 That Member shall remain a Program participant until Member terminates participation in the Program by notifying us by e-mail at "support@scoreslivecash.com" of Member's intent to terminate Member's participation. Alternatively, Member's participation in the Program may be terminated by us for any reason and the Program may be terminated for any reason;

2.8 That Member will remain a Program participant in good standing at all times Member is receiving benefits or are otherwise participating in the Program;

2.9 That Member shall cease to be a participant in good standing and shall be subject to immediate termination of all benefits without prior notice if Member fails to perform under or breach any part of this Agreement;

2.10 That if Member's participation in the Program is terminated for any reason, Member ceases to be a Program participant in good standing, Member changes Member's web site's URL or Member ceases to offer services on the Internet, Member shall immediately and permanently cease all use of all materials provided to Member by Scores Media through the Program and that Member will remove all files containing materials provided to Member pursuant to the Program from Member's web site;

2.11 That Member is a person over the age of eighteen (18) years;

2.12 That Member is the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights to Member's web site;

2.13 That of those residing in the United States, only citizens or resident aliens of the United States may participate and must supply us with Member's Federal Tax ID Number or Social Security Number that is representative of, and exactly matches the payee name Member provide to Scores Media. Member's failure to supply that information will constitute a basis for terminating this Agreement and for forfeiting any commissions or fees to which Member would otherwise be entitled under this Agreement;

2.14 That upon termination of this Agreement, Member will immediately cease using Scores Media marks and remove any materials supplied to Member or referring to Scores Media, including without limitation any banner ads, from Member's web site;

2.15 That Member agrees to act as a ?Custodian of the Records? required to be maintained by 18 U.S.C. 2257 and 28 C.F.R. Part 75 for any and all images depicting actual sexually explicit conduct of an actual human being that may be used to promote or market the Program regardless of who has produced such images;

2.16 That Member shall properly post the statements in the manner required by Title 18 USC Section 2257(and the regulations promulgated thereunder) (the "Section 2257 Requirements") on Member's web site or other Internet areas Member employs for the promotion or marketing of the Scores Media Program;

2.17 That any information in the nature of the legal names, dates of birth, addresses, and other personal information of actors and models, together with any and all information that is derived therefrom, which Member may receive from Scores Media for purposes of the Section 2257 Requirements, if any, shall be treated by Member as "Confidential Information;" that all of this Confidential Information is the sole and exclusive property of us and that Member shall use the Confidential Information solely for the purpose of compliance with 18 USC Section 2257 and the regulations promulgated thereunder and for no other purpose whatsoever;

2.18 That Member shall protect any such Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use or dissemination of publication of the Confidential Information as Member would use to protect Member's own information of a like nature, including compliance with any law governing the safekeeping or protection of such Confidential Information. Without limiting the generality of the foregoing, Member shall not: (i) copy, reproduce, distribute or disclose to any person, firm or corporation any of the Confidential Information disclosed to Member by us in any matter whatsoever; (ii) permit any third party to have access to such Confidential Information; or (iii) use such Confidential Information for any purpose other than in accordance with the 2257 Requirements;

2.19 That Member shall hold harmless and indemnify Scores Media against any claim for damages, attorney's fees, costs, fines, financial penalties, and assessments resulting from Member's failure to use a reasonable degree of care to prevent the unauthorized use or dissemination of the Confidential Information or resulting from Member's failure to comply with any law governing the safekeeping or protection of such Confidential Information;

2.20 That Member will keep such Confidential Information only so long as Member is required to do so by 18 U.S.C. 2257 and the regulations promulgated thereunder, and that such Confidential Information will thereafter by promptly destroyed in a manner that will not permit its dissemination to any other person, firm, or corporation.

2.21 That all Member's warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement; and

2.22 Member may not copy, reproduce, distribute or create derivative works of any software that Scores Media may provide Member access to; without expressly being authorized to do so by Scores Media. Member may not reverse engineer, decompile, alter, modify, improve, disassemble or otherwise attempt to derive source code from any Scores Media software.

Member acknowledges and agrees that the Program, Member's participation in the Program and Program benefits are subject to the following limitations:

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

3.2 The Program shall at all times have the right, in its sole and exclusive discretion, to terminate the Program and any and all Program benefits relating to Member's Participation in the Program at any time and may do so with or without prior notice or cause.

3.3 The Program, in its sole and exclusive discretion, shall have the right at any time to change or modify the Program, including without limitation, the right to pay Participants in the Program based on "click through" rather than a flat commission or fee for a referral, as defined in paragraph 4.1. If at any time Scores Media changes the Program, Member shall have the right to withdraw and terminate Member's participation in the Program.

3.4 The Program has the right to terminate Member's and any other third party's participation in the Program at any time and may do so with or without prior notice or cause.

3.5 Program benefits are not transferable by Member and may only be used by Member in association with Member's web site while Member is participating in the Program and is a participant in good standing.

3.6 All Program materials, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to Member as part of this Program shall remain the property of Scores Media 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 in writing.

3.7 Scores Media is a service mark or trademark. All rights therein are reserved to Scores Media. Nothing herein shall be construed as a grant or assignment to Member of any rights in any of Scores Media's intellectual property, including, without limitation, any of Scores Media's trademarks or service marks.

3.8 Intellectual Property Rights:

a) By entering this Agreement, Member acknowledge that any and all trademarks, trade names, copyrights and other intellectual property rights owned from time to time by Scores Media or any associated entity, used or embodied in or in connection with the Program shall be and remain at all times Scores Media's sole property. Member shall not during or at any time after the expiration or termination of this Agreement in any way question or dispute the ownership by Scores Media of any such rights.

b) In the event that new trademarks, trade names or copyrighted materials are adopted or created during the currency of this Agreement, Member hereby expressly acknowledge that the same shall be and at all times remain Scores Media property.

For each person who becomes a subscriber to a web site owned, controlled or operated by Scores Media, and who has been tracked and verified as a "referral" to a Scores Media web site from Member's web site, Member will receive a "referral fee" as follows:
Payout Schedule

4.1 A "referral" from Member's web site which entitles Member to a "referral fee" shall be defined as follows:

(i) A person who has been directed to an authorized web site owned, controlled or operated through the use of a hypertext transfer link residing on Member's web site which is in the form of a banner ad or other promotional link which automatically connects any person who clicks on said banner ad or other promotional link to a Scores Media web site, and which banner ad or other promotional link has been supplied to Member as part of the Program; or

(ii) A person who after having been directed to an authorized Scores Media website through the use of the hyperlink banner ad or other promotional link supplied to Member residing on Member's web site has been converted into a subscriber.

A person shall not be deemed a "referral" entitling Member to a commission or "referral fee" if that person leaves the Scores Media web site after having been directed there through the hyperlink banner ad or other promotional link (which has been supplied to Member ) on Member's web site, without becoming a Scores Media subscriber, even if at some later time that same person returns to the Scores Media web site, not through the banner ad or other promotional link (which has been supplied to Member ) on Member's web site, and at that later time becomes a subscriber to the Scores Media web site.

4.2 Member acknowledges and agrees that Member shall not be entitled to a commission or referral fee for any Scores Media subscriber who Member sent or referred to a Scores Media web site in violation of the terms of this Agreement, or for any Scores Media subscriber who does not fall within the terms of paragraphs 4.1 (i) or (ii) or who is excluded under the terms of paragraph 4.1.

4.3 Member also acknowledges and agrees that Member shall not be entitled to a commission or referral fee from Scores Media for any subscription which Scores Media determines is the result of possible fraudulent activity. Member further acknowledge and agree that Scores Media shall have the right, in its sole and exclusive discretion, at any time to expand or modify what it determines to constitute possible fraudulent activity.

Without limiting the foregoing, possible fraudulent activity shall include without limitation, the following circumstances or activities:

(i) Where the subscriber has used or attempts to use a credit card number which is in a negative data base;

(ii) Where there are multiple subscriptions from a single IP address within a short period of time;

(iii) Where there are sequential or multiple subscriptions under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers;

(iv) Where there is a pattern of "bursting subscriptions" characterized by numerous subscriptions from a website in a relatively short time span (the "bursting period"), where there has been history of few subscriptions from that website before or after the bursting period.

(v) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database; or

(vi) Where there have been sequential or multiple attempts to register or subscribe from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number.

4.4 Member acknowledges and agrees that Scores Media shall have the right to deny or withhold payment from Member and to terminate Member from the Program if there has been an abnormal number of chargebacks or cancellations of memberships or subscriptions which have been referred to Scores Media through Member's web site. Member further acknowledges and agrees that Scores Media shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions.

4.5 All commissions and referral fees due and payable hereunder shall be payable in United States Dollars and shall survive termination of this Agreement.

4.6 Scores Media reserves the right, in its sole and exclusive discretion, at any time to alter or modify the Program including the method and terms of all payment benefits to participants. Upon notice of any change in benefits under the Program, Member shall have the right to withdraw or terminate Member's participation in the Program.

Nothing in this Agreement is intended by Scores Media or Member to create or constitute a joint or collaborative venture or partnership of any kind between Member and Scores Media, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between Member and Scores Media, its employees, agents or assigns. Member expressly agrees that it will not hold itself out as an agent, acting with authority, of Scores Media.

5.1 Member acknowledges and agrees that Scores Media shall have no control nor ownership interests of any kind in Member's business or Member's web site.

5.2 Member acknowledges and agrees that Member shall have no financial or other interest in Scores Media or any property owned by Scores Media, its affiliates, agents, successors or assigns.

5.3 Member acknowledges and agrees that Member's relationship with Scores Media shall be restricted to matters pertaining to the Programs exclusively and shall be governed entirely by the terms and conditions as set forth within this Agreement.

5.4 Member acknowledges and agrees that Scores Media has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by Member on, at or in association with Member's web site, except as specifically set forth in this Agreement.

5.5 Member further acknowledge that neither Scores Media nor any employee, associate, agent, assign or successor of Scores Media shall 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 Member's web site, and that Member shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through Member's web site.

Member acknowledges and agrees that Scores Media 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 Member "as is", and that use of the Program and associated materials, including, without limitation is solely at Member's risk. Scores Media 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 Member as part of this Program.

MEMBER EXPRESSLY AGREES THAT USE OF THE PROGRAM IS AT MEMBER'S SOLE RISK. NEITHER SCORES MEDIA, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PROGRAM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE PROGRAM.

(B) THE PROGRAM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

(C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. MEMBER SPECIFICALLY ACKNOWLEDGES THAT SCORES MEDIA IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER MEMBER'S OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH MEMBER.

(D) IN NO EVENT WILL SCORES MEDIA OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE PROGRAM, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM. MEMBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE PROGRAM.

(E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, SCORES MEDIA NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE PROGRAM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY.

Member further acknowledges and agrees that under no circumstances shall Scores Media, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to Member, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind with regard to any losses due to server problems or due to incorrect placement of HTML coding.

7.1 Notwithstanding the foregoing express limitations of liability, Member acknowledges and agrees that should Scores Media, its officers, employees, successors, or assigns be held liable to Member for damages, injuries or losses of any kind, directly or indirectly resulting from Member's participation in the Program, that the total dollar amount of liquidated damages for any and all of Member's claims, injuries, damages or losses shall not exceed one hundred dollars ($100.00).

Member hereby confirms and acknowledges that Member has unilaterally decided to enter into an Internet service business and acknowledges that it is a high risk business. Member further confirms, acknowledges and expressly agrees that neither Scores Media, any agent or representative of Scores Media, nor any other person has at any time in the past, represented to Member or has otherwise directly or indirectly communicated in any manner to Member any guarantee, reassurance or any other communication of any kind regarding:

(a) the potential profitability or likelihood of success of Member's participation in the Program as set forth in this Agreement or otherwise;

(b) the possibility or likelihood that use of any products and/or services provided pursuant to this Agreement can or will result in the recoupment of any funds expended by Member for the promotion of Member's web site or any other purpose; or

(c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve Member's participation in the Program pursuant to this Agreement.

8.1 Member expressly acknowledges and agrees that the success of any business endeavors which involve Member's participation in the Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, Member's administrative capabilities, etc., and that the ultimate success or failure of Member's business rests with Member and not Scores Media. Member further expressly agrees not to raise any claim of any kind against Scores Media and Member agrees to hold Scores Media harmless from any claim of loss to Member directly or indirectly resulting from Member's decision to participate in the Program pursuant to this Agreement.

Scores Media shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with Member's web site except for that content which is supplied to Member by Scores Media, provided that said content supplied to Member by Scores Media has not been altered or modified by Member or any other party.

Member acknowledges and agrees that the term of this Agreement is at will, and this Agreement and/or the Scores Media Program may be terminated by Scores Media, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason.

10.1 In the event that this Agreement or the Scores Media Program is terminated by Scores Media, Member shall be entitled to all unpaid commissions or referral fees earned by Member prior to the date and hour of termination. However, Member shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination.

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

11.1 Member agrees that Scores Media may from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to Member hereunder either with or without notice. Other terms and conditions may be modified by us at any time upon e-mail notice to Member or by posting at ScoresLive.

11.2 Member agrees that no modification of this Agreement by Member, Member's employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless first reduced to writing and signed by a duly authorized representative of Scores Media.

11.3 Member agrees that no officer, employee or representative of Member or Scores Media has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and Member acknowledges and agrees that Member has not executed this Agreement in reliance upon any such representation or promise.

11.4 Member acknowledges and agrees that the failure of Scores Media 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.

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

11.6 Member agrees that Scores Media may at any time, and without prior notice to Member, freely assign all or part of its duties, obligations and benefits hereunder.

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

Scores Media strongly advises that Member reviews this Agreement with Member's attorney before Member enters into it. Member acknowledges and agrees that nothing herein and no statement by us or any employee, representative, agent or other person associated with Scores Media has in any way prevented or inhibited Member in any way from seeking such advice prior to entering into this Agreement. Member hereby acknowledges and agrees that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that Member have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.

This Agreement and any operating rules for the Program established by Scores Media constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

By placing a check mark in the box and clicking the ?Accept' button on the Programs sign up page, and by supplying Scores Media with all the required information to sign Member up to the Scores Media Program, Member is acknowledging that Member agrees to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.

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