Terms, Conditions & Affiliate Agreement

This Agreement constitutes the terms and conditions of your relationship as a Commission River publisher (Agent). By reading and digitally signing this agreement you will be enrolled as a Commission River ("CR") Agent and do hereby agree to abide by and be bound by these terms and condition.

1. AUTHORIZATION AND DUTIES

Agent is authorized as a non-exclusive independent sales agent for the term of this agreement to promote and sell services and products for vendor partners of CR ("Advertisers") listed in the CR Agent back office located at publisher.commissionriver.com. Agent is over 18 years old and is not subject to any non-compete agreements and is fully authorized to sign this legally binding agreement.

2.INAPPROPRIATE METHODS

Agent agrees not to use inappropriate methods of advertising or selling. Inappropriate methods include:

A. Spam or Unsolicited E-mail meaning e-mail messages or advertisements sent to individuals who have not requested such information be sent to them.

B. Adware or Pop-ups meaning software installed on an individuals computer enabling users' browser to be hijacked, redirected or cause ads to display on users computer.

C. Soliciting individuals by phone without special permission from CR.

D. BBS postings Posting CR products or services on Craigslist, Ebay, and other sites prohibiting such posting.

E. Improper Use of Vendor Trademarks CR affiliates may not use vendor names in URLs, Pay-Per-Click terms, or use vendor logos on your website with out express written permission from such vendors.

F. Inappropriate Content CR affiliates may not post links to CR offerings or plug-ins on web pages that:

i. Contains sexually explicit material, distasteful or vulgar images or language, or other adult-oriented content;

ii. Promote violence, discrimination, or hate toward any persons or groups, or illegal activities;

iii. Promote the sale, use, or consumption of alcohol, tobacco, hazardous substances or weapons; sale use, or consumption of prescription or illegal drugs; or promotes gambling;

iv. Sell, promote, or otherwise relate in any way to counterfeit, bootlegged, or stolen items, including intellectual property items, music downloads, or other similar items, or promotes the use or sale of hacking, surveillance, interception, or de-scrambling equipment;

v. Promote the use of pyramid, ponzi, or similar investment schemes.

G. Any method of advertising, marketing or selling specifically prohibited by a CR Vendor as posted in the Agents back office at publisher.commissionriver.com

3.CONDUCT

CR seeks to project a professional image in public and provide a professional work environment among agents and CR staff. Agent shall use Appropriate Conduct when working with CR staff and fellow CR agents as well as when representing CR in public forums. Appropriate Conduct consists of communicating respectfully and conducting oneself honestly and ethically. Swearing, vulgarity, obscenity, flaming, intimidating and insulting staff or fellow agents whether in public or private are violations of Appropriate Conduct and will not be tolerated. Also, unethical behavior such as lying, posting false information, stacking agencies, submitting bogus orders, and other dishonest behavior will not be tolerated.

4. INTELLECTUAL PROPERTY

Agent will use only those promotional materials which CR's Advertisers have provided. The use of logos and other trademarked names, symbols insignias and other intellectual property is the property of CR's Advertisers and CR may not grant the right to use such property. The parties agree that this provision shall extend to Web Sites and Web Pages on which Agent may offer services of such Advertisers. Agent will not use proprietary information for recruiting or marketing purposes. Proprietary information includes but is not limited to customer lists or agent lists ("Lists") belonging to an entity which entity has not granted permission to Agent to use such List(s). In the event Agent is found to have used such information, Agent may be terminated immediately.

5. CIRCUMVENTION

Agent will use tools provided within the CR publisher back office to generate referrals of products and services. Agent will not attempt to circumvent CR's relationship with Advertisers by negotiating with or entering into an agreement, directly or indirectly, with Advertisers.

6. COMPENSATION

As compensation for selling CR services, CR will pay Agent commission in accordance with the compensation listed for such service. Bounties shall be paid as listed within the CR back office located at http://publisher.commissionriver.com. Commission payments to Agent are dependent upon cash receipt by CR from its Advertiser partners. CR will distribute funds received from its Advertiser partners within 30 days of receipt and reserves the right to distribute a pro-rata share of commissions if Advertisers do not remit complete payments.

Agent must sell at least one CR product or service within the first 60 days of becoming an Agent and sell not less than one CR product or service for each twelve months to maintain an active agent status and be eligible for continual payment of commission.

7. LIMITATION OF LIABILITY

CR shall have no responsibility for the payment or withholding of taxes in connection with any commission due hereunder. Agent is an independent contractor. All applicable taxes must be paid by Agent.

8. TERMINATION

CR retains the right to terminate this Agreement for cause or for convenience. Upon termination, Agent shall destroy or delete all tools and materials provided by Commission River and shall also be prohibited from accessing the CR online application and tools. If termination is for convenience Agent shall continue to receive commission on orders submitted prior to the termination date. If termination is for Cause due to a breach of this Agreement termination will cease immediately. Termination may be issued in writing by U.S. Mail, or by e-mail to the e-mail address listed in Agents profile, or verbally by phone call to agent to the phone number listed in the Agents profile

9. ATTORNEYS FEES

If any action is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorney's fees in addition to any other relief to which the party may be entitled.

10. ENTIRE AGREEMENT

This agreement supersedes any and all agreements, both written and oral, between the parties with respect to the rendering of services by CR and its partners, and contains, together with any attachments hereto, all of the covenants and agreements between the parties with respect to the rendering of these services in any manner whatsoever. Each party acknowledges that no inducements, promises, or agreements, written or oral, have been made by either party that are not embodied in this agreement. Any modification or waiver of any term or condition of this agreement is effective only if it is in a written addendum attached hereto, signed and dated by both parties.

11. WAIVER

The terms, covenants, representations and warranties of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time to require performance of any provision hereof shall, in no manner, affect the right at a later date to enforce the same. No waiver by either Party of any breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach, or the breach of any other term, covenant, representation or warranty of this Agreement.

12. GOVERNING LAW; VENUE

The laws of the State of Utah will govern the validity and construction of this agreement and of the rights and duties of Agent and CR. Jurisdiction and venue of any suit or action arising out of this agreement or the performance rendered by either party pursuant to this agreement shall lie only in Utah and CR, by execution of this Agreement, irrevocably consent to the personal jurisdiction of any federal or state court of such venue.

13. SUCCESSORS AND ASSIGNS

This agreement shall inure to the benefit of and be binding on the parties' successors and assignees.

14. INDEPENDENT AFFILIATE

Nothing in this Agreement shall constitute a Party as legal representative or agent of the other Party having the right or authority to assume, create or incur liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party. Neither Party nor anyone employed by either Party shall be considered an agent of the other Party for purposes of Unemployment or Worker's Compensation coverage, the same being hereby expressly waived and excluded by the parties hereto.

15. CHANGES TO TERMS AND CONDITIONS

Agent acknowledges the above Terms and Conditions may change from time to time and Agent herby agrees such future changes will be binding upon Agent.