Partner Program Terms of Use and Affiliate Agreement

The CorpNetPartner Program (CPP) is comprised of the following:

Resellers, Enterprise Clients, and Referral Partners,

Resellers:

A reseller is an eligible and approved individual or business entity who provides services to his/her clients which are fulfilled by CorpNet, Incorporated (CorpNet). The primary features of this program are:

• Non-branded packaging is provided directly to the reseller
• The reseller may charge his/her clients whatever fee is appropriate for his/her services.
• CorpNet serves as a “Silent Fulfillment Partner” in the area of business compliance and filing services.
• CorpNet does NOT contact the client directly
• Special discounts and custom pricing and packages are available.
• NO COMMISSIONS ARE PAID FOR SALES IN THE “RESELLERS” PROGRAM

Enterprise Clients:

An Enterprise Client may be any eligible and approved individual or business entity – reviewed, approved, and designated as such at the sole discretion of CorpNet. The Enterprise Program is designed for clients with high volume who require special pricing and/or packaging. NO COMMISSIONS ARE PAID FOR SALES IN THE “ENTERPRISE CLIENTS” PROGRAM.

Referral Partners:

A Referral Partner may be any eligible and approved individual or business entity who “refers” a customer to CorpNet. The primary features of this program are:

• CorpNet works directly with the client minimizing any involvement by the Referrer.
• The Referrer publishes special links that track sales for a given Referral Partner.
• A Referral Partner may, through selection of links, elect to “Pass On the Savings” to a customer in lieu of receiving a commission for a specific transaction.
• The “Last Link Clicked” controls Who gets credit and whether it will be a “Commission” sale or a “Pass On the Savings” sale. A single transaction must be ONE OR THE OTHER.
• Commissions may only be earned on FULL RETAIL purchases of our products and services. Where a purchase was made under The “Reseller” Program, the “Enterprise Clients” Program, or as a “Pass On The Savings” Referral, NO COMMISSIONS SHALL BE EARNED. In addition, NO COMMISSIONS SHALL BE EARNED where special discounts or pricing and/or packages were purchased by any buyer.

Where eligible and approved by CorpNet, One individual or business entity may participate in all three programs simultaneously.

The CorpNetPartner Program is an affiliate/referral program for Service Professionals who wish to provide business formation filings, corporate compliance, trademark, and other Business-Startup/Compliance services to their clients and/or website visitors. The term “CorpNetPartner” and “Affiliate” may be used interchangeably in this agreement.

This Affiliate Service Agreement (the “Agreement”) is made by and between CorpNet, Incorporated, a California, USA corporation (“CorpNet.com” “We”, “Us”, “Our”), and you, (“You”, “Your”, “Affiliate”) as an Affiliate utilizing the CorpNet Affiliate Service.

You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Affiliate Service. By signing up for the CorpNet Affiliate Service, You indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, You may not use the CorpNet Affiliate Service as an Affiliate.

All terms and conditions herein are subject to change. CorpNet may modify the terms of this agreement at anytime. Any such modifications shall be posted to the website: www.CorpNet.com/Partners/.

Earning Commissions – Referral Partners Only

You will receive a Commission for sending CorpNet paid sales via Your Links. In order to place Links, You must first submit Your online application and be approved by CorpNet to become an “Referral Partner” of the “CorpNetPartner Program.”

You receive the Commission from CorpNet, Incorporated. Payments are made automatically on the twentieth (20th) day of each month when Your Account balance reaches $50 or more for the previous months’ transactions. Money credited to Your Account does not accrue interest.

You understand that the Payout amount may be changed at any time. You are responsible for determining if the Payout for a Link You have placed on Your site has been changed, altered, or has been discontinued.

In the event of a VOID Commission by CorpNet, We may recover from You the corresponding Commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings. You will NEVER be asked to send money to CorpNet.com.

An approved Affiliate must be Active and in Good Standing with CorpNet to be eligible to receive Commission.

You earn Commissions in the form of REFERRAL REVENUE as described herein.

REFERRAL REVENUE: Referral Revenue is defined as UP TO 25% of Net Revenue (defined below) for every order You refer to CorpNet through an online tracking url unique to You, or, in the case of a telephone order, where the customer specifically names You as the referral source, all subject to terms, conditions, and limitations stated herein.

Commissions may only be earned after an order is Paid and CorpNet has Received Payment In Full for a given order.

Commissions may only be earned on FULL RETAIL purchases of our products and services. Where a purchase was made under The “Reseller” Program, the “Enterprise Clients” Program, or as a “Pass On The Savings” Referral, NO COMMISSIONS SHALL BE EARNED. In addition, NO COMMISSIONS SHALL BE EARNED where special discounts or pricing and/or packages were purchased by any buyer.

NET REVENUE: Net Revenue represents the Amount Subject to Commission. For purposes of calculating the Amount Subject to Commission, Net Revenue is defined as:

Gross Revenue, paid to and received by CorpNet, less:

• Federal, State, County, City, and Governmental fees
• Discounts, Coupon Codes, Returns, Chargebacks, and Credits
• Fees payable to Third Parties
• Certain Variable Operating Costs associated with a given order
• Disputes and Concerns

We WANT to Pay You! As our Affiliate, Your success is critical to our success. Thus, in many cases we will do our best to resolve the issue fairly. However, when disputes occur, You agree to the following:

All disputes regarding Sales Commissions You believe to be due to You must be made within 60 days from the date of the sale that You claim You should have earned a Commission on. Disputes must be sent via email to: affiliates@corpnet.com

Important Points in this Agreement

• You place CorpNet Links and Banners anywhere on Your site within Your discretion, or within email campaigns where users have opted in to receive email from You –SPAM AND MARKETING TO PURCHASED EMAIL LISTS ARE NOT ALLOWED. Any email campaign using the CorpNet name or product must represent CorpNet in accordance to our branding/marketing conditions.
• You may also place Links and Banners within Your social media pages for which You are an ADMIN; You may NOT post links that may be considered SPAM in Social Media Channels that you do not control or Third Party websites or blogs. You may NOT post the Links or Banners anywhere within any CorpNet properties such as CorpNet.com, the CorpNet BLOG, CorpNet-managed Social Media Pages and/or Groups. You may place Banners or Links within Your newsletters, in content of Your website, or within other web related content so long as they are not SPAM.
• You may place Banners or Links within Your newsletters, in content of Your website, or within other web related content so long as they are not SPAM.
• In the event that there are one or more possible CorpNetPartners / Affiliates who MAY have referred one particular order, the LAST IN TIME Affiliate’s Link will control and determine the Affiliate eligible to collect the Commission tied to that order.
• Commissions are NEVER Split between CorpnetPartners / Affiliates
• We may email You concerning CorpNetPartner Programs and administrative or billing matters.
• We might change the service here and there, now and later. Any changes to this program will be posted via html page at CorpNet.com, and/or other Web Properties owned and operated by CorpNet, Incorporated.
• Adult sites, Hate sites, or any other related sites or social media pages/channels that are deemed inappropriate by CorpNet are not allowed. Use of these sites can void Your Affiliate Agreement with CorpNet.
• All statistics are collected and calculated by CorpNet.com, and shall be the only valid statistics used for determining Commissions.
• Any page that contains CorpNet Links, Banners, or code must be written in English or Spanish.
• As an Affiliate, You may only have ONE Affiliate/CorpNetPartner account. You may have multiple sources, web properties, or channels for purposes of marketing CorpNet services, but only one CorpNet approved account is allowed.
• Self-referrals for Affiliate accounts are ALLOWED.
• International Affiliates (those with addresses outside of the 50 U.S. States) are NOT ALLOWED.
• You won’t hold Us liable for anything, except where that would be prohibited by law. Severability: If any part of this Agreement is voided or found to be invalid, the remaining portions of the Agreement remain enforceable.
• Your publication of CorpNet Banners and Links, or where CorpNet Links to You or other Affiliates, DOES NOT imply that CorpNet endorses said publications and CorpNet does not accept any responsibility for the content or the use of such Web site(s).
• SPAMMING IS NOT ALLOWED. We will terminate Your account on the first offense of SPAMMING. Do not send email to lists or groups that You do not have permission to send to. We WILL terminate Your account on the first offense and You will FORFEIT YOUR COMMISSIONS.
• Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $50. An account is considered “Inactive” where no user has logged in to the account for 6 months AND no transactions have posted to that account in the past 6 months.
• NOT ALLOWED: All other uses of Banners or Links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks, etc. are NOT allowed.
• NOT ALLOWED: Any placement of creative in a “Desktop” advertising scheme is NOT Allowed. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
• NOT ALLOWED: Any display of a CorpNet window that isn’t the result of a direct click by the end-user is NOT ALLOWED.
• Failure to abide by these rules could mean termination from a given program, or from CorpNet completely along with a complete forfeit of Commissions.

Fraud

Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-through using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS in addition to possible criminal prosecution to the maximum extent allowed by law.

Relationship of the Parties

Notwithstanding any provision hereof to the contrary, for all purposes of this Agreement CorpNet, on the one hand, and Affiliate, on the other, shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract or obligation. There is no intent to create, and at all times under this Agreement there shall not be, the relationship of employer-employee between CorpNet, on the one hand, and Affiliate, on the other hand. Subject to the terms and conditions of this Agreement, CorpNet will not control the means and method by which the Affiliate markets CorpNet Services hereunder.

Contractor and Contractor’s Representative acknowledge and expressly agree that (i) Contractor is an independent contractor and is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort, including, but not limited to, workers’ compensation insurance and unemployment insurance with respect to its principals and employees; (ii) Affiliate (nor any of Affiliate’s other personnel) has any eligibility, right, or claim to pension, annuities, or other benefits or compensation otherwise provided to employees of CorpNet.

PRIVACY POLICY

We will not disclose personally identifiable information we collect from You to third parties without Your permission except to the extent necessary including:

• To fulfill Your service requests for services,
• To protect ourselves from liability,
• To respond to legal process or comply with law, court order or legal process served on our website or
• In connection with a potential merger, acquisition, or liquidation of the company. We use an email service provider and credit card authorization company to perform services for Us. These companies do not retain, share, store, or use personal information for any other purposes.
• We reserve the right to disclose Your personally identifiable information as required by law and when We believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served on our website.

SERVICE AND SUPPORT

CorpNet will provide support for the Service as indicated on the CorpNet Web site.

EMAIL CONTACT

CorpNet.com reserves the right to send e-mail to You for the purposes of informing You of applicable changes or additions to the Service or any CorpNet related products and services.

CHANGES TO THE SERVICE

CorpNet.com reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, CorpNet will notify You via e-mail, newsletter or the CorpNet or CorpNetpartner.com Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.

REGISTRATION

To sign up as an Affiliate of CorpNet and to use the Service You must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be Your social security number for individuals, or a Federal tax-id for corporations or entities.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN THIS PROGRAM: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide CorpNet with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that CorpNet may rely on any data, notice, instruction or request furnished to CorpNet by You which is reasonably believed by CorpNet to be genuine and to have been sent or presented by a person reasonably believed by CorpNet to be authorized to act on Your behalf. You shall notify CorpNet by e-mail at affiliates@corpnet.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by CorpNet and referral to the appropriate law enforcement agencies.

ACCEPTED USE

You represent to CorpNet that all content You provide as part of your efforts in this service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual’s or organization’s rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As CorpNet may not review all information provided by You, You shall remain solely responsible for Your content and Web site. As an Affiliate, You may not artificially inflate traffic counts to CorpNet using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects.

Links may NOT be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related CorpNet for that Link.

CorpNet.com RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF CorpNet.com. If You are terminated from the Service, CorpNet has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join the CorpNet Affiliate Program.

WE ARE NOT A LAW FIRM

CorpNet is NOT A LAW FIRM and DOES NOT ENGAGE IN THE PRACTICE OF LAW. If you are providing our services to third parties, YOU may not engage in the practice of law unless you are licensed to practice law in that jurisdiction.

LIMITED WARRANTY

The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CorpNet DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF CORPNET.COM ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, CORPNET.COM SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. CorpNet will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold CorpNet liable for any of the consequences of such interruptions. CorpNet SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. CORPNET.COM SHALL HAVE NO LIABILITY WITH RESPECT TO OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF CORPNET HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF CORPNET HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY AFFILIATE AS A DIRECT RESULT OF THIS AGREEMENT.

LIMITATION OF LIABILITY

CORPNET.COM OR ITS SUPPLIERS OR RESELLERS OR CORPNET.COM SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE CORPNET.COM SERVICE OR ANY INFORMATION PROVIDED ON THE CORPNET.COM WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF CORPNET.COM OR A CORPNET.COM AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CORPNET.COM’S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

You agree that CorpNet.com, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You agree to indemnify, defend, and hold harmless CorpNet and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

NON-DISCLOSURE

CorpNet.com acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information (“Confidential Information”) of Your company. CorpNet agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term “Confidential Information” shall not include information that is or becomes part of the public domain through no action or omission of CorpNet.com, that becomes available to CorpNet from third parties without knowledge by CorpNet of any breach of fiduciary duty, or that CorpNet had in its possession prior to the date of this Agreement. CorpNet COLLECTS information about Your referred customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive from Your referred visitor shall be subject to the privacy policy posted at www.CorpNet.com.

OWNERSHIP AND LICENSES

You, the Affiliate, are granted a non-exclusive, limited, revocable right to use CorpNet provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the CorpNet.com, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain CorpNet.com’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.

CorpNet.com may immediately terminate Your license to use the marks if CorpNet reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the CorpNet above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the CorpNet.com’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the CorpNet.com.

REPRESENTATIONS

CorpNet.com makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-CorpNet.com Web site does not mean that CorpNet endorses or accepts any responsibility for the content or the use of such Web site.

ASSIGNABILITY

Affiliate or CorpNet may assign this Agreement to any successor or Affiliate upon notice to the other party and mutual agreement between both parties.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

JURISDICTIONAL ISSUES

This Agreement shall be governed by the laws of the United States, State of California, County of Ventura (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of California, County of Ventura, USA and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

MISCELLANEOUS

If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and thus shall not void this agreement in its entirety.

If You have any questions, please contact affiliates@corpnet.com.