Ad2action Affiliate Reseller Agreement

This agreement is applicable to a participant in these partner "programs":

· LANDING PAGE PRODUCT Program

· LANDING PAGE TRAINING Reseller Program

· LANDING CERTIFIED TRAINER/CONSULTING Program

In this agreement, the terms:

* "Participant" refers to "you", "your" or "Reseller"

* "We" (ad2action, Inc.) may be used as "we", "our", "us" or "AD2ACTION"

* "Website" refers to www.Ad2action.com

Note: The AD2ACTION trademark is owned by Ad2action, Inc.

IMPORTANT E-SIGN NOTICE - CONSENT TO ELECTRONIC RECORD

E-SIGN, the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.), requires that you consent to entering into an electronic agreement with Ad2Action before the agreement is executed.  Please read the following information carefully.

The entire agreement between you and Ad2Action will be evidenced by an electronic record.  However, you must consent to the use of an electronic record and read and electronically agree to the Terms and Conditions of the Affiliate Agreement.

To access these documents and submit your online application, you will need the following hardware and software: A Personal Computer (“PC”) with modem or other Internet access device and operational Internet browser software (e.g., Netscape Communicator or Internet Explorer Also indicate whether a PDF Browser such as Adobe Acrobat is necessary).

You may withdraw your consent to the use of electronic records at any time.  However, should you do so, your Affiliate Agreement will be automatically terminated and you will lose all rights to any customers (including but not limited to any property rights you may have), and you will lose all rights to all remuneration under the Ad2Action commission Plan.  Should you wish to withdraw your consent to the exclusive use an electronic agreement (and thereby terminate your agreement with Ad2Action), or update any of personal information, you must do so by contacting ad2action directly.

Should you wish to obtain a paper copy of the Agreement, including the Terms and Conditions, Policies and Procedures, and Commission Plan, please send an E-mail requesting those documents to the following E-mail address: This e-mail address is being protected from spambots. You need JavaScript enabled to view it .  Your request must include your name, your Affiliate identification number, your mailing address, and your E-mail address, ad2action may charge a fee of  $10 for providing this service.  Upon receipt of such a request, Ad2Action will mail you the then current version of each document.

You agree that Ad2Action may amend the Terms and Conditions, the Policies and Procedures, and the Commission Plan at its sole discretion at any time.  You may also access the version of these documents that were in effect at the time you executed your electronic agreement. The most current version of the Terms and Conditions, the Policies and Procedures, and the Commission Plan are always available at Ad2Action’s official web site for viewing, printing and downloading.

Should there ever be a change in the equipment or software necessary to access the Terms and Conditions, Policies and Procedures, and the Commission Plan, Ad2Action will advise you of the same and will provide you with a list of the equipment and software that is necessary.  Upon such event, you may voluntarily terminate your agreement with Ad2Action.

By selecting “I have read and agree to the Terms of Service” option, you consent to the use of electronic records evidencing your Ad2Action Independent Affiliate Agreement.  If you do not select this option, the enrollment process will be terminated and you will be returned to our home page.

The following Ad2Action, Inc. Independent Affiliate Agreement is a legal agreement between you and Ad2Action.  Ad2Action IS WILLING TO EXTEND TO YOU THE RIGHTS AND BENEFITS OUTLINED IN THE AGREEMENT ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.

Agreement:

1. General

After your application is been approved, you will be appointed as an AD2ACTION Affiliate. You may become a Certified Reseller upon completion of our Certified Reseller Training Class. As an Affiliate, You are entitled to resell any of the "Products" offered on www.AD2ACTION.com

We will be responsible for:

Building the Products for you to resell.

Offering technical support for the Products.

You will be responsible for:

Selling our Products to your customers through your website.

Making every effort to resell 25 or more Products a year.

You can resell our products in any country. You can offer services to your customers, using our Products. When offering consulting and training services, state that you are a Certified Reseller and Certified Affiliate. Upon completion of our Certified Consultant and Certified Trainer programs, you will be able to represent that you are a Certified Consultant, Certified Trainer.

Our products categories for our Affiliate Resellers are as follows:

2. Pricing

You acknowledge that we can change our prices, discounts and commissions any time.

We will be responsible for the product orders, payments, delivery, cancellations and returns for your customers, especially since they will be purchasing our Products through your website.

You will hold us harmless and indemnify us for all fraudulent transactions processed with the unique affiliate link code we issue you.

You may purchase Products from us using your affiliate link code. But you may not join our program with the sole intention of using this link code to get discounted products for your use. You are joining our program with the primary intention of reselling licenses to your clients. You cannot combine your discount with any other discount we offer, to receive a higher level of discount.

3. Commissions

We will pay you a commission on the percentage of the sale price. The minimum monthly payment to you is $50 US. Any amount lower than this will be held in your account until this minimum payment threshold is reached. We will pay you after your sales have cleared the sixty-day credit card period. We will not be responsible for paying interest accrued over this time. We will deduct any "refunds" or "charge backs" from your commissions.

We can reject any order that does not comply with our rules, procedures and/or policies. You cannot make or accept any order on our behalf. We are not responsible for representations made by you to your customers.

We will make available, statements of your sales activity to you via a secure login web page.

4. Intellectual Property

We grant you a non-exclusive, non-transferable, revocable license to use our ad2action Logo ("Mark") in marketing materials, solely for purposes described in this Agreement. You will acknowledge that we will retain all right, title and interest in and to the Mark and other marks used by ad2action ("Marks"). You shall agree not to, now or in the future, contest the validity of our Marks or take action that would impair the value of / or goodwill associated with our Marks. And you agree that your use of the Marks shall be to our enduring benefit.

We shall retain all rights / interest in the Products, the content included in our Products, and our web site, as well as all associated trademarks / copyrights / other intellectual property rights ("IP"). This IP will remain our sole property. You will not change or alter the copyright / trademark notices placed in our Products or on our website. We shall reserve all rights not expressly granted by us to you ay any time.

All of the "Products" must be clearly identified by the names provided on our website. You can customize these Products using the features included within them. You can retain the IP rights to any unique content, which is not a derivative of the Products, which you incorporate in the Products after purchasing from us through our website. You will not use the knowledge gained and other IP included in these Products to develop a system / process which is competitive to these Products. And you will not modify / disable / decompile / disassemble / translate / reverse engineer / rent / lend / lease or broadcast these Products or any part thereof. The use of the terms "resell," "purchase" and "price" will not mean transfer of title or ownership. We will reserve all rights not expressly granted in this Agreement. You will not representation, guarantee or warranty any person regarding the characteristics or performance of the Products.

You warrant that the information you have provided as part of the Application process, is 100% complete and accurate. Any express or implied warranties, except as explicitly provided herein, such as warranties of merchantability and fitness for a particular purpose, are excluded from this agreement. We provide no warranty that the Products, or our efforts, will fulfill any of your / your customer's purposes or needs. You will not make any representations / warranties / guarantees regarding the Products that are in addition to / inconsistent with those contained within the License Agreement. We will not be obligated to any 3rd parties with whom you make proposals or agreements with, which are contrary to this License Agreement.

5. Liability

We are not liable for any loss or damage which may arise in connection with the Products referred to in this agreement. We are not liable for any indirect / incidental / special / consequential damages or damages for lost profits / revenue / data or use, whether in contract or tort by you or your customers. Our total liability arising under this agreement will not exceed the commissions payable to you.

You will agree to indemnify and hold us harmless from all claims / liabilities / costs and expenses arising from your performance under this agreement; changes / additions or modifications you make to the Products; negligence or other acts or omissions of your agents and employees; as well as any delay / misuse / malfunction or other cause solely within the control of / under the authority of yourself.

6. Confidentiality

The term "Confidential Information" hereby means: (a) any non-public technical or business information including know-how, product and service information; and (b) any and all other information that is marked as "Confidential".

Both parties will hereby maintain in strict confidence, all Confidential Information and will not use such information except as permitted herein. Both parties will take all measures to maintain the confidentiality of this information. All Confidential Information will remain the property of the disclosing party both during and after the term of this Agreement. Nothing in this Agreement shall limit or prohibit either party's use of information which is publicly or generally known.

Nothing in this Agreement will be construed as limiting our marketing / sales activities or limiting the appointment of other affiliates / resellers / distributors / agents in your or other areas.

You will always conduct business in a professional manner which reflects favorably on us at all times. You will avoid practices that are perceived as deceptive / misleading / improper. You will not bring us / our associates into disrepute, promote any form of slander / racism / or unfair business practices. You will not ay any time send unsolicited bulk emails which advertise, promote, or make reference to us, or any of our associated companies, employees or contractors. Other prohibited forms of sales or advertising include postings to non-commercial newsgroups and posting to multiple newsgroups or forums at once. You may not advertise in any way that conceals or misrepresents your identity, domain name, return email address or other contact information. You agree to comply with all laws related to Internet marketing in the countries you are marketing within.

7. Waiver & Termination

The full term of this agreement begins upon our acceptance of your application and ends when terminated by you or us. Either party may terminate this agreement at any time, for any reason, and will be effective immediately, by giving the other party notice of termination by email or written letter. You will earn commissions on sales occurring during the term. Inactive participants may be removed from participation in this Program at any time, if there are little or no sales generated over a 6-month period.

Any failure or delay by us to enforce or exercise the rights under this Agreement shall not be construed as a waiver of our rights or your obligations. If any provision of this Agreement is held to be invalid or unenforceable in court, then (1) the validity of this provision as applied to any other circumstances and the validity of other provisions shall not be affected and (2) such provision shall be reformed by the court to the extent needed to make such provision valid and enforceable in relation to the dispute raised, with the purpose of achieving as nearly as legally possible the same effect. Upon terminating this Agreement, the non-disclosing party will return all Confidential Information to the disclosing party, or destroy all Confidential Information and certify in writing or by email, that it has been returned or destroyed. You agree to be bound by our Privacy Policy in all dealings with customers and others.

8. Independent Contractor

You agree that as an Ad2Action Affiliate you are an independent contractor, and not an employee, partner, legal representative, or franchisee of Ad2Action.  You agree that you will be solely responsible for paying all expenses incurred by yourself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses.  You UNDERSTAND THAT YOU SHALL NOT BE TREATED AS AN EMPLOYEE OF AD2ACTION FOR FEDERAL OR STATE TAX PURPOSES.  Ad2Action is not responsible for withholding, and shall not withhold or deduct from your bonuses and commissions, if any, FICA, or taxes of any kind.

9. Disputes & Force Majeure

This agreement, and the rights and obligations of the parties, and the relationship between the parties, will be governed by and construed and enforced in accordance with the laws of the state of Utah.

Prior to the initiation of any litigation arising out of any claim, controversy, or dispute relating to this Agreement, the parties will make a good faith effort to resolve the issues through mediation using a certified and approved mediator. If the parties are for some reason unable to resolve issues through mediation, then the dispute must be submitted to arbitration in accordance with the Commercial Rule of the Arbitration of the American Arbitration Association and judgment for the award shall be entered in any court having jurisdiction thereof. Such arbitration will be conducted in Washington County, Utah.

You will acknowledge that the unauthorized use or disclosure of Confidential Information or breach of the obligations to protect our IP may cause immediate and irreparable damage to us and that monetary damages may be inadequate and, therefore, we will be entitled to seek injunctive and other equitable or legal relief to prevent or compensate for such unauthorized use or disclosure at that time.

If the performance of this hereby Agreement or any obligation hereunder, except payment of monies due, is materially affected by fire or other casualty; war; law, failures in equipment or the internet; or other acts beyond the control of the party charged with performance, then they upon giving notice to the other party shall be excused from such performance under this agreement.

10. Notices

All such notices made under this agreement shall be made through the use of registered mail or electronic mail (email). You will agree to be bound by any applicable agreements or policies posted on or through our website. We reserve the right to change this Agreement at any time, and any changes will be effective upon the date we post such changes to the website. Your continued resale of our Products constitutes your binding acceptance of the changes that we may make to this agreement. And if any part of this Agreement or any future change(s) are not acceptable to you, then you must cancel your participation to this agreement by emailing us.

This Agreement constitutes the entire agreement between both parties relating to the Reseller Program and it supersedes all prior written, verbal and electronic communications.

** END AGREEMENT