The Shift Network Referral Partner (Affiliate) Agreement

The following are the terms and conditions of participating in The Shift Network Affiliate Program. “Affiliate” or “you” refers to yourself, and “The Shift Network” refers to The Shift Network, Inc., a Delaware corporation located at 101 San Antonio Rd., Petaluma, CA 94954 United States.

All Affiliate applications are subject to approval by The Shift Network in its sole discretion.

1. Definitions

“Referral Partner” and “Affiliate” are equivalent and interchangeable terms to describe you and your relationship with The Shift Network. In addition, “Affiliate Link” and “Referral Partner Link” and “Referral Partner Redirect” are interchangeable terms to describe a unique URL designated by The Shift Network, Inc. which allows The Shift Network to identify visitors from your web site as originating from you.

“Expenses” means advertising fees, taxes paid by customers, withholding taxes, discounts, bad debts and other write-offs, a reserve for returns, refunds, and currency exchange fees, if any.

“Product” refers to The Shift Network products, which will include virtual courses, membership programs, and related products that will be more fully described at http://The Shift Network.com . Note: The Shift Network reserves the right to exclude certain categories of Products and/or specific Products from inclusion in theAffiliate Program at its sole discretion.

“Buyer” means an individual or entity that purchases the Product.

2. Payments and Commissions

The Shift Network will pay Affiliate a commission of between 10% and 60% of the total amount collected by The Shift Network, less Expenses, for each referred sale of the Product which is identified by a visitor from Affiliate’s web site using its unique Affiliate Link (“Commission”). Specific commissions are determined on an offer-by-offer basis and are published and shared with Affiliate via email notifications of the offer(s). This amount will also apply to sales made to someone who is brought into The Shift Network’s database via Affiliate’s promotion of a free event and then makes a subsequent purchase of The Shift Network’s Product, provided that the purchaser is uniquely identified by an Affiliate Link in the registration process.

Any revenue generated by custom work or paid support services performed by The Shift Network beyond the normal monthly fees for customers of Affiliate’s sales will be non-commissionable. All such revenues will be retained by The Shift Network.

Affiliate Commissions shall be paid by PayPal to an email address specified by Affiliate for this purpose, or as otherwise directed in writing. We reserve the right to make payments using other standard payment forms. All Commissions earned during a monthly period will be paid out on approximately the last day of the subsequent month. The Shift Network reserves the right to delay issuance of Commission payments until the balance owed Affiliate reaches $100.00. Although the Affiliate Program is not limited to the United States, all payments will be made in U.S. dollars.

If a qualifying sale is canceled or refunded, the related Commission will be deducted from the next monthly payment. Affiliate will not be paid for its own orders of the Product.

3. Affiliate Link

You will be issued an “Affiliate Code,” exclusive and unique to your individual Affiliate Account, that will be contained within an “Affiliate Link” or unique URL, for each unique Product produced by The Shift Network which allows The Shift Network to identify visitors from your site as originating from you. These visitors are tracked with this unique URL and sales are recorded with your Affiliate Id. To receive Commissions, you must use the provided Affiliate Link for the Product. The URL may be in various forms such as a banner, image, or text link.

Affiliate is solely responsible for insuring that its Affiliate Link is set up properly to qualify for Commissions.

The Shift Network reserves all rights in and to The Shift Network name and all related trademarks, trade names, logos, taglines, slogans and similar identifying marks (collectively, the “Trademarks”). The Shift Network grants to Affiliate a nonexclusive right to display the Trademarks on Affiliate’s web site and in email in connection with the Affiliate Link.

Before using the Trademarks, Affiliate must have any materials on which the Trademarks appear approved by The Shift Network. Affiliate may not change the proportion, color or font of the Trademarks, or otherwise alter the Trademarks. Affiliate may not display the Trademarks in any manner that implies sponsorship or endorsement by The Shift Network, except of Affiliate’s involvement in the Affiliate Program described in this Agreement. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and other graphic or textual elements.

The Trademarks may not be used to register Internet domain names for any purpose. Affiliate may not use the Trademarks to disparage The Shift Network, its products or services, or in a manner which, in The Shift Network’s reasonable judgment, may diminish or otherwise damage The Shift Network’s goodwill in the Trademarks. Affiliate acknowledges that all goodwill generated through Affiliate’s use of the Trademarks will inure to the benefit of The Shift Network and hereby assigns and shall assign to The Shift Network any and all goodwill generated through Affiliate’s use of the Trademarks, without any payment or other consideration of any kind to Affiliate, and Affiliate further agrees to take all actions necessary to effect such assignment. Upon termination of this Agreement, Affiliate shall cease to use the Trademarks.

Affiliate may bid on keywords using their affiliate link EXCEPT affiliate may not bid on the company name, product names, website names, synonyms, or trademarks (registered or not) owned or operated by The Shift Network or our joint ventures or partners. Doing so gives The Shift Network the right to unilaterally end payments to that affiliate for previous, current or future purchases tracked to that affiliate or its sub-affiliates.

4. Confidential Information

“Confidential Information” shall include any information, whether oral, written or observed, regarding the terms of this Agreement or sales of the Product. All Confidential Information shall remain the exclusive property of The Shift Network and shall be immediately returned to The Shift Network upon request, together with all copies thereof. Affiliate shall hold Confidential Information in trust and confidence for The Shift Network and shall not disclose such Confidential Information or use it for any purpose other than to perform as required by this Agreement. Affiliate may not disclose Confidential Information to employees or third parties unless it is necessary for such employees or third parties to know such Confidential Information in order for Affiliate to perform its obligations and duties pursuant to this Agreement.

5. Sending Unsolicited Email or Spam

Affiliate agrees to not send unsolicited mail or SPAM mail to promote any of The Shift Network’s products or services. This action WILL RESULT in immediate termination of your account with a cancellation of any pending Commissions. Affiliate will also be in violation of the The Shift Network Affiliate Agreement and subject to legal action.

6. Prohibited Sites

Web sites that promote sexually explicit material or violence are not eligible to be Affiliates. Sites that promote discrimination based on race, sex, sexual orientation, religion, national origin, or physical disability shall not be accepted. Web sites that promote illegal activities shall not be accepted. Do not apply if your web site promotes these kinds of activities. By applying, you are stating that your web site does not directly promote or endorse such activities.

7. Term of Agreement and Active Status

This agreement remains in affect until terminated by either party.

Within twenty-four (24) hours after termination (whether by Affiliate or The Shift Network), Affiliate must remove all references to the Affiliate Link from Affiliate’s web site and email lists.

Commissions by Affiliate earned through the date of termination of this agreement will remain payable only if the qualifying sales are not canceled or refunded by the Buyers referred by Affiliate. Payment of the final Commission payment to Affiliate will be paid after the end of the current calendar quarter. The provisions of section 1, the last paragraph of section 3, and sections 4, 5, 7, 8, 11 and 12 shall survive termination of this Agreement.

Affiliate must maintain a marketable email address in our database. Failure to maintain a marketable email address either due to opt out, spam complaint, hard bounce or any other mechanism which results in The Shift Network being unable to communicate with Affiliate via broadcast, may result in removal from the Commission Program at the sole discretion of The Shift Network.

In order to maintain an “Active” status, and thereby earn commissions on promotions, Affiliate must produce a minimum of 100 leads per calendar year. Failure to do so may result in the Affiliate’s removal from the program at the sole discretion of The Shift Network.

8. Disclaimer

The Shift Network will make every reasonable effort to track and pay

Commissions for all sales that apply to Affiliate. However, The Shift Network is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service.

The Shift Network expressly disclaims any and all warranties, express, implied or statutory, and any and all warranties of merchantability, non-infringement or fitness for a particular purpose with respect to the Product. The warranties, if any, with respect to the Product will run directly from Company to Buyers.

9. Privacy

To protect The Shift Network customer privacy, we cannot provide identifying Buyer names and contact information to you. However, we will provide an online report detailing price, service, date of sale, and certain other data for your records.

10. Independent Businesses

The relationship between The Shift Network and Affiliate established by this Agreement is that of independent businesses in a contract, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between Affiliate and The Shift Network. The Shift Network and Affiliate shall each conduct its respective business at its own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein.

The term “Affiliate” shall not be interpreted as a legal partner or affiliate, simply as an independent business doing marketing for The Shift Network under this agreement. Affiliates are NOT employees of The Shift Network, and are responsible for their own local, state, or country taxes. Affiliate understands that Affiliate does not have authority to make or accept any offers or make any representations on behalf of The Shift Network. Affiliate shall not misrepresent The Shift Network products or services.

11. Limitation of Liability

The Shift Network shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or program, even if The Shift Network has been advised of the possibility of such damages. The Shift Network aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total Commissions paid or payable by The Shift Network to Affiliate under this agreement. In no event shall The Shift Network be liable to any party for costs of procurement of substitute goods, lost profits or any other special, consequential, incidental, or indirect damages, losses, costs or expenses of any kind, however caused, and whether based in contract, tort (including negligence), or any other theory of liability regardless of whether The Shift Network has been advised of the possibility of such damages, losses, costs or expenses.

Affiliate understands that Affiliate tracking can never be 100% accurate and The Shift Network is not responsible for inaccuracies that might occur. Tracking of Affiliate sales depend on several factors which are out of the control of The Shift Network. It is the goal of The Shift Network to make Affiliate tracking as accurate as possible; however, The Shift Network cannot guarantee 100% tracking for situations beyond its control.

12. Miscellaneous

This agreement shall be governed by the laws of the State of California and the United States, without regard to conflict of law principles. All disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California, and the parties consent to the personal and exclusive jurisdiction of these courts.

This is the entire Agreement between Affiliate and The Shift Network with respect to the subject matter hereof. Affiliate may not assign this Agreement, by operation or law or otherwise, without The Shift Network’s 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. The Shift Network’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of The Shift Network’s right to subsequently enforce that provision, or any other provisions of this Agreement. No waiver of any provision hereof will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.