1.ACCEPTANCE OF TERMS This Affiliate Program Agreement (the "Agreement") is a legal agreement and contains all of the terms and conditions between Instant Online Success and you, together with any company or other business entity you are representing, if any, (collectively, the "Affiliate") who is participating in the Instant Online Success Affiliate Program (the "Program"). BY REGISTERING FOR THIS PROGRAM AFFILIATE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement do not register for the Program. By accepting the terms of this Agreement, Affiliate agrees that Instant Online Success may change the terms of this Agreement in its sole discretion provided that Instant Online Success provides Affiliate with notice of any such change. If Affiliate does not agree to the changes proposed by Instant Online Success, or to any terms in this Agreement, Affiliate's sole and exclusive remedy is to cancel Affiliate's participation in the Program. Notwithstanding the foregoing, Instant Online Success reserves the right to terminate, cancel, suspend or refuse access to the Program to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Program shall be subject to this Agreement. SUBSCRIBER REFERRAL AND REGISTRATION For purposes of this Agreement, "Instant Online Success Link" means the web page URL designated to the affiliate delivered via Instant Online Success or ClickBank.com. This URL directs the end user's Internet browser connection to a Instant Online Success page or file via a URL and which establishes a direct connection between the browser and the Instant Online Success-specified page or file. This will allow Instant Online Success to track any person, entity or otherwise who clicks through the Instant Online Success affiliate URL to register for the Instant Online Success Program. Linking to Instant Online Success. The necessary electronic graphic artwork and corresponding links to Instant Online Success’s website shall be available to Affiliate via the Instant Online Success page, or ClickBank.com. INSTANT ONLINE SUCCESS SHALL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO AFFILIATE'S FAILURE TO PROPERLY UTILIZE THE CORRECT URL WHEN ADVERTISING THEIR SPECIFIC URL. INCLUDING TO THE EXTENT THAT SUCH FAILURE MAY RESULT IN ANY REDUCTIONS OF COMMISSION FEES (AS DEFINED BELOW) THAT WOULD OTHERWISE BE PAYABLE TO AFFILIATE UNDER THIS AGREEMENT. Tracking and Reporting. For the purposes of this Agreement, tracking and reporting will be provided by ClickBank.com, ClickBank.com will be providing tracking, reporting and payment in connection with this Agreement. During the term of this Agreement, Affiliate will be provided a unique URL. Affiliate may review and modify Affiliate's account and payment information and receive statistics regarding the number of Subscribers that originated from the Affiliates specific URL. Affiliate agrees and acknowledges that the statistics and reports provided by ClickBank.com at the Reporting Site at time of payment, are the official, definitive and final measurements of the number of Subscribers that have originated from the Affiliates specific URL. Affiliate understands that no reports are final until payments are sent due to charge backs that may occur from the purchase of a program through the affiliates link. SPAM. www.instantonlinesuccess.com adheres to a strict No-Spam Policy. We will pursue whatever legal steps are necessary to enforce this policy. If you violate our Spam Policy, you will: Be reported to PayPal for the offensive and likely receive closure of your PayPal account. All supporting documents showing your offence will be sent to PayPal. Be reported to our partners at Click2Sell.eu to have any commissions you have generated to be erased. Be reported to your Internet Service Provider. All supporting documents showing your offence will be sent to your Internet Service Provider. We reserve the right to determine what violates our No SPAM Policy. Should InstantOnlineSuccess.com's service be interrupted due to spamming by Member, the Member will be charged and billed. There are many ways to promote our affiliate program without the use of spam. Our No-Spam policy is for the protection of all of our associates. Continuous online operation is essential. Anything less reduces revenues and profits for everyone. If you believe that you have been "Spammed" by one of our members, please Contact Us immediately at antispam@instantonlinesuccess.com. Inorder to file a formal Spam Complaint with our company, you will be required to submit a copy of the original email received, complete with headers intact. If you are an InstantOnlineSuccess.com Affiliate Member and have any questions regarding our Spam Policy, Contact Us immediately before you promote, market, or advertise to avoid any problems. LICENSE RIGHTS. License Grant of Instant Online Success Web Page Link. Subject to all the terms and conditions of this Agreement, Instant Online Success hereby grants to Affiliate a restricted, non-exclusive, non-transferable license to use and publicly display their specific web address URL, solely for their receipt, access, use and viewing in the manner described herein. Instant Online Success retains all rights, title, and interest in and to all of the copyrights, patent rights, trademark rights and other proprietary rights to the Instant Online Success URL Links pursuant to this Agreement. Instant Online Success URL Link License Restrictions. In addition to any other restrictions herein on the use of the Instant Online Success URL Link, Affiliate agrees to the following: (i) Affiliate shall not access, transmit, display or otherwise make available (or allow end users or any other third party to transmit or make available) Instant Online Success URL Link to any third party, except as explicitly provided herein; (ii) Affiliate shall not alter, delete or modify any attributions included within the Instant Online Success URL Link; (iii) JN Consulting shall have the right, in its reasonable discretion and upon notice to Affiliate, to require Affiliate to immediately cease any and all use of any particular Instant Online Success URL Link: and (iv) Affiliate may not impose any separate charges or fees for use or access to the Instant Online Success URL Link. License Grant Instant Online Success Marks. Subject to all the terms and conditions of this Agreement, Instant Online Success hereby grants Affiliate a nonexclusive, non-transferable license to use the Instant Online Success trademarks, logos, and copyrighted material ("Instant Online Success Marks") solely on the Affiliate's designated Instant Online Success URL Link and solely in connection with this Agreement. Affiliate hereby acknowledges and agrees that (i) the Instant Online Success Marks are owned solely and exclusively by Instant Online Success or its subsidiaries, (ii) except as set forth herein, Affiliate has no right, title or interest in or to the Instant Online Success Marks; and (iii) all use of the Instant Online Success Marks by Affiliate shall inure to the benefit of Instant Online Success and its subsidiaries. Affiliate agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Instant Online Success or of any Instant Online Success Mark. Marketing Practices. With respect to soliciting Subscribers and marketing the Instant Online Success Program, all advertising and promotional materials are subject to the terms of this Agreement. Affiliate further agrees: (i) to be solely responsible for all expenses and fees incurred in connection with the participation in the Program; (ii) use best efforts to successfully market, advertise and sell the Instant Online Success Program during the term of this Agreement; (iii) not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Instant Online Success or its products or services; (iv) not make any representations, warranties, or guarantees on behalf of Instant Online Success, or otherwise concerning the Instant Online Success Program that are inconsistent with or in addition to any such representations, warranties, or guarantees made by Instant Online Success; and (v) use the then-current name as used by Instant Online Success (but will not represent or imply that Affiliate is an employee, part of, or affiliated with Instant Online Success). AFFILIATE REPRESENTATIONS AND WARRANTIES Affiliate represents and warrants that: Affiliate has the full and legal power and authority to enter into this Agreement, and/or to perform its obligations hereunder. By entering into this Agreement, Affiliate does not violate any other agreement by which Affiliate is bound. With respect to any performance hereunder, Affiliate shall comply with good business practices and all applicable laws, regulations and rules of any government body or agency or other competent authority. PAYMENT TERMS Payment Terms. Subject to the terms and conditions of this Agreement and pursuant to the then-current Fee Schedule set forth on the Instant Online Success website (the "Fee Schedule"), Affiliate will be paid a Commission Fee ("Commission Fee") on a bi-weekly basis by ClickBank.com for each person who registers for the Instant Online Success Program. For Affiliate to earn a Commission Fee for a Subscriber, the Subscriber must have i) followed the Instant Online Success URL Link that is provided to Subscriber by Affiliate or is otherwise located on the Affiliate's website to the Instant Online Success website; ii) the Subscriber must have successfully subscribed for Instant Online Success Program (s); and iii) ClickBank.com must have received valid payment from Subscriber. Payment shall occur within two weeks (14) days from the initial order and continue every two weeks in which Affiliate earns a Commission Fee. Payments may be held longer due to funding delays through ClickBank.com or current payment provider. Instant Online Success shall not be liable with respect to any Commission Fees not received by Affiliate as a result of Affiliate's failure to notify Instant Online Success of a change in Affiliate's principle email address on their ClickBank.com account or their change of address. Reporting and charge backs. Reporting will be provided through the ClickBank.com web site. Affiliate understands that no reports are final until payments are sent due to charge backs that may occur from the purchase of a program through the affiliates link. Taxes. Excluding any taxes based on Instant Online Success's income, Affiliate shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority based on Affiliate's revenue or income under this Agreement or any Client Agreement. Fraud and Fraudulent Activity. Instant Online Success shall have no obligation to pay Commission Fees to Affiliate for Subscribers if it is determined in good faith by Instant Online Success that there has been fraudulent activity on the Affiliate's website. For exemplary purposes only without limitations, if an unreasonable number of Subscribers have originated from Instant Online Success URL Links on Affiliate's URL link during any period of time, then Instant Online Success shall have the right to examine Affiliate's records to the extent necessary to determine whether any fraudulent activity has occurred involving the Instant Online Success URL Links on Affiliate's URL Link and/or Affiliate's account at the advertising method chosen by the Affiliate. Furthermore, Instant Online Success shall have no obligation to pay commission fees to Affiliate in the event of Subscriber obtaining a charge back or refund or if Instant Online Success determines in good faith that Subscribers created their accounts solely for the purpose of aiding and abetting Affiliate to increase commission amounts. CONFIDENTIAL INFORMATION Each party agrees that it may have access to confidential or proprietary, technical or business information of the other party and/or its suppliers (collectively, "Confidential Information"). Each party will maintain the strict confidentiality of the Confidential Information of the other party and will not disclose the Confidential Information to any third party and shall exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own Confidential Information (in no event less than reasonable care). Furthermore, neither party will use the Confidential Information for any purpose except those contemplated by this Agreement. NO DISPARAGEMENT Affiliate shall not disparage Instant Online Success, or any Instant Online Success Mark and/or Instant Online Success product or services thereof, or place any disparaging content on the Affiliate's or Clients website(s). NON-COMPETITION Affiliate acknowledges and agrees that it shall not attempt to switch, divert, or convert a Subscriber from the Instant Online Success’s Services to any product or service that is competitive to Instant Online Success 's products or services. MODIFICATION Instant Online Success reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. Affiliate agrees that Instant Online Success shall not be liable to Affiliate or to any third party for any modification, suspension or discontinuance of the Program. In the event that Affiliate does not agree with any such modification, Affiliate shall terminate its participation in the Program, which shall be Affiliate's sole and exclusive remedy. TERMINATION Term and Termination. Unless terminated earlier as provided herein, this Agreement shall remain in full force unless otherwise terminated by Instant Online Success. Either party may terminate this Agreement at any time upon providing notice to the other party. Effect of Termination. In the event that this Agreement is terminated for any reason, Affiliate will only be eligible for Commission Fees earned as a result of Subscribers who were acquired up to the date of termination or expiration. Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate and Affiliate will immediately cease use of, all Instant Online Success marks, Instant Online Success Materials, and Instant Online Success URL Links. Termination or expiration of this Agreement shall have no effect with respect to any rights or obligations existing under a Client Agreement. Except to the extent expressly provided to the contrary in this Agreement, any rights to Commission Fees earned, any right of action for breach of the Agreement prior to termination, and the following provisions shall survive the termination of this Agreement: Sections 6,7,8,11,13,14. Furthermore, upon termination or expiration of this Agreement and upon Instant Online Success 's request, Affiliate shall either return or destroy any Materials or other Confidential Information provided to Affiliate by Instant Online Success. INDEMNIFICATION Affiliate shall defend and indemnify at its expense, and hold Instant Online Success and each of its affiliates, directors, officers, agents, employees and sublicenses harmless from losses, damages, liabilities, costs and expenses, including without limitation, any proceeding, investigation or claim, to the fullest extent permitted by law arising out of or in connection with: (a) Affiliate's performance under this Agreement or any Client Agreement; (b) an assertion that the information, content or other materials or services provided or made available by Affiliate infringe any copyright, patent, trademark or other property right of any third party; (c) any breach by Affiliate of its obligations, representations and warranties under this Agreement; or (d) any claim related to the content on Affiliate's website or content provided by Affiliate to a Client for a Client Site. Affiliate shall notify Instant Online Success promptly in writing of any claim or proceeding involving Instant Online Success. WARRANTY DISCLAIMER INSTANT ONLINE SUCCESS SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF JN CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL INSTANT ONLINE SUCCESS BE LIABLE TO AFFILIATE OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT PAID TO AFFILIATE BY JN CONSULTING HEREUNDER. LIMITATION OF LIABILITY INSTANT ONLINE SUCCESS SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF JN CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL INSTANT ONLINE SUCCESS BE LIABLE TO AFFILIATE OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT PAID TO AFFILIATE BY INSTANT ONLINE SUCCESS HEREUNDER. ARBITRATION Affiliate agrees that any dispute or claim arising out of or related to the website design service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Saint Joseph County, Indiana under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Affiliate agrees that any claim against Instant Online Success must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever. INDEPENDENT CONTRACTOR The parties are independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. Affiliate is solely responsible for all of its employees or agents and its labour costs and expenses arising therewith. Instant Online Success will not furnish or otherwise reimburse Affiliate for any office space, office or business equipment, clerical support, telephone, travel, or any other expense which Affiliate may incur as a result its performance under this Agreement. GENERAL This Agreement may not be assigned by either party without the prior written consent of the non-assigning party. Notwithstanding the foregoing, Instant Online Success may assign this Agreement to any acquirer of all or of substantially all of its equity securities, assets or business related to the subject matter of this Agreement. Any attempted assignment in violation of this Agreement shall be null and void and without effect. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement and may be changed only by a writing signed by both parties. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures. If you have any questions or comments about the Instant Online Success Affiliate Terms & Conditions, please do not hesitate to contact us using the Contact Us page of this Web site. Or alternatively send email directly to: Affiliates@instantonlinesuccess.com. This Affiliate Terms & Conditions was last updated in May, 2010