UEarning Promotional Network Service Agreement

This Promotional Network Service Agreement (the "Agreement") shall govern the relationship between UEarning.com, LLC ("UEarning" or "We"), a Vermont corporation, and you, ("You" or "Member") the person submitting an application to participate in UEarning's fundraising programs, using our fundraising services (the "Services") offered through UEarning located at www.uearning.com (the "Site"). You and UEarning may also be individually referred to herein as "Party" and collectively as "Parties". Each fundraising program (a "Program") may be furnished by UEarning or a third party (an "Advertiser"), and may be found listed on a web page (the "Promotional Page") located within the login access furnished by You at the time of application. A Promotional Page may contain links ("Promotional Links") to a particular web site for that Program (a "Program Site"). Collectively, Promotional Pages and Promotional Links may be referred to as "Links". By submitting an application or by participating in a Program, you expressly consent to all the terms and conditions of this Agreement.

You hereby assert that You are affiliated with or belong to a 501(c)(3) entity, educational institution, and/or another type of non-profit entity (the "Group"). The Group's payment information, address, and payee are determined by the original Member to submit an application for the Group (the "Group Leader"). The Group may earn financial compensation ("Revenue" or "Payouts") for transactions ("Conversions", as defined herein) made at various Program Sites. Conversions may occur through advertising done by You ("Promotional Activities"), through a click made by a "Visitor" on a Link operated by UEarning which connects to a Program Site. The Advertiser in turn compensates the Member with predetermined Payouts, if Promotional Activities are deemed to be in accordance with this Agreement.

I. GENERAL RULES. UEarning has sole discretion to deem your Promotional Activities as appropriate and in accordance with this Agreement. Any suspected fraudulent, inappropriate, or otherwise illegal content or activity committed by You, or that is perpetrated through use of the Services, is grounds for immediate termination of this Agreement, as well as deactivation of Your "Account" and Promotional Links.

II. ENROLLMENT AND ACCESS. You must submit an application from the Site to enroll. You agree to provide accurate, true, current, and complete information regarding Your account details, and to keep such details updated, for as long as You and Your Group are actively accessing the Site. You must not use any means to conceal your true identity or contact information. UEarning reserves the right to reject your application at any time for any reason, including falsified contact information or group affiliation.

III. PROHIBITED USES OF LINKS. You agree to not: (a) place Link(s) on materials or web sites containing, or in conjunction with, objectionable content, which includes content that may be labeled as misleading, defamatory, obscene, violent, bigoted, illegal, libelous; (b) to engage in, or facilitate, spamming, indiscriminate advertising, and/or unsolicited commercial email in any Promotional Activities; (c) place Link(s) in newsgroups, message boards, blogs, counters, or guestbooks unless said web property belongs to the Group, or with prior acceptance in writing by a representative of UEarning; (d) place Link(s)on link farms, chatrooms,or any online auction web site or platform; and (e) infringe on Advertiser(s) or UEarning's proprietary rights.

IV. PROHIBITED USES OF SITE. You agree to not use the Site: (a) in a manner that violates any local, state, national, foreign, or international regulation, rule, treaty, or other law; (b) to warrant any activity that could render UEarning liable to any proceedings whatsoever; or (c) to impersonate any person, company, or other entity, or otherwise misrepresent your affiliation with such person or organization. You furthermore agree to not: (d) disrupt the servers or interfere with the networks connected to the Site; (e) use any data mining, robots, or similar data gathering or extraction methods in connection with the Site; or (e) attempt to gain unauthorized access to any portion of the Site or any other accounts, computer systems, or networks connected to the Site, whether through hacking, password mining, or other means.

V. SERVICES.

(a) Access to Site, Links, and Conversion Data. UEarning is responsible for making available the Site, including the Links from which Payouts can be earned, as well as data relating to the tracking of Revenue and Conversions. You may display the Promotional Link on web sites owned or controlled by You or the Group, and/or in emails sent by You or the Group and clearly identified as coming from You (collectively, "Media"). The Promotional Link will serve to identify you as a member of our Program and will establish a link from your Media to the Program Site(s).

(b) Site Availability. The Member understands and agrees that UEarning will provide the Services to the best of its abilities, and in doing so, keep operations of the Site operational with as little downtime as is possible. However, Member acknowledges that the Site may experience downtime due to, but not limited to, the following: (i) updates to software and/or Services; (ii) malfunctions of software, coding, equipment, or services provided by UEarning or third party service providers; or (iii) unforeseeable or catastrophic events including, but not limited to: network congestion, network attacks, downtime of Advertiser links, or other failures outside the scope of UEarning's control. You agree that UEarning's failure to deliver Services or track Conversions because of downtime does not represent a failure to meet the requirements of this Agreement.

(c) Support. UEarning shall make available support services through the Site in the "Contact" area. Phone support may also be available during certain times. We shall make our best efforts to respond to inquiries within two (2) business days.

(d) Conversion Tracking. UEarning shall identify and report real Conversions by Visitors, and has the sole right to determine the validity of such Conversions. Any question to the reporting of Conversions must be submitted to UEarning in writing within ten (10) days of the date that the Conversion data in question was recorded. After this date, all Conversion data will be deemed to be completely accurate and valid by You.

(e) Payouts & Payments. Subject to other provisions in this Agreement, UEarning shall credit the Group's account with a pre-determined Payout for each qualifying Conversion, as defined within this Agreement. Following approximately thirty (30) days after the last day of the calendar month within which the fundraiser ended (as designated by the Group Leader), UEarning will issue to the Group any positive balance in Publisher's Account for Transactions reported for the fundraiser. For example, if the fundraiser end date was scheduled for June 5th, Payments would be sent approximately on July 30th. Any residual payouts earned after the fundraiser ends will roll over to the following month, and continue to rollover until at least $25 is reached, at which point the entire balance would be made in full.

VI. OBLIGATIONS OF THE PARTIES.

(a) Subject to continued compliance with all Agreement, UEarning agrees as follows:

i. UEarning will pay each Group or Group Leader, as designated within the Group Leader's Account, by each Conversion earned by correlating Members. A "Conversion" means a pre-defined action by the Program committed by a Visitor who accesses the Program Site via the Promotional Link, where: (1) the Promotional Link is the last link to the Program Site; (2) the Visitor completes all actions required for such Conversion within the time period allowed by UEarning; (3) the Visitor is a real person populating the fields, and not a computer script, robot, spider or other automated process to give the appearance of a real person; and (4) is not later determined by UEarning or Advertiser to be duplicate, fraudulent, incomplete, or unqualified.

ii. UEarning will pay the Group any Revenue earned after the end of the fundraiser end date, to the address and payee as provided by the Group Leader to UEarning. This is dependent on more than $25 being generated in Revenue per Group during the designated time period. Accounts with a balance of less than $25 will roll over to the next month, and will continue to roll over monthly until $25 is reached.

iii. Payment for Revenue is dependent upon Advertisers providing such funds to UEarning, and therefore, you agree that UEarning shall only be liable to you and/or the Group for Revenue to the extent that UEarning has received such funds from the Advertiser(s). You hereby release UEarning from any claim to Revenue, if UEarning has not received such funds from the Advertisers.

iv. UEarning shall automatically generate a Payment on behalf of a Group for all Revenues payable under this Agreement and shall remit payment to Group based upon Conversion reporting. All tracking of Conversions and Revenue shall be made by UEarning in its sole discretion. In the event that Member disputes in good faith any portion of the Conversion reporting, Member shall submit in writing the dispute with sufficient detail as soon as possible, but no later than seven (7) days of the date of Conversion data in question. If the Parties are unable to arrive at reconciliation, then UEarning's determination of numbers shall govern.

(b) The Member also agrees to:

i. Accurately submit full and complete disclosure to UEarning all locations and methods of Promotional Activities, if requested to do so by a representative of UEarning;

ii. Have sole responsibility for the development, operation, and maintenance of all content on Your Media;

iii. Not make any representations or other statements pertaining to UEarning or an Advertiser, or any of Their relevant products or services, that are not specifically described within the Program Site.

iv. Comply with any terms and conditions set forth by third party services used by You in connection with the Services, including but not limited to, email providers and social networking services.

v. Make sure to not place UEarning ads on any online auction web site or platform.

VII. CONVERSIONS & FRAUD. Member agrees to promote Advertisers such that Visitors are not misled, and such that your Promotional Activities produce authentic Conversions for the Advertiser by the Visitor from the Link(s). You are expressly precluded from using any persons, means, tools, software, or resources to commit fraud, interfere with the Promotional Activities of other Members or Members of non-affiliated Groups, falsify information in connection with the Conversion data, or otherwise exceed Your permitted access to the Site. Multiple Conversions from the same individual, entity or IP address may or may not be considered authentic. You may not earn Payouts for Conversions that are assessed as fraudulent by UEarning and/or the Advertiser. Conversions qualifying for a Commission are determined solely by UEarning, and shall be final and binding on Your account.

VIII. CHARGEBACKS. A reduction to the Member's Revenues, and thus the Group's Revenues, may appear when: (a) a Member failed to follow the agreed upon terms and conditions as set forth in this Agreement; (b) there is an instance of duplicate and/or incomplete Conversion(s) as determined by date, IP address, and/or data entered by Visitor; (c) there is a notice of a non-payment due from the Visitor by the Advertiser when such payment was required for the recording of a Conversion; (d) there is a notice of return of merchandise or suspension of services ordered; or (e) a Conversion is otherwise evaluated to be fraudulent in nature ("Chargeback"). If You or any other Member of your Group have an outstanding balance due to UEarning due to Chargebacks under this Agreement, or any other agreement between a Member and UEarning whether or not related to the Program, You agree that UEarning may offset any such amounts due to UEarning from amounts payable to the corresponding Member's Group under this Agreement.

IX. MODIFICATIONS. All fundraising and/or participatory actions done by the Member must comply with this Agreement. If you do not agree to the terms of this Agreement in its entirety, you are not authorized to submit an application to participate, or use the Services or the Site in any manner. UEarning reserves the right to make changes to the Site, the Services, and the Agreement at any time and without prior notification, and will post such changes to the Site. The changes will become effective three (3) business days after such notice, and Your continued participation in the Program(s) after such period shall establish your acceptance of such changes. You may terminate this Agreement without penalty within a three (3) business-day period of posting of this change with no penalty. In addition, You agree to promptly implement any request for change from UEarning in regards to Your Media, that is being used in conjunction with the Links.

X. LIMITATION OF LIABILITY. NEITHER UEARNING NOR ITS ADVERTISERS WILL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, LOST SAVINGS, OR ANY INCIDENTAL, SPECIAL, OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, EVEN IF UEARNING IS INFORMED OF THEIR POSSIBILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. REGARDESS OF ANY LAW STATING TO THE CONTRARY, NO ACTION, PROCEEDING, OR SUIT SHALL BE BROUGHT AGAINST UEARNING MORE THAN ONE (1) YEAR AFTER THE DATE OF INCEPTION UPON WHICH THE CLAIM AROSE. YOU AGREE TO INDEMNIFY UEARNING FOR ANY LEGAL ACTIONS BROUGHT BY THE ADVERTISER AGAINST YOU OR YOUR GROUP. YOU RECOGNIZE AND ACKNOWLEDGE THAT THESE LIMITATIONS OF DAMAGES ARE FAIR AND REASONABLE.

XI. MARKETING. Member agrees that UEarning may identify your Group's participation in lists and may use the Member's Group name and/or logo solely for such purpose in its marketing materials. Any other uses of Member's Group name and/or logo not otherwise described or contemplated herein shall require the Group's prior written consent.

XII. TERMINATION. This Agreement shall commence on the date of approval of Your application and shall continue thereafter until terminated, as provided herein. You may terminate Your participation at any time by ceasing Promotional Activities, and deleting all copies of Links. UEarning may terminate your participation in one or more Programs, access to the Site, or from this Agreement in its entirety at any time and for any reason as determined by UEarning, with or without prior notice to you, by providing You a notice via your email login registered at time of application, requesting that You cease promotions on one or more Programs. Upon this request, you must immediately cease all use of and delete all Links and any UEarning or Advertiser intellectual property, as well as cease representing yourself as affiliated to UEarning and/or Programs. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement: (i) for UEarning, via registered mail, return receipt requested or via an internationally recognized express mail carrier to UEarning.com LLC, 21 Iris Way, White River Junction, VT (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account. Upon termination of this Agreement, any outstanding payments shall be paid by UEarning to You within ninety (90) days of the termination date, and any outstanding debit balance shall be paid by You to UEarning within sixty (60) days of termination of this Agreement. All payments are subject to recovery for Chargebacks. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all Links in Your Media. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.

XIII. CONFIDENTIALITY. You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, existing and/or contemplated products and services, clients, vendor lists, pricing, sales information, profit and margin information, and current or future business plans and models, regardless of whether such information is designated as "Confidential Information" at the time of disclosure, shall remain strictly confidential and shall not be utilized, directly or indirectly, by You or any affiliated person, group, organization, or other entity with by You, for any purpose other than your participation in the Program, except and solely to the extent that any such information is generally known or available to the public through a source other than You. You shall not use any information obtained from the Program to develop, improve, or operate another entity, or assist another party to do the same. You agree that UEarning may provide Your email address, name, and other information to Advertisers. UEarning may provide any and all Visitor, Conversion and/or tracking data to the Advertiser to which You referred such Visitor, and to any third party in UEarning's sole discretion.

XIV. FORCE MAJEURE. Parties will not be deemed in default of this Agreement to the extent that Services are delayed, unavailable, or undelivered by reason of circumstance beyond his or her reasonable control, including, without limitation, fire, flood, natural disaster, earthquake, war, riots, or other Acts of God ("Force Majeure"). If there is a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure.

XV. NOTICES. You must send all notices relating to this Agreement in writing via overnight mail to: UEarning.com LLC, 21 Iris Way, White River Junction, VT 05001. All notices from UEarning will be sent to the contact information submitted by You when You sign up for the Services.

XVI. JURISDICTION & MICELLANEOUS. This Agreement shall be governed by the laws of the State of Vermont and each party submits to exclusive jurisdiction and venue in the courts of Vermont. Any and all disputes or controversies of any nature whatsoever arising from the Agreement shall be decided by arbitration by the American Arbitration Association, in accordance with the rules and regulations of that Association. Arbitration shall take place in Vermont. The Member shall be responsible for the payment of all attorneys' fees and expenses incurred by UEarning to enforce the terms of this Agreement. This Agreement contains the entire agreement between UEarning and the Member with respect to the subject matter hereof, and supersedes any and all other agreements between the Parties, written or oral. Nothing herein shall be deemed to be establishing a partnership, joint venture, or employee relationship between the parties.

XVII. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable under judicial decree or decision, the remainder of the Agreement shall remain valid and in full effect. The Parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. Further, it is agreed that if any remedy under this Agreement is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set forth by this Agreement shall remain in full force and effect.

XVIII. DISCLAIMERS. UEARNING MAKES NO CLAIMS TO WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (B) NONINFRINGEMENT OF THIRD PARTY RIGHTS, (C) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, OR (D) THAT UEARNING'S SECURITY MEASURES WILL BE SUFFICIENT. THE SERVICES AND LINKS ARE PROVIDED TO THE MEMBER "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. UEARNING EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF AN ADVERTISER OR THEIR PRODUCTS OR SERVICES. THE ENTIRE RISK AS TO THE RESULTS AND THE PERFORMANCE OF THE INFORMATION IS ASSUMED BY YOU, AND ALL INFORMATION, SERVICES, LINKS, AND PROGRAMS PROVDIED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS. THE ENTIRE RISK AS TO ACCURACY, QUALITY, AND PERFORMANCE IS WITH THE MEMBER. UEARNING DOES NOT WARRANT THAT THE OPERATION OF THE SITE, PROGRAM SITES, OR LINKS WILL BE ERROR FREE OR UNINTERRUPTED. UEARNING DOES NOT GUARANTEE THAT YOU WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.