ONESUITENETWORK AGREEMENT

IN ORDER TO BE A MEMBER OF THE NETWORK YOU MUST COMPLY WITH ALL TERMS AND CONDITIONS CONTAINED IN THIS NETWORK AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING AND USING THE Network. IF YOU CLICK ON THE "AGREE" BUTTON ON THE AFFILIATE AGREEMENT SIGNUP FORM AND/OR USE THE ONESUITENETWORK YOU HAVE INDICATED YOUR ACCEPTANCE OF THIS AGREEMENT INCLUDING ITS TERMS AND CONDITIONS.

DO NOT USE THE ONESUITENETWORK IF YOU DO NOT AGREE WITH THIS AGREEMENT.

This Network Agreement is made between ONE SUITE NETWORK LLC (Network"), a California corporation, and you, as an individual or company, and you as a participant in the Network ("You", "Your", or "Member").

1. GRANT OF LICENSE. Network has developed a system that fosters electronic commerce ("Service(s)"). As a member in good standing, you may link your web site to the web site of a participating vendor who sells product or services ("Merchant(s)"). Merchants may pay to Member the specified commission in return for advertising services that lead to a Qualifying Link Sale. A Qualifying Link Sale is a link from your web site to a Merchant web site using a URL provided by the Merchant for use in the Service if it is the last link to the Merchant's web site that the customer uses during a Session and a purchase of a product or service by that customer occurs. Session is the period of time beginning from a customer's initial contact with the Merchant's web site from a link from Your web site and terminating when the customer leaves the Merchant's web site, the agreement between You and the Merchant expires or the agreement between You and the Merchant is terminated, whichever is earliest. Network will decide if there has been a Qualifying Link Sale in Network's sole discretion. Network grants to You a personal, non-sublicensable, nonexclusive license to participate in the Service in consideration of Your compliance with the terms and conditions of this Agreement. All ownership to the Service at all times remains with Network. To remain a member in good standing, you must pay the published annual membership fee, and meet any additional criteria shared at the time of enrollment.

You may also create commissions by sharing your unique Network Identification Number (also known as REFID, REFERRALID, PROMO-CODE, OR OTHER TERMS USED INTERCHANGEABLEY FOR THE PURPOSE OF TRACKING WHO THE REFERRING ENTITY WAS WHO GENERATED A SALE)

2. USE OF THE SERVICE. Use of the Service constitutes Your acceptance of the terms and conditions of this Agreement. You shall not rent, sell, lease, license, or otherwise transfer the Service for the benefit of a third party.

3. COMMISSION. A Merchant may pay a fee ("Commission") to You for a Qualifying Link Sale. The amount of Commission and any other terms involving Commission is between You and the Merchant. Network provides best efforts to track the sales using the tracking technology available, and track sales created as a result of your referral. Network bills the Merchant for the commissions due to you, and in, reports the commissions due to you within the Network system. Network disburses commissions due to you on or about the 15th of each month via the payment methods offered and selected by you. The total commissions paid are non-negotiable, and are established by the Merchant and the Network. The management-overrides paid to affiliates and sub-affiliates, are determined by the Network, and the details are shared on the private affiliate management pages, specifically the Campaign pages, provided by the Network. You may also earn commissions or referral fees for creating new members/affiliates. Details of referral fees and commissions for new members are listed in the private Affiliate Panel. You are an independant contracor, and are in no way considered an employee of the Network. You will receive a 1099 for commissions you pay over the level defined by the IRS for independent contractors. You are responsible for all taxes, insurance, workmans comp insurance. The Network is in no way liable for any of your expenses incurred from your efforts to generate commissions as an independent contractor/member.

4. CONTENT. As part of the Service You may have access to information, software, photos, text, video, graphics, music, sound, images, other materials, and/or services ("Content"). Network grants You a personal, non-sublicensable license to download Content to a single computer for purposes of viewing and browsing through the Content or to create a link. All other use of Content, including but not limited to modification, publication, transmission, participation in the transfer or sale of, reproduction, creation of derivative works from, distribution, performance, display, incorporation into a web site, or in any other way voiding any item in the Content in whole or in part, is prohibited.

5. MODIFICATION. Network reserves the right, at Network's sole discretion to change this Agreement and the Service at any time. Changes to the Agreement and the Service may be listed on the web site of Network. Network may change, suspend, or discontinue any aspect of the Service at any time. Network may also impose limits or restrict Your access to parts or all of the Service without notice or any liability to Network. Network retains the right to assign supervisory relationships or affiliates over your account, which will have no effect on you or your commissions.

6. REVIEW. At any time, Network may review Your web site and/or any links for suitability, however, Network is not required to review Your web site and/or links. Network is not responsible for confirming the tracking system, however best efforts will be made to confirm all tracking systems are in proper working order. No obscene language, sexually oriented material, or offensive material may be used on Your web site. Network reserves the right to refuse to allow You to use the Service if for any reason Network deems Your web site and/or link to be unsuitable, at Network's sole discretion.

7. CHARGES. Network reserves the right to charge for any of the Service(s) provided by the Network. Network may post any information concerning a change in charges on its web site.

8. AGREEMENT WITH MERCHANTS. Network has no responsibility or liability concerning any agreements that you enter into with Merchants outside of the Network.

9. REPRESENTATIONS AND DISCLAIMERS. (a) You represent and agree that your conduct conforms and will conform to all applicable laws and regulations and that you do not and will not violate the rights of any third parties, including but not limited to, all intellectual property rights. (b) You agree that Network may rely on any data, notice, instruction or request from You as reasonably believed by Network to be genuine and to have been sent by a person reasonably believed by Network to be authorized to act on Your behalf. You shall notify Network of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security in cases of loss, theft or disclosure. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement by Network and referral of the matter to the appropriate law enforcement agency. You represent and agree that You will notify Network if a Merchant asks You to enter into any advertising, client relations, or commercial arrangements which are intended to take unfair advantage of the Service.

10. THIRD PARTY BENEFICIARY. You agree that Network is directly or indirectly considered an intended third party beneficiary of any revenues generated as a result of your promoting a merchants products.

11. SUBMISSIONS. If You or anyone else sends us creative suggestions, ideas, notes, drawings, concepts or other information ("Information"), the Information will be deemed and remain the property of Network. None of the Information shall be subject to any obligation of confidentiality on the part of Network and Network shall not be liable or owe any compensation for any use or disclosure of the Information.

12. CONFIDENTIALITY. You acknowledge that in the course of using the Service you may obtain information relating to the Service and Network. Such information shall belong solely to Network. You agree not to use or disclose any such information.

13. INDEMNITY. You will defend and indemnify Network and hold Network harmless from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs, and expenses (including attorney fees and expenses) arising out of or relating to any of Your activities or inaction and/or arising out of or relating to any claims of Member.

14. NO WARRANTY. You expressly agree that use of the Service is at Your sole risk. There is no warranty that the Service will not be interrupted or error free; nor does Network make any warranty as to the results that may be obtained from the use of the Service. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL NETWORK , ITS OFFICERS, AGENTS OR ANY ONE ELSE INVOLVED IN THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE SERVICE; OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION OR ANY FAILURE OF PERFORMANCE, NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DISTRIBUTOR'S RECORDS, PROGRAMS OR SERVICES. NETWORK DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the above, Your exclusive remedy for all damages, losses and causes of actions whether in contract, tort (including negligence) or otherwise, shall not exceed the aggregate dollar amount received directly from Network pursuant to this Agreement.

15. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Publisher shall not have the right to assign its interests in this Agreement to any other party, unless the prior written consent of Network is obtained.

16. TERMINATION. This Agreement may be terminated for convenience by either party by providing 15 days written or electronic notice, or written notice forwarded with "certified delivery" from the US Post office, Fedex or UPS, to the other party. If at any time during the term of this Agreement Network discovers that any actions of Member violate the laws of Missouri, any other entity in the United States, or the United States government, this Agreement shall immediately terminate.

17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

18. AMENDMENT. This Agreement may not be modified or amended in any form except in writing signed by both parties.

19. SEVERABILITY. If any provision of the Agreement (or portions thereof) are held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby unless said illegality forces a complete termination of the Agreement.

20. WAIVER OF CONTRACTUAL RIGHT. The failure of Network to enforce any provision of this Agreement shall not be construed as a waiver or limitation of Network's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

21. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Missouri, not withstanding any conflict of laws provisions. Any legal action against Network must be brought in the courts of Chesterfield, Missouri.

22. SURVIVAL. Paragraphs 9, 10, 11, 12, 13, 14, 17, 19, 20, 21, 22 and 23 shall survive the termination of this Agreement. 23. INDEPENDENT CONTRACTORS. The parties are independent contractors and are not principal-agents, joint ventures or partners.

IF YOU CLICK ON THE "AGREE" or "SUBMIT" or "ACCEPT" BUTTON ON THE SIGN UP FORM AND/OR USE THE SERVICES YOU HAVE INDICATED YOUR ACCEPTANCE OF THIS AGREEMENT INCLUDING ITS TERMS AND CONDITIONS.

This revision is dated: January 09, 2011

End of agreement