Contract Terms and Conditions

This agreement (the "Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the MakeLifeEasy.com Affiliates Program (the "Program"). As used in this Agreement, "we" or "McQCorp" means McQuillin & Associates Inc., the Owner of MakeLifeEasy.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to the MakeLifeEasy.com site, located at the URL www.makelifeeasy.com, or to any site that you will link to our site (and which you will identify in your Program application).

1. Some Terminology

2. Administration

3. iBill's Terms and Conditions

Please read and agree to iBill's terms and conditions, which are a part of this agreement.

4. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via our site using the "Join" page. We will evaluate your application in good faith and will notify you of your acceptance or rejection. Customer-affiliates must specify the address (URL) of their world wide web site if they plan to use affiliate links on a site. Merchant-affiliates must specify the address (URL) of their world wide web site. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• include "MakeLifeEasy" or variations or misspellings thereof in their domain names
• otherwise violate intellectual property rights

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

5. Links on Your Site

We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links" and are provided on the "Banners & Links" page herein. You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Affiliates Program and placing any of the above links within your site, MakeLifeEasy.com may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the MakeLifeEasy.com program constitutes your specific and unconditional consent to and authorization for MakeLifeEasy.com's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in MakeLifeEasy.com's Privacy Notice.

6. Links in Emails: NO SPAM

We support the use of email to develop the MakeLifeEasy alliance. Emails must be either to recipients who you know, or those with whom you have some pre-existing relationship (such as visitors to your site), or to recipients who have explicitly expressed an interest in recieving offers of this type (e.g. members of opt-in email lists). We will not tolerate the sending of unsolicited bulk emails which promote or make reference to MakeLifeEasy. Other prohibited forms of advertising include postings to non-commercial newsgroups (unless they are directly related to the current message thread) and cross-posting to multiple newsgroups at once. In addition, affiliates may not advertise in any way that effectively conceals or misrepresents their identity, their domain name or their return email address. Any affiliate who, in our opinion, breaches this ruling will have their affiliate status canceled immediately and any and all outstanding commissions WILL BE FORFEITED. Stay Safe, Don't SPAM. We will NOT revoke affiliate status to avoid payment of owed or future commissions.

7. Subscription Order Processing

We will process subscription orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject subscription orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of subscription order processing and fulfillment. Among other things, we will process payments and cancellations and handle customer service. We will track subscription order sales made to customers by using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

8. Referral Fees

We will pay you (in accordance with specific sections below) referral fees on certain subscription sales to third parties. For a subscription sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to our site, and purchase the subscription before one of the following events occurs: (a) 30 days elapses from the customer's initial click-through, (b) the customer follows a third party's Special Link (i.e. they are subsequently referred by another affiliate before signing up). We will only pay referral fees on such Subscriptions after order and payment have occurred.

You may not receive commissions on subscriptions purchased for your own use. You or any of your immediate relatives may not receive level-2 commissions on subscriptions sold by a merchant-affiliate who is your own employer, including merchants for whom you are an officer, director, or advisor of record. Subscriptions that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Subscriptions."

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site. (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (f) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

9. Referral Fee Schedule And Payment

You will earn referral fees based on Qualifying Revenues according to referral fee schedules established by us. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Subscriptions, excluding costs for taxes (if any), returns, chargebacks, and bad debt. The current referral fee schedule is defined in the separate sections below for Customer-Affiliates and Merchant-Affiliates.

Commissions are paid on membership fees received and are net of any refunds or chargebacks. On MakeLifeEasy's monthly payment plan, customers are billed in arrears for each month of service. Payment checks are then paid bi-monthly (on about the first and fifteenth of each month) and take approximately five days in transit. Your commissions are paid directly from iBill, on this same schedule, simultaneous with their payment to MakeLifeEasy.

MakeLifeEasy uses the iBill RevShare program to share revenues from subscription signups that originate at a referring site. iBill tracks all sales and identifies both MakeLifeEasy and the referring site (RevSharer) and provides CMI reporting and payment services. See iBill's Fee Payment Schedule in their terms and conditions by following the link above. Some of the information provided in this section (below) is copied from their agreement for convenience only, and is superceded by the exact terms specified in their agreement:

RevSharer Payout Date: RevSharers are paid by iBill twice per month on the 8th and the 22nd of each month. Each payout date covers the 2-week billing period that ended approximately 3 weeks prior. This means that the payout of the 8th is for all transactions that took place from the 1st through the 15th of the previous month and the payout of the 22nd is for all transactions that took place from the 16th through the end of the previous month. RevSharers are paid based on the pre-determined split established by the RevShare Client [MakeLifeEasy] at the time the RevSharer's account was created.

Funds withheld for RevSharers are paid by iBill twice per month on the 8th and 22nd of each month. RevSharers will be responsible for their portion of charge backs and refunds, however, when funds are not available for the RevSharer to cover these adjustments, any shortage will be adjusted from the iBill Client's my Master Account(s). iBill will only pay RevSharers when the balance of the payments due the RevSharers equals or exceeds $50. Any balance below $50 will be carried over to the following RevSharer payment period until the accumulated balance equals or exceeds $50. Should iBill's payment to a RevSharer never equal or exceed $50 at any point in the consecutive twelve month period beginning on the activation of the RevSharer ID, the payment shall be forfeit to iBill at the end of such period to cover administrative charges.

Payment Method: RevSharers are paid by US Mail.

CMI Reporting for RevSharer: RevSharers have access to detailed sales data and functions related to their sales from within their Commerce Management Interface (CMI). RevSharers can access this data by clicking on the "Accounting" menu on the main CMI screen. This brings them to a screen where the reports are located.

10. Policies and Pricing

Customers who buy subscriptions through this Program will be deemed to be customers of MakeLifeEasy.com. Accordingly, all MakeLifeEasy.com rules, policies, and operating procedures concerning customer orders, customer service, and subscription sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for subscriptions sold under this Program in accordance with our own pricing policies. Because price changes may affect subscriptions that you have listed on your site, you must frequently check in with the Program news on the MakeLifeEasy.com site, carefully review all Program correspondence, and be aware of price changes if you intend to post prices on your site.

We may change the referral commission percentages paid as a part of this agreement. However, changes to referral percentages paid will not reduce your commissions on subscriptions sold before the commission change.

11. Identifying Yourself as an Associate

You may not issue any press release with respect to this Agreement or your participation in the Program without express permission from McQCorp; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that MakeLifeEasy.com supports, sponsors, endorses, or contributes money to any charity or other cause) or by a separate written agreement superceding this agreement and signed by both parties.

12. Limited License

We grant you a nonexclusive, revocable right to use the graphic images and text that comprise Special Links and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating subscription sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

13. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment
• creating and posting MakeLifeEasy service and/or subscription descriptions on your site and linking those descriptions to our site
• the accuracy and appropriateness of materials posted on your site (including, among other things, all MakeLifeEasy service- and alliance-related materials)
• ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• ensuring that materials posted on your site are not libelous or otherwise illegal
• ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

14. Term of the Agreement and Termination

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all MakeLifeEasy.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

You are eligible to earn referral fees only on our sales of Qualifying Subscriptions that occur during the term of the agreement, and on subscription renewals that occur in the future without lapse, both automatic and manual, on subscriptions referred by you prior to termination. Referral fees earned through the date of termination will remain payable only if the related orders are not canceled, revoked, or otherwise charged back. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

15. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

17. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

18. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any subscriptions sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

19. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

20. Arbitration

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in either Century City, California or Torrance, California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of California (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

21. Miscellaneous

This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our 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. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

22. Privacy Policy

We keep a copy of the original information you used to join the account. This information is transmitted to iBill for account management and payment. If you are a customer maintaining a MakeLifeEasy database, we always keep these two sets of information separate. We only use the information you submit to maintain your account. That is, to make your commission payments and to communicate changes in our program. We will not email you with any other company's products. We will notify you of new banners and or text links to facilitate promotion of MakeLifeEasy.com. We do not now nor will we in the future, sell, rent or otherwise make your personal information available to anyone.

Part II. Additional Specific Terms For Customers

1. Qualifications

Full Member in Good Standing

Merchant

Level 2 Referrer

2. Fee Schedule

Case 1 / Level 1: You Refer a New Full Member. When you refer individuals who become a full members of the MakeLifeEasy alliance, we pay you a 17% commission for each member-month that you refer, that is, 17% for each month that each member maintains their full membership. These referral fees are paid for as long as that member maintains full membership. At our current membership fees, you earn $0.50/month or $6.00/year for each full member that you refer. Here are sample commissions for the one-level program:

If you refer:	You earn:	which is:
10 customers	$5/month	$60/year
100 customers	$50/month	$600/year
1,000 customers	$500/month	$6,000/year

Case 2 / Level 2: You Refer a New Merchant. This is a two-level referral: you refer merchants who refer individuals (their customers) who become full members of the MakeLifeEasy alliance. For the first year of the membership of a merchant that you refer, we pay you a 4% commission for each month of full membership that is referred by that merchant. Therefore, your referral fees can extend for one year for each merchant you refer, and they can be very substantial. At our current membership fees, you earn $0.118 for each month of full membership referred by a merchant that you refer. Here are sample commissions for various sizes of merchants. These estimates assume that the customers join in the third month and keep their full memberships current, so that you receive commissions on nine (9) member-months per member:

If you refer a merchant site that refers*:	You earn:
100 customers	$106 minimum
1,000 customers	$1,062 minimum
10,000 customers	$10,620 minimum

Commissions are paid on membership fees received and are net of any refunds or chargebacks. On MakeLifeEasy's monthly payment plan, customers are billed in arrears for each month of service. Payment checks are then paid bi-monthly (on about the first and fifteenth of each month) and take approximately five days in transit. Your commissions are paid directly from iBill, on this same schedule, simultaneous with their payment to MakeLifeEasy. See iBill's terms and conditions, which are a part of this agreement, for details.

Part III. Additional Specific Terms For Merchants

1. Qualifications

Merchant

2. Fee Schedule

Membership Referrals

If your site refers:	You earn:	which is:
100 customers	$50/month	$600/year
1,000 customers	$500/month	$6,000/year
10,000 customers	$5,000/month	$60,000/year

3. Level-two Referrers

A merchant may have been referred by a third party. This third party will receive commissions on your referrals for a limited period of time (currently one year). A third party referrer may be any qualified MakeLifeEasy affiliate, except for employees, officers, directors, or advisors of record for the merchant or their immediate relatives. A third party referrer will often be one of the following:

1. A MakeLifeEasy member who wants their preferred vendor(s) to join the alliance.
2. Your internet server provider (ISP), commerce site builder, or other service provider.
3. An associate of MakeLifeEasy, i.e. an organization which shares common goals with MakeLifeEasy and encourages new members to join.
4. A MakeLifeEasy performance partner.

We provide this information only in the spirit of full disclosure. The fact that you were referred by a third party (or not) does not affect your contract terms or fees paid in any way. If you want more information on third-party referrers, review the section on the Affiliate Program for Customers (APC). Usually your referrer will be known to you. If you want to know the identity of your referrer, please contact the Affiliate Program For Merchants ("APM") and provide your merchant ID.