Updated: 03/25/2008 This agreement describes the terms and conditions of participation in the homes.org LLC Affiliate Program. The terms "Affiliate," "you," and "your" refer to the applicant. "We" and "our" refer to homes.org LLC. This agreement is between independent parties and does not represent any form of partnership. 1. TERMS OF AGREEMENT. This Agreement, any and all other Terms and Conditions as may be set forth from time to time on www.RevenueAllies.com, and any addendum to this Agreement executed by both parties (“Agreement”), describe the terms and conditions of participation in the homes.org LLC Affiliate Program through its website for its Affiliates, www.RevenueAllies.com. The terms “Affiliate”, “you”, and “your” refer to the applicant. “We” and “our” refer to homes.org LLC and/or RevenueAllies.com. This Agreement is between independent parties and does not represent any form of partnership. This Agreement may not be assigned by Affiliate. During the term of this Agreement, Affiliate shall act exclusively and solely for homes.org’s benefit and Affiliate shall not have a relationship with another program that provides Offers from any of homes.org’s Brand Partners and all referrals and leads generated by Affiliate for the Brand Partners shall be offered exclusively to homes.org. 2. AGREEMENT DURATION The term of this Agreement will begin upon our acceptance of your Affiliate application and will end when terminated by either party. Termination may happen at any time, with or without cause, and with or without notice. Violation of any term within this Agreement by the Affiliate will be considered nullification of the Agreement at the time of violation. Violation of any terms or conditions within this Agreement may result in termination at the discretion of homes.org. Should homes.org terminate this Agreement due to violation of any term of the Agreement by Affiliate, any understanding and/or due commissions at the time of termination are considered willfully surrendered to homes.org (“forfeiture”) and will not be paid to the Affiliate. Said Forfeiture may occur with or without notice at homes.org’s discretion. 3. MODIFICATION We retain the right to modify any of the terms and conditions within this Agreement at any time and at our sole discretion by posting a Change Notice or a new Agreement on our Website or alternatively, by executing an addendum to this Agreement. These modifications may include, but are not limited to, changes in the scope of available referral/commission fees, fee schedules, payment procedures and program rules. If any of the modifications are unacceptable to you, your sole recourse is to terminate this Agreement. Continued participation in the program by an Affiliate following the posting of a Change Notice or new Agreement is acceptance of the change by the Affiliate. 4. COMMISSION PAYMENT The commission schedule will be paid as detailed on the Affiliate program page when you enroll in the homes.org’s Affiliate Program, or as agreed upon in a separate mutually agreeable written addendum executed by both parties. These commission rates are subject to change at any time without notice. 5. DETAILS OF PAYMENT a. Commissions A commission payment will not be released to an affiliate partner until the minimum earning payment threshold of $100.00 has been reached. Commissions can only be earned between the acceptance of the Affiliate application by homes.org or, alternatively, execution of this Agreement and notice of termination. Commissions cannot be earned on orders placed for the personal or business use of the Affiliate, his or her immediate family, or others whose relationship is judged by homes.org to constitute self-referral. Affiliates will not be permitted to earn second-tier commissions on their own sales, through any means including but not limited to multiple business entities. Such action is cause for Affiliate’s immediate termination from the program. Judgments on these matters will be left solely to the discretion of homes.org. b. Payment Terms – Affiliate Base commission payments for any sale will only be made once a sale has been approved by homes.org. In order for an Affiliate sale to be approved, the customer must complete the order process as confirmed by the service provider. Commissions may be charged-back to the Affiliate if the customer does not maintain their service account in good standing within 180 days after the date of sales confirmation. The Performance Bonus, if applicable, will be paid monthly based on a rolling 90-day period. Any Performance Bonus will be based on the total number of monthly sales that remain active throughout the 90-day period. Affiliate commissions will only be paid on sales which are made through qualified Affiliates. homes.org’s current and/or former employees, their friends, or relatives are prohibited from participating in this Affiliate program. Failure to provide a verifiable tax ID will result in immediate removal from the Affiliate program and surrender of any due commissions. c. Payment Terms – Referral In order for a referral sale to be approved, the customer must complete the order process and maintain service for at least 180 days as confirmed by the service provider. d. Payment Terms – 2nd Tier Bonus Affiliates will receive a bonus commission for each approved DISH Network or DIRECTV sale made by a referred Affiliate. Affiliates may not be self-referred. Self-referrals are in violation of these terms and conditions. Violators may be subject to termination at homes.org’s discretion. 6. PAYMENT SCHEDULE a. By Physical Check Commissions on confirmed sales will be paid bi-weekly (every 2 weeks). Any returned checks, charge-backs, or fees from a returned order will be adjusted in the following fee payment. Stopped payments or returned checks will incur a $32.50 fee. All checks will be sent via U.S. mail (first class postage) only. b. By ACH Electronic Funds Transfer Commissions on confirmed sales will be paid biweekly (every 2 weeks). 7. Chargebacks a. Satellite Television Sales All Affiliate sales are subject to a 180-day chargeback period during which time an Affiliate will be billed (charged back) for any paid commissions for accounts that fail to maintain activation for 180 days unless otherwise noted or specified in a separate agreement. The Performance Bonus will be paid monthly based on a rolling 180-day period. If the chargeback rate exceeds the Affiliate acceptable rate of 12% in a given period, the Affiliate may be subject to chargeback on any performance-tier bonus, if applicable. b. MSO (Cable/Broadband Service Provider) Sales Affiliate sales are subject to a 180-day chargeback period, during which time an Affiliate will be billed for any commissions paid for accounts that fail to maintain activation for 180 days past the date of installation. If the chargeback rate exceeds the Affiliate acceptable rate of 12% in a given period, the Affiliate may be subject to chargeback on any performance-tier bonus, if applicable. c. LHP Home Warranty Sales Affiliate sales are subject to a 180-day chargeback period, during which time an Affiliate will be billed for any commissions paid for accounts that fail to maintain activation for 180 days past the date of installation. If the chargeback rate exceeds the Affiliate acceptable rate of 12% in a given period, the Affiliate may be subject to chargeback on any performance-tier bonus, if applicable. d. Vonage Sales Affiliate sales are subject to a 180-day chargeback period, during which time an Affiliate will be billed for any commissions paid for accounts that fail to maintain activation for 180 days past the date of installation. If the chargeback rate exceeds the Affiliate acceptable rate of 12% in a given period, the Affiliate may be subject to chargeback on any performance-tier bonus, if applicable. e. ADT Sales Affiliate sales are subject to a 180-day chargeback period, during which time an Affiliate will be billed for any commissions paid for accounts that fail to maintain activation for 180 days past the date of installation. If the chargeback rate exceeds the Affiliate acceptable rate of 12% in a given period, the Affiliate may be subject to chargeback on any performance-tier bonus, if applicable. 8. TRACKING homes.org will be solely responsible for tracking sales through the use of proprietary and/or third party software. homes.org strives to ensure accurate tracking of referrals made by Affiliates. Affiliates will themselves be solely responsible for ensuring that they properly implement tracking codes in URLs, provide correct promotional codes and toll-free information to ensure homes.org’s ability to track referral sales. Notwithstanding the above statement of responsibility by homes.org to track sales, Affiliate hereby acknowledges and accepts that the tracking system employed by homes.org is not 100% fail-safe and that there may, on occasion, be instances of referral sales made that are not credited to an Affiliate for any of the following possible reasons: *Failure by the Affiliate to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and other online marketing content. * Deliberate or accidental actions by customers to circumvent an Affiliate’s special URL causing our software to be unable to accurately track the sale. * Bugs, glitches or crashes of the tracking software that render it unable to accurately track sales for a period of time. *Acts beyond the control of homes.org that cause irretrievable data loss on the computers and back-up disk media that store the commission information. As such, Affiliates agree not to hold homes.org liable for compensation for any unclaimed commissions that were not tracked and recorded by the tracking software. 9. ORDER PROCESSING homes.org will be responsible for processing every order placed by a customer through our websites or related toll-free numbers. Customers who purchase products and services through homes.org’s Affiliate Program will be deemed to be customers of homes.org LLC and Elephant Group, Inc. and the related service provider/brand partner. Prices and availability of products and services may vary from time to time. homes.org’s policies will always determine the price paid by the customer. homes.org reserves the right to reject any order that does not comply with our rules, operating procedures and/or policies. 10. ACCEPTABLE MARKETING TACTICS Acceptable methods of marketing may include: a. Banner Ads Placement of banner ads on the approved Affiliate’s website(s) (as disclosed in writing to homes.org) or other web sites that do not include unacceptable/objectionable content as detailed in the Web Site Restrictions section of the Terms and Conditions. b. Search Engine Marketing Affiliates choosing to utilize PPC-search advertising may not link directly or use script redirects to our web sites through PPC search term advertising. Affiliates may not use our domains as the display URL. Affiliates may not bid on trademarked terms related to company-held trademarks and service marks, including but not limited to Revenue Allies, SatelliteSales.com, BestDealSatellite.com, Satellite Sales, Best Deal Satellite, Elephant Group, Inc., homes.org, BuyComcast.com, BuyCharter.com, BuyTimeWarner.com, BuyADT.com, 4-Dish.com, BuyVonage.com and other similarly worded terms. Affiliates may also be restricted from bidding on partner-related trademarked terms as specified within the Terms and Conditions. c. Trademarked Terms (Partners) The following terms may not be used in domain names or as key word selections for search advertising. DIRECTV “DIRECTV “www.directtv.com” “www.getdirectv.com” “www.direc.tv” “Direct TV” “www.directtv-com” “www.officialdirectv.com” “www.direct.tv” “Directtv” “www.direct-tv.com” “www.directvsatellire.com” “Direct-TV” “www.direc-tv.com” “www.directvdish.com” d. Email Marketing Affiliates may not promote our offers through email marketing without receiving prior written approval from homes.org after providing documentation detailing their email marketing campaign strategy, subscriber management and acquisition practices. All email marketing creative must also be reviewed and approved in writing by homes.org prior to the campaign launch. e. Telemarketing We will not accept any Affiliate partner that attempts to market our merchants’ products and/or services through outbound phone solicitation, also referred to as “cold calling”. Any Affiliate identified utilizing these telemarketing tactics will immediately be terminated from the program without notice. f. Additional Means of Marketing We encourage our Affiliates to consider any type of promotion to market our offers including newsletters, classified ads, word-of-mouth, print advertisements or other similar tactics. Affiliate must provide a marketing plan detailing the promotional vehicle and target audience to homes.org and receive written approval prior to the start of any marketing campaign. Affiliate must provide creative proof for any advertisement not provided by homes.org or any modified version of creative by homes.org. Affiliate must not violate any laws during the promotion of the products and services of homes.org including but not limited to phone solicitation, direct mail, distribution of promotion materials, etc. Additionally, all materials and other communications in the course of promoting the products and services of homes.org and/or its partners must identify the Affiliate by individual company/name. Be aware that ANY marketing, including door-to-door marketing, requires full compliance with any/all state, federal, local, city, county and/or municipal laws or ordinances. Affiliates must disclose all marketing tactics to homes.org in advance of usage and receive written approval prior to use. 11. SPAM/UNSOLICITED COMMERCIAL EMAIL (UCE) homes.org in no way participates in mass, unsolicited emailing (i.e., spamming). All Affiliates are expected to adhere to this policy. Violation of this policy will result in the immediate termination of this contract and dismissal from the homes.org’s Affiliate Program without notice, refund or payment of commissions. 12. SPYWARE AND OTHER PARASITIC SOFTWARE Any Affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of homes.org and/or its partner sites) is subject to punitive actions by homes.org, without notice, including but not limited to: suspension of Affiliate account; termination of Affiliate account; withholding of payments to Affiliate; and public or law enforcement notification of Affiliate’s suspected malfeasance. homes.org encourages Affiliates to report suspicions of such relationships and, should substantial proof, as judged by homes.org be provided, homes.org reserves the right to assign a value equal to unpaid monies earned by the offending Affiliate (or a part thereof) to the reporting Affiliate as a bounty. 13. APPROVAL REQUIREMENT At this time, we are only accepting U.S.-based Affiliate partners. All Affiliates must be 18 years or older. All Affiliate applicants are subject to the approval of homes.org in its sole discretion. Participation in the homes.org Affiliate Program is subject to termination at the sole discretion of homes.org. homes.org reserves the right to deny any Affiliate applicant request in its sole discretion. 14. WEBSITE RESTRICTIONS homes.org reserves the right not to accept any site into the homes.org Affiliate Program based on site content. Sites that do NOT qualify for the homes.org Affiliate Program include sites that may be found to be: X-rated and/or promote sexually explicit materials In promotion of violence and discord In promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. In promotion of illegal, morally questionable or controversial activities In violation of intellectual property rights Domain masking is not permitted. 15. COPYRIGHTS The use of the images displayed on the homes.org or Revenue Allies web site by you, or anyone else authorized by you, is prohibited unless specifically permitted by homes.org. Any unauthorized use of the images or programming code may violate copyright laws, trademark laws, the laws of privacy and publicity, and communication regulations and statutes. We reserve the right to terminate the use of content provided by homes.org to the Affiliate Sites at any time. homes.org will own all right, title and interest in and all information that is created or collected in the operation of the homes.org site. a. Use of Creative Materials Use of creative provided to affiliates through the Affiliate Program to promote sales through any channel, other than those associated with the homes.org’s Affiliate program, is strictly prohibited and will result in immediate termination and the surrender of any due commissions to homes.org. Affiliates may NOT purchase domains that are related to company-held trademarks and service marks, including but not limited to SatelliteSales.com, BestDealSatellite.com, Satellite Sales, Best Deal Satellite, Elephant Group Inc., and other similarly worded terms. Affiliates may also be restricted from purchasing domains based on partner-related trademarked terms as specified within these Terms & Conditions. (See trademarked terms.) All Copyrighted material and trademarked names and logos used in accordance with this Agreement remain the exclusive intellectual property of the respective originating or issuing parties. No transference of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement. DISH Network and the DISH Network Logo are the sole property of Echostar Communication Corporation. DIRECTV and the DIRECTV logo are the sole property of the DIRECTV. b. Behavior/Conduct Clause Affiliates are to conduct themselves professionally and respectfully when dealing with potential customers, homes.org employees, or any group or individual associated with homes.org. Abusive and/or unprofessional behavior will not be tolerated and may result in termination. 16. INDEMNIFICATION Affiliate (and/or Affiliate company) will defend, indemnify and hold harmless the Company (homes.org LLC /Elephant Group, Inc.), its officers, directors and employees against all liability, loss, cost or expense associated with any claims, suits, actions, or demands of any nature and description by reason of damage or injury (including death) to any person or property caused by the Affiliate’s negligence, breach of this Agreement or performance of services hereunder. 17. DISCLAIMER We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the homes.org Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate Sites will be interrupted or error-free, and we will not be liable for the consequences of any interruptions or down time. Without limiting the foregoing, homes.org’s aggregate liability arising with respect to this Agreement will not exceed the total fees paid or payable to Affiliate under this Agreement. This Agreement will be governed under the laws of the state of Florida without reference to rules governing choice of laws. Any action relating to this Agreement must be bought in the Federal or State courts located in Broward County, Florida and you irrevocably consent to the jurisdiction of such courts unless homes.org elects to use binding arbitration, at its sole discretion, an alternative to formal legal process. 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 enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to subsequently enforce such provision of any other provision of this agreement. By executing this Agreement, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You also affirm that you have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement. 18. Notice All notices or demands of any kind which either party is required or desires to give or make upon the other in connection with this Agreement or arising out of the relationship created hereby (“Notice”), shall be in writing (email or facsimile acceptable) and shall be given or made (subject to the right of either party to designate a different address by notice given as provided herein) by United States registered or certified mail, or by overnight courier, postage prepaid, to the address listed for the respective party above or by the email or facsimile number provided. By submitting this Affiliate Agreement form, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.