TERMS AND CONDITIONS
This NBA Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions regarding the NBA Affiliate Program (the "Program") of National Bookkeepers Association, LLC. ("NBA").

BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

1. Definitions. Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. However, use of the term "Affiliate" in this Agreement shall not be interpreted or construed to mean that any party to this Agreement is an "affiliate" of any other party for purposes of any federal and state securities laws. "Affiliate Originated Visitor" means a unique end-user who accesses the National Bookkeepers Association (NBA) Site through an Affiliate Link on the Affiliate Site. "NBA Brand Features" means NBA trade names, trademark, service mark and/or logo authorized by NBA and found at www.nationalba.org. "NBA Content" means NBA-provided small-business focused articles and other content. "NBA Product" means the NBA membership, training, or certifications. "NBA Site" means the Affiliate’s NBA website which is the destination of the URL included by NBA in the Link. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. "Link" means a hypertext and/or graphical link, to or from one website to another website which allows an Affiliate Originated Visitor to automatically transfer from the Affiliate Site to the NBA Site.

2. Enrollment in the Program. To begin the enrollment process, Affiliate will submit and complete Affiliate Program application via www.nationalba.org/affiliateapplication.cfm. NBA will evaluate Affiliate's application and notify you of your acceptance or rejection of your application. NBA may reject your application and reserves the right to terminate this Agreement for any reason with or without notice to Affiliate including but not limited to a determination that the Affiliate Site is unsuitable for or incompatible with the Program.

3. Links. Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to their NBA Site at one (or more) website(s) owned or operated by Affiliate (the "Affiliate Site(s)") in no event later than five (5) business days following NBA's acceptance of Affiliate into the Program. Affiliate Links to NBA Site(s) may not be placed in search engines, newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. We prohibit any masking of your URLs - making it appear as though your link is an official NBA link. You may not use links that automatically redirect the user to the NBA website in your search ads. Any Affiliate Link placed must be done so in such a way that it is not misleading to any Affiliate Originated Visitor and done so with the intention of delivering users to the NBA Site for that Link. Affiliate acknowledges that the Affiliate Site will include the NBA Brand Features, and Affiliate has no right to alter, remove, or customize the NBA Brand Features. Affiliate will not use or display the Link(s) or the NBA Brand Features in a manner that is defamatory, misleading, libelous, and obscene or otherwise potentially damaging to the reputation of NBA, or the goodwill associated with the NBA Brand Features.

4. Affiliate Obligations and Restrictions. Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; and (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party. Affiliate agrees to refrain from the following: (a) purchasing and/or using domain name(s) that incorporate any portion of the NBA Brand Features; (b) purchasing any search engine keywords that outrank and/or outbid any of the NBA Brand Features; (c) identifying the Affiliate site as an "official site" ("affiliate" or "authorized affiliate" are permitted uses); and (d) changing any NBA Product price and/or offering any additional Affiliate discounts or rebate on any NBA Product. Affiliate hereby agrees to indemnify, defend and hold harmless NBA, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site.

5. Competitive Services. If you are approved as an Affiliate, NBA would prefer that you not be an affiliate or otherwise promote, market or sell any products that are competitive with NBA Products. If you do market competitive products and services, you agree to place our Link, banners, and any other content identifying NBA and/or describing the our products and services (the "Content") in a location and in a manner on your Site that is equal to or better than the location and manner in which you place a competitor's Content.

6. Order Processing. NBA will process orders placed by users who follow the Links from Affiliate's Site to their NBA's website. NBA reserves the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale, (which we may revise periodically without notice to you). NBA will be responsible for all aspects of order processing and fulfillment. The amount of sales generated using the Affiliated Links from Affiliate Site to NBA Site will be tracked by NBA (the "Tracking Data"). Affiliate will have access to password protected NBA Affiliate Internet portal at www.nacpbaffiliate.com, where Affiliate can check the Affiliate's sales and rewards payment activity on a daily basis. To permit accurate tracking and reporting, Affiliate must ensure that the Links between Affiliate Site and NBA Site are properly formatted and are maintained.

7. Cash Rewards. NBA phone sales are eligible for rewards if the client, member, or customer mentions your Affiliate Identification Number. Internet and distributed marketing collateral sales are eligible for rewards when your clients, members, or customers “click” the affiliate link placed on your website or by identifying your Affiliate Identification Number within your NBA provided distributed marketing collateral.

8. Payments. Subject to Section 7 above, NBA will pay Affiliate the Cash Rewards earned which payments will be calculated on a weekly basis. Approximately seven days following the end of each calendar month during the agreement, NBA will send Affiliate a check for the Cash Rewards you earned in such week, less any other fees or reduction for returns that NBA is required by law to withhold, and excluding fraudulent, redundant, or non-qualifying Cash Rewards. Affiliate may be taxed on the accrual of Cash Rewards, depending on the tax laws of Affiliate's federal, state, and local jurisdictions. Affiliate shall be responsible for any and all tax liability arising out of your accrual or receipt of Cash Rewards and Affiliate hereby agrees to indemnify and hold NBA harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from such tax liability.

9. License Grant. NBA hereby grants to Affiliate a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the NBA Brand Features and NBA Content at the Affiliate Site solely in the form delivered by NBA. Affiliate is only entitled to use the NBA Brand Features and NBA Content to the extent that the Affiliate is a member in good standing in the Program.

10. Reservation of Rights. NBA reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. NBA retains all right, title, and interest in and to the NBA Brand Features and the NBA Site, together with all Intellectual Property Rights thereto. In addition, NBA shall establish all NBA Product pricing and associated fees. NBA may, in its sole discretion, change the NBA Product pricing with or without notice.

11. Program Information. NBA will own all right, title and interest in and to all information that is created or collected in the operation of the NBA Site including, without limitation: (i) any contact information collected from any Affiliate Originated Visitors, (the "Contact Information"); and (ii) any information collected about product sales at the NBA Site generated through the Affiliate Link(s), (the "Sales Information"). NBA (will/can) not share contact information to Affiliates and/or other third parties. NBA will make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without NBA's prior approval. Subject to the terms and conditions of this Agreement, NBA grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section. Each party shall comply with its respective privacy policies and statements in handling, using and disclosing any Contact Information and Sales Information.

12. Termination. This Agreement will become effective on the Effective Date and ends when terminated by either party in accordance with this Agreement. This Agreement may be terminated (i) by NBA, with or without cause, and with or without notice to Affiliate, and (ii) by Affiliate, with or without cause, by removing the NBA Brand Feature from the Affiliate Site, and notifying NBA of its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) and NBA Brand Features from Affiliate Site; (iii) NBA will pay Affiliate any accrued and unpaid Cash Rewards; and (iv) Sections 14, 15, 16, 17, 18, 20, and 21 and this sentence will survive. If NBA should terminate this Agreement because Affiliate is in breach of a material term, NBA may withhold Cash Rewards payable to you in an amount equal to the amount by which NBA believes in good faith that we have been damaged by such breach, including prospective damages and damages resulting from claims by third-parties caused by such breach.

13. Modification. At any time and in NBA's sole discretion, NBA may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on www.nacpbaffiliate.com and/or (ii) emailing a revised agreement to Affiliate. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued participation in the program following NBA's posting of a change notice or new agreement on www.nacpbaffiliate.com and/or Affiliate's receipt of a revised agreement will constitute binding acceptance of the modification.

14. Disclaimer. THE NBA SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND NBA EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE NBA SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, NBA MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF NBA'S STATE ASSOCIATION SITE, OR PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND NBA SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. NBA SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF NBA'S PRODUCTS.

15. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL NBA BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, NBA'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

16. Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to NBA that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold NBA and NBA harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section. If the person entering into this Agreement is acting on one's behalf, such person represents to NBA that he or she is an individual, 18 years of age or older, who is a U.S. citizen or permanent resident.

17. Publicity. Affiliate shall not create, publish, distribute, or permit any written material that makes reference to NBA without first submitting such material to NBA and receiving written consent from NBA.

18. Relationship of Parties. Affiliate and NBA are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on NBA's behalf. Affiliate will not make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.

19. Communications. Affiliate agrees that by becoming a NBA Affiliate, NBA will contact you on a periodic basis with information about NBA's Affiliate programs.

20. Geographic Scope. All the rights and obligations of both NBA and Affiliate are valid only within the United States.

21. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of Utah without reference to conflicts of laws provisions, and any legal proceeding arising out of this Agreement will occur in Davis County, Utah. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between NBA and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between NBA and Affiliate with respect to the subject matter hereof. Affiliate may not assign all or any part of this Agreement without NBA's prior written consent. Except as set forth in Section 13, this Agreement may not be modified without the prior written consent of both parties.

22. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to NBA will be directed to NBA, LLC, 162 W. Baer Creek Drive, Kaysville, UT 84037, Attn: General Counsel, Phone: (801) 444-9385, Fax: (801) 444-9386.

23. Assignment. 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 to this Agreement and their respective successors and assigns.

24. 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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.