1. I understand that as a participant in the Prosperity Alliance (“PA”): (a) I have the right to offer for sale PA products and services in accordance with these Terms of Participation; (b) I have the right to enroll other persons in PA; (c) If qualified, I have the right to earn commissions and bonuses pursuant to the PA Compensation Plan, when published by PA.

2. I agree to present the PA Compensation Plan and PA products and services as set forth in official PA literature.

3. I agree that as participant in Prosperity Alliance I am an independent contractor, and not an employee, partner, legal representative, or franchisee of PA. I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF PA FOR FEDERAL OR STATE TAX PURPOSES. PA is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind.

4. Upon receipt I will read and agree to comply with the PA Terms and Conditions and the PA Compensation Plan, both of which are incorporated into and made a part hereof (these three documents shall be collectively referred to as the “Agreement”). If I do not cancel the Agreement within 10 days of my receipt of the Policies and Procedures and Compensation Plan, I shall be deemed to have accepted and agreed to the terms thereof. I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions. I understand that these documents may be amended at the sole discretion of PA, and I agree to abide by all such amendments. Notification of amendments shall be posted on the PA website. Amendments shall become effective 10 days after publication. The continuation of my PA affiliation or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments. If I fail to pay any monthly fee, I will have a thirty (30) day grace period to make payment, during that period, I will have the ability to earn commissions; however, my account will be moved to a dormant status. If I do not sure my default by making payment, I will lose access to the PA site, and ability to earn commissions will cease. If I reactivate my enrollment, I must re-qualify in order to earn future commissions.

5. Unless otherwise terminated as provided in the Agreement, the term of this Agreement is one year from the date that my credit card is charged or my check negotiated for payment of the Starter Kit and, if paid by credit card, automatically renewed for successive one year terms unless I provide thirty (30) days prior written notice of termination. If I fail to annually renew my PA affiliation, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a PA participant. I shall not be eligible to sell PA products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former referrals. In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former referrals and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former referrals. PA reserves the right to terminate all Agreements upon 30 days notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. Participant may cancel this Agreement at any time, and for any reason, upon written notice to PA at its principal business address. PA may cancel this Agreement for any reason upon 30 days advance written notice to Affiliate.

6. I may not assign any rights or delegate my duties under the Agreement without the prior written consent of PA. Any attempt to transfer or assign the Agreement without the express written consent of PA renders the Agreement voidable at the option of PA and may result in termination of my business.

7. If I am in breach, default or violation of the Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.

8. PA, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents shall not be liable for, and I release PA from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release PA from all liability arising from or relating to: (a) my breach or any other breach of the Agreement; (b) the promotion or operation of PA by me or another participant and any activities related thereto (including but not limited to, the presentation of PA services or the PA Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.); (c) any incorrect data or information provided by me or another participant to PA; or (d) my failure or another participant’s failure to provide any information or data necessary for PA to operate its business. I agree to indemnify PA for any liability, damages, assigns, penalties, or other awards arising from any unauthorized conduct that I undertake in participating in PA.

9. For the purposes of the PA program, the following definitions apply: “Reps/members/affiliates/partners” are now known as “Reps/associates/partners” “Non reps” who have purchased product are now called “customers” People who have opted in to receive email, telemarketing, or direct mail are called “prospects” “Affiliates” are people who can earn money by driving traffic via CPM (cost per impression) , CPC (cost per click), or CPA (cost per acquisition) . Affiliates register and receive videos, banners, and links to put on their website and are paid a fee depending on what content they use and which method they subscribe to. “Vendors” are speakers, content providers, or event hosts that receive either share revenue, royalty, or licensing fees for participating with PA. ”Marketing partners” and “3rd party advertisers” are people or companies whose products are promoted either by PA or by renting PA lists.

10. The Agreement, in its current form and as amended by PA at its discretion, constitutes the entire contract between PA and myself. Any promises, representations, officers, or other communications not expressly set forth in the Agreement are of no force or effect.

11. Any waiver by PA of any breach of the Agreement must be in writing and signed by an authorized officer of PA. Waiver by PA of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach.

12. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect.

13. I verify that I am over the age of 18, and authorize PA to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.