Cosmodex™ Money Making Affiliate Agreement

A PARTICIPANT IN THIS NETWORK MARKETING PLAN HAS A RIGHT TO CANCEL AT ANY TIME, REGARDLESS OF REASON. CANCELLATION MUST BE SUBMITTED IN WRITING TO THE COMPANY AT ITS PRINCIPAL BUSINESS ADDRESS:

TERMS AND CONDITIONS

1. My sponsor has informed me that pursuant to the Cosmodex™ 100% retail sales policy, no fee or purchase is required or is a means by which to become a commissionable Cosmodex™ Affiliate.

2. I am of legal age in the state of my residency. I agree that I am an independent contractor, responsible for determining my own business activities without direction or control by the company, without control or direction by Cosmodex™, and not an agent or employee of Cosmodex™. I am responsible for the payment of all federal and state self-employment taxes and any other tax required under any federal, state or regulatory taxing agency.

3. I agree that as a Cosmodex™ Affiliate, I shall place primary emphasis upon the obtaining of customers who are not Affiliates.

4. In presenting Cosmodex™ Affiliate position to prospects, I agree that such presentations shall be according to the following format:

In each presentation of the Affiliate position, the prospect shall be directly informed that no fee or purchase is required become a Cosmodex™ Affiliate.

5. In order to maintain a viable Marketing Program and to comply with changes in federal, state or local laws in economic conditions, Cosmodex™ may provide Policies and Procedures for Affiliates from time to time, as well as to modify its Affiliate Compensation Program. Such Policies and Procedures and Compensation Plan modifications, and all changes thereto, shall become a binding part of this Agreement upon publication on the official Cosmodex™ Internet website.

6. I understand that no attorney general or other regulatory authority ever reviews, endorses or approves any product, compensation program or company, and I will make no such claim to others.

7. I understand that my Affiliate position can be inherited or bequeathed, but cannot be transferred or assigned during my lifetime without written consent of the Company which consent will not be unreasonably withheld.

8. This Agreement shall be deemed in effect upon its receipt and acceptance by Cosmodex™ at its Home Offices, Burbank, California.

9. I will not promote my Affiliate business nor use the Company name, or trade names, logos, sales materials, trademarks or service marks of Cosmodex™ except in materials provided by the Company or approved in writing by Cosmodex™ prior to their use by me.

10. The following sales practices are prohibited: Use of automated phone dialing machine; the sending of unsolicited e-mail messages (spam). Phone solicitations of persons on any state or federal do not call list.

11. I am responsible for supervising and supporting Affiliates I sponsor into the program and in my commissionable downline. I agree to maintain monthly communication and support to those Affiliates in my commissionable downline by way of any of the following, or combination thereof: Personal contact, telephone communication, written or e-mailed communication, and attendance at Affiliate meetings.

12. Cosmodex™ provides the following fulfillment to its Affiliates: Calculation and payment of Affiliate commissions. Commissions are payable to Distributors according to the Compensation Plan which is incorporated herein by reference. Cosmodex™ may in its discretion require an annual renewal fee.

13. I will not make false, misleading or dispar statements about Cosmodex™ membership or Affiliate position. Display of commission checks, the making of income projections and the use of income testimonials to prospective Affiliates is prohibited.

14. Affiliates in the same household or business shall have the same sponsor. Change of original sponsor is not permitted. Member lists and data are owned by Company and may never be used for any commercial purpose without prior written consent of Company.

15. This agreement is governed by the laws of California. The parties agree that any claim, dispute or other difference between them shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur at Burbank, California. Louisiana Affiliates arbitrate at New Orleans, Louisiana.

16. Affiliates may return literature and sales aids purchased from Cosmodex™ in resalable condition and cancel services purchases at any time within thirty days of purchase and receive 90% refund. Services purchases cancelled after 30 days will be refunded prorata according to term of use prior to cancellation. Shipping costs for returned items shall be borne by distributor. Payment will be made within thirty days of actual receipt of returned items. The Company will honor sales aids and services refund policies provided by any state or federal law applicable to Affiliate. (New Mexico and Montana one year; Georgia no time limitation; Wyoming as to purchases made within year prior to termination date). Purchases delivered electronically are not subject to refund once delivered to or accessed by Affiliate as such purchases are not capable of being returned to the Company.

17. Affiliate agrees to present the COSMODEX™ Compensation Plan and COSMODEX™ products and services as set forth at the official COSMODEX™ Website. Affiliate will make no claims regarding potential income, earnings, products, or services beyond what is stated at the official COSMODEX™ Website. Affiliate further agrees not to reproduce commission checks or distribute commission checks in any form or by any means.

18. Affiliate agrees to provide COSMODEX™ with a valid e-mail address upon registration. Affiliate understands that the use of an autoresponder e-mail address is prohibited.

19. Although the COSMODEX™ Affiliate Program is not limited to the United States of America, all payments will be made in U.S. dollars. Affiliate commissions shall normally be paid by company check or PayPal at our discretion and sent out monthly for the previous month's sales. To cover COSMODEX™ processing costs of Affiliate commission check, COSMODEX™ will deduct $2 (two dollars) from each commission check. If a sale is canceled or refunded, the related commission will be deducted from a subsequent payment. The minimum commission check that will be sent out is $50 minus $2.00 processing fee.

20. Affiliates wishing to change cancel the Membership must officially opt out of the COSMODEX™ Affiliate Program. All personally sponsored affiliates and previous relationships with other COSMODEX™ affiliates and members will be voided at this time. You may rejoin COSMODEX™ in any time thereafter.

21. Affiliate will be issued an "Affiliate Link," a unique URL which allows COSMODEX™ to identify visitors from Affiliate site as originating from Affiliate. These visitors are tracked with this unique URL and sales are recorded with the appropriate Affiliate ID. To receive commissions, Affiliate must use the provided Affiliate Link. The URL may be in various forms such as a banner, image, pop under, or text link.

22. Affiliate is solely responsible for ensuring that their Affiliate Link is set up properly to qualify for commissions.

23. To protect COSMODEX™ customer privacy, if deemed necessary, COSMODEX™ reserves the right to withhold identifying customer contact information from Affiliate.

24. COSMODEX™ reserves all rights in or to its trademarks and service marks but may be used by Affiliate in accordance with this agreement. Affiliate may in no way display a COSMODEX™ logo, image, or trademark which may be distasteful, defame, or misrepresent.

25. Affiliate may not assign rights or delegate duties under this Agreement without the prior written consent of COSMODEX™. Upon request COSMODEX™ will provide Affiliate with guidelines for the sale, transfer or assignment of Affiliates COSMODEX™ business.

Cosmodex™ Member Agreement

The following are the terms and conditions of participating in the Cosmodex™ Membership Program. "Member" refers to yourself, and "COSMODEX" refers to us, Cosmodex™, a division of Ultra American Retailing Corp., a California Corporation.

COSMODEX™ reserves the right to amend this agreement as needed from time to time, and Member agrees that any such amendment will apply to Member. The continuation of Member status or Member's acceptance of income or bonuses shall constitute Member's acceptance of any and all amendments.

1. Member agrees that a COSMODEX™ Member is an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of COSMODEX™. Member further agrees not to incur any debt, expense, obligation on behalf of, for, or in the name of COSMODEX™.

2. Member must be of the age of majority in his/her state or country.

3. All Member applications are subject to approval by COSMODEX™.

4. Member agrees to receive COSMODEX™ e-mail, including but not restricted to sales reports, training, newsletters, plus messages from Member's Team Leader and/or Group Leader or Newsletter writer.

5. The commissions do not include software products being offered at the COSMODEX™ web site. Members will not be paid on PCSecurityShield.com products.

6. Member agrees not to disparage COSMODEX, other COSMODEX™ Members, COSMODEX™ products, the COSMODEX™ compensation plan, COSMODEX™ employees or COSMODEX™ Independent Contractors. Member understands that disparagement may result in the immediate suspension or termination of Member account with a cancellation of any pending and future commissions.

7. Member agrees that registering new Members through automated machine entry, manual entry, or multi-income qualifying your Members without their approval or with the primary intent to advance in rank, is strictly forbidden and is grounds for suspension or termination of your account.

8. Member agrees to not utilize SPAM in promoting COSMODEX™. This action may result in the immediate suspension or termination of Member account with a cancellation of any pending commissions. Member will also be in violation of the COSMODEX™ Member Agreement and subject to legal action and be held liable for any financial loss incurred by COSMODEX™. Any service interruptions to COSMODEX™ as a result of Members spamming will be billed to Member at $2,000 U.S. dollars per hour until service is restored.

For the purpose of this agreement SPAM is defined as e-mailing ANYONE, in bulk or by single mailing, about COSMODEX™, who has not specifically requested the information directly from Member. The ONLY exceptions to this are:

A. Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Member's behalf AND you do not advertise a COSMODEX™ URL. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate SPAM complaints against Member resulting in suspension or termination.

B. You may include information on COSMODEX™ in e-mail Acknowledgement Messages for orders and inquiries that you receive so long as it is stated upfront that you will be sending them an acknowledgement.

COSMODEX™ also considers ANY type of advertisement about COSMODEX™ posted to a Newsgroup or Chat Room to be SPAM. Violators may be fined at $50 U.S. dollars per incident.

9. Member may not use their knowledge of, or association with other Members other than those personally sponsored to further any business undertaking other than COSMODEX™.

10. COSMODEX™ is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish service.

11. COSMODEX™ will make every reasonable effort to track and pay commissions for all sales that apply to Member. However, COSMODEX™ is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service. Member understands that Member tracking can never be 100% accurate and COSMODEX™ is not responsible for inaccuracies that might occur beyond its control. Tracking of Member sales depend on several factors, technical and otherwise, which are out of the control of COSMODEX™. It is the goal of COSMODEX™ to make Member tracking as accurate as possible, however, COSMODEX™ cannot guarantee 100% tracking for situations beyond its control.


The Better Business Bureau allows only COSMODEX™ to reference our membership with the BBB. Hence, mention of COSMODEX's affiliation with the BBB in any way is not allowed. You, as an individual, can apply to become a member of your local BBB chapter. If accepted as a member, you would be able to promote that fact. But again, under no circumstances are you allowed to reference COSMODEX's affiliation with the BBB.

12. Member shall follow COSMODEX™ advertising guidelines and agrees not to misrepresent COSMODEX™ products or services. Member agrees to use only COSMODEX™-approved ads. Member further understands that prohibited sites for advertising COSMODEX™ products or services include: Sites that promote sexually explicit material or violence; sites that promote discrimination based on race, sex, religion, national origin, or physical disability; sites that promote illegal activities.

13. COSMODEX™ shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or program, even if COSMODEX™ has been advised of the possibility of such damages. COSMODEX™ aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total commissions paid or payable by COSMODEX™ under this agreement.

14. Member agrees not to present others' creative works--in full or in part--as his or her own nor engage in violation of copywriten agreements for any reason. Such violations could result in suspension or termination of membership.

15. COSMODEX™ makes no warranties expressed or implied with regard to Member Program except as outlined in this Agreement.

16. Both COSMODEX™ and the Member reserve the right to terminate this agreement at any time. The term of this Agreement shall be for a period of one year from the date hereof and shall automatically renew upon each anniversary, without further act of the parties, unless either party has terminated this Agreement by written notice to the other. If terminated, outstanding commissions at time of termination shall be paid in the next payment so long as the terms of this agreement were not violated by the Member. Payment of the final commission payment to the Member may be withheld for a reasonable time in order to ensure that the correct amount is paid.

17. In the event that a provision of this 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.

18. This agreement will be governed by and construed in accordance with the laws of the State of California, unless the laws of the state in which Member resides expressly require the application of its laws. This agreement is further governed by and construed in accordance with the laws of the United States of America.

DISCLAIMER:

COSMODEX™ hereby disclaims all express and implied warranties for all products, goods or services, including the implied warranties of MERCHANTABILITY and FITNESS FOR A PARTICULAR PURPOSE. All products, goods or services are provided AS IS with respect to COSMODEX™. Any warranty or other remedy offered by the original manufacturer or party offering any services, if any, is offered only by such entity and not by COSMODEX™.

COSMODEX™ obligations and your remedies hereunder are solely and exclusively as described and limited herein. COSMODEX's liability, whether based on contract, tort, warranty, strict liability, or other theory, shall not exceed the price of the individual unit of goods, products or services whose alleged defect or damage is the basis of the claim. In no event shall COSMODEX™ be liable for any loss of profits, loss of use, or other indirect, incidental, or consequential damage.

COSMODEX's display of any products, goods or services offered by or originating from a party other than COSMODEX™ are not intended nor offered as information or data comprising any claim or representation as to such products, goods or services by COSMODEX™. Any ultimate purchase of any product, goods or services from COSMODEX™ is made subject to the law of the State of California, which substantive law shall control the relationship of the parties.

ARBITRATION:

Any controversy, dispute or claim between COSMODEX™ and any other party arising out of/or involving any COSMODEX™ business relationship shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the Procedures of the American Arbitration Association. This arbitration agreement does not cause waiver or modification of either party's right to legal proceedings in a court residing in the same judicial jurisdiction as stated herein, to enforce any unpaid monetary debts by either party, as awarded by the arbitrator following Binding Arbitration. The parties agree to such venue as the forum of choice of the parties.

The arbitrator shall apply California substantive and procedural law to the proceeding. The demand for arbitration must be in writing and must be made by the aggrieved party within ninety (90) days of the event giving rise to the demand. The arbitration shall take place in Los Angeles, California.