This Agreement contains the terms and conditions that apply to a participant in the Cashflow Heaven Make Money While You Sleep affiliate program (the "Program"). As used in this agreement, "we"/"our/"us", means Cashflow Heaven and "you"/"your" means the "affiliate/applicant", "site" refers to a World Wide Web site.

 To begin the enrollment process, you will submit a complete Affiliate Application form. We will evaluate your application in good faith and will notify you of your acceptance or rejection, usually within 24 hours. (you can re-apply at any time). We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the Program. Unsuitable sites include, for example, sites that: promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promote illegal activities or violate intellectual property rights, or from applicants who we prefer not to be associated with

 We grant you a non-exclusive, revocable right to use our present banners and other such images for which we grant express permission, for the purpose of identifying your site as a program participant and linking to our site. You may not modify the banners or any of our images in any way without our express permission.

 We reserve all of our rights to our trade names and trademarks and all other intellectual property rights.

 SPAM (unsolicited email)

 We will not tolerate the sending of unsolicited bulk emails which promote, or make reference to cashflow Heaven, or any of its associated companies, Partners, or employees. Other prohibited forms of advertising include postings to non-commercial newsgroups 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 cancelled immediately and any and all outstanding commissions WILL BE FORFEITED.

 We will NOT revoke affiliate status to avoid payment of owed or future commissions.

 UNPROFESSIONAL CONDUCT

 Cashflow Heaven and its associated companies operate with the strictest codes of professional conduct. Any Affiliate who brings Cashflow Heaven or its associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their Affiliate status cancelled and any outstanding commissions WILL be forfeited.

 We reserve the right to reject any affiliate application if in our opinion, that person or company violates established laws or commonly held standards of decency.

 An affiliate who ignores warnings to cease and desist any activities we deem negligent, inappropriate, or harmful to Cashflow Heaven and or other affiliates will be terminated.

 ORDER PROCESSING

 We will be solely responsible for processing every order for our products. Customers will use our secure online ordering process. Order forms, payment processing, shipping, cancellations, returns, and related customer service are our responsibility.

 All of our rules, operating procedures and policies regarding customer orders and accounts will apply to orders we receive through special links on your site. We reserve the right to reject any order that does not comply with our rules, operating procedures and policies.

 Every customer who buys a product through this program is deemed to be a customer of ours. You do not have the authority to make or accept any offer on our behalf. All our policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers. We are not responsible for any representations made by you which contradict our policies.(See "Policies/Contact" link at bottom)

 ** You CAN order our products for your OWN PERSONAL USE through YOUR affiliate link! (This, in effect, gives you a 10% "discount"!)

 TRACKING OF SALES

 We will be solely responsible for tracking sales we make to customers who follow links from your website. We use AffiliateShop.

 Statements of your sales activity will be available to you in "realtime" with a special URL that we assign to you. Accessible 24 hours per day and 7 days per week. You may access these stats via a password and username we assign.

 Only two entities may access your stats and affiliate information. That would be you, and us Cashflow Heaven.

 LINKS

 We will provide you with a unique identifying URL for you to link to. Each sale or referral that is generated from this URL will be attributed to you. You will have access to your own private section to check your stats in Real Time. Your links to the unique URL can be text links or banner links, or a combination of the two, at your sole discretion. If you choose banner links, you must use our banners. We will provide you with a URL of all our banners, from which you can freely choose. You may add as many links to Cashflow Heaven, or remove such links, at anytime and without prior approval from us.

 ** Inactive affiliates will be removed from participation in the Program. Inactive means little or no "click-throughs" via your banner/text links, as monitored via our affiliate program administrative panel, for a period of sixty (60) days. And/or, non-placement of affiliate banners/text ads. We will contact you after thirty (30) days of "inactivity". Efforts will be made to help and encourage your participation in the Program.

 We will provide you with instructions on how to properly format the links. You are responsible for ensuring the links are formatted correctly. This will ensure accurate tracking of sales for credit to your account. Every effort will be made to ensure that our site is functional and available for customers referred to our site through your "affiliate link".

 We have NO responsibilities with regard to your site.  Cashflow Heaven shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program. In addition, Cashflow Heaven's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed total referral fees paid or payable to the affiliate under this agreement.

 COMMISSION AND PAYMENT

 We will pay you $10.00 per month for every month a customer referred by your "affilite link", through our banners or text links, subscribes to the Cashflow Heaven Silver package.

 Minimum amount for payment is ten dollars ($10) so you will receive a check for your very first referral and every referral thereafter.

 Payment will be made in the form of a bank check from Cashflow Heaven (MaxPatch Services), paid in US dollars. Checks will be mailed within ten days of the first of the month for the prior month's sales. For example, commissions for sales made during May will be sent out on or before the 10th of June.

 Payment will be made out to you and mailed, via U.S. postal mail, to the address you provide at sign-up. (you will be able to modify your address and contact info via your private affiliate area)

 Any "refunds" to a customer, referred through your "affiliate link", will be deducted from your "credited" commission/s. Charge backs, if any, will be deducted from your "credited" commissions.

 TERMS OF THE AGREEMENT

 The term of this agreement will begin upon our acceptance of your affiliate program application and your placement of our banner or textual link on your site and will end when terminated by either party. Either you or we may terminate this agreement at any time, by giving the other party written notice of termination. This will be in the form of "email". You can only earn referral fees on sales occurring during the term. We will never withhold any payment due. Payment of moneys owed you will be payable on the same schedule as stated above for commission payment. Upon termination of this agreement, the former Affiliate must remove all Affiliate links and graphics from its web site, and refrain from publishing same in any manner whatsoever.

 INCOME TAX LIABILITY

 You must understand and agree that you are acting as an independent contractor and as such will be responsible for your own Income Taxes and any other tax liabilities that affect the sales of our products in your state. By law, any commissions in excess of five-hundred ninety-nine ($599) dollars must be reported by us on a Federal Tax form (that's why we ask for your SSN-social security number on the sign-up page). You will be sent this form and are required to sign and return to us before any 'further payment' to you can or will be made.

 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 new agreement on our site. Any modifications will ALSO be notified, by email, to all participating affiliates. If any modification is unacceptable to you, you may terminate this agreement. Your continued participation in the program following notification of our new program will constitute binding acceptance of the change.

 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 written here.

 CONFLICTS AND DISPUTES

 As with any program, a conflict or dispute may occasionally arise due to tracking, orders, commission calculation, performance issues and appeals regarding "termination for cause". Below is outlined who to contact and how to handle any such situation.

 - If a concern should arise, send an email stating your full name, your affiliate ID, your address, and state the specifics of your concern. Include any dates or numbers that apply. We will investigate immediately and will reply as soon as possible.

 - Though we will be more than willing to settle the dispute in as fair a manner as possible we realize this situation may arise. In this case we will be open to mediation or arbitration to settle the matter.

 - We have NOT pre-selected a mediator or arbitrator. Should one be needed we will select a non-biased, third party moderator.

 CONTACT INFORMATION

E-mail:            affiliatesupport@cashflowheaven.com

Phone:            877-507-7878

Mail:                P.O. Box 554, Ashland, OR 97520

 PRIVACY POLICY

 It's pretty simple... We ONLY use the information you submit to maintain your account. That is, to make your commission payments and to communicate changes in OUR product offerings. We will NOT email you with any other company's products... period! We WILL notify you of new banners and or text links to facilitate promotion of [Your Company]. We Do Not Now nor Will We in the future, Sell, Rent or otherwise make your personal information available to anyone!

 This concludes the agreement. Thank you for taking the time to read it carefully. We look forward to working with you, our Valued Affiliates! By signing up for our Program, you are in effect, agreeing to the above "affiliate agreement".