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Overview

You can start your own business today by becoming a
KlikFire Independent Business Owner!

As a KlikFire Independent Business Owner (IBO) you save money
and you earn by helping others save!

KlikFire’s compensation plan provides ways to earn significant immediate,
living and retirement income. The compensation plan works for
people who want to build their own business without building
a team of people and professional builders.


“...a recession proof home based business...” “KlikFire is a recession proof home based business because its core foundation is built on saving people money! Who do you know that isn’t trying to save money in these tough economic times? If you could start a home based business and all you have to do is help people save money doing things they are already doing would you do it?”
Aaron Levine, COO Pinnacle Communications Int’l Inc.
Benefit #1 - Earn More on Shopping
  Member’s Earn IBO’s Earn
Personal Shopping Up to 30% Double the LCB
Level 1 Members 50% 100% LCB
Level 2 Members ZERO 50% LCB
Level 3 to Infinity ZERO 50% LCB

When you join KlikFire and become an IBO you license a GreenBackStreet Gateway. As a Gateway Licensee (GL) you earn more on your purchases and you earn on all purchases in your Gateway.


You (QGL or Higher) You Earn
Level 1 GLs 12% LCB on all purchases in L1 Gateways
Level 2 GLs 6% LCB  on all purchases in L2 Gateways
Level 3 GLs 6% LCB on all purchases in L3 Gateways
Level 4 GLs 6% LCB on all purchases in L4 Gateways

Plus you can earn Gateway Overrides as a Qualified Gateway Licensee (QGL).


You (ND) You Earn
Level 1 NDs 2% LCB on all organizational and gateway purchases
Level 2 NDs 2% LCB on all organizational and gateway purchases
Level 3 NDs 2% LCB on all organizational and gateway purchases

When you achieve the National Developer rank (ND) you earn ND Overrides.

Benefit #2 – IBOs Earn Building Income – Up to $200 per QGL

The commissions shown in this section represent bonuses paid when the generating IBO joined using the standard $350 application. Promotional bonuses apply to those that join under a promotional application.

You (QGL or Higher) You Earn
When your Level 1 IBOs Qualify $100

As a QGL you can earn Quick Start Bonuses when you introduce IBOs to KlikFire and help them qualify.


Your Organization You Developer (D) You Area Developer (AD) You Regional Developer (RD) You National Developer (ND)
Any Level GL to QGL $25 $25 $25 $25
Any Level GL to QGL No D $50 $25 $25
Any Level GL to QGL No D No AD $75 $25
Any Level GL to QGL No D No AD No RD $100

*As your rank increase you can earn Matching Bonuses.


Your Organization You Developer Earns You Area Developer Earns You Regional Developer Earns You National Developer Earns
L1 GL to QGL $125 $150 $175 $200

Matching Bonuses and Quick Start Bonuses combine on your first level!


GL to QGL Bronze
ND
Silver
ND
Gold
ND
Platinum
ND
In any of your Level 1 ND’s organization $20 $20 $20 $20
In any of your Level 2 ND’s organization X $15 $15 $15
In any of your Level 3 ND’s organization X X $10 $10
In any of your Level 4 ND’s organization X X X $5

Plus, National Developers earn Infinity Bonuses.

Benefit #3 – Earn Shares in Company Wide Bonus Pools
Pool Shopping IBO Qualifications Local Sales (Monthly) Local Sales (Annual)
Monthly 2% LCB $5 $1 $10
Annual 2% LCB $5 $1 $10

IBOs have the opportunity to participate in companywide revenue.

Bonus Pool Qualifications

Must be QGL and have $200 in gateway shopping volume for the month

+
20 New Activated Members OR 4 GLs that promote to QGLs

1 Share Monthly


Must be ND and have $120,000 in gateway shopping volume for the year

+
2500 New Activated Members OR 4 Distributors Promote to NDs

1 Share Annual

Benefit #4 – Local Sales – Up to $200/sale
Personal Sale $200*
When your Level 1 IBOs sell you earn $25*
When your Level 2 IBOs sell you earn $25*
When your Level 3 IBOs sell you earn $25*
When your Level 4 IBOs sell you earn $25*

Annual Sales

IBOs can earn up to $200 per sale on Local Subscription Sales.


Personal Sale $20*
When your Level 1 IBOs sell you earn $2*
When your Level 2 IBOs sell you earn $2*
When your Level 3 IBOs sell you earn $2*
When your Level 4 IBOs sell you earn $2*

Monthly Sales

What Can These Powerful Benefits Mean For You?

With KlikFire You Can...

With today’s economy in its current state, how can you afford not
to take control of your financial future and

Get Started Today!

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KlikFire

A Subsidiary of Pinnacle Communications International, Inc.

STATEMENT OF POLICIES

and

PROCEDURES

Revised July 2009

STATEMENT OF POLICIES and PROCEDURES

SECTION 1 - INTRODUCTION

1.1 - Policies and Compensation Plan Incorporated into Independent Business Owner Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of KlikFire, a subsidiary of Pinnacle Communications International, Inc. (hereafter “KlikFire” or the “Company”), are incorporated into, and form an integral part of, the KlikFire Independent Business Owner (“IBO”) Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Company Independent Business Owner Application and Agreement, these Policies and Procedures and the Company Marketing and Compensation Plan. These documents are incorporated by reference into the IBOAgreement (all in their current form and as amended by the Company). It is the responsibility of each Independent Business Owner to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures as updated and amended and published on the Company website. When enrolling a new IBO, it is the responsibility of the enrolling IBO to provide the most current version of these Policies and Procedures and the Company’s Compensation Plan to the applicant prior to his or her execution of the IBO Agreement.

1.2 - Purpose of Policies

KlikFire is a network marketing company that markets products and services through IBOs. It is important to understand that your success and the success of your fellow IBOs is dependent upon the integrity of the men and women who market our products and services. To clearly define the relationship that exists between IBOs and the Company, and to explicitly set a standard for acceptable business conduct, the Company has established the Agreement. The Company’s IBOs are required to comply with all of the Terms and Conditions set forth in the Agreement which the Company may amend at its sole discretion as it sees fit, as well as all federal, state, and local laws governing the Company business and conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this document carefully. It explains and governs the relationship between you, as an independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from your upline or the Company.

1.3 - Changes to the Agreement

Because federal, state, and local laws, as well as the business environment, periodically change, the Company reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the IBO Agreement, the IBO applicant agrees to abide by all amendments or modifications that the Company elects to make. Amendments shall be effective upon notice to all Independent Business Owners that the Agreement has been modified. Notification of amendments shall be published in official Company materials and on the Company website. The Company shall provide or make available to all IBOs a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) fax-on-demand; (4) voice mail system broadcast; (5) inclusion in Company periodicals; (6) inclusion in product orders or bonus checks; or (7) special mailings. The continuation of an IBOs KlikFire business or acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

1.4 - Delays

The Company shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, natural disasters, curtailment of a party’s source of supply, or government decrees or orders.

1.5 - Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.

1.6 - Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of the Company to exercise any right or power under the Agreement or to insist upon strict compliance by an IBO with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of the Company’s right to demand exact compliance with the Agreement. Waiver by the Company can be affected only in writing by an authorized officer of the Company. Company’s waiver of any particular breach by an Independent Business Owner shall not affect or impair Company’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Independent Business Owner. Nor shall any delay or omission by the Company to exercise any right arising from a breach affect or impair the Company’s rights as to that or any subsequent breach. The existence of any claim or cause of action of an Independent Business Owner against the Company shall not constitute a defense to the Company’s enforcement of any term or provision of the Agreement.

SECTION 2 - BECOMING AN INDEPENDENT BUSINESS OWNER

2.1 Requirements to Become an Independent Business Owner

To become an Independent Business Owner, each applicant must:

2.1.1 - Be of the age of majority in his/her state of residence usually over the age of 18 years;

2.1.3 - Have a valid Social Security or Federal Tax ID number;

2.1.5 – Electronically submit a completed IBO Application and Agreement to the Company by going online to a corporate-approved website to register; and the Company reserves the right to reject any applications for a new Independent Business Owner or applications for renewal.

2.2 – Policies Regarding Current Agents of Pinnacle Communications International

Agents who currently have a contract with Pinnacle are eligible to become an IBO for KlikFire, provided they meet the requirements set out in Section 2.1 above. Certain other restrictions may apply.

2.3 - No Product or Service Purchase Required

No person is required to sign up for third party services to become an IBO. However, each IBO should familiarize themselves with the Company products, services, sales techniques, sales aids, and other matters.

2.4 - New Independent Business Owner Registration

Prospective Independent Business Owners may submit an application online through their enroller’s KlikFire web site. Only electronically submitted applications will be accepted by the Company.

2.5 - Independent Business Owner Benefits

Once an IBO Application and Agreement have been accepted by the Company, the benefits of the Marketing and Compensation Plan and the IBO Agreement are available to the new IBO. These benefits include the right to:

2.5.1 - Sell Company products and services;

2.5.2 - Participate in the Company Marketing and Compensation Plan (receive bonuses and commissions, if eligible);

2.5.3 - Enroll other individuals as IBOs into the Company business and thereby, build a distribution team and progress through the KlikFire Marketing and Compensation Plan;

2.5.4 - Receive periodic Company literature and other Company communications;

2.5.5 - Participate in Company- sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and

2.5.6 - Participate in promotional and incentive contests and programs sponsored by the Company for its IBOs when available.

2.6 - Renewal of Your KlikFire Business

The term of the IBO Agreement is one year from the date of its acceptance by the Company. IBOs must renew their IBO Agreement each year by paying an annual renewal fee as determined by the Company on or before the anniversary date of their IBO Agreement. If the renewal fee is not paid within thirty (30) days after the expiration of the current term of the IBO Agreement, the IBO Agreement will be suspended. On the sixty-first (61) day, the IBO Agreement will automatically be terminated if the renewal fee is not paid. If after termination of an IBO Agreement due to failure to renew, the IBO may rejoin at the then current fees. If terminated less than six (6) months prior, the IBO must rejoin under their original enroller. During the suspension period for non-renewals, all commissions will be held, and paid out if the IBO renews before the date of termination. After termination, all commissions will be forfeited.

SECTION 3 - OPERATING A KLIKFIRE BUSINESS

3.1 - Adherence to the Company Compensation Plan

IBOs must adhere to the terms of the Company Compensation Plan as set forth in official Company literature. IBOs shall not offer the KlikFire income opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Company literature. IBOs shall not require or encourage other current or prospective Members or IBOs to participate in the Company in any manner that varies from the program as set forth in official Company literature. IBOs shall not require or encourage other current or prospective Members or IBOs to execute any agreement or contract other than official Company agreements and contracts in order to become a Company IBO. Similarly, IBOs shall not require or encourage other current or prospective Members or IBOs to make any purchase from, or payment to, any individual or other entity to participate in the KlikFire Compensation Plan other than those purchases or payments identified as recommended or required in official Company literature.

3.2 – Advertising

3.2.1 - General

All IBOs shall safeguard and promote the good reputation of the Company and its products. The marketing and promotion of Klikfire, the income opportunity, the Compensation Plan, and Company products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. To promote both the products and services, and the tremendous opportunity the Company offers, IBOs must use the sales aids and support materials produced by the Company and no others. The rationale behind this requirement is simple. The Company has carefully designed its products, product labels, Compensation Plan, and promotional materials to ensure that each aspect of the Company is fair, truthful, and substantiated. If IBOs were allowed to develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate any number of statutes or regulations affecting a KlikFire business is almost certain. These violations, although they may be relatively few, would jeopardize the KlikFire income opportunity for all IBOs. Materials, other than those provided by the Company, must have the prior approval of the Company’s marketing department.

3.2.2 - IBO Web Sites

If an IBO desires to utilize an Internet web page to promote his or her business, he or she may do so through the Company’s official web site, using official Company replicated websites (created and maintained by the Company), and only with the express written permission of the Company.

3.2.3 - Domain Names

IBOs may not use or attempt to register any of the Company’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name. This includes, but is not limited to the use of KlikFire, Pinnacle or GREENBACKSTREET.

3.2.4 - Trademarks and Copyrights

The Company will not allow the use of its trade names, trademarks, designs, or symbols by any person, including a Company IBO, without its prior, written permission. IBOs may not produce for sale or distribution any recorded Company events and speeches without written permission from Company nor may IBOs reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.

3.2.5 - Media and Media Inquiries

IBOs must not attempt to respond to media inquiries regarding the Company, its products or services, or their independent KlikFire business. All inquiries by any type of media must be immediately referred to Company’s Legal Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

3.2.6 - Spamming and Unsolicited Faxes

Except as provided in this section, IBOs may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or “spamming” as determined by the Can – Spam Act 2003 or use an automatic telephone dialing system relative to the operation of Company businesses. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers. The terms "unsolicited faxes" and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting Company, its products, its Compensation Plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the IBO has an established business or personal relationship. The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between a IBO and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such IBO; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

3.3 - Bonus Buying Prohibited

Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Independent Business Owner Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an IBO or Member; (c) the enrollment or attempted enrollment of non-existent individuals or entities as IBOs or Members (“phantoms”); (d) the use of a credit card by or on behalf of an IBO or Member when the IBO or Member is not the account holder of such credit card; (e) Purchasing Company merchandise or services on behalf of another IBO or Member, or under another IBO’s or Member’s I.D. number, to qualify for commissions or bonuses;

3.4 - Business Entities

A corporation, LLC, LLP, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a Company IBO by submitting its Certificate of Incorporation, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to the Company, along with a properly completed Business Entity Registration form. A KlikFire business may change its status under the same enroller from an individual to a partnership, corporation or trust, or from one type of entity to another. The Business Entity Registration form must be signed by all of the shareholders, partners or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to the Company.

3.5 - Changes to a KlikFire Business

3.5.1 - General

Each IBO must immediately notify the Company of all changes to the information contained on his or her IBO Application and Agreement. IBOs may modify their existing IBO Agreement (i.e., change Social Security number to number, or change the form of ownership from an individual proprietorship to a business entity owned by the IBO) by submitting a written request, a properly executed IBO Application and Agreement, and appropriate supporting documentation. There is a $25.00 fee for each change requested, which must be included with the written request. Company requests that these changes be limited to one per year.

3.5.2 - Addition of Co-Applicants

When adding a co-applicant (either an individual or a business entity) to an existing KlikFire business, the Company requires a written request as well as a properly completed IBO Application and Agreement containing the applicant and co-applicant’s Social Security Numbers and signatures. To prevent the circumvention of Section 3.22 (regarding transfers and assignments of a KlikFire business), the original applicant must remain as a party to the original IBO Application and Agreement. If the original IBO wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her KlikFire business in accordance with Section 3.22. If this process is not followed, the KlikFire business will be canceled upon the withdrawal of the original IBO. All bonus and commission checks will be sent to the address of record of the original IBO. Please note that the modifications permitted within the scope of this paragraph do not include a change of enrollership. Changes of enrollership are addressed in Section 3.5.3, below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed IBO Application and Agreement. Company may, at its discretion, require notarized documents before implementing any changes to a KlikFire business. Please allow thirty (30) days after the receipt of the request by Company for processing.

3.5.3 - Change of Enroller - Cancellation and Re-application

The only way an IBO may legitimately change organizations is by voluntarily canceling his or her KlikFire business and remaining inactive (i.e., no purchases of Company products for resale, no sales of Company products, no enrolling, no attendance at any Company functions, participation in any other form of IBO activity, or operation of any other KlikFire business) for six (6) full calendar months. Following the six month period of inactivity, the former IBO may reapply under a new enroller. If an IBO wishes to reapply before the six month period has expired, the former IBO must come back under their original enroller.

3.6 - Unauthorized Claims and Actions

3.6.1 - Indemnification

An IBO is fully responsible for all of his or her verbal and written statements made regarding Company products, services, and the Marketing and Compensation Plan which are not expressly contained in official Company materials. IBOs agree to indemnify the Company and the Company’s directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by the Company as a result of the IBO’s unauthorized representations or actions. This provision shall survive the termination of the IBO Agreement.

3.6.2 - Product Claims

No claims about Company products or services may be made except those contained in official Company literature.

3.6.3 - Income Claims Prohibited

In their enthusiasm to enroll prospective IBOs, some IBOs are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive because new IBOs may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. At KlikFire, we firmly believe that the Company income potential is great enough to be highly attractive, without reporting the earnings of others. Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While IBOs may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact the Company as well as the IBO making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because IBOs do not have the data necessary to comply with the legal requirements for making income claims, an IBO, when presenting or discussing the KlikFire income opportunity or Compensation Plan to a prospective IBO, may not make income projections, income claims, or disclose his or her KlikFire income (including the showing of checks, copies of checks, bank statements, or tax records).

3.7 - Trade Shows, Expositions and Other Sales Forums

IBOs may display and/or sell Company services at trade shows and professional expositions. Before submitting a deposit to the event promoter, IBOs must contact the Companies IBO Services department in writing for conditional approval, as the Company’s policy is to authorize only one KlikFire business per event. Final approval will be granted to the first IBO who submits an official advertisement of the event, a copy of the contract signed by both the IBO and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Legal Department. The Company further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services, or the KlikFire income opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image the Company wishes to portray.

3.8 - Conflicts of Interest

3.8.1 - Non-solicitation

Company IBOs are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”). However, during the term of this Agreement, IBOs may not recruit other KlikFire IBOs or Members for any other network marketing business. Following the cancellation of this Agreement for any reason and by either party, and for a period of six months thereafter, a former IBO may not recruit any KlikFire IBO or Member for another network marketing business if: 1) that IBO or Member was in the former IBO’s downline marketing organization; or 2) the former IBO met, developed a relationship with, or gained knowledge of the IBO or Member by virtue of their mutual participation in KlikFire. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another KlikFire IBO or Member to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the IBO’s actions are in response to an inquiry made by another IBO or Member. IBOs must not sell, or attempt to sell, any competing non-KlikFire products or services to KlikFire Members or IBOs. Any products or services in the same generic category as a KlikFire product or service is deemed to be competing (e.g., any telephone or internet service is in the same generic category as KlikFire’s products, and is therefore a competing product, regardless of differences in area coverage, cost, or method of delivery. IBOs may not display KlikFire products or services with any other products or services in a fashion that might in any way confuse or mislead a prospective Member or IBO into believing there is a relationship between the KlikFire and non-KlikFire products or services. IBOs may not offer the KlikFire income opportunity, products or services to prospective or existing Members or IBOs in conjunction with any non-KlikFire program, opportunity, product or service. IBOs may not offer any non-KlikFire income opportunity, products or services at any KlikFire-related meeting, seminar or convention, or immediately following such event.

3.8.2 - Downline Reports

Downline Reports are available for IBO access and viewing at the Company’s official web site. IBO access to their Downline Reports is password protected. All Downline Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to the Company. Downline reports are provided to IBOs in strictest confidence and are made available to IBOs for the sole purpose of assisting IBOs in working with their respective downline organizations in the development of their KlikFire business. IBOs should use their downline reports to assist, motivate, and train their downline IBOs. The IBO and Company agree that, where it not for this agreement of confidentiality and nondisclosure, the Company would not provide downline reports to the IBO. An IBO shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

3.8.2.1 - Directly or indirectly disclose any information contained in any downline report to any third party;

3.8.2.2 - Directly or indirectly disclose the password or other access code to his or her downline report;

3.8.2.3 - Use the information to compete with the Company or for any purpose other than promoting his or her KlikFire business;

3.8.2.4 - Recruit or solicit any IBO or Member of KlikFire listed on any report, or in any manner attempt to influence or induce any IBO or Member of KlikFire, to alter their business relationship with the Company; or

3.8.2.5 - Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any downline report. Upon demand by the Company, any current or former IBO will return the original and all copies of downline reports to the Company.

3.8.3 - Direct contact with any Company supplier is forbidden. All contacts with suppliers for any reason must be made through and by the Company. An IBO shall make no false or misleading statements concerning these relationships and understands that doing so may immediately jeopardize his/her status and relationship with the Company, and is grounds for immediate termination. Any IBO who contacts or contracts with any Company service provider and/or partner merchant for the purpose of providing products, programs or services directly to registered members, Members and/or independent contractors of the Company will be terminated from the Company immediately and forfeit any and all commission income and all rights thereto.

3.9 - Cross-Enrollering

Actual or attempted cross enrollering is strictly prohibited. “cross enrollering” is defined as the enrollment of an individual who or entity that already has a current Member or IBO Agreement on file with the Company, or who has had such an agreement within the preceding six calendar months, within a different line of enrollership. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy is prohibited. IBOs shall not demean, discredit or defame other Company IBOs in an attempt to entice another IBO to become part of the first IBO’s marketing organization. This policy shall not prohibit the transfer of a KlikFire business in accordance with Section 3.22.

3.10 - Errors or Questions

If an IBO has questions about or believes any errors have been made regarding commissions, bonuses, downline reports, or charges, the IBO must notify KlikFire’s IBO Support in writing within sixty (60) days of the date of the purported error or incident in question. The Company will not be responsible for any errors, omissions or problems not reported to the Company within sixty (60) days.

3.11 - Governmental Approval or Endorsement

Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, IBOs shall not represent or imply that KlikFire its, Compensation Plan, or its products have been "approved," “endorsed" or otherwise sanctioned by any government agency.

3.12 - Holding Applications or Orders

IBOs must not manipulate enrollments of new applicants and purchases of products. All IBO Applications and Agreements, and product orders must be sent to the Company immediately after they are enrolled by an IBO or placed by a Member, respectively. Only electronic submittal will be accepted and acknowledged by the Company.

3.13 - Identification

All IBOs are required to provide their Social Security Number or a Federal Employer Identification Number to the Company on the IBO Application and Agreement. Upon enrollment, the Company will provide a unique IBO Identification Number to the IBO by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.

3.14 - Income Taxes

Each IBO is responsible for paying local, state, and federal taxes on any income generated as an Independent IBO. If a KlikFire business is tax exempt, the Federal tax identification number must be provided to the Company. Every year, the Company will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who had earnings of over $600 in the previous calendar year.

3.15 - Independent Contractor Status

IBOs are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between the Company and its IBOs does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the IBO. IBOs shall not be treated as an employee for his or her services or for Federal or State tax purposes. All IBOs are responsible for paying local, state, and federal taxes due from all compensation earned as an IBO of the Company. The IBO has no authority (expressed or implied), to bind the Company to any obligation. Each IBO shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the IBO Agreement, these Policies and Procedures, and applicable laws. The name KlikFire and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of the Company. As such, these marks are of great value to the Company and are supplied to IBOs for their use only in an expressly authorized manner. Use of Company name on any item not produced by the Company is prohibited except as follows:

IBOs may list themselves as a “KlikFire Independent Marketing Independent Business Owner” in the white or yellow pages of the telephone directory under their own name. No IBO may place telephone directory display ads using the Company's name or logo. IBOs may not answer the telephone by saying “KlikFire”, or “Pinnacle”, or “GREENBACKSTREET” or in any other manner that would lead the caller to believe that he or she has reached corporate offices of the Company. No IBO may use KlikFire or any of the Company’s registered trademarks or logos in their personal e-mail addresses or web addresses.

3.16 - Insurance

You may wish to arrange insurance coverage for your business, as the Company does not provide property or liability insurance coverage for IBOs. Your current homeowner’s insurance policy may not cover business-related injuries or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present homeowner’s policy.

3.17 - International Marketing

Because of critical legal and tax considerations, the Company must limit the resale of Company products and services, and the presentation of the KlikFire business to prospective Members and IBOs located within the United States and U.S. Territories and those countries that Company has officially announced are open for business.

3.18 - Adherence to Laws and Ordinances

3.18.1 - Local Ordinances

Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to IBOs because of the nature of their business. However, IBOs must obey those laws that do apply to them. If a city or county official tells an IBO that an ordinance applies to him or her, the IBO shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of KlikFire. In most cases there are exceptions to the ordinance that may apply to Company IBOs.

3.18.2 - Compliance With Federal, State, Local Laws

IBOs shall comply with all federal, state, and local laws and regulations in the conduct of their businesses.

3.19 - Minors

A person who is recognized as a minor in his/her state of residence may not be a Company IBO. IBOs shall not enroll or recruit minors into the KlikFire program.

3.20 - One KlikFire Business Per IBO and Per Household

An IBO may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one KlikFire business. No individual may have, operate or receive compensation from more than one KlikFire business. Individuals of the same family unit may not enter into or have an interest in more than one KlikFire Business. A “family unit” is defined as spouses and dependent children living at or doing business at the same address. In order to maintain the integrity of the Company Compensation Plan, husbands and wives or common-law couples (collectively “spouses”) who wish to become KlikFire IBOs must be jointly enrolled as one KlikFire business. Spouses, regardless of whether one or both are signatories to the IBO Application and Agreement, may not own or operate any other KlikFire business, either individually or jointly, nor may they participate directly or indirectly (as a shareholder, partner, trustee, trust beneficiary, or any other legal or equitable ownership) in the ownership or management of another KlikFire business in any form. An exception to the one IBO per household rule will occur when a spouse wishes to build their own business and both are enrolled by the same enroller.An exception to the one KlikFire business per IBO rule will be considered on a case-by-case basis if two IBOs marry or in cases of an IBO receiving an interest in another KlikFire business through inheritance. Requests for exceptions to policy must be submitted in writing to the Legal Department.

3.20.1 - Actions of Household Members or Affiliated Individuals

If any member of an IBO’s immediate household engages in any activity which, if performed by the IBO, would violate any provision of the Agreement, such activity will be deemed a violation by the IBO and the Company may take disciplinary action pursuant to the statement of policies in the Policies and Procedures against the IBO. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively “affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and the Company may take disciplinary action against the entity.

3.21 - Sale, Transfer or Assignment of KlikFire Business

Although a KlikFire business is a privately owned, independently operated business, the sale, transfer or assignment of a KlikFire business is subject to certain limitations. If an IBO wishes to sell his or her KlikFire business, the following criteria must be met:

3.21.1 - Protection of the existing line of enrollership must always be maintained so that the KlikFire business continues to be operated in that line of enrollership.

3.21.2 - The buyer or transferee must be (or must become) a qualified Company IBO. If the buyer is an active Company IBO, he or she must first terminate his or her KlikFire business simultaneously with the purchase, transfer, assignment or acquisition of any interest in the new KlikFire business.

3.21.3 - Before the sale, transfer or assignment can be finalized and approved by the Company, any debt obligations the selling IBO has with the Company must be satisfied.

3.21.4 - The selling IBO must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a KlikFire business. Prior to selling a KlikFire business, the selling IBO must notify the Company’s Legal Department, in writing, of his or her intent to sell the KlikFire business. No changes in line of enrollership can result from the sale or transfer of a KlikFire business.

3.22 - Separation of a KlikFire Business

Company IBOs sometimes operate their KlikFire businesses as husband-wife partnerships, partnerships, LLCs, LLPs, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the KlikFire business is accomplished so as not to adversely affect the interests and income of other KlikFire businesses up or down the line of enrollership. If the separating parties fail to provide for the best interests of other IBOs and the Company, the Company will involuntarily terminate the IBO’s Agreement. During the pendency of a divorce or entity dissolution, the parties must adopt one of the following methods of operation:

3.22.1 - One of the parties may, with consent of the other(s), operate the KlikFire business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize the Company to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

3.22.2 - The parties may continue to operate the KlikFire business jointly on a “business-as-usual” basis, whereupon all compensation paid by the Company will be paid according to the status quo as it existed prior to the Company’s receipt of notice of the divorce or dissolution proceeding. This is the default procedure. Under no circumstances will the downline organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will the Company split commission and bonus checks between divorcing spouses or members of dissolving entities. The Company will recognize only one downline organization and will issue only one commission check per KlikFire business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of theKlikFire business, the IBO Agreement shall be involuntarily canceled. If a former spouse has completely relinquished all rights in their original KlikFire business, they are thereafter free to enroll under any enroller of their choosing. In such case, however, the former spouse or partner shall have no rights to any IBOs in their former organization or to any former retail Member. They must develop their new KlikFire business in the same manner as would any other new IBO. In the case of business entities, the former business associates who do not receive the KlikFire business must wait six calendar months from the date of the dissolution before reapplying.

3.23 - Stacking

“Stacking” is strictly prohibited. The term “stacking” includes: (a) providing financial assistance to new IBOs for the purpose of maximizing compensation pursuant to the Company’s Compensation Plan; (b) violating the one Klikfire business per household rule; and/or (c) enrolling fictitious individuals or entities into the Company compensation plan.

3.24 - Succession

Upon the death or incapacitation of an IBO, his or her KlikFire business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, an IBO should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a KlikFire business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased IBO’s marketing organization provided the following qualifications are met. The successor(s) must:

3.24.1 - Execute an IBO Agreement;

3.24.2 - Comply with terms and provisions of the Agreement; and

3.24.3 - Meet all of the qualifications for the deceased IBO’s status.

3.24.4 - Bonus and commission checks of a KlikFire business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide the Company with an “address of record” to which all bonus and commission checks will be sent;

3.24.5 - If the KlikFire business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer identification number. The Company will issue all bonus and commission checks and one 1099 to the business entity.

3.25 - Transfer Upon Death of an IBO

To effect a testamentary transfer of a KlikFire business, the successor must provide the following to the Company: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor’s right to the KlikFire business; and (3) a completed and executed IBO Agreement.

3.26 - Transfer Upon Incapacitation of an IBO

To effect a transfer of a KlikFire business because of incapacity, the successor must provide the following to the Company: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the KlikFire business; and (3) a completed IBO Agreement executed by the trustee.

3.27 - Telephone Solicitation and Cold Calling

IBOs agree that they shall not engage in telemarketing or cold calling in their KlikFire businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Company product or service, or to recruit them for the KlikFire income opportunity. For purposes of these Policies and Procedures, "cold calls" made to prospective Members or IBOs that promote either Company products or services or the KlikFire income opportunity constitute telemarketing. However, a telephone call(s) placed to a prospective Member or IBO (a "prospect") with whom an IBO has an established business relationship is not considered telemarketing and is permitted. An “established business relationship” is a relationship between an IBO and a prospect based on: (1) the prospect’s purchase, rental, or lease of goods or services from the IBO within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service; or (2) a financial transaction between the prospect and the IBO within the eighteen (18) months immediately preceding the date of such a call; or (3) the prospect’s inquiry or application regarding a product or service offered by the IBO, within the three (3) months immediately preceding the date of such a call. In addition, IBOs shall not use automatic telephone dialing systems relative to the operation of their KlikFire businesses. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.

SECTION 4 - RESPONSIBILITIES OF DISTRIBUTORS

4.1 - Change of Address or Telephone

To ensure timely delivery of products, support materials, and commission checks, it is critically important that the Company’s files are current. IBOs planning to move should send their new address and telephone numbers to the Company’s corporate offices to the attention of the IBO Services Department. To guarantee proper delivery, two weeks advance notice must be provided to the Company on all changes. Failure to report a change of address could cause a commission check(s) to be lost in the mail. In the event a check is lost, there is a 10-business day waiting period before the Company can place a stop payment on the check. A stop payment fee of $30 will be charged the IBO to have it re-issued. The Company is not responsible for any bank fees that the IBO may be charged from their bank if the IBO attempts to cash or deposit the original commission check(s).

4.2 - Continuing Development Obligations

4.2.1 - Ongoing Training

Any IBO who enrolls another IBO into the Company must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her KlikFire business. IBOs must have ongoing contact and communication with the IBOs in their downline organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline IBOs to Company meetings, training sessions, and other functions. Up line IBOs are also responsible to motivate and train new IBOs in Company product knowledge, effective sales techniques, the Company Compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline IBOs must not, however, violate Section 4.2 (regarding the development of IBO-produced sales aids and promotional materials). IBOs must monitor the IBOs in their downline organizations to ensure that downline IBOs do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every IBO should be able to provide documented evidence to the Company of his or her ongoing fulfillment of the responsibilities of an enroller.

4.2.2 - Increased Training Responsibilities

As IBOs progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the KlikFire program. They will be called upon to share this knowledge with lesser-experienced IBOs within their organization.

4.2.3 - Ongoing Sales Responsibilities

Regardless of their level of achievement, IBOs have an ongoing obligation to continue to personally promote sales through the generation of new Members and through servicing their existing Members.

4.3 - Non-disparagement

The Company wants to provide its IBOs with the best products, compensation plan, and services in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing and addressed to the Company’s Manager of the Network Marketing Business Development. E-mails may be addressed to support@KlikFire.com. Remember, to best serve you, we must hear from you! While the Company welcomes constructive input, negative comments and remarks made in the field by IBOs about the Company, its products, or compensation plan serve no purpose other than to sour the enthusiasm of other Company IBOs. For this reason, and to set the proper example for their downline, IBOs must not disparage, demean, or make negative remarks about the Company, other Company IBOs, Company’s products, the Compensation Plan, or Company’s directors, officers, or employees. In the event IBOs have contact with anyone at the Company for any reason, the Company expects full cooperation, and IBOs are not to use vulgar language, threaten or demean in any way, the Company ot its employees or IBOs. Doing so will be grounds for immediate termination.

4.4 - Providing Documentation to Applicants

IBOs must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are enrolling to become IBOs before the applicant signs an IBO Agreement. Additional copies of Policies and Procedures can be acquired from the Company, and the most current Policies and Procedures are available on Company’s website.

4.5 - Reporting Policy Violations

IBOs observing a Policy violation by another IBO should submit a written report of the violation directly to the attention of the Company’s Legal Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.

SECTION 5 - SALES REQUIREMENTS

5.1 - Product Sales

The Company Compensation Plan is based upon member acquisition for GREENBACKSTREET, member purchases on the GREENBACKSTREET gateway and the sale of Company products and/or services to end consumers. IBOs must fulfill personal and downline organization retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. The following requirements must be satisfied for IBOs to be considered active and remain eligible for commissions:

5.1.1 - IBOs must be current with their monthly gateway maintenance fee.

5.1.2 – Each IBO must personally, enroll and maintain five activated members in GREENBACKSTREET to be eligible to collect any commissions.

5.2 - No Exclusive Territories

There are no exclusive territories granted to anyone. No franchise fees are required.

SECTION 6 - BONUSES AND COMMISSIONS

6.1 - Bonus and Commission Qualifications

Commissions are paid to IBOs in good standing in accordance with the Company's current compensation plan. Commissions are based on GREENBACKSTREET member acquisition and the sales volume of products and services to members. The KlikFire Compensation Plan is the only compensation plan that the Company recognizes. KlikFire is solely responsible for paying all monies referred to in the compensation plan. An IBO must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as an IBO complies with the terms of the Agreement, The Company shall pay commissions to such IBO in accordance with the Compensation Plan. The minimum amount for which the Company will issue a check is $15.00. If an IBO’s bonuses and commissions do not equal or exceed $15.00 the Company will accrue the commissions and bonuses until they total $15.00. A check will be issued once $15.00 has been accrued. I understand that I must maintain the IBO Gateway Maintenance. I understand that failure to pay the Gateway Maintenance fee would result in cancellation of my IBO status with the Company. Commissions will be paid according to the schedule detailed in the KlikFire Compensation Plan.

6.2 - Adjustment to Bonuses and Commissions

6.2.1 – Purchase of KlikFire Merchandise

If an IBO places an order for Company merchandise, and the credit card used to pay for the merchandise is rejected, the Company will make one attempt either by telephone or email to obtain good payment information. If the Company is unable to obtain good payment information, 100% of the cost of the order plus shipping and handling will be withheld from the next commission check earned by the IBO. If the amount of the commission check is not enough to cover the entire order, the Company will continue to withhold from subsequent commission checks until the amount owed is paid in full.

6.2.2 – Other Deductions

If the IBO has signed up for any of the Company’s services, and fails to pay their monthly Company invoice by the due date set out on the invoice, the Company reserves the right to take all or whatever portion of their commission check and/or all or whatever portion of any refund due is necessary in order to pay that invoice even if the entire commission check does not fully cover the invoiced amount.

6.3 - Unclaimed Commissions and Credits

IBOs must deposit or cash commission and bonus checks within six months from their date of issuance. A check that remains un-cashed after six months will be void. After a check has been voided, the Company will attempt to notify an IBO who has an un-cashed check by sending a monthly written notice to his or her last known address identifying the amount of the check and advising that the IBO can request that the check be reissued. There shall be a $30.00 charge for reissuing a check. This charge shall be deducted from the balance owed to the IBO.

6.4 - Compression

If an IBO fails to qualify for a commission during any month, or if an IBO’s KlikFire business is cancelled for any reason, the commissions generated by the non-qualifying IBO and his/her Members will be compressed up to the next commission-qualified upline IBO.

6.5 - Reports

All information provided by the Company in online or telephonic downline reports, including but not limited to personal and group sales volume (or any part thereof), and downline enrolling activity is believed to be accurate and reliable. Nevertheless, due to various factors including the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; cancelled services; credit card and electronic check charge-backs; the information is not guaranteed by the Company or any persons creating or transmitting the information. ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, KLIKFIRE AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY DISTRIBUTOR OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF KLIKFIRE OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, KLIKFIRE OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

Access to and use of the Company’s online and telephone reporting services and your reliance upon such information is at your own risk. All such information is provided to you "as is". If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to the Company’s online and telephone reporting services and your reliance upon the information.

SECTION 7 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

7.1 - Disciplinary Sanctions

Violation of the Agreement, these Policies and Procedures, or any illegal, fraudulent, deceptive or unethical business conduct by an IBO may result, at the Company's discretion, in one or more of the following corrective measures:

7.1.1 - Issuance of a written warning or admonition;

7.1.2 - Require the IBO to take immediate corrective measures;

7.1.3 - Imposition of a fine, which may be withheld from bonus and commission checks;

7.1.4 - Loss of rights to one or more bonus and commission checks;

7.1.5 - The Company may withhold from an IBO all or part of the IBO’s bonuses and commissions during the period that the Company is investigating any conduct allegedly violative of the Agreement. If an IBO’s KlikFire business is canceled for disciplinary reasons, the IBO will not be entitled to recover any commissions withheld during the investigation period.

7.1.6 - Suspension of the individual’s IBO Agreement for one or more pay periods.

7.1.7 - Involuntary termination of the offender’s IBO Agreement;

7.1.8 - Any other measure expressly allowed within any provision of the Agreement or which the Company deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the IBO’s policy violation or contractual breach.

7.1.9 - In situations deemed appropriate by the Company, the Company may institute legal proceedings for monetary and/or equitable relief.

7.2 - Grievances and Complaints

When an IBO has a grievance or complaint with another IBO regarding any practice or conduct in relationship to their respective KlikFire businesses, the complaining IBO should first report the problem to his or her enroller who should review the matter and try to resolve it with the other party's upline enroller. If the matter cannot be resolved, it must be reported in writing to the Legal Department at the Company. The Legal Department will review the facts and attempt to resolve it.

SECTION 8 - PAYMENT AND SHIPPING

8.1 - Returned Checks

All checks returned by an IBO’s bank for insufficient funds will be re-submitted for payment. A $30.00 returned check fee will be charged to the account of the IBO. After receiving a returned check from a Member or an IBO, all future orders must be paid by, money order or cashier’s check. Any outstanding balance owed to the Company by an IBO for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks. An IBO fee that is paid by check that subsequently is insufficient, will cause the IBO to be suspended immediately. If after a two week period the insufficient check amount and the returned check fee set out above are not cured, the IBO will be terminated.

8.2 - Restrictions on Third Party Use of Credit Cards and Checking Account Access

IBOs shall not permit other IBOs or Members to use his or her credit card, or permit debits to their checking accounts, to enroll or to make purchases from the Company.

8.3 – Chargebacks on Credit Card Transactions

If an IBO pays his IBO fee with a credit card and subsequently charges back that amount, the IBO is no longer in good standing, and the Company will automatically terminate the IBO Agreement. There will be a $30.00 assessed for any chargeback.

8.4 – Check and EFT Processing Fee

IBO’a will have a fee of $3 per check or Electronic Funds Transfer (“EFT”), will be deducted from each commission checks.

SECTION 9 - INACTIVITY AND CANCELLATION

9.1 - Effect of Cancellation

So long as an IBO remains active and complies with the terms of the IBO Agreement and these Policies and Procedures, the Company shall pay commissions to such IBO in accordance with the Compensation Plan. An IBO’s bonuses and commissions constitute the entire consideration for the IBO's efforts in generating sales and all activities related to generating sales (including building a downline organization). Following an IBO’s non-renewal of his or her IBO Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her IBO Agreement (all of these methods are collectively referred to as “cancellation”), the former IBO shall have no right, title, claim or interest to the marketing organization which he or she operated, or any commission or bonus from the sales generated by the organization. An IBO whose KlikFire business is cancelled will permanently lose all rights as an IBO. This includes the right to sell Company products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the IBO’s former downline sales organization. In the event of cancellation, IBOs agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former downline organization. Following an IBO’s cancellation of his or her IBO Agreement, the former IBO shall not hold himself or herself out as a KlikFire IBO and shall not have the right to sell Company products or services. An IBO whose IBO Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

9.2 - Involuntary Cancellation

An IBO’s violation of any of the terms of the Agreement, including any amendments that may be made by the Company in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of his or her IBO Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, to the IBO’s last known address (or fax number), or to his/her attorney, or when the IBO receives actual notice of cancellation, whichever occurs first.

9.3 - Voluntary Cancellation

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. The written notice must include the IBO’s signature, printed name, address, and IBO I.D. Number.

9.4 - Non-renewal

An IBO may also voluntarily cancel his or her IBO Agreement by failing to renew the Agreement on its anniversary date. The Company may also elect not to renew an IBO's Agreement upon its anniversary date.

9.5 - Montana Residents

A Montana resident may cancel his or her IBO Agreement within 15 days from the date of enrollment is entitled to 100% refund of any consideration to participate.

9.6 – Buy Back Statutes & Refund Policy

The Company has designed its business model so that IBOs do not inventory products for resale. Therefore there will be no products subject to buy-back. If any sales aids of other items are deemed subject to the buy-back statutes of GA, LA, MA, MD, MT, OK, TX, PR or WY, the provisions of those statutes will be honored.

KlikFire has a six (6) day unconditional refund policy. Refund requests:

KlikFire Inc.
9116 Cypress Green Drive, Suite 116
Jacksonville, FL 32256

SECTION 10 - DEFINITIONS

Member
A person who has applied for and ACTIVATED their GREENBACKSTREET account.
Active IBO
An IBO who is in good standing.
Agreement
The contract between the Company and each IBO includes the IBO Application and Agreement, the KlikFire Policies and Procedures, the KlikFire Compensation Plan, and the Business Entity Form (where appropriate), all in their current form and as amended by the Company in its sole discretion. These documents are collectively referred to as the “Agreement.”
Cancel
The termination of an IBO’s KlikFire business. Cancellation may be either voluntary, involuntary, or through non-renewal.
Commissionable Products/Services
All Company products and services on which commissions and bonuses are paid. Sales aids are not commissionable products.
Company
The term “Company” as it is used throughout the Agreement means KlikFire
Compression
The process by which Gateway commissions are allocated to upline qualifying IBOs when the IBO who enrolled the Members does not qualify for a commission or has cancelled.
Downline Report
A monthly report generated by the Company that provides critical data relating to the identities of IBOs, sales information, and enrollment activity of each IBO’s marketing organization. This report contains confidential and trade secret information which is proprietary to the Company.
Downline Leg
Each one of the individuals enrolled immediately underneath an IBO and their respective marketing organizations represents one “leg” in you’re an IBO’s marketing organization.
Incapacitation
A person who is impaired by reason of mental illness, mental deficiency, physical illness or disability, advanced age, or drug or alcohol addition, to the extent of lacking sufficient understanding or capacity to make or communicate responsible decisions concerning his or her affairs; a person who is without legal power or ability to act; the existence of an impediment preventing action.
Immediate Household
Heads of household and dependent family members residing in the same house.
Company Literature
All material published by GREENBACKSTREET or KlikFire including, but not limited to, the Company website.
Marketing Organization
The IBOs enrollered below a particular IBO.
Official Company Material
Literature, audio or video tapes, and other materials developed, printed, published and distributed by Company to IBOs.
Rank
The “title” that a IBO has achieved pursuant to the Company Marketing and Compensation Plan.
Recruit
For purposes of Company’s Conflict of Interest Policy (Section 4.8), the term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another Company IBO, to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the IBO’s actions are in response to an inquiry made by another IBO or Member.
Enroller
An IBO who enrolls another IBO into the Company, and is listed as the enroller on the IBO Application and Agreement.
Suspended IBO
An IBO who, for reasons determined by the Company, is not eligible for commissions, nor can they sell the Company’s products for a pre-determined amount of time.
Terminated IBO
An IBO who can no longer received commissions or sell the Company’s products. Termination is either voluntary or involuntary.
Upline
The IBO or IBOs above a particular IBO in a enrollership line.
Local Listing Subscriber
A business who pays to be listed on the GREENBACKSTREET.com online shopping portal. The business would be able to post pictures, post coupons or special offers and have a Member Rating section as well as a map for directions. Local Advertisers would also be able to develop an additional income stream by giving their customers a free GREENBACKSTREET membership. Direct Commissions for this sale are paid to the Gateway License Holder and to 4 upline Gateway License Holders.
Cash Back
The amount of money paid to the purchaser. This can be expressed as a percent of total sale (less shipping, handling or sales tax) or a dollar amount. This amount is posted in the GREENBACKSTREET.com shopping portal by each vendor.
Referral Cash
The amount of money paid to the Member or to the Gateway License Holder when their Members get Cash Back. Gateway License Holders receive Referral Cash on an infinite number of Members in their Gateway.
Gateway License Holder or Gateway Licensee
One who has purchased a license to operate a GREENBACKSTREET Gateway. The Gateway is also classified as a “Business Center”.The Gateway License Holder is also known as an Independent Business Owner (IBO).
Gateway Shopping Volume
Total dollar amount of purchases exclusive of shipping charges and sales tax that are credited by the last day of each month in a Licensee’s Gateway. Gateway Volume includes purchases made by the Gateway License Holder or any Members in the Licensee’s Gateway.
Cash Back Volume
The dollar amount of Cash Back that is used to calculate Referral Cash and Gateway License Holder Overrides.
Gateway Overrides
When a Gateway License Holder enrolls another Gateway License Holder and meets certain requirements, they receive an override based on the Cash Back paid to Members in each Licensee’s Gateway down through 4 levels (their personally enrolled Gateway License Holders, the ones they enroll, the ones they enroll and the ones they enroll).
Application for Non-profits

Application for Non-profits

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IMPORTANT: If you already a member of GreenBackStreet, sign-in first.

License Costs
License Fee: Waived for non-profits.
Maintenance Fee: $29.95 charged monthly starting 9/8/2010.
Total charged today: $29.95
Contact Information

Enter the information that GreenBackStreet should use to contact the organization. The information used to send the organization Cash Back is covered later (Commission Information).

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(enter numbers only, auto-formats)

Organization Type

GreenBackStreet Preferences

Choose your Username carefully it becomes your GreenBackStreet gateway address. Example: http://www.greenbackstreet.com/username

(3 to 30 alphanumerics)

(6 to 14 alphanumerics)

Commission Information

Maintenance Fee Payment Information

The payment information provided below will be used for your organization’s monthly maintenance fees.

Credit Card Information

Back of card (front on amex)

Check Information

(where account was opened)

(enter numbers only, auto-formats)

This Fundraiser Application Agreement ("Agreement") is entered into by and between Pinnacle Communications International, Inc., a Florida corporation located at 9116 Cypress Green Drive, Jacksonville, Florida 32256 (hereinafter, "Pinnacle"), and the business entity applying for Fundraiser ("FR") status in the Pinnacle Fundraiser Program (hereinafter, "You"). You and Pinnacle are the "Parties" hereto.

PLEASE READ ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN BEFORE YOU CLICK "SUBMIT". BY CLICKING "SUBMIT" YOU: (I) REPRESENT AND WARRANT THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND HAVE REQUESTED ANY ADDITIONAL INFORMATION TO AID IN YOUR UNDERSTANDING OF THE SUBJECT MATTER HEREOF FROM PINNACLE; (II) HAVE SOUGHT THE ADVICE OF YOUR ATTORNEY OR HEREBY KNOWINGLY WAIVE SAME; AND (III) ARE EXECUTING THIS AGREEMENT AND APPLYING TO BECOME A FUNDRAISER OF PINNACLE. IF ACCEPTED BY PINNACLE AS A FR, YOU HEREBY AGREE TO EACH AND EVERY OF THE TERMS AND CONDITIONS SET FORTH HEREIN WITHOUT CONDITION. THIS AGREEMENT CONTAINS SUBSTANTIALLY LIMITED WARRANTIES AND LIMITATIONS OF LIABILITY IN SECTION 15, WHICH, IN ADDITION TO ALL OTHER TERMS HEREOF, MUST BE READ, UNDERSTOOD AND AGREED TO BY YOU.

DO NOT CLICK "SUBMIT" IF YOU DO NOT AGREE TO THE FOLLOWING:

Recitals

Pinnacle is the owner and operator of the Internet sites GreenBackStreet.com, GreenBackStreet.org, GreenBackStreet.biz, and GreenBackStreet.net here to referred to as ("GBS"). GBS is a system whereby, among other benefits, its registered members ("Members") receive cash back for shopping and referring others to shop on the Internet.

In addition to the aforementioned, Pinnacle provides co-branding opportunities for FRs whereby Pinnacle will set up, license, host and operate a co-branded website and such site that, in addition to displaying the trademarks of GBS and its retail partners, the trademark of the FR will be displayed (the "Co-Brand Site", as more fully described herein). As part and parcel of the services offered with a Co-Brand Site, Pinnacle provides design and hosting services as well as certain back-office and support (the "Co-Brand Services", as more fully described herein).

In addition to the Co-Brand Services, Pinnacle, from time to time, provides greater customization services in order to meet certain FR's more specialized demands under a program identified as "Powered By" Pinnacle. Such services, if desired may be obtained under separate agreement with Pinnacle. Contact a Pinnacle representative to learn more about the "Powered-By" Pinnacle services which are also available to FRs, but not offered herein.

For purposes of this document, co-branding is generally understood to be the act of identifying an entity or object, such as a Web site, by means of a mark, such as a service mark or trademark, or by any other legally recognized means, as being owned by, controlled by, produced by, or otherwise benefiting, more than one party. In the case of this Agreement the Co-Brand Site is to be owned, controlled, hosted and produced by Pinnacle for the benefit of both Pinnacle and You.

You desire to enter this Agreement to apply for FR status with Pinnacle in order to obtain a Co-Brand Site and to utilize the Co-Brand Services pursuant to the terms hereof. Although most applications for FR status are accepted by Pinnacle, You understand that Pinnacle, in its sole discretion, may deny this application for any reason or for no reason at all. As such, You should not rely on the provision of any services from Pinnacle prior to Pinnacle's affirmative acceptance of your application.

NOW THEREFORE, for the mutual covenants and promises set forth herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

1. Recitals. The Recitals set forth above are true and correct and are incorporated herein by this reference.

2. Term. Subject to the terms and conditions hereof, the initial term of this Agreement shall be for one (1) year (the "Initial Term"). Upon conclusion of the Initial Term, this Agreement shall automatically renew for an additional one (1) year period. The aforementioned additional one (1) year period shall similarly automatically renew upon its conclusion (each such period after the Initial Term is a "Renewal Period"). Each Renewal Period shall automatically renew at its conclusion unless a Party hereto gives notice of its intention not to renew ("Notice of Non-Renewal") pursuant to Subsection 3.4 below. The Initial Term and any subsequent Renewal Periods constitute the "Term" hereof. An automatic renewal fee may apply, please see EXHIBIT B.

3. Termination; Non-Renewal. This Agreement may be terminated or not renewed as follows:

3.1. Termination for Cause.

3.1.1. Termination of this Agreement for cause at the election of Pinnacle shall be available and effective upon notice to You, upon: (i) any material breach hereof by You (which includes failure to pay any amount that comes due hereunder, when due); (ii) Your gross negligence, willful misconduct, or failure to substantially perform the responsibilities hereunder; (iii) Your failure to reasonably cooperate, communicate or otherwise work with Pinnacle for the purposes hereof; or (iv) during the Term hereof, the commission by You (or any party under Your direction) of any unauthorized willful disclosure of any trade secret or confidential information of Pinnacle, or the commission of an intentional act which may be reasonably understood to be damaging to the goodwill of Pinnacle. Throughout this Agreement a variety of examples of material breach are described. Such examples are not exhaustive of all ways You may be in material breach hereof.

3.1.2. Termination of this Agreement for cause at the election of You shall be available upon any material breach hereof by Pinnacle, provided however, that Pinnacle shall have twenty (20) days to cure any material breach alleged by You in such notice.

3.1.3. Notice of termination for cause shall be given pursuant to Section 17 below, entitled "Notice." In addition, in the case of termination for cause, the terminating Party shall provide within such notice, the cause for termination, which shall include a description by the terminating Party of the material breach alleged to have occurred.

3.1.4. In the event You breach this Agreement in any way, or violate any published policies, You understand that Pinnacle may, at its discretion, either terminate this Agreement immediately without opportunity for cure, or, in our sole discretion we may write to You and demand that You cure such breach or violation within five (5) days or be subject to our termination hereof. Failure on Your part to cure such breach or violation in a timely manner and completely may result in termination this Agreement and of Your FR status by written notification from Pinnacle. In the event of such termination, You understand that we are no longer (effective upon termination) entitled to future earnings or commissions from Your business generation or purchases. You understand that You may, in our sole discretion, be reinstated only upon written request by You upon written reinstatement by Pinnacle, but if reinstated You shall then enter the Pinnacle program at entry level and are not entitled to any earnings or commissions except those generated and earned by You following the date of reinstatement.

3.2. Termination Without Cause. Either Party may terminate this Agreement for no cause upon thirty (30) days advance written notice to the non-termination Party. Such notice must be given pursuant to Section 17 below, entitled "Notice."

3.3. Effect of Termination.

3.3.1. Upon any effort to terminate this Agreement by You (whether for cause or not), such termination shall not be effective unless and until You have: (i) paid all amounts due hereunder; (ii) returned to Pinnacle any property in Your possession or control, including but not limited to proprietary or confidential information of Pinnacle; and (iii) provided Pinnacle written certification that You are in possession of no such property and that Pinnacle is not in breach of any material term hereof.

3.3.2. Upon termination of this Agreement (whether for cause or not), Pinnacle shall: (i) thereafter return to You any confidential or proprietary information in Pinnacle's possession; (ii) be entitled to shut down the Co-Brand Site on the effective date of termination; (iii) be entitled to utilize any or all Member Data (more fully described herein below) obtained through Your Co-Brand Site for any lawful purpose without requirement of consent by You.

3.3.3. No waiver of any right to terminate for cause shall be deemed to exist in the event of a Party's failure to terminate for cause upon the occurrence of any condition set forth in 3.1.1 or 3.1.2 above. In the event a Party grants a cure period in lieu of termination for cause (or, in the case of 3.1.2 a cure period is required), no waiver of the right to terminate for cause shall be deemed to exist for a subsequent similar condition or any other terminable condition if the non-terminating Party cures the condition. However, if no cure is rendered by the non-terminating Party by the end of the cure period, then termination for cause is preserved as to the condition specified in the notice in the terminating Party's discretion.

3.4. Non-Renewal. Either of the Parties may give notice of its election not to renew this Agreement prior to the conclusion of the Initial Term or any Renewal Period. The Notice of Non-Renewal shall be provided in writing by the non-renewing Party no less than thirty (30) days prior to the end of the Initial Term or any Renewal Period and must be given pursuant to Section 17 below, entitled "Notice." Upon expiration of the Initial Term or any Renewal Period upon non-renewal: (i) the Parties shall each return to one another any confidential or proprietary information in their possession; (ii) Pinnacle shall shut down the Co-Brand Site on the effective date of expiration; (iii) Pinnacle shall be entitled to utilize any or all Member data obtained through the Co-Brand Site for any lawful purpose without requirement of consent by You.

4. Commissions. Once accepted as a FR and are participating as such, You will be entitled to receive commissions during the Term hereof pursuant to an established Compensation Plan (the "FR Compensation Plan") which includes commissions from qualified purchases our Members make on the Cash Back Mall. Such commissions shall be due and payable directly to You only when (i) our received payment has cleared and (ii) we have issued our final authorization. In conducting Your business and earning commissions as a participant in the Pinnacle FR program, You agree to be bound by the FR Compensation Plan provided on the GBS Web site, as amended. If You have any question about the commission rates or any aspect set forth in the FR Compensation Plan, You will give notice of Your concern and request clarification. You further agree that in order to be eligible to receive commissions under the FR Compensation Plan You will make Yourself familiar with and abide by all Pinnacle or GBS policies, rules or guidelines posted on the GBS site or supplied to You via Electronic Mail notification. DETAILS OF THE FR COMPENSATION ARE AVAILABLE HERE: FR COMPENSATION PLAN, AND INCORPORATED HEREIN BY THIS REFERENCE.

4.1. During the Term hereof, Pinnacle will pay a monthly commission on the billing of an FR participant's personal service customers for as long as those customers utilize Pinnacle services, all in accordance with Pinnacle's current FR Compensation Plan. Commissions are based on the sales volume of Pinnacle products and services, and on the purchase price of qualified items (excluding tax and shipping, gift certificates and prescription medications, human and/or animal) paid to participating merchant stores in the Cash Back Mall, made by the FR participants and the subscribers. Payments will be made by company check from Pinnacle on the 15th of each month for purchases and services made between 60 and 90 days prior. Example: Payment from Pinnacle on December 15th would be for mall purchases and service commissions earned September 15th through October 15th of a given year, and so forth.

4.2. The link provided to the Pinnacle FR Compensation Plan is the only Compensation Plan utilized or recognized by Pinnacle.

4.3. Pinnacle is solely responsible for paying all monies referred to in the FR Compensation Plan.

4.4. Pinnacle reserves the right to amend this Agreement, its prices, Terms and Conditions, product and services offerings and availability, and the FR Compensation Plan, as it deems appropriate. Amendments are effective and binding on all FR participants as of the date of issuance or posting on an GBS site. As such, You understand and agree that Pinnacle, in its sole discretion, may amend this Agreement at any time. Your continued use of this site, participation as a FR or conduct of any other business with Pinnacle, indicates Your agreement and assent to all amendments hereof by Pinnacle, and that such amendments shall become a binding part of this Agreement

5. Marketing Authority. For the purposes hereof, once accepted as a FR, Pinnacle grants to You non-exclusive authority to distribute, market and sell the products and services of Pinnacle, its affiliates, partners, affiliate partners and subsidiaries, and to introduce other for-profit entities to the Pinnacle Fundraiser Program and non-profit organizations to the Pinnacle Fundraising Program to market and sell same to consumers throughout the United States and it territories.

6. FR Participant Responsibilities.

6.1. Primary Purpose. As a Pinnacle FR participant, You shall place primary emphasis upon signing up customers for Pinnacle's e-commerce (online shopping) and communications services. Failure to so act is a material breach hereof. The Company understands that we are responsible for managing and supporting FR members and participants sponsored into the program, and agrees to maintain monthly communication and support to those FR members and participants by way of any of the following, or combination thereof: personal contact, telephone communication, e-mail, written communication and or attendance at rallies or meetings.

6.2. Conduct of FR. FR participants will operate in a lawful, ethical and moral manner and will use their best efforts to promote the sale and use of the services and/or products offered by Pinnacle to the general public, pursuant to the terms hereof. Any conduct by You which: (i) is contrary to the best interest of Pinnacle, including, maligning or derogating Pinnacle or its business enterprise; (ii) which causes embarrassment, or financial loss of any kind to Pinnacle, including attorneys' fees or dispute resolution costs; or (iii) subjects Pinnacle to criticism or sanctions from any source, will be in material breach hereof and grounds for immediate termination upon written notification from Pinnacle. You may not sponsor Yourself in another FR position within GreenBackStreet. The use by You of bulk or unsolicited e-mail, (a/k/a "spam"), even if legal, is expressly prohibited. The use of spam by You in Your performance of this Agreement is a material breach hereof and grounds for immediate termination. You agree not to market services and/or products competitive to Pinnacle while it is a Pinnacle FR participant. As a FR, You must conduct Yourself under this Agreement consistent with public interest, and avoid all discourteous, deceptive, unlawful, unfair, misleading or unethical practices. You shall and are encouraged to keep reasonably accurate records and to conduct Yourself in a businesslike manner at all times. You shall abide by all federal, state, and local legal statutes governing the sale or solicitation of the products or service marketed by Pinnacle, including, but not limited to, professional licenses, occupational licenses, solicitation licenses, business licenses, merchant's licenses, or permits that may be required to perform under this Agreement.

6.3. Return of Items. You understand that resigning FR participants may return any materials bought from Pinnacle in reusable and resale condition at any time within 45 days of purchase and receive a 90% refund of the purchase price. Shipping costs for returned items shall be the responsibility of the FR participant. Payment will be made within 45 days of actual receipt of returned items. The terms and longer time periods of the buy-back laws of GA, LA, MA, MD, MT, OK, PR, TX and WY will be honored. Montana participants who cancel within 15 days are entitled to a 100% refund on materials of any consideration given to participate.

7. FR Participant Restrictions. Failure to comply with FR participant restrictions in this Section 7 is a material breach of this Agreement.

7.1. Separate FR Participation. You understand that a partnership, corporation, limited liability company, or similar entity may become a participant of the Pinnacle FR program. While a FR participant may enter the FR Compensation Plan in more than one position, no FR may sponsor it, nor any other partnership, corporation, limited liability company, or other entity owned or controlled directly or indirectly by the enrolled FR participant. If a FR participant chooses to have more than one position in the FR Compensation Plan, each position will separately earn commissions per the FR Compensation Plan. Pinnacle will credit purchases, earnings, and commissions to the sponsor of each individual position.

7.2. Certification Claims. You understand that no attorney general or other regulatory authority reviews, endorses, certifies or approves any product, service, Membership, benefit, compensation program or company presented on the GBS sites (or otherwise by Pinnacle), and You will make no such claim to any third party. In the event a question shall arise concerning legal compliance by Pinnacle, any inquiry shall be submitted in writing to Pinnacle for review by its legal department.

7.3. Earnings Claims. The FR participant will make no claims to any third party regarding potential income, earnings, products or services other than that which is stated in this Agreement which includes terms of the FR Compensation Plan.

7.4. Circumvention. Direct contact by You with any Pinnacle supplier is forbidden. All contacts with suppliers for any reason must be made through and by Pinnacle. A FR participant shall not make false or misleading statements concerning these relationships and understands that by doing so, Pinnacle may immediately exercise its Termination rights herein. Any FR participant who contacts or contracts with any Pinnacle service provider and/or partner merchant for the purpose of providing products, programs or services directly to registered Members, customers and/or other FR participants of Pinnacle will be in material breach hereof.

7.5. Slamming. Slamming includes the unauthorized switching of an individual's long distance service. A FR, who has a complaint initiated by a customer claiming to have been slammed, will be given ten (10) days to remedy such matter and notify Pinnacle of the results of the corrective action taken in the situation. If it is determined that the FR is guilty of slamming, a variety of penalties could result, including but not limited to, being charged the fine and handling charges Pinnacle incurs as a result of the complaint (including fees from government agencies and attorneys' fees and costs as set forth herein), paying the outstanding long distance bill of the slammed customer, immediate termination as a Pinnacle FR participant or all of the above. All such fees and costs shall be due and payable by You to Pinnacle upon notice thereof.

7.6. Non-Approved Training Materials. The sale or use of any sales or training materials not provided, produced or approved by Pinnacle to its Members is prohibited and is a material breach hereof.

7.7. Publicity Restriction. FR participants are strictly prohibited from representing Pinnacle in any public media and from using uncompensated media forms (including, but not limited to, news releases, articles and television, cable or radio talk show appearances) to promote or publicize Pinnacle or its products. Such a policy is necessary to ensure an accurate and consistent public image.

8. The Co-Brand Services. If You are accepted as a FR, the following services shall be provided by Pinnacle.

8.1. Development. You understand that the Co-Brand Site is based upon a template provided by Pinnacle. The Co-Brand Site has standard Co-Brand Site features which are set forth in Exhibit A hereto and amended from time to time in Pinnacle's reasonable discretion. The administrative password and username that You created when signing up for Your FR Account entitles You to edit and upload material in pre-defined areas made available to You through the Co-Branded Services. All programming of the Co-Brand Site shall be performed by Pinnacle, its employees, agents or designees.

8.2. Launch of Co-Brand Site. Upon submission of this application, subject to conditions herein, Your Co-Branded site will be automatically available to You for branding and customization. It is the sole responsibility of You as a FR Participant (through the use of the interfaces provided in the FR Account Center) to customize and brand the Co-Brand Site. UPON YOUR SUBMISSION OF THIS AGREEMENT AND ACCEPTANCE BY PINNACLE, PINNACLE SHALL LAUNCH THE CO-BRAND SITE AND THE DEVELOPMENT PHASE SHALL BE COMPLETED WITH NO FURTHER DEVELOPMENT OBLIGATIONS HEREUNDER BY PINNACLE.

8.3. Hosting. Pinnacle shall host or cause to be hosted, the Co-Brand Site. Pinnacle will take reasonable steps and make good faith efforts to prevent downtime, however no assurance of zero downtime is given or implied herein by Pinnacle. Pinnacle shall maintain a back-up of the Co-Brand Site in an effort to prevent catastrophic loss of the Co-Brand Site materials. Aside from hosting the Co-Brand Site with the standard Co-Brand Site features, Pinnacle shall have no duty to host any other site or materials, or store any digital data, on behalf of You or for Your benefit.

8.4. Tracking. Pinnacle may, in its discretion, implement tracking systems to determine any facts regarding incoming or outgoing traffic with respect to the Co-Brand Site. As reasonably requested by You, Pinnacle, while having no duty, may share such tracking data with You for marketing purposes during the Term hereof.

8.5. Ownership of Content and Website. As between Pinnacle and You, the Domain Name or URL address, any content given to Pinnacle by You under this Agreement or otherwise (with the exception of Your trademark licensed under Section 5), and all Member Data and site user data, shall at all times remain the property of Pinnacle. You shall have no rights in such Domain Name or URL address, content or Member Data or user data, other than the limited right to use such Domain Name or URL address and content for the purposes expressly set forth in this Agreement.

8.6. Training Services. Pinnacle will provide You online orientation, training materials, and the tools necessary to conduct the FR program ("Orientation").

9. Co-Branding. If accepted as a FR of Pinnacle, the following co-branding terms and conditions apply.

9.1. Provision of Material. You shall supply Your trademark in the form of a graphic file (".jpg" or ".gif") to Pinnacle, pursuant to its current specifications requirements for co-branding of the Co-Brand Site ("Your TM"). Once the Co-Brand Site is launched,

9.2. Brand Position. Pinnacle shall place GBS and Your TM artwork on as many or as few of the Co-Brand Site pages, as available. If You have Your own site(s) which You wish to link to the Co-Brand Site, You shall incorporate and utilize the GBS trademark artwork together with Your trademark artwork (as per Pinnacle specifications) and shall use reasonable and good faith efforts to accommodate the positioning and preferences of Pinnacle in Your placement of GBS trademark artwork as an active hyperlink from the Your site(s) to the Co-Brand Site.

9.3. Trademark Use and Linking License. You hereby grant to Pinnacle a non-exclusive, non-transferable trademark license to place Your logo on the Co-Brand Site for the purpose of co-branding as contemplated herein. Pinnacle and You hereby grant to each other a non-exclusive, non-transferable trademark license to place the other's logo, in text or graphic form as provided, on each other's Web site page(s) for the purpose of electronically hypertext linking to the other's site. The licenses granted herein shall apply only to the trademark of each Party that is specifically provided to the other Party for the purposes hereof. All use of any Party's trademark as permitted in this Agreement shall accrue to the benefit of the owner of such trademark, and the other Party shall acquire no right, title or interest in such trademark, other than the license granted herein. Each Party as owner of its marks shall retain sole exclusive rights and control over its trademarks, service marks and trade names. The licenses granted in this Subsection 9.3 are hereby revoked upon the effective date of any termination, non-renewal or expiration of this Agreement. If You do have your own Web site(s) and wish to link to the Co-Brand Site, You may provide hyperlink access to the Co-Brand Site through Your site(s). Provided however, no such hyperlink shall pull the Co-Brand Site into a frame within Your site or any other site, or otherwise cause the Co-Brand Site to be a subpart or insertion into Your site or any other site. All hyperlinks to the Co-Brand Site must be direct links to the Co-Brand Site causing it, in its entirety, to: (i) open in a new Web browser instance or a new tab (on a tabbed browser); or (ii) replace entirely the existing Web browser instance or tab (on a tabbed browser).

9.4. Banner or Cube Advertisements. If You and Pinnacle agree to provide each other with banner or cube advertising for posting on each other's Web sites. Any such advertising shall meet the memory, pixel size, and graphic requirements of the other and shall link to the URL designated by the submitting Party. The Parties may agree to pay one another for cross advertising as set forth in this Section 9.4. If so, the Parties hereby agree to establish such rates in writing and attach such writing hereto as the "Section 9.4 Addendum." Such rates may be based on cost per thousand ad impressions for each banner and cube ad, or any other methodology the Parties reasonably agree upon. Each Party, as an advertising Party, hereby licenses the use of its trademarks within the banner or cube advertising to the other Party, as an advertiser Party, for so long as such advertising is conducted by one Party with permission of the other. The trademark license shall be limited to the use set forth in any banner or cube advertising agreement between the Parties. Upon cancellation or termination of the banner or cube advertising agreement, the trademark license grated in this Subsection 9.4 shall be automatically revoked.

9.5. Prior Approval. With the exception of standard Co-Brand Site features, both Pinnacle and You shall submit to the other for approval, all content developed by each for the Co-Brand Site, hyper-linking, banner or cube advertising or other posting, prior to placement of such content on a website.

10. Fees. The Co-Brand Services provided herein are unified, proprietary and inseparable by Pinnacle, and Your payment, with no right to offset any amount set forth herein, is a condition precedent for Pinnacle's duties and obligations hereunder. Failure to timely pay any fee, in full, is a material breach of this Agreement is a material breach hereof.

10.1. Scope of Fees. Fees due hereunder for initial consultation, design, construction and hosting of the Co-Brand Site shall be as set forth on Exhibit B entitled "FR Site Fees," attached hereto. Payment of the FR Site Fees entitles You to the Co-Brand Services.

10.2. Payment of Fees. The Initial FR Site Fee (provided in Exhibit B) must be paid in full prior to launch of the Co-Brand Site. The Monthly FR Site Maintenance, Tracking and Limited Support Fee (provided in Exhibit B) is due any payable prior to each month during the Term hereof. The Annual Renewal Fee (provided in Exhibit B) is due and payable prior to the commencement of any Renewal Period. Each of the due dates described above is a "Fee Due Date." If You are a new FR with little or no credit history, a personal guaranty of payment or payment in advance of all or part of the FR Site Fees may, in Pinnacle's discretion, be required. Pinnacle, in its discretion, may charge interest of 1.5% per month, for each month after the Fee Due Date, in which the fee remains unpaid.

10.3. Additional Services. Upon launch of the Co-Brand Site, if You desire additional services for design or maintenance thereof, Pinnacle or its agents shall provide You such services, as available, at reasonable then-current rates. No other Pinnacle services shall be included in the Co-Brand Site Fees other than those set forth herein.

11. FR Participant Payments to Pinnacle.

11.1. Purchase of Additional Services. You are not required to subscribe to, or purchase, any of Pinnacle's additional services (such as the "Powered By" options) not provided hereunder in order to participate in the FR program. However, if You designate any third party service provider for services related to your activities as a BA, all costs for such services shall paid when due. If You become past due in paying any Pinnacle or third party service provider, including payments due hereunder, Pinnacle is entitled to retain any commissions earned by You until such payment is made and received, in full. Non-payment to Pinnacle is a material breach hereof and may result in Your terminated as a participant of the Pinnacle FR program.

11.2. No Refunds. No portion of the fees set forth in Exhibit B are refundable once the Co-Brand Site is launched, except where required by law.

11.3. No Set Off. You acknowledge and understand that Your obligation to pay charges incurred by You for any service available on Pinnacle's Shopping Mall cannot be offset or discounted for any reason.

11.4. Declined Payments. If any payment submitted for products, programs or services of Pinnacle should be declined for any reason, You must make good such declined payment by payment of the exact amount declined, within 3 business days, to Pinnacle. Failure to do so would constitute termination of my participation in the Pinnacle Fundraiser Program. You agree that failure to pay any amount when due from You to Pinnacle may result in termination for cause of Your FR status under this Agreement (resulting in the payment of commissions to You only as set forth in Section 4 above). In such event, You will be notified by Pinnacle that Your account has been "demoted" from FR to "Shopper" status. Upon Your subsequent payment of the amount due resulting in the demotion, Pinnacle in its sole discretion, may reinstate Your status as a FR.

11.5. Payment Method. All Fees due hereunder (provided on Exhibit B) may be paid by credit card, debit card, or online check.

12. Member Data. All data (including "organizational" data, and all data obtained directly, indirectly, or as a consequence of or referral to, Your Co-Brand Site) collected by the Co-Brand Site which constitutes personal, contact or other information of persons utilizing the Co-Brand Site is "Member Data" which is and shall at all times be property of Pinnacle. Member Data includes not only the information above, but all data on each Member's web traffic, web tracking, financial information, shopping habits and other traits, as obtained, which Pinnacle may lawfully collect and store. Pinnacle shall have no duty to share, report, provide, copy or otherwise distribute Member Data to You or any third party under this Agreement. Nothing herein shall be deemed or constitutes a license, transfer or other conveyance of any right in and to the Member Data from Pinnacle to You.

13. Membership Data Restrictions. For purposes of this Section 13, the following definitions apply: "Prospective Members" shall be those persons or entities which are identified on the records of Pinnacle as target Members or recruited Members of Pinnacle or GBS as of the date of termination or expiration hereof; "Competing Business" means any enterprise providing co-branded online shopping, online shopping or shopping discount services reasonably similar in nature to those of Pinnacle or GBS.

13.1. Adequate Consideration. You agree that the mutual covenants set forth herein shall be full and adequate consideration of all Membership Data Restrictions assumed and agreed to by You hereunder.

13.2. Agreement Not to Solicit Current Members or Prospective Members. During the term of this Agreement and for a period of twenty four (24) months after termination or expiration hereof, You shall not (except on behalf of or with the prior written consent of Pinnacle), either directly or indirectly, on Your own behalf or on behalf of others: (i) solicit, divert, appropriate to or accept on behalf of a competing business, any Current Member of Pinnacle or GBS, or (ii) attempt to solicit, divert, appropriate to or accept on behalf of a Competing Business, any business from any Prospective Member of Pinnacle or GBS Current Members.

13.3. Agreement Not to Distribute Member Data and to Return All Member Data Obtained. You acknowledge and agree that Member Data is the sole property of Pinnacle and that nothing herein confers any right upon You to own or possess any Member Data, or to distribute, share, copy, disseminate or otherwise deliver any Member Data to any third party for any purpose. While it is not the purpose of this Agreement to provide any Member Data to You, if You come into possession of same, You shall immediately give notice to Pinnacle of Your receipt of such Member Data, which notice shall include how such Member Data was received and the subject Member Data. You shall not copy or otherwise reproduce in any way such received Member Data and shall immediately return same to Pinnacle without demand.

14. Intellectual Property; Trade Secrets and Confidential Information.

14.1. Intellectual Property. Except for the limited trademark license provided by You to Pinnacle under Subsection 9.3 above, all computer code, graphics, applications, applets, routines, or other materials of any kind which are utilized to create and maintain the Co-Brand Site are and shall remain the sole property of Pinnacle. Further, all information or data obtained by the Co-Brand Site (or any other site of Pinnacle) including but not limited to Member data of all types, traffic data, tracking data, payment data, and the like, are property of Pinnacle. Nothing herein is intended or shall serve to transfer any intellectual property rights to You from Pinnacle, and nothing herein is intended or shall serve as a waiver of any right of Pinnacle under laws protecting its intellectual property, such as but not limited to state or federal copyright, trademark, service mark, trade dress or patent laws. Upon any termination, non-renewal or expiration of this Agreement, You shall immediately return all materials in its possession, including but not limited to promotional items, manuals, graphics, confidential information or other materials related to the purposes of this Agreement, to Pinnacle at its offices in Jacksonville, Florida, and certify in writing that You are not in possession of any such materials upon their return to Pinnacle.

14.2. Trade Secrets and Confidential Information. You may be exposed to and receive information relating to the confidential affairs of Pinnacle or its affiliates (such as GBS), including, but not limited to, information relating to Pinnacle inventions, licensed patents and patents pending, copyrighted materials, trademarks and service marks; business, product and marketing plans; client and employee lists; pricing and cost information; competitive data; financing; expansion plans; business policies and practices; and other information considered by Pinnacle or any of its affiliates to be confidential and in the nature of trade secrets. You agree that during the Term and thereafter, You will keep such information confidential, not use such information for Your benefit or the benefit of any person or entity other than Pinnacle, not disclose such information to any third person or entity without the prior written consent of Pinnacle, and will not take or fail to take any action which will cause the confidential information to lose its confidential nature or cease to qualify as confidential information. This confidentiality covenant shall not apply to any knowledge or information that: (i) is or becomes available to others, other than as a result of a breach by You of any confidentiality obligation to Pinnacle; (ii) was available to You on a non-confidential basis prior to its disclosure to You; or (iii) becomes available to You on a non-confidential basis from a third party who is not bound by any confidentiality obligation to Pinnacle. This confidentiality covenant has no temporal, geographical or territorial restriction.

14.3. Non-Competition. You understand and agree that Subsection 14.2 prohibits You from exploitation of information which is confidential in nature or trade secrets of Pinnacle and GBS. You further agree that during the term of this Agreement and for a period of twenty four (24) months thereafter, You shall not directly or indirectly, either for Your own account, or as a partner, shareholder, officer, director, employee, agent or otherwise; own, manage, operate, control, be employed by, participate in, consult with, perform services for, or otherwise be connected with any business conducting business in the same as or similar to the business conducted by Pinnacle or GBS. In the event any of the provisions of this Subsection 14.3 are determined to be invalid by reason of their scope or duration, this Subsection 14.3 shall be deemed modified to the extent required to cure the invalidity. In the event of a breach, or a threatened breach, of this Subsection 14.3, Pinnacle shall be entitled to obtain an injunction restraining the commitments or continuance of the breach, as well as any other legal or equitable remedies permitted by law.

14.4. Injunctive Relief. Pinnacle shall be entitled to injunctive relief to enforce the provisions of Subsections 14.1, 14.2 and 14.3. You agree that Pinnacle's services are unique, that Pinnacle's intellectual property, trade secrets and confidential information, all as described in Subsections 14.1 and 14.2 above are valuable and legitimate business interests of Pinnacle and that Pinnacle will likely suffer irreparable harm in the event of any breach by You. You further agree that monetary damages in such event would be difficult to ascertain but would be substantial and inadequate to compensate Pinnacle. Consequently, Pinnacle shall be entitled, in addition to such monetary relief as may be recoverable by law, to such injunctive or other relief as may be necessary to restrain any threatened, continuing or further breach by You, without showing or proving actual damage sustained by Pinnacle and without posting a bond.

15. WARRANTY LIMITATIONS AND DISCLAIMERS; PROHIBITION OF UNLAWFUL USE; LIMITATION OF LIABILITY.

15.1. WARRANTY LIMITATIONS. PINNACLE MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE CO-BRAND SITE. THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR FIRM ARE VOID. YOU AGREE THAT YOU HAVE NOT RELIED UPON ANY STATEMENTS OR REPRSENTATIONS BY ANY THIRD PARTIES IN YOUR SELECTION OF PINNACLE AS PROVIDER OF THE CO-BRAND SITE OR AS AN INDUCEMENT TO APPLY FOR FR STATUS AND ENTER THIS AGREEMENT.

15.2. NO UNLAWFUL USE. YOU AGREE NOT TO USE, ADVERTISE OR PROMOTE THE CO-BRAND SITE IN ANY UNLAWFUL WAY OR WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR.

15.3. LIMITATION OF LIABILITY. YOU ASSUME ALL RISK AS TO THE SELECTION, USE, PERFORMANCE, FITNESS, REVENUE GENERATION AND QUALITY OF THE CO-BRAND SITE. IN NO EVENT WILL PINNACLE, ITS OFFICERS AND EMPLOYEES, OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE CO-BRAND SITE BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR INABILITY TO USE, OR DOWNTIME, OF THE CO-BRAND SITE, EVEN IF PINNACLE OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PINNACLE OR SUCH OTHER PARTY'S LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR ANY OTHER PARTY EXCEED ACTUAL DAMAGES OR $100.00, WHICHEVER IS LESS.

16. Relationship of the Parties. The Parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party. As such, You are not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of Pinnacle. Personnel supplied by Pinnacle shall work exclusively for Pinnacle and shall not, for any purpose, be considered employees or agents of You. Your employees and any personnel You may supply to contribute to the Co-Brand Site Development or in Your performance of this Agreement shall work exclusively for You solely at Your expense and shall not, for any purpose, be considered employees or agents of Pinnacle. You shall be responsible for all costs associated with Your performance under this Agreement. You may work on your own schedule, at your own location and by any lawful means not otherwise prohibited under this Agreement or any other agreement You may enter with Pinnacle. Unless required by law or court order, Pinnacle will not withhold any amount of state or federal tax, social security, FICA or other withholding from payments made to You and You are solely responsible for such withholdings. You will not receive any of the employment benefits that Pinnacle employees receive.

17. Notice.

REGARDLESS OF WHETHER THIS SECTION 17 IS SPECIFICALLY REFERENCED, ALL NOTICES REQUIRED FROM EACH PARTY TO THE OTHER UNDER THIS AGREEMENT SHALL BE GIVEN PURSUANT TO THIS SECTION, IN WRITING, AND SHALL BE DEEMED TO BE GIVEN WHEN SENT VIA ELECTRONIC MAIL AS FOLLOWS:

IF TO PINNACLE, TO: CUSTOMERSERVICE@PINNACLEMAIL.COM.

IF TO YOU, TO THE ELECTRONIC MAIL ADDRESS SUPPLIED BY YOU IN THIS, YOUR APPLICATION FOR FR STATUS.

IN THE EVENT A NOTIFYING PARTY DISCOVERS THE FAILURE OF ELECTRONIC MAIL, SUCH PARTY MAY, BUT HAS NO DUTY, TO ATTEMPT TO NOTIFY THE OTHER PARTY VIA ANY LAND DELIVERY, VOICE OR FACSIMILE COMMUNICATION (ALTERNATE NOTICE). IN THE EVENT ALTERNATE NOTICE IS ACTUALLY RECEIVED BY THE OTHER PARTY, IT SHALL BE DEEMED VALID WHEN RECEIVED.

18. Miscellaneous.

18.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it has the requisite corporate or other authority to enter into and perform this Agreement; (ii) this Agreement constitutes a legally binding obligation, enforceable in accordance with its terms; (iii) its execution and performance under this Agreement shall not breach any agreements or violate any third party's rights and shall not violate any judgment, writ, injunction, or order of any court, arbitrator or governmental agency; and (iv) no content provided, nor any element thereof, shall infringe the copyright, trademark, patent or trade secret rights of any third party or be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments.

18.2. Indemnification. You shall indemnify and hold harmless Pinnacle, its officers, directors, employees, other FR clients, Fundraiser clients, sublicensees, subsidiaries, affiliated entities, contractors and agents, from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) which result from a breach or alleged breach of any representation or warranty (a "Claim") set forth in Subsection 18.1 of this Agreement and for any breach by You of this Agreement, provided that Pinnacle gives You notice of any such Claim and You have the right to participate in the defense of any such Claim at Your expense. From the date of written notice of any such Claim, Pinnacle shall have the right to withhold from any payments due under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for obligations under this Section. All costs incurred by Pinnacle in defense of any Claim protected by the indemnification shall be immediately due and payable by You upon demand by Pinnacle. The amount of any costs and claims subject to indemnification hereunder shall accrue with interest of 1.5% per month if unpaid upon demand.

18.3. Attorneys' Fees and Costs. If any amount due hereunder (including but not limited to amounts due which are FR Site Fees or for indemnification under Subsection 18.2) is sent to a collections agency, attorney or becomes the subject of litigation, You are liable for the payments due, interest charges, the costs and expenses of collections, and attorneys' fees and costs (including those incurred in any litigation). In the event of any dispute between the Parties which results in litigation, arbitration or the filing of any lawsuit, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, including through any appeals.

18.4. Governing Law; Arbitration; Jurisdiction; Venue. This Agreement shall be governed by the laws of the State of Florida without regard to any conflict of laws provisions or principles. In the event of a dispute between the Parties arising from this Agreement which the Parties cannot themselves resolve, the Parties shall first attempt in good faith to mediate the dispute (at each Party's own expense) in-person with a certified Circuit Civil Mediator in Duval County, Florida, as a condition precedent to the filing of any arbitration action or lawsuit. Upon: (i) the failure of the non-aggrieved Party to mediate; or (ii) the failure of the mediation to result in a mutually agreeable outcome, the aggrieved Party may commence to file an arbitration action with respect to claims raised in mediation (or in the aggrieved Party's notice of intent to mediate, in the event the non-aggrieved Party refuses to mediate) and may bring any reasonably related claims thereto, all without restriction on compulsory counter-claims the non-aggrieved Party may be entitled to bring. The Parties irrevocably and unconditionally submit to the jurisdiction of the State of Florida. The exclusive venue for any mediation and/or arbitration arising hereunder shall be within Jacksonville, Duval County, Florida, and in no other location. Each of the Parties hereby waives all objections to mediation and arbitration and to the jurisdiction and venue provisions set forth herein, including those jurisdiction or venue objections based on inconvenience of forum. The parties agree that no lawsuit in any court may be brought to enforce terms hereof and failing mediation, disputes shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur in Jacksonville, Florida. Louisiana FR participants may choose Louisiana law and may arbitrate in New Orleans. In any arbitration, the arbitrator may award, in addition to declaratory relief, preliminary and permanent injunctive relief and compensatory damages, and shall award reasonable attorneys' fees and costs to the prevailing party. The decision of the arbitrator will be entitled to enforcement in any court of competent jurisdiction. Notwithstanding anything above to the contrary, this provision shall not be construed so as to prohibit Pinnacle from obtaining preliminary and/or permanent injunctive relief in any court of competent jurisdiction as set forth in Section 14 above

18.5. Assignment. Either of the Parties may assign this Agreement upon the prior written consent of the other Party which consent may be reasonably withheld at the non-assigning Party's discretion. Notwithstanding, Pinnacle may freely assign this Agreement to a successor in interest who purchases or through change in control owns greater than fifty percent of the assets or equity of Pinnacle and agrees in writing to be bound by the terms and conditions herein.

18.6. Severance. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law.

18.7. Modification. This Agreement may be modified as set forth in Section 4.4 above, or in a written modification signed by both Pinnacle and You.

18.8. No Third Party Beneficiaries. Pinnacle and You do not intend that this Agreement benefit any third party. No person or entity not a Party to this Agreement shall have any rights hereunder nor shall this Agreement be construed to benefit any third-party.

18.9. No Representations of Regulatory Approval. You understand and agree that no attorney general or other regulatory authority has reviewed, endorsed, or approved any product, services, membership, compensation program or company associated with Pinnacle or an GBS website. You agree that You will make no such claim to any third party. In the event a question shall arise concerning legal compliance of Pinnacle in this respect, You agree to promptly submit such inquiry to Pinnacle, in writing.

18.10. Entire Agreement. This Agreement, together with the electronic form "FR Application," all Exhibits, and the Pinnacle or GBS policies, rules or guidelines posted on the GBS site or supplied to you via Electronic Mail, as amended, are hereby incorporated herein, and constitute the entire agreement between the Parties related to the subject matter hereof, and supersede any prior oral or written representations, understandings or agreements pertaining to the subject matter hereof.


EXHIBIT A

CO-BRAND SITE STANDARD FEATURES & OPTIONS

Standard Co-Brand Features:
  1. Your Logo Placement in upper left or as banner across top of Co-Brand Site home page.
  2. Standard merchant exclusion for those merchants You do not desire for Your consumers to have available (applies to first level consumers signing in through Your Co-Brand Site only).
  3. Cash Back paid via PayPal or paper check via U.S. Mail.
  4. Color Scheme Customization
  5. Home Page Endorsement Paragraph

EXHIBIT B

FR SITE FEES

Initial FR Site Fee: $fr_application_fee$
Monthly FR Site Maintenance, Tracking and Limited Support Fee: $fr_monthly_fee$
Annual Renewal Fee: $fr_annual_renewal_fee$

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