Network Market Compensation Terms - Registration Agreement

1. INTRODUCTION. You ("Registrant") submit this registration agreement ("Registration Agreement") to SkyGuard Security, LLC, a Pennsylvania limited liability company ("SkyGuard"), for the purpose of applying for service(s) provided by SkyGuard. If SkyGuard, in its sole discretion, accepts Registrant's application for SkyGuard's service(s), Registrant agrees to be bound by the terms of this Registration Agreement, and SkyGuard's terms of privacy and website use and other published guidelines that may be updated from time to time (together, the "Terms of Use"), all of which are incorporated herein and made a part of this Registration Agreement by reference. The acceptance of this Registration Agreement and the performance of SkyGuard's service(s) will occur at SkyGuard's offices in Harleysville, Pennsylvania.

2. MARKETING COMMISSION. SkyGuard agrees to pay registrant a commission for the products and services sold as a result of those referred by the registrant or those referred within their multi-level genealogy. Registrant agrees that to earn commissions they must refer prospects to their affiliate marketing website URL in order to obtain credit. This website URL can be found from within their members area at www.skyguard360.com and can be verified by searching for the registrants own "affiliate/member ID number" embedded within the website URL itself. When referring others to this website URL SkyGuard will attempt to place a "cookie" on the prospect's computer in order to track their activity and properly credit sales commissions. However, SkyGuard is not responsible and liable for any non-tracked lost commissions due to the prospect's computer refusing to accept or retain cookies throughout the sales process for any reason. SkyGuard is also not responsible for lost sales and commissions during any possible downtime of the www.skyguard360.com website. All tracked sales will result in commissions being paid out according to the following structure.

a) Initial Product Sales: Initial product sales refer to the $249.97 paid up-front in order to join and become a member of SkyGuard and receive a security product for this purchase. Registrant agrees that according to the SkyGuard compensation plan, every fourth and eighth sale directly made by the registrant is passed up to the person who referred the registrant to SkyGuard. Passed up refers to the process of that sale actually becoming the ownership of the registrant's direct referrer. Therefore that person becoming the owner of the sale now earns the up-front and recurring commissions from that sale. SkyGuard reserves the right to change the pass-up structure at any time, meaning that SkyGuard may at its sole distraction decide to make sales two and four pass-up sales rather than sales four and eight. As long as a sale is not qualified as a pass-up sale and is therefore being kept as the ownership of registrant or the ownership of someone from within their multi-level genealogy, then the following payment structure will be paid. (1) Tier 1 or Level 1 (this being all sales directly referred by registrant) will earn the registrant $40 in commission. (2) Tier 2 or Level 2 (this being all sales directly referred by the direct referrals of the registrant) will earn the registrant $30 in commission. (3) Tier 3 or Level 3 (this being all sales directly referred by the direct referrals of the direct referrals of registrant) will earn the registrant $10 in commissions. (4) Tier 4 or Level 4 (this being all sales directly referred by the direct referrals of the direct referrals of the direct referrals of the registrant) will earn the registrant $10 in commissions. This commission payout structure covers the total available commission payout upon the initial product sale. SkyGuard reserves the right to change this structure at any time. At its sole distraction, SkyGuard may decide to add more or less commission levels and/or change the payout amount on each level.

b) Recurring Service Sales: Recurring service sales refers to the $29.97 paid each month by any active member of SkyGuard in order to receive home monitoring and identity theft protection and remain a participant of the SkyGuard commission plan. Recurring commissions on these sales are paid only upon successful billings. If any customer fails to bill no commissions will be paid. In accordance with each successful rebilling the following commission structure will be paid. (1) Tier 1 or Level 1 (this being all sales directly referred by registrant) will earn the registrant $6 in commission. (2) Tier 2 or Level 2 (this being all sales directly referred by the direct referrals of the registrant) will earn the registrant $3 in commission. (3) Tier 3 or Level 3 (this being all sales directly referred by the direct referrals of the direct referrals of registrant) will earn the registrant $3 in commissions. (4) Tier 4 or Level 4 (this being all sales directly referred by the direct referrals of the direct referrals of the direct referrals of the registrant) will earn the registrant $3 in commissions. This commission payout structure covers the total available commission payout available upon the recurring service sales. SkyGuard reserves the right to change this structure at any time. At its sole distraction SkyGuard may decide to add more or less commission levels and/or change the payout amount on each level.

Reserve Account: In order to cover the losses incurred by SkyGuard for refunds or chargeback's, SkyGuard will maintain a reserve account for the registrant in the amount of 10% of all commissions earned and will hold these funds for a period of 12 weeks. After these 12 weeks have passed the amounts held in reserve that have not been used to cover refunds or chargeback's will be sent to the registrant as part of regular commissions. SkyGuard reserves the right to change the terms of this reserve account at any time or increase the amount and length of this reserve for a particular registrant based upon the history of the sales they refer.

Refunds: Refunds are given in accordance with SkyGuard's refund policy, and if a refund is given to a customer or a chargeback occurs on an order after which a commission was already paid out on that customer;s order, SkyGuard will deduct the earned commission amount from the registrant's reserve account. If this is not entirely covered by the reserve account, the amount will also deduct against future commissions earned. SkyGuard reserves the right to pursue registrant for the return of any earned commissions that were lost by SkyGuard due to refunds or chargebacks and were not covered by a reserve or future commissions. SkyGuard will allow a period of two months for future commissions to cover any losses not covered by the reserve before SkyGuard may pursue registrant for the return of commissions paid.

Payout Time Frame: SkyGuard will pay all commissions on a weekly basis. A week is considered to be from Monday to Sunday. All commissions earned during a week will be paid out two weeks following the close of that week. SkyGuard will strive to keep the payout day consistent but registrant understands that for a variety of reasons this may not be able to be accomplished and will therefore vary. SkyGuard reserves the right to change the payout time frame and frequency at any time and for any reason.

Payout Charge: Registrant agrees that SkyGuard will deduct a $1 service fee from their due commissions for processing of a commission payment. SkyGuard reserves the right to adjust this fee should costs for processing of commission payments change.

3. MODIFICATIONS TO AGREEMENT. Registrant agrees that, during the term of this Agreement, SkyGuard may, in its sole discretion, revise the Agreement (including these Terms of Service, the SkyGuard Privacy Policy, and SkyGuard's Terms of Use and other published guidelines that may be updated from time to time) at any time. SkyGuard agrees to post any such revised Agreement on the Documentation page, which can be accessed from within your account, and such revised Agreement will be binding and effective immediately upon the earlier of (1) its posting or (2) upon notification to Registrant by e-mail or United States mail to the then current address provided by Registrant. Registrant agrees to review the SkyGuard Web site (including the current version of the Agreement) periodically to be aware of any such revisions. If Registrant does not agree with any revision to the Agreement, Registrant may terminate this Registration Agreement at any time by logging into their account and using the subscription cancellation feature. Notice of Registrant's termination will be effective on receipt and processing by SkyGuard. SkyGuard shall not be obligated to refund any fees paid by Registrant if Registrant terminates this Agreement. Registrant agrees that Registrant's continued use of SkyGuard's service(s) after any revision to this Agreement becomes effective constitutes Registrant's acceptance of such revisions or changes, and Registrant agrees to abide by and be bound by any such revisions or changes. No employee, contractor, agent or representative of SkyGuard is authorized to alter or amend the terms and conditions of this Agreement.

4. AGENTS. Registrant agrees that if this Registration Agreement is completed by an agent for Registrant, such as an internet service provider, administrative contact/agent, employee or other representative of Registrant (each an "Agent"), Registrant is nonetheless bound as a principal by all terms and conditions herein. Registrant agrees that by continuing to use the services of SkyGuard, Registrant shall be deemed to have ratified any unauthorized actions of Registrant's Agent. In addition, Registrant is responsible for any errors made by Registrant's Agent. SkyGuard shall not be obligated to refund any fees paid by Registrant or Registrant's Agent for any reason.

5. INDEPENDENT CONTRACTOR. Each party under this Registration Agreement is an independent contractor and is not an employee or agent of the other. Nothing in this Registration Agreement is intended to imply or create a joint venture, partnership or principal-agent relationship between Registrant and SkyGuard. Subject to the foregoing, Registrant hereby agrees to abide at all times by the established business policies, rules and regulations of SkyGuard and to strictly adhere to the laws, rules and regulations of any governmental entity. Neither party shall have authority to bind the other by any promise or representation.

6. LIMITATION OF LIABILITY. Registrant agrees that SkyGuard shall have no liability to Registrant for any and all loss Registrant may incur resulting from or in connection with, but not limited to: (1) SkyGuard's processing of this Registration Agreement; (2) access delays or access interruptions; (3) data non-delivery; (4) lost Marketing Commissions due to failure of SkyGuard's website; (5) acts of nature; (6) errors, omissions or misstatements in any and all information or services provided under this Registration Agreement; (7) deletion or failure to store e-mail messages; (8) the development or interruption of SkyGuard's Web site; or (9) any action or omission of a third party with whom Registrant enters into an agreement as a result of any promotion, advertisement or sponsorship related to, or in connection with, any service(s) of WebSite. Registrant agrees that its sole and exclusive remedy with respect to services provided pursuant to this Registration Agreement and/or for any breach of this Registration Agreement shall be limited to the lesser of (1) the amount Registrant paid for such services or (2) Fifty United States Dollars (US$50). Furthermore, SkyGuard and its contractors and affiliates shall not be liable for any direct, indirect, incidental, special or consequential damages, or for any loss of revenue, profits or data, arising in connection with this Registration Agreement. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, SkyGuard's liability is limited to the extent permitted by applicable law.

7. INDEMNITY. Registrant agrees to release, indemnify, and hold SkyGuard, and SkyGuard's contractors, agents, employees, officers, directors, shareholders, affiliates and assigns harmless from and against all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising in connection with Registrant's use of the services provided by SkyGuard, the actions of any third party who Registrant works with in connection with SkyGuard's services, or a third party's use of SkyGuard's services from Registrant's computer or in connection with Registrant's account. If SkyGuard is threatened with suit or sued by a third party, SkyGuard may seek written assurances from Registrant concerning Registrant's promise to indemnify SkyGuard. Registrant's failure to provide those assurances may be considered by SkyGuard to be a material breach of this Registration Agreement.

8. BREACH. Registrant agrees that (1) Registrant's failure to abide by any provision of this Registration Agreement or the Terms of Use; (2) Registrant's willful provision of inaccurate or unreliable information as part of the application process; (3) Registrant's willful misrepresentation of SkyGuard or SkyGuard's services in Registrant's promotion of SkyGuard's services to third parties; (4) Registrant's violation of any copyright, trademark or other applicable laws with respect to Registrant's representation of SkyGuard; (5) Registrant's failure to update Registrant's information to keep it current, complete or accurate; (6) Registrant's failure to respond for over ten (10) calendar days to inquiries from SkyGuard concerning the accuracy of the contact details associated with Registrant's use of SkyGuard's services; or (7) The termination of Registrant's subscription with SkyGuard for home monitoring protection services and identity theft protection services; shall be deemed by SkyGuard to be a material breach by Registrant. SkyGuard may provide a written notice, describing the breach, to Registrant. If, within ten (10) calendar days of the date of mailing of such notice, Registrant fails to provide evidence, which is reasonably satisfactory to SkyGuard, that it has not breached its obligations, then SkyGuard may terminate Registrant's registration with SkyGuard, all the services of SkyGuard that Registrant is using, and all of Registrant's Marketing Commissions without further notice. Any such breach by Registrant shall not be deemed to be excused simply because SkyGuard did not act earlier in response to that breach, or any other breach, by Registrant. SkyGuard shall not be obligated to refund any fees paid by Registrant if SkyGuard terminates this Registration Agreement. Registrant specifically acknowledges that if SkyGuard terminates this Registration Agreement, Registrant loses all ability to receive Marketing Commissions as described in Section 2 of this Registration Agreement.

9. REPRESENTATIONS AND WARRANTIES. Registrant represents and warrants by submitting this Registration Agreement that: (1) to the best of Registrant's knowledge and belief, the information submitted to SkyGuard by Registrant or Registrant's Agent is true and correct, and that any future changes to this information will be provided to SkyGuard in a timely manner; (2) Registrant has all requisite power and authority to execute this Registration Agreement and to perform Registrant's obligations hereunder; and (3) Registrant is of legal age to enter into this Registration Agreement. Registrant agrees that use of SkyGuard's service(s) is solely at Registrant's own risk. Registrant further agrees that all of SkyGuard's service(s) are provided on an "as is" and "as available" basis. Any breach of any of these representations and warranties by Registrant will constitute a material breach of this Registration Agreement.

10. DISCLAIMER OF WARRANTIES. SKYGUARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SKYGUARD MAKES NO WARRANTY THAT SKYGUARD'S SERVICES WILL MEET REGISTRANT'S REQUIREMENTS, OR THAT SUCH SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES SKYGUARD MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SKYGUARD'S SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY REGISTRANT FROM SKYGUARD SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO REGISTRANT.

11. EARNINGS AND INCOME DISCLAIMER. SkyGuard accurately represents its services. Any testimonials appearing on SkyGuard's website or any other documents or materials provided by SkyGuard are not completely verified by SkyGuard, but SkyGuard does require that each person quoted provide substantiating information before SkyGuard presents that person's testimonial. Also, while the testimonial may be accurate as of the time that SkyGuard heard from the person, the person's experience may have significantly changed over time. While SkyGuard tries to update its information on the person providing the testimonial, SkyGuard cannot assure you that its information will be up to date. The testimonials illustrate extraordinary results and unique experiences which do not apply to most persons who use SkyGuard's services and which you should not expect to achieve. SkyGuard does not promise, guarantee or imply that you (or that your use of our services) will improve your operation, raise your internet profile, or increase your revenues. As with any business, successful or unsuccessful use of SkyGuard's services will widely vary depending on many factors, including but not limited to, skill set, creativity, motivation, level of effort, individual expertise, capacity and talents, business experience, cost structure and the market in which you compete. You need to implement SkyGuard's services to find out for yourself the usefulness of what SkyGuard teaches you. Similarly, SkyGuard provides no assurance that either improved operations or earnings in one month can be duplicated or approached in any other month. For all these reasons, your use of SkyGuard's services should be based upon your own due diligence and judgment on how best to use the services. You should not view SkyGuard or its services as responsible for any success or failure of your network marketing business; SkyGuard provides a tool that you can use to try to improve the operation of your network marketing business. SkyGuard is not responsible for your success or failure after you implement the information you receive from SkyGuard.

12. REVOCATION. Registrant agrees that SkyGuard may terminate Registrant's contractual right to use SkyGuard's services and receive Marketing Commissions if the information Registrant provides pursuant to this Registration Agreement, or subsequent modification(s) thereto, contains false or misleading information, or conceals or omits any information SkyGuard would likely consider material to its decision to approve this Registration Agreement and continue to provide services hereunder. Registrant agrees that SkyGuard may terminate any of its service(s) in the event that Registrant uses such service(s) for any improper purpose, as determined in the sole discretion of SkyGuard. SkyGuard shall not be obligated to refund any fees paid by Registrant if SkyGuard terminates its services.

13. RIGHT OF REFUSAL. SkyGuard, in its sole discretion, reserves the right to refuse to provide Registrant with SkyGuard's services within the first thirty (30) calendar days from receipt of Registrant's payment of the registration fee. Registrant agrees that the submission of this Registration Agreement does not obligate SkyGuard to accept this Registration Agreement. Registrant agrees that SkyGuard shall not be liable for loss or damages that may result from SkyGuard's refusal to accept this Registration Agreement, or SkyGuard's refusal to provide any other services.

14. SEVERABILITY. Registrant agrees that the terms of this Registration Agreement are severable. If any term or provision is declared invalid or unenforceable, it shall not affect the remaining terms or provisions which shall continue to be binding and remain in full force and effect.

15. ENTIRETY. Registrant agrees that the terms of this Registration Agreement, the Privacy Policy, the Terms of Use and any other rules and policies published by SkyGuard are the complete and exclusive agreement between Registrant and SkyGuard regarding the registration of Registrant, the services provided to Registrant by SkyGuard and the Marketing Commissions, and supersede all prior representations, agreements and understandings, whether established by custom, practice, policy or precedent.

16. NON-ASSIGNMENT. Registrant's rights under this Registration Agreement are not assignable. Any attempt by Registrant to assign Registrant's rights shall render this Registration Agreement voidable at SkyGuard's option. Any attempt by Registrant's creditors to obtain an interest in Registrant's rights under this Registration Agreement, whether by attachment, garnishment or otherwise, shall render this Registration Agreement voidable at SkyGuard's option.

17. GOVERNING LAW. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be construed in accordance with, and shall be governed by, the substantive laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.

18. ARBITRATION. Any and all disputes or claims arising out of this Agreement shall be resolved and determined solely and exclusively by arbitration, pursuant to the rules, then obtaining, of the American Arbitration Association, or any successor, at its office nearest Lansdale, Pennsylvania. The prevailing party in any arbitration shall be entitled to receive reasonable costs and reasonable attorney's fees from the non-prevailing party. SkyGuard shall select one arbitrator and Buyer shall select one arbitrator and the two so selected shall select a third. The arbitrators shall be individuals skilled in the legal and business aspects of the subject matter of this Agreement. Notice of the demand for arbitration shall be made in writing to the other party to this Agreement and to the American Arbitration Association. The demand shall be made within a reasonable time after the claim or dispute has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on the claim or dispute would be barred by the applicable statute of limitations. The arbitration award shall be final and binding upon the parties. Judgment upon the award shall be binding and may be entered in any court of competent jurisdiction.