This Agreement ("Contract") is established between All Exclusive Leads, Ltd., ("AEL") which owns and operates the website www.usinsuranceonline.com ("Website"), and the person or organization who wishes to act as an online affiliate for AEL ("Affiliate"). Affiliate agrees to the following terms and conditions ("Terms"), which collectively comprise the entire Contract between the Affiliate and AEL. By creating an online account, Affiliate acknowledges his/her acceptance of this Contract. The Terms of this Contract may be revised occasionally by AEL, without obligation to notify Affiliate about the changes. It is Affiliate's responsibility to review the Contract from time to time, which shall always be made available via Affiliate's online account.

I. General Terms

Affiliate will promote, at their own expense, their website, or websites, and refer traffic to websites owned by AEL for the purpose of generating sales leads for AEL. This will be accomplish by Affiliate by displaying HTML hyperlinks, web buttons, and/or web banners, which will be provided by AEL. AEL will pay Affiliate referral fees ("Commissions") in return.

II. Payouts

Commissions will be paid to Affiliate as determined by the payout schedule shown in Affiliate's online account at www.usinsuranceonline.com/affiliates . The Commission schedule may change occasionally at AEL's discretion. When this occurs, AEL will attempt to notify Affiliate, but AEL cannot be held responsible if Affiliate does not receive the correspondence. It is the responsibility of Affiliate to check their Commission schedule online. AEL will pay a single Commission per online quote request form ("Lead Form") submitted by one party, other than Affiliate, Affiliate's employees, Affiliate's family members or anyone else who is associated with Affiliate , who (1) follows a Link from Affiliate's website to one of AEL's websites and (2) completes an online request form for insurance quotes, or other types of sales quote. Commissions will be paid to Affiliate once Affiliate has accrued a minimum of $25 in commission, on or before the 16th of each calendar month for all Commissions earned in the previous month, minus any returns ("Chargebacks") made by AEL's customers for Lead Forms aquired through Affiliate's referred traffic.

III. Payout Restrictions

Affiliate agrees that they will not offer any individual or entity any incentive including but without limitation, any payment, rebate, discount or other benefit to drive traffic to one of AEL's websites, to complete a Lead Form, or to otherwise attempt to artificially increase the Commissions earned by Affiliate. AEL will not pay any Commissions for any of the following: (1) Lead Forms submitted by individuals under the age of 18, (2) incomplete Lead Forms, (3) Lead Forms with invalid (bogus) information, (4) Lead Forms completed by the same party or a different party using the same information multiple times, (5) Lead Forms that are not marketable by AEL, or (6) any Lead Forms completed with any fraudulent intent. Any violation of this section constitutes a material breach of this Contract by Affiliate. In the event of such a material breach, AEL has the right to terminate this Contract immediately. Additionally, no Commissions will be paid to Affiliate by AEL if Affiliate is in breach of this section of the Contract. Additionally, in the event of such a breach, AEL has the right to withhold all unpaid Commissions due to Affiliate, including money owed for a period prior to breach.

IV. Marketing Tactics

Affiliate agrees not to use any unethical or unlawful techniques to drive traffic to any website owned by AEL, including but not limited to (1) email marketing or "SPAM", (2) telemarketing to any individual regardless of whether or not they are on the national "No Call List," (3) newsgroup postings, (4) incentive-based offerings, (5) "co-registration" offers made in conjunction with other product or service offerings, or (6) any advertisements that infringe upon a registered trademark or copyright of another company. Any violation of this section constitutes a material breach of this Contract by Affiliate. In the event of such a material breach, AEL has the right to terminate this Contract immediately. Additionally, no Commissions will be paid to Affiliate by AEL if Affiliate is in breach of this section of the Contract. Additionally, in the event of such a breach, AEL has the right to withhold all unpaid Commissions due to Affiliate, including money owed for a period prior to breach.

V. Affiliate Website Restrictions

Affiliate agrees not to not to link to any website owned or operated by AEL that contains, promotes, or otherwise presents any of the following: (1) pornographic or sexually-explicit content, (2) drug-related content, (3) child-oriented content, (4) hateful or libelous content, (5) content promoting racism, sexism, homophobia, or any other discriminatory or slanderous views of a group or individual, or (6) any content that infringes upon a trademark or copyright. Any violation of this section constitutes a material breach of this Contract by Affiliate. In the event of such a material breach, AEL has the right to terminate this Contract immediately. Additionally, no Commissions will be paid to Affiliate by AEL if Affiliate is in breach of this section of the Contract. Additionally, in the event of such a breach, AEL has the right to withhold all unpaid Commissions due to Affiliate, including money owed for a period prior to breach.

VI. Affiliate Responsibilities

Affiliate acknowledges that they are solely responsible for the development and maintenance of their own website. Any assistance in this regard offered by AEL is not done under any legal obligation and can be discontinued or revoked at any time at the discretion of AEL. Affiliate is solely and entirely responsible for all fees and expenses accrued by Affiliate for the purposes of driving traffic to one of AEL's websites, including but not limited to marketing fees, web hosting fees, employee wages, and office expenses. Affiliate understands that they are acting not as an employee of AEL but as a private contractor and as such, Affiliate accepts all responsibility to pay appropriate taxes to the IRS or any other legal tax-collecting agency or agencies. AEL will report all Commissions paid to Affiliate in an appropriate and legal manner to all applicable taxing agencies.

VII. Proprietary Rights

AEL has exclusive rights to all content, code, data, graphics, and other intellectual capital used in the www.usinsuranceonline.com website as well as any other websites or materials owned by AEL. Affiliate's rights are limited to viewing the content on Website and to using the online administrative software for the sole purpose of maintaining Affiliate's relationship with AEL. To use, copy, reproduce, distribute or exploit any content, code, data or materials on the Website otherwise, may be in violation of copyright and other laws of the United States, as well as applicable state laws for such unauthorized use. Our trade name, trademarks, service marks and logo are copyright protected and are not to be used, copied or reproduced by anyone without the expressed and signed written agreement. Any third party's marks, logos etc., which may appear on the Site are the property of their respective owners and can not be used without their written consent.

VIII. Hold Harmless

Affiliate agrees to defend, indemnify and hold AEL and its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your misuse of any AEL owned website, your placement or transmission of any message, content, information, software or other materials through the website, or your breach or violation of the law or of these Terms and Conditions.

IX. Laws

The Contract and the relationship between AEL and Affiliate shall be governed by the laws of the State of Texas without regard to any conflict of legal provisions. Affiliate agrees that any use of action that may arise under the Contract shall be commenced and be heard in the appropriate court in the State of Texas and submit to the personal and exclusive jurisdiction of the courts located within the State of Texas. AEL's failure to exercise or enforce any right or provision of the Contract shall not constitute a waiver of such right or provision. If any provision of the Contract is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to consider the parties' intentions as hereby reflected in the provision of the Contract, and other unaffected provisions to remain in full force and effect. Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action by Affiliate arising out of or related to use of the Website or the Contract must be filed by Affiliate within one (1) year after such claim or cause of action arose or be barred forever.