Affiliate Agreement

Effective Date: October 25, 2006

Welcome to the Simplified SEC Affiliate Agreement ("Agreement"). This Agreement sets forth the terms and conditions under which Simplified SEC makes the Simplified SEC Affiliate Program ("Affiliate Program") available to you. By becoming a Simplified SEC Affiliate and using the Affiliate Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Affiliate Program.

Simplified SEC reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Simplified SEC Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the Simplified SEC Web Site will constitute binding acceptance of the changes.

Becoming a Simplified SEC Affiliate

Eligibility. Simplified SEC will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Affiliate Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Affiliate Program is not intended for children under the age of 13.

Opening an Affiliate Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account ("Affiliate Account") with Simplified SEC through its online registration process.

Contact Information. You must provide Simplified SEC with accurate and complete contact and payment information when you open an Affiliate Account. Commissions are only paid through PayPal™, thus an accurate and working PayPal email address must be provided. You must immediately notify Simplified SEC if any of your contact or payment information changes. If you do not provide Simplified SEC with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program.

Account Security. You will need to select a password if you open an Affiliate Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Affiliate Account, including, without limitation, any use by any third party. You must notify Simplified SEC immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Simplified SEC immediately if you become aware of any other breach or attempted breach of the security of your Affiliate Account or the Simplified SEC Service.

Your Obligations

You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of Simplified SEC and third parties.

Special Links. As a member of the Affiliate Program, Simplified SEC will provide you with a special "tagged" link format ("Affiliate Link") to be used in linking to the Simplified SEC Web Site. The Affiliate Link will permit tracking, reporting, and commission calculations. You must ensure that the link properly utilizes the Affiliate Link format. You will only earn commissions on activities occurring on the Simplified SEC Web Site if such activity was originated from properly formatted Affiliate Link. Simplified SEC will not be liable to you for any failure by you to use the Affiliate Link, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Affil ate Agreement.

Use of the Affiliate Link. Simplified SEC will provide you with the Affiliate Link and graphical artwork to use in linking to the Simplified SEC Web Site. You must use the Affiliate Link in accordance with the terms and conditions in this Agreement.

Affiliate Commissions and Reporting

Affiliate Commissions. Simplified SEC will pay you commissions in accordance with this Agreement and the Affiliate Commission Schedule ("Commissions"). The Affiliate Commission Schedule is incorporated herein by this reference.

Payment of Commissions.

1. Tax Information. You are responsible for handling all government taxes related to the commissions you receive from Simplified SEC.
2. Payment Terms. Simplified SEC will pay you Commissions on a monthly basis. Following a NET 45 day review period, each commission payment (if any) will be paid on the 25th of each month from the commission(s) accumulated from the previous month.
3. Relinquishing Commissions Owed. Unless you and Simplified SEC otherwise agree in writing, Simplified SEC may remit any payment otherwise due to you if: (i) you fail to provide Simplified SEC with accurate and complete contact information; and (ii) the funds remain outstanding for more than 12 months.
4. Termination Fees. If you or Simplified SEC terminate your Affiliate Account, and you have less than $20 in accrued but unpaid Commissions then outstanding, Simplified SEC may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.

Indemnification

You must indemnify, defend, and hold Simplified SEC harmless based on any claim alleging facts that, if true, would constitute a breach of this Agreement. You also agree that covered claims under this indemnity obligation shall include, without limitation (a) any claim that Simplified SEC's use of any images provided via your web site or web space infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; and/or (b)any claim related to your web site, including, without limitation, content therein not attributable to Simplified SEC. Simplified SEC may withhold any Commissions that it owes you if you have to indemnify Simplified SEC.

Term and Termination

Term. The term of this Agreement will begin upon your completion of the Simplified SEC Affiliate application and will end when terminated by either party.

Simplified SEC Termination. In its sole discretion, with or without notice to you, Simplified SEC may terminate your participation in the Affiliate Program and terminate your Affiliate Account. If Simplified SEC determines, in its sole discretion, that you are abusing the system, the Simplified SEC Service and/or the Simplified SEC Affiliate Program, Simplified SEC may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.

Your Termination. You may terminate your Affiliate Account for any reason at any time by visiting the "Close Account" page within the members area.

Effect of Termination. You can only earn Commissions during the term of the Agreement, and Commissions earned through the date of termination will remain payable only if the related member accounts are not cancelled within their initial 30 day period. Simplified SEC may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site, all links to the Simplified SEC Web Site, all Simplified SEC trademarks, trade dress and logos, all Affiliate Links, and all other materials provided by or on behalf of Simplified SEC to you pursuant hereto or in connection with the Affiliate Program.