This is a legally binding agreement ("Agreement") between you ("Applicant", "you") and Jim Rohn International, Inc., 2835 Exchange Blvd., Suite 200, Southlake, TX 76092 ("Company", "we", "us") regarding your participation in the Jim Rohn Affiliate Program ("Program"). You understand that violations of this agreement may lead to termination of your participation in the Program without regress.

By submitting an enrollment application to the Company, either through this Web site, or by e-mail, phone, or fax, Applicant agrees to the following terms and conditions:

1. Program Enrollment

Company will evaluate your application in good faith, and will notify you of acceptance or rejection. We may reject your application, or revoke a prior acceptance, at any time, if we determine that your participation is no longer suitable for the Program.

Your acceptance, rejection, or termination is at Company's sole discretion, but you are welcome to apply again at any time if you feel the reason for a prior rejection no longer exists.

An Applicant who has been accepted into the Program, and has not been rejected, and has not been terminated, shall be considered  "Participant" in good standing.

2. Tagged Links to Our Site

Participant can promote the Program using specially tagged URL hyperlinks ("Tagged Links"), in Participant's Marketing Communications.

"Marketing Communications" shall be defined as:

* Your Web site;
* E-mail communications to potential prospects (excluding UCE, see below on #3);
* Printed promotional materials;
* Press releases;
* Any other communication you use to promote the Program.

Such Tagged Links from your marketing communications to our online store shall include your Program participation ID ("ID") as an additional tag in the URL. Your ID tag in the Tagged Link will ensure that you receive proper credit for all sales made.

You will be responsible for the proper technical implementation of such Tagged Links, according to the easy-to-follow technical linking and support instructions we will forward to you  after your acceptance of this agreement.  In select cases, we may provide you with  additional technical support services at no extra charge, but due to the large number of participants, we are under no obligation to do so.

You are solely responsible for the correct technical implementation of the Tagged Link format. You will only earn referral fees from us from sales occurring through Tagged Links.  (See below #4.)

We shall not be liable to you for failure by you to properly use Tagged Links, even if such failure results in the reduction of referral fees due to you under this Agreement.

You may provide a general Tagged Link to our online store home page at http://www.jimrohn.com according to the technical instructions you will receive from us.

3. Improper Marketing Communications

Company may terminate Applicant's status as a Participant in good standing immediately, if one of the following terms are violated:

* Applicant expressly agrees to not promote the Program by mass transmission of unsolicited commercial e-mail (UCE, "Spam").

* Applicant expressly agrees to not promote the Program in connection with speech or acts of violence, discrimination on the basis of gender/race/sex/religion/age/nationality/sexual orientation/age, illegal activities, deceptive business practice, unfair competition, or violation of intellectual property rights.

Applicants are expressly prohibited from making income claims or guarantees connected to the purchase of any of the Products, other than what is contained in the material that is published at Company's corporate Web site at http://www.jimrohn.com.

4. Tagged Links Tracking

Each prospective customer who follows a Tagged Link from your Marketing Communications to our online store will be "assigned" to you. Assignment means that our online store software will use technical means such as cookies and databases, to identify prospects, and the fact that such a prospect initially linked to us using your Tagged Link.

Such Assignment means that you will be the sole first-level independent sales representative for this prospect. So long as a prospect is assigned to you, even general links (i.e. links to our online store without any ID tag) can lead to Referral Fees payable to you, for any sales made while the assignment lasts.

However, since not all Web browser software is configured to take advantage of the technical means we have established to recognize prospects, and due to the fact that prospects sometimes use multiple, slightly different e-mail addresses and identities, the Company can not guarantee that links to our site without your ID tag will lead to proper referral fees.

Furthermore, each prospect has the right to choose a different Program participant, at any time, by following a different participant's Tagged Link. In this case, this prospect will no longer be assigned to you, and you will not receive Referral Fees for sales made to this prospect from there on out.

To assign such a prospect to you again, the prospect will need to follow a Tagged Link containing your ID tag. You shall therefore ensure that all your links to our online store are properly Tagged Links so as to increase the likelihood that a prospect remains assigned to you.

You understand that this method of assignment may lead to competition between all Program participants, with the result that participants who maintain a long-term relationship with their prospects, and increase the number of Marketing Communications with their prospects, have a higher likelihood of making sales, than participants who choose to abandon their prospects or not to promote the Program.

5. Order Processing

The Company shall promptly process Product orders from customers who follow a Tagged Link from your Marketing Communications to our online store. Company shall be responsible for all steps of the ordering process, including, but not limited to, order acceptance, collection, fulfillment, cancellations, returns, shipping rate calculation, customer service, and customer support.

Company reserves the right to reject orders at its sole discretion, according to its currently publicized policies.

6. Referral Fees

The Company will pay you Referral Fees on all Completed Sales to third parties ("Customers"), if the customer has ordered a Product at our site after following a Tagged Link containing your participant ID.

The amount of the Referral Fee for each product will be 10 percent of the gross sales amount, excluding shipping, duties, handling, and taxes. Company reserves the right to change the referral fee schedule at any time without prior notice.

For a sale to be considered a "Completed Sale", a Customer must place the order using our automated "Shopping Cart" online ordering system, accept shipment of the Product (or delivery of the service) and must make full payment to us.

Should we issue a full or partial refund to the Customer for any reason, Referral Fees earned from this sale will be withheld and deducted from your next Referral Fee payment. In order to prevent fraudulent use of the Program, you understand that, should the withholding amount exceed the amount of commissions due, Company will be entitled to recover the difference from you.

The Program is intended for resale use only. You may not purchase Products for your own use through the Program. Purchasing products for your own use, and receiving Referral Fees on such sales, may be reason for immediate termination without refund, at our sole discretion.

Shipping, handling, packaging, gift-wrapping, credit card processing fees, currency conversion fees, duties and taxes on each Completed Sale are excluded from your referral fee calculation.

7. Payment

Referral Fees will be paid monthly by check, sent via U.S. Mail, approximately 30 days following the end of each calendar month. The Net Referral Fee (the amount on your check) is based on Completed Sales made in that calendar month, less the following Deductions: Any taxes we are required to withhold by law; any Referral Fees withheld due to refunds issued to Customers.

Should the Net Referral Fees payable to you for a calendar month be less than $50, we may hold the Referral Fee until the next pay period and the Net Referral Fees have equalled or exceeded $50.

It is your sole responsibility to keep us informed of your proper postal mailing address, by updating the contact information at our Online Store Web site at http://www.jimrohn.com. Under no circumstances shall company be responsible for lost or stolen Referral Fee checks.

8. Taxes

Applicant is solely responsible for payment of all taxes resulting from Applicant's Participation in the Program. Applicant is expected to follow any and all federal, state, municipal, county laws, rules, regulations and ordinances with respect to his or her activities as a Program Participant.

Company will withhold and report to authorities any taxes due in respect to Applicant's Participation in the Program, to the extend that is required by law.

U.S. Applicants are required to furnish Company with a valid tax identification number, such as their Social Security Number (in case of sole proprietorships) or their Employer Identification Number (in case of corporations or sole proprietorships with Employer Identification Number). Company may withhold payment of Referral Fees until a valid tax identification number has been issued.

9. Reporting

The Company will track sales and traffic generated by customers and prospects who follow your Tagged Links from your Marketing Communications to our online store. From time to time, as activity warrants, we will make available to you, by e-mail or on our Web site, reports summarizing the sales or traffic activity generated by you or your Second Level Participants. These reports may vary in form, content, level of detail, and frequency.

10. Relationship Between Parties

Enrolled Applicant (Participant) and Company are independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, partnership, sales representative, or employment relationship between Participant and Company. Applicant shall have no right to make statements and representations on behalf of the Company. Applicant may represent himself only as Affiliate of the Company, not as a sales representative, branch, subsidiary, or partner.

Customers referred to us by following a Tagged Link to our online store will be customers of Company. All of Company's rules will apply to those customers, including our policies, and corporate procedures in respect to pricing, payment, product availability, customer service, returns and refunds, technical support, as well as our procedures for collection and future exploitation of customer service and marketing data. We may change these rules, policies, and procedures at any time, at our sole discretion, including changes in pricing, features, and availability of Products sold under the Program.

11. Disclaimer

Company makes no express or implied income guarantees, claims, representations, or warranties in respect to the Program, including, without limitation, warranties of fitness, noninfringement, merchantability, or any implied warranties arising out of a course of performance, dealing, or trade usage. Your ability to succeed in the Program always depends on a variety of factors, including your own effort, your chosen target market, your marketing and sales methods, your proper application of all business tools at your disposal, and your own talents and abilities.

You understand that the marketing tools and advice provided by the company, if any, can only increase the likelihood of success with the Program, but can never guarantee it. Any income figures quoted or mentioned in connection with the Program are hypothetic examples only. You may make more or less than any other Participant, current or former.

You are solely responsible for ensuring that your Marketing Communications are technically operational, appropriate, ethical, legal, and do not infringe on third parties' intellectual property or other rights.

Under no circumstances shall we be held liable for any damages (including any loss of revenue or profits) arising in connection with the Program, to you or any other party. Furthermore, you agree to hold us harmless from all claims, damages, and expenses, including attorney's fees, in respect to your participation in the Program. Our total aggregate liability in respect to your participation in the program shall not, under any circumstances, exceed the total Referral Fees paid or payable to you under this Agreement.

12. Intellectual Property

Applicant agrees to keep confidential any and all proprietary information Applicant learns about Company's business methods, marketing techniques, future business plans, patents, algorithms and any other material that can reasonably be presumed proprietary, unless such information has been made available to non-participants in the Program by the Company or other authorized sources.

Any and all copyrighted or original materials that Company furnishes to Applicant for the purpose of helping Applicant promote the Program, remain the sole Intellectual Property of Company.

Company issues Applicant a non-exclusive, revocable license for the single purpose of using such materials for promoting the Program, as long as Applicant is a Participant in good standing. Applicant agrees to immediately cease and desist from using such Intellectual Property upon termination of Applicant's participation in the Program.

Modification of any such Intellectual Property, including modification of images and text, as well as our trade name and trademarks, is not permitted. We may revoke this license at any time.

13. Marketing Assistance to Company

Applicant expressly allows Company to publicly report any success achieved with the Program. Company may report such successes to Company's prospects and customer base for the purpose of marketing Company's products, services, or programs. Upon request, applicant shall reasonably assist Company with truthful testimonials and references.

14. Independent Decision

By submitting your application you acknowledge that you have read the Agreement and agree to all terms and conditions set forth herein. You understand that we may, at any time, operate additional Programs that solicit customers in ways different than outlined herein, and that we may operate Web sites, promotions, campaigns, or programs that may (directly or indirectly) compete with your activity as a Program Participant. You have determined the desirability of your participation in this program without relying on any representation, statement, promise, or guarantee that is not set forth in this Agreement.

15. Modification

All terms and conditions of the Program, including this Agreement, are subject to modification by us, at any time, at Company's sole discretion. Such modifications may include, but are not limited to, payment terms, Referral Fees, scope of the program, Products offered under the program. Notice of modification emailed to Applicant's e-mail address, or posted at Company's Web site is considered delivered to Applicant. YOUR ONLY RECOURSE AGAINST MODIFICATIONS THAT ARE UNACCEPTABLE TO YOU IS TERMINATION OF THIS AGREEMENT. CONTINUING YOUR PARTICIPATION AFTER NOTICE OF MODIFICATIONS HAS BEEN DELIVERED TO YOU CONSTITUTES YOUR BINDING ACCEPTANCE OF THE MODIFICATIONS.

16. Miscellaneous

This agreement contains the complete terms and conditions in respect to Applicant's participation in the Program. Should any of the provisions outlined herein prove unenforceable, all remaining provisions shall survive. Applicable law is the laws of the United States and the State of Texas. In case of a dispute, participant agrees to make reasonable attempts at arbitration with the company before taking legal action. Any court action must be brought to federal or state courts located in Texas and dealer agrees to abide by jurisdiction of these courts.

This agreement may not be assigned without Company's written consent. That restriction notwithstanding, this Agreement will be binding on, and enforceable against the Company and Applicant and their respective successors and assigns.

This Agreement Copyright © 2004