:: c o n s c i o u s o n e ::

Partner Program Operating Agreement

This Agreement, made and entered by and between [Conscious One Inc Corporate name of ConsciousOne.com], DBA ConsciousOne.com, WisdomdomFlash.com, ConsciousCards.com both of which are referred to herein individually or together as "ConsciousOne", "us" and you, the partner ("you" or "partner"), contains the complete terms and conditions that apply to your participation in the ConsciousOne Partner Program (the " Partner Program" or "Program").

1. Terms of the Agreement

The term of this Agreement will begin upon our acceptance of your partner application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission on sales occurring during the term. You must use a valid email through which you can be reached to participate in the ConsciousOne Partner Program. If you do not, your account will be deactivated immediately.

2. Compensation Defined

Our compensation program is based on a commission being paid for verified sales coming through links placed on Partner sites or emails or other approved methods. For a sale which ConsciousOne makes as a result of a direct referral by an partner, that partner will receive a base commission of 20% of the selling price of the product sold and 5% on all reorders of that customer so long as the reorder occurs while the partner is a current ConsciousOne partner member.

A commission fee will only be paid to a partner after the customer has made payment in full to ConsciousOne for the sale. Any sale returns or credits will function in the same manner, but as a deduction to the commission due to the partner. Top producers will be paid additional commissions based on volume generated on a case by case basis

Second tier. Partners will receive 5% of all sales of webmasters that you refer to the program. This will be paid out on all first time order and also on all reorders for the life of the customer so long as the reorder occurs while the referring webmaster and the partner are current ConsciousOne partner member.

3. Termination

Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all ConsciousOne trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

4. Modifications to the Agreement

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available commission structure, fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

5. Eligibility in the Program

Employees of ConsciousOne, its subsidiaries, parent companies or sister companies and the immediate family members of such employees are not eligible to participate in the CONSCIOUSONE.com Partner Program.

6. Enrollment in the Program

To begin the enrollment process, you will submit a complete application from our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. If we reject your application, you are welcome to reapply to the program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the program, we may terminate this agreement.

Your site should:

a) Generate sufficient traffic to our websites;

b) Attract a customer base who may be interested in personal growth

c) Not promote inappropriate or illegal pornographic or sexual materials.

d) Not promote violence such as: fire arms, terrorists organizations and/or related sites;

e) Not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

f) Not promote illegal activities such as: drugs, contraband, and/or related sites;

g) Not promote political organizations, gambling/casino, and/or related sites;

h) Not violate the intellectual property rights of ConsciousOne.

7. Privacy Policy

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its partners.

8. Fraud

If you commit fraud or falsify information in connection with the registration of members in CONSCIOUSONE.com through the links on your site, this Agreement will be terminated immediately. In addition, you will be liable to CONSCIOUSONE.com for any and all damages that CONSCIOUSONE.com suffers as a result of such actions. You will also be responsible for returning to CONSCIOUSONE.com all commissions received for fraudulent/falsified members, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

9. Limitation of Liability

We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed one month's commission paid or payable to you under this Agreement.

10. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. CONSCIOUSONE.com may cite your name or URL in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications.

11. Payment to Partners

a) Commissions will be paid by means of a check or PayPal. No other payment options are available at this time.

b) Commissions will be paid in U.S. dollars only.

c) Commission checks will be made payable to the order of the person and/or company name designated on the partners application at the time of sign-up. Absolutely no exceptions will be made to this rule.

d) Commissions are accrued on a 30/31 day calendar month and are validated sales and subject to payment AFTER 30 days has elapsed since purchase was made, since ConsciousOne.com offers its customers a 30-day money back guarantee.

Failure to provide ConsciousOne with a correct address, or if checks mailed to You are returned to us, will result in forfeiture of any amounts otherwise due to You hereunder. You can always update this information in your Administration Area or send email to affiliates@consciousone.com.

Any attempt by an partner to manipulate, falsify or inflate Referrals, to defraud ConsciousOne.com or to violate the terms of this Agreement constitutes immediate grounds for us to terminate this Agreement and will result in forfeiture of any amounts otherwise due to You hereunder. e) Commissions are calculated based on the 'Total Net Sales Generated' (less any applicable taxes, service charges, credit card processing fees, returns, cancellations, charge backs and bad debt) amount for that month. All sales are verified and paid 30 days AFTER purchase is made. (Example: Customer clicks on partner link and goes to ConsciousOne.com and purchases a course on Oct. 20th. After 30 days elapses and customer has not returned that course, this would be Nov. 20. Commission will be paid on Dec. 10.

f) Commissions are paid on a monthly basis when the partner's account has reached a minimum threshold of $20.00. Accounts with a balance of less than $20.00 will roll over to the next month.

g) Commission payments to the partner will be mailed or posted to Paypal on the 10th day of the month. Should the 10th day fall on a weekend, checks will be mailed on the next business day.

h) No commission will be paid if for any reason a partner's referred visitor returns or cancels an order. If the partner has already received commission for a returned or canceled order, the earned commission will be reversed from the partner's account. If an exchange is made from an order and results in a lesser sale amount, the earned commission will be reversed from the partner's account. The new commission amount will then be reflected. If an exchange is made from an order and results in a greater sale amount, the additional earned commission will be added to the partners account.

12. Tracking of Sales

CONSCIOUSONE.com will be solely responsible for tracking sales made to customers who follow an partner's links or inputs or mentions the partner's code. An partner will be solely responsible for ensuring that its links are formatted properly and maintained in a manner, which allows CONSCIOUSONE.com to track such sales. No commission shall be paid if the application cannot be tracked by CONSCIOUSONE.com or if the customer accesses the CONSCIOUSONE.com site other than through the partner's links and does not input or mention the partner's code.

13. Anti-Spam and Email Marketing Policy

a) Spamming - is strictly prohibited. For the purposes of this Agreement, spamming shall be defined as the sending out of email messages to email addresses which the Affiliate has purchased or has harvested/collected from the Internet or otherwise, which email addresses have been obtained without the consent of the recipient. In addition, for email marketing done to "Permission Based" email lists, defined as your house list of subscribers, customers or other consumers who have requested to receive mailings from you, all affiliates/partners must also abide by the 'Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003', or the `CAN-SPAM Act of 2003'. The practice of spamming and/or infringement of the Can-Spam Act of 2003 is a violation of our Policies and Procedures, and we will take action at its sole discretion against partners engaging in spamming or non-compliant mailings. These actions may include one or more of the following:

In the event ConsciousOne receives one (1) or more spamming complaint, the partner’s account will be immediately suspended while we investigate the complaint(s), and commissions will not be tracked during that time.

In the event the investigation reveals that spamming did occur, ConsciousOne may at is option, terminate the partner ’s account in accordance with our termination policy. (paragraph 3)

b) Permission based emailing must comply with the CAN-SPAM Act. There are 3 primary rules that will be strictly enforced:

1. Email address must have been obtained with permission

2. Every email sent must have the actual business address listed in the email

3. Every "bulk" email sent must have an "Unsubscribe" link that works

Please read entire Act to be informed of all the details: 'Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003', or the `CAN-SPAM Act of 2003'.

14. Anti-Predatory Policy

No affiliate will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web users' access, view or usage of, or other aspect of the Web users' experience at, any affiliates webpage (as defined below) in a manner that causes or otherwise results in a different experience from that was otherwise intended by such affiliate;

*No Affiliate will block, alter, direct or redirect, or substitute, insert or append itself to, or otherwise intercept or interfere in any manner with, any click-through or other traffic-based transaction that originated from an partner webpage (including without limitation any return visit to ConsciousOne.com to which such click-through or other traffic reached or intended to reach) with the result of reducing compensation or other payment earned by or owing to an affiliate or increasing any payment obligation of ConsciousOne with respect to any individual transaction.

15. Affiliate Keyword Bidding Policy

Affiliates may not bid on any ConsciousOne Trademarked names EVER including but not limited to ConsciousOne, ConsciousOne.com, and Conscious One. This policy also extends to misspellings or variations of our names.

Affiliates may not out-bid or overbid ANY of our keywords found in Overture.

16. Independent Investigation

You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.

17. Proper Age

BY ACCEPTING THIS CONTRACT, YOU CONFIRM YOU ARE AN ADULT OF AT LEAST 18 YEARS OF AGE (19 OR 21 WHERE APPLICABLE)