Nonprofit Association Referral Partner Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Pension Systems Corporation 401(k) Easy Online Nonprofit Association Referral Partner Program (the "Nonprofit Referral Program"). As used in this Agreement, "we" means Pension Systems Corporation, "you" means the applicant nonprofit association, and "product" means the 401(k) Easy Online run-it-yourself/do-it-yourself system offered for sale from this website.

This Program is open to nonprofit associations only. Furthermore, NASD Registered Representatives and Registered entities as well as other government-regulated persons and entities enjoined from receiving unregulated sales commissions are not eligible to participate in this Program.

This Agreement is made and effective on the date we notify you in writing that your Nonprofit Association Referral Partner Application has been approved.

We reserve the right to reject any applicant from the Nonprofit Association Referral Program whom we deem unsuitable for any reason.

Order Processing
We will process orders placed by customers who order 401(k) Easy Online by phone, fax, online or by mail. We reserve the right to reject orders that do not comply with any requirements that we may establish. We will be responsible for all aspects of order processing and fulfillment, including preparing order forms, processing payments, and handling any cancellations or returns; we will also take care of all customer service.

Referral Fee and Customer Rebate
We will pay you a referral commission for each completed sale to a third party referred by you, and we will give the third-party customer a rebate on 401(k) Easy Online according to the Schedules listed below. You must indicate in your Nonprofit Association Referral Partner Application which Schedule you choose. You may change your election at any time by notifying us in writing; your change in election will become effective upon written confirmation from us of its acceptance.

	Commission Amount (paid to referring nonprofit association)	Rebate Amount (paid to customer purchasing 401k Easy Online)
Schedule A:	$300	$100
Schedule B:	$200	$200
Schedule C:	$100	$300

For a sale to generate a referral commission and customer rebate, all of the following must apply:

-- The customer must name you as the "How did you learn about us?" source in our order form.

-- You must be registered with us as a 401(k) Easy Online Nonprofit Association Referral Partner at the time the sale occurs.

-- The customer must remit full payment to us for its company 401(k) Easy Online system. (Customers are required to pay a one-time, non-refundable Set-up Fee plus an Annual Fee that is based upon plan size and the investments they select for their 401(k) Easy Online system.)

We will not pay a referral fee or rebate on any sale resulting from any "spamming" or bulk e-mailing (see below) by you; e-mail campaigns to your customer or confidential prospect list, however, are acceptable.

Terms for Qualified Referrals
In order for a 401(k) Easy Online purchase to qualify for a nonprofit association referral fee and customer rebate, the following additional conditions must be met:

-- All payments for the purchase of 401(k) Easy Online must be received in full by Pension Systems Corporation.

-- 60 days must have passed since the date of purchase.

-- The purchase must not have been rescinded or the customized product returned for refund.

Payment of Referral Fees
We will pay you a referral fee according to the Schedule you choose in your 401(k) Easy Online Nonprofit Association Referral Partner Application for each completed sale referred by you, pursuant to the conditions listed in this Agreement. We will send you a check for each separate referral fee earned, less any taxes that we are required by law to withhold.

Payment of Customer Rebates
We will pay the customer a rebate on 401(k) Easy Online according to the Schedule you choose in your 401(k) Easy Online Nonprofit Association Referral Partner Application for the completed sale referred by you, pursuant to the conditions listed in this Agreement. We will send the customer a check for the qualified rebate.

Spamming
The Nonprofit Association Referral Program is not intended for you to send unsolicited e-mails (known as "spams") to people you do not know. Any spamming by you will result in the termination of this Agreement. In addition, any spamming may result (in our sole discretion) in the withholding of referral fees or rebates and/or the termination of this Agreement.

Marketing
You agree to cooperate with Pension Systems Corporation in the development of joint press releases and testimonials. You further agree that you will allow us to use your association name in marketing collaterals and make reference to you in our website.

Policies and Pricing
Customers who buy 401(k) Easy Online through this Nonprofit Association Referral Program will be deemed to be customers of Pension Systems Corporation Accordingly, all of our policies and operating procedures concerning customer orders, customer service, and sales will apply to those customers.

We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for 401(k) Easy Online, and the nonprofit association referral commission and corresponding customer rebate to be paid for current or future sales. Prices and product availability may vary from time to time.

Term of Agreement and Termination
The term of this Agreement will begin upon our written acceptance of your Nonprofit Association Referral Partner Application and will end when terminated in writing by either party./P>

-- 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 nonprofit association referral commissions (and have the customers receive rebates) on sales occurring during the term; fees and rebates earned up to the date of termination will remain payable only if the related product orders are not canceled or returned.

-- You warrant that all identifying signs, logos, literature or other evidence linking your association and Pension Systems Corporation and 401(k) Easy Online will be removed from your website upon termination of this Agreement.

Modification of 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 Nonprofit Association Referral Partner Agreement on our website. Modifications may include, for example, changes in the scope of available referral commissions and rebates, payment procedures, or Nonprofit Association Referral Partner rules.

If any modification is unacceptable to you, your only recourse is to terminate the Agreement. Your continued participation in the Program following our posting of a change notice or new Nonprofit Association Referral Partner Agreement on our website will constitute binding acceptance of the change.

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 the 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 website or otherwise, that reasonably would contradict anything in this section defining the Relationship of Parties.

Trademarks, Trade Names, Copyrights, and Patents
You hereby recognize our right of ownership of all Trademarks, Trade Names, Copyrights, and Patents associated with Pension Systems Corporation and its products. You will act consistently with these rights and act to preserve them in the course of marketing and sales of our products and services. We grand you permission to use our Trademarks and Trade Names in connection with marketing and sales of 401(k) Easy Online, and we reserve the right to revoke this permission at any time.

Limitation of Liability
We will not be liable for indirect, special or consequential damages, or any loss of revenue, profit, or data arising in connection with this Agreement or this Nonprofit Association Referral Partner 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 the total referral commissions paid or payable to you or rebates paid or payable in regard to sales referred by you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to this Nonprofit Association Referral Partner Program or any Products or Services sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

Independent Investigation
By submitting a Nonprofit Association Referral Partner Application 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 website. 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.

Mediation and Arbitration
If a dispute (excluding copyright, patent, or trademark, or other intellectual rights infringement claims) arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation in Los Angeles, California, administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration. Any unresolved controversy or claim (excluding copyright, patent, or trademark infringement claims) arising under this Agreement or its breach, including but not limited to any controversy concerning the meaning or interpretation of any provision of this Agreement, or controversies arising from possible errors or omissions on the part of Pension Systems Corporation or its agents or suppliers shall be decided by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement, and claims of copyright, trademark and patent infringement shall be excluded from arbitration.

Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within thirty (30) days following the appointment of the arbitrator(s).

At the request of a party, the arbitrator(s) shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three per party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator(s), and for good cause shown. Each deposition shall be limited to a maximum of one (1) hour duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information.

The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section, nor shall the arbitrator(s) be empowered to issue an award of exemplary or punitive damages. The arbitrator(s) may determine how the costs and expenses of the arbitration shall be allocated between the parties, but they shall not award attorneys' fees. The award shall be in writing, shall be signed by a majority of the arbitrators, and shall include a statement regarding the reasons for the disposition of any claim. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Miscellaneous
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Governing Statues
This Agreement shall be governed by the laws of the State of California and any dispute shall be adjudicated in the courts of appropriate jurisdiction in the State of California.