Referral Partner Agreement

TERMS AND CONDITIONS Effective June 4, 2016

Notice: Sending SPAM email to promote MEA is specifically prohibited and will result in the total loss of commissions payable under this Agreement. If you promote the service by email, it must be to a list that has specifically given you (personally) permission to mail to them.

THIS REFERRAL PARTNER MARKETING PROGRAM AGREEMENT ("Agreement") is made by and between Advercalls Inc., a Nevada Corporation ("MEA", "We", "Our" or "Us," as applicable), and You, as a Referral Partner ("You", "Your", or "Referral Partner," as applicable) for purposes of the MEA Referral Partner Marketing Program ("Program") and Your receipt of MEA-authorized marketing materials related thereto ("MEA Marketing Materials"). You must agree to abide by the terms and conditions contained in this Agreement in order to participate in the Program. Please read this Agreement carefully before registering for the Program. By registering as a Referral Partner of the Program, You indicate Your acceptance to the Terms and Conditions below. MEA reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Program at any time. Any changes made will be posted to the MEA'S main web site, and it is Your responsibility to check the web site for any changes.

As used in this Agreement, the terms noted below shall be defined as follows:

"Referral Partner" means an individual or business generating his, her or its own traffic and thus shall be rewarded for legitimate click through leads that benefits MEA through the Program. Referral Partners use the Program to gain tracking, reporting and receipt of Sales Commission payments.

"Spam" means any email which is sent out by you and which results in a complaint to Us or our hosting provider. It also means any email which is sent out to you by a party who has not specifically given You permission to send them emails, regardless of whether or not those email are CANSPAM compliant.

"Visitor" means any person, or user that clicks on a MEA provided link to a MEA website, accessed through a Referral Partner's website e-mail, or social media posting.

"Sale Commission" means the amount that MEA has agreed to pay to each Referral Partner for each Visitor referred to a MEA web site that results in an authorized, legitimate sale by MEA of one of its products or services. Sales Commissions will be based on net sales minus any refunds. Sales Commissions are only paid for sales made by Referral Partners to third parties. Sales Commissions will not be paid for sales made to Referral Partners themselves.

"Link" means a hyperlink provided by MEA and placed either on Referral Partner's own web site, distributed by the Referral Partner via e-mail, included in social media posting by the Referral Partner, or a sponsored link displayed as part of any Internet search engine results that, when clicked on, sends a Visitor to a MEA website. Links take many forms including text, a product image, buttons, banners, video or any other format acceptable to MEA.

"Your Account" or “Account” means the specific account within the Program where Sales Commissions are tracked, reported and calculated.

GENERAL TERMS AND CONDITIONS

The Program allows Referral Partners to participate in MEA's marketing efforts. As a Referral Partner, You may post or link to MEA Marketing Materials on Your independent web site, via emails you send out, through postings to social media sites, or otherwise in Links that You sponsor. All Referral Partner relationships will be conducted and managed through the Program. In order to place Links, You must first be approved by Program to become a Referral Partner. The current Sale Commission rate is 50% on any courses developed by the Academy. Commissions vary for courses developed by external academy instructors. MEA reserves the right to change the Sale Commission rate at any time by posting a revised rate on these Terms and Conditions and by informing Referral Partners of the change via email to the then current email listed in the Referral Partner’s record. Sale Commissions will be calculated each month and payment of the same will be held for at least 30 days after MEA's receipt of customer's payment to allow for any refunds to be deducted. In the event You violate these Terms and Conditions or We discontinue the Program, we may, in our sole discretion, remove You from the Program with a complete forfeit of all Sale Commissions. We may e-mail You with any changes or updates to the Marketing Materials, the Program and/or MEA's related products and services.

You may not post any MEA Marketing Materials on any hate sites, adult sites, or any other web sites determined by MEA to be ineligible for participation in the Program. MEA reserves the right to terminate this Agreement with You without further notice or compensation if it deems Your web site inappropriate. All statistics as collected and calculated by MEA will be the only valid method for calculating the Sale Commissions. Any page that contains MEA Marketing Materials must be written in English. As a Referral Partner, You may only have 1 (one) Account ("Your Account"). You can list multiple domains in Your Account, but only one Account is allowed. Your physical address listed for receiving checks MUST be Your actual address. The use of mail forwarding services, for the purpose of avoiding network demographics, is NOT allowed. You cannot SPAM. Do NOT send unsolicited communication (including, but not limited to e-mail, SMS, fax, voice broadcast) to lists or groups to whom You do not have permission to send such messages. MEA will terminate Your account on the first offense of SPAMMING. You may place banners or links within Your newsletters, in the content of Your web site, or within your accounts on acceptable social media sites, or other web-related content. The integrity of all MEA Marketing Materials must remain intact. You may not change, adapt, reword or alter the copy or content of any MEA Marketing Materials in any way without the prior written consent of MEA and any failure to comply with this policy will result in the termination of Your status as a Referral Partner and Your forfeit of all earned but unpaid Sale Commissions.

Fraud is a serious offense, and will be treated as such. As used herein, "Fraud" means any action that intentionally attempts to create false sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating Sale Commissions. Misuse of MEA Marketing Materials, including the use of banners or links in unapproved areas, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guest books etc. is cause for Your Account to be terminated with a forfeit of all Your Sale Commissions. Reporting or committing false or fraudulent transactions in an effort in increase Your Sale Commissions is illegal, will not be tolerated, and will result in termination of Your Account and forfeit of all Your Sale Commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN YOU BEING TERMINATED, YOUR FORFEIT OF ALL SALE COMMISSIONS AND MAY RESULT IN THE FRAUD BEING REPORTED TO LEGAL AUTHORITIES.

PRIVACY POLICY

MEA respects the privacy of its Referral Partners and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions please contact Partners@marketingeducation.org. MEA makes no representations whatsoever about any other Web site which You may access through the Program. In addition, a Link to a non-MEA Web site does not mean that MEA endorses or accepts any responsibility for the content or the use of such Web site.

REGISTRATION

To register as a Referral Partner, You must be at least 18 (eighteen) years of age, and if you are a US resident, and will earn more than $500.00 in the program, you must supply a valid tax identification number by submitting a completed and signed W-9 (Request for Taxpayer Identification Number & Certification), which may be Your social security number for individuals or an IRS-issued employer identification number for corporations or other entities; or if you reside or conduct your primary business outside of the United States, you must provide MEA with a completed W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) if you are an individual or a W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) if you are a non-United States registered business. You shall notify MEA by e-mail at Partners@marketingeducation.org of any known or suspected unauthorized uses of MEA Marketing Materials posted on any web site you own or control, or any known or suspected breach of security concerning any MEA Marketing Materials.

ACCEPTED USE

You represent to MEA that Your web content is solely owned by You or provided by You with the express authority of the company You represent that your web content does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as a Referral Partner or otherwise any content, or host any web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As a Referral Partner, You may not artificially inflate traffic counts to MEA's site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links to inflate traffic. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to MEA for that Link. If You are terminated from the Program, we may withhold Your Sale Commissions and You will not be allowed to re-join the Program as a Referral Partner.

LIMITATION OF LIABILITY

MEA has no responsibility or liability as a result of Your placement of authorized Links from Your Web site and You agree to indemnify, defend, and hold harmless MEA and its Referral Partners, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

OWNERSHIP AND LICENSES

Each Referral Partner is granted a non-exclusive, limited, revocable right to use the MEA Marketing Materials. All images, technology and content provided for Your use is and shall remain the sole property of MEA and no part thereof shall be deemed assigned or licensed to You unless expressly state in writing by MEA. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain MEA's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. MEA may immediately terminate Your license to use the MEA Marketing Materials and all related marks if MEA reasonably believes that such use dilutes, tarnishes or blurs the value of MEA's marks. You acknowledge that Your use of the MEA Marketing Materials and the MEA marks will not create in You, nor will You represent that You have, any right, title or interest in or to such items other than the license granted by MEA. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge MEA's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of MEA.

VIOLATION

If you violate any term or condition herein, this Agreement may be terminated by Us without notice and you hereby agree to forfeit any future and/or unpaid commissions in compensation for the breach.

This includes the sending Spam email to promote MEA, which is specifically prohibited and will result in the total loss of commissions payable under this Agreement. If you promote the service by email, it must be to a list that has specifically given you (personally) permission to email to them.

NON-ASSIGNABILITY

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement or any rights or obligations hereunder may not be assigned or otherwise transferred by You to any third party without the prior written consent of MEA.

TERM

The term of this Agreement shall commence upon MEA's approval of Your MEA Marketing Referral Partner Application and shall terminate when either You or We provides written notice of termination to the other party hereto.

JURISDICTIONAL ISSUES

This Agreement shall be governed by the State of Nevada, regardless of conflicts of law. The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of California, USA and You consent to such jurisdiction.

MISCELLANEOUS

YOUR ACCEPTANCE OF AND ENTRY INTO PROGRAM IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall in no way be affected or impaired. MEA's relationship with respect to Referral Partner is that of an independent contractor. Nothing herein shall be deemed to create a relationship of agency or partnership. These Terms and Conditions and the MEA Marketing Referral Partner Application represent the entire agreement between You and MEA with respect to the Program.