I, as a member of the UltimateRep downline club, [Member] by clicking the acceptance button below, accept, and agree to be legally bound by the following terms and conditions:

1.0 RECITALS. This website (including replications in full or in part thereof) is owned and operated by Kevin E Anderson Consulting, Inc dba UltimateRep.com [Ultimate]. Use of a replication of this website is offered conditioned upon acceptance by the Member of the terms, conditions and notices set forth herein. Member accepts and agrees to be legally bound by any and all amendments and modifications made to the agreement, from time to time as posted on the website, after Member's original acceptance. Member acknowledges that Member is at least 18 years of age.

2.0 DEFINITIONS AND GENERAL. Ultimate reserves the right to accept or reject any Member application. There is no application fee or purchase required to become an Independent Member. A "Provider" shall mean an online business which provides products or services to the public as promoted by the Member. "Website" means an Ultimate owned and activated website for the free use (subject to this Agreement) by the Member during the term of this Agreement. All data supplied and entered by Member shall be truthful, factually accurate information. Misrepresentations or fraudulent statements supplied in connection with this Agreement shall cause immediate termination. All Intellectual property on or contained within the pages of this website, such as but not limited to the name, trade names, trademarks, service marks, logos, copyrights, text, procedures, compensation plan, Member names or ID’s, URL names, email addresses and phone numbers remain the property of Ultimate. Proprietary information such as, but not limited to, any information contained on the Member’s private pages (accessible by password) shall not be disclosed by Member to any third party. This Section shall survive termination under this Agreement. Products and Pricing. Ultimate has the right to change products and services or, from time to time without prior notice, modify pricing of products and services that are offered by Ultimate. Any such changes or modifications shall become effective immediately upon Ultimate's posting on the website unless otherwise specified.

Amendments or Modifications: Ultimate reserves the right to amend and modify the terms and conditions of this Agreement, from time to time without prior notice. Any such amendments or modifications shall become effective immediately upon Ultimate's posting on the website unless otherwise specified. The Agent reaffirms the Acceptance of this Agreement with Ultimate, as modified, upon every occasion the Agent uses the Website and specifically when accepting or negotiating any compensation payments, if applicable, delivered by Ultimate to the Agent.

This Agreement includes any and all material, such as but not limited to all information, posted by Ultimate on any public or private pages of the website and are expressly incorporated herein by reference.

3.0 APPOINTMENT AND TERM

3.1 Appointment. Ultimate appoints Member as a non-exclusive independent sales Agent for Ultimate-supported Vendors for the term of this Agreement and Member accepts appointment. The Member is an independent contractor compensated for marketing products and services for Ultimate-recommended vendors. The Member is not a franchisee or a distributor of Ultimate. The Member is responsible for all expenses incurred as a result of this Agreement or otherwise.

3.2 Term. The term of this Agreement [Term] shall commence on the date Ultimate accepts the Member application and shall continue until this Agreement is terminated pursuant to the provisions contained herein. Certain identified Sections herein shall survive termination under this Agreement. If Member is inactive, specifically that Member's Empowerism membership is suspended or terminated, Member may be considered terminated and the website may be revoked.

3.3 Commissions. Ultimate does not accept payment from Members; nor does it make any.

3.4 Independent Contractor. This Agreement does not create an employer-employee relationship between Ultimate and Member. Member is an independent contractor and not Ultimate's employee for any purpose. Member does not have express, implied or apparent authority to enter into any contract on behalf of Ultimate or otherwise to bind Ultimate unless authorized, in writing, by an officer of Ultimate. Ultimate will not be liable for any obligation incurred by Member, except as otherwise provided herein. Member shall indemnify and hold harmless Ultimate from any claims, damages or liabilities arising out of the business practices of Member.

4.0 REQUIREMENTS AND DUTIES

4.1 Website. Website. Agent shall be permitted to have no more than one Website. Ultimate may permit use of more than one Website for Agent upon request, provided such additional Website(s) shall be attributed only to the Agent and shall be linked into Agent’s one primary Website. All products and services marketed by Agent shall accumulate as and through the one primary Website with regard administration and pursuant to Ultimate 's compensation plan.

4.2 Regulatory Compliance. Member shall comply with all federal, state and local taxes and regulations governing the sale of Ultimate’s products and services. Member shall be responsible for payment of income tax, self-employment tax and other tax of any nature, if any, due and owing to any federal, state, county, municipal, country, province, territory or any other governmental taxing authority for the Member and any employee-representatives. Such taxes are the responsibility of Member, who shall indemnify and hold harmless Ultimate for payment of any such taxes.

4.3 Status Change and Death or Disability. Member is required to report to Ultimate any change in status that may affect Member’s rights to receive any commission or other compensation from Ultimate. Such change in status may include, a change of marital status or a change from individual to corporation, partnership or other legal entity. This Agreement shall not be assigned or transferred without prior written approval of Ultimate. In the event of death, disability or incapacitation of an Member, the Member’s representative, executor, trustee or court appointed advocate for the estate of the Member shall notify Ultimate to request an assignment of change of status. Member and the estate shall indemnify and hold harmless Ultimate for any and all claims related to the payment of commissions, or lack thereof, to the Member or the estate.

4.4 Harm. Member shall refrain from any and all conduct that may be harmful to the reputation of Ultimate or the Providers of the products and services offered by Ultimate. Member shall refrain from and avoid all deceptive, misleading, unethical or discourteous conduct or practice.

4.5 Unauthorized Products and Services. Member shall not use the Website to promote, market or sell products or services that, directly or indirectly, are not specifically authorized in advance by Ultimate. Ultimate reserves the right to immediately deactivate and terminate the use of the Website by Member when, in its opinion and sole discretion, Ultimate determines that Member has violated the permitted use of the Website.

4.6 Licensed Materials. Ultimate's intellectual property rights shall not be duplicated, produced, copied, marketed or distributed in whole or in part and shall not be replicated in deceptively similar form or style, directly or indirectly, by Member or any third party, except as authorized by prior written approval by Ultimate. The Member's use of any intellectual property is limited to the time-term and the explicit purpose that Member actively markets the products and services offered by Ultimate. This Section shall survive termination under this Agreement.

5.0. GENERAL USE OF WEBSITE

5.1 Duties of Ultimate, pursuant to this Agreement, shall be to provide Member with access to the designated Website.

5.2 Website Privacy. Ultimate shall not disclose to third parties any personal information that Member submits to Ultimate. Such data shall be used for the sole purposes of Ultimate for the administration of the account of, notices to, periodic contact with Member or any other purpose Ultimate deems necessary.

5.3 Availability of Website. Ultimate shall notify Member by posting or e-mail of scheduled upgrade or maintenance work on the Website. Ultimate does not warrant that the Website will be available to Member on a continual twenty-four hour basis as a direct or indirect result of Internet delays and delays caused by the Ultimate 's upgrading, modification, or need for standard maintenance by Ultimate.

5.4 Website Deactivation. Ultimate reserves the right to remove any statement, graphic image or other item, the presence of which violate the terms and conditions of this Agreement. Ultimate reserves the right, in the alternative, to immediately deactivate and terminate the use of the Website by Member without prior notice, in the event Member violates any of the terms and conditions of this Agreement, now in existence or as modified from time to time.

5.5 Restrictions of Use. Member shall be obligated to continuously check the Website for any changes in rules or regulations. Member agrees to not post, directly or indirectly on or by links to any other websites, any of the following material or information to the Website: (a) intellectual property copyrighted or trademarked by others; (b) abusive, defamatory or inflammatory statements; (c) statements which contain vulgar, obscene or indecent statements or graphical images; (d) statements which threaten the person of others;(e) advertising or other forms of solicitation; (f) statements which are hateful, racially offensive or advocate illegal or immoral activity; (g) statements about political issues or campaign materials; and (h) any materials not specifically approved by prior written consent of an officer of Ultimate.

5.6 Limitation of Liability: Website services provided by Ultimate are provided as is, without warranty of any kind to Member or any third party, including, but not limited to, express or implied warranties of: (a) merchantability; (b) fitness for a particular purpose; (c) effort to achieve purpose; (d) quality; (e) accuracy; (f) non-infringement; (g) quiet enjoyment; and (h) title. Member agrees that any efforts by Ultimate to modify its products or services shall not be deemed a waiver of these limitations. Member further agrees that Ultimate shall not be liable to Member or any third party for any direct, indirect or other consequential damages for any use of the website or any other linked website, including, without limitation, any loss of profits, loss of use, interruption of business, whether under the terms and conditions of this agreement or otherwise, even in the event Ultimate was advised of the possibility of such damages or was grossly negligent. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply. In such jurisdictions, Ultimate's liability is limited to the greatest extent permitted by law.

6.0 PRACTICES, VIOLATION AND NON-CIRCUMVENTION

6.1 Spamming. Member shall not engage in or facilitate any form or way of spamming. Spamming, occurs when a party uses any unauthorized or unsolicited communication or transmission of information or material by phone, facsimile, email or other telecommunication equipment to another individual or entity not having a prior business or personal relationship with that sender. Specifically, unsolicited advertisements sent by telephone or facsimile are restricted by federal law. Legal action may be filed by any party or Ultimate to recover actual monetary loss from Member as a result of such violation, with damages for each such violation, whichever is greater. This Section shall survive the termination of this Agreement. Ultimate will take all action necessary to protect Ultimate customers against Spamming, including, but without limitation, termination of Member.

6.2 Violation of Laws and Regulations. Member acknowledges that certain local, state and federal laws and regulations apply to Member as an independent contractor and as an individual, and agree to comply with all applicable local, state and federal laws. Further, Member agrees to defend, indemnify, and hold harmless Ultimate, including Ultimate's affiliates, subsidiaries, Members, directors, officers and employees, against all claims, damages, losses, liabilities and expenses of any kind or nature, including but not limited to reasonable attorney fees, which arise out of or relate to the failure of Member to comply with such applicable laws and regulations in the performance of obligations under this Agreement. This Section shall survive termination under this Agreement.

6.3 Provider Return Policies. All Provider products and services purchased through Ultimate from a Provider are subject to the respective Provider's return policies. Ultimate is not responsible for a Provider's return polices and Ultimate shall not accept such returns.

7.0 MARKETING MATERIALS AND PROPRIETARY INFORMATION

7.1 Representations Regarding Ultimate or Products. Member agrees not to make any oral or written statements regarding Ultimate or Ultimate’s Providers’ products or services and the Ultimate marketing program, that are not expressly contained in the materials supplied by Ultimate to Member. Member agrees to indemnify and hold harmless Ultimate from any and all liability including judgments, civil penalties, refund, attorney fees, court cost or lost business incurred by Ultimate as a result of Member's unauthorized representations. This Section shall survive termination under this Agreement.

7.2 Member business cards, stationary and any printed material, or other public display or verbal offerings proposing to use Ultimate’s name or any proprietary marks, must be submitted by Member to Ultimate for review and approval by written consent of an officer of Ultimate prior to printing and distribution. Such approval will not be unreasonably withheld.

7.3 Reports. Ultimate will provide, when and if available, computer reports to the Member in regard to Member’s sales activity. The Member acknowledges that such reports are Ultimate's proprietary information. Reports are provided for use by Member, solely, during the term of this Agreement. Member shall not, directly or indirectly, disclose proprietary information to any third party. This Section shall survive termination under this Agreement.

8.0 SPONSORSHIP

8.1 Duties of the Sponsoring Member. Member must assist, train and perform bona fide supervisory functions in developing new sponsored Members into proficient marketers of the products and services offered by Ultimate to the consumer. Such supervision may include, but is not limited to: e-mail, newsletters, written correspondence, personal meetings, telephone contact, voicemail, training sessions, and sharing information with all of those sponsored by Member.

8.2 Conflict and Reassignment of Non-Productive Members. In the event two Members claim to be the sponsors of the same new sponsored Member, the sponsored individual or entity may select which Member shall be the sponsor by emailed or written notification to Ultimate. In the event the upline of the Member is removed, in full or in part, at the sole discretion of Ultimate, due to inactivity for more than 180 days the sponsored Member may be reassigned to another Member by Ultimate.

8.3 Transfer of Sponsorship is rarely permitted and is actively discouraged. Ultimate believes that maintaining the integrity of sponsorship is essential for the success of the system. In the event an Member elects to pursue such a transfer, a written request shall be presented to Ultimate stating the relative facts and the premises for the transfer.

9.0 TERMINATION

9.1 Member may terminate the relationship with Ultimate at any time and for any reason, simply by written or email notification delivered to Ultimate. In the event Member elects to terminate this Agreement and the relationship with Ultimate, all rights to receipt of compensation, including but not limited to all commissions, bonuses or discounts on products and services shall terminate immediately.

9.2 Ultimate reserves the right to terminate the relationship with Member at any time in the event that in Ultimate 's sole opinion Ultimate determines that Member has violated: (a) any of the terms and conditions of this Agreement, as it presently exists or as it may be amended or modified from time to time; (b) any provision of applicable laws, rules or regulations; (c) any standards of fair and honest dealing, including but not limited to Member’s dealing in any secret arrangement, deceit, collusion or conspiracy with any third-party to circumvent any existing provision or non-compete agreement by and between that third-party and a respective contracting-party to which the third-party has an apparent binding obligation; (d) any Ultimate policy or procedure; or (e) the Member's neglect or failure to maintain and provide Ultimate with a current email address, mailing address, phone number(s) or other pertinent data deemed necessary at the sole discretion of Ultimate. The act of termination of an Member carries with it the corresponding termination of any and all current or future compensation that may be attributed to products and services marketed on behalf of Ultimate by the Member or the down line Members thereof, while acting in the Member capacity.

9.3 In the event of termination of Member, the sole obligation of Ultimate shall be to notify Member at the last known e-mail address provided by Member to Ultimate. The termination shall be effective immediately, unless otherwise stated in the notice.

9.4 Termination Notice and Appeal. Member shall have a 15-day period from the date of transmission of the email notification in which to appeal the termination in writing. In the event Ultimate does not receive the Member's written appeal within the 15-day period, then termination shall be final and effective as of the date of notification of termination. In the event Member files a written appeal, timely, Ultimate shall (a) review the factual basis of the written appeal; (b) consider the premises of the termination; (c) consider any alternative action that may be appropriate; and (d) notify Member of Ultimate's final decision. Ultimate’s decision shall be final and subject to no further review. In the event Ultimate upholds the termination, the effective date shall be the date of original notice of termination emailed by Ultimate.

10.0 MISCELLANEOUS

10.1 This Agreement constitutes the entire understanding between the parties hereto regarding the subject matter of this Agreement, and no other representation, inducement, agreement, promise or understanding altering, modifying, taking from or adding to the terms of this Agreement shall have any effect unless the same is reduced to writing and duly executed by the parties hereto.

10.2 This Agreement shall be governed by the laws of the state of Nevada. Any legal action prosecuted or instituted by licensors or licensee with respect to any matters arising out of this Agreement shall be brought in either the Superior Court of the State of Washington for King County or the United States District Court for Nevada, and each party hereby consents to the jurisdiction and venue of such courts for such purposes.

10.3 In the event that any portion of this Agreement is held invalid or unenforceable by a court of law, the remainder of this Agreement shall remain in full force and effect as if such portion had never been part of this Agreement.

10.4 In the event that it is necessary for either party to this Agreement to undertake legal action to enforce any of the terms, conditions, or rights contained herein, or to defend any such action, then the prevailing party in any such action shall be entitled to recover from the other party all reasonable attorneys fees, costs, and expenses relating to such legal action.

10.5 All notices required under this Agreement shall be sent by email to the last known email address as reported by Member to Ultimate or by email or electronically through means provided on the private pages of any Member if to Ultimate, or such other person or address as may be provided in writing by either party to the other.

10.6 Indemnification. In the event Member violates the terms and conditions contained herein, Member agrees to indemnify and hold harmless Ultimate for any losses, costs, or damages, including reasonable attorneys fees incurred by Ultimate and relating to, or arising out of such a breach. The Member, not Ultimate, is solely responsible for Member's behavior and the acts or behavior of any third party accessing Members Website. Ultimate shall not undertake to resolve any disputes or litigation on Member's behalf involving use of the services described herein, and Member agrees that it shall indemnify, hold harmless and defend Ultimate against any disputes involving use of the Website.

I HAVE READ AND UNDERSTAND THE TERMS, CONDITIONS AND NOTICES OF THIS AGREEMENT. BY CLICKING THE "JOIN NOW!" BUTTON, WHICH ALSO REPRESENTS MY "ELECTRONIC SIGNATURE", I AFFIRM MY ACCEPTANCE TO BECOME A Member SHOULD ULTIMATE ACCEPT MY APPLICATION.