1.      Overview.

1. Wiley Long Enterprises, Inc., a Colorado corporation ("HSA for America"), operates the www.HSAforAmerica.com web site (the "Destination Site"). As part of the Destination Site, HSA for America offers the CPA Affiliate Program ("Program"), through which approved companies operating their own web sites and/or subscription email services ("Publishers") are granted a limited, non-exclusive right to: (i) advertise and promote HSA for America goods and services and the Destination Site in a manner in compliance with this Agreement, (ii) post or circulate one or more approved graphical or textual internet hyper-links to the Destination Site ("Link(s)"), and (iii) direct visitors to the Destination Site.
   
   
2. Publishers are offered the opportunity to earn a commission for referring unique customers to the Publisher's web site (i) who click on a Link to the Destination Site, and (ii) who complete the Transaction required under the Program on the Destination Site. The definition of "Transaction" and the commissions that may be earned by Publishers through the Program will be set forth on the Program Page for HSA for America (the "Program Page"). The commissions and all other information set forth on the Program Page may be changed from time to time by HSA for America by posting such changes on the Program Page and notifying Publisher with seven (7) days notice of such changes. Payment for commissions earned shall be made by HSA for America in accordance with the terms of the Program. No long-term commitment is required.
   
   
3. Commissions will be paid to Publishers by HSA for America. Publisher acknowledges that HSA for America performs all actions, services and processing of insurance applications offered through the Destination Site and all other matters relating thereto, including but not limited to (i) the solicitation of insurance policies, (ii) the processing of insurance binders and other insurance related documentation, (iii) the collection of insurance premium payments, and (iv) all other insurance agent functions and activities (collectively, the "Insurance Activities"). The parties intend that the compensation payable by HSA for America to Publishers under this Agreement shall not constitute an insurance commission, and the parties agree that Publishers are not, by providing the Links, engaged in any Insurance Activities, and HSA for America shall not pay any commission to you based upon the condition that a Customer purchase an insurance policy through HSA for America. If HSA for America determines that this compensation method is not in compliance with applicable federal, state or other laws and regulations, HSA for America will determine an alternative compensation method in its reasonable discretion.

2.      Approval.

1. Participation in the Program is subject to HSA for America's approval. Prospective Publishers must first submit an application to HSA for America in order to become an "approved" Publisher eligible to post Links to the Destination Site and earn commissions. After the application has been submitted, HSA for America will notify the prospective Publisher in writing (by e-mail or otherwise) whether or not it has been approved (approval is in HSA for America's sole discretion). Publisher is not authorized to post Links to the Destination Site for any Publisher web site that has not been approved in advance by HSA for America (in its sole discretion).
   
   
2. During the application process, Publisher must acknowledge its acceptance of these Standard Terms and Conditions (the "Agreement") by clicking-through the "acceptance" button thereby assenting to the Agreement. This Agreement shall apply only to approved Publishers who accept this Agreement and only Publishers who accept this Agreement may participate in the Program.
   
   
3. Other than the payment of commissions, Publisher shall have no claims to any additional compensation, commissions or business derived by or through a Destination Site.
   
   
4. Participation in Program does not constitute an employment, broker or agency relationship between Publisher and HSA for America nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties.

3.      Authorization to Link to Destination Site.

1. In the event Publisher's application is accepted by HSA for America, Publisher may use (to the extent provided in Section 3(B) below) the Links available on the Program Page as necessary to participate in the Program. HSA for America will provide the HTML for such Links at the Program Page, including a special promotion identifier that will make possible tracking and reporting of all Transactions acquired through Publisher's web site. It is the Publisher's responsibility to properly integrate the Links into its web site and e-mails in accordance with the instructions available on the Program Page, and HSA for America shall not be liable to Publisher for Publisher's failure properly to integrate the Links into Publisher's web site or e-mails. Publisher agrees not to modify any Links in any way without the prior written permission of HSA for America. Publisher may only display the Links on Publisher's web site for which Publisher's application was approved, and if Publisher has web sites other than such approved web site, Publisher must submit an application and accept and agree to the terms of this Agreement for each additional web site to display the Links on such web site. Without limiting the foregoing, Publisher shall not promote or otherwise announce the availability of the Links anywhere other than within Publisher's web site or in e-mails sent to Publisher's customers in accordance with Section 5(D) below.
   
   
2. Notwithstanding Section 4.1 of your Publisher Service Agreement entitled, "Proprietary Rights and Licenses", HSA for America hereby grants to Publisher a nonexclusive, revocable, non-transferable and non-sub licensable license to display on Publisher's web site and in e-mails the HSA for America Links solely as necessary for, and for the purpose of, promoting the services associated with the HSA for America Links and identifying Publisher as a participant in the Program. To the extent that HSA for America Links contain HSA for America's trademarks, service marks or trade names, Publisher shall not use such marks in a manner that might be deemed to create a unitary composite mark. Publisher also agrees not to use the HSA for America Links in a manner that is, or otherwise include materials on Publisher's web site that are, disparaging of HSA for America or any third party. HSA for America reserves all proprietary rights in and to the HSA for America Links not expressly granted herein. Publisher agrees that this license can be revoked upon notice in accordance with 3(C) or 4(B) below. Publisher agrees upon receipt of such notice immediately to cease using all HSA for America Links. HSA for America shall retain all right, title and interest in the Destination Site and all intellectual property rights therein.
   
   
3. You agree that Section 4.3 of your Publisher Service Agreement entitled, "Terminating Licenses", does not apply to this Agreement and your participation in the Program. Instead, Publisher agrees that HSA for America may terminate any authority to display or distribute Links, as well as any sublicense and/or license, under this Agreement, immediately upon written notice to the authorized party/sublicense/licensee if HSA for America has reasonable concerns that the authorized party/sublicense/licensee is diluting, tarnishing or blurring the value of HSA for America's trademarks, service marks, and/or trade names, and/or breach of HSA for America's other intellectual property rights.

4.      Term and Termination.

1. The term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) HSA for America shall provide Publisher with seven (7) days notice, except as provided for in Section 7(B) below.
   
   
2. This Agreement may be terminated immediately by HSA for America in the event that Publisher: (i) operates an illegal business through its web site and/or subscription e-mail list; (ii) engages in any illegal activity of any type, including but not limited to displaying illegal content on its web site and/or in its subscription e-mails or offering any illegal goods or services through its web site and/or subscription e-mails; (iii) its web site or e-mail Link to its web sites contain or promote, any content which HSA for America, in its sole discretion, believes is misleading, abusive, violent, bigoted, hate-oriented, or pornographic; (iv) engages in indiscriminate or unsolicited commercial advertising e-mails; (v) places Links to a Destination Site in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources; (vi) causes or enables Links to a Destination Site which are not made in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScript popup windows and redirects; (vii) establishes or causes to be established any promotion that provides any rewards, points or compensation for Qualified Leads, or that allows third parties to place Links to the Destination Site without HSA for America's prior written permission; (viii) breaches the licensing provisions of this Agreement; (ix) breaches any other intellectual property right, provision of this Agreement, or other of common law intellectual property rights of HSA for America; and/or (x) dilutes, blurs or tarnishes the value of HSA for America's Marks.
   
   
3. For purposes of notification of termination by HSA for America, delivery via email is considered a written and immediate form of notification.
   
   
4. Upon any termination of this Agreement, HSA for America and Publisher will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve Publisher from any liability arising from any breach of this Agreement occurring prior to termination.
   
   
5. Upon termination of this Agreement, (i) HSA for America's acceptance of additional referrals obtained through Publisher shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) Publisher shall be entitled only to those unpaid commissions, if valid, earned by Publisher on or prior to the date of termination; (iii) Publisher shall in no event be entitled to commissions with respect to any amount of referrals delivered after the date of termination; (iv) all rights and licensees of Publisher hereunder shall immediately terminate; and (v) Publisher shall cease all uses of any trade names, trademarks, service marks, logos and other designations of HSA for America or the Program.

5.      Prohibited Conduct.

Publisher may not engage in any inappropriate, misleading, deceptive or unlawful conduct ("Prohibited Conduct") in connection with the Program or this Agreement. "Prohibited Conduct" shall be determined by HSA for America in its reasonable discretion and includes, but is not limited to, the following:

6.      Limitation of Liability; Disclaimer; Indemnification.

1. Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT PUBLISHER SHALL REMAIN LIABLE TO HSA for America TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 6(C). IN NO EVENT SHALL THE LIABILITY OF HSA for America IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES EXCEED THE AMOUNT PAID OR PAYABLE BY HSA for America TO YOU UNDER THIS AGREEMENT.
   
   
2. No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ADDITIONALLY, ALL OF HSA for America'S AND ITS PARTNERS' WEBSITES, THE HSA for America LINKS, THE PROPRIETARY SOFTWARE USED TO CONNECT TO AND USE THE HSA for America SERVICE ("HSA for America SOFTWARE"), AND THE HSA for America SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE."
   
   
3. Indemnification. Publisher agrees to defend, indemnify and hold harmless HSA for America, its subsidiaries and affiliates, and their respective officers, directors, agents, distributors, franchisees and employees against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a third party ("Liabilities") based on (i) Publisher's material breach of any covenant, duty, representation, or warranty of this Agreement, and (ii) materials contained on Publisher's web site (including any allegation that such materials infringe a third party's proprietary rights).

7.      Additional Terms.

1. Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of HSA for America. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
   
   
2. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.
   
   
3. No delay or failure by HSA for America in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
   
   
4. The rights and remedies of HSA for America are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Publisher acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy.
   
   
5. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.
   
   
6. By applying to the Program, and by accepting this Agreement, Publisher executes, accepts, enters into, and becomes party to this Agreement, effective on the date of such acceptance to this Agreement.
   
   
7. HSA for America reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days prior written notice to Publisher. If any modification is unacceptable to Publisher, Publisher's sole recourse is to terminate this Agreement. Publisher's continued participation in the Program after notice of modification to the terms and conditions of this Agreement constitutes Publishers binding acceptance to the change.
   
   
8. This Agreement shall be governed by the laws of the State of Colorado (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts in Denver, Colorado. Publisher consents to such venue and jurisdiction.
   
   
9. Official notices to HSA for America should be sent via e-mail to affiliate@hsaforamerica.com or any replacement e-mail address provided on the Program Page.

BY APPLYING FOR THE HSA for America PROGRAM AND CHECKING THE "ACCEPT TERMS" BOX, YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THE ABOVE AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.