Affiliated Distributor Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Commonwealth Capital Advisors Affiliate Program.

Terminology: Commonwealth Capital Advisor's Affiliated Distributor Program the "Program." This Affiliation Agreement, "Agreement", is made between Affiliate Applicant, the "Applicant," "Affiliate," "Affiliate Program Member," "You," "Your," or "Yourself," and Commonwealth Capital Advisors, LLC, "Commonwealth," "Commonwealth Capital Advisors," "Company," "We," "Us," or "Our" collectively known as the "Parties." "End User" means a purchaser, client, or customer of an Affiliate or Commonwealth Capital Advisors. A "Product" is any product listed on our site that is fulfilled by us, or any product sold by a third party seller on our site. A "Third Party" is any company that provides a product or service to Commonwealth Capital Advisors, in regards to Commonwealth Capital Advisors acting as a reseller, wholesaler or as a distributor. A "Site" can mean singular and plural and our website(s) or your website(s), referenced in context.

Term of Agreement: The term of this Agreement will begin upon your acceptance of the Affiliate Agreement (this text), the submission of your Affiliate Application to join the Affiliate Program and acceptance of the application by Commonwealth Capital Advisors located at: Bank Bldg. Professional Center, 210 E Main St. Suite 4A, Harbor Springs, Michigan 49740. This Agreement will end when terminated by either the Affiliate or Commonwealth Capital Advisors LLC. Either party may terminate this Agreement at any time, with or without reason, by giving the other party suitable notice of termination. Any breach of any provision of this Agreement by either party will constitute immediate termination on the date of the activity that constituted the breach.

Affiliate Advertisement and Promotion: Affiliate may not advertise or promote Commonwealth Capital Advisors or any of its products or services by any illegal or unethical means. Commonwealth Capital Advisors, LLC will make the final decision as to what constitutes an unauthorized method of advertisement. Affiliates who use these methods to promote Commonwealth Capital Advisors LLC's Products will be terminated without notice and will forfeit all unpaid commissions earned and will be considered terminated immediately, as a breach of this Agreement.

Examples of unauthorized and prohibited advertising or promotional methods include, but are not necessarily limited to:

1. Spam or by unsolicited e-mail;
2. Cross posting on Usenet Newsgroups;
3. Promotion from an Adult, Hate, Misleading, or Obscene web site;
4. Advertising or Promotion, which misrepresents Commonwealth Capital Advisors LLC's products or services;
5. Advertising or Promotion, which promotes violence;
6. Advertising or Promotion, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
7. Advertising or Promotion, which promotes illegal activities;
8. Advertising or Promotion, which is inconsistent with the Company's Policies and Procedures Manual and the Company's Code of Ethics;
9. Advertising or Promotion, which otherwise violate intellectual property rights.

Commission Payout Grid:

• · Proprietary Product Sales: Affiliate Program Members are paid 25% of "Gross Sales" on all of our Company's Product sales on three levels. This is a 3-tier Affiliate Program. This means you or your company shall be paid for all direct sales of our Products, for sales of Affiliates who join below you or your company to sell our Products, and for the sales of the Affiliates who join below those Affiliates who join to sell our Products.
• · The 25% Commission is split between the three "Tiers."
1. 10% Tier 1 (Your direct sales)
2. 10% Tier 2 (Your front line Affiliates' direct sales)
3. 5% Tier 3 (Your 2^nd Tier's Affiliates' direct sales)

Commissions are payable only on the Financial Architect System™.

For example, with an Affiliate's Promotional Code or Click through from the Affiliate's Website, the Company's Private Placement Producer™ costs the End User $1440.00. (1599.00 Published Retail Price less the $159.00 discount triggered by you or your company's or any of your Affiliates' promotional code(s)). If you or your company produces a direct sale of the program, you or your company shall earn and receive a $144.00 commission (10% of the $1440.00 discounted Gross Sale for 1^st Tier direct sales). If you or your company signs a 2^nd Tier Affiliate and that Affiliate sells the program, you or your company shall earn and receive a $144.00, (10% of the $1440.00 discounted Gross Sale for every 2^nd Tier sale). If you or your company's 2^nd Tier Affiliate signs a 3^rd Tier Affiliate and that 3^rd Tier Affiliate sells the product, you or your company shall earn a $72.00 commission, (5% of the 1440.00 Gross Profit for every 3^rd Tier sale).

• Commission Payments: For a Product sale to be eligible to earn a commission, the customer must click-through a CCA Link from your site or one of your affiliates' sites to our site; add the Product to his or her shopping cart; and purchase the Product via our payment system.
  
  Affiliates opting to be paid via regular check delivered through the US Postal Service shall be issued and sent a check for all earned commissions and sent within 10 days of the end of the commission month. For instance, commissions earned in July will be issued a check to be sent no later than August 10^th. Affiliates opting to be paid via electronic draft (E-Check) drawn on a US Bank and electronically transferred to Affiliate's bank account shall be paid within 2 days of the end of the commission month. To receive electronic payment, an Affiliate needs to provide Commonwealth Capital Advisors with Affiliate's bank routing number and Affiliate bank account number. There is a $100.00 minimum commission amount required for any type of commission payment. Affiliate may only earn commissions while the Affiliate Agreement is in affect. Any commission earned, but not paid, before termination shall be paid to the Affiliate on the following commission pay date. Commission amounts paid on any purchases that result in a charge back from an End User, shall be deducted against the Affiliate's commission account during the period, which the charge back occurred. We shall attempt to notify Affiliate of any charge back, to enable the Affiliate to save the sale, before the end of the commission pay period.

Affiliate Purchases: Affiliates are not obligated, but are encouraged to purchase Commonwealth Capital Advisors' products through their own referral URL using their promotional code. However, Affiliates will not receive commissions on products purchased for their personal use. Affiliates are only paid commissions on purchases by third parties.

Links on your Site(s) to our Site: Once you have been notified that you or your company has been accepted into the Program, you or your company may provide on your site(s) one or more of the following types of links to our site: Product Links: You may select one or more Products to list on your site. We will provide you with instructional guidelines and graphical artwork to use in linking to our site. To permit accurate tracking, reporting, and commission accrual, we will provide you with special "tagged" link format(s) to be used in all links between your site and our site. You must ensure that each of the link(s) between your site(s) and our site properly utilizes such CCA link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such CCA link formats are referred to as "CCA Links." You will earn commissions only with respect to activity on our site occurring directly through CCA Links; we will not be liable to you with respect to any failure by you to use CCA Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Affiliate Program and placing any of the above links within your site, Commonwealth Capital Advisors may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Commonwealth Capital Advisors program constitutes your specific and unconditional consent to and authorization for Commonwealth 's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Commonwealth's Privacy Notice.

Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the Commonwealth Capital Advisors site; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any site other than the Commonwealth Capital Advisors site; and (g) promptly delete any Content that is no longer displayed on the Commonwealth Capital Advisors site or that we notify you is no longer available for an Affiliate's use.

Order Processing: We will process Product orders placed by customers who follow CCA Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using CCA Links from your site to our site and will make available to you reports summarizing this sales activity. We shall make these reports available to you online and in real time. The form, content, and frequency of the reports may vary from time to time due to technical difficulties or at our discretion.

Pricing Policy: Customers who buy products through this Program will be deemed customers of Commonwealth Capital Advisors. Accordingly, all Commonwealth Capital Advisors rules, policies, and operating procedures concerning customer orders, customer service, and product 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 products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

Identifying Yourself as an Affiliate: You may not issue any press release with respect to this Agreement or your participation in the Program without prior written permission from Commonwealth Capital Advisors; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as an Affiliate Program participant. You may display this logo or any phrases on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement, (including by expressing or implying that Commonwealth Capital Advisors supports, sponsors, endorses, or contributes money to any charity or other cause).

Limited License:

We grant you a nonexclusive, revocable right to use the graphic image and text described in paragraph 9 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. Termination of this agreement by either Party shall revoke your limited license.

Responsibility for your Site: You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for, but not necessarily limited to:

• The technical operation of your site and all related equipment;
• Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
• Ensuring that materials posted on your site are not libelous or otherwise illegal; and
• Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
  
  We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Non-Circumvent and Non-Disclosure. WHEREAS, Affiliate hereto contemplates entering into or participating in one or more business transactions concurrently herewith and/or hereafter with Commonwealth Capital Advisors during the term of this Agreement. WHEREAS, Affiliate recognizes that, in the transaction of such business, Affiliate may learn from Commonwealth Capital Advisors (including associates) the identity, address, telephone numbers and other information of customers, clients, agents, brokers, buyers, sellers, financiers, investors, consultants, experts, and/or bank accounts, transaction codes, software codes, capital sources, participating investment and commercial banks and/or entities, instructional manuals, E-books, policies and procedural manuals, training manuals, terms of use and privacy statements, any other statements or agreements, document production templates, links to informational sources and other intellectual property, (hereafter referred to as "confidential information"), which Commonwealth Capital Advisors has acquired through years of investment in time, expense, and effort. Such confidential information shall remain the sole property of the Commonwealth Capital Advisors, LLC.

Notwithstanding the other provisions of this agreement, all confidential sources and information disclosed by Commonwealth Capital Advisors to Affiliate, or about as a result of this Agreement, is valuable property and shall remain the exclusive property of Commonwealth Capital Advisors. The Affiliate will maintain complete confidentiality regarding Commonwealth Capital Advisors business sources, trade secrets and/or its Affiliates' confidential information, as well as, the nature, manner, and forms of Commonwealth Capital Advisor's business dealings. Affiliate agrees not to disclose any confidential information to any entity, in perpetuity.

Affiliate will not, in any way whatsoever, circumvent or attempt to circumvent Commonwealth Capital Advisors, or any of the sources/contacts involved in any of the transactions of Commonwealth Capital Advisors. Any violation of this covenant shall be deemed as an attempt to circumvent Commonwealth Capital Advisors, and Affiliate violating this covenant shall be liable for damages in favor of Commonwealth Capital Advisors.

Affiliate agrees with Commonwealth Capital Advisors that upon any breach of this agreement, Affiliate in default will pay Commonwealth Capital Advisors: (A) the non-circumvention damages, if applicable, plus (B) all loss and/or damage sustained by Commonwealth Capital Advisors by reason of such breach, plus (C) all expenses incurred in enforcing any legal remedy and/or right(s), based upon or arising out of this agreement, plus (D) a reasonable sum for attorneys' expenses and attorneys' fees.

Reasonable Restraint: Affiliate hereby acknowledges that the restrictions contained in The Non-Circumvent and Non-Disclosure paragraph hereof are reasonable restraints upon Affiliate, and further acknowledge that any breach of those provisions could have a substantial detrimental effect upon Commonwealth Capital Advisors, the amount of which will be impossible to ascertain, and for that reason, Affiliate agrees that, in addition to any other remedy available to Commonwealth Capital Advisors under law for violation of this Agreement, that Commonwealth Capital Advisors shall be entitled to an injunction from any Court of competent jurisdiction restraining any violation of any said covenant.

Independent Contractor: Affiliate is an independent contractor with respect to Commonwealth Capital Advisors. If the Affiliate is an individual, partnership, Limited Liability Company or any other "Pass-through Entity" for income tax purposes, the Affiliate must provide Commonwealth Capital Advisors with Affiliate's social security or federal tax identification number so that an IRS Form-1099 can be generated and sent to the individual or entity after the end of each calendar year. In addition, 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 or otherwise bind the Company on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Paragraph.

Indemnification: Affiliate agrees to indemnify and hold Commonwealth Capital Advisors harmless from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against Commonwealth Capital Advisors that result from the acts, omissions, or material misrepresentations made by or of Affiliate's Officers, Directors, Employees, or Agents. 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 the total commissions paid or payable to you under this Agreement.

Disclaimers We make no express or implied warranties or representations with respect to the Program or any products 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 site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Arbitration: Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Emmet County, Michigan, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Michigan (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Assignment: You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Commonwealth Capital Advisors. 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.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by electronic transfer (via e-mail address), or deposited in the United States mail, postage prepaid, addressed as defined in paragraph two of this Agreement. Such addresses may be changed from time to time by either Party by providing written notice to the other in the manner set forth above.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a Court of competent jurisdiction or arbitration panel finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 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.

Modification: In light of keeping our relationships with our Affiliates positive, productive, and prosperous, 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 our site. We shall notify all Affiliates, via email, of any modifications, which are material to this Agreement and Terms of Use Statement and that are not ministerial in nature. Your continued participation in the Program is very important to us, however, if any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our sending and posting of a change notice or new Agreement on our site will constitute binding acceptance of the change.

Legal Age: Affiliate, if an individual, acknowledges that he or she is of legal age to contractually bind Affiliate to this Agreement.

Applicable Law. This Agreement shall be governed by the laws of the State of Michigan, United States of America.

Binding Contractual Authority. Applicant, if for an entity other than an individual, hereby affirms that Applicant has the binding authority of their respective organizations, granted by their organization by election or appointment or in any other manner consistent with law effecting contractual applications.

Entire Agreement. This Agreement contains the entire agreement of the Parties and there are no other promises or conditions in any other agreement whether oral or written. Except for Managing Directors of Commonwealth Capital Advisors that act as Affiliates, this Agreement supersedes any prior written or oral agreements between the Parties