ALLNONPROFITS.ORGALLNONPROFITS.ORGALLNONPROFITS.ORG
BOLOTO GROUP, INC.
ALL NON-PROFITS MARKETING AGREEMENT

BOLOTO GROUP, INC. ("BOLOTO") PERMITS ORGANIZATION THE USE OF THE BOLOTO OWNED WEBSITES AND ANY ASSOCIATED SERVICES IF AND ONLY IF ORGANIZATION AGREES TO ALL THE TERMS OF THIS AGREEMENT AND ACCEPTS THIS AGREEMENT WITHOUT ANY MODIFICATION AND BOLOTO APPROVES ORGANIZATION IN WRITING. AS INDICATED BY USING THE BOLOTO OWNED WEBSITES OR SERVICE, ORGANIZATION AUTOMATICALLY ACCEPTS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND ORGANIZATION UNEQUIVOCALLY ACCEPTS ANY AND ALL POSTED RULES OR GUIDELINES. IF ORGANIZATION DOES NOT AGREE WITH ANY PART OF THIS AGREEMENT OR WITH ANY PART OF POSTED RULES OR GUIDELINES, THEN THEY SHOULD NOT USE THE BOLOTO OWNED WEBSITES OR SERVICES.

PRIVACY OF INFORMATION

THE INFORMATION YOU PROVIDE, INCLUDING USERNAMES, IS PROTECTED AND NOT ACCESSIBLE BY ANYONE INCLUDING BOLOTO. BOLOTO DOES NOT SHARE ANY OF THE INFORMATION YOU PROVIDE FOR ANY REASON.

BOLOTO DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY PROBLEMS THAT MAY OCCUR DURING THE REGISTRATION PROCESS.

ORGANIZATION IS SOLELY RESPONSIBLE FOR THE PROPER REGISTRATION OF THEIR USERS. BOLOTO IS NOT RESPONSIBLE FOR ANY PROBLEMS THAT OCCUR DURING THE REGISTRATION PROCESS. ORGANIZATION WILL NOT RECEIVE CREDIT FOR ANY REFERRAL THAT DOES NOT PROPERLY REGISTER.

RECITALS

WHEREAS, Boloto has created and operates several websites and applications ("the services") through which Boloto offers numerous services and products.

WHEREAS, Boloto desires to compensate ORGANIZATION for the business it generates for Boloto;

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for the other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

SECTION 1
SERVICES  

ORGANIZATION shall provide services in the form of generating members for Boloto and its subsidiaries.

1.1. Costs and Expenses

ORGANIZATION shall be responsible for all costs and expenses incurred relative to the provision of services as described herein. ORGANIZATION may implement advertising at their own expense subject to the conditions contained herein below.

1.2. Manner of Marketing

Prior to implementing any advertising or promotional material related to this Agreement, ORGANIZATION shall (a) provide Boloto with a copy of any proposed contract (b) disclose all material facts relating to the proposed contract, (c) provide Boloto a copy of any media content ORGANIZATION intends to use (d) obtain Boloto's written approval, which approval may be by e-mail or other electronic means and/or (e) use Boloto supplied creative marketing material. ORGANIZATION acknowledges that they will forfeit payment if they do not abide by this Section 1.2.

ORGANIZATION acknowledges that they will only market Boloto's products where they are legally permitted to do so. ORGANIZATION also acknowledges that they will market Boloto's products in a legally, professionally and ethically appropriate manner.

1.3 Detrimental Conduct Prohibited

ORGANIZATION shall not engage in any conduct detrimental to Boloto. In addition to any civil remedies that may be available to Boloto, this Agreement shall become immediately terminable and ORGANIZATION shall not be entitled to receive any compensation due to them should Boloto determine in its sole discretion that ORGANIZATION has engaged in activity that is detrimental to Boloto.

1.4 Detrimental Conduct Inclusions

Activity detrimental to Boloto shall include, but not be limited to, any marketing practice defined as "spamming" under the terms of the definition published by The Spamhaus Project (www.spamhaus.org). In the event that an ORGANIZATION (the "spammer) should be proven to market the Boloto suite of products by means of spamming then the spammer and the ORGANIZATION shall lose their right to compensation. This loss of right to compensation is in addition to any civil remedies that may be available to Boloto.

1.5 Confidential Disclosure Agreement

ORGANIZATION hereby expressly agrees to all of the terms in the appended CONFIDENTIAL DISCLOSURE AGREEMENT. ORGANIZATION agrees to concurrently execute the CONFIDENTIAL DISCLOSURE AGREEMENT, and if is has already been executed agrees it applies to communications under this AGREEMENT.

SECTION 2
COMPENSATION

Boloto will compensate ORGANIZATION for its services as follows:

2.1. The Web Your Way

ORGANIZATION shall receive an advertising MEDIA EVENT REFERRAL FEE payment at the rates that are set forth in the Media Event Referral payment schedule (Appendix A) in force at the time of the MEDIA EVENT* with respect to each creditable MEDIA EVENT of a WEBYOURWAY REGISTERED MEMBER whose membership registration is attributable to the ORGANIZATION's efforts directly or indirectly as defined in the Media Event Referral Payment Schedule. ORGANIZATION will be credited for Web Your Way users if those users are programmatically recognized as being attributable to ORGANIZATION and produce creditable MEDIA EVENT. ORGANIZATION is responsible for the correct registration of their members. ORGANIZATION may not receive credit for members registered incorrectly. ORGANIZATION shall receive payment within thirty (30) days after completion of the month in which related advertising revenue is received by Boloto.

* A MEDIA EVENT is defined as a registered member click through of an advertising link while the registered member is actively logged into the Web Your Way, receives a permitted display ad from AdsbyER on a logged in or mobile device, or receives a text message advertisement from AdsbyER on a mobile device. In addition, general advertisements may also be offered to registered members as generic events without specific demographic targeting and are not creditable as "specific" advertising events in such situations. The referred member must be logged in to the Web Your Way for the ORGANIATION to get paid for either type of MEDIA EVENT. In addition creditable MEDIA EVENTS only include third-party advertising events through the Boloto Exchange. Self-promotional advertising by Boloto Group or advertising displayed during any non-qualified applications, for example Boloto services or membership applications are not creditable media events.

SECTION 3
CONTENT, FUNCTIONALITY AND PRIVACY

3.1 Privacy and Ownership of Applications.

Boloto is committed to protect the privacy of identifying and demographic data attached to consumers (and/or their employees and/or family members) that may be collected through the performance of this Agreement (hereinafter "Registration Information"). The Parties agree that Registration Information will be collected in a manner consistent with Boloto's Privacy Policy and that complies with all applicable laws, rules, and regulations governing privacy and/or data protection, including but not limited to the Children's Online Privacy Protection Act of 1998 (COPPA).

Registration Information is the property of Boloto Group and will remain the property of Boloto Group after termination of this Agreement. ORGANIZATION agrees that it will not copy, disseminate, reproduce or otherwise use Registration Information without the prior express written consent of Boloto.

3.2 Guarantees.

Boloto does not guarantee that the functions and provisions of the services will be error-free or uninterrupted. ORGANIZATION's use of the sites involves transmission of data over facilities which are not within the control of Boloto or its content providers and advertisers. Boloto assumes no liability for delay, corruption of data, interruption of service, or interception of data transmissions outside of its direct control.

Boloto makes no representations or warranties as to: the accuracy, completeness, reliability, currentness or timeliness of the content, textual material, graphics, links, or data transmission capabilities presented or referred to on any of its websites or services.

SECTION 4
ADDITIONAL OBLIGATIONS AND RIGHTS

4.1. Registration Required.

ORGANIZATION acknowledges that in order to receive credit for user enrollments he generates, he must first complete the registration process found at http://www.allnonprofits.org/Registration.aspx and agree to any additional terms and conditions contained therein.

4.2. Relationship of Parties.

ORGANIZATION is an independent contractor with respect to Boloto, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. ORGANIZATION will have no authority to make or accept any offers or representations on Boloto's behalf. ORGANIZATION will not make any statement, whether on their site or otherwise, that reasonably would contradict anything in this Section.

4.3. Modification.

Boloto reserves the right to modify the terms of this Agreement at any time for any reason without notice to ORGANIZATION. Any changes will not reduce revenue distribution factoring for approved ORGANIZATION.

4.4. Limitation of Liability.

Boloto will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement, even if Boloto has been advised of the possibility of such damages. Further, Boloto's aggregate liability arising with respect to this Agreement will never exceed the total Fees paid or payable to ORGANIZATION under this Agreement.

4.5. Disclaimers.

Boloto makes no express or implied warranties or representations with respect to any of its products introduced through ORGANIZATION (including, without limitation, warranties, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage).

ALSO, ALL BOLOTO WEBSITES AND SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOLOTO MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE BOLOTO PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE BOLOTO WEBSITES AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

4.6. Independent Investigation

ORGANIZATION ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS AND UNDERSTAND THAT BOLOTO MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH THE WEBSITE. ORGANIZATION HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY ADDITIONAL REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

SECTION 5
INDEMNIFICATION

Representations and Warranties by ORGANIZATION. ORGANIZATION represents and warrants to Boloto as follows:

5.1 Corporate Powers

The execution, performance and delivery of this Agreement by ORGANIZATION are within ORGANIZATION's corporate powers and have been duly authorized by all necessary corporate action on the part of the ORGANIZATION. This Agreement constitutes the valid and binding agreement of ORGANIZATION, enforceable by Boloto against ORGANIZATION in accordance with its terms, except as (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditor's rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.

5.2 Indemnification by ORGANIZATION.

ORGANIZATION shall indemnify and hold harmless Boloto and each of its Marketers and their shareholders, directors, officers and employees (the "Boloto Indemnitees") from and against any and all losses, claims, damages (compensatory and punitive), liabilities and expenses stemming from third-party claims or any government investigation, including reasonable costs of investigation and reasonable legal counsel fees and disbursements, which may be imposed upon or incurred by any of the Boloto Indemnitees as the result of (a) any breach by ORGANIZATION of any term or provision of this Agreement, (b) any error, omission or grossly negligent or willful misconduct of ORGANIZATION in rendering or performing any of the services contemplated herein to be performed by ORGANIZATION, or (c) any violation or breach caused by ORGANIZATION of any federal, state or local law, regulation or rule, including without limitation, any state insurance law, regulation or rule.

5.3 Damages.

IN NO EVENT SHALL BOLOTO BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

SECTION 6
TERM AND TERMINATION

6.1 Term; Termination.

The Agreement can be terminated by ORGANIZATION at any time. The Agreement can be terminated by Boloto Group at any time if Agreement breach for cause as referenced in section 1.3 above or similar. Relevant portions of the Agreement will survive termination.

SECTION 7
MISCELLANEOUS

7.1 Arbitration.

Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the Parties hereto shall be settled and determined exclusively by binding arbitration in the State of Arizona before a panel of one (1) arbitrator pursuant to the Commercial Rules then in effect of the American Arbitration Association. Each Party shall have no longer than one (1) days to present its position. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The Parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys' fees and expenses to any Party in such arbitration, and shall be instructed to award attorney fees and costs to the prevailing party.

7.2 Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the State of Arizona, without giving effect to the principles of conflicts of law thereof.

7.3 Severability.

In the event that any of the provisions of this Agreement are held to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.

7.4 Entire Agreement

This Agreement is the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.

APPENDIX A
Media Event Referral Payment Schedule

This Appendix A Media Event Referral Payment Schedule outlines how ORGANIZATION is compensated. ORGANIZATION only receives compensation from advertising revenue if an attributable member 1) is logged in to the Web Your Way and 2) produces creditable MEDIA EVENT clicks. A creditable MEDIA EVENT is defined as a registered member click through of an advertising link while the registered member is actively logged into the Web Your Way, receives a permitted display ad from AdsbyER on a logged in or mobile device, or receives a text message advertisement from AdsbyER on a mobile device.

I. CREDITABLE MEDIA EVENT GENERIC AND SPECIFIC ADS

  • Accessing Advertisements From AdsbyER
    • A member may access Ads by (i) text link click through to advertising media, (ii) mobile text message, or (iii) display
    • Marketing revenue payment to organization is different for each of the modes of access.
  • Generic and Specific Ads
    • Members registered for My Money can receive both Specific and Generic Ads - If members are registered for My Money they can still receive generic ads.
    • Just because a member registers for My Money does not mean that member only get specific ads.
  • Creditable and Non-Creditable MEDIA EVENTS
    • There is no compensation for non-creditable MEDIA EVENTS
    • Creditable MEDIA EVENTS only include third-party advertising events that enter the Boloto System through the Boloto Exchange and are accessed while the member is logged into the Web Your Way with their password or accessed from a mobile device
    • Self-promotional advertising by Boloto Group or advertising displayed during any non-qualified applications, such as Boloto services application processes, are not creditable events.

II. CREDITABLE MEDIA EVENT PAYMENT RATES

  • ORGANIZATION will receive a matching donation amount for all monies earned by a primary registered member attributable to their ORGANIZATION, wherein a primary attributable registered member is a member who registered with Web Your Way and entered the ORGANIZATION'S universal unique password during the registration process. The primary attributable registered member's earnings includes money earned from their own completed creditable MEDIA EVENTS and all money earned from creditable MEDIA EVENTS by referred members attributable to the primary attributable registered member, down to and including 7 levels, per the table below. All Web Your Way members, including primary registered members and all members attributable to primary registered members, must be logged in to the Web Your Way and registered with My Money in order to receive payment for their creditable Media Events
    Invite Level Specific Text Ads Generic Text Ads Specific Display Ads Generic Display Ads
    Primary Member $.0200 $.0040 $.0040 $.0020
    Level 1 $.0190 $.0038 $.0038 $.0019
    Level 2 $.0181 $.0036 $.0036 $.0018
    Level 3 $.0171 $.0034 $.0034 $.0017
    Level 4 $.0163 $.0033 $.0033 $.0016
    Level 5 $.0155 $.0031 $.0031 $.0015
    Level 6 $.0147 $.0029 $.0029 $.0015
    Level 7 $.0140 $.0028 $.0028 $.0014
  • Creditable Media Event Clicks Occur When Member Clicks on AdsbyER ad for an attributable Media Event or Displays an AdsbyER as follows:
    • Member is logged in on Landing Page
    • When receiving emails in BMail
    • During Boloto Search Event
    • Member is playing Boloto Media Player
    • Member is Accessing AdsbyER via Boloto Tool Bar
    • Member accesses AdsbyER on other non Boloto property sites
    • Member accesses AdsbyER as a text message from a mobile device
    • Member access AdsbyER as a member permitted advertising Media Event while logged into the Web Your Way

CONFIDENTIAL DISCLOSURE AGREEMENT

In order to define obligations and waivers related to certain disclosed information, the Boloto Group and the Participant identified below agree to the following:

  1. Agreement Coordinator. Each party designates the following person, if any, as its Agreement Coordinator for coordinating the disclosure or receipt of Disclosed Information:
    Boloto Group, Inc: John Flynn at 877-BOLOTO3 x 709
    legal@bolotogroup.com
    Participant (name, phone, e-mail):
  2. BLTO Confidential Information.
    (a) Confidential Information, if any, disclosed by BLTO is described as Product and marketing plans, strategies, business and proprietary development strategies and methods.
    (b) Confidential Information disclosed by BLTO can be used by the Participant and its Associates, if any, only for the following purpose and subject to the Section 6 obligations:
    Evaluation for possible joint development / marketing efforts.
  3. Participant Confidential Information.
    (a) Confidential Information, if any, disclosed by Participant is described as


    (be specific; write "none" or leave blank if nothing is to be disclosed).
    (b) Confidential Information disclosed by Participant can be used by BLTO and its Associates, if any, only for the purpose of conducting normal business requirements as determined by BLTO.
  4. Disclosure and Protection Periods.
    (a) The Begin Disclosure Date is November , 2008
    (for example, specify the date confidential information is first disclosed).
    (b) The Disclosure Period ends on the following date or at the end of the following time period: November , 2009 , or a time period, for example, soon after the confidential information is last disclosed and preferably less than one year from the Begin Disclosure Date).
    (c) The Protection Period ends on the following date or at the end of the following time period for all Confidential Information November , 2010
    (specify a date or time period, for example, soon after the confidential information is to become public, preferably less than three years from the Begin Disclosure Date).
    (d) If not specified above, the Begin Disclosure Date will be the date information concerning the subject matter of this Agreement is first disclosed, the Disclosure Period will be one year, and the Protection Period will be three years. The Disclosure Period and the Protection Period start on the Begin Disclosure Date.
  5. Definitions.
    (a) A Discloser is a party disclosing information. A Recipient is a party receiving disclosed information. An Associate is a parent, a subsidiary or corporate affiliate of Recipient whether directly or indirectly owned, or a third party contractually bound to Recipient in accord with this Agreement.
    (b) Disclosed Information is all information disclosed by the Discloser to the Recipient during the Disclosure Period.
    (c) Confidential Information is only Disclosed Information that is:
      (i) itemized in Section 2(a) or 3(a), or
      (ii) both described generally in Section 2(a) or 3(a) and
        1) marked at the time of disclosure to show its confidential nature, or
        2) unmarked (for example, orally or visually disclosed) but treated as confidential at the time of disclosure, and described in detail and designated to show its confidential nature in a written message sent to Recipient's Agreement Coordinator within thirty days after disclosure;
    except that Confidential Information does not include information that satisfies
  1. an Exception before disclosure. Confidential Information is only Confidential Information from the time of disclosure until the earlier of the time when an Exception is satisfied or the Protection Period ends.
    (d) Non-Confidential Information is all Disclosed Information that is not Confidential Information. If specific Confidential Information satisfies an Exception, the specific Confidential Information becomes Non-Confidential Information from that time forward.
    (e) An Exception is satisfied if the specific information: (i) was in Recipient's possession prior to receipt from Discloser (ii) is publicly known or readily ascertainable by proper means, (iii) is rightfully received by Recipient from a third party without a duty of confidentiality, (iv) is disclosed by Discloser to a third party without a duty of confidentiality on the third party, (v) is independently developed or learned by Recipient, or (vi) is disclosed by Recipient with Discloser's prior written approval.
  1. Obligations.
    (a) During the Protection Period only, Recipient will protect and ensure its participating Associates will protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as Recipient uses to protect its own confidential information of a like nature. Recipient can reassign its employees. Recipient will provide reasonable prior notice to Discloser and will request a protective order if Recipient is required to reveal the Confidential Information under a subpoena, court order or other operation of law.
    (b) Recipient will comply with all applicable export laws.
    (c) At the end of the Protection Period, Recipient's obligations end.
  2. Non-Confidential Information; Waivers.
    (a) Non-Confidential Information is not subject to confidentiality or trade secret obligations, and can be published, disclosed or used for any purpose, except that no license under any patent, trademark, mask work or copyright is granted.
    (b) Discloser waives all claims or portions of claims that assert the confidentiality of, limitation of use of, breach of duty of care with respect to, or breach of this Agreement with respect to, Non-Confidential Information arising at any time or with respect to Confidential Information arising or continuing respectively after the end of the Protection Period.
    (c) Any cause of action, whether in contract, tort or other, either arising under this agreement or alleging the confidentiality of Disclosed Information, if litigated, will be litigated to the court; the parties will not request a jury trial; and the parties irrevocably waive any right to a jury trial.
  3. Choice of Law. Without regard to conflict of law provisions, this Agreement is governed by and will be construed in accordance with the laws of the State of Arizona and the USA.
  4. Warranty. Each Discloser warrants that it has the right to make the disclosures under this Agreement. Each Recipient warrants that its participating Associates will protect Confidential Information in accordance with the terms of this Agreement. THE PARTIES MAKE NO OTHER WARRANTIES. ANY DISCLOSED INFORMATION IS PROVIDED "AS IS."
  5. Miscellaneous. Neither party acquires any patent, copyright, mask work or trademark rights under this Agreement, including under Sections 2 or 3. This Agreement imposes no obligation on either party to purchase, sell, license, transfer or otherwise dispose of any technology, services or products; does not create any agency or partnership relationship; can be added to or modified only in a writing signed by both parties; is the parties' complete and final agreement; supersedes all oral or implied agreements concerning the Disclosed Information; and can be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimile or electronic copy of an original signature transmitted to the other party is effective as if the original was sent to the other party.

BLTO






Participant

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