This agreement describes the terms and conditions of participation in the Elephant Group, Inc.’s Liberty Home Protection Reseller Program. The terms "Reseller," "you," and "your" refer to the applicant. "We" and "our" refer to Elephant Group, Inc. This agreement is between independent parties and does not represent any form of partnership.

AGREEMENT DURATION
The term of this agreement will begin upon our acceptance of your reseller application and will end when terminated by either party. Termination may happen at any time, with or without cause, with or without notice. Violation of any term within this agreement by the reseller will be considered nullification of the agreement at the time of violation. Violation of any terms or conditions within this agreement may result in termination. Any due commissions at the time of termination are considered willfully surrendered to Elephant Group, Inc. and will not be paid to the reseller.

MODIFICATION
We retain the right to modify any of the terms and conditions within this Agreement at any time and at our sole discretion by posting a Change Notice or a new agreement on this site. These modifications may include, but are not limited to changes in the scope of available referral/commission fees, fee schedules, payment procedures and program rules. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Continued participation in the program following the posting of a Change Notice or new agreement will be considered as acceptance of the change.

COMMISSION FEES
The commission schedule will be paid as detailed on the reseller program page when you enrolled in the Elephant Group, Inc.’s reseller Program, or as agreed upon in separate documentation. These referral fees are subject to change without notice. Payments to the reseller shall be made on a semimonthly basis (twice monthly) as follows:

DETAILS OF PAYMENT
Payment Terms - Reseller
Base commission payment for any sale will only be made once a sale has been approved by Elephant Group, Inc. In order for an reseller sale to be approved, the customer must complete the order process and have their plan activated as confirmed by the service provider. Commissions may be charged-back to the reseller if the customer does not maintain their service plan account in good standing within 90 days after the date of the sale's confirmation. Reseller commissions will only be paid on sales which are made through qualified resellers. Elephant Group, Inc.'s current and/or former employees, their friends, or relatives are PROHIBITED from participating in this program. Failure to provide a verifiable tax ID will result in removal from the program and surrender of any due commissions.

PAYMENT SCHEDULE
By Physical Check
Commissions on confirmed sales will be paid twice a month. If the sale is confirmed between the 1st and 15th of the month, the payment will be issued on the 18th of the same month. If the sale is confirmed between the 16th and the end of the month, the payment will be issued on the 3rd day of the following month. Any returned checks, charge-backs, or fees from a returned and/or cancelled order will be adjusted in the following fee payment. If no fee payment is due a billing invoice for the amount will be issued. Stop payments or returned checks will incur a $20 fee. We will not send any commission checks out expedited.

By PayPal
If the reseller elects to receive payment through a PayPal account, commission on confirmed sales may be paid to the reseller as detailed in the schedule above.

Chargebacks
All reseller sales are subject to a 90-day chargeback period, during which time an reseller will be billed for any commissions paid for accounts that fail to maintain activation for 90 days past the date of activation.

TRACKING
Elephant Group, Inc. will be solely responsible for tracking sales through the use of proprietary and/or 3rd party software. Elephant Group, Inc. strives to ensure accurate tracking of referrals made by resellers. Resellers will themselves be solely responsible for ensuring that they properly implement tracking codes in URLs, provide correct Promotional Codes, Reseller Agent IDs and toll-free information to ensure Elephant Group, Inc.’s ability to track referral sales.

Notwithstanding the above statement of responsibility by Elephant Group, Inc. to track sales; resellers hereby acknowledge and accept that the tracking system employed by Elephant Group, Inc. is not 100% fail-safe and that there may on occasion be instances of referral sales made that are not credited to an reseller for any of the following possible reasons:

* Failure by the reseller to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and other online marketing content.
* Deliberate or accidental actions by customers to circumvent an reseller's special URL causing our software to be unable to accurately track that sale.
* Bugs, glitches or crashes of the tracking systems that render it unable to accurately track sales for a period of time.
* Acts of nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information.

As such, resellers agree not to hold Elephant Group, Inc. liable for compensation for any claimed commissions that were not tracked and recorded by the tracking system.

ORDER PROCESSING
Elephant Group, Inc. will be responsible for processing every order placed by a customer through or our web sites or related toll-free numbers. Customers who purchase products and services through Elephant Group, Inc.'s Reseller Program will be deemed to be customers of Elephant Group and the related service provider/brand partner. Prices and availability of products and services may vary from time to time. Elephant Group, Inc.'s policies will always determine the price paid by the customer. Elephant Group, Inc. Reserves the right to reject any order that does not comply with our rules, operating procedures and/or policies.

ACCEPTABLE MARKETING TACTICS
Acceptable methods of marketing may include:

Banner Ads
Placement of banner ads on the approved reseller’s website(s) (as disclosed in writing to Elephant Group, Inc.) or other web sites that do not include unacceptable/objectionable content as detailed in the Web Site Restrictions section of these Terms & Conditions.

Search Engine Marketing
Resellers choosing to utilize PPC-search advertising MAY NOT link directly or use script redirects to our web sites through PPC search term advertising. Resellers MAY NOT use our domains as the display URL. Resellers may NOT bid on trademarked terms related to company-held trademarks and service marks, including but not limited to Revenue Allies, SatelliteSales.com, BestDealSatellite.com, Satellite Sales, Best Deal Satellite, LHP, Liberty Home Protection, LHProtection, Elephant Group, and other similarly worded terms. Resellers may also be restricted from bidding on partner-related trademarked terms as specified within these Terms & Conditions.

Email Marketing
Resellers MAY NOT promote our offers through email marketing without receiving prior written approval from the Elephant Group, Inc. after providing documentation detailing their email marketing campaign strategy, subsciber management and acquisition practices. All email marketing creative must also be reviewed and approved by Elephant Group, Inc. prior to the campaign launch.

Telemarketing
We will not accept ANY reseller partner that attempts to market our merchants' products and/or services through phone solicitation. Any reseller identified utilizing telemarketing tactics will immediately be terminated from the program.

Additional Means of Marketing
We encourage our resellers to consider any type of promotion to market our offers including newsletters, classified ads, word-of-mouth, print advertisements or other similar tactics. Reseller must provide marketing plan detailing the promotional vehicle and target audience to Elephant Group, Inc. and receive written approval. Additionally, resellers are not allowed to use outbound telemarketing in the process of generating new leads.

Reseller must not violate any laws during the promotion of the products and services of the Elephant Group,Inc. including but not limited to phone solicitation, direct mail, distribution of promotional materials etc. Additionally, all materials and other communications in the course of promoting the products and services of the Elephant Group, Inc. and/or its partners must identify the reseller by individual company/name.

Be aware that ANY marketing, including door-to-door marketing, requires full compliance with any/all state, federal, local, city, county and/or municipal laws or ordinances. Resellers must disclose all marketing tactics to Elephant Group, Inc. in advance of usage.

SPAM/UNSOLICITED COMMERCIAL EMAIL (UCE)
Elephant Group in no way participates in mass unsolicited emailing (i.e. spamming). All resellers are expected to adhere to this policy. Violation of this policy will result in the IMMEDIATE termination of this contract and DISMISSAL from the Elephant Group, Inc.’s Reseller Program without refund or payment of commissions.

SPYWARE AND OTHER PARASITIC SOFTWARE
Any reseller suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of Elephant Group, Inc. and/or its partner sites) is subject to punitive actions by Elephant Group, Inc., without notice, including but not limited to: suspension of reseller account; termination of reseller account; withholding of payments to reseller; and public notification of reseller's suspected malfeasance. Elephant Group, Inc. encourages resellers to report suspicions of such relationships; and, should substantial proof, as judged by Elephant Group, Inc., be provided, Elephant Group, Inc. Reserves the right to assign a value equal to unpaid monies earned by the offending reseller (or a part thereof) to the reporting reseller as a bounty.
 
APPROVAL REQUIREMENT
At this time, we are only accepting U.S.-based reseller partners. Must be 18 years or older. All reseller applicants are subject to the approval of the Elephant Group, Inc. Participation in the Elephant Group, Inc. Reseller Program is subject to termination at the discretion of Elephant Group, Inc. Elephant Group, Inc. reserves the right to deny any reseller applicant request.

WEBSITE RESTRICTIONS
Elephant Group, Inc. Reserves the right not to accept any site into the Elephant Group, Inc. Reseller Program based on site content.

Sites that do NOT qualify for the Elephant Group, Inc. Reseller Program include sites that may be found to be:

• X-rated and/or promote sexually explicit materials
• In promotion of violence and discord.
• In promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• In promotion of illegal, morally questionable or controversial activities
• In violation of intellectual property rights

Domain masking is not permitted.

COPYRIGHTS
The use of the images displayed on Elephant Group, Inc.'s site by you, or anyone else authorized by you, is prohibited unless specifically permitted by Elephant Group, Inc. Any unauthorized use of the images or programming code may violate copyright laws, trademark laws, the laws of privacy and publicity, and communication regulations and statutes. We reserve the right to terminate the use of content provided by Elephant Group, Inc. to the Reseller sites at any time. Elephant Group, Inc. will own all right, title and interest in and to all information that is created or collected in the operation of the Elephant Group, Inc. site.

Resellers may NOT purchase domains that are related to company-held trademarks and service marks, including but not limited to SatelliteSales.com, BestDealSatellite.com, Liberty Home Protection, LHP, LHProtection, Satellite Sales, Best Deal Satellite, Elephant Group, and other similarly worded terms. Resellers may also be restricted from purchasing domains based on partner-related trademarked terms as specified within these Terms & Conditions.

All copyrighted material and trademarked names and logos used in accordance with this Agreement remain the exclusive intellectual property of the respective originating or issuing parties. No transference of intellectual property ownership or conveyance of rights is intended or conferred in this agreement.

INDEMNIFICATION
Reseller will defend, indemnify and hold harmless the Company, its officers, directors and employees against all liability, loss, cost or expense associated with any claims, suits, actions, or demands of any nature and description by reason of damage or injury (including death) to any person or property caused by reseller's negligence, breach of this Agreement or performance of services hereunder.

DISCLAIMER
We make no express or implied warranties or representations with respect to the Reseller Program or your potential to earn income from the Elephant Group, Inc. Reseller Program. In addition, we make no representation that the operation of our site or the reseller Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or down time. Without limiting the foregoing, Elephant Group, Inc. aggregate liability arising with respect to this Agreement will not exceed the total fees paid or payable to reseller under this agreement.

This Agreement will be governed under New Jersey law in Middlesex, New Jersey, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the Federal or State courts located in South Plainfield, New Jersey, and you irrevocably consent to the jurisdiction of such courts unless Elephant Group, Inc. elects to use binding arbitration, at its sole determination, as an alternative to formal legal process. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 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.

By submitting this Reseller Agreement form, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.