This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the ExamsOnline.com Alliance Partnership Program (the "Program"). As used in this Agreement, "we" means ExamsOnline.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to ExamsOnline.com's site located at the URL www.ExamsOnline.com, or to the site that you will link to our site (and which you will identify in your Program application).

To begin the partnership process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program.

• You may provide a general link on your site to our home page at http://www.ExamsOnline.com. We will provide you with guidelines and graphical artwork to use in linking to our home page.

Identifying yourself as an Alliance Partner
We will make available to you a small graphic image that identifies your site as a Alliance Partner. You must display this logo or the phrase "Silver / Gold Partner ExamsOnline.com" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, we encourage (but do not require) you to include a Special Link on your site to the ExamsOnline.com home page at http://www.ExamsOnline.com.

You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. 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 ExamsOnline.com supports, sponsors, endorses or contributes money to any charity or other cause).

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. We may revoke the Alliance Partnership at any time by giving you written notice.

Rules Regarding Alliance Communications and Promotion
The following rules apply to any press release or other communication that you may want to issue in connection with your participation in the ExamsOnline Alliance Partnership Program, as well as to any other promotion of your site.

1. Any communication must accurately identify that you are participating in the "ExamsOnline Alliance Partnership Program."
2. Any communication must clearly and accurately describe the nature of your participation in the ExamsOnline Alliance Partnership Program: your communication must not create confusion or misrepresent the nature of your or any other participant's participation in the ExamsOnline Alliance Partnership Program.
3. You may, without our prior consent, say the following in any communication: that you have become an ExamsOnline Alliance Partner, and/or that you have joined or become a member of the ExamsOnline Alliance Partnership Program. 

• Uses any of the following words: "network," "affiliate," "reseller," or "relationship agreement," or any other words which may lead one to confuse the ExamsOnline Alliance Program with any other selling initiatives or which could otherwise be misleading;
• States that ExamsOnline (or any of ExamsOnline 's affiliated companies) will be selling or promoting your products or services, or that there will be any linking from the ExamsOnline site (or any of ExamsOnline 's affiliated companies' sites) to your site; or
• Otherwise misrepresents, embellishes, or aggrandizes the business terms of the ExamsOnline Alliance Program or your or your sites' relationship with ExamsOnline or any of its affiliated companies.

1. To protect the integrity of the reputation of ExamsOnline Alliance Partnership as well as the ExamsOnline.com brand name, you may not promote your site via certain forms of indiscriminate advertising, commonly referred to as "spamming." Accordingly, you may not promote your site via unsolicited commercial e-mail (UCE), postings to non-commercial newsgroups, or cross-postings to multiple newsgroups at once. In addition, you may not promote your site in any way that effectively conceals or misrepresents your identity, domain name, or return e-mail address.
2. Notwithstanding the foregoing, you may promote your site via mailings to recipients who are already customers or subscribers to your site's services, provided that the recipients have the option to remove themselves from future mailings. Further, you may promote your site via newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup).
3. In all promotion, you must clearly represent yourself and your site as entities independent from ExamsOnline, ExamsOnline 's affiliated companies, the ExamsOnline site, and any of ExamsOnline 's affiliated companies' Web sites.
4. Generally, in any forum or media, you must honor the advertising practices and restrictions that are commonly considered acceptable by its readers.

ExamsOnline.com reserves the right at its sole discretion to modify the foregoing rules at any time and from time to time. ExamsOnline.com reserves the right to take action against any person or entity that does not conform to these rules.

The term of this Agreement will begin upon our acceptance of your Program application and will have to be renewed at the end of every calendar year. The Partnership will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all ExamsOnline.com trademarks and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

Revenue Disbursement
ExamsOnline.com shall pay to Alliance Partner upto twenty percent (20%) of the gross fees paid to and received by ExamsOnline.com from Alliance Partner’s customers and/or students generating revenue on the ExamsOnline.com Web Site directly as a result of the Interface with the Alliance Partner Web Sites. Compensation due Alliance Partner shall only be computed on fees actually received by ExamsOnline.com from Alliance Partner customers and/or students. Said compensation will be paid from ExamsOnline.com to Alliance Partner on a quarterly basis.

Relationship of Parties
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 on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Limitation of Liability
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.

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.

Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Illinois, 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 Chicago, Illinois and you irrevocably consent to the jurisdiction of such courts. 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.