3. Strategic Partner:

This Strategic Partner Agreement, if accepted, will be based upon work done for the company, purchase of Private Common Shares or a combination of both. Please review the entire agreement before committing your time and\or potential purchase of shares. ALL Strategic Partners MUST be ACTIVE members of ASA Online as described by ASA Online Policies and Procedures.

Company Obligations. Company agrees to engage Strategic Partner in the specific partner activities as outlined below. Company agrees to communicate with Strategic Partner at least once a week as it pertains to the partners activities. Company agrees to notify Strategic Partner in regard to all corporate board meetings which happen at least once a month. Company agrees to elevate Strategic Partner to the Diamond All-Star position and compensate Strategic Partner as spelled out in the Companies Referral Plan.

Strategic Partner Obligations. Partner agrees to remain an active member of the Company which has a monthly membership financial obligations. Partner agrees to perform the following Company activities in exchange for Private Common Shares of the Company as described below. Partner agrees to communicate with ASA Corporate Staff at least once a week. Partner agrees to spend at least 5 hours a week working in their related area of expertise, as stated in this agreement. Partner agrees to attend corporate board meetings once a month. Partner agrees to attend weekly webinars once a week. Partner agrees to be active on the ASA Skype Chat Group and ASA Network. Partner agrees to work for a minimum of 90 days from the date of this agreement or agrees to forfeit their Private Common Shares.

4. Indemnification:

You agree to indemnify, defend and hold harmless All-Star Success Alliance, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

5. Third Party Rights:

The provisions of paragraphs 2 (Use of the Service), and 3 (Indemnification) are for the benefit of All-Star Success Alliance and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

6 . Termination:

This Agreement may be terminated by either party without notice for any of the reasons stated in this agreement. However any commissions earned or owed will be paid or collected accordingly. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.

Subscription Cancellation:

You may cancel your All-Star Success Alliance subscription at any time. However, you WILL need to cancel it through your Payment System like your Paypal account for it to take effect. Also when you cancel your subscription you are NOT entitled to a refund of ANY kind no matter what time of the month you cancel your service. The service is not pro rated based on the time of month you cancel and we pay a referral fee on that membership. The only refunds we offer are for services that we fail to provide.

Life Time Memberships:

Life Time Members are responsible to cancel their monthly membership once their Life Time Membership is in place. All-Star Success Alliance does not control nor has access to control any member pay cancellation options. Life Time Members have the right to cancel their ASA Membership at any time but it would be very unwise to do so. If a Life Time Member Cancels their Membership NO refund will be provided. The service is not pro rated based on the time of year you cancel. The only refunds we offer are for services that we fail to provide.

V.I.B.E Accounts & ASA Bucks:

EVERY ASA Member FREE or PAID will receive a FREE ASA V.I.B.E Account. VIBE stands for Virtual, Independent, Business, Exchange Account. Each month ASA PAID Members will have the opportunity to make virtual TRANSFERS, REBATES, DEPOSITS or WITHDRAWS from their ASA VIBE Account depending on their Account balance.

By performing basic actions like attending ASA Training Webinars & Events, Activity on ASA Network or Watching ASA Network TV ASA Members will AUTOMATICALLY EARN deposits into their VIBE account EACH and EVERY month!!

New ASA Banking Rules:

The following rules are in place to prevent a RUN ON THE ASA Bank.
* ASA Bucks can be accumulated by FREE or PAID Members .
* ONLY a maximum of $25 in ASA Bucks can be redeemed at one time, per member, per month.
* ANY PAID ASA Member, on their anniversary month, can convert their Savings Bucks to Checking Bucks at a 5 to 1 ratio. Withdraws and Cash Bonuses MUST be made BEFORE Transfers.
* PAID Members , on their anniversary month, can cash in their Checking Bucks for a Cash Bonus. NO Limit at this time. However, ASA reserves the right to payout the yearly ASA Checking Bonus over a 6 month period. So once your Check Bonus is requested ASA will start to send to you payments on your bonus until it is paid over a 6 month period.
* IF you CANCEL your PAID ASA Membership your VIBE acounts will be set toZERO and you will LOSE any ASA Bucks that you have accumulated, Checking and\or Savings.
* FREE Members, who upgrade after their first month, will need to wait at least 6 months before they can conduct any V.I.B.E account transactions as a PAID Member.

7. Business Transfer or Sale:

As a All-Star Success Alliance member in good stand you have the right to Transfer or sell your membership to any eligible party. The transfer would need to be notarized and submitted in writing to the company. All transfers or sales will need to be approved by the All-Star Success Alliance corporate office. However no reasonable transfer or request for sale will be denied. All transfers to family are considered to be reasonable and are very easy to get approved. This rule is only put in place to discourage transfers or sales to someone that would bring harm to or dis-credit the company.

The new owner will be required to follow ALL rules setup by the company and may be subject to billing on the account if the minimum sponsor or enrollee numbers are not met.

8. Miscellaneous.

This Agreement shall all be governed and construed in accordance with the laws of The United States of America applicable to agreements made and to be performed in The United States of America. You agree that any legal action or proceeding between All-Star Success Alliance and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in The United States of America . Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. All-Star Success Alliance's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. All-Star Success Alliance may assign its rights and duties under this Agreement to any party at any time without notice to you.

Any rights not expressly granted herein are reserved.