CONTINUING ACKNOWLEDGEMENT -- READ CAREFULLY
THIS WEBSITE IS OWNED AND OPERATED BY TEL3ADVANTAGE.COM. USE OF A REPLICATION OF THIS WEBSITE IS OFFERED BY TEL3 TO THE "USER", CONDITIONED UPON ACCEPTANCE BY THE USER OF THE TERMS, CONDITIONS AND NOTICES SET FORTH THEREIN. THIS DOCUMENT CREATES A BINDING AGREEMENT BY AND BETWEEN TEL3 AND USER AS THE INDEPENDENT REPRESENTATIVE OF TEL3. WHEN USER CLICKS THE "I ACCEPT/AGREE" BUTTON AT THE END OF THIS DOCUMENT, USER ACKNOWLEDGES THAT USER ACCEPTS AND AGREES TO BECOME LEGALLY BOUND BY THE STATED TERMS, CONDITIONS AND NOTICES OF THE AGREEMENT. FURTHER, USER ACKNOWLEDGES THAT USER ACCEPTS AND AGREES TO BE LEGALLY BOUND BY ANY AND ALL AMENDMENTS AND MODIFICATIONS MADE TO THE AGREEMENT, FROM TIME TO TIME, AS POSTED ON THE WEBSITE, AFTER USER'S ORIGINAL ACCEPTANCE. IN THE EVENT THE STATED TERMS, CONDITIONS AND NOTICES OF THIS AGREEMENT ARE NOT ACCEPTABLE TO USER, THEN DO NOT PROCEED.

TEL3ADVANTAGE.COM INDEPENDENT REPRESENTATIVE (AGENT) AGREEMENT

Terms, Conditions & Notices

Recitals & Definitions

1.1. "Company" shall mean Tel3Advantage.com, an organization marketing telecommunications products and services to consumers through independent representatives. The stated terms and conditions apply to all of the Company's Independent Representatives. The Company, in its sole discretion, reserves the right to accept or reject any Independent Representative application. There is no application fee and no purchase required of any of the products and services of the Company to become an Independent Representative.

1.2. "I-Representative" shall mean an independent agent/representative who is an individual or entity that: (i) has accepted and agreed to be legally bound by the terms and conditions of the Company's Independent Representative Agreement (the "Agreement") and (ii) has been accepted by the Company as an I-Representative. The I-Representative shall have legal capacity and shall have attained legal age to work and enter into contracts in the state or other authoritative locale in which the I-Representative markets the Company's and Providers' products and services.

1.3. "Acceptance" shall mean that the I-Representative has clicked on the "I Accept/Agree" button at the end of this Agreement, and agrees to be legally bound by all the terms and conditions of this Agreement, as stated herein and as amended or modified from time to time hereinafter. Company reserves the right to reject the I-Representative's application at any time after the I-Representative has indicated an "Acceptance."

1.4. "Provider" shall mean a vendor of a product or service that has entered into an agreement with Company to offer the vendor's products or services through Company's marketing to the general public by I-Representatives.

1.5. "Fee-Free Website" shall mean a Company owned and activated "Tel3advantage.com/agent activation URL" website for the free use (subject to this Agreement) by the I-Representative during the term of this Agreement. To maintain a Fee-Free Website, the I-Representative must comply with all of the terms and conditions of this Agreement, and in particular the Website Use terms in Section III.

1.6 "Website" shall mean a URL web address on the Internet.

1.7 "Public Website" shall mean that portion of the Website that is available for access by the general public.

1.8 "I-Representative Website" shall mean the portion of the Website that is restricted to and for internal use only by the respective I-Representative.

1.9. "Information Entry Page" is the Web page that can be accessed by the URL provided via email to I-Representative's after I-Representative's acceptance of this Agreement. The I-Representative will be prompted to enter certain information on the Information Entry Page: I-Representative's (i) first and last names; (ii) mailing address; (iii) telephone number; (iv) Social Security Number; and (v) desired User Name and Password. The I-Representative may be asked additional, voluntary information that will be used for the purposes of determining the I-Representative profile. The I-Representative also agrees that data submitted on the Information Entry Page(s) must be kept current by the I-Representative to maintain communication integrity. All of the data supplied and entered on the Information Entry Page by the I-Representative shall be truthful, factually accurate information. Misrepresentations or fraudulent statements supplied in connection with this Agreement shall cause immediate termination, forfeiture of present or future compensation allegedly due for products or services marketed, and grants the Company the right to demand restitution for commissions paid.

1.10. "User Name" is the Company identification ("Tel3id") of the I-Representative Website that allows and limits access thereto by the I-Representative through a designated Password selected by the I-Representative.

1.11. "Proprietary Marks" shall mean the mark " TEL3ADVANTAGE.COM plus, any and all of the Company names, trade names, trademarks, service marks and logos that presently exist and may be created, designed or otherwise originated from time to time for use in connection with the Company's marketing of products and services. Further, the term, Proprietary Marks, shall include the name, trade names, trademarks, service marks and logos of any and all Providers with which the Company has or shall contract to market such Providers' products and services. All Proprietary Marks remain the intellectual property of the Company. This Section shall survive termination or expiration of this Agreement.

1.12. "Proprietary Information" shall mean all confidential and proprietary information of Company, including but not limited to lists or other identification of I-Representatives; pertinent facts or information about I-Representatives, accumulated and stored by Company; Customer information; I-Representative User Names, Tel3ids, Website URL names and addresses, "dba" names, email addresses and phone numbers; the Company Compensation/Commission Plan with its organizational structure and its levels of compensation, as it presently exists or may be modified from time to time; Company's accumulated information about, contacts and contractual agreements with Providers. All Proprietary Information must be kept confidential and must not be disclosed by the I-Representative to third parties. All Proprietary Information remains the intellectual property of Company. This Section shall survive termination or expiration of this Agreement.

1.13. "Licensed Materials" shall mean any and all information and materials, whether copyrighted or produced and published without copyright, Company offers to its I- Representatives for training, review and use in the administration of marketing the products and services of and offered by the Company. The Licensed Materials include but are not limited to all information and materials on Company's Fee-Free Website system and related links to other Company data utilized by the I-Representative.

1.14. "Customer Sign Up” shall mean a Customer that signs up for the Service using his/her own personal credit card, provides the full first and last name appearing on his/her personal credit card and provides the billing address for his/her personal credit card.

1.15. Products and Pricing. From time to time and without prior notice, Company reserves the right to change products and services and/or modify pricing of products and services that are offered by the Company. Any such changes or modifications shall become effective immediately upon the Company's posting on the I-Representatives' Website unless another effective date is specified. Registration fee for I-Representatives has been waived for the first year, thereafter I-Representative must pay a $25.00 renewal fee annually.

1.16. Reaffirmation of Acceptance . From time to time and without prior notice Company reserves the right to amend and modify the terms and conditions of this agreement,. Any such amendments or modifications shall become effective immediately upon the Company's posting on the I-Representatives' Website unless another effective date is specified. Each I- Representative reaffirms the Acceptance of this Agreement with Company, as modified, upon each and every occasion that the I-Representative uses the Fee-Free Website and specifically when accepting, endorsing or negotiating the monthly compensation payments issued and delivered by Company to the I-Representative.

Appointment & Term

2.1. Appointment. Company appoints I-Representative as a non-exclusive independent sales representative of the Company for the term of this Agreement and I-Representative accepts such appointment the “Appointment”). I-Representative is an independent contractor (individual or entity) that is compensated for marketing products and services for Company. I- Representative is not a franchisee or a distributor of Company. I-Representative shall be responsible for all expenses incurred which in any way arise out of the marketing of products and service of the Company under this Agreement or otherwise. I-Representative determines the time, method and manner of marketing the products and services offered by Company, provided that there is compliance with all the terms and conditions of this Agreement and any other policies and procedures established, from time to time, and announced by Company.

2.2. Term. The term of this Agreement ("Term") shall commence on the date company accepts the I-Representative application and shall continue until this Agreement is terminated or expires pursuant to the provisions contained herein. Certain identified Sections herein shall survive the termination or expiration of this Agreement.

2.3. Commissions. The Commission Plan is premised upon Company receiving certain agreed upon amounts and payment thereof from Customers. I-Representative will only receive compensation if he/she follows the terms and conditions outlined in this Agreement and Company can collect the monies owed to it based on I-Representative's Customer Sign-Ups. In the event, that Company, in its sole and absolute discretion, determines that I-Representative has violated any of the terms and conditions set forth in this Agreement, Company may, without penalty, withhold any and all allegedly due commissions to I-Representative. From time to time, to become or remain competitive in the changing telecommunication market conditions, it may be necessary for Company to modify the terms and conditions of agreements with Providers. When feasible, Company shall provide notice to the I-Representative of any such modification that may affect the I-Representative's compensation. Company does not owe the I-Representative any compensation on products and services marketed by the I-Representative until such time, if ever, that Company collects the respective payment from the respective Customers. Commissions are paid to the I-Representative according to the Company Compensation Plan, a copy of which is linked to each and every Fee-Free Website and incorporated herein by reference for all purposes. Such compensation is paid on the 10th of every month for the prior month's usage to the eligible I-Representative. Company pays the I-Representative's compensation within approximately a thirty (30) day period after receipt of payment from the Customer; therefore, there is approximately a ten (10) to forty (40) day lag-time between the date the I-Representative makes a sale of a product or service and the date of payment of the I-Representative's compensation. Company will send a commission check or ACH to the I-Representative on the 10th of every month for the prior month's usage; provided that the I-Representative has earned a minimum of Fifty Dollars ($50.00) in commission income. Accordingly, in the event that the I-Representative has a small Customer base, commission checks may be delayed until such time as the commission due to the I-Representative exceeds Fifty Dollars ($50.00) in commission income. Payments made to the I-Representative are subject to charge-backs assessed on Company by Customers' credit cards. Company may provide notice to the I-Representative of any such Customer charge-backs that may affect the I- Representative's compensation. In the event of a payment discrepancy in which I-Representative is overpaid, for whatever reason, Company reserves the right in its sole discretion and at its option to offset such overpayment in one or more of the following manners: (i) offset the amount of the overpayment against any of I-Representative's future owed commissions; or (ii) demand immediate reimbursement from I-Representative. In the event that Company chooses to demand immediate reimbursement from I-Representative and I-Representative does not provide full payment of monies owed to Company within ten (10) days of Company's written demand, interest will begin to accrue on the balance owed to Company on the eleventh (11th) day at the lesser of eighteen percent (18%) per day compounded daily or the highest amount permitted under the applicable law.”

2.4. Compensation Eligibility. Maintenance of existing Customer accounts and acquisition of new Customer accounts are of primary importance to Company. Compensation eligibility of the I-Representative to receive commissions is conditioned upon compliance with the Company policies, plus continued performance of the I-Representative to: (i) secure no less than three (3) new direct Customers sign-ups per month for the first four (4) months as an I-Representative and thereafter maintain at least twelve (12) active direct customers OR secure no less than two (2) active agents per month for the first four (4) months of being an I-Representative and thereafter maintain eight (8) active agents in your first level I-Representative base ; (ii) maintain the Customers secured by the I-Representative; and (iii) maintain supervisory responsibility requirements of sponsored I-Representatives as outlined herein by Company. To accrue and receive compensation on customer accounts procured by the I-Representative, the I-Representative shall have complied with all of the conditions stated in (i), (ii) and (iii), above, in this Paragraph 2.4. Company may revoke the I-Representative's eligibility for compensation in the event the I-Representative fails to or neglects to comply with the terms and conditions of this Agreement.

2.5. Independent Contractor. This Agreement does not create an employer-employee relationship between Company and the I-Representative. It is both parties' intention that the I-Representative remain an independent contractor and not Company's employee for any purpose whatsoever. Company and I-Representative agree that I-Representative's business is a separate and independent enterprise from that of Company. The I-Representative will retain discretionary judgment in the manner and means of carrying out the activities hereunder of the I-Representative, provided that, the same are not contrary to the terms and conditions of this Agreement. The I-Representative does not have express, implied or apparent authority to enter into any contract on behalf of Company or otherwise to bind Company to any agreement unless expressly authorized, in writing, by an authorized officer of Company. Company will not be liable for any obligation incurred by the I-Representative, except as otherwise provided herein. I-Representative shall indemnify and hold harmless Company from any and all claims, damages or liabilities arising out of the business practices of I-Representative.

Basic Requirements & Duties

3.1. Identification Number. The I-Representative shall provide Company with a valid identification number ("ID#"). In the event the I-Representative is transacting business as an individual or in any other personal format then that ID# shall be the I-Representative's Social Security Number (SS#). In the event the I-Representative is a corporation, limited liability company, or partnership, the ID# shall be the Federal Employee Identification Number ("F.E.I.N."). In the event the purported entity does not provide a F.E.I.N., then Company shall interpret the "entity" as an individual or group of individuals and require the appropriate SS#s. In the event the I-Representative is located outside of the USA , then the appropriate governmental or other authoritative agency ID# or United States passport number shall be submitted to Company. The I-Representative authorizes the Company to verify the ID# submitted. Company shall use the ID# for tax reporting and other lawful purposes. Company shall not pay and the I-Representative shall not be entitled to payment of any commissions or bonuses on products and services marketed prior to the receipt of the I- Representative's ID# (SS# or F.E.I.N.).

3.2. Website. The I-Representative shall be permitted to have no more than one (1) Fee-Free Website from which there is Compensation Plan payment to the I-Representative. Company may, in its sole discretion, permit the use of a personal Website(s) from the I-Representative, provided that, such additional Website(s) shall be linked into that I-Representative's one (1) primary Fee-Free Website. All products and services marketed by the I-Representative shall accumulate as and through the one (1) primary Fee-Free Website with regard to the various levels of Company's Compensation Plan.

3.3. Compliance with Laws and Regulations. The I-Representative shall comply with all federal, state and local taxes and regulations governing the sale of Company products and services. I-Representative shall be responsible for payment of income tax, self-employment tax and other tax of any nature, if any, due and owing to any federal, state, county, municipal, country, province, territory or any other governmental taxing authority for the I-Representative and employee-representatives, if any. Such taxes are the sole responsibility of the I-Representative, who shall indemnify and hold harmless Company for payment or nonpayment of any such taxes.

3.4. Change of Status. Each and every I-Representative is required to report to Company any change in status that may affect the I-Representative's eligibility to receive any commission or other compensation purportedly due from Company. Such change in status may include, but is not limited to, a change from individual to a corporation, or to limited liability corporation or to a partnership. This Agreement shall not be assigned or transferred without the prior written consent of Company; such consent may be withheld or granted in Company's sole and absolute discretion.

3.5. Change of Entity . In the event the I-Representative desires to change business names or form entity to a corporation, limited liability corporation, partnerships or trusts for tax, estate planning, and limited liability purposes, the I-Representative must submit a proposal for Company's approval. Company reserves the right, in its sole and absolute discretion, to approve or deny the proposed change or restructure. In the event Company approves the proposed change or restructure, the new organization's name and the names of the principals involved therein must be immediately submitted to Company, including new or additional ID#.

3.6. Death or Disability. In the event of death or incapacitating disability of an individual I- Representative, the personal representative, executor, trustee or court appointed advocate for the estate of the I-Representative's shall notify Company to request an assignment of change of status. I-Representative and the subject estate shall indemnify and hold harmless Company for any and all claims related to the payment of commissions, or lack thereof, to the I-Representative or the estate.

3.7. Goodwill. The I-Representative shall at all times safeguard Company's reputation and promote the good will of Company and the products or services marketed by Company. I-Representatives shall refrain from any and all conduct that may be harmful to the reputation of Company or the Providers of the products and services offered by Company. The I- Representative shall refrain from and avoid any and all deceptive, misleading, unethical or discourteous conduct or practice.

3.8. Unauthorized Products and Services. The I-Representative shall not use the Fee-Free Website to promote, market or sell products or services that, directly or indirectly, are not specifically authorized in writing in advance by Company. The terms, "directly or indirectly," include, but are not limited to, prohibiting identification of such other products or services on the Fee-Free Website wherein a symbol thereof is identified to provide linking to another website or multiple websites that promote, market or sell products and services, notwithstanding the fact that such products and services may not be competitive with Company's products and services. Company reserves the right, in its sole and absolute discretion, to immediately deactivate and terminate the use of the Fee-Free Website by the I-Representative when, in its opinion and sole discretion, Company determines that the I-Representative has violated the permitted use of the Fee-Free Website as stated herein.

3.9. Use of Licensed Materials. Company's Licensed Materials shall not be duplicated, produced, reproduced, marketed or distributed in whole or in part and shall not be replicated in deceptively similar form or style, directly or indirectly, by the I-Representative or any third person, except as authorized by prior written consent by an authorized officer of Company. The I-Representative's use of Licensed Materials is limited to the time-term and the explicit purpose that the I-Representative actively markets the products and services offered by Company. The use of the Licensed Materials terminates concurrently with the termination or expiration of the I-Representative. All Licensed Materials remain the intellectual property of Company. This Section shall survive termination or expiration of this Agreement.

Website Use

4.1. Duties of Company , pursuant to this Agreement, shall be to provide I-Representative with access to the designated Fee-Free Website.

4.1.1. Website Privacy. Company shall not disclose to third parties any personal information that the I-Representatives submits to Company through the Information Entry Page.

 4.1.2. Unauthorized Access of Website. I-Representative must protect the I- Representative's Password. The I-Representative is solely and absolutely responsible for use of I- Representative's Website by any third party using the access information provided by the I-Representative. In the event that I-Representative determines that another party has improperly or wrongfully gained or should no longer maintain access to I-Representative's User Name or Tel3id and Password, then upon written notice to Company, the I- Representative may request Company to delete the old information and issue a new User Name, Tel3id and Password to I-Representative.

4.1.3. Availability of Representative Website. When feasible, Company may notify I-Representative by posting or e-mail of scheduled upgrade or maintenance work on the I-Representative Website. Company does not warrant that the I-Representative Website will be available to I-Representative on a continual twenty-four (24) hour basis.

4.1.4. Website Monitoring. COMPANY DOES NOT "CENSOR" OR "MONITOR" THE WEBSITE. COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY AND ALL MATERIAL DISCUSSED, POSTED OR LINKED TO THE WEBSITE BY THE I-REPRESENTATIVE. HOWEVER, UPON NOTICE OF A PURPORTED VIOLATION OR IRREGULARITY OF THE WEBSITE, COMPANY MAY INVESTIGATE ANY AND ALL SUCH ALLEGATIONS OF A VIOLATION OF TERMS AND CONDITIONS OF THIS AGREEMENT.

4.1.5. Website/E-Mail Deactivation. Company reserves the right to remove any statement, sound byte, graphic image or other item, the presence of which violates the terms and condition of this Agreement, now in existence or as modified from time to time. Company further reserves the right to immediately deactivate and terminate the use of the subject Website or the I-Representative e-mail without prior notice, in the event the I-Representative violates any of the terms and condition of this Agreement, now in existence or as modified from time to time.

4.2. Duties of I-Representative , pursuant to this Agreement, shall be to provide Company with new Customers that shall purchase Company's products and services.

4.2.1. Restrictions of Use. The I-Representative shall be obligated to continuously check the Website for any changes in such rules or regulations. Without limiting the generality of the foregoing, I-Representative agrees not to post, directly or indirectly on or by links to any other websites, any of the following material or information to the Website: (i) intellectual property copyrighted or trademarked by others; (ii) abusive, defamatory or inflammatory statements; (iii) statements which contain vulgar, obscene or indecent statements or graphical images; (iv) statements which threaten the person of others; (v) advertising or other forms of solicitation; (vi) statements which are bigoted, hateful, racially offensive or endorse or advocate illegal or immoral activity; (vii) statements of or about political issues or political campaign materials; and (viii) any materials not specifically approved by prior written consent of an authorized officer of Company.

 4.2.2. Availability of I-Representative E-Mail. I-Representative shall not hold Company liable for any delays that are ordinary in the course of Internet use. I-Representative acknowledges that the I-Representative E-Mail/Website may not be available on a continual twenty-four (24) hour basis as a direct or indirect result of Internet delays and delays caused by Company's upgrading, modification, or standard maintenance by Company.

4.3. Disclaimer of Warranties / Limitation of Liability: THE SERVICES PROVIDED BY COMPANY ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO I-REPRESENTATIVE OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) EFFORT TO ACHIEVE PURPOSE; (iv) QUALITY; (v) ACCURACY; (vi) NON-INFRINGEMENT; (vii) QUIET ENJOYMENT; AND (viii) TITLE. I-REPRESENTATIVE AGREES THAT ANY EFFORTS BY COMPANY TO MODIFY ITS PRODUCTS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY COMPANY WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. I-REPRESENTATIVE FURTHER AGREES THAT COMPANY SHALL NOT BE LIABLE TO THE I- REPRESENTATIVE OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, WITHOUT LIMITATION, ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, WHETHER UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT OR OTHERWISE, EVEN IN THE EVENT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO I-REPRESENTATIVE. IN SUCH JURISDICTIONS, COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Business Practices

 5.1. Spamming . The I-Representative shall not engage in or facilitate any form of spamming in any way with any Customers or potential Customers of Company or any of Company's Providers. Spamming occurs when a party uses any unauthorized or unsolicited communication or transmission of information or material by phone, facsimile, email or other telecommunication equipment to another individual or entity not having a prior business or personal relationship with that sender. Specifically, unsolicited advertisements sent by telephone or facsimile are restricted by federal law. Legal action may be filed to recover actual monetary loss from such violation, with damages for each such violation, whichever is greater. This Section shall survive the termination or expiration of this Agreement.

5.2. Spamming NO Tolerance Policy. It is acknowledged by the I- Representative that Company prohibits and shall not tolerate any occurrence of Spamming. Upon each and every occasion that the I-Representative endorses or negotiates the monthly compensation checks issued and delivered to the I-Representative by Company, each I-Representative reaffirms that the I-Representative shall not engage in or facilitate any form of spamming in any way with any customers or potential customer of Company or any of Company's Providers. Company will take any and all action necessary to protect Company's Customers against Spamming, including, but without limitation, termination of the I-Representative. The Company prohibits the I- Representative from using any of Company's Proprietary Information, Proprietary Materials and Licensed Materials on or through any automatic calling devises, "broiler room" operations or any other form or unsolicited advertising to generate prospective customers or for sponsoring new I-Representatives.

5.3. Stacking NO Tolerance Policy. Stacking NO Tolerance Policy. The I-Representative shall not engage in or facilitate any form of stacking. Stacking is absolutely forbidden and will be deemed a violation of the terms and conditions of this Agreement. If Company determines that I-Representative has stacked or attempted to stack, Company may, in its sole and absolute discretion,
terminate the I-Representative and withhold any and all payments allegedly due to I-Representative. Actions constituting stacking and attempted stacking shall be determined by Company in its sole and absolute discretion. Company will consider all stacking and activities resembling stacking as illegal and immediately terminate I-Representative. No more than three (3) I-Representative Activation Code Numbers will be allowed per household. The persons living in that household must all be sponsored by the original sponsor of the first I-Representative in that household. This means all three (3) people in that household will have the same sponsor. More specifically, Husbands and wives may not sponsor each other directly or indirectly, nor have different sponsors. If one spouse is already an I-Representative, the nonparticipating spouse may elect to become an I-Representative, but must join the same I-Representative code as his or her spouse. Company reserves the right to reject any applications for a new I-Representative or applications for renewal.

5.4. Manipulation of Compensation Plan NO Tolerance Policy. The I-Representative shall not engage in or facilitate any form of manipulation of the compensation plan. Manipulation of the compensation plan is absolutely forbidden and will be deemed a violation of the terms and conditions of this Agreement. If Company determines that I-Representative has manipulated or attempted to manipulate the compensation plan, Company may, in its sole and absolute discretion, terminate the I-Representative and withhold any and all payments/commissions allegedly due to I-Representative. Manipulation and attempted manipulation of the compensation plan shall be determined by Company in its sole and absolute discretion.

5.5. Violation of Laws and Regulations. I-Representative acknowledges that certain local, state and federal laws and regulations apply to I-Representative as an independent contractor and as an individual. I-Representative agrees to comply with all applicable local, state and federal laws. Further, I-Representative agrees to defend, indemnify, and hold harmless Company, including Company's affiliates, subsidiaries, agents, directors, officers and employees, against any and all claims, damages, losses, causes of action, liabilities and expenses of any kind or nature, including but not limited to reasonable attorney fees, which arise out of or relate to the failure of I-Representative to comply with such applicable local, state and federal laws and regulations in the performance of I-Representative's obligations under this Agreement. This Section shall survive the termination or expiration of this Agreement.

5.6. Non-Circumvention. During the term of this Agreement and for a period of two (2) years after the I-Representative's resignation, termination or departure from Company, I- Representative shall not circumvent or attempt to circumvent Company by negotiating with or entering into any agreement or agreements, competitive or otherwise, directly or indirectly, with any of the Providers of the Company. Further, I-Representative shall not attempt to solicit, induce or cause transfer of any Customer or other I-Representatives of Company to another provider competitive to Company. The I-Representative acknowledges that such acts are tortious interference with a contract by and between Company and its customers or other I- Representative. This Section shall survive the termination or expiration of this Agreement.

5.7. I-Representation business cards , stationary and any printed material, proposing to use Company name or any Proprietary Marks, must be submitted by the I- Representative to Company for review and approval by written consent of an authorized officer of Company prior to printing and distribution.

5.8. I-Representation Business Phones . The I-Representative's business-telephone(s) may not use, be listed under or make reference to Company name.

5.9. Press Inquiries. Any inquiries by the news media must be referred immediately to Company for prior written approval in order to ensure presentation of factual information, plus an accurate and consistent public image.

Marketing Materials

6.1. Representations Regarding the Company. I-Representative agrees not to make any oral or written statements regarding Company, its products, its services, the products and services of its Providers and the Company marketing program, that are not expressly contained in the materials supplied by Company directly or indirectly to the I-Representative. The I-Representative agrees to indemnify and hold harmless Company from any and all liability including judgments, civil penalties, refund, attorney fees, court cost or lost business incurred by Company as a result of I-Representative's unauthorized representations. This Section shall survive the termination or expiration of this Agreement.

6.2. Reporting. Company may provide regular computer reports to the I- Representatives. The reports may include information regarding I-Representative's sales performance and I-Representative Customer purchase(s). The I-Representative acknowledges that such reports are at Company's sole and absolute discretion and are Company's Proprietary Information. The use of such reports is provided by Company for use solely by the I-Representative only during the Term of this Agreement and not afterwards. The I-Representative shall not, directly or indirectly, disclose the Proprietary Information to any third party. The I-Representative and Company agree that, but for this Agreement of confidentiality and nondisclosure, Company would not provide the Proprietary Information to the I-Representative. This Section shall survive the termination or expiration of this Agreement.

6.3. Proprietary Marks. The Proprietary Marks of Company and Providers have significant value and the I-Representative may use the Proprietary Marks only as authorized and pursuant to this Agreement. The I-Representative shall use the Proprietary Marks only in the form and format provided by Company. The I-Representative shall obtain prior written permission from an authorized officer of Company for any other use of the Proprietary Marks. Such prohibited use includes, but is not limited to, advertising or promotional materials individually procured by the I- Representative for marketing of the products and services of Company or its Providers. The I-Representative shall not use any written, printed, recorded material, or any other material in advertising, promoting or describing the products and services of Company's marketing and sponsoring program, unless such materials have been submitted to Company for approval and such approval is granted, in writing, by an officer of Company prior to dissemination, publication, displayed or use by the I-Representative.

6.4. Licensed Materials. The Licensed Materials of Company and Providers have significant value and the I-Representative shall not advertise the Licensed Materials of Company and Providers, except when and as authorized by prior written consent by an authorized officer of Company. Any display, institutional, trademark, television, radio, Internet, direct mail or newspaper advertising copy, other than that originated, produced and disseminated by Company, must be submitted by the I-Representative to Company for analysis, review and approved by written consent of an authorized officer of Company prior to dissemination, use or publication, privately or publicly. Company reserves the right, in its sole and absolute discretion, to deny any such I-Representative request for any reason or no reason whatsoever.

Termination

 7.1. The I-Representative may terminate the relationship with Company at any time and for any reason, simply by written or email notification delivered to Company. In the event the I-Representative elects to terminate this Agreement and the relationship with Company, all rights to receipt of compensation, including but not limited to commissions, shall terminate immediately.

7.2. Company reserves the right to terminate the relationship with the I-Representative at any time; including in the event that in Company's sole and absolute opinion, the Company determines that the I-Representative has violated: (i) any of the terms and conditions of this Agreement, as it presently exists or as it may be amended or modified from time to time; (ii) any provision of applicable laws, rules or regulations; (iii) any standards of fair and honest dealing, including but not limited to, the I-Representative dealing in any secret arrangement, deceitful tactic, stacking, spamming, collusion or apparent conspiracy with any third-party to circumvent any existing prohibitive provision or non-compete agreement by and between that third-party and a respective contracting-party to which the third-party has an apparent binding obligation; (iv) any Company policy or procedure; (v) the I-Representative's neglect or failure to maintain and provide Company with a current email address, mailing address, phone number(s) or other pertinent data deemed necessary at the sole and absolute discretion of Company; or (vi) the I-Representative has not met Company's sales goals with regard to the procurement of new Customers and/or the maintenance of I-Representative's existing Customers. The act of termination of an I- Representative carries with it the corresponding termination of any and all current or future compensation that may be attributed to products and services marketed on behalf of Company by the subject I-Representative.

7.3. In the event of such termination of the I-Representative, the sole obligation of Company shall be to notify the I-Representative at the last known e-mail address provided by the I-Representative to Company. The termination shall be effective immediately, unless otherwise stated in the notice.

7.4. The I-Representative shall have a fifteen (15) day period from the date of transmission of the email notification in which to appeal/dispute the termination in writing. In the event Company does not receive the I-Representative's written appeal/dispute within the fifteen (15) day period, then the termination shall be final and effective as of the date of the notification of termination.

7.5. In the event the I-Representative files a written appeal/dispute in a timely manner, Company shall (i) review the factual basis of the written appeal/dispute; (ii) consider the premises of the termination; (iii) consider any alternative action that may be appropriate; and (iv) notify the I-Representative of Company's final decision.

7.6. Company's decision shall be final and absolute and subject to no further review. In the event Company upholds the termination, the effective date shall be the date of original notice of termination emailed by Company.

Miscellaneous

 8.1. Waiver. No course of dealing between Company and the I-Representative shall modify, amend, waive or terminate any of the terms and conditions herein or any obligations of the I-Representative under or by reason of this Agreement, without the prior written consent of an authorized officer of Company.

8.2. Dispute Resolution. This Agreement is governed under the laws of the State of Florida . During and after the Term or any extension of the Term of this Agreement, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof between Company and I-Representative or I-Representatives shall be settled exclusively in the Courts of Miami-Dade County, Florida. Litigable claims shall include, but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation. BOTH PARTIES FOREVER RELINQUISH THEIR RESPECTIVE RIGHTS/ENTITLEMENT TO TRIAL BY JURY IN ANY AND ALL LITIGATION PERTAINING TO THIS AGREEMENT.. This clause shall not be construed to limit Company from bringing any action for injunctive or other provisional relief as Company deems necessary or appropriate to compel I-Representative to comply with its obligations hereunder or to protect Company's intellectual property rights in any court of competent jurisdiction in the State of Florida and agree that in the event Company elects to bring an action for injunctive or other provisional relief in a court of competent jurisdiction, such court(s) shall have exclusive jurisdiction over any such action. Notwithstanding the foregoing and in its sole and absolute discretion, Company may seek and obtain such injunctive or other provisional remedies to prevent an anticipatory, threatened or continued breach of this Agreement, through the legal procedure stated herein. Each of the parties hereby submits to the jurisdiction of the state and federal courts in Miami , Florida , for these purposes. Pending the final disposition of a dispute other than a dispute arising out of the termination of this Agreement by Company, the parties shall, at all times, proceed diligently with the performance of this Agreement.

8.3. Severability. If all or part of any term or condition of this Agreement, or the application of any term or condition of this Agreement, is determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of the terms and conditions of this Agreement (other than those portions determined to be invalid or unenforceable) shall not be affected, and the remaining terms and conditions (or portions of terms or conditions) shall be valid and enforceable to the fullest extent permitted by law. If a judicial determination prevents the accomplishment of the purpose of this Agreement, the invalid term or condition (or portions of terms or conditions) shall be restated to conform with applicable law and to reflect as nearly as possible the original intention of the parties.

8.4. Waiver or Forbearance. Any delay or failure of Company to insist upon strict performance of any obligation under this Agreement or to exercise any right or remedy provided under this Agreement shall not be a waiver of Company's right to demand strict compliance, irrespective of the number or duration of any delay(s) or failure(s). No term or condition imposed on Company under this Agreement shall be waived and no breach by I-Representative shall be excused unless that waiver or excuse of a breach has been put in writing and signed by Company. No waiver in any instance of any right or remedy shall constitute waiver of any other right or remedy under this Agreement. No consent to or forbearance of any breach or substandard performance of any obligation under this Agreement shall constitute consent to modification or reduction of the other obligations or forbearance of any other breach.

8.5. Headings. The headings used in this Agreement are merely for reference. The headings have no independent legal meaning and impose no obligations or conditions on the parties.

8.6. Choice of Law . This Agreement shall be interpreted and governed by the laws of the State of Florida , without regard to conflicts of law principles.

8.7. Indemnification. In the event the I-Representative violates the terms and conditions contained herein, I-Representative agrees to indemnify and hold harmless Company for any and all losses, costs, or damages, including reasonable attorneys' fees incurred by Company and relating to, or arising out of such a breach. The I-Representative, not Company, is solely and absolutely responsible for I-Representative's behavior and acts with regard to procured or in the procurement of Customers.

9.8. Entire Agreement. This I-Representative Terms and Conditions Agreement, as stated herein and as amended or modified from time to time hereinafter, supersede any and all other agreements, either oral or in writing, between Company and the I-Representative with respect to the matters stated herein. This Agreement, including any and all other documents incorporated herein by reference, contains all of the covenants and agreements between the parties with respect thereto. The terms and conditions of this Agreement may be amended or modified by Company at any time. Any such amendments or modifications shall become effective immediately upon Company's posting on Company's Website unless another effective date is specified. Each and every I-Representative reaffirms the Acceptance of this Agreement with Company upon each and every occasion that the I-Representative exercises use of the Company E-Mail and/or Website and, specifically, when the I-Representative endorses or negotiates the monthly compensation checks issued and delivered by Company to the I- Representative.

I HAVE READ AND UNDERSTAND THE TERMS CONDITIONS AND NOTICES OF THIS AGREEMENT. IN THE EVENT I DO NOT CLICK THE "I ACCEPT/AGREE" BUTTON, MY APPLICATION SHALL BE NULL, VOID AND OF NO EFFECT AND I WILL HAVE NO RIGHTS UNDER THE TERMS CONDITIONS AND NOTICES OF THIS AGREEMENT. I ACKNOWLEDGE THAT I KNOWINGLY ACCEPT AND AGREE TO BECOME LEGALLY BOUND BY THE TERMS AND CONDITIONS STATED HEREINABOVE. FURTHER, I ACKNOWLEDGE MY ACCEPTANCE BY PHYSICALLY CLICKING THE "I ACCEPT/AGREE" BUTTON, WHICH ALSO REPRESENTS MY "ELECTRONIC SIGNATURE" AFFIRMING MY ACCEPTANCE. ACTIVATION OF THIS BUTTON ALLOWS ME TO HAVE ACCESS TO THE INFORMATION ENTRY PAGE TO PROCEED WITH ENTRY OF THE REQUISITE DATA TO BECOME AN I-REPRESENTATIVE FOR THE COMPANY, SHOULD COMPANY ACCEPT MY APPLICATION.