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12-15-2016 Tecademics Affiliate Terms and Conditions Page 1 TECADEMICS AFFILIATE TERMS AND CONDITIONS These Affiliate Terms and Conditions include the following documents, all of which are also available within the Virtual Office: Affiliate Policies and Procedures Guide Privacy Policy Anti-Spam Policy Intellectual Property Policy Confidentiality and Non-Disclosure Agreement Right of Rescission Website Rules Due Diligence Income and Earnings Disclaimer Advertising and Intellectual Property Use Guidelines Consent to Electronic Record Training Hours Purchase Policy Training Partner Policy Independent Contractor Agreement

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Page 1: TECADEMICS AFFILIATE TERMS AND CONDITIONS€¦ · Tecademics Affiliate Terms and Conditions Page 1 TECADEMICS AFFILIATE ... for commissions or bonuses until all past-due Affiliate

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TECADEMICS AFFILIATE TERMS AND CONDITIONS

These Affiliate Terms and Conditions include the following documents, all of which are also available within the Virtual Office:

Affiliate Policies and Procedures Guide

Privacy Policy

Anti-Spam Policy

Intellectual Property Policy

Confidentiality and Non-Disclosure Agreement

Right of Rescission

Website Rules

Due Diligence

Income and Earnings Disclaimer

Advertising and Intellectual Property Use Guidelines

Consent to Electronic Record

Training Hours Purchase Policy

Training Partner Policy

Independent Contractor Agreement

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TECADEMICS

AFFILIATE POLICIES AND PROCEDURES GUIDE

SECTION 1 - CORPORATE MISSION

Our Vision

Social media and internet marketing strategies have completely changed the way that entrepre-

neurs are able to build, grow, and scale their businesses online.

Many entrepreneurs, however, struggle to successfully implement up-to-date strategies and

real-time internet marketing concepts that truly work. Our programs are specifically designed to

fill this void by providing high-quality, entrepreneurial training. Our trainings are presented by

expert professionals who actually practice and continually perfect what they teach. Additionally,

our trainings, which are constantly updated, will be uniquely presented to enhance learning, re-

tention, and success for our Customers.

We believe this new method of teaching will disrupt the internet marketing industry by empow-

ering entrepreneurs with the key knowledge necessary to take immediate action with a focus on

achieving goals for their businesses.

SECTION 2 - INTRODUCTION

2.1 POLICIES AND COMPENSATION PROGRAM INCORPORATED INTO AFFILIATE

AGREEMENT

These Affiliate Policies and Procedures and the Compensation Program, in their present form,

and as amended by Tecademics LLC (hereafter “Tecademics” or the “Company”) from time to

time at its sole discretion, are incorporated into and form an integral part of the Tecademics Af-

filiate Agreement (the “Agreement”). It is the responsibility of each Affiliate to read, understand,

adhere to, and insure that he or she is aware of and operating under the most current version of

these Policies and Procedures. Currently, Tecademics has expanded policies applicable to Adver-

tising, Website Terms and Conditions, Spam, Intellectual Property and Privacy, which are incor-

porated by reference into this agreement. Throughout these Policies and Procedures, when the

term “Agreement” is used, it collectively refers to the Tecademics Affiliate Application and

Agreement, these Policies and Procedures, and the Tecademics Compensation Program. These

documents are also incorporated by reference into the Tecademics Affiliate Agreement (all in

their current form and as amended from time to time by Tecademics at its sole discretion).

2.2 CHANGES TO THE AGREEMENT

Tecademics reserves the right to amend the Agreement and its prices at its sole discretion. By

executing the Affiliate Agreement, an Affiliate agrees to abide by all amendments or modifica-

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tions that Tecademics elects to make. Amendments shall be effective immediately after publica-

tion of notice that the Agreement has been modified. Amendments shall not apply retroactively

to conduct that occurred prior to the effective date of the amendment. Notification of amend-

ments shall be published by one or more of the following methods: (1) posting on the Com-

pany’s official web site, (2) electronic mail (e-mail), (3) posting in Affiliates’ back-offices, (4) in-

clusion in Company periodicals, (5) inclusion in product orders, or (6) special mailings. The con-

tinuation of an Affiliate Tecademics opportunity, the acceptance of any benefits under the

Agreement or an Affiliate’s acceptance of bonuses or commissions constitutes acceptance of all

amendments.

2.3 POLICIES AND PROVISIONS SEVERABLE

If any provision of the Agreement, in its current form or as may be amended, is found to be inva-

lid or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed

and the remaining terms and provisions shall remain in full force and effect. The severed provi-

sion, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as

possible.

2.3.1 Correcting Clerical Errors in this Policy Guide

For purposes of this Policy Guide, a clerical error is an unintentional mistake that does not

change the result or intent of the Policy. Some examples of clerical errors are:

drafting errors, missing or incorrect words or numbers, misspellings;

mathematical Tabulation errors, dates, grammatical errors, incorrect headings;

illogical use of words or terms, or ambiguity inconsistent with earlier editions of this

Policy Guide.

When asking for an interpretation, a party must clearly identify the clerical error in question.

When a party requests a corrected initial or final interpretation, Compliance must either: 1)

send all parties a corrected text, or 2) deny the request, leaving the original text in effect. If

Compliance corrects an initial request, the correction will be published in the VO.

2.4 WAIVER

The Company never gives up its right to insist on compliance with the Agreement and with the

applicable laws governing the conduct of an opportunity. No failure of Tecademics to exercise

any right or power under the Agreement or to insist upon strict compliance by an Affiliate with

any obligation or provision of the Agreement, and no custom or practice of the parties at vari-

ance with the terms of the Agreement, shall constitute a waiver of Tecademics right to demand

exact compliance with the Agreement. The existence of any claim or cause of action of an Affili-

ate against Tecademics shall not constitute a defense to Tecademics enforcement of any term or

provision of the Agreement.

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SECTION 3 - BECOMING AN AFFILIATE

3.1 REQUIREMENTS TO BECOME AN AFFILIATE

To become a Tecademics Affiliate, each applicant must be at least 18 years of age and submit a properly completed online Affiliate Application and Agreement to Tecademics.

Upon review of an application, Tecademics reserves the right to accept or reject any Affiliate Ap-

plication and Agreement for any reason or for no reason.

3.2 PRODUCT PURCHASES

Other than the payment of the ongoing monthly administrative virtual office fee, if any, no person

is required to purchase Tecademics products, services or sales aids, or to pay any charge or fee to

become or remain an Affiliate.

3.3 AFFILIATE BENEFITS

Once an Affiliate Application and Agreement has been accepted by Tecademics the benefits of

the Compensation Program and the Affiliate Agreement are available to the new Affiliates.

These benefits include the right to:

Become Certified to market defined Tecademics products and services;

Participate in the Tecademics Compensation Program (receive bonuses and commis-sions, if eligible);

Sponsor other individuals as Customers or Affiliates into the Tecademics opportunity and thereby build a down-line and progress through the Tecademics Compensation Pro-gram;

Receive periodic Tecademics literature and other Tecademics communications;

Participate in Tecademics-sponsored support, service, training, motivational, and recog-nition functions, upon payment of appropriate charges, if applicable; and

Participate in promotional and incentive contests and programs sponsored by Tecadem-ics for its Affiliates.

3.4 TERM AND RENEWAL OF YOUR TECADEMICS OPPORTUNITY

The term of the Affiliate Agreement is month-to-month and is automatically renewed upon the

payment of the monthly Affiliate virtual office access fee, if any. Should an Affiliate fail to pay

his/her monthly fee, the Affiliate’s opportunity will be put on suspension and will not be eligible

for commissions or bonuses until all past-due Affiliate fees are paid. If the Affiliate fails to pay

his/her fee for a full month, the Affiliate’s Agreement shall be permanently terminated.

SECTION 4 - OPERATING A TECADEMICS OPPORTUNITY

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4.1 ADHERENCE TO THE TECADEMICS COMPENSATION PROGRAM

Affiliates must adhere to all of the terms of the Tecademics Compensation Program as set forth

in official Tecademics literature. An Affiliate shall not offer the Tecademics opportunity through,

or in combination with, any other system, program, sales tools, or method of marketing other

than those specifically set forth in official Tecademics literature. Affiliates shall not require or

encourage other current or prospective Customers or Affiliates to execute any agreement or

contract other than official Tecademics agreements and contract forms in order to become a

Tecademics Affiliate. Similarly, Affiliates shall not require or encourage other current or prospec-

tive Customers or Affiliates to make any purchase from, or payment to, any individual or other

entity to participate in the Tecademics Compensation Program other than those purchases or

payments identified as recommended or required in official Tecademics literature.

At the end of each year, Tecademics will conduct a thorough review of Compensation Program

and its effectiveness with regard to Tecademics’ business practices. Following the review, Tec-

ademics reserves the right to make any and all changes necessary to bring the Compensation

Program in line with its current business practices.

4.2 ADVERTISING

4.2.1 General

All Affiliates shall safeguard and promote the good reputation of Tecademics and its products.

The marketing and promotion of Tecademics, the Tecademics opportunity, the Compensation

Program, and Tecademics products must avoid all discourteous, deceptive, misleading, unethi-

cal, or immoral conduct or practices.

To promote both the products and services, and the tremendous opportunity Tecademics offers,

Affiliates should use the sales aids, opportunity tools, and support materials produced by Tec-

ademics. The Company has carefully designed its products, product labels, Compensation Pro-

gram, and promotional materials to ensure that they are promoted in a fair and truthful man-

ner, that they are substantiated, and the materials comply with the legal requirements of fed-

eral and state laws.

Affiliates may not sell sales aids to other Tecademics Affiliates. Therefore, Affiliates who receive

authorization from Tecademics to produce their own sales aids may not sell such material to any

other Tecademics Affiliates. Affiliates may make approved material available to other Affiliates

free of charge if they wish, but may not charge other Tecademics Affiliates for the material.

4.2.2 Trademarks and Copyrights / Intellectual Property

The name of Tecademics and other names as may be adopted by Tecademics are proprietary

trade names, trademarks, and service marks of Tecademics (collectively “marks”). As such, these

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marks are of great value to Tecademics and are supplied to Affiliates for their use only in an ex-

pressly authorized manner. Tecademics will only allow the use of its marks, designs, or symbols,

or any derivatives thereof, solely for use by an Affiliate in the furtherance or operation of his or

her Tecademics opportunity. Tecademics will not allow the use of its marks, designs, or symbols,

or any derivatives thereof, by any person, including Tecademics Affiliates, in any manner with-

out its prior, written permission.

The content of all Company sponsored events is copyrighted material. Affiliates may not pro-

duce for sale or distribution any recorded Company events and speeches without written per-

mission from Tecademics, nor may Affiliates reproduce for sale or for personal use any record-

ing of Company-produced audio or video tape presentations.

Affiliates may not use the term Tecademics in its entirety in any form in their team name, a Ta-

gline, an external website name, a personal website address or extension, in an e-mail address,

as a personal name, or as a nickname. Additionally, only use the phrase Tecademics Independent

Affiliate in your phone greeting or on your answering machine to clearly separate your inde-

pendent Tecademics opportunity from Tecademics. For example, you may not secure the do-

main name wwwTecademicsmypro.com, nor may you create an email address such as Tecadem-

[email protected].

4.2.3 Independent Tecademics Affil iate Logo

If you use a Tecademics logo in any communication, you must use the Affiliate version of the

Tecademics logo. Using any other Tecademics logo requires written corporate approval.

4.2.4 Media and Media Inquiries

Affiliates must not attempt to respond to media inquiries regarding Tecademics, its products or

services, or their independent Tecademics opportunity. All inquiries by any type of media must

be immediately referred to Tecademics Marketing Department. This policy is designed to assure

that Tecademics provides accurate and consistent information to the public as well as maintain-

ing a proper public image.

4.2.5 Unsolicited Email-SPAM

Tecademics does not permit Affiliates to send unsolicited commercial emails unless such emails

strictly comply with applicable laws and regulations, including, without limitation, the federal

CAN SPAM Act. Any email sent by an Affiliate that promotes Tecademics, the Tecademics oppor-

tunity, or Tecademics products and services must comply with the following:

There must be a functioning return email address to the sender.

There must be either 1) a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future

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email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice); or 2) a functioning unsubscribe link.

The email must include the Affiliate’s physical mailing address.

The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.

The use of deceptive subject lines or false header information is prohibited.

All opt-out requests, whether received by email or regular mail, must be honored.

Tecademics may periodically, at its sole discretion and without formal notice to Affiliates, send

commercial emails on behalf of Affiliates. By entering into the Affiliate Agreement, Affiliate

agrees that the Company may send such emails and that the Affiliate’s physical and email ad-

dresses will be included in such emails as outlined above. Affiliates shall honor opt-out requests

generated as a result of such emails sent by the Company. Additional information can be found

in the Virtual Office under the tab “Corporate Documents.”

4.2.6 Unsolicited Faxes

Except as provided in this section, Affiliates may not use or transmit unsolicited faxes in connec-

tion with their Tecademics opportunity. The term "unsolicited faxes" means the transmission via

telephone facsimile or computer of any material or information advertising or promoting Tec-

ademics, its products, its Compensation Program or any other aspect of the company which is

transmitted to any person, except that these terms do not include a fax: (a) to any person with

that person's prior express invitation or permission; or (b) to any person with whom the Affiliate

has an established opportunity or personal relationship. The term "established opportunity or

personal relationship" means a prior or existing relationship formed by a voluntary two-way

communication between an Affiliate and a person on the basis of: (a) an inquiry, application,

purchase or transaction by the person regarding products offered by such Affiliates; or (b) a per-

sonal or familial relationship, which relationship has not been previously terminated by either

party.

4.2.7 Telephone Directory Listings

Affiliates may list themselves as an “Affiliate” in the white or yellow pages of the telephone di-

rectory, or with online directories, under their own name. No Affiliate may place telephone or

online directory display ads using Tecademics’ name or logo, except as described below. Affili-

ates may not answer the telephone by saying “Tecademics”, “Tecademics Incorporated”, or in

any other manner that would lead the caller to believe that he or she has reached the corporate

offices of Tecademics. If an Affiliate wishes to post his/her name in a telephone or online direc-

tory, it must be listed in the following format:

Affiliate’s Name

Tecademics LLC

Independent Consultant

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4.2.8 Television and Radio Advertising

Affiliates may not advertise on television and radio except with Tecademics’ express written ap-

proval.

4.2.9 Advertised Prices

Affiliates may not create their own marketing or advertising material offering any Tecademics

products at a price other than the official Tecademics currently advertised price.

4.3 ONLINE CONDUCT

4.3.1 Affil iate Web Sites

Affiliates may be provided with a replicated website by Tecademics, from which they can take

orders, enroll new Affiliates, and manage their Tecademics opportunity. Affiliates may not cre-

ate their own websites to promote their Tecademics opportunity or sell Tecademics products.

4.3.2 Tecademics Replicated Websites

Affiliates may receive a Tecademics Replicated Website subscription to facilitate the online buy-

ing experience for their Customers and enrollments for Affiliate prospects.

Affiliates may not alter the branding, artwork, look, or feel of their Replicated Website, except

as specifically allowed by Tecademics and may not use their Replicated Website to promote,

market or sell non-Tecademics products, services, or business opportunities. Except as specifi-

cally allowed by Tecademics, you may not alter the look (placement, sizing etc.) or functionality

of the following:

The Tecademics Affiliate Logo

Your Name

Tecademics Corporate Website Redirect Button

Artwork, logos, or graphics

Original text

Because Replicated Websites reside on the Tecademics.com domain, Tecademics reserves the

right to receive analytics and information regarding the usage of your website.

By default, your Tecademics Replicated Website URL is assigned a uniquely identifiable website

name, which cannot:

Be confused with other portions of the Tecademics corporate website;

Confuse a reasonable person into thinking they have landed on a Tecademics corporate page; or

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Contain any discourteous, misleading, or off-color words or phrases that may damage Tecademics’ image.

Refer to the Virtual Office for additional information regarding Website Terms and Conditions.

4.3.3 Team Websites

You may use team websites for the purposes of connecting, communicating, training, education

and sharing best practices among team members. Because these sites may contain sensitive and

Company-specific information, these team websites may only be shared with members of your

organization.

4.3.4 Domain Names, Email Addresses and Online Aliases -Intellectual Property

You are not allowed to use or register Tecademics or any of Tecademics’ trademarks, product

names, or any derivatives, for any Internet domain name, email address, or online aliases. Addi-

tionally, you cannot use or register domain names, email addresses, and/or online aliases that

could cause confusion, or be misleading or deceptive, in that they may cause individuals to be-

lieve or assume the communication is from or is the property of Tecademics.

4.3.5 Online Classifieds

You may not use online classifieds (including Craigslist) to list, sell, or retail specific Tecademics

products or product bundles. You may use online classifieds (including Craigslist) for prospect-

ing, recruiting, sponsoring, and informing the public about the Tecademics opportunity, pro-

vided Tecademics-approved templates/images are used. These templates will identify you as an

Independent Tecademics Affiliate. If a link or URL is provided, it must link to your Replicated

Website or your Registered External Website.

4.3.6 Banner Advertising

You may place banner advertisements on a website provided you use Tecademics-approved

templates and images. All banner advertisements must link to your Replicated Website. Affili-

ates may not use blind ads (ads that do not disclose the identity of the Company) or web pages

that make product or income claims that are ultimately associated with Tecademics products or

the Tecademics opportunity.

4.3.7 Spam Linking

Spam linking is defined as multiple consecutive submissions of the same or similar content into

blogs, wikis, guest books, websites or other publicly accessible online discussion boards or fo-

rums and is not allowed. This includes blog spamming, blog comment spamming, and spam-dex-

ing. Any comments you make on blogs, forums, guest books, etc., must be unique, informative

and relevant.

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4.3.8 Digital Media Submission (YouTube, iTunes, Snapchat, etc.)

Affiliates may upload, submit or publish Tecademics-related video, audio or photo content that

they develop and create so long as it aligns with Tecademics’ values, contributes to the Tec-

ademics community greater good, and is in compliance with Tecademics’ Policies and Proce-

dures. All submissions must clearly identify you as an Independent Tecademics Affiliate in the

content itself and in the content description tag, must comply with all copyright/legal require-

ments, and must state that you are solely responsible for the content. Affiliates may not upload,

submit, or publish any content (video, audio, presentations, or any computer files) received

from Tecademics or captured at official Tecademics events or in buildings owned or operated by

Tecademics without prior written permission.

4.3.9 Sponsored Links / Pay-Per-Click (PPC) Ads

Sponsored links or pay-per-click (PPC) ads are acceptable. The destination URL must be to either

the sponsoring Affiliate’s Replicated Website or to the sponsoring Affiliate’s Registered External

Website. The display URL must also be to either the sponsoring Affiliate’s Replicated Website or

to your Registered External Website, and must not contain any URL that could lead the user to

believe they are being directed to a Tecademics Corporate site, or be inappropriate or mislead-

ing in any way.

4.3.10 Domain Names and Email Addresses

Subject to the terms as set forth in the Affiliate Agreement or these Policies and Procedures, Af-

filiates may not use or attempt to register any of Tecademics’ trade names, trademarks, service

names, service marks, product names, the Company’s name, or any derivative of the foregoing,

for any Internet domain name, email address, or social media name or address.

4.3.11 Social Media

In addition to meeting all other requirements specified in these Policies and Procedures, should

an Affiliate utilize any form of social media, including, but not limited to, Facebook, Twitter,

Linkedin, YouTube, or Pinterest, the Affiliate agrees to each of the following:

No product sales or enrollments may occur on any social media site. To generate activ-ity, a social media site must link only to the Affiliate’s Tecademics Replicated Website.

It is each Affiliate’s responsibility to follow the social media site’s terms of use. If the so-cial media site does not allow its site to be used for commercial activity, you must abide by the site’s terms of use.

Any social media site that is directly or indirectly operated or controlled by an Affiliate that is used to discuss or promote Tecademics’ products or the Tecademics opportunity may not link to any website, social media site, or site of any other nature, other than the Affiliate’s Tecademics replicated website.

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During the term of this Agreement and for a period of 12 calendar months thereafter, an Affiliate may not use any social media site on which they discuss or promote, or have discussed or promoted, the Tecademics opportunity or Tecademics’ products to directly or indirectly solicit Tecademics Affiliates for another direct selling or network marketing program (collectively, “direct selling”). In furtherance of this provision, an Affiliate shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Affiliates relating to the Affiliate’s other direct selling opportunity activities. Violation of this provision shall constitute a violation of the non-solicitation provision in Section 4.11 below.

An Affiliate may post or “pin” photographs of Tecademics products on a social media site, but only photos that are provided by Tecademics and downloaded from the Affiliate’s Back-Office may be used.

If an Affiliate creates an opportunity profile page on any social media site that promotes or re-

lates to Tecademics, its products, or opportunity, the opportunity profile page must relate exclu-

sively to the Affiliate’s Tecademics opportunity and Tecademics products. If the Affiliate’s Tec-

ademics opportunity is cancelled for any reason or if the Affiliate becomes inactive, the Affiliate

must deactivate the opportunity profile page.

4.4 OPPORTUNITY ENTITIES

A corporation, limited liability company, partnership, or trust (collectively referred to in this sec-

tion as an “Opportunity Entity”) may apply to be a Tecademics Affiliate by submitting an Affiliate

Application and Agreement along with a properly completed Opportunity Entity Application and

Agreement and a properly completed IRS form W-9. The Opportunity Entity, as well as all share-

holders, members, managers, partners, trustees, or other parties with any ownership interest in,

or management responsibilities for, the Opportunity Entity (collectively “Affiliated Parties”) are

individually, jointly and severally liable for any indebtedness to Tecademics, compliance with the

Tecademics Policies and Procedures, the Tecademics Affiliate Agreement, and other obligations

to Tecademics.

To prevent the circumvention of Sections 4.25 (regarding transfers and assignments of a Tec-

ademics opportunity) and 4.5 (regarding Sponsorship Changes), if any Affiliated Party wants to

terminate his or her relationship with the Opportunity Entity or Tecademics, the Affiliated Party

must terminate his or her affiliation with the Opportunity Entity, notify Tecademics in writing

that he or she has terminated his/her affiliation with the Opportunity Entity, and must comply

with the provisions of Section 4.25. In addition, the Affiliated Party foregoing their interest in

the Opportunity Entity may not participate in any other Tecademics opportunity for six consecu-

tive calendar months in accordance with Section 4.5.3. If the Opportunity Entity wishes to bring

on any new Affiliated Party, it must adhere to the requirements of Section 4.25.

The modifications permitted within the scope of this paragraph do not include a change of spon-

sorship. Changes of sponsorship are addressed in Section 4.5, below. There is a processing fee

for each change requested, which must be included with the written request and the completed

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Affiliate Application and Agreement. Tecademics may, at its sole discretion, require notarized

documents before implementing any changes to a Tecademics opportunity. Please allow thirty

(30) days after the receipt of the request by Tecademics for processing to be completed.

4.4.1 Changes to an Opportunity Entity

Each Affiliate must immediately notify Tecademics of all changes to type of opportunity entity (if

any) they utilize in operating their opportunities and the addition or removal of opportunity Af-

filiated Parties.

4.5 CHANGE OF SPONSOR

Tecademics strongly discourages changes in sponsorship. Accordingly, the transfer of a Tec-

ademics opportunity from one sponsor to another is rarely permitted. Requests for change of

sponsorship must be submitted in writing to the Affiliate Services Department, and must include

the reason for the transfer.

4.5.1 Misplacement

In cases in which the new Affiliate is sponsored by someone other than the individual he or she

was led to believe would be his or her Sponsor, an Affiliate may request that he or she be trans-

ferred to another organization with his or her entire downline intact. Requests for transfer un-

der this policy will be evaluated on a case-by-case basis and must be made within three days

from the date of enrollment. The Affiliate requesting the change has the burden of proving that

he or she was placed beneath the wrong sponsor. It is up to Tecademics’ sole discretion as to

whether the requested change will be implemented.

4.5.2 Company Approval

The Affiliate seeking to transfer must submit a properly completed and fully executed Sponsor-

ship Transfer Form, which requires written Company approval. All Affiliate signatures must be

notarized. The Affiliate who requests the transfer must submit a fee for administrative charges

and data processing. If the transferring Affiliate also wants to move any of the Affiliates in his or

her downline, each downline Affiliate must also obtain a properly completed Sponsorship Trans-

fer Form and return it to Tecademics with the change fee (i.e., the transferring Affiliate and each

Affiliate in his or her downline multiplied by $50.00 is the cost to move a Tecademics oppor-

tunity.) Downline Affiliates will not be moved with the transferring Affiliate unless all of the re-

quirements of this paragraph are met. Transferring Affiliates must allow thirty (30) days after

the receipt of the Sponsorship Transfer Forms by Tecademics for processing and verifying

change requests. Tecademics will consider waiving the six month waiting period under excep-

tional circumstances. Such requests for waiver must be submitted to Tecademics in writing.

4.5.3 Cancellation and Re-application

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An Affiliate may legitimately change organizations by voluntarily canceling his or her Tecademics

Affiliate Agreement and remaining inactive (i.e., no purchases of Tecademics products for resale;

no sales of Tecademics product; no sponsoring; no attendance at any Tecademics functions; no

participation in any other form of Affiliate activity, or operation of any other Tecademics oppor-

tunity; and no income from the Tecademics opportunity for six (6) full calendar months. Follow-

ing the six-month period of inactivity, the former Affiliate may reapply under a new sponsor;

however, the former Affiliate’s downline will remain in their original line of sponsorship.

4.6 WAIVER OF CLAIMS

In cases in which the appropriate sponsorship change procedures have not been followed, and a

downline organization has been developed in the second opportunity developed by an Affiliate,

Tecademics reserves the sole and exclusive right to determine the final disposition of the down-

line organization. Resolving conflicts over the proper placement of a downline that has devel-

oped under an organization that has improperly switched sponsors is often extremely difficult.

Therefore, Affiliates WAIVE ANY AND ALL CLAIMS AGAINST Tecademics, ITS OFFICERS, DIREC-

TORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM Tecademics’ DE-

CISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS

BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.

4.7 UNAUTHORIZED CLAIMS AND ACTIONS

4.7.1 Indemnification

An Affiliate is fully responsible for all of his or her verbal and written statements made regarding Tecademics products, services, and the Compensation Program that are not expressly contained in official Tecademics materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through Social Media, in print, or any other means of communication. Affiliates agree to indemnify and defend Tecademics and Tecademics’ directors, officers, employees, contractors, and agents, and hold them harmless from all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost opportunity incurred, penalties, damages, settlements, professional fees, or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind and charac-ter in connection with or arising directly or indirectly out of this Agreement or the performance hereof by Tecademics as a result of the Affiliates unauthorized representations or actions. This provision shall survive the termination of the Affiliate’s Agreement. Affiliate further agrees to investigate, handle, respond to, and defend any claims, at his or her sole expense and agrees to bear all other costs and expenses related thereto, even if claims as-serted are baseless, groundless, false, or fraudulent. This Agreement is in effect beginning with the date the Affiliate Agreement is executed by the Parties and survives the termination of the Agreement.

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4.7.2 Compensation Program Claims

When presenting or discussing the Tecademics Compensation Program, you must make it clear

to prospects that financial success with Tecademics requires commitment, effort, and sales skill.

Conversely, you must never represent that one can be successful without diligently applying

oneself. Examples of misrepresentations in this area include the use of phrases verbally or in

writing such as:

It’s a turnkey system;

The system will do the work for you;

Just get in and your downline will build through spillover;

Just join and I’ll build your downline for you;

The company does all the work for you;

You don’t have to sell anything; or

All you have to do is pay your fees every month.

The above are just examples of improper representations about the Compensation Program. It

is important that you do not make these or any other representations that could lead a prospect

to believe that they can be successful as a Tecademics Affiliate without commitment, effort, and

sales skill.

4.7.3 Income Claims

An Affiliate, when presenting or discussing the Tecademics opportunity or Compensation Pro-

gram to a prospective Affiliate, may not make income projections, income claims, or disclose his

or her Tecademics income (including the showing of checks, copies of checks, Tecademics state-

ments, or Tecademics records) unless, at the time the presentation is made, the Affiliate pro-

vides a current copy of the Tecademics Income Disclosure Statement (IDS) to the person(s) to

whom he or she is making the presentation.

4.7.4 Income and Earnings Disclosure S tatement

Tecademics’ corporate ethics compel us to do not merely what is legally required, but rather, to

conduct the absolute best opportunity practices. To this end, we have developed the Tecadem-

ics Income and Earnings Disclosure Statement (“IDES”). The Tecademics is designed to convey

truthful, timely, and comprehensive information regarding the income that Tecademics Affili-

ates earn. In order to accomplish this objective, a copy of the IDS must be presented to all pro-

spective Affiliates before any discussion regarding income or earnings. The failure to comply

with this policy constitutes a significant and material breach of the Tecademics INDEPENDENT

CONTRACTOR Agreement and will be grounds for disciplinary sanctions, including termination.

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A copy of the IDES (available in the Virtual Office) must be presented to any prospective Affiliate

(someone who is not a party to a current Tecademics Affiliate Agreement) anytime the Compen-

sation Program is presented or discussed, or any type of income claim or earnings representa-

tion is stated.

The terms “income claim” and “earnings representation” (collectively “income claim”) include:

(1) personal statements of actual earnings, (2) speculative statements of projected personal

earnings, (3) subjective statements of earnings ranges, (4) income testimonials, (5) lifestyle

claims, and (6) hypothetical claims.

A lifestyle income claim typically includes statements (or pictures) involving large

homes, luxury cars, exotic vacations, or other items suggesting or implying wealth. It

also consist of references to the achievement of one's dreams or having everything one

always wanted, and are phrased in terms of “opportunity” or “possibility” or “chance.”

Claims such as “My Tecademics income exceeded my salary after six months in the op-

portunity,” or “Our Tecademics opportunity has allowed my wife to come home and be

a full-time mom” also fall within the purview of “lifestyle” claims.

A hypothetical income claim exists when you attempt to explain the operation of the

compensation Program through the use of a hypothetical example. Certain assumptions

are made regarding some or all of the following: (1) number of personally-enrolled Cus-

tomers and Affiliates; (2) number of downline Customers and Affiliates; (3) average

sales/purchase volume/sales volume per Customer and Affiliate; and (4) total organiza-

tional volume. Applying these assumptions through the Compensation Program yields

income figures which constitute hypothetical income claims.

In any non-public meeting (e.g., a home meeting, one-on-one, regardless of venue) with

a prospective Affiliate or Affiliates in which the Compensation Program is discussed or

any type of income claim is made, you must provide the prospect(s) with a copy of the

IDES. In any meeting that is open to the public in which the Compensation Program is

discussed or any type of income claim is made, you must provide every prospective Affil-

iate with a copy of the IDES.

Affiliates who develop sales aids and tools in which the Compensation Program or income claims

are present must incorporate the IDES into each sales aid or tool prior to submission to the

Company for review.

4.8 COMMERCIAL OUTLETS

Affiliates may not sell Tecademics products from a commercial outlet, nor may Affiliates display

or sell Tecademics products or literature in any retail or service establishment. Online auction

and sales facilitation websites, including, but not limited to, eBay and Craig’s List constitute

Commercial Outlets, and may not be used to sell Tecademics products.

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4.9 TRADE SHOWS, EXPOSITIONS AND OTHER SALES FORUMS

Affiliates may display or sell Tecademics products at trade shows and professional expositions.

Before submitting a deposit to the event promoter, Affiliates must contact the Tecademics Ser-

vices department in writing for conditional approval, as Tecademics’ policy is to authorize only

one Tecademics opportunity per event. Final approval will be granted to the first Affiliate who

submits an official advertisement of the event, a copy of the contract signed by both the Affili-

ate and the event official, and a receipt indicating that a deposit for the booth has been paid.

Approval is given only for the event specified. Any requests to participate in future events must

again be submitted to the Marketing Department. Tecademics further reserves the right to re-

fuse authorization to participate at any function which it does not deem a suitable forum for the

promotion of its products, services, or the Tecademics opportunity. Approval will not be given

for swap meets, garage sales, flea markets, or farmer’s markets as these events are not condu-

cive to the professional image Tecademics wishes to portray.

4.10 CONFLICTS OF INTEREST

4.10.1 Cross-Recruiting

The term “Recruit” means the actual or attempted sponsorship, solicitations, enrollment, en-

couragement, or effort to influence in any other way, either directly, indirectly, or through a

third party, another Tecademics Affiliate or Customer to enroll or participate in another network

marketing or direct sales opportunity.

Cross-recruiting of any individual currently on a Tecademics roster of any type, for any reason, is

prohibited and subject to immediate loss of benefits, Tecademics, and downline, up to and in-

cluding termination and legal action. The Uniform Trade Secrets Act prohibits this practice, as do

common law prohibitions against the misappropriation of trade secrets.

This happens when a personal recruit recruits a person who is otherwise unknown per-sonally by the recruiter. Distributors may not solicit non-personal recruits.

An up-line distributor solicits the downline distributor to change companies (or vice versa).

Tecademics Affiliates are free to participate in other multilevel or network marketing oppor-

tunity ventures or marketing opportunities (collectively “network marketing”). However, during

the term of this Agreement, Affiliates may not directly or indirectly cross-recruit other Tecadem-

ics Affiliates or Customers for any other network marketing opportunity.

Following the cancellation of an Affiliate’s Independent Affiliate Agreement, and for a period of

six calendar months thereafter, with the exception of an Affiliate who is personally sponsored by

the former Affiliates, a former Affiliate may not cross-recruit any Tecademics Affiliate or Cus-

tomer for another network marketing opportunity.

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Affiliates and the Company recognize that because network marketing is conducted through

networks of Affiliates dispersed across the United States and internationally, and opportunity is

commonly conducted via the internet and telephone, an effort to narrowly limit the geographic

scope of this non-solicitation provision would render it wholly ineffective. Therefore, Affiliates

and Tecademics agree that this non-solicitation provision shall apply nationwide and to all inter-

national markets in which Affiliates are located. This provision shall survive the termination or

expiration of the Affiliate Agreement.

4.10.2 Affiliate Participation in Other Network Marketing Programs

If an Affiliate is engaged in other non-Tecademics direct selling programs, it is the responsibility

of the Affiliate to ensure that his or her Tecademics opportunity is operated entirely separate

and apart from any other program. To this end, the following must be adhered to:

Affiliates must not sell, or attempt to sell, any competing non-Tecademics programs, products or services to Tecademics Customers or Affiliates. Any program, product, or services in the same generic categories as Tecademics products or services is deemed to be competing, regardless of differences in cost, quality, or other distinguishing factors.

Affiliates shall not display Tecademics promotional material, sales aids, products, or ser-vices with or in the same location as any non-Tecademics promotional material or sales aids, products, or services.

Affiliates shall not offer the Tecademics opportunity, products, or services to prospec-tive or existing Customers or Affiliates in conjunction with any non-Tecademics program, opportunity, product, or service.

Affiliates may not offer any non-Tecademics opportunity, products, services, or oppor-tunity at any Tecademics-related meeting, seminar, convention, webinar, teleconfer-ence, or other function.

4.10.3 Confidential Information – Data Privacy

“Confidential Information” includes, but is not limited to, Downline Genealogy Reports, the

identities of Tecademics Customers and Affiliates, Tecademics information of Tecademics Cus-

tomers and Affiliates, Affiliate’s personal and group sales volumes, and Affiliate rank and/or

achievement levels. Confidential Information is, or may be available, to Affiliates in their respec-

tive back-offices. Affiliate access to such Confidential Information is password protected, confi-

dential and constitutes proprietary information and opportunity trade secrets belonging to Tec-

ademics.

An expanded version of the Privacy Policy adopted by Tecademics is available in the VO.

Confidential Information is provided to Affiliates in strictest confidence and is made available to

Affiliates for the sole purpose of assisting Affiliates in working with their respective downline or-

ganizations in the development of their Tecademics opportunity. Affiliates may not use the re-

ports for any purpose other than for developing their Tecademics opportunity. Where an Affili-

ate participates in other multi-level marketing ventures, he/she is not eligible to have access to

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Downline Genealogy Reports. Affiliates should use the Confidential Information to assist, moti-

vate, and train their downline Affiliates. The Affiliate and Tecademics agree that, but for this

agreement of confidentiality and nondisclosure, Tecademics would not provide Confidential In-

formation to the Affiliates.

To protect the Confidential Information, Affiliates shall not, on their own behalf, or on behalf of

any other person, partnership, association, corporation, or other entity:

Directly or indirectly disclose any Confidential Information to any third party;

Directly or indirectly disclose the password or other access code to his or her back-of-

fice;

Use any Confidential Information to compete with Tecademics or for any purpose other

than promoting his or her Tecademics opportunity;

Recruit or solicit any Affiliate or Customer of Tecademics listed on any report or in the

Affiliate’s back-office, or in any manner attempt to influence or induce any Affiliate or

Preferred Customer of Tecademics to alter their opportunity relationship with Tecadem-

ics; or

Use or disclose to any person, partnership, association, corporation, or other entity any

Confidential Information.

The obligation not to disclose Confidential Information shall survive cancellation or termination

of the Agreement and shall remain effective and binding irrespective of whether an Affiliate’s

Agreement has been terminated, or whether the Affiliate is or is not otherwise affiliated with

the Company.

4.11 TARGETING OTHER DIRECT SELLERS

Tecademics does not condone Affiliates specifically or consciously targeting the sales force of

another direct sales company to sell Tecademics products or to become Affiliates for Tecadem-

ics, nor does Tecademics condone Affiliates solicitation or enticement of members of the sales

force of another direct sales company to violate the terms of their contract with another other

company.

Should Affiliates engage in such activity, they bear the risk of being sued by the other direct

sales company. If any lawsuit, cause of action, arbitration, or mediation is brought against an Af-

filiate alleging that he or she engaged in inappropriate recruiting activity of its sales force or Cus-

tomers, Tecademics will expect the Affiliate to indemnify, defend, and hold harmless Tecadem-

ics in accordance with the terms of the Affiliate Agreement. Tecademics not pay any of the Affili-

ate’s defense costs or legal fees, nor will Tecademics indemnify the Affiliate for any judgment,

award, or settlement.

4.12 ERRORS OR QUESTIONS

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If an Affiliate has questions about or believes that any errors have been made regarding com-

missions, bonuses, genealogy lists, or charges, the Affiliate must notify Tecademics in writing

within 60 days of the date of the purported error or incident in question, together with support-

ing documentation supporting the allegation. Tecademics will not be responsible for any errors,

omissions or problems not reported to the Company within 60 days.

4.13 GOVERNMENTAL APPROVAL OR ENDORSEMENT

Federal and state regulatory agencies and officials do not approve or endorse any direct selling

or network marketing companies or programs. Therefore, Affiliates shall not represent or imply

that Tecademics or its Compensation Program have been "approved," "endorsed," or otherwise

sanctioned by any government agency.

4.14 HOLDING APPLICATIONS OR ORDERS

Affiliates must not manipulate enrollments of new applicants and purchases of products. All Af-

filiate Applications and Agreements and product orders must be sent to Tecademics within 48

hours from the time they are signed by an Affiliate or placed by a Customer, respectively.

4.15 TECADEMICS TAXES

Each Affiliate is responsible for paying any and all local, state/provincial, and federal Tecademics

taxes as applicable and due. Tecademics cannot provide you with any tax advice and nothing on

a Tecademics website or combined in this Guide is to be construed as legal advice. Please con-

sult your own professional advisors.

4.16 AFFILIATE STATUS

Affiliates are Independent Contractors. The agreement between Tecademics and its Affiliates

does not create an employer/employee relationship, agency, partnership, or joint venture be-

tween the Company and the Affiliates. Affiliates shall not be treated as employees for their ser-

vices or for Federal or State tax purposes. All Affiliates are responsible for paying any and all lo-

cal State, or provincial taxes of any kind or nature when due. Additionally, the Affiliate has no

authority (expressed or implied) to bind the Company to any obligation. Each Affiliate shall es-

tablish his or her own goals, hours, and methods of sale, so long as he or she complies with the

terms of the Affiliate Agreement, these Policies and Procedures, and applicable laws and ordi-

nances.

4.17 INSURANCE

You may wish to arrange insurance coverage for your opportunity. Generally, your homeowner’s

insurance policy does not cover opportunity-related injuries or the theft of or damage to inven-

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tory or opportunity equipment. Contact your insurance agent to make certain in that your op-

portunity property is protected. This can often be accomplished with a simple “Opportunity Pur-

suit” endorsement attached to your present home owner’s policy.

4.18 INTERNATIONAL MARKETING

Affiliates are authorized to sell Tecademics products and services and enroll Customers or Affili-

ates only in the countries in which Tecademics is authorized to conduct opportunity, as an-

nounced in official Company literature. Tecademics products or sales aids may not be shipped

into or sold in any foreign country. In addition, no Affiliate may, in any unauthorized country: (a)

conduct sales, enrollment, or training meetings; (b) enroll or attempt to enroll potential Custom-

ers or Affiliates; or (c) conduct any other activity for the purpose of selling Tecademics products,

establishing a downline, or promoting the Tecademics opportunity.

4.19 EXCESS INVENTORY AND BONUS BUYING

Affiliates must never purchase more products than they can reasonably use or sell to retail Cus-

tomers in a month and must not influence or attempt to influence any other Affiliate to buy

more products than they can reasonably use or sell to retail Customers in a month. In addition,

bonus buying is strictly prohibited. Bonus buying includes any mechanism or artifice to qualify

for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona

fide product or service purchases by end-user consumers. Bonus buying includes, but is not lim-

ited to, purchasing products through a straw man or other artifice.

4.20 ADHERENCE TO LAWS AND ORDINANCES

Affiliates shall continuously comply with any and all federal, state, and local laws, regulations,

and ordinances in the conduct of their opportunities. Many cities and counties have laws regu-

lating certain home-based opportunities. States have legislation related to direct sales market-

ing. Affiliates must obey those laws that do apply to them. If a city or county official tells an Affil-

iate that a local ordinance applies to him or her, the Affiliate shall be cooperative, and immedi-

ately send a copy of the ordinance to the Compliance Department of Tecademics.

4.21 ONE TECADEMICS AFFILIATE ACCOUNT PER PERSON

As a matter of policy, an Affiliate may operate, have an ownership interest in, or receive com-

mission from only one Tecademics Affiliate account, whether as an individual, sole proprietor-

ship, partner, shareholder, trustee, or beneficiary. Any exceptions to this policy must be ap-

proved in writing by the Compliance Department of Tecademics.

To maintain the integrity of the Tecademics Affiliate program, individuals of the same House-

hold may not enter into or have an interest in more than one Tecademics Affiliate account. A

“Household” is defined as spouses and dependent children living at or doing business at the

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same address. Spouses, regardless of whether one or both are signatories to the Affiliate Appli-

cation and Agreement, may not own or operate any other Tecademics Affiliate account, either

individually or jointly, nor may they participate directly or indirectly (as a shareholder, partner,

trustee, or trust beneficiary, or have any other legal or equitable ownership) in the ownership or

management of another Tecademics opportunity in any form.

Entity applicants must submit applications by a person authorized to bind the applying entity. A

complete list of all principals, officers and shareholders or those with beneficial interest shall be

provided upon request of the Company.

No individual or business entity may have any interest in, directly or indirectly, management

control of, or be a part of more than one $100,000 and one $1,000,000 Matching Millions Bonus

Compensation payout.

An exception to the one Affiliate per household rule will be considered on a case-by-case basis if

two Affiliates marry or in cases of an Affiliate receiving an interest in another Affiliate account

through inheritance. Requests for exceptions to policy must be submitted in writing to the Com-

pliance Department.

4.22 ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATED PARTIES

If any member of an Affiliate’s immediate household engages in any activity which, if performed

by the Affiliate, would violate any provision of the Agreement, such activity will be deemed a vi-

olation by the Affiliate, and Tecademics may take disciplinary action pursuant to statement of

Policies against the Affiliate.

Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or

other entity (collectively “Opportunity Entity”) violates the Agreement, such action(s) will be

deemed a violation by the Opportunity Entity, and Tecademics may take disciplinary action

against the Opportunity Entity.

Likewise, if an Affiliate enrolls in Tecademics as an Opportunity Entity, each Affiliated Party of

the Opportunity Entity shall be personally and individually bound to, and must comply with, the

terms and conditions of the Agreement and this Policy and Procedure Guide.

4.23 REQUESTS FOR RECORDS

Any request from an Affiliate for copies of invoices, applications, downline activity reports, or

other records will require a fee of $1.00 per page per copy. This fee covers the expense of mail-

ing and time required to research files and make copies of the records.

4.24 SALE, TRANSFER OR ASSIGNMENT OF TECADEMICS OPPORTUNITY

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Although a Tecademics opportunity is a privately owned and independently operated oppor-

tunity, the sale, transfer or assignment of a Tecademics opportunity, and the sale, transfer, or

assignment of an interest in an Opportunity Entity that owns or operates a Tecademics oppor-

tunity, is subject to certain limitations. If an Affiliate wishes to sell his or her Tecademics oppor-

tunity, or interest in an Opportunity Entity that owns or operates a Tecademics opportunity, the

following criteria must be met:

The selling Affiliate must offer Tecademics the right of first refusal to purchase the op-portunity on the same terms as agreed upon with a third-party buyer. Tecademics shall have fifteen (15) days from the date of receipt of the written offer from the seller to ex-ercise its right of first refusal.

The buyer or transferee must become a qualified Tecademics Affiliate. If the buyer is an active Tecademics Affiliate, he or she must first terminate his or her Tecademics oppor-tunity and wait six calendar months before acquiring any interest in a different Tec-ademics opportunity.

Before the sale, transfer or assignment can be finalized and approved by Tecademics, any debt obligations the selling party has with Tecademics must be satisfied.

The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer, or assign a Tecademics opportunity.

Prior to selling an independent Tecademics opportunity or Opportunity Entity interest, the sell-

ing Affiliate must notify Tecademics’ Compliance Department in writing and advise it of his or

her intent to sell his or her Tecademics opportunity or Opportunity Entity interest. The selling

Affiliate must also receive written approval from the Compliance Department before proceeding

with the sale. No changes in line of sponsorship can result from the sale or transfer of a Tec-

ademics opportunity.

4.25 SEPARATION OF A TECADEMICS OPPORTUNITY

Tecademics Affiliates sometimes operate their Tecademics opportunities as husband-wife part-

nerships, regular partnerships, limited liability companies, corporations, trusts, or other Oppor-

tunity Entities. At such time as a marriage may end in divorce, or a corporation, LLC, partnership,

trust, or other Opportunity Entity may dissolve, arrangements must be made to assure that any

separation or division of the opportunity is accomplished so as not to adversely affect the inter-

ests and income of other opportunities up or down the line of sponsorship.

During the divorce or entity dissolution process, the parties must adopt one of the following

methods of operation:

One of the parties may, with consent of the other(s), operate the Tecademics oppor-tunity pursuant to an assignment in writing whereby the relinquishing spouse, share-holders, partners, or trustees authorize Tecademics to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee.

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The parties may continue to operate the Tecademics opportunity jointly on an “oppor-tunity-as-usual” basis, whereupon all compensation paid by Tecademics will be paid ac-cording to the status quo as it existed prior to the divorce filing or dissolution proceed-ings. This is the default procedure if the parties do not agree on the format set forth above.

Under no circumstances will the downline of divorcing spouses or a dissolving opportunity entity

be divided. Similarly, under no circumstances will Tecademics split commission and bonus

checks between divorcing spouses or members of dissolving entities. Tecademics will recognize

only one Downline Organization and will issue only one commission check per Tecademics op-

portunity per commission cycle. Commission checks shall always be issued to the same individ-

ual or entity.

If a former spouse has completely relinquished all rights in the original Tecademics opportunity

pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her

choosing without waiting six calendar months. In the case of opportunity entity dissolutions, the

former partner, shareholder, member, or other entity affiliate who retains no interest in the op-

portunity must wait six calendar months from the date of the final dissolution before re-enrol-

ling as an Affiliate. In either case, the former spouse or opportunity affiliate shall have no rights

to any Affiliates in their former organization or to any former retail Customer. They must de-

velop the new opportunity in the same manner as would any other new Affiliate.

4.26 SPONSORING ONLINE

When sponsoring a new Affiliate through the online enrollment process, the sponsor may assist

the new applicant in filling out the enrollment materials. However, the applicant must person-

ally review and agree to the online Application and Agreement, Tecademics Policies and Proce-

dures, and the Tecademics Compensation Program. The sponsor may not fill out the online ap-

plication and agreement on behalf of the applicant or agree to these materials on behalf of the

applicant.

4.27 SUCCESSION

Upon the death or INCAPACITATION of an Affiliate, his or her opportunity may be passed to his

or her heirs. Appropriate legal DOCUMENTATION must be submitted to the Company to ensure

the transfer is proper. Accordingly, an Affiliate should consult an attorney to assist him or her in

the preparation of a will or other testamentary instrument. Whenever a Tecademics oppor-

tunity is transferred by a will or other testamentary process, the beneficiary acquires the right to

collect all bonuses and commissions of the deceased Affiliate’s downline, provided the following

qualifications are met. The successor(s) must:

Execute an Affiliate Agreement;

Comply with terms and provisions of the Agreement;

Meet all of the qualifications for the deceased Affiliate’s STATUS; and

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The devisee must provide Tecademics with an “address of record.” If the opportunity is bequeathed to joint devisees, they must form an Opportunity Entity and ac-quire a Federal Taxpayer Identification Number. Tecademics will issue all bonus and commission payments and one 1099 to the Opportunity Entity.

4.27.1 Transfer Upon Death of an Affil iate

To affect a Testamentary transfer of a Tecademics opportunity, the executor of the estate must

provide the following to Tecademics:

an original death certificate;

certified letters testamentary or a letter of administration appointing an executor; and

written instructions from the authorized executor to Tecademics specifying to whom the opportunity and income should be transferred.

4.27.2 Transfer Upon Incapacitation of an Affiliate

To effectuate a transfer of a Tecademics opportunity because of incapacity, the successor must

provide the following to Tecademics:

a notarized copy of an appointment as trustee,

a notarized copy of the trust document or other DOCUMENTATION establishing the trustee’s right to administer the Tecademics opportunity, and

a completed Affiliate Agreement executed by the trustee.

4.28 TELEMARKETING TECHNIQUES

The Federal Trade Commission and the Federal Communications Commission each have laws

that restrict telemarketing practices. Both federal agencies (as well as a number of states) have

“do not call” regulations as part of their telemarketing laws. Although Tecademics does not con-

sider Affiliates to be “telemarketers” in the traditional sense of the word, these government reg-

ulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent

action of calling someone whose telephone number is listed on the federal “do not call” registry

could cause you to violate the law. Moreover, these regulations must not be taken lightly, as

they carry significant penalties.

Therefore, Affiliates must not engage in telemarketing, accidental or otherwise in the operation

of their Tecademics opportunities.

The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Tecademics product or service, or to recruit them for the Tec-ademics opportunity. “Cold calls" made to prospective Customers or Affiliates that promote ei-ther Tecademics products or services or the Tecademics opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective Customer or Affiliate (a "prospect") is permissible under the following situations:

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If the Affiliate has an established an opportunity relationship with the prospect. An “es-tablished opportunity relationship” is a relationship between an Affiliate and a pro-spect based on the prospect’s purchase, rental or lease of goods or services from the Af-filiate, or a financial transaction between the prospect and the Affiliate, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.

The prospect’s personal inquiry or application regarding a product or service offered by the Affiliate occurs within the three (3) months immediately preceding the date of such a call.

If the Affiliate receives written and signed permission from the prospect authorizing the Affiliate to call. The authorization must specify the telephone number(s) which the Affili-ate is authorized to call.

You may call family members, personal friends, and acquaintances. An “acquaintance” is someone with whom you have at least a recent first-hand relationship within the pre-ceding three months. Bear in mind, however, that if you engage in “card collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling “ac-quaintances,” you must make such calls on an occasional basis only and not make this a routine practice.

Affiliates shall not use automatic telephone dialing systems or software relative to the operation of their Tecademics opportunities. Affiliates shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a "robocall") regarding or relating to a Tecademics product, service, or opportunity.

4.30 Back Office Access

Tecademics makes online back offices available to its Affiliates. Back offices provide Affiliates ac-

cess to confidential and proprietary information that may be used solely and exclusively to pro-

mote the development of an Affiliate’s Tecademics opportunity and to increase sales of Tec-

ademics products. However, access to a back office is a privilege and not a right. Tecademics re-

serves the right to deny Affiliates access to the back office at its sole discretion.

SECTION 5 - RESPONSIBILITIES OF AFFILIATES

5.1 CHANGE OF ADDRESS, TELEPHONE, AND E-MAIL ADDRESSES

To ensure timely delivery of products, support materials, commission, and Tecademics tax docu-

ments, it is important that Tecademics’ information is current. Street addresses are required for

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shipping since UPS cannot deliver to a post office box. An Affiliate whose contact information

changes must amend their contact information through their Affiliate Back Office.

5.2 CONTINUING DEVELOPMENT OBLIGATIONS

5.2.1 Ongoing Training

Any Affiliate who sponsors another Affiliate into Tecademics must perform a bona fide assis-

tance and training function to ensure that his or her downline is properly operating his or her

Tecademics opportunity. Affiliates must have ongoing contact and communication with the Affil-

iates in their downline organizations. Examples of such contact and communication may include,

but are not limited to: newsletters, written correspondence, personal meetings, telephone con-

tact, voice mail, electronic mail, and the accompaniment of downline Affiliates to Tecademics

meetings, training sessions, and other functions. Upline Affiliates are also responsible to moti-

vate and train new Affiliates in Tecademics product knowledge, effective sales techniques, the

Tecademics Compensation Program, and compliance with Company Policies and Procedures and

applicable laws. Communication with and the training of downline Affiliates must not, however,

violate Sections 4.1 or 4.2 (regarding the development of Affiliate-produced sales aids and pro-

motional materials).

Affiliates should monitor the Affiliates in their downline organizations to guard against downline

Affiliates making improper product or opportunity claims, violation of the Policies and Proce-

dures, or engaging in any illegal or inappropriate conduct.

5.2.2 Increased Training Responsibilit ies

As Affiliates spend more time learning how Tecademics processes and sales work, they will be-

come more experienced in sales techniques, product knowledge, and understanding of the Tec-

ademics programs. They will be called upon to share this knowledge with less experienced Affili-

ates within their organization.

5.2.3 Ongoing Sales Responsibilities

Regardless of their level of achievement, Affiliates have an ongoing obligation to continue to

personally promote sales through the generation of new Customers and through servicing their

existing Customers.

5.3 NON-DISPARAGEMENT

Tecademics wants to provide its Affiliates with the best products, Compensation Program, and

service in the industry. Accordingly, we value your constructive criticisms and comments. All

such comments should be submitted in writing to Customer Support at support@tecadem-

ics.com. Remember, to best serve you, we must hear from you! While Tecademics welcomes

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constructive input, negative comments and remarks made in the field by Affiliates about the

Company, its founders and employees, its products, or Compensation Program or about fellow

Affiliates serve no purpose other than to sour the enthusiasm of other Tecademics Affiliates. For

this reason, and to set the proper example for their downline, Affiliates must not disparage, de-

mean, or make negative remarks about Tecademics, other Tecademics Affiliates, Tecademics

products, the Marketing and Compensation Program, or Tecademics’ directors, officers, or em-

ployees. Violation of this non-disparagement clause can lead to INVOLUNTARY cancellation of

the Affiliate’s account and all related benefits, at the sole discretion of the Company.

5.3.1 Defamation

All individuals associated with or contracted by Tecademics understand and agree that defama-tion is a serious issue, and, as a result, the following description of defamation will apply to you during and after any relationship with Tecademics ends. During the relationship with Tecademics and for a period of two (2) years thereafter you agree that you will not, through any form of communication with the press, public, clients, or media, disparage Tecademics in any way. Forms of communication include, but are not limited to, social media websites, public forums, suppliers, vendors, clients, interviews, or statements. You agree and understand that disparagement includes, but is not limited to, critiques, derogatory state-ments, ridicule, slander, jokes, or insults at the expense of the company, management, senior personnel, Affiliates, products, or services. Anyone violating this prohibition will be subject to immediate loss of commissions, position, ti-tle, status, benefits, wages, prestige, and influence, and will be subject to disciplinary action, up to and including termination.

5.4 PROVIDING DOCUMENTATION TO APPLICANTS

Affiliates must provide the most current version of the Policies and Procedures and the Compen-

sation Program to individuals whom they are sponsoring to become Affiliates before the appli-

cant signs an Affiliate Agreement, or ensure that they have online access to these materials dur-

ing the Affiliate signup process.

5.4.1 Affil iate Initiated Claims Against Tecademics

In the event that an Affiliate initiates a claim against Tecademics, Tecademics will attempt to re-solve the complaint in accordance with the policies and procedures.

SECTION 6 - SALES REQUIREMENTS

6.1 NO TERRITORY RESTRICTIONS

There are no exclusive territories granted to anyone at this time.

6.2 SALES RECEIPTS

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Tecademics will provide an Affiliate’s retail Customers with online access to an official Tecadem-

ics sales receipt at the time of the sale. These receipts set forth the Customer Satisfaction Guar-

antee as well as any consumer protection rights afforded by federal or state law. In addition, Af-

filiates must orally inform the buyer of his or her cancellation rights.

SECTION 7 - BONUSES AND COMMISSIONS

7.1 BONUS AND COMMISSION QUALIFICATIONS AND ACCRUAL

An Affiliate must be active and in compliance with the Agreement to qualify for bonuses and

commissions. So long as an Affiliate complies with the terms of the Agreement, Tecademics shall

pay commissions to such Affiliate in accordance with the Compensation Program.

7.2 ADJUSTMENT TO BONUSES AND COMMISSIONS CLAW-BACKS

7.2.1 Adjustments for Returned Products and Cancelled Services

Affiliates receive bonuses, commissions, or overrides based on the actual sales of products and

services to end consumers. When a service is cancelled or a product is refunded or repurchased

by the Company, any of the following may occur, at the Company’s sole discretion:

the bonuses, commissions, or overrides attributable to the returned or repurchased

product(s) or cancelled service will be deducted from payments to the Affiliate and up-

line Affiliates who received bonuses, commissions, or overrides on the original sales of

the refunded product(s) or cancelled service, in the month in which the refund is given,

and continuing every pay period thereafter until the commission is recovered; or

the bonuses, commissions, or overrides attributable to the returned or repurchased

product(s) or cancelled service may be deducted from any refunds or credits to the Affil-

iate who received the bonuses, commissions, or overrides on the sales of the refunded

product(s) or cancelled service.

7.2.2 Company-Sponsored Pay Card

The Company pays commissions only via direct payment onto a Company-sponsored debit card

or electronic wallet.

7.3 REPORTS

All information provided by Tecademics in downline activity reports, including, but not limited

to, sales volume (or any part thereof) and downline sponsoring activity is believed to be accu-

rate and reliable. Nevertheless, due to various factors, including, but not limited to, the inherent

possibility of human, digital and mechanical error; the accuracy, completeness, and timeliness of

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orders; denial of credit card and electronic check payments; returned products; credit card and

electronic check charge-backs; the information is not guaranteed by Tecademics or any persons

creating or transmitting the information.

ALL SALES VOLUME INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR

IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR, BUT WITHOUT

LIMITATION, THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PAR-

TICULAR USE, OR NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TECADEMICS OR OTHER PER-

SONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY

AFFILIATE OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL SPE-

CIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO SALES VOLUME

INFORMATION (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BONUSES, OR COMMIS-

SIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, IN-

COMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN

IF TECADEMICS OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL

HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PER-

MITTED BY LAW, TECADEMICS OR OTHER PERSONS CREATING OR TRANSMITTING THE INFOR-

MATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY

TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY

WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS

RELATED THERETO.

Access to and use of Tecademics’ online reporting services and your reliance upon such infor-

mation is at your own risk. All such information is provided to you "as is." If you are dissatisfied

with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue

use of and access to Tecademics’ online reporting services and your reliance upon the infor-

mation.

SECTION 8 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE

8.1 AFFILIATE GUARANTEE AND RESCISSION

Federal and state law requires that Affiliates notify their retail Customers that they have seven

opportunity days (Saturday is an opportunity day, Sundays and legal holidays are not oppor-

tunity days) within which to cancel their purchase and receive a full refund. Affiliates MUST ver-

bally inform their Customers of this right. Direct access to invoices for all purchases is provided

through the Customer’s or Affiliate’s virtual office.

8.2 RETURNS BY RETAIL CUSTOMERS

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Tecademics offers, through its Affiliates, a 100% seven (7) day money-back guarantee to all re-

tail Customers. Every Affiliate is bound to honor the retail Customer guarantee. If, for any rea-

son, a retail Customer is dissatisfied with any Tecademics product or service, the retail Customer

may receive a full refund of the purchase price (less shipping costs, if any) if it is requested in

writing within seven (7) days from the date of purchase.

8.3 RETURN OF SALES AIDS BY AFFILIATE

Upon cancellation of an Affiliate’s Agreement, the Affiliate may return sales aids that he or she

personally purchased from Tecademics (purchases from other Affiliates or third parties are not

subject to refund) that are in Resalable (see Definition of “Resalable” below) condition and

which have been purchased within one year prior to the date of cancellation. Upon receipt of

the sales aids, the Affiliate will be reimbursed 90% of the net cost of the original purchase

price(s). Neither shipping nor handling charges incurred by an Affiliate when the sales aids were

purchased, nor return shipping fees, will be refunded. If the purchases were made through a

credit card, the refund will be credited back to the same account.

Sales aids shall be deemed "resalable" if each of the following elements is satisfied:

they are unopened and unused;

packaging and labeling has not been altered or damaged;

they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; and

they are not branded to the Affiliate personally; and

they are returned to Tecademics within one year from the date of purchase.

Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or

as a seasonal item, shall not be resalable. Replicated Website fees are not refundable except as

required by applicable state law.

8.3.1 Montana Residents

A MONTANA resident may cancel his or her Affiliate Agreement within 15 days from the date of

enrollment, and may return any items he or she has purchased for a full refund within such time

period.

8.4 PROCEDURES FOR PRODUCT RETURNS

The following procedures apply to all returns for refund, repurchase, or exchange:

All merchandise must be returned by the Affiliate or Customer who purchased it directly from Tecademics.

All products to be returned must have a Return Authorization Number, which is ob-tained by emailing [email protected]. This Return Authorization Number must be written on each carton returned.

The return is accompanied by:

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o The original packing slip with the completed and signed Consumer Return infor-mation; and

o The unused portion of the product in its original container.

Proper shipping carton(s) and packing materials are to be used in packaging the prod-uct(s) being returned for replacement, and the best and most economical means of shipping is suggested.

All returns must be shipped to Tecademics shipping pre-paid. Tecademics does not ac-cept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Affiliate.

If returned product is not received by the Company’s Distribution Center, it is the re-sponsibility of the Affiliate to trace the shipment.

If an Affiliate is returning merchandise to Tecademics that was returned to him or her by a personal retail Customer, the product must be received by Tecademics within ten (10) days from the date on which the retail Customer returned the merchandise to the Affili-ate, and must be accompanied by the sales receipt the Affiliate gave to the Customer at the time of the sale.

No refund or replacement of product will be made if the conditions of these rules are not met.

SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 DISCIPLINARY SANCTIONS

Violation of the Affiliate Agreement, these Policies and Procedures, or violation of any common

law duty, including, but not limited to, any applicable duty of loyalty, any illegal, fraudulent, de-

ceptive, or unethical opportunity conduct, or any act or omission by an Affiliate that, in the sole

discretion of the Company, may damage its reputation or goodwill (such damaging act or omis-

sion need not be related to the Affiliate’s Tecademics opportunity) may result, at Tecademics'

discretion, in one or more of the following corrective measures:

Issuance of a written warning or admonition;

Requiring the Affiliate to take immediate corrective measures;

Imposition of a fine, which may be withheld from bonus and commission checks;

Loss of rights to one or more bonus and commission checks;

Tecademics may withhold from an Affiliate all or part of the Affiliate’s bonuses and com-missions during the period that Tecademics is investigating any conduct allegedly violat-ing the Agreement. If an Affiliate’s opportunity is canceled for disciplinary reasons, the Affiliate will not be entitled to recover any commissions withheld during the investiga-tion period;

Suspension of the individual’s Affiliate Agreement for one or more pay periods;

Transfer or removal of some or all of an Affiliate’s downline Affiliates from the offending Affiliate’s downline organization.

Involuntary termination of the offender’s Affiliate Agreement;

Suspension and/or termination of the offending Affiliate’s Tecademics website or web-site access;

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Any other measure expressly allowed within any provision of the Agreement or which Tecademics deems practicable to implement and appropriate to equably resolve injuries caused partially or exclusively by the Affiliate’s policy violation or contractual breach;

In situations deemed appropriate by Tecademics, the Company may institute legal pro-ceedings for monetary and/or equable relief.

9.2 GRIEVANCES AND COMPLAINTS

When an Affiliate has a grievance or complaint with another Affiliate regarding any practice or

conduct in relationship to their respective Tecademics opportunities, the complaining Affiliate

should first report the problem to his or her Sponsor, who should review the matter and try to

resolve it with the other party's up-line sponsor. If the matter involves interpretation or viola-

tion of Company policy, it must be reported in writing to Compliance. Compliance will review

the facts and attempt to resolve it.

9.3 MEDIATION

Prior to initiating arbitration, the parties shall meet in good faith and attempt to resolve any dis-

pute arising from or relating to the Agreement through non-binding mediation. One individual

who is mutually acceptable to the parties shall be appointed as mediator. The mediation shall

occur within 60 days from the date on which the mediator is appointed. The mediator’s fees and

costs, as well as the costs of holding and conducting the mediation, shall be divided equally be-

tween the parties. Each party shall pay its portion of the anticipated shared fees and costs at

least 10 days in advance of the mediation. Each party shall pay its own attorney’s fees, costs,

and individual expenses associated with conducting and attending the mediation. Mediation

shall be held in the City of Phoenix, Arizona, and shall last no more than two opportunity days.

9.4 ARBITRATION

If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agree-

ment, or the breach thereof, shall be settled by arbitration. The Parties waive all rights to trial by

jury. The arbitration shall be filed with, and administered by, the American Arbitration Associa-

tion (“AAA”) or JAMS Endispute (“JAMS”) under their respective rules and procedures. The Com-

mercial Arbitration Rules and Mediation Procedures of the AAA are available on the AAA’s web-

site at www.adr.org. The Streamlined Arbitration Rules & Procedures are available on the JAMS

website at www.jamsadr.com. Copies of AAA’s Commercial Arbitration Rules and Mediation Pro-

cedures or JAM’s Streamlined Arbitration Rules & Procedures will also be emailed to Affiliates

upon request to Tecademics’ Compliance Department.

Notwithstanding the rules of the AAA or JAMS, the following shall apply to all Arbitration ac-tions:

The Federal Rules of Evidence shall apply in all cases;

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The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;

The Parties shall be entitled to bring motions under Rules 12 or 56 of the Federal Rules of Civil Procedure;

The arbitration shall occur within 180 days from the date on which the arbitrator is ap-pointed, and shall last no more than five opportunity days;

The Parties shall be allotted equal time to present their respective cases, including cross-examinations;

All arbitration proceedings shall be held in Phoenix, Arizona. There shall be one arbitra-tor selected from the panel that the Alternate Dispute Resolution service provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitra-tion, including legal and filing fees;

The arbitration shall occur within 180 days from the date on which the arbitration is filed, and shall last no more than five days. The parties shall be allotted equal time to present their respective cases.

The decision of the arbitrator shall be final and binding on the parties and may, if neces-sary, be reduced to a judgment in any court of competent jurisdiction.

This agreement to arbitrate shall survive the cancellation or termination of the Agree-ment.

The parties and the arbitrator shall maintaining the confidentiality of the entire arbitra-tion process and shall not disclose to any person not directly involved in the arbitration process:

The substance of, or basis for, the controversy, dispute, or claim;

The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;

The terms or amount of any arbitration award;

The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent either

party from applying to and obtaining from any court having jurisdiction a writ of attachment, a

temporary injunction, preliminary injunction, permanent injunction or other relief available to

safeguard and protect its intellectual property rights, and/or to enforce its rights under the non-

non Solicitation provision of the Agreement.

9.5 GOVERNING LAW, JURISDICTION, AND VENUE

All claims and disputes arising under or relating to this Agreement are to be settled by arbitra-

tion in Maricopa County, Arizona, in accordance with the Rules for Commercial Arbitration of

the American Arbitration Association, who has exclusive jurisdiction over any dispute between

the Parties to this Agreement. Arizona state laws govern this Agreement.

If the event this arbitration provision is declared invalid or unenforceable for any reason, then

any action, suit, litigation or proceeding arising out of or in connection with this Agreement

whether, brought for equable relief or money damages shall be brought in either state or fed-

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eral court in Maricopa County, Arizona. The Parties to this Agreement irrevocably and uncondi-

tionally submit to the exclusive jurisdiction and venue of such courts and agree to take any and

all future action necessary to submit to the jurisdiction of such courts.

Final judgment in any such suit shall be conclusive and may be enforced in other jurisdictions by

suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact

and the amount of any liability of either Party to this Agreement.

An award of arbitration may be confirmed in a court of competent jurisdiction.

IN THE EVENT OF AN AWARD RENDERED BY THE ARBITRATOR RELATING TO THE SUBJECT

MATTER OF THIS AGREEMENT, THE NON-PREVAILING PARTY SHALL REIMBURSE THE PRE-

VAILING PARTY FOR ALL REASONABLE ATTORNEY FEES AND COSTS RESULTING THERE-

FROM.

Arizona is the exclusive and mandatory venue and jurisdiction for the resolution of any disputes.

In the event of a dispute arising between The Parties to this agreement, the laws of the State of

Arizona will apply. The courts of Maricopa County shall be the exclusive venue and jurisdiction.

Where any State may require a different buy back policy than the Company's that state's buy-

back policy will apply. The following only applies to Affiliates who are residents of the States

listed below:

9.5.1 Georgia Residents

The Company will repurchase all unencumbered products, sales aids, literature, and promo-

tional items which are in a reasonably resalable or reusable condition and which were acquired

by the Affiliate from the Company. The repurchase shall be at a price not less than 90% of the

original net cost to the Affiliate of the goods being returned. For purposes of this paragraph,

"original net cost" means the amount actually paid by the Affiliate for the goods, less any con-

sideration received by the Affiliate for purchase of the goods that is attributable to the specific

goods being returned. Goods shall be deemed "resalable or reusable" if the goods are in an un-

used, commercially resalable condition at the time the goods are returned to the Company.

Goods which are no longer marketed by the Company shall be deemed "resalable or reusable" if

the goods are in an unused, commercially resalable condition and are returned to the Company

within one year from the date the Company discontinued marketing the goods; provided, how-

ever, that goods which are no longer marketed shall be deemed not "resalable or reusable" if

the goods are sold to an Affiliate as non-returnable, discontinued, or seasonable items and the

non-returnable, discontinued, or seasonal nature of the goods was clearly disclosed to the Affili-

ate seeking to return the goods prior to the purchase of the goods by the Affiliate.

9.5.2 Maryland Residents

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The Company will repurchase products that are in resalable condition at the price actually paid

by the Affiliate for the products being returned within three months of purchase.

9.5.3 Wyoming Residents

The Company will (a) repurchase all unencumbered products in a resalable condition then in the

possession of the Affiliate at a price of not less than 90% of the original net cost to the Affiliate

returning such goods taking into account any sales made by or through such Affiliate prior to no-

tification to the Company of the election to cancel, (b) repay 90% of the original net cost of any

services provided to the Affiliate, and (c) refund 90% of any other consideration the Affiliate

paid to the Company in order to participate in the marketing program.

9.5.4 Puerto Rico Residents

The Company will (a) repurchase all unencumbered products in a resalable condition then in the

possession of the Affiliate at a price of not less than 90% of the original net cost to the Affiliate

returning such goods, (b) repay 90% of the original net cost of any services provided to the Affili-

ate, and (c) refund 90% of any other consideration the Affiliate paid to the Company in order to

participate in the marketing program.

9.5.5 Louisiana Residents

The Company will repurchase all or part of any product that is in a resalable condition (a) at 90%

of the original net cost to the Affiliate, and (b) repay 90% of the original net cost of any services

provided to the Affiliate, and (c) refund 90% of any other consideration the Affiliate paid to the

Company in order to participate in the marketing program.

9.5.6 Montana Residents

Affiliates who are residents of Montana who cancel their participation in the Company Upon the

request of a Montana Affiliate who decides to terminate participation in the Company, the Com-

pany will repurchase, at not less than 90% of the amount paid by the Affiliate, any currently

marketable goods or services sold to the resident within 12 months of the request that have not

been resold or consumed by the resident. If disclosed to the Montana Affiliate at the time of

purchase, goods or services are not considered currently marketable if the goods have been

consumed or the services rendered or if the goods or services are seasonal, discontinued, or

special promotional items. Sales plan or operation promotional materials, sales aids, and sales

kits are subject to this refund provision if they are a required purchase for the Montana Affiliate

or if the Affiliate has received or may receive a financial benefit from their purchase.

9.5.7 Massachusetts Residents

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The Company will (a) repurchase all unencumbered products in a resalable condition then in the

possession of the Affiliate at a price of not less than 90% of the original net cost to the Affiliate

returning such goods taking into account any sales made by or through such Affiliate prior to no-

tification to the Company of the election to cancel, (b) repay 90% of the original net cost of any

services provided to the Affiliate, and (c) refund 90% of any other consideration the Affiliate

paid to the Company in order to participate in the marketing program.

Notwithstanding the foregoing, and the arbitration provision 5, residents of the Se of Louisiana

shall be entitled to bring an action against Tecademics in their home forum and pursuant to Lou-

isiana law.

SECTION 10 - PAYMENTS

10.1 RETURNED CHECKS

All checks returned by an Affiliate’s bank for insufficient funds will be re-submitted for payment.

A returned check fee will be charged to the account of the Affiliate. After receiving a returned

check from a Customer or an Affiliate, all future orders must be paid by Credit Card, money or-

der or cashier’s check. Any outstanding withheld from subsequent bonus and commission

checks.

10.2 RESTRICTIONS ON THIRD-PARTY USE OF CREDIT CARDS AND CHECKING AC-

COUNT ACCESS

Affiliates shall not allow or permit other Affiliates or Customers or potential Customers to use his or her credit card(s), or permit any debits to their checking accounts, to enroll or to make purchases from Tecademics or make payments on behalf of others, even if use of the card is au-thorized or the Affiliate uses the card for the benefit of the third party. Affiliates who do this will be terminated.

SECTION 11 - INACTIVITY AND CANCELLATION

11.1 EFFECT OF CANCELLATION

So long as an Affiliate remains active and complies with the terms of the Affiliate Agreement and

these Policies and Procedures, Tecademics shall pay commissions to an Affiliate based on their

sales performance and in accordance with the Compensation Program. An Affiliate’s bonuses

and commissions constitute the entire consideration for the Affiliate's efforts in generating sales

and all activities related to generating sales (including building a downline organization).

Following an Affiliate’s non-payment of his or her monthly fees, cancellation for inactivity, or

voluntary or involuntary cancellation of his or her Affiliate Agreement (all of these methods are

collectively referred to as “cancellation”), the former Affiliate shall have no right, title, claim or

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interest to the downline which he or she operated, or any commission or bonus from the sales

generated by the organization.

An Affiliate whose account is cancelled will lose all rights as an Affiliate. This includes the right to

sell Tecademics products and services and the right to receive future commissions, bonuses, or

other income resulting from the sales and other activities of the Affiliate’s former downline sales

organization. In the event of cancellation, Affiliates agree to waive all rights they may have, in-

cluding but not limited to property rights, to their former downline organization and to any bo-

nuses, commissions or other remuneration derived from the sales and other activities of his or

her former downline organization.

Following a cancellation of an Affiliate’s Agreement, the former Affiliate shall not hold himself or

herself out as a Tecademics Affiliate and shall not have the right to sell Tecademics products or

services.

11.1.1 Unacceptable Behavior

Every employee, Affiliate, officer and director is expected to act in a professional, responsible, and courteous manner at all times. Clearly, such behavior fosters a positive and productive working environment. Conversely, inappropriate or unprofessional behavior is disruptive and unproductive. Moreover, inappropriate conduct is cause for disciplinary sanctions up to and in-cluding immediate termination. It is impossible to identify all standards of conduct that are unacceptable. Tecademics demands behavior that is at all times professional and courteous. Tecademics expects that everyone will use common sense and good judgment at all times. However, Tecademics’ judgment, and not that of any individual, is the benchmark for what is acceptable and what is not. An individual’s conduct is not made acceptable solely because the individual believes it to be. Nor may anyone excuse his or her conduct because this Section of the Affiliate Policies and Procedures does not specifically prohibit the objectionable conduct. Tecademics believes that inappropriate conduct, from rudeness to theft, is unacceptable. The decision as to what is inappropriate is left in the Company’s hands and sole discretion.

11.2 CANCELLATION DUE TO FAILURE TO PAY

The term of the Affiliate Agreement is month-to-month. It is automatically renewed upon the payment of the monthly Affiliate virtual office access fee, if any. Should an Affiliate fail to pay his/her monthly fee, if any, for a period of 30 days, the Affiliate’s opportunity will be put on sus-pension, and the Affiliate will not be eligible for commissions or bonuses until all past-due Affili-ate fees are paid. If the Affiliate fails to pay his or her fee(s), if any, for a period of 30 days, the Affiliate will be terminated. Following any credit card decline event, Affiliates will NOT receive any future notification from Tecademics of the decline event. If the decline event is not corrected and brought current within 30 days of the decline event date, the Affiliate will be terminated.

11.3 INVOLUNTARY CANCELLATION

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An Affiliate’s violation of any of the terms of the Agreement, including any amendments that

may be made by Tecademics in its sole discretion, may result in any of the sanctions listed in

Section 9.1, including the involuntary cancellation of his or her Affiliate Agreement. Cancellation

shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to

an express courier, to the Affiliate’s last known address, email address, or fax number, or to his

or her attorney, or when the Affiliate receives actual notice of cancellation, whichever occurs

first.

Tecademics reserves the right to terminate all Affiliate Agreements upon thirty (30) days written

notice in the event that it elects to: (1) cease opportunity operations; (2) dissolve as a corporate

entity; or (3) terminate distribution of its products via direct selling.

11.4 VOLUNTARY CANCELLATION

An Affiliate has a right to cancel his or her Agreement at any time, regardless of the reason. The

notice of cancellation must be submitted in writing to Tecademics at its principal place of oppor-

tunity or by email to [email protected] from the last known email address of the Affili-

ate. The written notice must include the Affiliate’s signature, printed name, address, and Affili-

ate identification number. Affiliates who have consented to Electronic Contracting will be

deemed to have canceled their Affiliate Agreement by withdrawing their consent to contract

electronically.

SECTION 12 – KEY DEFINITIONS

Active Customer — A Customer who purchased Tecademics products and whose account has

been paid for the current month, if monthly payments are applicable.

Active Affiliate — An Affiliate whose account is in good standing with the Company and whose

monthly fees, if any, are current.

Affiliated Party - A shareholder, member, partner, manager, trustee, or other parties with any

ownership interest in, or management responsibilities for, an Opportunity Entity.

Agreement - The contract between the Company and each Affiliate includes the Affiliate Appli-

cation and Agreement, the Tecademics Policies and Procedures, and the Tecademics Compensa-

tion Program, all in their current form and as amended by Tecademics in its sole discretion.

These documents are collectively referred to as the “Agreement.”

Cancel — The termination of an Affiliate’s opportunity standing with Tecademics. Cancellation

may be either voluntary, involuntary or through non-renewal.

Household - Spouses, heads-of-household, and dependent family members residing in the same

residence or doing business at the same address.

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Official Tecademics Material — Branded literature, audio or video, websites, and other materials

developed, printed, published, or distributed by Tecademics.

Recruit — For purposes of Tecademics’ Conflict of Interest Policy, the term “Recruit” means the

actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence

in any other way, either directly, indirectly, or through a third party, another Tecademics Affili-

ate or Customer to enroll or participate in another multilevel marketing, network marketing or

direct sales opportunity.

Replicated Website – A website provided by Tecademics to Affiliates which utilizes website tem-

plates developed by Tecademics.

Resalable — Products and Sales aids shall be deemed "resalable" if each of the following ele-

ments is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been al-

tered or damaged; 3) they are in a condition such that it is a commercially reasonable practice

within the trade to sell the merchandise at full price; 4) they are returned to Tecademics within

one year from the date of purchase. Any merchandise that is clearly identified at the time of sale

as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.

Retail Customer — An individual who purchases Tecademics products but who is not an Affiliate.

Retail Sales – Sales of Tecademics Products to a Retail Customer.

Social Media - Any type of online media that invites expedites or permits conversation, com-

ment, rating, or user-generated content, as opposed to traditional media, which delivers con-

tent but does not allow readers/viewers/listeners to participate in the creation or development

of content, or to comment on or respond to content. Examples of Social Media include, but are

not limited to, blogs, chat rooms, Facebook, Twitter, LinkedIn, Snapchat, and YouTube.

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TECADEMICS PRIVACY POLICY

Tecademics (referred to herein as “Tecademics,” “our,” “us” or “we”) is committed to respecting

the privacy rights of those visiting our websites, including our independent contractors’ Repli-

cated Websites (hereafter collectively referred to as the “Website” or “Websites”). Tecademics

created this Privacy Policy to give you confidence as you visit and use the Websites, and to

demonstrate its commitment to fair information practices and to the protection of privacy.

We recognize that the privacy of your personal information is important. The purpose of this

policy is to let you know how we handle the information collected through the use of this web-

site. Portions of this website may describe privacy practices applicable to specific types of infor-

mation or to information provided on specific web pages.

This policy does not apply to information collected through other means such as by telephone or

in person, although that information may be protected by other privacy policies. As used in this

policy, terms such as "we" or "our" and "Company" refer to Tecademics and its current and fu-

ture affiliated entities.

Any information you provide, including any personal information, will be transferred to and pro-

cessed by a computer server located within the United States.

This Privacy Policy is only applicable to the Websites and not to any Third-Party websites, which

may have data collection, storage and use practices and policies that differ materially from this

Privacy Policy. For additional information, see the section concerning Third-Party Websites, be-

low.

BY USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDER-STOOD, AND AGREE TO ALL OF THE TERMS OF THIS PRIVACY POLICY. IF YOU DO NOT UNDER-STAND OR DO NOT AGREE TO BE BOUND BY THIS PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE. Each time you use the Website, the then-current version of this Privacy Policy will apply. Accord-ingly, each time you use the Website you should check the date of this Privacy Policy (which ap-pears at the end) and review any changes since the last time you visited the Website. For addi-tional information, see the section concerning Updates and Changes to the Privacy Policy, be-low. CHILDREN’S PRIVACY; INFORMATION FOR CHILDREN UNDER THE AGE OF 13.

Tecademics will not intentionally collect any personal information from children under the age

of 13 through this website without receiving parental consent. If you think that we have col-

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lected personal information from a child under the age of 13 through this website, please con-

tact us. Tecademics has designed this Privacy Policy in order to comply with the Children's

Online Privacy Policy Act (COPPA).

Portions of this website may describe privacy practices applicable to specific types of infor-

mation or to information provided on specific web pages. This policy does not apply to infor-

mation collected through other means such as by telephone or in person, although that infor-

mation may be protected by other privacy policies.

Tecademics does not solicit or knowingly collect personally identifiable information from chil-

dren under the age of 13. If Tecademics obtains actual knowledge that it has collected person-

ally identifiable information from a child under the age of 13, Tecademics will immediately de-

lete such information from its database. Because Tecademics does not knowingly or intention-

ally collect personally identifiable information from children under the age of 13, Tecademics

has no such information to use or disclose to third parties.

INFORMATION COLLECTION

Tecademics is the sole owner of the Website, including the Replicated Websites. We collect in-

formation from independent contractors, Customers, and visitors to the Websites at different

points on the Websites.

TRAFFIC DATA

Tecademics automatically gathers information of the sort that browsers make available, includ-

ing: (i) IP addresses; (ii) domain servers; (iii) types of devices accessing the Website; and (iv)

types of web browsers accessing the Website (collectively “Traffic Data”). Traffic Data is anony-

mous information that does not personally identify you.

COOKIES AND TRAFFIC DATA

A cookie is a string of information that a website stores on a user's computer, and that the us-

er's browser provides to the website each time the user submits a query to the website. The

purpose of a cookie is to identify the user as a unique user of the website. Tecademics uses

cookies to customize your experience on the Website to your interests, to ensure that you do

not see the same informational messages repeatedly, and to store your username so you do not

have to re-enter it each time you visit the Website. For additional information on Tecademics’

uses of cookies, see the section concerning Information Use and Disclosure Practices/Traffic

Data and Information Gathered Using Cookies, below.

The Company uses various technologies, which may include "cookie" technology, to gather in-

formation from our visitors such as pages visited and how often they are visited, and to enable

certain features on this website. "Cookies" are small text files that may be placed on your com-

puter when you visit a website or click on a URL. Cookies may include "single-session cookies"

which generally record information during only a single visit to a website and then are erased,

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and "persistent" cookies which are generally stored on a computer unless or until they are de-

leted or are set to expire.

You may disable cookies and similar items by adjusting your browser preferences at any time;

however, this may limit your ability to take advantage of all the features on this website.

We may also allow third party service providers to use cookies and other technologies to collect

information and to track browsing activity over time and across third party websites such as web

browsers used to read our websites, which websites are referring traffic or linking to our web-

sites, and to deliver targeted advertisements to you. We do not control these third party tech-

nologies and their use is governed by the privacy policies of third parties using such technolo-

gies.

We may use analytics companies to gather information and aggregate data from our website

visitors such as which pages are visited and how often they are visited, and to enable certain

features on our websites. Information is captured using various technologies and may include

cookies.

We may use and disclose your activity information unless restricted by this policy or by law.

Some examples of the ways we use your activity information include:

Customizing your experience on the website including managing and recording your preferences.

Marketing, product development, and research purposes. Tracking resources and data accessed on the website. Developing reports regarding website usage, activity, and statistics. Assisting users experiencing website problems. Enabling certain functions and tools on this website. Tracking paths of visitors to this website and within this website.

IF YOU DO NOT WISH TO HAVE COOKIES PLACED ON YOUR COMPUTER, YOU SHOULD SET YOUR BROWSERS TO REFUSE COOKIES BEFORE ACCESSING THE WEBSITE, WITH THE UNDER-STANDING THAT CERTAIN OF THE SERVICES AND CERTAIN FEATURES OF THE WEBSITE MAY NOT FUNCTION PROPERLY WITHOUT THE AID OF COOKIES. IF YOU REFUSE COOKIES, YOU AS-SUME ALL RESPONSIBILITY FOR ANY RESULTING LOSS OF FUNCTIONALITY. YOUR PERSONAL INFORMATION

This Website may include web pages that give you the opportunity to provide us with personal

information about yourself. You do not have to provide us with personal information if you do

not want to; however, that may limit your ability to use certain functions of this Website or to

request certain services or information. Personal Information that is collected from Customers,

independent contractors and registered Customers through Customer Registration, Product or

Services Purchases, and/or Surveys is used and disclosed as described in this Privacy Policy. Ex-

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cept as specifically set forth in this Privacy Policy, Tecademics DOES NOT share personal infor-

mation. Tecademics may share aggregated information from time to time with its partners, ven-

dors or other third parties. When such aggregate information is shared by Tecademics, no per-

sonal information is shared. We may use personal information for a number of purposes such

as:

To respond to an email or particular request from you. To personalize the website for you. To process an application as requested by you. To administer surveys and promotions. To provide you with information that we believe may be useful to you, such as infor-

mation about health products or services provided by us or other businesses. To perform analytics and to improve our products, websites, and advertising. To comply with applicable laws, regulations, and legal process. To protect someone's health, safety, or welfare. To protect our rights, the rights of affiliates or related third parties, or take appropriate

legal action, such as to enforce our Terms of Use. To keep a record of our transactions and communications. As otherwise necessary or useful for us to conduct our business, so long as such use is

permitted by law.

We may supplement the personal information you provide with additional personal information

gathered from public sources or from third-parties (e.g., consumer reporting agencies) who may

lawfully provide such information to Tecademics. You are under no obligation to provide per-

sonal information, with the caveat that your refusal to do so may prevent you from using certain

of the features and services available on the Website or from purchasing any of our products.

INDEPENDENT CONTRACTORS AND CUSTOMER REGISTRATION

In order to become an independent contractor, an applicant must provide certain personal in-

formation to us. We also may require an applicant’s Social Security Number or Federal Tax ID

Number so that we may prepare and file necessary non-employee compensation forms for the

IRS. Certain Customers may be required to register in order to purchase products directly from

us. Registered Customers will be required to provide personal information. We use this infor-

mation to maintain contact with independent contractors and registered Customers, and to pro-

cess independent contractor and registered Customer orders.

PRODUCT OR SERVICE PURCHASES

When a Customer, registered Customer, or independent contractor purchases products or ser-

vices from us through any of our websites, the purchaser must provide us with certain personal

information. This information is used for billing and payment purposes and to fill orders.

INFORMATION THAT YOU MAKE PUBLIC

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The Website may contains features (e.g., public profiles, forums, and message boards) that per-

mit you to upload, post, transmit, display, perform or distribute content, information or other

material, including some of your personal information. Any information that you choose to dis-

close by means of such features becomes public information over which Tecademics is unable to

exercise any control. You should exercise caution when deciding to disclose your personal infor-

mation by any means and you agree to assume all responsibility for doing so.

INFORMATION USE AND DISCLOSURE PRACTICES

Tecademics analyzes Traffic Data and information gathered using cookies to help Tecademics

better understand who is using the Website and how they are using it. By identifying patterns

and trends in usage, Tecademics is able to better design the Website to improve your experi-

ence, and to serve you more relevant and interesting content. From time to time, Tecademics

may release Traffic Data and information gathered using cookies in the aggregate, such as by

publishing a report on trends in the usage of the Website. Tecademics does not attempt to link

information gathered using Cookies to personal information.

SHARING INFORMATION

Except under the following circumstances and otherwise as set forth in this Privacy Policy, Tec-

ademics will only share your personal information with third parties as outlined in this policy

and as otherwise permitted by law.

We may share personal information if all or part of the Company is sold, merged, dissolved, ac-

quired, or in a similar transaction.

We may share personal information in response to a court order, subpoena, search warrant, law

or regulation. We may cooperate with law enforcement authorities in investigating and prose-

cuting activities that are illegal, violate our rules, or may be harmful to other visitors.

If you submit information or a posting to a chat room, bulletin board, or similar "chat" related

portion of this Website, the information you submit along with your screen name will be visible

to all visitors, and such visitors may share with others. Therefore, please be thoughtful in what

you write and understand that this information may become public.

We may also share personal information with other third party companies that we collaborate

with or hire to perform services on our behalf. For example, we may hire a company to help us

send and manage email, and we might provide the company with your email address and cer-

tain other information in order for them to send you an email message on our behalf. Similarly,

we may hire companies to host or operate some of our Websites and related computers and

software applications.

Tecademics discloses personal information to those who help it provide services, including those

who perform technical, administrative and data processing tasks such as hosting, billing, fulfill-

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ment, and data storage and security, when required by law or to protect rights. Tecademics dis-

closes personal information in response to a subpoena or court order, or when Tecademics be-

lieves in its sole discretion that disclosure is reasonably necessary to protect the property or

rights of Tecademics.

When legally required by law enforcement, judicial and administrative agency disclosures, Tec-

ademics will provide confidential and personally identifiable information as necessary to comply

with judicial and administrative orders, subpoenas, civil or criminal investigative demands, ad-

ministrative and regulatory demands and other legal obligations. In order for Tecademics to con-

duct business in certain jurisdictions, Tecademics must disclose certain personally identifiable

and confidential information to regulatory authorities in such jurisdictions. Such information

may include, but is not limited to, income information and personally identifiable information.

Tecademics reserves the right to transfer all personal information in its possession to a succes-

sor organization in the event of a merger, acquisition, or bankruptcy or other sale of all or a por-

tion of Tecademics’ assets. Other than to the extent ordered by a bankruptcy or other court, the

use and disclosure of all transferred personal information will be subject to this Privacy Policy, or

to a new privacy policy if you are given notice of that new privacy policy and opportunity to af-

firmatively opt-out of it.

Personal information submitted or collected after a transfer, however, may be subject to a new

privacy policy adopted by Tecademics’ successor organization, if any.

If you have failed to pay any balance owed in consideration of products or services, Tecademics

may, as permitted by law, report your personal information, including without limitation, your

unpaid balance, to consumer credit reporting services, collection agencies and others.

Tecademics occasionally may assign prospective sales and new independent contractors leads to

independent contractors. In these cases, Tecademics will provide the lead with the appropriate

independent contractors name and contact information. In addition, Tecademics may have an

Independent Contractor Locator feature on its Website. Pursuant to this feature, a prospective

Customer or new independent contractor can locate a nearby Tecademics independent contrac-

tor. In order to make the Independent Contractor Locator feature and the lead assignments ef-

fective, the Company will provide the prospective Customer or new independent contractor

with the independent contractor’s name and contact information, which may include his/her

telephone number, address, and/or email address.

To help independent contractors in Tecademics’ affiliate marketing program manage their inde-

pendent businesses, we may provide your sponsor and other up-line independent contractors

with your name, address, telephone number, and email address, as well as data relating to your

sales and recruitment activity through the back office to the Website.

COMMUNICATIONS FROM US

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When enrolling as an independent contractor, registering as registered Customer, or making a

purchase or other inquiry through the Website, you consent to receive periodic email and other

communications from us and from Tecademics independent contractors. For example, Tec-

ademics sends all new independent contractors and registered Customers a welcoming email to

verify password, username, and acceptance of the Independent Contractor’s Agreement or Cus-

tomer Agreement. All independent contractors and registered Customers will occasionally re-

ceive information on products, services, special deals, and a newsletter. Customers who have

not registered with Tecademics and who grant permission will also receive occasional infor-

mation on products, services, special deals, and the like.

On rare occasions it is necessary to send out a strictly service-related announcement. For in-

stance, if our service is temporarily suspended for maintenance we might send independent

contractors or Customers an email. Generally, independent contractors may not opt-out of

these communications, though they can deactivate their accounts. These communications are

not promotional in nature.

Tecademics communicates with independent contractors and registered Customers via email,

regular mail and telephone on a regular basis to provide requested services and in regards to is-

sues relating to their Tecademics business. Tecademics communicates with other Customers

with respect to products or services purchased by such Customers from Tecademics. Such com-

munications may be by email, regular mail or telephone.

LINKS

Tecademics Websites may contain links to other sites. Please be aware that Tecademics is not

responsible for the privacy practices of such other sites. We encourage users to be aware when

they leave our site and to read the privacy statements of each and every website that collects

personal information. This privacy statement applies solely to information collected by Tec-

ademics Websites.

SECURITY

Tecademics has implemented and maintains reasonable security procedures and practices to

protect against the unauthorized access, use, modification, destruction or disclosure of your

personal information.

LOST OR STOLEN INFORMATION You must promptly notify us if your credit, banking, other financial information, user name or password is lost, stolen or used without permission. In such an event, we will remove that credit card number, bank account information, other financial institution information, user name or password from your account. PROMOTIONAL ACTIVITIES

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From time to time, Tecademics may conduct contests, giveaways and other promotions (collec-

tively, “Promotional Activities”). Any information submitted in connection with Promotional Ac-

tivities will be treated in accordance with this Privacy Policy.

From time to time, Tecademics may also ask you to participate in surveys designed to help Tec-

ademics improve the Websites, its products, services, or the Tecademics affiliate marketing pro-

gram. Any personal information provided to Tecademics in connection with any survey will be

used only in relation to that survey, and will be disclosed to third parties not bound by this Pri-

vacy Policy only in aggregated form.

CHANGES TO THIS PRIVACY POLICY

Tecademics reserves the right to amend or change this Privacy Policy at any time at its sole dis-

cretion. It is your responsibility to periodically access this Privacy Policy by clicking on the Privacy

Policy link at our Website. You can determine the date this Privacy Policy was last updated by

referring to the effective date found at the end of the policy. When material changes or amend-

ments are made to the Privacy Policy, we will announce the same at our home page for a period

of 3 days following implementation of the amended Privacy Policy.

MAKING CHANGES TO YOUR PERSONAL INFORMATION

Independent contractors and registered Customers may update their personal information as

necessary by logging into their Tecademics online Back Offices, which allows them to access and

edit their registration account information. In addition, Independent Contractors and Registered

Customers may contact us at [email protected].

SOCIAL SECURITY NUMBER PROTECTION POLICY

Protecting personal information is important to Tecademics. It is our policy to protect the confi-

dentiality of Social Security numbers ("SSNs") that we receive or collect in the course of busi-

ness. We secure the confidentiality of SSNs through various means, including physical, technical,

and administrative safeguards that are designed to protect against unauthorized access. It is our

policy to limit access to SSNs to that which is lawful, and to prohibit unlawful disclosure of SSNs.

SOCIAL MEDIA DISCLAIMER

We are under no obligation to screen or monitor your posts or any other User Content; how-

ever, we may make a reasonable effort to monitor participation to ensure that you stay on

topic, are courteous and avoid making offensive comments. Your posts and User content must

adhere to the following requirements and cannot:

Contain any third-party material including logos, drawings, tattoos, photographs, pic-tures, sculptures, paintings and other images or works of art, phrases, trademarks, trade secrets or other items without explicit prior written permission to use such materials.

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Contain sexually explicit, graphic, gratuitous or unnecessarily violent content or defama-tory or derogatory content against any ethnic, racial, gender, religious, sexual orienta-tion, professional or age group or contain any pornographic or nude material.

Contain any private information about yourself or any other individual, including with-out limitation, information related to the health of the individual, financial information about the individual or any identification or account numbers related to the individual, with or without their permission or consent.

Contain any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or tele-communications equipment.

Contain any advertising, promotional materials, "junk mail," "spam," "chain letters," or "pyramid schemes" or promote illegal activity or illegal contests, sweepstakes, or gam-bling, including any online casino, sports books, bingo, poker or any other form of solici-tation.

Contain any material that, through any form of communication with the press, public, clients or media, disparages Tecademics or its employees, contractors, directors, in-structors, owners, officers and creators, in any way. Forms of communication include but are not limited to social media websites, public forums, suppliers, vendors, clients, interviews, or recorded statements. You agree and understand that disparagement in-cludes but is not limited to critiques, derogatory statements, ridicule, slander, jokes or insults at the expense of the company, management, senior personnel, independent contractors, products or services.

Anyone violating this prohibition will be subject to loss of position, title, status, benefits, wages, prestige, influence, and suspension, up to and including termination

We reserve the right to edit comments for content, remove off-topic contributions, delete of-

fensive comments or remarks, block offensive contributors and delete actual or suspected spam

content from any social media site. Please be aware that once you post something online, there

is the potential for numerous individuals to read your words, even years from now. Therefore,

we suggest that you exercise caution when posting on any social media sites and that you not

disclose personally identifiable information such as your location, medical record number, per-

sonal medical information, financial information, etc. We are not responsible for the content of

any comments or responses posted by others to any website or social media site, if any, man-

aged or monitored by Tecademics. We do not control the placement of any marketing or adver-

tising displayed on our pages by social media or third party organizations.

We reserve the right to respond to any post or user content and may occasionally, privately re-

quest your contact information to assist offline with your consent by routing the matter to the

appropriate persons or department for further handling.

QUESTIONS Questions regarding this Privacy Policy should be directed to [email protected].

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Tecademics LLC Anti-Spam Policy

GENERAL POLICY

Spam is considered an unethical form of Internet advertising. Tecademics LLC (“Tecademics”) has a ZERO tolerance for Spam (Unsolicited Commercial E-mail). All Spam complaints will be taken seriously and as such, Tecademics prohibits Spam or any other unsolicited commercial e-mail from being sent either: over any network operated by Customers or any other users of these networks, and / or over any network if the message sent advertises or mentions a site hosted on a server operated by Tecademics. Tecademics reserves the right, without prior notice, to terminate the services of any Customer disregarding this policy.

In addition, people who send Spam can incur and expose substantial monetary fines from any of the providers through which Spam is directed because of the time, resources and expense it can incur for the spammed business. Spam is a negative form of advertising and is HIGHLY disliked within the Internet community.

You must not send Spam via our services, or send Spam or procure the services of another com-pany or individual to send Spam, which in any way implicates our services, by including the com-pany web site domain(s) or any other web site associated with Tecademics. This includes men-tioning a Tecademics e-mail address or URL in any bulk email message.

Tecademics reserves the right to determine what constitutes a violation of our Spam Policy. The sole opinion of Tecademics is ABSOLUTE in determining any and all Spam violations.

WORKING DEFINITION OF SPAM

Spam is the sending of unsolicited and unauthorized emails or online communications such as but not limited to bulletin boards, user groups, or instant messaging services to individuals or businesses who do not know you personally, have not agreed or requested to receive your emails, or have not provided their email address directly to the sender.

It is also an email sent to a recipient who would not have a reasonable expectation of receiving email from the sender. Spam can be a single email or a bulk mailing.

It is also the cross-posting messages to Usenet or News groups that explicitly forbid the posting of commercial solicitations or solicitations not pertaining to their content.

It is also Opt-out lists where a person is specifically required to request removal from a mailing list in order to prevent solicitation.

It is also hiring a company that is mailing out to a list of people with your opportunity that did not specifically request to receive your information beforehand.

It is also the use of our servers as a mail drop for responses to activities described above is strictly prohibited.

BULK E-MAIL

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Tecademics prohibits the use of its network(s) to send bulk email whether opt-in or otherwise. The use of bulk email to promote a site on our network is also strictly forbidden.

UNDERSTANDING FFA ACC0UNTS

Promoting Your Site on FFA (Free For All) sites is NOT allowed. FFA sites (Free For All) sites and similar programs have a HIGH RISK of generating Spam complaints because of the nature of that type of program. Advertising on FFA sites is not permitted for promoting any Tecademics web-site, related website, and/or services. Any complaints we receive that are generated from your advertising on FFA programs will be treated as Spam.

We do not allow advertising on Free For All Sites because these sites post large numbers of links to other peoples' websites. You are told that if you list your site, you will have your own FFA site where you can send people to post their links. Your link will be replicated to many other sites. You are told that every time someone adds their link, they will get an email telling them about your opportunity. Once your link is also on their site, everyone who adds a link to their site gets an email from you. This leads to an enormous amount of Spam E-mail going out from you, auto-matically.

IF YOU VIOLATE OUR SPAM POLICY, YOU WILL:

Have your web site terminated immediately, without notice and without refund until you provide proof for all complaints that were filed against you. Even if you are able to provide proof, your account may still be suspended and/or cancelled if we receive a large number of complaints against your account.

Have your entire lead database deleted from our system.

Have a MINIMUM of $1,000.00 USD claim filed against you in a court of law.

Have any commissions due you withheld and/or forfeited.

Be immediately reported to your ISP provider.

DISRUPTING SERVICES PROVIDED BY US

Should Tecademics’ service or web sites be disrupted in anyway, by you, due to spamming, you will be charged and billed $500.00 USD per hour until service is restored. You may also be sub-ject to legal action as appropriate. For further information contact us at [email protected].

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TECADEMICS

INTELLECTUAL PROPERTY GUIDELINES

INTRODUCTION. Tecademics (“Tecademics”) expects that you will and you agree to respect our

intellectual property rights and also the intellectual property rights of others. We also expect

that you will and you agree to respect, follow, and use the Tecademics Advertising Guidelines,

which includes compliance with the provisions of the Tecademics Intellectual Property Guide-

lines. It is the policy of Tecademics that it will not infringe upon the intellectual property of any

Customer, competitor, or third-party without the proper permission or license.

NON-COMPLIANCE. Non-compliance is basically the unauthorized use of (infringement on) an-

other’s work product without a license or permission from the originator of the work product.

Infringing upon the intellectual property rights of others can subject you and Tecademics to lia-

bility for damages.

Even if the claims are unfounded, litigation can and will disrupt Tecademics business operations

and your business operations and is expensive. To help avoid claims of infringement, all independ-

ent contractors are required to read and agree to these terms.

FOUR TYPES OF INFRINGEMENT. Intellectual property is defined as intangible work product or

property created from the mental efforts of inventors, artists, writers, computer programmers

and other types of creators and authors. It includes Copyrights, Trade Secrets, Trademarks, and

Patents.

COPYRIGHT protects works of expression, including:

WRITTEN WORKS, such as computer programs (source code and object code, as well as what appears on the screen), books, articles, newsletters, web sites and marketing mate-rials;

MUSICAL WORKS, such as music compositions, lyrics and sound recordings;

ARTISTIC WORKS, such as paintings, sculptures, photographs, and drawings; and

AUDIOVISUAL WORKS, such as videos, motion pictures, TV programs and videogames.

A work is automatically protected by copyright the moment it is ‘fixed’ in a ‘tangible medium’

(e.g., when it is written on paper or on a computer, painted on canvas or recorded on film or

videotape). A copyright notice often may be found on copyrighted works, but it is not always

necessary for copyright protection.

The copyright gives the creators of a work the exclusive right to control its distribution and use,

including the right to make copies of the work, to disseminate copies to the public, to display,

present or perform the work in public, and to create adaptations of the work. Adaptations are

known as ‘derivative works’ and include translations, transfers of a work from one medium to

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another (e.g., a film version of a book or a videogame version of a film), abridgements, dele-

tions, modifications or supplements. Note that copyright does not protect the underlying idea or

concept of the work, only the expression of that idea.

TRADE SECRETS. Some ideas may be protected only by keeping them secret or by entering into

a contract to keep the idea confidential. Trade secret law protects ideas, such as any process,

computer program, method, device, recipe, algorithm, Customer list, or any other information

that is not readily known to the public (i.e., that can be kept and is kept secret) and that has

competitive value or provides a business advantage by virtue of its secrecy.

TRADEMARKS. Trademarks include any words, symbols, slogans, brand names, musical sounds,

shapes, designs or logos that identify the supplier of products or services. Trademarks may con-

sist of a combination of these elements as well. Trademarks also include ”trade dress,” which

provides protection for distinctive packaging and, to a lesser extent, for distinctive product

shapes, colors, markings, or any other nonfunctional aspect of a product.

Trademark law is primarily intended to prevent consumer confusion as to the source of goods or

services. It protects not only consumers, but also the supplier’s reputation and goodwill. A

trademark notice in the form of , TM, or SM may be used in connection with a trademark, but

it is not necessarily required for trademark protection.

PATENTS. Patents give the patent holder the exclusive right to control production and distribu-

tion of the invention, including its creation, use, distribution or sale. A patent also may protect

variations on the invention, if it has been properly described in its patent filing. Notices are not

required for patent protection.

INTELLECTUAL PROPERTY CREATED FOR THE COMPANY. You agree that you will not use the

trademarks of any competitor or other company or individual unless a license is obtained.

INTELLECTUAL PROPERTY BELONGING TO THE COMPANY. As an independent contractor to

Tecademics, you agree at all times, including before, during, and after the independent contrac-

tor relationship has ended, to hold in strictest confidence, and not to use to the detriment of

Tecademics, any trade secrets, confidential information, data or other proprietary information

relating to products, passwords, processes, programming code, technology, security, encryption,

user-names and user-passwords, know-how, designs, formulas, developmental or experimental

works of authorship, Customer lists, business plans, marketing or pricing strategies, or financial

information pertaining to any business of Tecademics or any of its clients, consultants, or licen-

sees. Such confidential information shall not be distributed to third persons or entities without

the express, written authorization of Tecademics.

As an independent contractor for Tecademics you also agree at all times, including before, dur-ing, and after the independent contractor relationship has ended, to keep any information learned about Tecademics clients and their Customer base(s) or operations confidential.

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TECADEMICS

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

WHEREAS Tecademics agrees to furnish Recipient with certain confidential information relating to ideas, inventions, or products for the purposes of determining an interest in developing, cre-ating, selling, or contracting, and WHEREAS Recipient agrees to review, examine, inspect or discuss such confidential information only for the purposes described herein, and to otherwise hold such information confidential pursuant to the terms of this Agreement, then BE IT KNOWN that Tecademics has or shall furnish certain confidential information and may fur-ther allow the right to discuss or interview associates or representatives of Tecademics on the following conditions:

Recipient agrees to hold confidential or proprietary information or trade secrets ("Confidential Information") in trust and confidence and agrees that it shall be used only for the contemplated purposes, and shall not be used for any other purpose or disclosed to any third party.

Recipient recognizes, acknowledges and agrees with Company that the work for which he/she is contracted is and will be of a confidential and proprietary nature. Recipient cov-enants and agrees to receive all such information in the strictest confidence and to maintain, aid and assist Company in maintaining the secrecy of same. Recipient covenants and agrees that he/she will not, during the term of providing services, or thereafter, divulge or disclose to others, or make any use of except for and on behalf and with the knowledge and consent of Company, any information of a confidential or proprietary nature which he/she may gain in or by reason of this Agreement, including but not limited to: such information relating to branding, marketing materials, any client or Customer, client or Customer lists, or client or Customer records; provided, however, that Recipient’s covenant will continue only for so long as such information has neither become public knowledge nor otherwise come into the possession of others by legal and equita-ble means. In the event Recipient breaches or threatens to breach any of Recipient’s obligations to prevent disclosure or dissemination of any such information or knowledge, Company will be entitled to specific performance and other equitable relief, including temporary and permanent injunctive relief, to enforce the terms of this Agreement. Nothing contained in this Agreement will be construed as prohibiting or in any way limiting Company from pursuing any other remedy available to Company for such breach or threatened breach, including the recovery of damages from Recipient.

No copies, physical or electronic, will be made or retained of any written information or prototypes supplied without the permission of Tecademics.

At the conclusion of any discussions, or upon demand by Tecademics, all confidential information, including prototypes, written notes, photographs, sketches, models, memoranda or notes taken shall be returned to Tecademics.

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Confidential information shall not be disclosed to any employee, consultant or third party unless they agree to execute and be bound by the terms of this Agreement, and have been approved by Tecademics.

This Agreement and its validity, construction and effect shall be governed by the laws of Ari-zona.

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TECADEMICS

Right of Rescission

If you purchased from Tecademics one or more of its products, a seven (7)-business-day Right of

Rescission applies beginning as of the date of the purchase. Sundays and national holidays are

not counted as business days, but Saturdays are counted.

If the 7-day rescission period has expired, you may no longer rescind your purchase.

If you purchased your product at an event and expect to use that product at the event, you

acknowledge that the rescission period will be only 3 business days.

The 7- or 3-business-day rescission period begins on midnight on the day of purchase and runs

until midnight of the seventh or third day following the day of purchase.

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TECADEMICS LLC WEBSITE RULES

Terms and Conditions You must read these Terms and Conditions carefully and completely before using any of the sites operated by Tecademics LLC (hereafter “Tecademics,” “us,” “we,” or “our”), including, but not limited to, tecademics.com and any of its sub-domains (the “Sites”). This Agreement sets forth the legally binding terms and conditions that apply for your use of any of the Sites.

By accessing or using any of the Sites in any manner, including, but not limited to, visiting or

browsing the Sites or contributing content or other materials to the Sites, you agree to be bound

by these Terms and Conditions. If you do not accept these terms of use, do not use this Website.

Your continued use of this site confirms your acceptance of all of these terms.

Intellectual Property The Sites and their original content, features and functionality are owned by us and are pro-tected by international copyright, trademark, patent, trade secret and other intellectual prop-erty or proprietary rights laws. Termination We may terminate your access to the Sites, without cause or notice, at our discretion, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination, in-cluding, without limitation, ownership provisions, warranty disclaimers, indemnity, and limita-tions of liability. Links To Other Sites Our Sites may contain links to third-party sites that are not owned or controlled by us has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party sites or services. You may not remove or obscure advertisements, the copyright no-tice or other notices on the Website and you agree to stop providing links to the Website if you are notified by Us. You may not use any robot, spider, deep-link, page-scrape or any other auto-mated device to monitor or copy any Content from the Site.

Our inclusion of links does not imply any endorsement of the material contained in such web-sites or any association with their operators. You acknowledge that We will not be party to any transaction, agreement or contract with a third party that You may enter into and We will not be liable to You in respect of any loss or damage which You may suffer by using links to and in-formation from those websites.

We strongly advise you to read the terms and conditions and Privacy Policy of any third-party site that you visit, very carefully. Limited License We grant you a non-exclusive, non-transferable, limited, worldwide, royalty free perpetual li-cense to use the Sites in accordance with the terms of this Agreement. This license is provided free of charge. The following content is excluded from the licensed content and may not be downloaded, used, copied or adapted by you using this License:

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Any underlying web services (which includes any software, documents and/or materials which underpin the Content).

Any Content which we inform you is governed by different license terms; Any Content for which payment is required; Any advertisements or promotions by third parties;

ANY MATERIAL FOR WHICH YOU HAVE NOT OBTAINED ALL NECESSARY

CONSENTS; AND

ANY MATERIAL THAT IS DISCRIMINATORY, OBSCENE, PORNOGRAPHIC, DEFAMATORY,

LIABLE TO INCITE RACIAL HATRED, IN BREACH OF CONFIDENTIALITY OR PRIVACY, WHICH

MAY CAUSE ANNOYANCE OR INCONVENIENCE TO OTHERS, WHICH ENCOURAGES OR

CONSTITUTES CONDUCT THAT WOULD BE DEEMED A CRIMINAL OFFENCE, GIVE RISE TO

A CIVIL LIABILITY, OR OTHERWISE IS CONTRARY TO THE LAW IN THE UNITED STATES.

Limitation Of Liability In no event shall we, or our directors, employees, partners, agents, suppliers, or affiliates, be lia-ble for damages, direct or consequential, resulting from your use of the Sites, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses, in-cluding but not limited to attorney's fees, arising from your violation of any third-party's rights.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TECADEMICS HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR LOSS, INJURY OR DAMAGE (DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL) ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE INCLUD-ING WITHOUT LIMITATION ANY AND ALL LIABILITY:

RELATING TO THE ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SUITABIL-ITY, QUALITY, OWNERSHIP, NON-INFRINGEMENT, OPERATION, MERCHANTABILITY AND FITNESS FOR PURPOSE OF THE CONTENT;

RELATING TO ITS WORK PROCURING, COMPILING, INTERPRETING, EDITING, REPORT-ING AND PUBLISHING THE CONTENT;

RELATING TO ANY INTERRUPTION, FAILURE OR CESSATION OF OPERATION OR TRANS-MISSION;

RESULTING FROM ANY ACTS OR OMISSIONS OF ANY THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SITE;

RESULTING FROM RELIANCE UPON, OPERATION OF, USE OF OR ACTIONS OR DECI-SIONS MADE ON THE BASIS OF, ANY FACTS, OPINIONS, IDEAS, INSTRUCTIONS, METH-ODS, OR PROCEDURES SET OUT ON THIS SITE;

ARISING OUT OF OR RELATING TO THE MISUSE OF OR INAPPROPRIATE RELIANCE ON THE CONTENT OF THE SITE; AND

RESULTING FROM ANY VIRUS, WORM, TROJAN, TIME-BOMBS, KEYSTROKE LOGGERS, SPYWARE, ADWARE OR ANY OTHER KIND OF MALWARE OR CONTAMINATION OF COMPUTING EQUIPMENT.

YOU SHOULD CARRY OUT YOUR OWN EVALUATION / VERIFICATION EXERCISE BEFORE CHOOS-ING TO RELY UPON ANY OF THE CONTENT IN ANY WAY.

THIS DOES NOT AFFECT TECADEMICS’ LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM TECADEMICS’ NEGLIGENCE, OR TECADEMICS’ LIABILITY FOR FRAUD OR FRAUDULENT

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MISREPRESENTATION, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Viruses, hacking and other offences You must not misuse the Site by knowingly introducing (or transmitting data, sending or upload-ing any material that contains) viruses, Trojans, worms, time-bombs, keystroke loggers, spy-ware, adware, logic bombs or other material, programs or similar computer code which is mali-cious, technologically harmful or designed to adversely affect the operation of any computer software or hardware of the Site.

You must not attempt to gain unauthorized access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of-service attack. In the event of such a breach, Your rights to use the Site will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harm-ful material that may infect your computer.

You acknowledge that you are solely responsible for any Information that you choose to disclose and make publicly accessible via the Site, and that under no circumstances will we be liable in any way for the disclosure and public accessibility of such Information. You acknowledge that any information posted to publicly accessible areas may remain publicly accessible indefinitely.

In consideration of your continuing use of the Site, we shall be entitled, without further obliga-tion, to retain, disclose or otherwise use the Information for any purpose. Also, in consideration of your continuing use of the Site, you hereby assign all your interest in intellectual property rights in such information to us as a continuing obligation, with full title guarantee for the full duration of such rights, wherever in the world where ever they are enforceable. You agree to execute all documents and assignments and do all such things necessary to ensure that we are able to enjoy the benefits of the rights under this condition. You will not take any action prejudi-cial to the subsistence of the intellectual property rights in the Information and from any action prejudicial to the assignment pursuant to this condition.

Prohibited Use You may only use the Site for lawful purposes. You may not use the Site:

in any way that breaches any applicable local, national or international law or regula-tion;

in any way that is unlawful or fraudulent, or has any unlawful or fraudulent intent, pur-pose or effect;

to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam).

If you breach these Terms of Use, we will terminate any applicable licenses and/or block your IP address from accessing the Site and/or withdraw your right to use the Site (or any part of the Site), immediately. You also agree:

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not to reproduce, duplicate, copy or re-sell any part of the Site in contravention of these Terms of Use;

not to access without authority, interfere with, damage or disrupt: o any part of the Site; o any equipment or network on which the Site is stored; o any software used in the provision of the Site; or o any equipment or network or software owned or used by any third party.

Changes to the Terms of Use

We shall have the right, at its sole discretion and at any time, to change or modify these Terms of Use. Any change shall be effective immediately upon posting to the Site. You are responsible for regularly reviewing these Terms of Use to obtain timely notice of any changes, as they are binding on you when published. Tecademics will post a last amendment date at the bottom of this page to assist your review. Your continued use of this Site after such posting shall constitute your acceptance of these Terms of Use as modified. Some of the provisions in these Terms of Use may also be superseded by provisions or notices published elsewhere on the Site.

Disclaimer We endeavor to ensure that the site content is accurate and consistent. To the fullest extent permitted by applicable law, Tecademics excludes all warranties or representations (express or implied) in respect of the Content. Warranty Disclaimer Your use of the Sites is at your sole risk. The Sites are provided on an "as is" and "as available" basis. The Sites are provided without warranties of any kind, whether express or implied, includ-ing, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Our subsidiaries, affiliates, and its licensors do not warrant that a) the Sites will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Sites are free of viruses or other harm-ful components; or d) the results of using the Sites will meet your requirements. Your continued use of the Sites and Content is entirely at your own risk. We makes no warranty, representation or guarantee that the Content is error free or fit for your intended use. Any cor-respondence or business dealings with, or participation in promotions of, advertisers whose ad-vertisements may be found on or through the Sites, including payment and delivery of related goods or services, and any other terms or representations associated with such dealings, are solely between you and the relevant advertiser.

We do not endorse, recommend, or make any representations about any products or services provided by advertisers, if any. The presence of advertisements found on the Sites, or the inclu-sion of the words alongside advertisements such as "official sponsor" or "partner" do not imply any exclusive arrangement between us and the advertiser. To the fullest extent permitted by ap-plicable law, you agree that we shall not be liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers on the Sites and/or any reliance placed by you on the completeness or accuracy of such advertising.

Assignment

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You may not assign or delegate your rights or obligations under these Terms of Use without the prior written consent of Tecademics. Severance If any provision of these Terms of Use (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Terms of Use, and the validity and enforceability of the other provisions of these Terms of Use shall not be af-fected. Waiver No failure or delay by us to exercise any right, power or remedy will operate as a waiver of any of them nor will any partial exercise preclude any further exercise of the same or some other right, power or remedy. Information about you and your visits to the Site We process information about you in accordance with our Privacy Policy. By using the Site you consent to such processing and you warrant that all data provided by you is accurate. We have obligations under law, including the Freedom of Information legislation, to disclose information including confidential information held by us. We will always endeavor to consult with you be-fore making a decision to disclose confidential information held by us. Governing Law and Jurisdiction The Terms of Use and any and all claims, disputes or proceedings of any kind (whether relating to contractual or non-contractual obligations) arising out of or in connection with them shall ad-judicated in the courts serving Maricopa County, governed by and construed in accordance with the laws of the State of Arizona. Contact Us If you have any questions about this Agreement, please contact us at [email protected].

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TECADEMICS

DUE DILIGENCE

You are advised to do your own due diligence when it comes to making business decisions and

should use caution and seek the advice of qualified professionals during your due diligence pro-

cess. You should check with your accountant, lawyer, or professional advisor, before acting on

this or any information. You may not consider any examples, documents, or other content on

the website or otherwise provided by us to be the equivalent of legal advice. Nothing contained

on the website or in materials available for sale or download on the website provides legal ad-

vice in any way. You should consult with your own attorney on any legal questions you may

have.

We assume no responsibility for any losses or damages resulting from your use of any link, infor-

mation, or opportunity contained within the website or within any information disclosed by Tec-

ademics in any form whatsoever.

Any use of our information, products or services should be based on your due diligence process,

which you confirm you have carried out to your complete and total satisfaction. You agree that

Tecademics is not responsible for any success or failure of your business activities, acts or con-

duct that is directly or indirectly related to your business or the purchase and use of our infor-

mation, products, services or presentations.

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TECADEMICS

INCOME AND EARNINGS DISCLAIMER

Any claims made of actual earnings or examples of actual results should be viewed as entertain-

ment or educational information based on subjective information. Your level of success in at-

taining any results used in any of our materials, presentations and the use of our products and

materials depends on the time you devote to the program including, but not limited to, your

ideas and techniques, your knowledge and various skills. Since these factors differ by individuals,

we cannot and do not guarantee any success or level of results or average earnings.

The materials that make up our product and our website may contain information that includes

or is based upon forward-looking statements within the meaning of the Securities Litigation Re-

form Act of 1995. Any forward-looking statements give our expectations or forecasts of future

events. You can identify these statements by the fact that they do not relate strictly to historical

or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,”

“plan,” “believe,” and “could” and other words and terms of similar inference in connection

with a description or an illustration to express our opinion of earnings potential. They are opin-

ions only and should not be relied upon as fact. Do not construe any statement in this website,

in our materials or presentations as a claim or representation of average earnings. There are NO

average earnings. As well, testimonials and statements of individuals are not to be construed as

claims or representations of average earnings. We cannot and do not, and will not make any

claims as to earnings, average or otherwise.

Income or earnings statements (if any) are estimates of income potential only, and there is no

assurance that your earnings will equal or exceed the figures we present. Any reliance you may

place on the figures we present is at your own risk. Any income or earnings depicted are NOT to

be interpreted as common, typical, expected, or normal for the average person. Any particular

result may be exceptional, and the variables that impact results are so numerous and some-

times uncontrollable, that Tecademics makes no guarantees as to your income or earnings of

any kind, at any time.

Where specific income figures are used, and attributed to an individual or business, those per-

sons or businesses have actually earned those amounts. There is no assurance that your earn-

ings or income will match or exceed those figures, or that you will make any money at all. If you

rely upon our examples or figures, you do so at your own risk, and you accept all risk associated

with your reliance.

Any and all claims or representations as to income earnings made on our web sites or in our ma-

terials or information or presentations are NOT to be considered as average earnings. Testimo-

nials are not representative and although we attempt to verify them, we cannot guarantee we

will locate where they were made so they can be verified. There are no assurances that any

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prior successes, or past results, as to income and/ or earnings, can be used as an indication of

your future success or results.

Monetary and income results are based on many factors. We have no way of knowing how well

you will do, as we do not know you, your background, your work ethic, or your business skills or

practices. Therefore we do not guarantee or imply that you will win any incentives or prizes that

may be offered, that you will make any income or earnings, that you will do well, or that you will

make any money at all. If you rely upon our examples or figures, you do so at your own risk, and

you accept all risk associated with that reliance.

Making decisions based on any information presented or provided in our programs, products,

and services or on our website, should be done only with the knowledge and understanding that

you could experience losses or make no money at all.

Users of our programs, products, services and website are advised to do their own due diligence

when it comes to making business decisions, and all information, programs, products and ser-

vices that have been provided should be independently verified by your own qualified profes-

sionals. All disclosures and disclaimers made herein, on our web sites, or in any materials pro-

vided to you apply equally to any offers, prizes or incentives that may be made by our company.

You agree that our company is not responsible for the success or failure of your business deci-

sions relating to any information presented by our company, or our company programs, prod-

ucts and/or services.

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TECADEMICS

Advertising and Intellectual Property Use Guidelines

These guidelines are designed to protect the Tecademics brand and promote the company

name, products and services within compliance guidelines. These guidelines are not intended to

serve as legal advice, and adherence to these guidelines does not necessarily constitute legal ad-

vice. You are responsible for ensuring that your advertisements comply with all applicable stat-

utes, laws, and regulations. Tecademics will protect its brand by strictly controlling the advertis-

ing, literature, and media used to promote or explain our products, services, and systems. To ac-

complish this, Tecademics has instituted rules covering these areas. Violations of any of these

rules can result in disciplinary action up to and including termination of your Ambassador or Af-

filiate Agreement, along with damages and possible civil penalties. Terms not defined herein

have the meanings given to them in your Ambassador or Affiliate Agreement.

Tecademics offers a training opportunity for internet marketing entrepreneurs. Tecademics is

the exclusive distributor of this training, its content, presentation design and format, which are

proprietary products of Tecademics. Tecademics is neither a degree granting nor vocational pro-

gram, nor is it accredited with any academic or standards governing board.

At Tecademics, we believe that ads should contribute to and be consistent with the overall user

experience. The best advertisements are those that are tailored to individuals based on how

they interact and affiliate with the brands and businesses they care about.

Examples and illustrations of our policies can be found in the Exhibit at the end of this docu-

ment.

Intellectual Property Terms and Conditions must be agreed to before you can use the Tecadem-

ics Intellectual Property. Once you have agreed to the terms and conditions, you will be able to

download Tecademics approved logos, signs, flyers and/or ads to utilize in your advertising.

Please refer to the Intellectual Property Policy in your Virtual Office.

Following are some guidelines that every Tecademics Ambassador or Affiliate should know and

must follow:

BASIC RULES

You must always follow the Tecademics’ compliance Guidelines on any solicitation, advertise-

ment, flyer, website, email, etc. that represents Tecademics, even when the Tecademics name is

not mentioned initially.

You shall, at all times, represent products and services to Customers honestly, fully dis-closing product and service characteristics and how to use them.

You shall not make claims concerning the Tecademics’ products and services that are not made in official Tecademics publications.

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You agree that, if you make exaggerated or misleading claims regarding Tecademics’ products and services, you are providing Tecademics with grounds for your immediate termination.

You agree that the Company has the right to review your materials on a random basis and in its sole discretion determine if the advertising materials meet Tecademics stand-ards.

If it is determined that your materials do not meet Tecademics standards as outlined in company policies, you must immediately remove the materials from use.

You agree that your failure to remove materials when directed and ceasing other ad-vertising activities that are not in compliance can result in fines and termination.

You agree that when using the Tecademics name, logo, or product information, you must clearly identify yourself as an Ambassador or Affiliate of Tecademics, authorized to represent Tecademics products, and you may not identify or represent yourself as an employee or partner of Tecademics.

You must always use a licensing statement on each page where the Tecademics name, logo, product or description(s), etc. are to appear. You agree that any logos you down-load will be used in strict compliance with graphic standards that have been developed by Tecademics. These standards cover placement, sizing and coloration amongst other requirements. Contact the Marketing Department for a complete list of the graphic standards that apply to the use of downloaded graphics.

All local market advertising, including classified ads, space ads, billboards, radio or TV ads, faxes, and Internet ads used must be unchanged from Company materials.

Use of display ads in the Yellow Pages phone directory is prohibited.

You understand and agree that the Tecademics logo, company name, and products, used in any and all forms, are service marks and Intellectual Property owned by Tec-ademics and licensed to John Doe and may not be duplicated without the express writ-ten permission of Tecademics.

Any material downloaded from your Virtual Office must remain unchanged except for editable or blank (fill-in) fields. Material containing editable fields such as names or contact information must be filled in with the appropriate requested information. Ma-terial containing blank (fill-in) fields must be filled in with approved content as set forth in the Ambassador or Affiliate Agreement and these Advertising Guidelines.

The use of press releases by an Ambassador or Affiliate is prohibited. Press releases may be sent to local or national media through Tecademics Corporate Public Relations only.

Tecademics reserves the right to approve or disapprove any choice of business name, email address and URL for Websites and Website content associated with Tecademics or the Tecademics products.

All business cards used to represent Tecademics must be printed using the templates provided by Tecademics. Tecademics printing specifications must be followed; business cards that do not comply with defined specifications are prohibited. Business cards are subject to random review. Business cards that do not comply with Tecademics guide-lines must be destroyed. Those who violate the Tecademics’ print guidelines are sub-ject to administrative fine and/or other discipline up to and including termination.

Ambassadors or Affiliates shall not purchase, use, promote, or produce materials of any kind using Tecademics’ names, products, programs, trademarks, copyrights, or oth-

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erwise protected materials, unless those materials are purchased (licensed to the Am-bassador or Affiliate for their use) from Tecademics or provided by Tecademics in their online Virtual Office, or are purchased from an approved vendor. This also includes faxes, websites, and email. Ambassadors or Affiliates are not allowed to use the intel-lectual property of a Company vendor or strategic partner without their express writ-ten consent (a copy of which must be received by Tecademics before the intellectual property is actually used). Any exceptions must be reviewed by Tecademics and ap-proved in writing prior to use, or purchased from an approved vendor who has had their materials reviewed and authorized by Tecademics. This includes promotional items, and any other that can be linked to Tecademics.

Use of Road Signs to advertise any item or thing that can provide a link to Tecademics is PROHIBITED.

Tradeshow/Event Signage can be purchased by you ONLY if purchased through an Tec-ademics preferred vendor.

You cannot copy proprietary graphics from any Tecademics Website or email for any use (printed documents or items, Websites or replicas of any type, email, etc.) without prior approval from the Marketing Department. Tecademics logos and other select im-ages are available to download in the online Virtual Office.

Use of an auto-dialer, pre-recorded message or tele-fax for the purpose of a commer-cial solicitation is PROHIBITED.

It is the responsibility of the Ambassador or Affiliate to maintain knowledge of the “Do Not Call” registry to assure that people on that list are not called in any manner for the purpose of a solicitation. At the time of printing, details about the “Do Not Call” regis-try available at: http://www.ftc.gov/donotcall.

Never exaggerate income or make false claims about results. Tecademics has a dis-claimer published in the VO that must be used anytime results are being discussed.

Never advertise any company product or service, or Tecademics Portfolio package based solely on a specific instructor/presenter.

You understand and agree that Tecademics reserves the right to make replacements or substitutions to the curriculum, its content, presentation, design and format, as it deems necessary to control the quality and effectiveness of the material being pre-sented.

You understand that courses and presenters may be added, changed, or removed from time to time. These changes, substitutions or replacements are not grounds for a refund of all or part of the purchase price.

You agree that Tecademics presenters must be referred to as “instructors” or “practi-tioners.”

You agree that any references to Tecademics instructors and/or use of instructors’ bi-ographies and/or photos in advertising material must remain unchanged from official Tecademics materials that are available from Tecademics. Any updates or revisions im-posed by Tecademics shall be upheld and any conflicting material shall be removed from any advertising immediately. Only instructor biographies approved by Tecademics may be used in advertising material.

ACADEMIC CREDITS

The use of the word “credits” to refer to Tecademics training is strictly PROHIBITED. The word “credits” must be replaced with “Training Hours.” You agree that you will make no

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reference to “earning college credit”, “transferring for college credit” or “vocational credit “in any Tecademics materials or presentations.

You agree to never use any Tecademics intellectual property in an E-mail Body sent to a non-Tecademics Customer or independent contractor. Only e-mail recipients who have specifically requested information about Tecademics. Tecademics™ should receive e-mails bearing the Tecademics name or product descriptions.

SPAM

Spamming is PROHIBITED. Tecademics has a specific policy regarding Spam. Tecademics prohibits transmission, distribution or delivery of any unsolicited bulk or unsolicited commercial e-mail ("Spam"). Any mass e-mailings used to promote a Website hosted by Tecademics or one which contains the Tecademics intellectual property are strictly pro-hibited. Please become familiar with the expanded policy document in your Virtual Of-fice. Spamming is grounds for immediate termination.

Tecademics Ambassadors or Affiliates are responsible for maintaining knowledge of, and are required to abide by, the federal anti-spam legislation (officially known as the Con-trolling the assault of Non- Solicited Pornography and Marketing Act of 2003 or the CAN-SPAM Act of 2003) that became effective January 1, 2004. Despite its name, the legislation impacts all "commercial" e-mail (both solicited and unsolicited), imposing certain requirements on senders of such e-mail. At time of printing, details available at: http://www.spamlaws.com/federal/can-spam.shtml.

EXHIBITS AND ILLUSTRATIONS

The following statements, as applicable, should be used on any printed materials that identify you as an independent representative of Tecademics:

“John Doe is an authorized Ambassador or Affiliate of Tecademics, offering (or distrib-uting) the following products: (approved product descriptions, available on the Tec-ademics Website, may follow). The Tecademics logo, Company name and products, used in any and all forms, are service marks and intellectual property and are owned by Tec-ademics and licensed to John Doe and may not be duplicated without the express writ-ten permission of Tecademics.

OR

“John Doe (dba XYZ) is an independent contractor marketing Tecademics products and services. The Tecademics logo, the Tecademics name and products, used in any and all forms, are service marks and intellectual property and are owned by Tecademics and licensed to John Doe and may not be duplicated without the express written permission of Tecademics.

The following statement should be used on any printed materials you have created that will be distributed to the public:

“John Doe (dba XYZ) is solely responsible for the content of this (document/site/page).

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This is not an official Tecademics (document/site/page)”. OR

The following additional statement should be used on any printed materials you have created that will be distributed to the public:

“This is not an official Tecademics (document/site/page). John Doe (dba XYZ) is solely responsible for the content of this (document/site/page)”

Any non-official Tecademics material (generic material) that leads to Tecademics products or services must clearly identify:

“John Doe dba XYZ is an independent contractor marketing Tecademics products and services and is solely responsible for the content of this (advertisement/site/docu-ment/page). The Tecademics logo, name and products, used in any and all forms, are service marks and intellectual property and are owned by Tecademics and licensed to John Doe and may not be duplicated without the express written permission of Tec-ademics.”

Notices and advertising of local and regional trainings and meetings (e.g. Local Briefings, Confer-ence Calls, etc.) should include the following statement:

“The information presented in the [TRAINING or MEETING NAME] is sponsored and pre-sented by independent business owners, not by Tecademics. The opinions being ex-pressed are the opinions of the individual presenters and not Tecademics There are no warranties or guarantees being provided in conjunction with the information and opin-ions being presented. “

AMBASSADOR OR AFFILIATE MARKETING Ambassador or Affiliate marketing, if any, must clearly indicate that the advertising material is:

“Not official Tecademics material and that the distributor is an authorized, independent third party through independent contractor relationship with Tecademics. The following statement should be used: John Doe is solely responsible for the content of this (site/page/document) and is distributing this information as an independent third party through an independent contractor relationship with Tecademics.”

The Tecademics logo, name and products, used in any and all forms, are service marks and intellectual property and are owned by Tecademics and licensed to John Doe and may not be duplicated without the express written permission of Tecademics.

GRAPHICS To obtain logos and other intellectual property of Tecademics, you must log on to the Virtual Of-fice, and agree to the Terms and Conditions of these guidelines. Logos downloaded for use by Ambassadors or Affiliates must be used in strict compliance with graphic standards that have been developed by Tecademics. These standards cover placement, sizing and coloration amongst other requirements. Contact the Marketing Department for any questions regarding the graphic standards that apply to the use of downloaded graphics.

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If you have any questions or concerns regarding these guidelines, please feel free to contact us. To submit your drafted piece for review of content or images, send an email to [email protected]. Please allow 48-72 business hours for turnaround.

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TECADEMICS

CONSENT TO ELECTRONIC RECORD This Agreement is entered into by Tecademics (“Tecademics”) and its assigns (the “Company”) and the undersigned (“You” or “Your”). In this Agreement, the Company and You will collectively be referred to as the “Parties.” Please read the following information carefully. By completing this Agreement, Your consent will apply to all transactions between You and Tecademics. E-SIGN, the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.), requires that you consent and agree to entering into an electronic agreement with Tec-ademics before the online versions of the Tecademics Policy and Procedures Agreement is pro-vided and entered into during the enrollment process is entered into. This document, when completed, will serve as the consent and agreement. Should you enter into the online Agreement (“the Agreement”), you will not be required to sub-mit a paper application. Instead, the entire agreement between you and Tecademics will be evi-denced by an electronic record. To enter into the Agreement, you must electronically acknowledge that you agree to the Tecademics Application and Agreement, the Tecademics Compensation Plan, and the Tecademics Policies and Procedures. To enter into the Agreement and access the documents, you will need the following hardware and software: A Personal Computer (“PC”) with modem or other Internet access device, opera-tional Internet browser software (e.g., Mozilla Firefox, Google Chrome, Safari, or Internet Ex-plorer), and Adobe Acrobat Reader. Should there ever be a change in the equipment or software requirements necessary to access the terms of your electronic record and the terms of the Agreement, Tecademics will advise you of the requirements together with a list of the equip-ment and software that is necessary. You will also be provided with a Tecademics replicating website and Virtual Office. You may withdraw your consent to the use of electronic records at any time. However, should you do so, the Agreement will be automatically terminated as will your access to the replicating website and Virtual Office. To withdraw your consent (and thereby terminate this Agreement), you must notify Tecademics of your election to withdraw this consent by mailing or emailing written notice to Tecademics at 16445 North 91st Street, STE 101, Scottsdale, Arizona 85260 or via e-mail to [email protected]. During the enrollment process, you will have the ability to read, download, print, and retain a copy of the Application and Agreement, the Compensation Plan, and the Policies and Proce-dures Guide which, are incorporated into this Agreement by reference and for future reference. These documents will be provided to you as you complete the enrollment process. You may also access these documents through your Virtual Office or by request to [email protected]. By entering into the Agreement, you understand and agree that Tecademics may, in its sole dis-cretion, amend documents at any time, with or without notice. Prior versions of these docu-ments are archived by Tecademics. Should you wish to obtain a copy of any archived version of the Terms and Conditions, Compensation Plan, or the Policies and Procedures that apply to you, send a written request to Tecademics at 16445 North 91st Street, STE 101, Scottsdale, Arizona

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85260 or send your request via email to [email protected]. Any request for copies of your records must include your name, your identification information, your mailing address, and your email address. Upon receipt of a request, Tecademics will mail or e-mail you a copy of the version of the Agreement that you requested and which applies to you. Your record request must specify the date of the document version that you are requesting. There will be a charge of $1.50 per page for U.S. residents and $2.50 per page for non-U.S. resi-dents. The most current versions of the Policies and Procedures and the Compensation Plan are always available for viewing, printing and downloading through your Tecademics Virtual Office.

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TECADEMICS LLC

TRAINING PURCHASE TERMS AND CONDITIONS

1. This agreement (the “Agreement”) sets forth the terms and conditions for purchase and use of Tecademics Training. 2. You must be at least 18 years of age to purchase or participate in any training offered by Tec-ademics LLC (“Tecademics”). Proof of age and residence may be required.

3. All Training Purchases are based on Training Hours, which are used to attend trainings offered

by Tecademics or its assigns. Trainings are accessed through the use of the Training Hours. Prior

to attending any training event, Customers must register for classes using Training Hours. Regis-

tration information, including registration deadlines and instructions, are available the Virtual Of-

fice. Changes to training registrations made after registration deadlines may be subject to a late

registration fee and or a schedule change fee.

4. Customers are provided with (4) successive quarterly training opportunities to redeem the

Training Hours through training scheduling and attendance. The opportunity to redeem Training

Hours starts with the start date of the first training event offered by the Company that follows the

purchase date of the Training Hours. The redemption Period ends on the date following the con-

clusion of the fourth (4th) successive training event (the “Redemption Period”). Unused Training

Hours from the initial Redemption Period is forfeited. The Redemption Period is not extended or

reduced with the subsequent purchase of any additional Training Hours. Training Hours must be

used within the applicable Redemption Period. After the Redemption Period has expired, the

Training Hours cannot be redeemed.

5. Customers who have purchased Training Hours will also receive electronic access to all available

audio recordings of training (the “Training Audios”) and all available video recordings of trainings

(the “Video Trainings”). These audio and video recordings are for the use of the Customer and the

Customer’s designated partner (if any) ONLY. Any unauthorized copying or use of distribution is a

violation of the United States Copyright Act and may result in civil or criminal penalties. Making a

physical, digital, or a computer generated copy is prohibited.

6. Customers who purchase Training Hours can repeat the same trainings, subject to availability,

that they or their Partner, if applicable, have previously attended, for the duration of the Redemp-

tion Period, as well as an additional four (4) successive training events immediately following the

Redemption Period (“Audit Period”), at no cost, as long as that same training is offered. After

attendance of a training, Customers will have the ability to attend that same training at a future

training event, based on availability, during the applicable Audit Period. The determination of

whether a training is the same training previously attended is established by the “concepts” of

the training, as defined by Tecademics, and not by the trainer’s name. Space in trainings is limited

and will be granted on a first-come, first-served basis. Some trainings may sell out. Access

to some trainings may be limited for repeat attendees to accommodate new Customers.

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7. Customers who purchase any Training Hours have the ability to designate a partner (the “Train-

ing Partner”) who may participate in the use of Training Hours purchased. Training Partners are

required to agree to Training Partner Terms (which terms are incorporated by reference to these

Terms and Conditions). Customers are not obligated to select a Training Partner. If no Training

Partner is selected, only the Customer may use the Training Hours purchased. Customer may not

have more than one current Training Partner. During the Audit Period, Customer and Training

Partner can repeat only the same classes that each has attended at a previous training event.

Once a Training Partner has been selected, the Company may accept course registrations for the

current Training Partner up to the total number of unused Training Hours available at the time of

registration.

8. If the Customer has selected a Training Partner, this partner designation may not be canceled

or changed unless the Customer purchases new Training Hours. At that time, Customer may select

a new Training Partner, re-select the current Training Partner, or elect to have no Training Partner.

If Customer selects a new Training Partner or, elects to proceed without a Training Partner, upon

their purchase of subsequent Training Hours, event registrations for the Previous Training Partner

will be void and available unused Training Hours will no longer be accessible by the Previous Train-

ing Partner. Additionally, previous Training Partners can no longer repeat trainings that they

would otherwise have been eligible to repeat. In no event, shall Training Partners receive a refund

from the Company for any amounts they have paid for training. A primary Customer may termi-

nate a Training Hours purchase without notice to the partner regardless of any amounts paid by

the Partner. The Company is under no obligation to the Partner for any monies paid towards the

Training Hours purchase. The Company treats all amounts paid by either the Partner or the Pri-

mary as paid by the Primary Customer.

9. Tecademics reserves the right to add, change or remove trainings and presenters from time to

time and to make replacements or substitutions as it deems appropriate. Training content is pro-

vided by Tecademics and is sold as part of the Training Hours provided by Tecademics. Tecademics

products are sold by Affiliates, who are independent contractors and not employees or agents of

Tecademics. Therefore, no Affiliate may change the terms of this Agreement or make represen-

tations regarding this Agreement, the products or the use of the products other than those spe-

cifically set forth in this Agreement. Tecademics intends that all end users conduct their own eval-

uation conditions relative to their own particular circumstances before attempting to apply any

of the information provided to any specific situation. We suggest you consult an appropriate pro-

fessional regarding the applicability of any information contained in any of our products. The suc-

cess or failure of your efforts depends on conditions, appropriate skills, and individual circum-

stances and elements too difficult to predict. Some people may have positive results, others may

have negative results. Still others may have neither, either positive or negative. We do not make

any predictions or guarantees as to the results you will obtain.

10. The information contained in or made available through our products and the training events

cannot replace or substitute for the services of trained professionals in any field, including, but

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not limited to, financial, legal or tax matters. We and our licensors or suppliers make no repre-

sentations or warranties concerning any of the information offered or provided within or through

those sources. Tecademics, and its agents or partners, or any of their affiliates, will not be liable

for any consequential, special, exemplary losses that may result as a result of any product pur-

chase, including but not limited to economic loss.

11. Tecademics controls and operates their business activities from their offices in the United

States of America. We do not represent that materials and products available from are appropri-

ate or available for use in other locations. Persons who choose to purchase Tecademics products

who reside in other locations do so on their own initiative, and are responsible for compliance

with local laws, if and to the extent local laws are applicable.

12. By purchasing the products described in this Agreement, Customer certifies that the following

statements are true: a) No income or earnings representations were made during the entire sales

process; b) No income or earnings guarantees were made or implied relating to the use of the

products; c) No ROI was discussed, promised or implied; d) The product(s) purchased were chosen

freely and without unreasonable pressure; e) No other agreements or understandings were

signed or made orally outside of the purchase documents provided by the Company to document

the product purchase.

13. Customer agrees not to record, copy, transcribe, or distribute, either directly or indirectly, the

information or contents of the trainings.

14. Customer agrees that the promotion of products other than Tecademics products, or compa-

nies other than Tecademics, is strictly prohibited at any time during a training event, and/or at

the training venue unless prior specific written approval has been given to promote other prod-

ucts or programs.

15. All training registration is subject to availability. Non-attendance at the scheduled training for

which the Customer is registered without properly canceling registration shall void all Training

Hours the Customer has registered for that training and relieves Tecademics of any liability or

obligations of performance relating to those voided Training Hours.

16. Training Hours purchased do not include airfare, ground transfers, hotel accommodations or

meals. Training event dates and/or locations are subject to change. Company is not liable for

travel or other arrangements made by Customer. The Company recommends that no arrange-

ments be made prior to issuance of the electronic registration materials for an upcoming training

event. Customer is required to provide and update an e-mail address to assure access to electronic

materials provided by the Company. When available, registration materials shall be posted on

Company website. Customer is responsible to use these materials appropriately and as necessary

for registration.

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17. Customer may cancel this transaction, without penalty or obligation, within seven (7) days

from the signed order date. No cancellations or returns will be accepted and no refunds issued

after this period.

18. Customer certifies that all of the information provided on this Agreement is true and correct

and does not omit any material fact. Customer agrees to assume financial responsibility for the

full amount of the Tuition purchased and agrees to pay the full amount agreed to herein. Should

Customer initiate a chargeback with their financial institution after agreeing to these legal terms

and thus entering into a legal contract, Customer will be subject to collection proceedings for the

full amount due plus chargeback fees and damages. Customer agrees to pay all costs incurred to

collect such debt including, but not limited to, collection costs, attorney fees, and court costs.

19. Any controversy, claim, action or lawsuit relating to or arising out of this Agreement, or the

Rules, Policies or Procedures of Tecademics or any disagreement between the parties shall be

resolved by arbitration in accordance with the Rules for Commercial Arbitration of the American

Arbitration Association. The American Arbitration Association has exclusive jurisdiction over any

dispute between Customer, Tecademics, and or any Affiliate. Arbitration will be held in Maricopa

County, Arizona. In the event this arbitration provision is declared invalid or unenforceable for

any reason, Customer agrees that the exclusive venue and jurisdiction for any dispute between

the Customer and shall be in the courts of the State of Arizona, Maricopa County or applicable

Federal courts serving Maricopa County, Arizona. Arizona state laws govern this Agreement.

20. In the event any portion of this Agreement is declared invalid or unenforceable, the remaining

portions of this Agreement and the provisions of this paragraph shall survive. Any invalid or un-

enforceable provisions will be stricken and the remainder of the Agreement shall remain in full

force and effect.

21. Customer agrees that Tecademics and or its assigns may take photographs, audio and or video

at Classes, Colleges and or related events and that the Company can use Customer’s likeness (in

photographs, audio and or video) in promotional or educational materials and products, without

any additional permission from Customer and without additional fees or consideration to Cus-

tomer.

22. Customer agrees to all Terms and Conditions as stated herein and as amended from time to

time. Terms and Conditions for all products can be viewed at: [email protected]. Cus-

tomer shall keep copies of all paperwork and payments.

23. Tecademics reserves the right to negotiate and pass through to our Customers any miscella-

neous, incidental fees or charges assessed by outside vendors without prior notice.

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TECADEMICS

TRAINING PARTNER TERMS

The Parties understand and agree to the following Terms and Conditions:

One Party has been designated as the “Primary” and one Party has been designated as the “Partner.”

The “Primary” has exclusive control over the Training Hours and all aspects of their use.

1. The Partner is 18 years of age or older as of the date of this agreement. 2. The Partner acknowledges and agrees that the “Primary” has sole and complete author-

ity and ownership over the Training Hours available to the “Partner”. 3. The Partner understands that the “Primary” owns the Training Hours, regardless of

amounts paid by the “Primary” and/or the “Partner” towards the purchase price of the Training Hours.

4. The Parties understand and agree that the “Primary” may terminate the purchase with-out notice to the “Partner,” regardless of any amounts paid by the Partner.

5. The Primary is under no obligation to refund any unused Training Hours or allow the Partner to use any unused Partner benefits.

6. The Parties acknowledge and agree that the Partner cannot schedule trainings. 7. The Partner understands that the Primary will not provide any trainings to the Partner

that does not come from the Training Hours purchased. 8. The Parties acknowledge that all product purchases are non-refundable once the 7-day

right of rescission has passed. 9. The Parties acknowledge that Tecademics communicates with the “Primary” and has no

obligation to communicate with the Partner. 10. The Parties acknowledge that they have read the Training Event Terms and Conditions

and that the Training Event Tuition Terms and Conditions are incorporated herein by reference.

11. The Parties acknowledge and agree that the Company has the right to use their voice, name and likeness at the sole discretion of the company without notice or compensa-tion to the Parties.

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ZERO TOLERANCE POLICY

NO CROSS MARKETING

During the term of this Agreement You will not solicit any of the Company’s Customers, Custom-

ers, Affiliates, employees, or Independent Contractors to purchase any product(s), member-

ship(s) and / or service(s) of any kind or nature regardless of the type of product, service or

membership, while you are in attendance at a Training Event or on the premises of any event

sponsored by the Company.

Any person that violates this Policy can be immediately removed from the Venue and the event

without reimbursement of any costs or fees that may have been incurred in attending the event

or traveling to the event.

This Policy also applies to any person at the venue that may have come as a guest, partner or

family member. If a Customer, guest, partner or family member of a person in attendance vio-

lates this section, the Customer bringing the guest and the family member or partner will also be

subject to immediate removal from the Venue.

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TECADEMICS

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is entered into by Tecademics LLC and its assigns (the “Company” or “Tecademics”) and you (“You” or “Your”). In this Agreement, the Company and You collectively will be referred to as the “Parties.”

By confirming this Agreement, You understand that You are applying to the Company for the opportunity to become an Independent Contractor for the company. The Company reserves the right to accept or reject any Application for any reason.

If You are accepted by the Company, the Company will issue You a Tecademics Iden-tification Number. This Identification Number must be included in any documentation of all transactions with the Company.

As part of the application approval process, you also state and affirm that You are not subject to any non-compete, non-solicitation, or other agreements that will conflict in any way with these contractual terms and conditions if Your application is ap-proved. You understand and agree that Customer lists are considered Confidential Information and are often considered Intellectual Property of the Company. You agree not to use such lists or information learned from past employers and or con-tractors to solicit Customers.

1. Duty to Perform. As an Independent Contractor, You will market and sell the

Company’s products as those products become available. You will determine the

time, location, and manner in which You work. You will conduct all sales and mar-

keting in accordance with the terms of this Agreement and the marketing, advertis-

ing, and sales guidelines as set out in the current version of the Tecademics Affiliate

or Ambassador Policies and Procedures Guides (“PPGs”), which are incorporated by

reference herein and as may be amended from time to time, with or without notice.

You agree to be responsible for knowing, understanding and complying with all fed-

eral, state, and local laws and regulations, including all federal, state, and local in-

come, sales and other taxes and fees, affecting Your performance of this Agree-

ment. You agree that You will not send unsolicited faxes, unsolicited e-mails (SPAM),

or make unsolicited recorded telephone calls using an auto-dialer or other similar

device and that You will comply with the federal and all state “Do Not Call” lists in

any marketing efforts. You will present Company products truthfully, accurately,

professionally, completely and provide all required disclaimers and disclosures re-

garding Company products and services in any presentation you make. Any capital-

ized term not otherwise defined in this Agreement has the meaning as defined in

the PPGs.

2. Duty to Train. In order to become eligible (certified) to earn full commissions sell-

ing Company Products as an Independent Contractor, the Company may require you

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to pass knowledge assessments of the Company sales promotions, products, and

policies and complete the sales certification as outlined in the PPGs and the Com-

pensation Program as currently written and subject to change with or without no-

tice. Only after You obtain certification of Compliance will You be able to use the ti-

tle of Affiliate and the Company will pay Your commissions in accordance with the

Company’s Commission Program. Only after Your complete Affiliate Application is

accepted will You be able to use the title Affiliate and receive full commissions in ac-

cordance with the Company’s published commission schedule, as it may be

amended by the Company from time to time. You agree to remain active by attend-

ing Company events in support of Your obligation to train and assist other Affiliates

generally to support those assigned to You. You understand that the Company can

suspend and/or terminate your status as an Affiliate for failing to remain active dur-

ing your contract term.

3. Use of Your Name, Voice, and Likeness. You agree that the Company has, and will exercise, an unrestricted right to record Your image, voice, and likeness and use Your name, image, voice, and likeness in the Company’s products and sales and marketing materials in perpetuity without any additional permission from You and without pay-ment of any fees to You. This right survives the termination of this Agreement.

4. Independent Contractor Status. You understand and agree that You are an inde-pendent contractor with respect to the work to be performed and services to be pro-vided pursuant to this Agreement and not an employee of the Company. You acknowledge and agree that the individual who recommended You to be an Ambas-sador or Affiliate, cannot bind the Company, without the express prior written ap-proval of the Company. You understand and agree that the Company will not provide benefits, including workers’ compensation, unemployment, health insurance bene-fits, paid vacation, or any other employee benefits to You. The Parties acknowledge and agree that this Agreement does not create a franchise, joint venture, or partner-ship or give You any equity or ownership interest in the Company. Your business part-ners, employees and agents, if any, who perform services for You under this Agree-ment are also bound by the provisions of this Agreement.

You understand and agree that before any business partner, employee and or agent of yours can market any Company product to any person, they must agree to the terms of being an Independent Contractor and it must be approved.

You understand and agree to obtain all appropriate insurance coverage for Your ben-efit (and as necessary for Your business partners, employees and agents, if any). You waive any rights to recovery from the Company for any injuries that You (and Your business partners, employees and or agents) may sustain while performing services under this Agreement, including, but not limited to, recovery for injuries that are a result of Your negligence or Your business partners, Your employees and or Your agents negligence. You agree to indemnify, defend and hold harmless the Company from all claims, losses, expenses, fees (including attorneys’ fees), costs, and judg-

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ments that may be asserted against the Company that result from the acts or omis-sions, of You, Your business partners (if any), Your employees (if any) and Your agents (if any).

You further understand and agree that to the extent permitted by law, that the Com-pany is not liable for and You release the Company from and waive all claims for any loss of profits, direct or indirect, special or consequential damages or any other loss incurred and or suffered by You as a result of any breach of this Agreement by You, the operation of your business, any incorrect, misleading and or incomplete data or information or misleading information provided by You to anyone and Your failure to provide any information and or data necessary and as may be requested by the Com-pany to operate its business, including but not limited to Your application to become an Independent Contractor for the Company, and or the payment of commissions, bonuses or other items of compensation.

5. Approval of Sales; Re-Assignment of Receiving Affiliates; Refund Fees and Charges and Payment Plan. You acknowledge, understand and agree that (i) all sales of products or services pursuant to this Agreement must be accepted and approved only by the Company; (ii) the Company has the absolute right to refund the price paid by a Customer for any product or service sold without notice to You or Your approval and may require You to refund a commission paid in connection with such sale; and (iii) You have no right to approve any sale of any product or service sold by the Com-pany, to authorize a refund to a Customer, or to advise any Customer that You have the authority to approve any sale or grant a refund for any product or service sold by the Company. You understand and agree that the Company also has the right to ne-gotiate and pass through to You any miscellaneous fees or charges assessed by out-side vendors without prior notice. You will be invoiced for any commission adjust-ments, refunds, fees and or charges owed to the Company, as provided in the Policies and Procedures Guide. Such commission refunds, fees and charges are due on de-mand or may, at Company’s option, be deducted from any amounts owed to You pur-suant to this Agreement. You understand and agree that you will not receive commis-sions unless all past due monies or debts are paid to the Company. You agree that any commissions you earn will be applied to repayment of amounts owed on any Com-pany products you personally purchased on credit.

6. Term. This Agreement commences on the date accepted by the Company and con-tinues on a month-to-month basis unless terminated by the Company at its sole dis-cretion.

7. Confidential Information. You agree that the Company (at considerable expense and effort) has built a large Customer base. You also understand that the Company treats the names of its Customers and potential Customers as confidential infor-mation. You recognize that the Company will disclose to You Confidential Information which is secret and of a character that would not occur to a person but for this Agree-ment, and that all Confidential Information is the sole and exclusive property of the Company. You agree that You will not at any time or in any manner, either directly or indirectly, use any Confidential Information for Your own benefit, or divulge, disclose, or communicate in any manner any Confidential Information to any third party. Upon

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termination of this Agreement, You must immediately deliver to the Company all doc-uments or recorded materials that contain or refer to any Confidential Information, (as well as Company equipment and or records) that are in Your custody or control. The provisions of this Section will remain in full force and effect after the termination of this Agreement. “Confidential Information” includes client lists, lists of potential clients or leads, as well as client and potential client information, all information con-tained in Your Business Center which was provided to you by the Company, any con-tact lists, business plans, marketing plans, operational information, information re-garding sales and product costs, marketing materials and materials that are devel-oped or modified during the term of this Agreement either by You or by You working with the Company. You and the Company agree and acknowledge that but for this agreement of confidentiality and non-disclosure, the Company would not make this information available to You, nor would we allow you to amass this information as the result of our efforts and expense. The Company reserves the right to seek dam-ages to the fullest extent of the law if You misuse our confidential data.

8. Non-Competition. You understand and agree that Customer acquisition and maintenance costs are high. So that we may be able to protect our Customer base from misappropriation of our business assets and avoid the expense and conse-quences of unfair competition, You agree that during the term of this Agreement and for a period of six (6) months following the termination or expiration of this Agree-ment, You will not: (i) directly or indirectly engage in any Competitive Business; (ii) market or sell any similar product or similar service (other than Company products and services) to any Tecademics Customers; or, (iii) sell internet marketing training or internet marketing clubs or memberships. You also agree that the length of time in this Section will be tolled for any period during which You are in breach of the cove-nants or any other period during which Company seeks to enforce this Agreement. “Actively Marketed” for purposes of this Agreement is defined as any activity in which You have solicited sales of any product or service offered by the Company dur-ing the term of this Agreement. A “Competitive Business” is defined as anyone who offers internet marketing training programs or Entrepreneurial Studies, Training and Education, and technology-associated training similar to those offered by the Com-pany. “Directly or indirectly engaging in any Competitive Business” means (i) engag-ing in a Competitive Business as owner, partner, or agent that conducts its business in Your assigned territory or any geographical area(s) in which You have Actively Mar-keted for the Company; (ii) becoming an officer, director, employee or independent contractor to any third party that is engaged in a Competitive Business in Your as-signed territory or any geographical area(s) in which You have Actively Marketed for the Company; or (iii) soliciting any Customer of the Company for the benefit of a third party that is engaged in a Competitive Business.

Nothing in this Agreement prohibits You from marketing or selling any other products or services that are not offered by the Company, provided, however, that You do so individually and without the assistance of any person under contract to the Company; and that, in connection with any such sale or marketing endeavor, that you do not solicit current Customers of the Company. You also understand and agree that Tec-ademics strongly prohibits the sale of non-Tecademics products to other Tecademics

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Customers at events sponsored or presented by the Company. Ignorance of this po-sition by Tecademics Customers and abuse of Customer’s names for the purpose of cross marketing can be grounds for immediate termination of our relationship with You.

We and You have agreed to guidelines to limit Your right to compete only to the ex-

tent necessary to protect the Company from unfair competition and misappropriation

of business assets. Therefore, we agree that if the scope of enforceability of this Sec-

tion is disputed at any time by You, a court or arbitrator, as the case may be, may

modify the duration of this Section to the extent that it deems necessary to make

such provision enforceable under applicable law. In addition, the Company reserves

the right to reduce the duration of this Section without Your consent, at any time or

times, effective immediately upon notice to You. You acknowledge that the re-

strictions imposed by this Agreement are fully understood and agreed to by You.

9. Non-Solicitation. During the term of this Agreement and for a period of six (6)

months following the termination or expiration of this Agreement, You agree that You

will not solicit, employ, seek to employ or contract any person you Actively Marketed

to; any Company employee; or any of the Company’s Independent Contractors, who

are part of the sales organization you were associated with within the Company, or

with whom You have had an ongoing business relationship or with whom You entered

into any business transaction during the one year preceding the termination or expi-

ration of this Agreement, sever their relationship with the Company or to offer, mar-

ket or sell any products or services similar to the products or services offered by the

Company or to join or participate in any club or organization which offers or sells

similar products and services.

10. Indemnification. During the term of this Agreement, and after the termination, expiration or transfer of this Agreement, You hereby waive all claims against the Com-pany (and any Independent Contractors, affiliates, officers, directors, agents and em-ployees) for damages to property, death, or injuries to persons arising directly or in-directly out of the management or operation of Your business, and agree to indemnify and the Company and its affiliates, officers, directors, agents and employees, and hold them harmless against all claims, demands, losses, damages (including punitive damages), costs, suits, judgments, penalties, expenses (including reasonable attor-neys’ fees and amounts paid in settlement or compromise) and liabilities of any kind, whether or not ultimately determined to be meritorious (and including damages suf-fered by us or any of our property) (collectively, “Damages”) for which they are held liable, or which they incur (including attorney’s fees and costs, travel, investigation and living expenses of attorneys, employees and witness fees) in any litigation or pro-ceeding as a result of or arising out of: (a) a breach of this Agreement, or any other agreement between us; (b) any injury to, or loss of property of, any person in connec-tion with the operation of Your business; (c) Your taxes, liabilities, costs or expenses of Your business; (d) any negligent or willful act or omission of You, Your employees, agents, servants, contractors or others for whom You are, in law, responsible; (e) any

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advertising or promotional material distributed, broadcast or in any way dissemi-nated by You, or on Your behalf unless such material has been produced, or approved in writing, by the Company; or (f) an activity in which You engaged that is not subject to this Agreement.

11. Entire Agreement. This Agreement is the entire agreement between the Parties. You acknowledge that no representations, understandings or promises (oral or writ-ten) were made by anyone to induce You to enter into this Agreement. This Agree-ment can be modified or amended only by written amendment signed by both Par-ties.

12. Enforceability/Severability/Survival. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and en-forceable, then such provision will be deemed to be written, construed, and enforced as limited to the least degree necessary to make it enforceable. Notwithstanding the foregoing, in the event of expiration or termination of this Agreement, You will re-main liable for Your indemnification obligations and other obligations which by their very nature are intended to survive the expiration or termination of this Agreement.

13. Disputes; Governing Law. Except as provided below in this Section, any contro-versy, claim, action, or lawsuit relating to or arising out of this Agreement, Company Rules, Policies or Procedures, or any other disagreement between the Parties must be submitted to the Company in writing. No phone complaints will be accepted. Any complaint that cannot be resolved by the Company will be resolved by binding arbi-tration conducted by the American Arbitration Association in accordance with its then-current Rules for Commercial Arbitration. Arbitration will be held in Maricopa County, Arizona. Arizona law governs this Agreement and the relationship between the parties. The obligation to arbitrate disputes does not apply to any disputes where a Party is or may be entitled to injunctive relief to enforce any of the provisions of this Agreement, including specifically, the provisions governing use of Confidential Infor-mation, competition by You with the Company during the term of or following termi-nation of this Agreement and the provisions governing solicitation by You of other persons with whom the Company has or, during the applicable time periods, had a business relationship. A Party opposing the imposition of the injunctive relief cove-nants agrees that he, she, or it will not contest the right of Party seeking injunctive relief to such relief on the basis that the Parties had agreed to arbitrate their disputes as provided. Any cause of action, claim, suit or demand for injunctive relief allegedly arising from or related to the terms of this Agreement or the relationship of the par-ties must be brought in the Federal District Court for the District of Arizona or in the state courts of Maricopa County, Arizona. Both parties irrevocably admit themselves to, and consent to, the exclusive jurisdiction of said courts. The provisions of this Sec-tion will survive the termination of this Agreement.

14. Termination and Remedies. The Company has the right to suspend and or termi-nate, with or without cause, this entire Agreement or Your right to participate in any one or more Company marketing or sales programs without terminating the entire

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Agreement at any time by sending written notice to You. Any suspension and or ter-mination is effective on the date of the notice of termination. You understand and agree that the Company may assess administrative fees as a result of Your failure to comply with any Company, State or Federal rule, law or regulation, including the terms and conditions of this Agreement, the Compensation Program, the PPGs, or any other corporate document containing guidelines for Affiliates; and, that the Company has the right to require You to forfeit or reverse any commissions due to You for vio-lations of any of these rules.

15. Assignment. During the term of this Agreement, You agree that Your rights and obligations under this Agreement may not be assigned or transferred to any other person, corporation, or entity without the prior written consent of the Company and that Company has the right to assign this Agreement to any third party (“Assignee”) without prior notice to You. Any assignment by Company to an Assignee will transfer all rights, duties and obligations under this Agreement and between You and the Company to the Assignee.

16. Authorization. If the individual signing this Agreement is signing on behalf of a corporation or other entity, the individual represents that the corporation or entity is properly organized and in good standing in the jurisdiction in which it is organized, and that the individual signing is authorized to sign this Agreement on behalf of the corporation or entity. To the extent that You are entering into this Agreement as a corporation or entity, the individual signing this Agreement represents and agrees that all of the individual owners or members of the business entity entering into this Agreement are also bound by this Agreement and are individually responsible for and hereby guaranty the obligations of the corporation or entity that is entering into this Agreement.

17. Company’s Reasonable Business Judgment. Whenever Company reserves or is deemed to have reserved discretion in a particular area or where Company agrees or is deemed to be required to exercise Company’s rights reasonably or in good faith, the Company will satisfy its obligations whenever the Company exercises its Reason-able Business Judgment in making its decision or exercising its rights. A decision or action by Company will be deemed to be the result of Reasonable Business Judgment, even if other reasonable or even arguably preferable alternatives are available, if its decision or action is intended, in whole or significant part, to promote or benefit Tec-ademics, even if the decision or action also promotes a financial or other individual interest of Company. Examples of items that will promote or benefit Tecademics in-clude enhancing the value of the trademarks, improving Customer service and satis-faction, improving product quality, improving uniformity, enhancing or encouraging modernization, and improving the competitive position of Tecademics.

18. Business Partner Addendum. If you enter into a business relationship with an-other person for the purpose of operating Your business activities as authorized by this Agreement, one person must be designated as a “Primary” and the others will be designated as “Partner(s)” regardless of the actual legal form of business organi-zation or business relationship. Whether the legal form of business organization You participate in with your Primary or Partner(s) is a partnership, limited partnership,

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limited liability company, corporation, other form of business organization or em-ployee, for purposes of this Agreement, it shall be referred to as a “Partnership”. Not-withstanding the foregoing, You acknowledge and agree that Company has had no involvement with any agreement that You may have entered into with your “Primary” or “Partners” regarding the organization or operation of business relationship(s).

By signing this Agreement you certify that You are not currently a “Partner” or “Pri-mary” in any other Independent Training / Sales Associate account. You understand and agree that if You fail to renew Your contract with the Company and or resign, You must wait for a minimum period of six months before re-applying to become an Affil-iate. Affiliates who re-apply following separation will be considered new Affiliates and must complete the regular training and certification process as a new Affiliate.

19. Clear and Full Acknowledgement. By clicking, You certify that You have read this entire Agreement, that You have no questions about its meaning, You understand all of the Agreement’s terms and affirm that You are not relying on any oral agreements or other inducements to voluntarily execute this agreement.

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