TERMS AND CONDITIONS: The Application & Agreement, Policies & Procedures and Compensation Plan are specifically incorporated herein by reference. They, along with these Terms and Conditions, form the Agreement ("Agreement") between Advantage Partners, Inc. ("Advantage Partners" or "Company") and the Independent Contractor ("Partner"). They shall be effective only upon acceptance by the Company. PARTNER AGREES: 1) Partner is of legal age in the state or country in which he/she resides. 2) Any Partner who sponsors another Partner or collects a Bonus on another Partner must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored. Partner must have ongoing contact, communication and management with his or her sales organization. Examples may include, but not limited to, email, newsletters, correspondence, meetings, telephone contact, accompanying individuals to Company training and sharing genealogy information with those sponsored. Partners should be able to provide evidence to the Company quarterly of ongoing fulfillment of sponsor responsibilities. 3) Partner understands that he/she is not compensated for sponsoring other Partners but earns compensation solely on sale of products to the ultimate consumer. 4) Applicant is, upon acceptance, an Independent Contractor, called Partner, conducting business for his/her own account and not an agent, employee, or franchisee for the Company. As such, Partner in the USA must provide her/his Social Security or Federal Tax ID Number for tax reporting purposes on any monies earned within the country. Partners in all other countries must report their tax ID number for tax reporting purposes within their country. All Partners should consult their attorney or tax Partner for information on monies earned and where received. The Partner further understands that he/she will not be treated as an employee in regard to any laws covering employees. An Independent Contractor shall be responsible for obtaining any licenses required by law whatever State, County or/ Country in which they reside. 5) Partner agrees to accept sole responsibility for all self-employment, and all legal country/federal and state income taxes and any other taxes on income earned as a Partner. The Company will file forms on each Partner at the close of the calendar year for the amount of commissions and bonuses earned in their country of residence under this agreement. 6) Partner agrees that the Company will not be liable whatsoever for city, county, state, and country/federal taxes or other fees pertaining to efforts and earnings of the Partner. 7) Partner SHALL NOT promote or sell other companies products at Company functions or on web sites where Advantage Partners, Inc. is mentioned or use the Company forms or printed materials or its name and prestige, or drawing power in conjunction with or in support of any other activities. 8) Partner shall not sponsor or attempt to sponsor another Advantage Partners, Inc. Partner into another Direct Sales and/or Network Marketing Company except for his/her personally sponsored Partners. In addition, no Partner shall participate in any action that causes a Partner to be sponsored through someone else into another company. 9) Partner will make no claims as to income potential either written or oral except those prepared by the company for illus¬tration purposes only. 10) Partner will not make any claims of any kind pertaining to benefits of the company's products and services except those given in official company promotional media. When presenting the Company program to others, Partner shall present the program in its entirety, without omission, distortion or misrepresentation. 11) Partner shall not represent or imply, directly or indirect¬ly, that the Company program has been approved or endorsed by any governmental agency. Federal and State regulatory agencies do not approve or endorse any marketing company, product or programs 12) Partner will indemnify and hold the Company harmless from any and all claims, expenses, costs, causes of action and damages result¬ing from or growing out of Partners statements or actions in violation of this agreement. 13) Partner may voluntarily terminate this agreement at any time. As long as Partner continues to help promote the Company and abides by this Agreement, a Partner who elects not to renew or to cancel this agreement or voluntarily terminates while in good standing retains all rights to bonuses according to the Compensation Plan. Partner may continue to make wholesale purchases until contract must be renewed. Contract must be renewed each year for Partner to continue receiving bonus due according to Compensation Plan. Should a Partner be terminated for cause, Partners' sales organization shall be transferred to his/her first active upline Partner. 14) I understand that at least 70% of all personal purchases must be resold to customers that are not Partners of Advantage Partners, Inc. and that I will not purchase products solely for qualification for a higher position, bonus or commissions. 15) All product(s) in resalable condition purchased within 90 days prior to termination may be returned (shipping prepaid). Company will repurchase such products at 90% of original price, less any bonus or commissions paid. All current sales aids and Advantage Partners, Inc. Starter Kits in resalable condition purchased within 90 days prior to terminating may be returned (shipping prepaid). Company will repurchase such materials at 90% of original price. 16) The terminated Partner will be eligible to reapply and may choose a new sponsor after (6) months. A terminated Partner that reenters the program may not sponsor any of her/his original downline organization. 17) Partner understands that Company does not permit changing of sponsors. Network Marketing is a business of creating relationships. Once a Partner is sponsored, the Company believes in maximum protection of that relationship. 18) Partner hereby has supplied Advantage Partners, Inc. with his/her signature for Advantage Partners, Inc. files and understands that this signature is the signature of record for all debit card and any future credit card transactions. 19) Partner understands that he/she is paid bi-monthly. An administrative fee may be deducted from commissions. When commission is not issued a fee is not charged. 20) Partner without a sales tax ID number authorizes Company to remit to proper agencies the sales/use tax generated as a result of Partner's product sales. 21) Partner understands Company will provide Partner a replicated Web Page for a recurring monthly service charge. 22) As an Independent Contractor, Partner is aware of the quality of products offered by the Company and other costs and contractual obligations that occur when he/she purchases products from Company. Partner understands that he/she maintains a greater responsibility when ordering on a credit card account as an informed Partner than when ordering as a customer. Partner therefore waives the right of cancellation or refund on any order placed on his/her credit card account(s) except through Company. Any order returns, refunds or exchanges shall be done through Company and not through any credit card company. 23) In the event that any check (monies) by any method is returned unpaid, I authorize Advantage Partners, Inc. to debit my account for the face amount plus up to a $25.00 processing fee. If said amount remains unpaid, I understand that I could lose my current status and that until my account is brought current I could forfeit certain rights and privileges, including commissions. 24) Partner understands that USA residents in the States of Maine, North Dakota, Michigan, Indiana, Iowa and West Virginia are limited to a total of $495.00 in sales aides and wholesale product purchases from the Company during the first six months. Purchases shall be automatically modified to comply with the exemption requirements set forth in any country/states laws regulating business opportunities. ADVANTAGE PARTNERS, INC. AGREES: 1) Company will pay Partner commissions and bonuses on orders received and accepted for sale of products to the ultimate consumer (not sales aids) made by Partner and his/her sales organization under the terms of Compensation Plan 2) Company will retain full authority to accept or reject any Application or any order for products. Such refusal is solely within the discretion of Company. No right of action against Company will arise because of any such acceptance or refusal. 3) Company reserves the rights to amend, revise, institute, alter, or modify changes including but not limited to prices, literature, policies, this Agreement and the Compensation Plan. Any such revisions become effective by email, letter(s), or by publi¬cation in official company literature, posted to Partner at her/his last known address. Partner agrees to be bound by these changes. Changes will become part of agreement 30 days after notification. 4) Company shall not be responsible for acts beyond its control, including, but not limited to: fire, flood, earthquake, storms, power outages, labor difficulty, equipment failure, supplier problems, or other difficulties that might prevent performance according to this agreement. 5) Company assumes no liability for personal injury arising from the use or mishandling of any of the Company product(s). 6) Company does not require Partner to sponsor. 7) Company reserves the right to terminate this agreement immedi¬ately upon receipt of sufficient information that Partner has violated any term or condition of this agreement or has otherwise acted illegally or unethically. Company will honor refund policies provided by any governmental law applicable to Partner.

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