Policies & Procedures · IWowWe worthy. We are committed to providing a IWowWe experience that is a...

Policies & Procedures

Section 1 - Introduction 1.1 - Corporate Mission Statement IWowWe Tribe Tenets

We are committed to creating, digital tools, toys, and support services that help people connect, converse and communicate in authentic and meaningful ways.

We are committed to fostering relationships that are friendly, fair, fun, candid and IWowWe worthy.

We are committed to providing a IWowWe experience that is a screaming value for our customers and a viable opportunity for our distribution partners.

1.2 - Affiliate Code of Conduct All Independent Marketing Affiliates of IWowWe agree to abide by the following Affiliate Code of Conduct.

1. I will be honest and fair in my dealings as a IWowWe Affiliate.

2. I will perform my business in a manner that will enhance my reputation and the positive reputation established by IWowWe.

3. I will be courteous and respectful of every person I contact in the course of my Independent Affiliate activities.

4. I will not engage in activities that would bring disrepute to IWowWe or me, nor will I criticize IWowWe, its Employees, or other Affiliates.

5. I will continue to actively support the growth of IWowWe by providing ongoing assistance and encouragement to my Customers, as well as other Affiliates, to ensure that their experience with IWowWe is positive.

6. I will not do or say anything that reasonably may be expected to have the effect of disparaging IWowWe or diminishing or impairing their goodwill and reputation for the services they provide, including but not limited to making statement that may


Updated 2/11/2013 and effective February 28th, 2013

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negatively influence their referral sources and others who are involved in or affected by their services.

7. I will not misrepresent IWowWe products, services, or the Compensation Plan.

8. I will not sponsor or attempt to sponsor any IWowWe Affiliate directly or indirectly into any other network marketing program or engage in deceptive or illegal practices.

9. I will remember that even my personal experiences and the benefits received from IWowWe products, services or programs, may be interpreted as unauthorized “extension of labeling claims”.

10. I understand and agree that I am solely responsible for all financial and/or legal obligations I incur in the course of my business as an Affiliate and will discharge all debts and duties as required of an Affiliate.

11. I will compete aggressively but fairly, and I will respect the participants of other network marketing opportunities. I will not solicit from the distributor lists or customer lists of other network marketing companies, nor focus sales or recruiting efforts solely on the customers or distributors of any other single company. I will not use sales materials that are regarded as proprietary by other companies.

Section 2 - Overview 2.1 - Policies and Compensation Plan Incorporated into Affiliate Agreement These Policies and Procedures, in their present form and as amended at the sole discretion of “WowWe, Inc” (“IWowWe” or the “Company”), are incorporated into, and form an integral part of, the IWowWe Affiliate Agreement (the “Affiliate Agreement”). Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Affiliate Application and Agreement, these Policies and Procedures, the IWowWe Marketing and Compensation Plan, and the IWowWe Business Entity Registration Form (if applicable). These documents are incorporated by reference into the Affiliate Agreement – Policies & Procedures (all in their current form and as amended by IWowWe). It is the responsibility of each Affiliate to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new Affiliate, it is the responsibility of the sponsoring Affiliate to provide the most current version of these Policies and Procedures and the IWowWe Marketing and Compensation Plan to the applicant prior to his or her execution of the Affiliate Agreement.

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2.2 - Purpose of Policies IWowWe is a direct sales company that markets digital communication/presentation products and services through Independent Affiliates. It is important to understand that your success and the success of your fellow Affiliate are dependent upon the integrity of the men and women who market our products and services. To clearly define the relationship that exists between Affiliate and WowWe, Inc. (“IWowWe”) and to explicitly set a standard for acceptable business conduct, IWowWe has established the Agreement.

IWowWe Affiliates are required to comply with all of the Terms and Conditions set forth in the Agreement, as well as all federal, state, provincial, territorial, and local laws governing their IWowWe business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this Statement of Policies and Procedures carefully. It explains and governs the relationship between you, as an independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from your Sponsor or from IWowWe.

2.3 - Changes to the Agreement Because federal, state, provincial, territorial and local laws, as well as the business environment, periodically change, IWowWe reserves the right to amend the Agreement and its prices for products and services in its sole and absolute discretion.

By signing the Affiliate Agreement, an Affiliate agrees to abide by all amendments or modifications that IWowWe elects to make. Amendments shall be effective upon notice to all Affiliates that the Agreement has been modified.

Notification of amendments shall be published in official IWowWe Materials. The Company shall provide or make available to all Affiliates a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official website; (2) electronic mail (e-mail); (3) fax-on-demand; (4) voice mail system broadcast; (5) inclusion in Company periodicals; (6) inclusion in product orders or bonus checks; or (7) special mailings. The continuation of a Affiliate’s IWowWe business or a Affiliate’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

2.4 - Delays IWowWe shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, Internet interruption, curtailment of a party’s source of supply, strikes, labor difficulties, riot, war, flood, hurricane, fire, death, or government decrees or orders.

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2.5 - Policies and Provisions Severable If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, 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 and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.

2.6 - Waiver The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of IWowWe 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 variance with the terms of the Agreement, shall constitute a waiver of IWowWe’s right to demand exact compliance with the Agreement. Waiver by IWowWe can be affected only in writing by an authorized officer of the Company. IWowWe’s waiver of any particular breach by an Affiliate shall not affect or impair IWowWe’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Affiliate; nor shall any delay or omission by IWowWe to exercise any right arising from a breach affect or impair IWowWe’ rights as to that or any subsequent breach.

The existence of any claim or cause of action of a Affiliate against IWowWe shall not constitute a defense to IWowWe’s enforcement of any term or provision of the Agreement.

Section 3 - Becoming A Affiliate 3.1 - Requirements to Become a Affiliate To become a IWowWe Affiliate, each applicant must:

1. Be of legal age according to the local laws in his or her Nation, State, Province, or Territory, of residence;

2. Must have valid identification, for tax purposes, according to the local laws in his or her Nation, State, Province, or Territory, of residence. (As an example: U.S. citizens must provide a Social Security or Federal Tax ID number);

3. Purchase an IWowWe Affiliate Business System (Optional in North Dakota); and 4. Submit a properly completed (originals only – no copies) and signed Affiliate

Agreement to IWowWe OR enroll as an Independent Affiliate via your Enroller’s IWowWe Internet website.

5. You are not considered an iWowWe Affiliate until: a. iWowWe has received and accepted this Agreement b. You have at least one customer in your Marketing Organization, and c. You have received your first commission

The Company reserves the right to reject any Affiliate Agreement for a new Affiliate Business Center.

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3.1.1 - Affiliate Business System (ABS): $25.00 In order to familiarize new Affiliates with IWowWe products, services, sales techniques, sales aids, and other matters, the Company requires that Affiliates purchase a Affiliate Business System (“ABS”) (optional in North Dakota). Except for the purchase of the at-cost ABS, no person is required to purchase IWowWe products, services or sales aids, or to pay any charge or fee to become an Affiliate. The ABS is an online tool that includes a Personalized Website and Back Office System as well as an online Training Program with essential Sales and Marketing tools to help Affiliates build their IWowWe businessNo sales commissions whatsoever are paid out on the ABS.

3.2 - New Affiliate Enrollment IWowWe provides a convenient online enrollment method for new Affiliates through the IWowWe website of his or her Enroller.

3.2.1 - Business Entity Enrollment Buisness entities including limited liability companies, partnerships, sole-proprietorships, and/or sole traders, may become an Affiliate of IWowWe, and may be operated under a trading name. If a new Affiliate business will be owned or operated in the above manner, a Business Entity Registration Packet (Business Entity Form and articles of organization/incorporation must be submitted within 30 (thirty) days of the date of the application. If any shareholder, partner, or officer of a Affiliate is itself an entity, then the information required for the Affiliate shall also be required for such shareholder, partner, or officer.

3.3 - Affiliate Benefits Once a Affiliate Agreement has been accepted by IWowWe, the benefits of the Marketing and Compensation Plan and the Affiliate Agreement are available to the new Affiliate. These benefits include the right to:

1. Purchase IWowWe products and services at the Affiliate price;

2. Market and promote the sale of IWowWe products and services, and profit from these sales;

3. Participate in the IWowWe Marketing and Compensation Plan (receive bonuses and commissions, if eligible);

4. Enroll other individuals or entities as Affiliates into the IWowWe business and thereby, build a Marketing Organization and progress through the IWowWe Marketing and Compensation Plan;

5. Receive periodic IWowWe literature and other IWowWe communications;

6. Participate in IWowWe-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and

7. Participate in promotional and incentive contests and programs sponsored by IWowWe for its Affiliates.

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3.4 - Renewal of Your IWowWe Business The term of the Affiliate Agreement is one (1) year from the date of its acceptance and is automatically renewed by IWowWe from year to year as long as the Affiliate has not violated the Company’s Terms & Conditions and/or Policies & Procedures and is current with all applicable fees and payments due.

Section 4 - Operating a IWowWe Business 4.1 - Adherence to the IWowWe Marketing and Compensation Plan 4.1.1 - General Affiliates must adhere to the terms of the IWowWe Marketing and Compensation Plan as set forth in official IWowWe literature. Affiliates shall not offer the IWowWe opportunity through, or in combination with, any other system, programme, or method of marketing other than that specifically set forth in official IWowWe literature. Affiliates shall not require or encourage other current or prospective customers or Affiliates to participate in IWowWe in any manner that varies from the program as set forth in official IWowWe literature.

Affiliates shall not require or encourage other current or prospective customers or Affiliates to execute any agreement or contract other than official IWowWe agreements and contracts in order to become a IWowWe Affiliate. Similarly, Affiliates shall not require or encourage other current or prospective customers or Affiliates to make any purchase from, or payment to, any individual or other entity to participate in the IWowWe Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official IWowWe literature.

4.2 - Advertising & Marketing 4.2.1 - General All Affiliates shall safeguard and promote the good reputation of IWowWe and its products. The marketing and promotion of IWowWe, the IWowWe opportunity, the Marketing and Compensation Plan, and IWowWe products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

IWowWe prohibits any Affiliate from enticing a prospect to join a particular sales team by showing copies of commission checks or copies of any commission statement. A Affiliate may not fax, email, mail or display any form of a copy of a commission check/statements to a prospective recruit. This is considered unlawful enticement and highly illegal in the eyes of the Company and government regulators.

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IWowWe has a strict policy against making false and exaggerated income claims or misrepresenting its products/services in any way shape or form. IWowWe’s Company approved advertising package prohibits any Sales Affiliate from using the name IWowWe in advertising except where specifically authorized.

To promote both the products and services, and the tremendous opportunity IWowWe offers, Affiliates must use the sales aids and support materials produced by IWowWe. The rationale behind this requirement is simple. IWowWe has carefully designed its products, product labels, Marketing and Compensation Plan, and promotional materials to ensure that each aspect of IWowWe is fair, truthful, substantiated, and complies with the vast and complex legal requirements. If IWowWe Affiliates were allowed to develop their own sales aids and promotional materials (which include Internet advertising), notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate any number of statutes or regulations affecting a IWowWe business is almost certain. These violations, although they may be relatively few in numbers, would jeopardize the IWowWe opportunity for all Affiliates. Accordingly, Affiliates must not produce their own literature, advertisements, sales aids and promotional materials, business cards, or Internet web pages unless approved in writing by the Company prior to use. This also includes, but is not limited to merchandise and accessories such as hats, tee-shirts, etc.

An Affiliate can submit all written sales aids, promotional materials, advertisements, and other literature (including proposed Internet advertising) to the Company for approval; unless the Affiliate receives specific written approval to use the material, the request shall be deemed denied. IWowWe may monitor and document Affiliate promotional activity whether on the Internet, in print, or through other means on an ongoing basis.

4.2.2 - Electronic Marketing Affiliates may not advertise or promote their Affiliate business or IWowWe business, products or marketing plan or use the IWowWe name in any electronic media or transmission, including on the Internet via website or otherwise, without the prior written approval of IWowWe, which may be withheld in its sole discretion. If written approval is given, Affiliates must comply with the guidelines set forth by IWowWe, including but not limited to the following; (a) a Affiliate shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor Affiliates; (b) Affiliates operating approved online websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used; (c) Affiliates sharing personal information collected online shall provide individual consumers with an opportunity to prohibit the dissemination of such information, and (d) if any consumer requests that his or her personal information not be shared, Affiliates shall immediately stop communicating upon such request; (e) Affiliates must abide by all laws and regulations regarding electronic communications; (f) Affiliates may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; (g) Affiliates may not distribute content that is unlawful,

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harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or material which could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and (h) Affiliate may not, directly or indirectly, send bulk unsolicited emails to persons with whom he or she have had no prior or existing personal or business relationship.

Affiliates may not use or attempt to register any of IWowWe’ trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name. Nor may Affiliates incorporate or attempt to incorporate any of the Company’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, into any electronic mail address without prior approval. Unless the Affiliate receives specific written approval, the request shall be deemed denied.

4.2.3 - Trademarks and Copyrights All trade names, trademarks and service marks used by IWowWe are owned solely by IWowWe. IWowWe will not allow the use of its trade names, trademarks, designs, or symbols by any person, including a IWowWe Affiliate, without its prior, written permission. Affiliates may not produce for sale or distribution any recorded Company events and speeches without written permission from IWowWe, nor may Affiliates reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.

The name of IWowWe and WowWe along with other names as may be adopted by IWowWe is proprietary trade names, trademarks and service marks of IWowWe. As such, these marks are of great value to IWowWe and are supplied to Affiliates for their use only in an expressly authorized manner. Use of IWowWe name on any item not produced by the Company is prohibited except as follows:

Affiliates Name -- Independent IWowWe Affiliate.

All Affiliates may list themselves as an “Independent IWowWe Affiliates” in the white or yellow pages of the telephone directory under their own name. No Affiliates may place telephone directory display ads using IWowWe name or logo. Affiliates may not answer the telephone by saying “IWowWe”, “IWowWe Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of WowWe, Inc.

4.2.4 - Media and Media Inquiries Affiliates must not attempt to respond to media inquiries regarding IWowWe, its products or services, or their independent IWowWe business.

All inquiries by any type of media must be immediately referred to IWowWe’s Communication Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

Affiliates are strictly prohibited from representing IWowWe in any public media arena, and

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from using media forms including, but not limited to, news releases, articles, editorials, unpaid advertising, infomercials/advertorials, and television, cable or radio program appearances to promote or publicize IWowWe or its products, except as approved in writing by IWowWe. Such requests must be submitted in writing to IWowWe’s Communication Department at least 30 (thirty) days in advance of the media activity.

This policy is necessary to ensure an accurate, legal, and consistent public image for IWowWe and its Affiliates.

4.2.5 - Spamming and Unsolicited Faxes Except as provided in this section, Affiliates may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or “spamming” relative to the operation of their IWowWe businesses. The terms "unsolicited faxes" and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting IWowWe, its products, its compensation plan or any other aspect of the Company which is transmitted to any person, except that these terms do not include a fax or e-mail: (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 business or personal relationship.

The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between a Affiliate and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Affiliate; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

In addition, it is prohibited for anyone to send, directly or indirectly, any lead generation, marketing or advertising e-mail to any person or entity that references IWowWe or its websites, products or services without the recipient’s prior consent.

Only after a prospective customer or affiliate has requested specific information or has consented to receiving more information about IWowWe will anyone be allowed to reference IWowWe or its websites, products or services in an e-mail, and then only to the extent of satisfying the prospective customer’s or affiliate’s specific request.

Current and future complaints reported to IWowWe will be handled as follows:

1. Any SPAM complaint reported to IWowWe by Go Daddy (or other Internet Hosting service) must be investigated and resolved, and the results reported to Go Daddy (or the Internet Hosting service in question), within 5 days.

2. If a Affiliate cannot prove/show evidence that the SPAM complaint/e-mail is not valid, his or her IWowWe Affiliate Agreement will be terminated.

Note: if a complaint is generated, the Affiliate in question will have the burden of proof to show that the complaint is not valid (not IWowWe).

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Affiliates should keep an active log of all messages sent and received (optin / opout). They may need this information trail if a complaint is received, to avoid termination.

4.3 - Bonus Buying Prohibited Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes: (a) the enrollment of individuals or entities as Affiliates or customers without the knowledge of and/or execution of an Affiliate Agreement or customer agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a Affiliate or customer; (c) the enrollment or attempted enrollment of nonexistent individuals or entities as Affiliate or customers (“phantoms”); (d) the use of a credit card by or on behalf of a Affiliate or customer when the Affiliate or customer is not the account holder of such credit card; (e) Purchasing IWowWe merchandise or services on behalf of another Affiliate or customer, or under another Affiliate or customer’s I.D. number, to qualify for commissions or bonuses

4.4 - Changes to a IWowWe Business 4.4.1 - General Each Affiliate must immediately notify IWowWe of all changes to the information contained on his or her Affiliate Application and Agreement.

Affiliates may modify their existing Affiliate Agreement (i.e., change Social Security number to Federal I.D. number, or change the form of ownership from an individual proprietorship to a business entity owned by the Affiliate) by submitting a written request, a properly executed Affiliate Application and Agreement, and appropriate supporting documentation.

4.4.2 - Addition of Co-Applicants When adding a co-applicant (either an individual or a business entity) to an existing IWowWe business, the Company requires both a written request as well as a properly completed Affiliate Application and Agreement containing the applicant and co-applicant’s Social Security Numbers and signatures. To prevent the circumvention of Section “4.21 - Sale, Transfer or Assignment of IWowWe Business”, the original applicant must remain as a party to the original Affiliate Application and Agreement. If the original Affiliate wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her business in accordance with the P&P. If this process is not followed, the business shall be canceled upon the withdrawal of the original Affiliate. All bonus and commission checks will be sent to the address of record of the original Affiliate. Please note that the modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section “4.4.3 - Change of Sponsor”, below.

There is a fifty dollar ($50.00) non-refundable administration fee for each change requested, which must be included with the written request and the completed Affiliate Agreement.

IWowWe may, at its discretion, require notarized documents before implementing any

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changes to a IWowWe business. Please allow thirty (30) days after the receipt of the request by IWowWe for processing.

4.4.3 - Change of Sponsor To protect the integrity of all marketing organizations and safeguard the hard work of all Affiliates, IWowWe strongly discourages changes in sponsorship.

Maintaining the integrity of sponsorship is critical for the success of every Affiliate and Marketing Organization. Accordingly, the transfer of a IWowWe business 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.

Transfers will only be considered in the following two (2) circumstances:

1. In cases involving fraudulent inducement or unethical sponsoring, a Affiliate may request that he or she be transferred to another organization with his or her entire Marketing Organization intact. All requests for transfer alleging fraudulent enrollment practices shall be evaluated on a case by case basis.

2. The Affiliate seeking to transfer submits a properly completed and fully executed Sponsorship Transfer Form which includes the written approval of his or her immediate Affiliates including all parties whose income will be affected by the transfer. Photocopied or facsimile signatures are not acceptable. All Affiliates signatures must be notarized. The Affiliate who requests the transfer must submit a fee of $25.00 for administrative charges and data processing. If the transferring Affiliate also wants to move any of the Affiliate in his or her Marketing Organization, each downline Affiliate must also obtain a properly completed Sponsorship Transfer Form and return it to IWowWe with the $25.00 change fee (i.e., the transferring Affiliate and each Affiliate in his or her Marketing Organization multiplied by $25.00 is the cost to move a IWowWe business.). Downline Affiliates will not be moved with the transferring Affiliates unless all of the requirements of this paragraph are met. Transferring Affiliates must allow thirty (30) days after the receipt of the Sponsorship Transfer Forms by IWowWe for processing and verifying change requests.

4.4.4 - Genealogy Placement Change IWowWe reserves the right to change the placement of any Affiliate put into the system based on either Enroller input error or computer system input error, for 72 hours (three (3) business days) after initial input. If requested within 72 (seventy-two) hours, the error will be corrected and there will be no charge for the change.

IWowWe reserves the right to make these changes for up to one (1) week after input. However, after 72 hours (3 business days) the request to change may not be granted. If granted, there will be a $25 charge to the Enroller which must be paid prior to the change being made.

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4.4.5 - Cancellation and Re-application A Affiliate may legitimately change organizations by voluntarily canceling his or her IWowWe business and remaining inactive (i.e., no sales of IWowWe products or services, no sponsoring, no attendance at any IWowWe functions, participation in any other form of Affiliate activity, or operation of any other IWowWe business) for six (6) full calendar months. Following the six (6) month period of inactivity, the former Affiliate may reapply under a new sponsor. IWowWe will consider waiving the six month waiting period under exceptional circumstances. Such requests for waiver must be submitted to IWowWe in writing.

4.5 - Unauthorized Claims and Actions 4.5.1 - Indemnification A Affiliate is fully responsible for all of his or her verbal and written statements made regarding IWowWe products, services, and the Marketing and Compensation Plan which are not expressly contained in official IWowWe materials. Affiliate agree to indemnify IWowWe and IWowWe’s directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by IWowWe as a result of the Affiliate’s unauthorized representations or actions or other breach of the Agreement, (b) actions as a Affiliate, and (c) violations or the failure to comply with an applicable international, federal, state or local law or regulation. This provision shall survive the termination of the Affiliate Agreement.

4.5.2 - Income Claims In their enthusiasm to enroll prospective Affiliates, some Affiliates are occasionally tempted to make income claims or earnings representations. This is counterproductive because new Affiliate may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. At IWowWe, we firmly believe that the IWowWe income potential is great enough to be highly attractive, without reporting the earnings of others.

Moreover, the Federal Trade Commission and many Regions globally have laws or regulations that regulate or even prohibit certain types of income claims. While Affiliates may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact IWowWe as well as the Affiliates making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation.

Because IWowWe Affiliates do not have the data necessary to comply with the legal requirements for making income claims, a Affiliate, when presenting or discussing the IWowWe opportunity or Marketing and Compensation Plan to a prospective Affiliate, may not make income projections, income claims, or disclose his or her IWowWe income (including the showing of checks, copies of checks, bank statements, or tax records).

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Hypothetical income examples that are used to explain the operation of the Marketing and Compensation Plan, and which are based solely on mathematical projections, may be made to prospective Affiliates, so long as the Affiliates who uses such hypothetical examples makes clear to the prospective Affiliate(s) that such earnings are hypothetical.

4.5.3 - Tax Incentive or Write-Off Claims Although owning and operating a home-based business can provide the opportunity for Affiliates to take legitimate deductions for their business on their income tax return, there are numerous laws regarding the allowable deductions. IWowWe Affiliates must not make any tax write-off or potential tax savings claims related to IWowWe, but may encourage a prospect or IWowWe Affiliate to seek the advice of a professional tax advisor regarding any allowable deductions.

4.5.4 - Misrepresentation of the IWowWe Opportunity IWowWe Affiliates are independent contractors and not employees, partners, legal Affiliates, or franchisees of IWowWe. Any marketing and recruiting efforts surrounding the Independent Affiliate Opportunity offered by IWowWe (including, but not limited to flyers, letters, emails, and ad postings) must not in any way assert or imply that the position is a “job,” that the Affiliate is an “employee,” or that the Affiliate will receive “salary” or “wages”. The position of Independent Affiliate shall not be construed as creating a relationship of employee-employer, agency, partnership or joint venture between any participant, sponsor, and IWowWe.

4.6 - Commercial Outlets and Sales 4.6.1 – Commercial Outlets Affiliates may display or sell IWowWe products, services, or literature in a retail or service establishment, providing the location and Affiliate have been approved. Affiliates must contact the Affiliate Services Department in writing for approval. IWowWe reserves the right to refuse authorization to any location it does not deem a suitable for the promotion of its products, services, or the IWowWe opportunity.

4.6.2 – Trade Shows, Expositions and Other Sales Forums Affiliates may display and/or sell IWowWe products and services at trade shows and professional expositions. Before submitting a deposit to the event promoter, Affiliates must contact the Affiliate Services Department in writing for conditional approval, as IWowWe’ policy is to authorize only one (1) IWowWe business 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 Affiliate 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 Affiliate Services Department. IWowWe further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services, or the IWowWe opportunity.

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Any promotional material intended for distribution at such events must be submitted for review and approved in writing to the Compliance Department prior to the event. No text may be changed following approval without the material being resubmitted for review.

IWowWe may engage the services of ‘anonymous shoppers” to attend such events to monitor compliance to the IWowWe Policies and Procedures.

4.7 - Conflicts of Interest 4.7.1 - Non-solicitation IWowWe Affiliates are free to participate in multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”). However, during the term of this Agreement and a period of one year following termination, Affiliates may not recruit other IWowWe Affiliates for any other network marketing business, other than those they personally recruited into IWowWe. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another IWowWe Affiliate to enroll or participate in another multilevel marketing, network marketing, or direct sales opportunity. This conduct constitutes recruiting even if the Affiliate’s actions are in response to an inquiry made by another Affiliate.

Affiliates must not sell, or attempt to sell, any competing non-IWowWe products or services to IWowWe’s customers or Affiliates. Any product or services in the same generic category as a IWowWe product or service is deemed to be competing.

Affiliates may not display IWowWe products or services with any other products or services in a fashion that might in any way confuse or mislead a prospective customer or Affiliate into believing there is a relationship between the IWowWe and non-IWowWe products or services. Affiliates may not offer the IWowWe opportunity, products or services to prospective or existing customers or Affiliates in conjunction with any non-IWowWe program, opportunity, product or service. Affiliates may not offer any non-IWowWe opportunity, products or services at any IWowWe-related meeting, seminar or convention, or immediately following such event.

4.7.2 - Downline Activity (Genealogy) Reports Downline Activity Reports are available for Affiliate access and viewing at IWowWe’s official website. Affiliate access to his or her Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to IWowWe. Downline Activity Reports are provided to Affiliates in strictest confidence and are made available to Affiliates for the sole purpose of assisting Affiliates in working with their respective Downline Organizations in the development of their IWowWe business.

Affiliates should use their Downline Activity Reports to assist, motivate, and train their downline Affiliates. The Affiliate and IWowWe agree that, but for this agreement of

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confidentiality and nondisclosure, IWowWe would not provide Downline Activity Reports to the Affiliate. A Affiliate shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

1. Directly or indirectly disclose any information contained in any Downline Activity Report to any individual, partnership, association, corporation, or other entity;

2. Directly or indirectly disclose, to any individual, partnership, association, corporation, or other entity, the password or other access code to his or her Downline Activity Report;

3. Use the information contained in any Downline Activity Report to compete with IWowWe or for any purpose other than promoting or supporting his or her IWowWe business; or

4. Recruit or solicit any Affiliate or customer listed on any Downline Activity Report or in any manner attempt to influence or induce any Affiliate or customer, to alter his or her business relationship with IWowWe.

Upon demand by the Company, any current or former Affiliate will return the original and all copies of Downline Activity Reports to the Company.

4.8 - Other Services and Products. IWowWe Affiliates are not restricted from selling the services and Products of other companies. However, direct or indirect promotion of those product and services to IWowWe Affiliates is limited to those personally sponsored by the Affiliate.

4.9 - Cross-Sponsoring Actual or attempted cross sponsoring is strictly prohibited. “Cross sponsoring” is defined as the enrollment of an individual who or entity that already has a current Customer or Affiliate Agreement on file with IWowWe, or who has had such an agreement within the preceding six (6) calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy is prohibited. Affiliates shall not demean, discredit or defame other IWowWe Affiliates in an attempt to entice another Affiliate to become part of the first Affiliate’s Marketing Organization. This policy shall not prohibit the transfer of a IWowWe business in accordance with Section “4.21 - Sale, Transfer or Assignment of IWowWe Business”.

If Cross Sponsoring is discovered, it must be brought to the attention of the Compliance Department immediately. IWowWe may take disciplinary action against the Affiliate that changed organizations and/or those Affiliates who encouraged or participated in the Cross Sponsoring. IWowWe may also move all or part of the offending Affiliate’s Downline to his or her original Downline organization if the Company deems it equitable and feasible to do so. However, IWowWe is under no obligation to move the Cross Sponsored Affiliate’s Downline organization, and the ultimate disposition of the organization remains within the

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sole discretion of IWowWe. Affiliates waive all claims and causes of action against IWowWe arising from or relating to the disposition of the Cross Sponsored Affiliate’s Downline organization.

4.10 - Errors or Questions If a Affiliate has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Affiliate must notify IWowWe in writing within 60 (sixty) days of the date of the purported error or incident in question. IWowWe will not be responsible for any errors, omissions or problems not reported to the Company within 60 (sixty) days.

4.11 - Governmental Approval or Endorsement National, federal, province, or state, government regulatory agencies do not approve or endorse any direct selling companies or programs. Therefore, Affiliates shall not represent or imply that IWowWe or its Marketing and Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.

4.12 - Holding Applications or Orders Affiliates must not manipulate enrollments of new Affiliates or customers. All Affiliate Agreements, and customer agreements must be sent to IWowWe or entered into the computer within seventy–two (72) hours from the time they are signed by a Affiliate or placed by a customer, respectively.

4.13 - Identification All Affiliates are required to provide their Social Security Number, Social Insurance Number, or a Federal Employer Identification Number, or the correct Government identifier to IWowWe on the Affiliates Application and Agreement. Upon enrollment, the Company will provide a unique Affiliate Identification Number to the Affiliate by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.

4.14 - Income Taxes Each Affiliate is responsible for paying local, state/provincial, and federal/National taxes on any income generated as an Independent Affiliate regardless of Nation of Residency. If a IWowWe business is tax exempt, the Federal tax identification number, must be provided to IWowWe. Every year, IWowWe will provide an IRS Form 1099 MISC (Nonemployee Compensation) earnings statement to U.S. citizens.

4.15 - Independent Contractor Status Affiliates are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between IWowWe and its Affiliates does not create an

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employer/employee relationship, partnership, or joint venture between the Company and the Affiliate. A Affiliate shall not be treated as an employee for his or her services or for Federal or State tax purposes.

All Affiliates are responsible for paying local, state, and federal taxes due from all compensation earned as a Affiliate of the Company. The Affiliate has no authority (expressed or implied), to bind the Company to any obligation. Each Affiliate shall establish 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.

4.16 - Insurance You may wish to arrange insurance coverage for your business. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present home owner’s policy.

4.17 - Adherence to Laws and Ordinances 4.17.1 - Local Ordinances Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Affiliates because of the nature of their business. However, Affiliates must obey those laws that do apply to them.

4.17.2 - Compliance with International, Federal, State, Local Laws Affiliates shall comply with all international, federal, state, and local laws and regulations in the conduct of their businesses.

4.18 - Minors A person who is recognized as a minor in his/her state or country of residence may not be a IWowWe Affiliate. Affiliates shall not enroll or recruit minors into the IWowWe program.

4.19 - One IWowWe Business per Individual Person/Affiliate Affiliates may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) IWowWe Business Center. Affiliates may open multiple Consumer accounts.

4.19.1 - Actions of Household Members or Affiliated Individuals If any member of a 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 violation by the Affiliate and IWowWe may take disciplinary action pursuant to the Statement of Policies against the Affiliate. Similarly, if any individual associated in

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any way with a corporation, partnership, trust, LLC, or other entity (collectively “affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and IWowWe may take disciplinary action against the entity.

4.20 - Requests for Records Any request from a Affiliate for copies of invoices, applications, Downline Activity Reports, or other records will require a $10 (ten dollar) administrative fee. This fee covers the expense of mailing and time required to research files and make copies of the records.

4.21 - Sale, Transfer or Assignment of IWowWe Business Although a IWowWe business is a privately owned, independently operated business, the sale, transfer or assignment of a IWowWe business is subject to certain limitations. If a Affiliate wishes to sell his or her IWowWe business, the following criteria must be met:

1. Protection of the existing line of sponsorship must always be maintained so that the IWowWe business continues to be operated in that line of sponsorship.

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

3. The selling Affiliate 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 IWowWe business.

Prior to selling a IWowWe business, the selling Affiliate must notify IWowWe of his or her intent to sell the IWowWe business. Upon complete execution of the purchase and sale agreement, the parties must submit a IWowWe Sale & Transfer Form to IWowWe for review. IWowWe reserves the right to request additional documentation that may be necessary to analyze the transaction between the buyer and seller. IWowWe will, in its sole and absolute discretion, approve or deny the sale, transfer or assignment within thirty (30) days after its receipt of all necessary documents from the parties. If the parties fail to obtain IWowWe’s approval for the transaction, no transfer shall occur.

The purchaser of the existing IWowWe business will assume the obligations and position of the selling Affiliate. A Affiliate who sells his or her IWowWe business shall not be eligible to re-apply as a IWowWe Affiliate for a period of at least six (6) full calendar months after the date of the sale. Purchaser agrees to become a IWowWe Affiliate and to be bound by all terms and conditions as well as this Agreement. All sales volume and any sales Affiliates shall transfer with said position.

No changes in line of sponsorship can result from the sale or transfer of a IWowWe business.

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4.22 - Separation of a IWowWe Business IWowWe Affiliates sometimes operate their IWowWe businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership, limited liability company, or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship.

During the pendency of a divorce or entity dissolution, the parties must adopt one of the following methods of operation:

1. One of the parties may, with consent of the other(s), operate the IWowWe business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, members, partners or trustees authorize IWowWe to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

2. The parties may continue to operate the IWowWe business jointly on a “business-as-usual” basis, whereupon all compensation paid by IWowWe will be paid in the joint names of the Affiliates or in the name of the entity to be divided as the parties may independently agree between themselves.

3. If the parties cannot mutually agree on how the business shall be allocated during the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution. In the event of divorce, IWowWe will assign the business per the direction of the court.

Under no circumstances will the Downline organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will IWowWe split commission and bonus checks between divorcing spouses or members of dissolving entities. IWowWe will recognize only one (1) Downline organization and will issue only one (1) commission check per IWowWe business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business, the Affiliate Agreement shall be involuntarily canceled.

If a former spouse or a former entity affiliate has completely relinquished all rights in his or her original IWowWe business, they are thereafter free to enroll under any Sponsor of their choosing, so long as they meet the waiting period requirements set forth in Section “4.4.5 - Cancellation and Re-application”. In such case, however, the former spouse or entity shall have no rights to any Affiliates in his or her former organization or to any former customer. They must develop the new business in the same manner as would any other new Affiliate.

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4.23 - Sponsoring and Enrolling All Active Affiliates in good standing have the right to sponsor and enroll others into IWowWe. Each prospective Affiliate has the ultimate right to choose his or her own Enroller. If two (2) Affiliates claim to be the Enroller of the same new Affiliate, the Company shall regard the first application received by the Company as controlling.

4.24 - Stacking “Stacking” is strictly prohibited. The term “stacking” includes: (a) the failure to transmit to IWowWe or the holding of a Affiliate Application and Agreement in excess of three (3) business days after its execution; (b) the placement or manipulation of Agreements for the purpose of maximizing compensation pursuant to IWowWe’s Marketing and Compensation Plan; or (c) providing financial assistance to new Affiliates for the purpose of maximizing compensation pursuant to IWowWe’s Marketing and Compensation Plan; (d) violating the one (1) business per tax ID rule.

4.25 - Succession Upon the death or incapacitation of a Affiliate, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Affiliate should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a IWowWe business 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 Marketing Organization provided the following qualifications are met. The successor(s) must:

1. Execute a Affiliate Agreement;

2. Comply with terms and provisions of the Agreement; and

3. Continue to meet all of the qualifications to be paid at various Ranks within the compensation plan.

Bonus and commission checks of a IWowWe business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide IWowWe with an “address of record” to which all bonus and commission checks will be sent. If the business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer Identification number. IWowWe will issue all bonus and commission checks and one 1099 to the business entity.

4.26 - Transfers 4.26.1 - Transfer Upon Death of a Affiliate To effect a testamentary transfer of a IWowWe business, the successor must provide the following to IWowWe: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor’s right to the IWowWe business; and (3) a completed and executed Affiliate Agreement.

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4.26.2 - Transfer Upon Incapacitation of an Affiliate To affect a transfer of a IWowWe business because of incapacity, the successor must provide the following to IWowWe: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the IWowWe business; and (3) a completed Affiliate Agreement executed by the trustee.

4.27 - Telemarketing 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.

While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations 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.

In addition, Affiliates shall not use automatic telephone dialing systems relative to the operation of their IWowWe businesses. The term “automatic telephone dialing system” means equipment and/or software which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.

4.28 - Prohibiting Against Excessive Charges. IWowWe prohibits any Sales Affiliate from charging any other Sales Affiliate more than $20 per day for any training regarding IWowWe. For example, if a Sales Affiliate in IWowWe is holding a two day training class then the most that can be charged for that particular training would be $40 per person.

Note: Training classes and Affiliate team meetings may be monitored by IWowWe on an ongoing basis through the use of outside anonymous resources.

4.29 – Confidentiality During the term of the Agreement, the Company may supply to Affiliates confidential and proprietary information which may not be distributed or abused, including, but not limited to genealogical and Downline Activity Reports, customer lists, customer information developed by the Company or developed for and on behalf of the Company by Affiliates, (including but not limited to, credit data, customer and Affiliate profiles and product purchase information). Affiliate lists, vendor and supplier business information (whether in written or electronic form) which the Company may designate as confidential. Confidential information may not be used, shared, disseminated directly or indirectly by the Affiliate without prior written approval to do so from IWowWe Compliance Department.

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Section 5 - Responsibilities of Affiliates 5.1 - Change of Address or Telephone To ensure timely delivery of products, support materials, and commission checks, it is critically important that the IWowWe’ files are current. Affiliates planning to move should update their personal information via the Virtual Office function of the Affiliate’s IWowWe website.

5.2 - Non-disparagement IWowWe wants to provide its independent Affiliates with the best products, compensation plan, and service in the industry. Accordingly, it values a Affiliate’s constructive criticisms and comments. While IWowWe welcomes constructive input, negative comments and remarks made in the field by Affiliates about the Company, its products, or compensation plan serve no purpose other than to sour the enthusiasm of other IWowWe Affiliates. For this reason, and to set the proper example for their Downline, Affiliates must not disparage, demean, or make negative remarks about IWowWe, other IWowWe Affiliates, IWowWe’s products, the Marketing and Compensation plan, or IWowWe’ directors, officers, or employees.

Affiliates shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Affiliates shall not publish, post, unload, distribute, or communicate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, materials or information. Affiliate shall not advertise or offer to sell any goods or services for any commercial purpose or conduct or forward surveys, contests, pyramid schemes or chain letters.

5.3 - Providing Documentation to Applicants Affiliates must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are enrolling to become Affiliates before the applicant signs a Affiliate Agreement or by the enrollee acknowledging his or her understanding and agreement to the terms and conditions of the Policies & Procedures and the Compensation Plan through the Affiliate website.

5.4 - Reporting Policy Violations Affiliates observing a Policy violation by another Affiliate should submit a written report of the violation directly to the attention of the IWowWe Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.

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5.5 - Business Conduct Each Affiliate will perform all of his/her business activities in a professional and ethical manner, which will enhance the Affiliate’s reputation and the positive reputation of IWowWe. Affiliates will be courteous and respectful of every person contacted including employees and executives of the corporate offices of IWowWe, and will conduct their business in a way as to respect the products, services and professionalism of IWowWe and its other Affiliates. Any Affiliate found in violation of any provision could face disciplinary action.

5.6 - Employee Gifts IWowWe employees may accept small tokens of appreciation in the form of a gift from an Independent Affiliate or a group of Affiliates. Such gift shall not exceed a value of $50.00 (fifty dollars). All gifts regardless of size and scope must be disclosed to IWowWe Compliance Department prior to presentation or acceptance.

Section 6 - Sales Requirements 6.1 - Product Sales The IWowWe Marketing and Compensation Plan is based upon the sale of IWowWe products and services to End Consumers. Affiliates must fulfill personal and Downline Organization retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. The following sales requirements must be satisfied for Affiliates to be eligible for commissions:

1. Affiliates must satisfy the Qualified Sales requirements as specified in the IWowWe Marketing and Compensation Plan in order to receive bonuses or commissions.

2. Affiliates must develop or maintain service of at least one (1) Retail Customer every month.

6.2 - No Territory Restrictions There are no exclusive territories granted to any Affiliate.

Section 7 - Bonuses and Commissions 7.1 - Bonus and Commission Qualifications A Affiliate must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a Affiliate complies with the terms of the Agreement, IWowWe shall pay commissions and bonuses to such Affiliate in accordance with the Marketing and Compensation plan.

7.1.2– All bonuses and commissions will be distributed as Sales Volume (SV) points.

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These Sales Volume (SV) points are generated by the sale of products and monthly subscription fees. The points awarded and the ratio of conversion is not always equal to their respective dollar amounts and is subject to change without notice.

7.1.3 – SV Points are earned once the points are “converted to cash” and the funds are sent to the third party payment center (reference Payment Gateway terms). A minimum of 250 SV Points is required in order to “convert to cash” and it is the Affiliates responsibility to request withdrawal; upon request a $2 deduction is made in order to transfer funds to the third party system. IWowWe provides a payment dashboard that display’s SV points earned based on bonus and cycled sales volume accumulating daily. All points have a holding period once they are allocated to the Ledger Balance, after the holding period those points are transferred to the Available Balance where the Affiliate can “Convert to Cash”7.2 - Adjustment to Bonuses and Commissions

7.2.1 - Adjustments for Returned Products or Cancelled Services Affiliates receive bonuses and commissions based on the actual sales of products and services to consumers. When a product is returned to IWowWe or a IWowWe service is cancelled, and the customer or Affiliate returning the product or canceling the service is entitled to a refund under these Policies and Procedures or by law, the bonuses and commissions attributable to the returned product or cancelled service will be deducted in the month in which the refund is given, and continuing every pay period thereafter until all commissions and bonuses are recovered from the Affiliates who received bonuses and commissions on the sales of the refunded product or cancelled service. IWowWe further reserves the right to issue product purchase refunds at any time, at its sole discretion.

7.3 - Unclaimed Sales Volume (SV) points, Flushing and Dormant accounts Affiliates must Convert points to Cash and bonuses within six (6) months from their date of issuance or as mandated by local law. An account that remains un-withdrawn after six months will be considered Dormant. There shall be a 100 SV points charge to all dormant accounts.

After 30 days of inactivity an Affiliate with SV points in their Ledger or Available balance will be deleted (Flushed) and those points will no longer be considered due.

7.4 - Online Activity Reports All business information and activity reports are provided by IWowWe online in the Virtual Office, including but not limited to personal and Group Sales Volume; all reports are believed to be accurate and reliable.

Nevertheless, due to various factors including the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; returned products; credit card and electronic check

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charge-backs; the information is not guaranteed by IWowWe or any persons creating or transmitting the information.

All personal and group 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 particular use, or non-infringement.

To the fullest extent permissible under applicable law, IWowWe and/or other persons creating or transmitting the information will in no event be liable to any Affiliate or anyone else for any direct, indirect, consequential, incidental, special or punitive damages that arise out of the use of or access to personal and group sales volume information (including but not limited to lost profits, bonuses, or commissions, loss of opportunity, and damages that may result from inaccuracy, incompleteness, inconvenience, delay, or loss of the use of the information), even if IWowWe or other persons creating or transmitting the information shall have been advised of the possibility of such damages. To the fullest extent permitted by law, IWowWe or other persons creating or transmitting the information 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 IWowWe’s online reporting services and your reliance upon such information 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 IWowWe’s online reporting services and your reliance upon the information.

Section 8 - Product Guarantees, Returns, Refunds, Cancellations, and Inventory Repurchase 8.1 - Cancellations and Returns If an Affiliate is unsatisfied with any IWowWe product or service purchased for personal use, the Affiliate may cancel the service with within three (3) business days, for a full refund of the purchase price. When a product is returned to IWowWe or a IWowWe service is cancelled, the customer or Affiliate returning the product or canceling the service may be entitled to a refund under these Policies and Procedures or by law. IWowWe reserves the right to issue any refunds at any time, at its sole discretion.

8.1.1 - Montana Residents A Montana resident may Cancel his or her Affiliate Agreement within 15 (fifteen) days from the date of enrollment, and may return his or her Affiliate Business System for a full refund within such time period.

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8.2 - Return of Sales Aids by Affiliates. The Company will buy back from a resigning Affiliate unused and currently marketable sales aids purchased from the Company within 1 year from the date of receipt of merchandise first ordered at 90% of the Affiliate’s net cost, less appropriate setoffs and legal claims. If the purchases were made through a credit card, the refund will be credited back to the same account.

8.2.1 - Procedures for Sales Aid Returns The following procedures apply to all returns for refund, repurchase, or exchange:

1. All merchandise must be returned by the Affiliate who purchased it directly from IWowWe.

2. No return shipments will be accepted without prior authorization from the IWowWe Client Services team.

3. Proper shipping carton(s) and packing support materials are to be used in packaging any materials being returned. All returns must be shipped to IWowWe shipping pre-paid. IWowWe does not accept shipping-collect packages.

The risk of loss in shipping for returned material shall be on the Affiliate. If returned material is not received by the Company, it is the responsibility of the Affiliate to trace the shipment.

No refund or replacement of sales aid 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 Agreement, these Policies and Procedures, or any illegal, fraudulent, deceptive or unethical business conduct by a Affiliate may result, at IWowWe’s discretion, in one or more of the following corrective measures:

1. Issuance of a written warning or admonition;

2. Requiring the Affiliate to take immediate corrective measures;

3. Withholding commissions and bonuses, and/or imposing fines, in an amount determined by IWowWe at its sole discretion

4. Loss of rights to one or more bonus and commission checks

5. IWowWe may withhold from a Affiliate all or part of the Affiliate’s bonuses and commissions during the period that IWowWe is investigating any allegedly violative conduct.

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6. Involuntary termination of the offender’s Affiliate Agreement;

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

9.2 - Grievances and Complaints When a Affiliate has a grievance or complaint with another Affiliate regarding any practice or conduct in relationship to their respective IWowWe businesses, 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 Upline Sponsor. If the matter cannot be resolved, it must be reported in writing only and must bear the name and identification number of the party or parties submitting the formal complaint, to the IWowWe Compliance Department. No telephone calls will be accepted regarding such matters as documentation must be presented in writing both from the complaining party or parties and ultimately from the individual(s) cited for the possible policy violation. The Compliance Affiliate will review the facts and attempt to resolve it. If it is not resolved, it will be referred to the Dispute Resolution Board for final review and determination.

9.3 - Dispute Resolution Board The Dispute Resolution Board reviews evidence, deliberates, and responds to current outstanding issues on a collective basis. The purpose of the Dispute Resolution Board (“DRB”) is to: (1) review appeals of disciplinary sanctions; and (2) review matters between IWowWe Affiliates that have not been resolved following referral to the Customer Service Department.

A Affiliate may submit a written request for a telephonic or in-person hearing within 15 (fifteen) business days from the date of: (1) the written notice by IWowWe of a disciplinary sanction; or (2) the written decision of the Compliance Department regarding disputes between Affiliates. All communication with IWowWe and the Affiliate(s) seeking resolution of a dispute must be in writing. It is within the DRB’s discretion whether a claim is accepted for review. If the DRB agrees to review the matter, it shall schedule a hearing within 15 (fifteen) days of receipt of the Affiliate’s written request. All evidence (e.g., documents, exhibits, etc.) that a Affiliate desires to have considered by the DRB must be submitted to IWowWe no later than 7 (seven) business days before the date of the hearing.

The Affiliate shall bear all of the expenses related to his or her attendance and the attendance of any witnesses he or she desires to be present at the hearing. The decision of the DRB will be final and subject to no further review, except as provided in Section “9.4 - Arbitration”, below. During the pendency of the claim before the DRB, the Affiliate waives his or her right to pursue arbitration or any other remedy.

Following issuance of a disciplinary sanction, the disciplined Affiliate may appeal the

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sanction to the DRB. The Affiliate's appeal must be in writing and received by the Company within 15 (fifteen) days from the date of IWowWe’s notice of the disciplinary sanction. If the appeal is not received by IWowWe within the 7 (seven) day period, the sanction will be final. The Affiliate must submit all supporting documentation with his or her appeal correspondence. If the Affiliate files a timely appeal of a disciplinary sanction, the DRB will review and reconsider the sanction, consider any other appropriate action, and notify the Affiliate in writing of its decision.

9.4 - Arbitration Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Affiliates waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Harris County Texas, unless the laws of the state in which a Affiliate resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel which the American Arbitration Panel provides.

Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Nothing in these Policies and Procedures shall prevent IWowWe 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 IWowWe’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

Notwithstanding the foregoing, the arbitrator shall have no obligation or jurisdiction over disputes relating to the ownership, validity or registration or any mark of other intellectual property or proprietary or confidential information of the Company, without the Company’s written consent. The Company may seek any applicable remedy in any applicable forum with respect to these disputes. In addition to monetary damages, the Company may obtain injunctive relief against a Affiliate in violation of the Agreement, and for any violation of misuse of the Company’s trademark, copyright r confidential information policies.

Nothing in this rule shall prevent the Company from terminating the Affiliate Agreement. Nothing contained herein shall be deemed to give the arbitrator any authority, power, right

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to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, Compensation Plan or the Affiliate Agreement.

9.5 - Governing Law, Jurisdiction and Venue Jurisdiction and venue of any matter not subject to arbitration shall reside in Harris County, State of Texas unless the laws where a Affiliate resides expressly require the application of its laws. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Texas shall govern all other matters relating to or arising from the Agreement unless the laws where a Affiliate resides expressly require the application of its laws.

9.5.1 - Louisiana Residents Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue in Louisiana as provided by Louisiana law.

Section 10 - Ordering 10.1 - Purchasing IWowWe Products and Services All purchases of IWowWe products and services by either Affiliates or customers should be made directly from IWowWe via the website.

10.2 - General Order Policies Orders with invalid or incorrect payment, IWowWe will attempt to contact the ordering Affiliate or customer by phone, email, and/or mail to try to obtain another payment. If these attempts are unsuccessful after five (5) working days the order will be returned unprocessed. No C.O.D. orders will be accepted. IWowWe maintains no minimum order requirements. Orders for products and sales aids may be combined.

10.3 - Confirmation of Order A Affiliate and/or recipient of an order must confirm that the product received matches the product listed on the shipping invoice, and is free of damage. Failure to notify IWowWe of any shipping discrepancy or damage within three (3) days of shipment receipt will cancel a Affiliate’s right to request a correction.

10.4 – Sales Tax, VAT Tax and other taxes

IWowWe collects and remits applicable state tax and VAT tax which may be due on the suggested selling price of those products and/or materials which are subject to tax. The applicable rate of tax due is based on the address to which the product and/or materials is shipped. All Affiliates must pay tax to the Company on their personal purchases made for personal use and consumption. As a Affiliate you agree to abide by the rules and procedures as set forth in the sales tax collection agreements that the Company may enter into with the various states and local jurisdictions.

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Section 11 - Payment and Shipping 11.1 - Insufficient Funds It is the responsibility of each Affiliate to ensure that there are sufficient funds or credit available in his or her account to cover his or her purchases. IWowWe will not contact Affiliates in regard to orders or services canceled due to insufficient funds or credit. This may result in a Affiliate’s failure to be qualified for commissions during any given pay period.

11.2 - Returned Checks All checks returned by a Affiliate’s bank for insufficient funds will be resubmitted for payment. A $25.00 returned check fee will be charged to the account of the Affiliate. After receiving a returned check from a customer or a Affiliate, all future orders must be paid by Credit Card, money order or cashier’s check. Any outstanding balance owed to IWowWe by a Affiliate for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks.

11.3 - Restrictions on Third Party Use of Credit Cards and Checking Account Access Credit card purchases or purchases made by personal/business checks may only be made by the individual to whom they have been assigned by the banking institution.

Any Affiliate who uses another individual’s credit card or checking account to pay for purchases must submit a credit card/checking account authorization form to IWowWe with the order. IWowWe considers the unauthorized use of credit cards or checking accounts as fraudulent and will report such actions to the proper authorities for settlement. In addition the Affiliate involved may be subject to Suspension of Affiliate status pending resolution of the dispute.

A Affiliate shall not permit other Affiliates or customers to use his or her credit card, or permit debits to his or her checking accounts, to enroll or to make purchases from the Company.

11.4 - Credit Card Chargebacks Under no circumstances will any Affiliate charge back any credit card purchase. Any Affiliate who does so will immediately lose all credit card ordering privileges until the charges are replaced with certified funds. If an erroneous charge is applied to a Affiliate’s credit card, the Affiliate should immediately contact IWowWe to initiate an investigation and resolution.

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11.5 – Affiliate Cancelation/Termination Overview So long as a Affiliate remains active and complies with the terms of the Affiliate Agreement and these Policies and Procedures, IWowWe shall pay commissions to such Affiliate in accordance with the Marketing and Compensation Plan. A 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 a Affiliate’s non-renewal of his or her Affiliate Agreement, 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 interest to the Marketing Organization which he or she operated, or any commission or bonus from the sales generated by the organization. A Affiliate whose business is cancelled will permanently lose all rights as a Affiliate. This includes the right to sell IWowWe 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, including but not limited to property rights, to their former Downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Downline organization.

Following a Affiliate’s cancellation of his or her Affiliate Agreement, the former Affiliate shall not hold himself or herself out as a IWowWe Affiliate and shall not have the right to sell IWowWe products or services.

A Affiliate whose Affiliate Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation.

11.5.1 - Cancellation Due to Inactivity It is the Affiliate's responsibility to lead his or her Marketing Organization with the proper example in personal production of sales to End Consumers. Without this proper example and leadership, the Affiliate will lose his or her right to receive commissions from sales generated through his or her marketing organization.

11.6 - Involuntary Cancellation A Affiliate’s violation of any of the terms of the Agreement, including any amendments that may be made by IWowWe in its sole discretion, may result in any of the sanctions listed in Section “9.1 - Disciplinary Sanctions”, including the involuntary cancellation of his or her Affiliate Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, to the Affiliate’s last known address (or fax number), or to his/her attorney, or when the Affiliate receives actual notice of cancellation, whichever occurs first.

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11.7 - Voluntary Cancellation A participant in this network marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing via email, from the email address associated with their account, to the Company. The written notice must include the Affiliate’s signature, printed name, address, and Affiliate I.D. Number. If a Affiliate is a current retail customer as well, the Affiliate’s participation in such programs shall continue in force unless the Affiliate also specifically requests that his or her customer agreement(s) also be canceled.

11.8 - Non-renewal A Affiliate may also voluntarily cancel his or her Affiliate Agreement by failing to renew the Agreement on its anniversary date.

Section 12 – Company Photos and Videos

IWowWe incorporates photos and videos for training, promotional materials, and recognition, on a regular basis; thus, each Affiliate agrees to, irrevocably consent to, and forever authorizes the use by IWowWe or anyone authorized by IWowWe the absolute and unqualified right to use all photographs and videos in which the Affiliate has appeared for IWowWe and reproductions thereof, in which the Affiliate has been included in whole or part, made through any media without inspection or approval of the finished product or use to which it may be applied, in any manner IWowWe may desire, factually or fictionally, including the right to make adaptations of said material of every and any kind and character. For such purpose IWowWe may adopt, arrange, change, dramatize, make musical versions of, interpolate in, transpose, add to, and subtract from such photographs and reproductions to such extent as IWowWe, in its sole discretion, may desire, and in any language; and, further to obtain copyright in all countries on such use by IWowWe of such material in any form and discharges IWowWe, its assigns, agents, or licensees from any and all claims and demands that the Affiliate may have, which arise out of or in connection with the use of such photographs, videos, or reproductions, including but not limited to, any and all claims of libel, slander, and invasion of privacy.

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Section 13 - Definitions Active Customer — A customer who has an active and paid-up IWowWe subscription for the subject calendar month.

Active Affiliate — An Active Affiliate is an Affiliate who has either 1) generated the sale of at least one of IWowWe’s products to a Retail Customer during the current month; or 2) has produced a sale thru his or her sales team, providing they are qualified.

Active Rank — The term “Active Rank” refers to the current rank of a Affiliate, as determined by the IWowWe Marketing and Compensation Plan, for any pay period. To be considered “Active” relative to a particular rank, a Affiliate must meet the criteria set forth in the IWowWe Marketing and Compensation Plan for his or her respective rank. (See the definition of “Rank” below.)

Agreement - The contract between the Company and each Affiliate includes the Affiliate Agreement, the IWowWe Policies and Procedures, the IWowWe Marketing and Compensation Plan, and the Business Entity Registration Form (where appropriate), all in their current form and as amended by IWowWe in its sole discretion. These documents are collectively referred to as the “Agreement.”

Affiliate Business System “ABS”— A selection of IWowWe training materials and business support literature that each new Affiliate is required to purchase. The Affiliate Business System “ABS” is sold to Affiliates at the Company’s cost.

Available Balance – The Available balance is the amount of Sales Volume (SV) points available to convert to cash.

Business Center — “Business Center” is the section of the IWowWe Virtual Office that is available to Affiliates to conduct business.

Cancel or Cancellation — The termination of a Affiliate’s business. Cancellation may be either voluntary, involuntary, through non-renewal or inactivity.

Commissionable Products/Services — All IWowWe products and services on which commissions and bonuses are paid. Affiliate Business Systems and sales aids are not commissionable products.

Company — The term “Company” as it is used throughout the Agreement means IWowWe, Inc.

Convert to Cash – As Sales Volume (SV) points accumulate to a minimum of 250 SV in the Available Balance, they can be converted to cash. The conversion to cash is based on the ratio the company has set at that time and those funds will be transferred to a third party payment system.

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Downline — See “Marketing Organization” below.

Downline Activity Report — A report generated by IWowWe that provides critical data relating to the identities of Affiliates, sales information, and enrollment activity of each Affiliate’s Marketing Organization. This report contains confidential and trade secret information which is proprietary to IWowWe.

Downline Leg — Each one of the individuals enrolled immediately underneath you and their respective Marketing Organizations represents one “leg” in your marketing organization.

End Consumer — A person who purchases IWowWe products for personal use rather than for resale to someone else.

Enroller – A Affiliate who recruits and enrolls another Affiliate into the Company.

Flushed – when an Affiliate becomes unqualified, inactive or quits SV points will be deleted (Flushed)

Group Sales Volume — The commissionable value of IWowWe products generated by a Affiliate’s Marketing Organization. Group Sales Volume does not include the Personal Sales Volume of the subject Affiliate. (Affiliate Business Systems and sales aids have no Sales Volume.)

Immediate Household — Heads of household and dependent family members residing in the same house.

Ledger Balance – The Ledger Balance is made up of SV points earned from bonuses and cycled points from the sale of products. SV Points in the Ledger Balance have a holding period prior to becoming Available. Level — The layers of downline Affiliates in a particular Affiliate’s Marketing Organization. This term refers to the relationship of a Affiliate relative to a particular upline Affiliate, determined by the number of Affiliates between them who are related by sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A’s fourth level.

Lineage – The legs in your marketing structure that were initially started by you sponsoring a personal Affiliate, and then extended by them recruiting Reps personally and that process duplicating. You can think of your lineage as your sponsorship family tree. It comes from those whom you personally recruited and who they personally recruited, etc. Spillover will not add to your lineage.

Marketing Organization — The Affiliates sponsored below a particular Affiliate.

Official IWowWe Material — Literature, audio or video tapes, and other materials developed, printed, published and distributed by IWowWe to Affiliates.

Personal Production — Moving product to an end consumer.

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Personal Sales Volume (PSV) — The commissionable value of services and products sold during any given pay period: (1) by the Company to a Affiliate; and (2) by the Company to the Affiliate’s personally enrolled customers.

Rank — The “title” that a Affiliate has achieved pursuant to the IWowWe Marketing and Compensation Plan.

Recruit — For purposes of IWowWe’s Conflict of Interest Policy (Section “4.7 - Conflicts of Interest”), the term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another IWowWe Affiliate to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the Affiliate’s actions are in response to an inquiry made by another Affiliate.

Resalable — Products and sales aids shall be deemed "resalable" if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) the product and packaging are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) products are returned to IWowWe within one year from the date of purchase; 5) the product expiration date has not elapsed; and 6) the product contains current IWowWe labeling. 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 or entity who is not a IWowWe Affiliate and who purchases IWowWe products or services from or through a Affiliate.

Sponsor — The Affiliate to whom front-line lineage is credited when a new Affiliate is enrolled into the Company.

Upline — This term refers to the Affiliate or Affiliates above a particular Affiliate in a sponsorship line up to the Company. Conversely stated, it is the line of sponsors that links any particular Affiliate to the Company.

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