INTRODUCTION:

These Policies & Procedures are specifically incorporated by reference into the Member Agreement and have the same effect and force. The Application & Agreement, including the Terms and Conditions set forth on the front and the back thereof, along with these Policies & Procedures, from the Agreement between Terra Luna Club, LLC (hereinafter "the Company") and the Member (an independent contractor) shall be effective only upon acceptance by the Company and its Member Services Office. These Policies & Procedures have been adopted in order to define the duties, responsibilities, and rights of Members among themselves and with the Company. The purpose is to develop relationships which are conducive to good business practices while maintaining the right of each Member regarding the structure of the Compensation Plan and how it causes your actions to directly and indirectly affect the business of other Members as well as your own.

AGREEMENT:

Member AGREES:

1. Member is of legal age in the state in which he/she resides.
2. Member will represent the Company with his/her best efforts to create and maintain an independent marketing company to sell the Company’s products.
3. Member should have meaningful contact and supply meaningful support to her/his sales organization. This is not a requirement of the contract. It is an encouragement within the contract. The Company acknowledges that most Members are attempting to eventually create secure, walk-away, residual income which will no longer require direct personal involvement in business building activities.
4. Applicant is, upon acceptance, an Independent Contractor, called Member, conducting business for her/his own account and not an agent, employee, or franchisee for the Company. The Member further understands that she/he will not be treated as an employee in regard to any laws covering employees, including but not limited to the Federal Insurance Contributions Act (FICA), the Social Security Act, the Federal Unemployment Tax Act, Income Tax withholding at the source, or for any federal or state taxes and local license fees that may become due as a result of activities under this agreement, and as an Independent Contractor shall be responsible for obtaining any licenses required by law.
5. Members are independent marketing contractors of the Company and are not to be considered purchasers of a franchise. The agreement between the Company and its Members does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Members. Each Member shall hold harmless the Company from any claims, damages or liabilities arising out of Member's business practices. Members have no authority to bind the Company to any obligation. Each Member is encouraged to set up his/her own hours and to determine his/her own methods of sale, so long as he/she complies with the policies and procedures of the Company.
6. In the conduct of its business, the Member shall safeguard and promote the reputation of the Company's products and the Company and shall refrain from all conduct which might be harmful to such reputation of the Company or to the marketing of such products or inconsistent with the public interest, and shall avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
7. Member shall be responsible for all taxes legally due to the taxing authority that has jurisdiction in his/her country. The Company will provide a report for each Member at the close of the calendar year stating the amount of commissions and bonuses earned under this agreement.
8. Member agrees that the Company will not be liable whatsoever for city, county, state, provincial, district and federal taxes or other fees pertaining to efforts and earnings of the Member.
9. Member is free to sell products and services of other companies.
10. Member shall not sponsor another Company Member into another Direct Sales, Multi-Level Marketing and/or Network Marketing company except for her/his personally sponsored Members. In addition, no Member shall participate in any action that causes another Member to be sponsored/recruited through someone else into another company. The only exception to this, is if the action is public and is directed at a public audience, such as hosting a conference call for another company. In such an instance, a Member is not deliberately attempting to cause another Member of our company to be sponsored/recruited into another company. Member agrees that an expense of time and money is made when a sponsoring occurs which forms an enforceable business relationship between two Members. The Company has the responsibility to help protect these relationships and cross-sponsoring constitutes grounds for termination. The Company acknowledges that on occasion this term in the agreement may appear to have been breached by the Member, but that upon investigation, the Member may have had a long-standing, prior relationship with another Company Member who is not personally sponsored by the Member in the Company. If the Member sponsors such a Member into another Direct Sales, Multi-Level Marketing and/or Network Marketing company, this term may be deemed not breached by the Member. Judgment in these matters is at the discretion of the Company on a case-by-case basis.
11. Member shall have the right to exercise independent judgment as to the persons from whom to solicit orders for products and whom to sponsor into their network downline organization. The Company shall have the right, at its discretion, to prescribe procedural requirements that will not interfere with the Member's freedom of judgment or action, but which will ensure that orders or applications submitted to the Company will conform to the Company methods of conducting its business.
12. Member will not repackage any tangible Company product in any way. Member will not conceptually repackage any intangible or virtual Company product in any way. This is the Company's intellectual property.
13. Member shall make every reasonable effort before beginning to sell the Company products and sponsoring others to become familiar with the products and their descriptions. Member agrees to use only the Company business and promotional material provided by the Company and will conduct all business operations in strict compliance with all applicable laws and other requirements of any federal, state, county, municipal, or other governmental agency.
14. Member is not guaranteed a specific income. Financial success as a Member can come only from sale of Company products to the end consumer, building her/his own sales organization and training that organization to sell, sponsor, and train.
15. Member understands that financial reward is based on ability, personal effort, and initiative. In discussing the Company Compensation Plan, Member will make no claims as to income potential either written or oral except those prepared by the Company for illustration purposes only.
16. Member shall not make any claims with regard to specific income potential, including, citing as an example, any actual income made by any existing Member. No false or misleading income projections may be made to prospective Members. In their enthusiasm, Members are occasionally tempted to represent hypothetical income figures based upon the inherent power of network marketing as actual income projections. This is counter productive, since new Members may be quickly disappointed if their results are not as extensive or as rapid as a hypothetical model would suggest. The Company believes firmly that the income potential is great enough to be highly attractive in reality without resorting to artificial and unrealistic projections.
17. Member will not make any claims of any kind pertaining to benefits of the Company's products and services except those given in official Company promotional materials/media.
18. Member shall not represent or imply, directly or indirectly, that the Company program has been approved or endorsed by any governmental agency. Federal and State regulatory agencies do not ever approve or endorse any marketing company, product or programs.
19. Member will indemnify and hold the Company harmless from any and all claims, expenses, costs, causes of action, and damages resulting from or growing out of statements or actions by the Member which are in violation of this agreement.
20. The Member agreement may be canceled at any time and for any reason by a Member notifying the Company in writing of the election to cancel. Such cancellation shall constitute voluntary termination of the Member's right to represent the company and its products or to sponsor other Members.
21. If a Member elects to cancel his/her Member agreement, all rights to bonuses, marketing position and wholesale purchases cease. The voluntarily terminated Member's sales organization shall be transferred to his/her sponsor.
22. The voluntarily terminated Member will be eligible to reapply and may choose a new sponsor after six (6) months. A voluntarily terminated Member that reenters the program may not sponsor any of her/his original downline organization.
23. The Member understands that the Company generally does not permit changing of sponsors.
    
    Multi-Level Marketing (MLM) is a business of creating relationships. Once a Member is sponsored, the Company believes in maximum protection of that relationship. The only potential exception will be in the case of a Member using unethical means to sponsor someone. Otherwise sponsor changing can only be affected by voluntary termination and waiting six (6) months to rejoin under a new sponsor.
24. When presenting the Company program to others, the Member shall present the program in it's entirety, without omission, distortion or misrepresentation.
25. The Company will retain full authority to accept or reject any Application or any order for services or products submitted by the Member. Such refusal is solely within the discretion of the Company. No right of action against the Company will arise because of any such acceptance or refusal.
26. The Company reserves the right, in its sole discretion to amend, revise, institute, alter, or modify changes including but not limited to prices, literature, policies, this agreement, and the Compensation Plan. Any such revisions become effective by posting in the Company provided Members area of the web site, or by letters, or by publication in official Company literature, addressed and posted through the U. S. mail to the Member at her/his last known address. The Member agrees to be bound by these changes and the changes shall become part of this agreement ten days after mailing or web site posting.
27. The Company shall not be responsible for acts beyond its control, including, but not limited to: fire, flood, earthquake, storms, power outages, labor difficulty, equipment failure, supplier problems, or other difficulties that might prevent performance according to this agreement. The Company has made every good faith effort including extensive testing to assure that the Company's custom programmed software functions correctly and accurately. The Member agrees to hold the company harmless for abnormalities that are found in its custom software and once found the Company will make an effort to correct the error to be compliant with our stated business model as soon as possible but not to the level that disrupts current business nor to the extent that the error correction is backdated.
28. The Company assumes no liability for personal injury arising from the use or mishandling of any of the Company products.
29. The Company does not require the Member to sponsor or recruit anyone.
30. Members should not make promises about providing prospects or actually placing new Members under a prospect as an inducement to sponsorship. Ultimately each Member is responsible for building his/her own organization. To promise or imply that one Member will build an organization for another as an inducement to sponsorship through advertising support or any means other than training and supervisory assistance is not permitted.
31. The Company reserves the right to terminate this agreement immediately upon receipt of information sufficient to the Company that the Member has violated any term or condition of this agreement or has otherwise acted illegally or unethically. Member loses all right to bonuses and compensation from the date of termination and thereafter.
32. Members shall not make any claim regarding the training or the Compensation Plan which has not been expressed in official Company literature. The Company is responsible only for material printed in company approved literature.
33. Members are expressly forbidden to imply that additional products or services will be added to the Company's products/services or that enhancements to the Compensation Plan are forthcoming or that specific geographical areas are about to be added to our area of operation.
34. The term of this agreement, with respect to each Member, is for the life span of the Member. Upon the death of the Member, this agreement may be transferred to the beneficiaries of the Member's estate if said beneficiaries agree to the Company's terms and conditions.

RENEWAL OF AGREEMENT:

Since the term of this agreement is in perpetuity, there is presently no need of renewing the agreement or making payment of any renewal fees. The Company may change this policy at its own discretion.

Member RELATIONSHIPS:

Each person wanting to become a Member must be sponsored into the program by a Member in good standing. No one may be sponsored by more than one person.

Should a husband/wife Member divorce, they must notify the company in writing, signed and notarized by both parties, indicating how the Member position is to be managed thereafter.

Otherwise, the Company shall consider the person who was originally listed as the applicant to be the surviving Member.

CORPORATIONS, PROPRIETORSHIPS, PARTNERSHIPS & TRUSTS:

Corporations, Proprietorships, Partnerships and Trusts ("Business Entities") may become Members. However, one individual must be designated as the responsible party for the Company's actions and must sign the Member application. Commission and Bonus checks will be made payable to the Business Entity.

When a Business Entity applies to be a Member, the Member agreement may be submitted in the name of the Business Entity, but must include the name and signature of at least one corporate officer, general partner, or trustee authorized to execute contracts for the Business Entity. In addition, a Corporation/Proprietorship/Partnership/Trust form must be submitted providing the names and social security numbers of all partners or trustees and beneficiaries. These persons may not be individual Members, nor shareholders, principals, partners, trustees or beneficiaries of another Business Entity which is a Member within the Company. This does not apply to active Members who wish to change their status from individual Member or Partnership to a Corporate Membership under their existing sponsor. The request must be received by the Company by the 15th of the month and approved in order to be effective on the first of the following month.

A person or entity may not apply as a Member using a fictitious or assumed name, except as a business entity. Should it be found or learned that such an Application was accepted by the Company, the Member Application will be considered null and void.

CORPORATE AND PARTNERSHIP GUARANTEE FOR OWNERS:

Although the Company has offered Members the opportunity to conduct their Member business as corporate, proprietorship, partnership, or trust entities, it is agreed that since the Business Entity is under the control of its owners or principals, the actions of individual owners as they may affect the Company and the Member position are also critical to the Company's business. Therefore, it is agreed that actions of shareholders, officers, directors, partners, principals, trustee beneficiaries, agents or employees, which are in contravention to the Company's policies shall be attributable to the corporate or partnership entity,

SPONSORING:

The Company neither requires a Member to sponsor nor recruit anyone to participate as a Member in the Company program. Commissions or bonuses earned are not based on sponsoring or recruiting.

ONE SPONSOR RULE: A Member may have only one sponsor. Company prohibits transferring from one sponsor to another. In addition, once a person has been placed, the placement may not be changed under any circumstances.

It is strictly prohibited for a Member to recruit a Member from another Terra Luna Club downline into their own downline. Any such attempts shall result in termination as a Member.

In the event a prospective Member is sponsored by more than one person, an evaluation will be necessary to determine who has the sponsoring right. The date on the application form will be the first criteria for evaluation. The Company's corporate office will use its best judgment to determine who the sponsor will be.

Members must refrain from recruiting a prospect for their own purposes when that prospect is in the company of another Member or who has been brought (or sent) to a meeting, conference call, or event with the intent of recruiting that prospect as a Member, regardless of whether or not there has been previous knowledge or acquaintance of the prospect by another Member (people rarely attend meetings or events without an invitation). Members have a right to absolute confidence that when they bring or send prospects to an activity, the prospects will be safe from being "cross­-recruited" by other Members during the duration of that recruiting activity. A Member has a right to expect that other Members, whether in the same downline organization or not, will fully support their recruiting efforts. It is, however, the responsibility of the recruiting Member to educate their prospects about how Network Marketing and Sponsoring works so that the prospect can act responsibly and appropriately in a recruiting situation. Violation of this paragraph may lead to the termination of the offending Member.

A Member may not communicate any messages by any media that may induce other Members inside or outside of their downline to break any of the sponsoring rules outlined above.

CROSS-SPONSORING:

A Member may sponsor into any other network marketing organization only those Members he/she has personally sponsored into the Company and shall not offer the opportunities or products and services of any other network marketing company to of the Company's Members, other than those she/he personally sponsored. Exceptions to this are covered in item number 10 above.

MEETINGS:

All business presentations and training sessions shall be conducted in strict conformity with corporately produced scripts, slides and printed material. These materials may not be altered or deviated from in any way. They have been developed and refined to insure that prospects have accurate information upon which to base their decision and to assist new Members in learning proven techniques for achieving success within prescribed guidelines. For this reason, any alteration of scripts, slides, printed materials or videos, or any deviation in the prescribed presentation thereof which compromises the integrity and/or intent of the Company program may result in disciplinary action including termination of the offending Member(s).

TRANSFERRING OR SELLING BUSINESS:

A Member may assign or transfer his/her business to another person, by sale or bequest upon written consent of the Company. Approval will not be unreasonably withheld so long as there is not adverse impact on the marketing program or other Members. The person to which the business is being assigned or transferred must accept legal responsibility for all terms and conditions of the Member Application and all attachments, in writing. Upon the death or incapacity of the Member, his or her rights to bonuses and marketing position, together with Member responsibilities, shall pass to his or her successors in interest upon written application and approval by the Company. The successor Member must fulfill all responsibilities of the Member.

ID NUMBER:

A Member's ID number is generated and assigned by the Company when the Member becomes a Member. This ID number and/or the USERNAME the Member used when becoming a Member, shall become their Company personal identification number.

Any and all expenses arising from their business operations are the sole responsibility of the Member, including, but not limited to legal costs, telephone expenses, advertising, etc. A Member is an Independent Contractor and may not represent by implication or otherwise that she/he is an officer, employee, agent or owner of the Company, and as such cannot bind or contract the Company in any manner.

TERRITORIES / FRANCHISES:

Member shall not represent that any exclusive territories or franchises are available under the Company marketing program or that The Member has the authority to grant exclusive rights for the Company products to anyone. There are no exclusive territories.

COPYRIGHT:

All Company materials are protected by U.S. Copyright Statutes. All rights are reserved, including the right to alter, revise, and reprint these materials in whole or in part. Reproduction in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system is not permitted now or in the future without the prior written consent of the owner of this copyright.

Because of this copyright and the technical information required to market the Company opportunity, no one shall have the right to reproduce for personal use or for sale, any marketing materials, literature, logos, recorded Company events, speeches, flyers, videos, brochures or other aids relevant to the Company without prior written consent of the Company. Producing or using unauthorized materials will be grounds for immediate termination (NO EXCEPTIONS).

TRADEMARKS, TRADENAMES AND ADVERTISING:

The name of the Company and other names as may be adopted by the Company are proprietary trade names and trademarks of the Company. As such, these marks are of great value to the Company and are supplied to Member for Member's use only in an expressly authorized manner. Member agrees not to advertise the Company product in any way other than the advertising or promotional materials made available to Member by the Company. Member agrees not to use any written, printed, recorded or any other material in advertising, promoting or describing the product or the Company marketing program, or in any other manner, any material which has not been copyrighted and supplied by the Company, unless such material has been submitted to the Company and approved in writing by the Company before being disseminated, published or displayed.

IMPORTANT NOTICE:

Member agrees not to advertise for less than the published Company retail price. This may be cause for immediate termination of the agreement.

Advertising for less than the retail price is not a fair business practice. It allows one Member to attract sales from the efforts and advertising of many other Members. The damage that results from this both to the other Members and the Company is significant. Any Member found advertising for less than the retail price will be subject to a fine of not less than $250 per day depending on the damages assessed. Damage assessment is in the Company's discretion.

Let it be known to Members that any non-Member (someone who has no contract or agreement with the Company to represent the Company and sell the Company's products) will be pursued legally for all damages. Any Member found to be intentionally supplying a non-Member or Member for the purpose of circumventing the Company's retail advertising policies will be subject to a fine of not less than $250 per day depending on the damages assessed.

The Member, as an independent contractor, is fully responsible for all of his/her verbal and written statements made regarding the product and marketing program which are not expressly contained in writing in the current Member agreement, and advertising or promotional materials supplied directly by the Company. Member agrees to indemnify the Company and hold it harmless from any and all liability including judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by the Company as a result of Member's unauthorized representations.

The Company will not permit the use of its copyrights, designs, logos, trade names, trademarks, etc. without its prior written permission.

All Company materials, whether printed, on film, on videotape, or produced by sound recording, are copyrighted and may not be reproduced in whole or in part by Members or any other person except as authorized by the Company. Permission to reproduce any materials will be considered only in extreme circumstances. Therefore, a Member should not anticipate that approval will be granted.

A Company Member may not produce, use or distribute any information relative to the contents, characteristics or properties of Company product which has not been provided directly by the Company, This prohibition includes but is not limited to print, audio or video media.

A Company Member may not sell or distribute literature, films, videotapes or sound recordings which are deceptively similar in nature to those produced, published and provided by the Company for its Members. Nor may a Member purchase, sell or distribute non-company materials that imply or suggest that said materials originate from the Company.

Any display ads or institutional or trademark advertising copy, other than covered in the foregoing rules, must be submitted to the Company and approved in writing by the Company prior to publication.

All advertising copy, direct mailing, radio, TV, Internet, newspaper and display copy must be approved in writing before being disseminated, published or displayed with the exception of blind ads where no reference is made to the Company name or product name.

No claims as to the beneficial properties of the products may be made except those officially approved in writing by the Company or as contained in the official Company literature.

The Company reserves the right to approve or disapprove Member's change of business names, formation of partnerships, corporations, and trusts for tax, estate planning, and limited liability purposes. If the Company approves such a change by Member, the organization' s name and the names of the principals of the organization must appear on the Member application agreement along with a social security number if the Member is a US citizen or federal identification number if the Business Entity is US chartered.

No Member may use the Company's name or any derivation thereof within a business name or in any electronic media network such as E-mail or on the Internet. Failure to comply with this paragraph may lead to termination of the Member.

REPRESENTATION OF STATUS:

In all cases, any reference the Member makes to him/herself must clearly set forth the Member's independent status. For example, if the Member has a business telephone, the telephone may not be listed under the Company's name or in any other manner, which does not disclose the independent contractor status of the Member.

BUSINESS CARDS AND STATIONERY:

Any printed materials, including business cards and stationery, must be approved by the Company in advance. Criteria for approving these materials will include a judgment regarding the quality of the materials as well as properly setting forth the independent status of the Member,

TELEPHONE SOLICITATION:

The use of the Company's name or copyrighted materials may not be made with automatic calling devices or "boiler room" operations either to solicit Members or retail customers. The use of these methods in ways that are legal and are the equivalent of the "blind ads" alluded to above cannot be regulated by the Company.

NO UCE (UNSOLICITED COMMERCIAL EMAIL) OR SPAM:

It is the strict policy of the Company, that NO Member shall use Unsolicited Commercial Email (UCE), also known as SPAM to promote or build the Member’s business. If it is determined that a Member is using UCE, he or she may be terminated immediately. The Member may review the Company's SPAM policy at spam_policy.php

MEDIA CONTACTS:

To maintain accuracy and the correct Company image, all requests for interviews intended for the media in any form and in any way concerning the Company shall be forwarded to the Company for determination as to whether or not such interview should be granted. Any such determination by the Company shall be final and any action by the Member contrary to such decision shall result in the termination of this agreement, without prior written approval by the company, Members may not solicit coverage or publicity from the media regarding their Company business. Nor may they appear on radio or television to promote their activities. Any violations of this paragraph may lead to termination,

CONFIDENTIALITY AND NONDISCLOSURE:

On a periodic basis, the Company will supply data processing information and reports to the Member which will provide information to the Member concerning the Member's downline sales organization, product purchases and product mix. Member agrees that such information is proprietary and confidential to the Company and is transmitted to the Member in confidence. The Member agrees that he or she will not disclose such information to any third party directly or indirectly, nor use the information to compete with the Company directly or indirectly. The Member and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide the above confidential information to the Member.

Any violation of these confidentiality requirements may lead to the loss of buying privileges, possible suspension and termination from participation in the Compensation Plan, termination of Member status, and the imposition of any and all other remedies to which the Company may be entitled.

The Company shall be entitled to change product prices at any time and without notice, and to make changes in the statement of policy and procedures.

COMMISSION / BONUS CHECK DISPUTES:

Any questions or disputes about commission calculations pertaining to the Compensation Plan must be raised in writing and submitted to the Member Services Office within two calendar months after the payment date. Date of receipt will be the date of postmark. All disputes must be submitted in writing mailed to Terra Luna Club, LLC 13650 SE 162nd Ave, Apt 10 Happy Vally, Oregon 97015, USA

SALES & USE TAXES:

Sales & Use taxes are levied by many state, county and local governments, based on suggested retail prices of all products and sales aids (including Business Kits) and subject to a sales tax. These taxes are collected by the Company where required and paid to the appropriate agencies.

LAWS:

The Company recognizing that some laws and/or rules may change from time to time and/or differ from state to state, honors the prevailing law or rule in any state. The changing of a policy and/or procedure does not automatically alter any other policy or procedure that remains in force. The Company does not discriminate in its acceptance of Members because of race, creed, sex, color, or national origin,

VIOLATIONS OF AGREEMENT:

Violations or infractions of any part of the Member Agreement, these Policies & Procedures or the Compensation Plan, should be reported immediately to the Company indicating all the pertinent facts (date, time, place, names of all persons involved, etc.) A notification must be signed. Anonymous complaints will not be either investigated or retained in Company files. After receiving a signed complaint, the Company will assign a person or persons to investigate the matter and take appropriate action, including termination of the Member, if necessary.

The Company will not permit activity that is unethical. Even though the line between aggressive marketing efforts and unethical behavior can be vague, the Company will intercede when unethical behavior is evident and reserves the right in its sole discretion to determine whether an unethical practice has been committed and the appropriate action to be taken.

The Company reserves the right to terminate any Member at any time for cause, when it is determined that the Member has violated the provisions of the Member agreement including the provisions of these, policies and procedures as they may be amended or the provisions of applicable laws and standards of fair dealing. Such involuntary termination shall be made by the Company at its discretion. Upon an involuntary termination, the Company shall notify the Member by mail at the latest address listed with the Company for the Member. In the event of a termination, the terminated Member agrees to immediately cease representing him/herself as a Member of the Company.

TERMINATION:

1. When a decision is made to terminate a Membership, the Company will inform the Member in writing that the Membership is terminated immediately, effective as of the date of the written notification. The termination notice will be sent by certified mail to the Member's address on file with the Company.
2. The Member will have 60 days from the date of mailing of the certified letter in which to appeal the termination in writing. The Member's appeal correspondence must be received by the Company within 60 days of the Company’s termination letter. If the appeal is not received within the 60-day period, the termination will be automatically deemed final.
3. If a Member files a timely appeal of termination, the Company will review and reconsider the termination, consider any other appropriate action, and notify the Member of its decision. The decision of the Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will be effective as of the date of the Company’s original termination notice.

Written notices between the Company and its Members are effective as follows: All notices to the Company are effective when received by the Company at its offices. All notices from the Company are considered effective when deposited in the U.S. mail to the Member's last known address. Notices to Members as a group may also be contained in other Company mailings, such as newsletters, etc.

The Company trusts that with these guidelines, Members and the Company will act in the best interest of all and conduct their businesses in a manner that reflects the highest standards of honesty, integrity and responsibility toward customers, other Members, the industry and the public, observing the spirit as well as the letter of the law and this agreement.

The parties agree to be bound by the terms of the Member agreement. Waiver of a requirement of signatures on the face of the Member Agreement is agreed to by both the Company and the Member upon application to become a Member from one of the Company's web sites. It is agreed that such web site submission of an application shall have the same force as a signature on the face of the agreement by both parties and will signify acceptance of this agreement by Member and the Company.

WAIVER:

The Company never gives up its right to insist on compliance with these rules or with the applicable laws governing the conduct of a business. This is true in all cases, both specifically expressed and implied, unless an officer of the Company who is authorized to bind the Company in contracts or agreements specifies in writing that the Company waives any of these provisions. In addition, any time the Company gives permission for a breach of the rules, that permission does not extend to future breaches. This provision deals with the concept of "waiver," and the parties agree that the Company does not waive any of its rights under any circumstances short of the written confirmation alluded to above.

GOVERNING LAW:

These rules are reasonably related to the laws of the state of Wisconsin in the United States of America and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of acceptance of the Member application, the state of Oregon.

PARTIAL VALIDITY:

Should any portion of these Rules and Regulations, or of the Member's application and agreement, or of any other instruments referred to herein or issued by the Company be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.