IBO Agreement

Wyze Media LLC hereinafter “WyzeMedia” Independent Business Owner Agreement Start Up Fee: Up to $499 for the initial one-year term Business Support Fee known as Wyze Business Services “WBS” $25 per month (initial monthly payment due following month after initial sign-up) Renewal Fee: $Waived Until Further Notice PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. DISPUTE RESOLUTION AND ARBITRATION TERMS ARE SET OUT IN SECTION 23 BELOW (the “DISPUTE RESOLUTION PROVISIONS”). PLEASE READ THE DISPUTE RESOLUTION PROVISIONS CAREFULLY. 1. I, the undersigned, acknowledge and agree that I have read and understand the WyzeMedia Independent Business Owner Agreement, which is comprised of the Terms and Conditions, the WyzeMedia Policies & Procedures (including all supplements thereto), and the WyzeMedia Compensation Plan (collectively, the “IBO Agreement” or the “Agreement”). By submitting my IBO application and signing below or by electronic acceptance hereof, I agree that I want to become an WyzeMedia Independent Business Owner (“IBO”) so that I can market goods and services offered by or through WyzeMedia (as used in the Terms and Conditions, the “WyzeMedia Products”) and participate in the WyzeMedia Compensation Plan (as more specifically described in the IBO Agreement), and I further agree that I accept, will comply with, and be bound by, the terms and conditions contained in the IBO Agreement. See WyzeMedia’s Policies & Procedures Below Click here for WyzeMedia’s Compensation Plan 2. I acknowledge and agree that the IBO Agreement will become a binding agreement upon myself and WyzeMedia, LLC, a Wyoming limited liability company (“WyzeMedia”), only upon acceptance by WyzeMedia of my completed IBO application, and that WyzeMedia will notify me of such acceptance via email to the email address I submit with my application. I understand that WyzeMedia has the right to accept or reject my IBO application in its sole discretion. For purposes of the IBO Agreement, WyzeMedia and its parents, subsidiaries and affiliates may be referred to collectively as the “WyzeMedia Companies” or each individually as an “WyzeMedia Company” or “WyzeMedia”. Capitalized terms used but not defined in these US Terms and Conditions shall have the meanings prescribed to such terms in the Glossary section of the WyzeMedia Policies & Procedures. I understand that there is no requirement to become an IBO beyond my entering into the IBO Agreement and paying the initial Start Up Fee and monthly Business Support Fee. No other purchase of sales aids, training materials, WyzeMedia Products, WyzeMedia Business Tools (as hereinafter defined) or other services is required to become an IBO and any such purchase by me is strictly voluntary. I understand that earnings as an IBO, including commissions, bonuses or other compensation earned pursuant to the WyzeMedia Compensation Plan (collectively, “Compensation”) and advancement to higher qualification levels thereunder are based solely upon the successful sale or implementation of WyzeMedia Products to customers or or IBOs, and those customers/IBOs usage of such WyzeMedia Products as defined hereinafter, and that I am not personally obligated to purchase any WyzeMedia Products. I understand that no Compensation is earned for the promotion of the WyzeMedia Opportunity or the sponsorship of new IBOs. If I choose to sponsor others to become IBOs and participate in the WyzeMedia Compensation Plan, I will not receive any Compensation whatsoever for the act of sponsoring or recruiting such IBOs; rather, I will be compensated based upon the activities of other IBOs only to the extent of such IBOs’ sales of WyzeMedia Products/Services to customers. 5. I hereby authorize WyzeMedia to (i) charge the Start Up Fee and ongoing monthly Business Support Fee to my credit or debit card on file with WyzeMedia (the “Payment Method”); and (ii) automatically charge the Payment Method for each Business Support Fee and Renewal Fee payment due and payable under this Agreement, together with any Account Maintenance Fee(s) (as hereinafter defined). I acknowledge and agree that it is my responsibility to ensure the Payment Method remains valid at all times during the term of this Agreement, and that I will provide to WyzeMedia all information necessary to allow WyzeMedia to charge the Payment Method (or any valid, replacement credit or debit card, which is hereinafter referred to as the Payment Method) for all amounts due and payable by me to WyzeMedia. I further acknowledge and agree that if the Payment Method expires or otherwise becomes invalid for any reason during the term of this Agreement (including without limitation any Renewal Term, as hereinafter defined), or I otherwise fail to annually renew my relationship with WyzeMedia or pay any Business Support Fee payment within the periods specified in the WyzeMedia Policies & Procedures, then my IBO position will be deactivated, this Agreement will terminate, and I will forfeit all rights under this Agreement, including without limitation the right to receive future Compensation. 6. I hereby represent that the information submitted with my IBO application is complete, true and correct, and that (i) my primary residence is in the United States or other country as approved by WyzeMedia, (ii) I am of legal age in my state of residence to enter into legally binding agreements, and (iii) I have legal authority to conduct business and earn income in the United States or other country as approved by WyzeMedia,. I agree to promptly notify WyzeMedia of any changes to the information submitted by me, including without limitation any changes related to the Payment Method. If I am entering into this Agreement on behalf of a corporation, limited liability company, partnership, trust or other entity, I represent that I have the authority to enter into such agreements for the entity, but I nonetheless agree that in addition to such entity, I will be personally responsible for the performance of all the duties and obligations described in this Agreement. 7. This Agreement shall become effective upon the acceptance hereof by WyzeMedia and shall continue for an initial term of one (1) year unless sooner terminated as permitted under this Agreement. Upon the expiration of the initial term, unless this Agreement is terminated pursuant to its terms, my relationship with WyzeMedia shall be automatically extended for additional, successive one-year periods (each, a “Renewal Term”) by (i) my entering into upon request the then-current Independent Business Owner Renewal Agreement located in the IBO Back Office; (ii) the successful processing of payment for the annual Renewal Fee (if applicable) on or before each Renewal Date or prior to the expiration of any grace period permitted by WyzeMedia, and any other amounts due and payable as of my Renewal Date, all as provided for in the WyzeMedia Policies & Procedures; and (iii) my compliance with all terms and conditions contained in the WyzeMedia Policies & Procedures related to my renewal. I acknowledge and understand that my payment of the Start Up Fee, the Business Support Fee (WBS), and the Renewal Fee(s) (if applicable) covers the costs associated with establishing and servicing my WyzeMedia business, and enables me to conduct and maintain my business status with WyzeMedia and are in consideration for a variety of services provided by WyzeMedia at no additional cost to me including, but not limited to, access to and use of business reporting tools and alerts, marketing materials and tools, training materials and personal development tools, and back-office support. I further acknowledge that the Renewal Fee (if applicable) is less than the Start Up Fee, and that I receive additional, valuable consideration under the WyzeMedia Compensation Plan for my agreement to renew my IBO Agreement and accept any changes thereto. I acknowledge and understand that WyzeMedia may from time to time modify the Renewal Fee or the Business Support Fee upon written notice to me delivered via email and such modified Renewal Fee or Business Support Fee will apply immediately and will be charged to the Payment Method upon the due date there for. The provisions of this Agreement which by their nature are intended to survive termination of this Agreement shall so survive, including without limitation the Dispute Resolution Provisions (as hereinafter defined), all restrictive covenants, and all provisions related to indemnification, confidentiality, data protection, and the Account Maintenance Fee. 8. I agree to timely pay for any products or services, WyzeMedia Business Tools or other items that I choose to purchase from any WyzeMedia Company. 9. I agree that, as an IBO, I am an independent contractor for all purposes under applicable federal, state, and local statutes, rules, regulations, directives, ordinances, guidance and other laws (collectively, “Applicable Law”), including without limitation the Internal Revenue Code, and all state tax and employment-related laws and regulations. As an independent contractor, I am not an employee, partner, agent, franchisee, or legal representative of any WyzeMedia Company or of any carrier, supplier, service provider or other party with whom any WyzeMedia Company transacts or contracts business (all such parties other than IBOs are referred to collectively herein as “WyzeMedia Providers”), and I am prohibited from presenting or holding myself out as such. I understand that, as an IBO, I am responsible for my own business and I am free to select my own means, methods and manner of operation, and free to choose the hours and location of my activities performed as an IBO, subject to the terms and conditions of this Agreement and Applicable Law. If I employ individuals to perform services for my independent business, I understand that I am responsible for their acts and omissions and for ensuring their compliance with this Agreement and Applicable Law. I understand that I am solely responsible for remitting any taxes, making any reports, and obtaining any licenses, permits, authorizations or insurance required to conduct my business in compliance with this Agreement and Applicable Law. I shall have no power or authority to bind any WyzeMedia Company or WyzeMedia Provider in any way, directly or indirectly, and I will not take any action inconsistent with this limit of authority. I acknowledge that as an independent contractor I am not entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by any WyzeMedia Company to its employees. I acknowledge and agree that I will not be treated as, nor represent myself or anyone I engage in my independent business, as an employee of any WyzeMedia Company or WyzeMedia Provider for any purpose, including for purposes arising under Applicable Law. 10. I acknowledge and understand that I may terminate this Agreement for any reason, at any time, by giving WyzeMedia written notice at its address of record as more fully described in the WyzeMedia Policies & Procedures. I further acknowledge and understand that WyzeMedia may terminate this Agreement pursuant to the WyzeMedia Policies & Procedures or by giving written notice to me in the event that I breach any part of this Agreement. 11. I acknowledge that, as an IBO, I am not guaranteed any income, nor am I assured any profits or success, and I certify that no claims of guaranteed profits or representations of expected earnings that might result from my efforts as an IBO have been made to me by any WyzeMedia Company or any other IBO. Similarly, I shall not represent, directly or indirectly, that any person may, can, or will earn any stated amount or that any IBO is guaranteed any level of success. 12. I understand that the WyzeMedia Products are offered in different markets on terms determined by the WyzeMedia Companies or the WyzeMedia Providers, and that the markets where the WyzeMedia Products are offered and the terms, conditions or prices applicable thereto may change from time to time without notice. 13. I understand that WyzeMedia may charge a fee to process all Compensation. In addition, I acknowledge and agree that any payments issued to me by WyzeMedia that remain unclaimed for six (6) months after the issuance date (“Unclaimed Funds”) shall be held by WyzeMedia in an account, and that WyzeMedia will assess an account maintenance fee of $10 per month (the “Account Maintenance Fee”) until such time as I have claimed all such Unclaimed Funds held by WyzeMedia. I acknowledge and understand that WyzeMedia shall deduct the Account Maintenance Fee monthly from the Unclaimed Funds and if there are insufficient Unclaimed Funds held by WyzeMedia from which to deduct the Account Maintenance Fee when due, then the Account Maintenance Fee shall be prorated to reflect the amount of Unclaimed Funds then remaining, and the remaining Account Maintenance Fee due shall be charged to the Payment Method. When no Unclaimed Funds are owed to me by WyzeMedia, the account shall be closed. I further acknowledge that any Unclaimed Funds may be subject to applicable escheat laws that may require WyzeMedia to deliver all or some portion of Unclaimed Funds to the applicable state or its government authorities. 14. I agree to keep accurate records regarding my activities as an IBO and, in the process of marketing and promoting the WyzeMedia Products or Services, I will act in a manner consistent with the WyzeMedia Policies & Procedures. I further agree that I shall not engage in or perform any misleading, deceptive or unethical practices, or make any false or misleading statements, regarding the WyzeMedia Products, the WyzeMedia Companies, or the various relationships between the WyzeMedia Companies, the WyzeMedia Providers, and IBOs. 15. I agree to abide by Applicable Law governing the marketing, sale or solicitation of the WyzeMedia Products, including without limitation all applicable anti-spam legislation, and I understand that I will be personally liable for any fines or other expenses incurred by any WyzeMedia Company or WyzeMedia Provider as a result of my failure to do so. 16. I understand that during any WyzeMedia investigation into a potential violation of this Agreement, or in the event the Payment Method becomes invalid for any reason, my IBO position status may be suspended and any Compensation which may be otherwise owing to me may be held by WyzeMedia until final resolution has been achieved. I acknowledge that in the event WyzeMedia determines that I have violated this Agreement, then WyzeMedia may, at its option, terminate this Agreement and deactivate my IBO position, in which event I will not be entitled to any Compensation of any kind. 17.WyzeMedia may periodically make available various training and marketing materials, applications, technology, reports, or other physical or virtual items for use in connection with my IBO position that are not included in the Business Support Fee (collectively, “WyzeMedia Business Tools”). I acknowledge and understand that I am under no obligation to purchase any WyzeMedia Business Tools (not included in the WBS), or any other materials or services, at any time, but that I will have the option to purchase any materials or services which I may choose. 18. I agree that, as an IBO, I shall place primary emphasis upon the sale of WyzeMedia Products and services to customers, and I acknowledge that I have the right to refer as many personal customers as I wish. I understand that during the term of this Agreement I will be eligible to earn Compensation for WyzeMedia Products and/or Downline, subject to and in accordance with the then-current WyzeMedia Compensation Plan. I acknowledge and understand that WyzeMedia reserves the right to vary or change the terms and conditions of the WyzeMedia Compensation Plan at any time, including without limitation those terms and conditions related to eligibility, provided that WyzeMedia will give me notice of such changes in accordance with the terms and conditions of this Agreement, and such notice shall be available in the IBO back office, which is deemed sufficient notice. I further acknowledge and understand that WyzeMedia may also from time to time make available to me certain incentives outside of the WyzeMedia Compensation Plan in connection with certain WyzeMedia Product offerings (e.g. promotional incentives), and that such incentives may be subject to separate terms and conditions. I further understand that maintenance of my position as a current IBO until the time of payment of Compensation is a condition for earning and receiving such Compensation, and I will not be eligible to receive payment of any Compensation following the termination or expiration of this Agreement. 19. I agree to indemnify, defend and hold the WyzeMedia Companies, the WyzeMedia Providers, and each of their respective shareholders, directors, officers and employees harmless from and against any and all claims, damages, costs and expenses, including without limitation any attorneys’ fees and court costs, arising out of or in connection with my actions or omissions in the performance under this Agreement. I understand and agree that the indemnity set forth in this Section 19 is in addition to, and not to the exclusion of, my indemnification obligations contained in the WyzeMedia Policies & Procedures. 20. I represent and warrant that I will comply with all terms and conditions contained in the IBO Agreement relating to the protection of Confidential Information, Personal Data, and related proprietary or confidential information, including without limitation the provisions contained in the WyzeMedia Policies & Procedures. I agree that all provisions contained in the IBO Agreement related to the protection and disclosure of Confidential Information and Personal Data shall survive the expiration or termination of the IBO Agreement. 21. IN NO EVENT WILL ANY WyzeMedia COMPANY OR ANY WyzeMedia PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH ANY CAUSE, INCLUDING BUT NOT LIMITED TO ANY BREACH OF WARRANTY OR ANY DELAY, ACTION, ERROR OR OMISSION OF ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, OR THE DELIVERY, NONDELIVERY, DISCONTINUATION, OR MODIFICATION OF ANY PRODUCT OR SERVICE BY ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, EVEN IF THE RELEVANT WyzeMedia COMPANY OR WyzeMedia PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 22. THE WyzeMedia COMPANIES AND THE WyzeMedia PROVIDERS MAKE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, OR ANY OF THEIR RESPECTIVE AGENTS OR EMPLOYEES, OR ANY IBO, WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY PROVIDED FOR HEREIN. 23. DISPUTE RESOLUTION PLEASE READ THIS SECTION OF THE IBO AGREEMENT CAREFULLY, AS IT PROVIDES FOR THE RESOLUTION OF MOST DISPUTES THROUGH BINDING ARBITRATION AND INCLUDES CERTAIN WAIVERS, INCLUDING CLASS ACTION, CLASS ARBITRATION AND JURY TRIAL WAIVERS. A. Dispute Resolution Generally. WyzeMedia urges IBOs to resolve disputes involving other IBOs amicably and professionally. WyzeMedia may in its sole discretion agree to mediate and resolve any inter-IBO dispute, provided that the impacted IBOs agree that WyzeMedia’s findings and decision are binding. WyzeMedia will generally not mediate disputes between Individuals involved in the same IBO position (for example, between Spouses or Participating Parties of a PBE). If an IBO is dissatisfied with WyzeMedia in any way, or has a dispute with WyzeMedia as to their rights and obligations under the IBO Agreement, the IBO should contact WyzeMedia by writing or calling IBO Services so that WyzeMedia may attempt to resolve the issue. If an IBO is unable to resolve the issue after cooperating in good faith with IBO Services, the dispute shall be resolved as set forth below in this Section 23. B. Arbitration a. If either (i) any WyzeMedia Company, or any of their respective owners, officers, directors, employees, contractors, consultants, representatives or agents (individually or collectively referred to as “WyzeMedia” for purposes of the Dispute Resolution Provisions) or (ii) an IBO has any legal claim or dispute against the other, including, but not limited to, those arising from or in connection with, or otherwise relating to, the IBO Agreement or the termination hereof, the IBO’s position, services, my registration for or participation in any Event, or the WyzeMedia Products (each, a “Dispute”), the party initiating the Dispute must first try to contact the other to resolve the Dispute informally in good faith. WyzeMedia must contact the IBO at the contact number WyzeMedia has on file for the IBO or write the IBO at the IBO’s physical or email address listed on the IBO’s position with WyzeMedia. The IBO must write to WyzeMedia at Attn: WyzeMedia Business Ethics, 6615 Boynton Beach Blvd, #181 Boynton Beach, FL 33437, or by email at Admin@WyzeMedia.com b. All Disputes (in any case, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory), to the extent not prohibited by Applicable Law, shall be resolved by final and binding arbitration, pursuant to the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”) (available at the following address: https://www.adr.org/Rules or other applicable AAA rules, as in effect at the time of the arbitration, and as modified herein. The IBO may contact the AAA in writing at one of its locations (e.g., Miami Regional Office, 1111 Brickell Avenue, Suite 1950, Miami, FL 33131) The IBO may also obtain additional information about the AAA and its procedures from the AAA’s website, at www.adr.org. Notwithstanding the foregoing in this subsection 23(B) (b), (i) either the IBO or WyzeMedia may bring an individual action against the other party in small claims court (or comparable court of competent jurisdiction) so long as the only parties to that action are the IBO and WyzeMedia and the total value of the claims made in the action is less than the claim limit applicable in the jurisdiction in which the claim is filed, and (ii) nothing herein shall prevent WyzeMedia from enforcing the IBO Agreement, including without limitation taking corrective or remedial action such as deactivation of the IBO’s position, for an IBO’s violation of the IBO Agreement (including without limitation the Policies & Procedures). Following the contact required in subsection 23(B)(a) above and prior to commencing an arbitration proceeding with the AAA, a party seeking to arbitrate any Dispute must send to the other party, via certified mail, a written Notice of Dispute (“Notice”). The Notice to the IBO must be sent by WyzeMedia to the IBO’s address on file with WyzeMedia. The Notice to WyzeMedia must be addressed to: WyzeMedia IBO Services, 6615 Boynton Beach Blvd, #181 Boynton Beach, FL 33437. The Notice must describe (a) the nature and basis of the claim or Dispute; and (b) the specific relief sought. The IBO and WyzeMedia each expressly agree to attempt to resolve any Dispute by first sending the Notice to the other party prior to initiating or commencing an arbitration proceeding with the AAA. c. If a Dispute is not satisfactorily resolved within sixty (60) days after the Notice is sent, either party may then commence an arbitration proceeding with the AAA. d. If the amount involved in the Dispute is less than $1,000, the arbitration will be conducted, at the IBO’s election, (i) in person in the jurisdiction of the last address of the IBO on file with WyzeMedia, or (ii) by telephonic hearing. If the amount in Dispute is $1,000 or more, the arbitration will be conducted in Miami, Florida (unless prohibited by Applicable Law, in which case the arbitration will be conducted in person in the jurisdiction of the last address of the IBO on file with WyzeMedia). Each of the IBO and WyzeMedia has the right to be represented by an attorney in any arbitration. e. The number of arbitrators shall be mutually agreed upon by the parties; provided, however, that in event the parties cannot agree on the number of arbitrators, the AAA Rules will control. In all cases, the award of the arbitrator(s) shall be accompanied by a reasoned opinion. Punitive or exemplary damages shall be allowed only to the extent the remedy is expressly available under Applicable Law. Discovery shall consist of interrogatories, document requests, and no more than five depositions of seven hours or less each, per side; provided, however, that the arbitrator(s) may award additional discovery upon motion by either party and a showing of need and/or the inability to pursue or defend claims absent additional discovery. f. The party initiating the arbitration must pay the applicable AAA filing fee when submitting its written request for arbitration to the AAA. Unless otherwise provided for in the AAA Rules, all other administrative fees and expenses of arbitration, including the fees and expenses of the arbitrator, will be divided equally between the parties. g. Unless applicable substantive law provides otherwise, each party will pay its own expenses to participate in the arbitration, including attorneys’ fees and expenses for witnesses, document production, and evidence presentation. The arbitrator(s) shall have the authority to award the same damages and other relief that would have been available to the parties as individual claimants in court. h.Any award may be confirmed and enforced in any court of competent jurisdiction. The arbitration will be confidential, and neither the IBO nor WyzeMedia may disclose the existence, content, or results of the arbitration, except as necessary to conduct the proceedings, to confirm and enforce the award, to its own legal or financial advisors, by agreement, or as may be required by law. C. CLASS ARBITRATION WAIVER. EACH DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. EACH OF THE IBO AND WYZEMEDIA SPECIFICALLY AGREE THAT IT MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING. NO CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP ARBITRATIONS ARE PERMITTED EVEN IF ALLOWED UNDER THE APPLICABLE AAA RULES. EACH PARTY AGREES THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING (“CLASS ARBITRATION WAIVER”). EACH OF THE IBO AND WYZEMEDIA ACKNOWLEDGE THAT THE CLASS ARBITRATION WAIVER IS MATERIAL AND ESSENTIAL TO THE RESOLUTION OF ANY DISPUTE. THEREFORE, IF THE CLASS ARBITRATION WAIVER IS LIMITED, VOIDED, OR OTHERWISE FOUND UNENFORCEABLE, SUCH THAT CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP ARBITRATION IS ALLOWED, THEN THE ENTIRETY OF SUBSECTIONS 23(B) ABOVE AND 23(F) BELOW (BUT ONLY SUBSECTIONS 23(B) ABOVE AND 23(F) BELOW) SHALL BE NULL AND VOID, AND IF A PARTY CHOOSES TO PROCEED WITH ITS CLAIM IT MUST DO SO IN COURT PURSUANT TO SUBSECTIONS 23(D) AND 23(E) AND SECTION 24 BELOW. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE DISPUTE RESOLUTION PROVISIONS, THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, AND VALIDITY OF THE CLASS ARBITRATION WAIVER AND ANY ATTENDANT QUESTION OR DISPUTE REGARDING THE VOIDANCE OF THE ARBITRATION PROVISIONS SET FORTH IN SUBSECTION 23(B) ABOVE, SHALL IN EACH CASE BE DECIDED ONLY BY A COURT AND NOT BY AN ARBITRATOR. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THE IBO AGREEMENT TO THE CONTRARY, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. NO CLASS, COLLECTIVE, REPRESENTATIVE, GROUP, OR APPLICABLE PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY, OR PRAYERS FOR RELIEF, MAY BE MAINTAINED IN ANY ARBITRATION HELD PURSUANT TO THE IBO AGREEMENT. D. CLASS ACTION WAIVER. IN THE EVENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, FOR ANY REASON, EACH OF THE IBO AND WyzeMedia AGREE THAT SUCH DISPUTE WILL ONLY BE RESOLVED ON AN INDIVIDUAL BASIS. EACH OF THE IBO AND WYZEMEDIA SPECIFICALLY AGREE THAT IT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING. E. JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, FOR ANY REASON, IF NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE IBO AND WyzeMedia HEREBY WAIVE ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW. F. Delegation to Arbitrator. Except as provided in subsection 23(C) above, I acknowledge and agree that the arbitrator(s), and not any federal, state, or local court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or validity of these Dispute Resolution Provisions, including without limitation any claim that these Dispute Resolution Provisions are void or voidable. G. Severability. If any provision contained in these Dispute Resolution Provisions is deemed invalid or unenforceable, such provision shall be modified automatically to the minimum extent necessary to render the parties’ agreement to arbitrate valid and enforceable. If a provision conflicts with a mandatory provision of Applicable Law, the conflicting provision shall be severed automatically and the remainder construed to incorporate the mandatory provision. In the event of such severance or modification, the remainder shall not be affected. H. Termination. The Dispute Resolution Provisions shall remain in effect even after termination of the IBO Agreement or the termination of the IBO’s business association with WyzeMedia. 24. RESTRICTIVE COVENANTS A. For purposes of this Section 24, the following capitalized terms shall have the meanings provided below: “WyzeMedia Products and Services” means, collectively, all products or services offered for sale by WyzeMedia, any WyzeMedia Company, or any WyzeMedia Provider, and all physical goods, software, applications, or other materials offered for sale by such parties. WyzeMedia Products and Services do not include WyzeMedia Business Tools. “Customer” means a person or entity that utilizes and/or purchases WyzeMedia Products and Services, and includes any IBO that utilizes and/or purchases WyzeMedia Products and Services for their personal use. “Downline” means, with respect to your IBO organizational hierarchy, all IBOs who fall at the first level or below underneath your IBO position. “Participating Party” means a shareholder, partner, or beneficial owner of an IBO position that holds an interest in the IBO position equal to five percent (5%) or more of the total interest therein, or any individual that acquires Customers or recruits potential IBOs in connection with an IBO position as permitted under the IBO Agreement. “Restricted IBO” means any individual that is or, within the past one hundred twenty days (120) days, has been, party (directly or as a Participating Party) to an IBO Agreement with WyzeMedia or, if you or your Downline have engaged in business outside of the United States, any other WyzeMedia Company. “Solicit” means, in effect or by intent, to request, recruit, enroll, sponsor, entice, induce, influence, or encourage, in each case in any way and through any means or method (including, without limitation, communications made affirmatively or responsively, directly or indirectly, expressly or implicitly, or personally or through or with one or more third parties). “Solicitation” is the noun form of the verb “Solicit.” Solicitation includes, without limitation, person-to-person meetings, phone calls (e.g. direct phone calls and three-way calls), emails, text messages, chat messages, and social media postings. B. Customer Non-Solicitation. During the term of this Agreement and for a period of two (2) years after the expiration or earlier termination hereof, I agree that I shall not Solicit any Customer to whom I have successfully marketed WyzeMedia Products and Services within the immediately prior two (2) years to (i) move their business away from any WyzeMedia Company, another IBO, or any WyzeMedia Provider; or (ii) purchase products or services that are the same as or similar to any WyzeMedia Products and Services offered by another provider or distribution channel other than as specifically designated or approved in writing by WyzeMedia. I acknowledge and agree that all Customers Solicited by an IBO for the promotion or sale of WyzeMedia Products are deemed to be Customers of WyzeMedia (or the applicable WyzeMedia Company or WyzeMedia Provider) and not of the IBO, whether or not the IBO originally introduced, procured or brought such Customer to WyzeMedia or the applicable WyzeMedia Company or WyzeMedia Provider. I further acknowledge and agree that I shall not Solicit Customers for goods or services similar to and competitive with WyzeMedia Products and Services through any channel other than as specifically permitted in this Agreement or approved in writing by WyzeMedia. C. Restricted IBO Non-Solicitation. During the term of this Agreement and for a period of two (2) years after the expiration or earlier termination hereof, I agree that I shall not Solicit any Restricted IBO to participate, personally or through any entity or other medium, in another multi-level marketing, network marketing, or other direct selling business opportunity (other than an WyzeMedia Company). I acknowledge that because direct selling is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the Internet and telephone, any effort to narrowly limit the geographic scope of this non-Solicitation provision would render it wholly ineffective. Therefore, I acknowledge and agree that, subject to the above definition of “Restricted IBO”, it is reasonable that the foregoing Solicitation prohibition extends to all markets in which WyzeMedia or the other WyzeMedia Companies conduct business. Notwithstanding the foregoing, I shall not be restricted under this subsection 24(C) from Soliciting any Restricted IBO so long as: (1) I cancel this Agreement within the three (3) day Cooling Off Period described in the WyzeMedia Policies & Procedures, or (2) (i) I am within my initial 12-month term with WyzeMedia (as opposed to any Renewal Term), and (ii) I have not at any time achieved a AD (Area Director) compensation level or higher, and (iii) such Solicitation occurs without the use, aid, assistance, or participation of any other current or former IBO with an existing non-Solicitation obligation to WyzeMedia or another WyzeMedia Company. Furthermore, I acknowledge and agree that this subsection 24(C) shall not restrict me from Soliciting individuals through presentation to groups or through other mass communications, in each case consisting of an audience of 50 or more individuals, where I do not know and have no reasonable basis to know that any Restricted IBO is part of such audience; provided, however, that: (a) any such communication is not targeted to any Restricted IBO; (b) the audience is not intended to include any Restricted IBO; (c) I have no person-to-person interaction with any Restricted IBO directly or through a third party (whether before, during, or after the communication); and (d) all such communications are transmitted in compliance with Applicable Law. Other than such permitted communications, in the absence of knowing whether an individual is a Restricted IBO, I acknowledge that it is reasonable for me to enquire of any individual whether he or she is a Restricted IBO or whether any audience includes Restricted IBOs prior to making any Solicitation that would be prohibited under this subsection 24(C), and to then exclude any Restricted IBO prior to making the Solicitation. D. Additional Restrictions. During the term of the Agreement and for a period of two (2) year s after the expiration or earlier termination here, I agree that I shall not enter into a direct marketing relationship or any type of relationship with any WyzeMedia Provider or any other distribution or sales channel for any WyzeMedia Provider. I shall not directly or indirectly compete with WyzeMedia. I shall not directly or indirectly contact E. Compensatory Damages for breach of contract. In addition to any and all other remedies of law or compensatory damages due or awarded in payment for economic loss or breach of this agreement. It does not include punitive or exemplary damages or the multiple portion of any multiplied damage award, For intentional torts the IBO agrees to immediately pay $5,000 for each person affected by an intentional tort and $25,000 for each incident for compensatory damages to WyzeMedia. F. Survival of Restrictive Covenants. I acknowledge and agree that my obligations under this Section 24 shall survive the expiration or earlier termination of this Agreement for any reason. I further acknowledge and agree that, notwithstanding anything to the contrary contained in the IBO Agreement, in addition to any other compensatory damage awarded to WyzeMedia, temporary and permanent injunctive relief is an appropriate remedy to prevent further damage to WyzeMedia, any WyzeMedia Company, or any WyzeMedia Provider for my violation of the provisions of subsections 24(B), 24(C), or 24(D) above. 25. The IBO Agreement, including its formation, construction, interpretation, and enforceability, is governed by and shall be construed in accordance with the law of the State of Florida, without regard to its choice of law rules. Notwithstanding the foregoing, each of the IBO and WyzeMedia acknowledge and agree that the relationship between the parties is an interstate commerce transaction and, accordingly, the Dispute Resolution Provisions set forth in Section 23 above, and the interpretation and the enforceability of the Dispute Resolution Provisions, are and shall be governed by the Federal Arbitration Act, notwithstanding any other law to the contrary, and no state law shall apply if and to the extent such state law is preempted by the Federal Arbitration Act. Subject to the foregoing, the substantive law of the State of North Carolina shall govern the substance of any Dispute arbitrated under the Dispute Resolution Provisions. Further, any court proceedings between an IBO and WyzeMedia shall be governed by the laws of the State of Florida, without regard to its choice of law rules, and such proceedings shall take place in Florida; provided, however, that if an IBO brings a small claims action as permitted in subsection 23(B)(b) above, the IBO may do so in the jurisdiction of the IBO’s address on file with WyzeMedia. Subject to the arbitration requirements contained in subsection 23(B) above, for any court action brought in a jurisdiction consistent with the foregoing sentence, each of the IBO and WyzeMedia agrees to submit to the personal and exclusive jurisdiction of such court and waives any objection as to venue or inconvenient forum. 26. I acknowledge and agree that the following amendments or modifications to the IBO Agreement may be made only by way of mutual consent: any amendment or modification (i) to or of the Dispute Resolution Provisions, or (ii) that extends any of the time periods, or otherwise expands the restrictions applicable to me, in each case contained in Section 24 above. In the event of a change to the IBO Agreement requiring mutual consent, WyzeMedia will deliver email notice to the IBO of such change and the IBO shall have ten (10) days from the receipt of such notice to terminate the IBO Agreement by written notice to WyzeMedia, failing which, the IBO will be deemed to have consented to the relevant changes and such changes will be immediately effective without any further notice upon the expiration of such 10-day period. With the exception of aforementioned changes that require mutual consent, I acknowledge that WyzeMedia fully reserves its right to amend or modify this Agreement at any time by notifying me of the changes by emailing me or posting the revisions on the WyzeMedia website (www.WyzeMedia.com) or in the WyzeMedia Back Office, and any such changes to this Agreement may be made effective at WyzeMedia’s election upon the date of execution, or the date of WyzeMedia’s posting of the amended Agreement, or prospectively to a date specified in the amendment. This Agreement shall not be modified or amended except as described herein and no amendment shall apply retroactively. 27. The IBO Agreement constitutes the entire agreement and understanding between me and WyzeMedia, any WyzeMedia Company, or any third party regarding the subject matter hereof and supersedes any and all prior or contemporaneous agreements, representations, commitments or understandings, whether oral or written, made by or between WyzeMedia and me. I acknowledge and agree that I am not relying and have not relied on any oral or written statements or representations made by WyzeMedia, any WyzeMedia employee, or any other IBO regarding the subject matter hereof other than those expressly set forth herein. Except as otherwise expressly stated in these Terms and Conditions, in the event of a conflict between the terms and conditions contained in the agreements comprising the IBO Agreement, the following order of precedence shall apply: first, (i) the Dispute Resolution Provisions, then (ii) these Terms and Conditions, then (iii) the WyzeMedia Policies & Procedures, and lastly (iv) the WyzeMedia Compensation Plan. For purposes of this Agreement, the addresses (physical and email) submitted by me with my IBO application are deemed to be my correct address unless and until I provide to WyzeMedia notification of a change of address in accordance with the WyzeMedia Policies & Procedures. 28. I understand that I may not assign this Agreement, or any portion thereof, or any of the duties, obligations or liabilities contained herein, without the prior written consent of WyzeMedia, which consent may be withheld, conditioned, or delayed in WyzeMedia’s sole discretion. WyzeMedia may assign this Agreement at any time and without my consent, and upon such assignment WyzeMedia shall be relieved of any and all duties, obligations, and/or liabilities arising from this Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties hereto. The WyzeMedia Companies and WyzeMedia Providers are intended third-party beneficiaries of this Agreement. 29. If any provision of this Agreement is determined by an authority of competent jurisdiction to be invalid or unenforceable in part or in whole for any reason whatsoever, the validity of the remaining provisions or portions thereof shall not be affected thereby and such authority should reform the IBO Agreement to the extent necessary in a manner that comes closest to expressing the intention of the invalid and unenforceable provision while rendering the otherwise unenforceable provision or portion thereof valid and enforceable.