Introduction

1.0 Applicability

These Policies and Procedures govern the relationship between BizsSmart, , (“BizsSmart”) or any of its affiliates, subsidiaries or related companies with any person or entity that engages in business as an Independent Business Owner (IBO) or applies to become a Retail Customer of BizsSmart products. Unless the context clearly indicates otherwise, the terms “you” and “your” refer to each Independent IBO or Retail Customer that executes an Independent Business Owner/Retail Customer Application and Agreement that is accepted by BizsSmart. The terms “we, us, our” and the “Company” refer to BizsSmart . These Policies and Procedures, in their present form and as amended from time to time at BizsSmart.’ discretion, are incorporated into and form a part of the BizsSmart Independent Business Owner and Agreement and of the BizsSmart Retail Customer Application and Agreement. All references to time frames are based on USA Eastern Time Zone (ET) unless otherwise stated. In the case of a dispute, these Policies and Procedures, as published and modified from time to time in English, shall be considered the standard for determining and resolving disputes and issues.

1.1 Amendments

BizsSmart reserves the right to amend the terms and conditions and Policies and Procedures, the Compensation Plan, and the Independent Business Owner and Retail Customer Applications and Agreements at any time, as it deems necessary. Those channels of communication include, but are not limited to, posting of information to the BizsSmart Web site, e-mail address to the Independent Business Owner or Retail Customer, announcements in any official BizsSmart newsletter or other publication or mail to the Independent Business Owner or Retail Customer at the address listed on the Independent Business Owner and Retail Customer Applications and Agreements.

1.2 Invalid Terms

Should any portion of these Policies and Procedures, or the Independent Business Owner or Retail Customer Applications and Agreements, or any other instruments Retail to herein or issued by BizsSmart be declared invalid by a court of competent jurisdiction, the balance of any such document and any of BizsSmart rules, applications, or instruments shall remain in full force and effect.

1.3 Waiver

BizsSmart 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 BizsSmart who is authorized to bind BizsSmart in contracts or agreements specifies explicitly in writing that BizsSmart waives any of these provisions. In addition, any time BizsSmart gives permission for a breach of the rules, that permission is specific to the single occurrence, unless otherwise stated, and does not extend to future breaches. This provision deals with the concept of “waiver”, and the parties agree that BizsSmart does not waive any of its rights under any circumstances short of the written confirmation alluded to above.

1.4 Company Use of Applicant Information

The Independent Business Owner or the Retail Customer applicant hereby consents to allow BizsSmart., its Independent Business Owners to process and utilize the Applicant information as submitted in the signed Independent Business Owner or the Retail Customer Application and Agreement for business purposes related to the BizsSmart business. The Independent Business Owner or Retail Customer has the right of access to their personal Application information and to request updates and amendments. The Independent Business Owner or Retail Customer hereby consents to BizsSmart disclosing, now or in the future, such Application information to companies who BizsSmart may, from time to time, deal with to deliver information to its Independent Business Owners or Retail Customers to improve its marketing and promotional efforts.

Each Independent Business Owner shall adopt and live by the BizsSmart Code of Ethics As an BizsSmart Independent Business Owner:

2.0 I will be respectful of each and every person I meet while doing BizsSmart business.

2.1 At all times I will conduct myself and my business in an ethical, moral, legal and financially sound manner (with honesty and fairness and an ethical and professional manner at all times.). I will not engage in activities that would bring disrepute to BizsSmart or myself nor will I criticize BizsSmart, its Management, other BizsSmart IBO's, the competition or their products.

2.2 I shall not, by my actions, bring BizsSmart or the image of the Network Marketing industry into disrepute.

2.3 I will be truthful in my representation of BizsSmart products by making no Product or exaggerated financial claims and by clearly stating all terms of sale. I understand that all claims are strictly forbidden.

2.4 I will provide support and encouragement to my customers to ensure that their experience with BizsSmart is a successful and happy experience. I understand that it is important to consistently provide follow-up service and support to my IBO's and Retail Customers.

2.5 I will support the growth and encourage cooperation and support of ALL IBO's including those outside of my own organization.

2.6 I will fairly and correctly represent the BizsSmart Team Compensation Plan and the income potential represented therein. I understand that I am prohibited from using my own income as an indication of other’s potential success, or using compensation checks as marketing materials.

2.7 I will not willfully manipulate the BizsSmart Team Compensation Plan at any time without exception.

2.8 Outside of the United States, I will not undercut or discount prices on any BizsSmart products or sales aids.

2.9 I will ensure that I operate and market my business in an ethical manner that does not compromise the opportunity for other IBO's or misrepresents the income opportunity.

2.10 I will abide by all of BizsSmart Policies and Procedures now and as they may be changed in the future under any circumstances short of the written confirmation alluded to above.

IBO Relationship with BizsSmart

3.0 Becoming an Independent Business Owner

You become an Independent Business Owner when your Independent Business Owner Application and Agreement form has been received and accepted by BizsSmart. BizsSmart reserves the right to refuse any application, and will not be responsible for delays in processing any applications that are illegible or incomplete. If you receive and deposit a commission payment from us; that will also serve to affirm that you agree to be bound by our Policies and Procedures. As an Independent Business Owner you are required to give us your Social Security or Federal Tax ID number where applicable. You must certify under the penalty of law that the Tax ID number and valid personal identification submitted to the Company is correct. BizsSmart will provide the required forms to report your annual gross income from BizsSmart. You have the obligation to maintain records that will enable you to properly and completely report all of your taxable income to the appropriate tax authorities. As an Independent Business Owner, you may enjoy certain tax advantages. Please consult with your tax adviser to determine if your BizsSmart business offers any of those advantages to you.

3.1 Independent Contractor

You, as an Independent Business Owner, are an independent contractor. You are not an agent, employee, partner, or joint venture with BizsSmart.

You may not represent yourself as anything other than an Independent Business Owner. You have no authority to bind BizsSmart to any obligation.

You are responsible for paying your own self-employment taxes, federal income taxes and any other taxes or financial obligations required by law. You must obey any federal, state, and local laws, as well as BizsSmart rules and regulations pertaining to your independent BizsSmart distributorship or the acquisition, receipt, holding, selling, distributing or advertising of BizsSmart products or opportunity.

3.2 Indemnification

You agree to indemnify and hold BizsSmart, its officers, agents, and directors harmless from any claim, damage, liability or loss arising out of your activities as an Independent Business Owner.

3.3 IBO Eligibility and Restrictions

You must be of legal age and legally competent in the jurisdiction in which you reside in order to be an Independent Business Owner. For example, legal age in the United States is eighteen years old.

3.4 Spouses are encouraged to be joint IBOs in one position, but are allowed to each have their own IBO position with BizsSmart. Spouses must join the same line of sponsorship as his or her spouse and be directly sponsored by them. Change of the original sponsor is not permitted. The actions of one spouse will be attributed to both spouses. Once enrolled a spouse may not be moved.

3.5 You may have a financial interest in No More Than One (1) IBO position.

3.6 A Corporation, Partnership or Trust may become an Independent Business Owner. Legal entities must submit certified copies of their formation documents and attest to the management and ownership of the entity or, in the case of a trust, the name of the Trustee and the Beneficiaries. The entity must also submit a certificate of good standing from the jurisdiction in which it was formed if such a certificate is provided by that jurisdiction. All of these documents must be submitted within five (5) business days of the acceptance of the entity’s Independent Business Owner Application and Agreement. The authorized officer, agent or trustee must sign the Independent Business Owner Application and Agreement form. The actions of corporate shareholders, officers, directors, agents or employees and the actions of partnership partners, agents or employees, which do not conform to BizsSmart’s policies shall be attributable to the entire corporate or partnership entity.

3.7 Unincorporated Businesses (Proprietorships) with unique IRS issued taxpayer identification numbers (not the social security number of the proprietor,) where applicable, may become an Independent Business Owner. Proof of the issuance of the taxpayer identification number must be submitted to BizsSmart.

3.8 BizsSmart, while allowing the above identified business entities to be IBO's, will tie recognition to the primary applicant (electronic signature on agreement) as the authorized representative of said entity.

3.9 BizsSmart reserves the right to approve or disapprove any change you propose to make to your business name or structure, the formation of partnerships, corporations, and trusts for tax, estate planning, and limited liability purposes. Before we can approve such a change, you must complete a new Independent Business Owner Application and Agreement and file it with us outlining the BizsSmart proposed change and the reasons for the proposed change.

3.10 If you are considering selling your IBO Position, there is a legal procedure you must follow to gain approval of the request. A BizsSmart Position may be sold only after BizsSmart has approved the request in writing. We will not allow an IBO Position to be sold if it has not been actively engaged in retail selling of BizsSmart products or the Sponsoring of new IBOs and has been an active “paid-as” Executive for the previous six (6) consecutive months. We will only approve a proposed sale/transfer of the IBO Position if you have first given us at least thirty (30) days written notice of the proposed terms of the sale to a bona fide purchaser and allowed BizsSmart to exercise a First Right of Refusal. You can request these forms through the Compliance Department at the BizsSmart Home Office. No Retail Customer Position may be sold or assigned.

3.11 A First Right of Refusal simply means that BizsSmart has the right to purchase an IBO position for the same amount as contained in an offer that the owner has received (and wants to accept) from another buyer. In this situation, the owner is first obligated to offer their down line for sale to BizsSmart at the same price contained in the offer they’ve received. BizsSmart can then either agree to purchase the position for the same price, within thirty (30) days or decline and allow the other buyer to move forward and complete the purchase.

3.12 Retail Customer Program

The Retail Customer Program is for a person who wishes to purchase BizsSmart products at Retail prices, but does not want to participate in the income opportunity. You become a Retail Customer when your Retail Customer Application and Agreement is received and accepted by BizsSmart.

3.12.1 As a Retail Customer you will not occupy a position in the All Fuel Express organization structure. As a Retail Customer you are permitted to purchase As a Retail Customer and you may refer customers to your website who wish to order products or enroll as an Independent Business Owner or Retail Customer. However, you will not participate in the BizsSmart compensation plan available only to Independent BizsSmart IBO. As a Retail Customer you are not required to provide BizsSmart with your date of birth, Social Security or Tax ID Number.

3.12.2 A Retail Customer may, within the first 12 months of original signup, elect to become an IBO and have their Retail Customer position converted into an IBO Position by completing and submitting an Independent Business Owner Application and Agreement. Retail Customers converting to IBO status will have their placement position converted to that of Independent Business Owner and will become eligible to accumulate volume and earn future compensation based upon the BizsSmart Compensation Plan. No bonus will be paid before the conversion to IBO position.

3.12.4 Annual Renewal

As an Independent Business Owner or a member of our Retail Customer Program, you must renew your membership in order to continue enjoying the benefits of BizsSmart. As a convenience, BizsSmart will automatically renew your IBO Position by charging your most recently used payment method. If you do not renew, you will lose your benefits.

3.13 Change of Sponsorship

As an Independent Business Owner, you are the Enrolling Sponsor of any IBO or Retail Customer that you directly Retail and sponsored into the Company. A Placement Sponsor is the sponsor that will be directly upline of the new IBO. You can be both the Enrolling Sponsor and Placement Sponsor. We will recognize the sponsorship positions as listed on the Independent Business Owner Application submitted by a new Independent Business Owner. If we receive more than one application, the one we accept first will be recognized as the enrolling sponsor. If your IBO Position is terminated for any reason whether voluntarily or involuntarily, you may not rejoin BizsSmart for a minimum of six (6) months from the date of termination. If you allow your IBO position to lapse by way of failure to renew and you continue to order, you must still wait a minimum of six (6) months from the date of your last order before you may sign up in a new position.

Ordering, Purchasing and Reselling Products

4.0 Initial Purchase

You are not required to purchase any product in order to be an Independent Business Owner or Retail Customer. Except where prohibited by law, you are required to pay a $20.00 USD at the time of submission of your Independent Business Owner or Retail Customer Application and Agreement to BizsSmart. This payment is an IBO Administrative fee and must be renewed annually. The annual fee is non-refundable.

4.1 Inventory Purchases

The BizsSmart program is built on retail sales to the end consumer.

BizsSmart encourages its IBOs to only purchase inventory that they and IBOs of their family will personally consume, or which will be resold to others for their ultimate consumption or resale. BizsSmart reserves the right to limit the amount of purchases you may make, if, in our sole judgment, we believe those purchases are being made solely for qualification or recognition purposes instead of for consumption or resale. Retail Customers are permitted to purchase products for their personal use only, and not for resale.

4.2 70% Resale Rule:

To be eligible for bonuses, an IBO must meet BizsSmart’s qualification requirements and comply with the 70% Resale Rule. Under this rule, you may not order additional product unless you have sold or used for personal or family use at least 70% of the product that you have previously purchased. The verification section on BizsSmart’s order form is designed to support the 70% Resale Rule. However, you make the certification that you have used or resold at least 70% of your prior orders regardless of the method that you use for placing the order.

4.3 Payment

All orders must be accompanied by proper payment including all applicable shipping/handling fees and sales tax. We will not process orders that are not accompanied by full and proper payment. If paying by electronic check, please allow 10 business days for the check to process. Although appropriate Commissions will be earned at the time the order is accepted, your order will only ship once the check clears our bank.

4.4 Autoship

You can ensure that you receive a shipment of our products every 30 days by enrolling in Autoship. If your Autoship is for the amount required to remain active in each 30-day period, it assures that you remain “Active” and that you are eligible for ongoing Bonuses in conjunction with the other qualifications for receiving bonuses. It also eliminates the inconvenience of placing monthly orders.

4.5 Your Autoship order will typically be placed every thirty (30) days from the date you originally establish your order, or on the date of your choosing. If the processing date falls on a weekend or holiday, the Autoship will be processed and shipped the following business day. If payment has not been received and processed by the due date, the Autoship order will not be sent, and your qualifications for active status and bonus pay may not be met.

4.6 You may change an Autoship order. You can make your Autoship changes online directly in your replicated Web site office.

4.7 You may terminate your Autoship order at any time. If you do, however, you may be ineligible to earn Bonuses.

4.8 Autoships may only be established or amended by the IBO or Retail Customer responsible for receipt and payment of these orders – without exception.

4.9 Sponsoring IBOs may not set up these types of ongoing orders on behalf of their new IBO or Retail Customer.

4.10 Any IBO or Retail Customer that fraudulently signs up a person unknowingly as an IBO or Retail Customer will have their Membership terminated. In addition, BizsSmart may pursue fraudulent behavior, for any misrepresentation of the BizsSmart Opportunity, using all legal means available.

4.11 Resale of Product

Only authorized Independent Business Owners of BizsSmart may purchase BizsSmart products for resale. Customers are not permitted to resell products.

4.12 BizsSmart products may not be sold through catalogues or other mass retail sales medium, infomercials or television, without the prior written approval of BizsSmart.

4.13 Internet product sales may be made only on BizsSmart approved IBO or Retail Customer Web sites. BizsSmart products may not be sold or displayed on any online auctions, including but not limited to, eBay, UBid, eBay stores, etc.

4.14 BizsSmart products may not be displayed and sold in retail establishments where the primary source of income is the resale of products unless such locations are approved and duly appointed by BizsSmart.

4.15 Only BizsSmart produced, or pre-approved literature, banners, or signage may be displayed on a shelf, counter, or wall.

4.16 Resale of BizsSmart products in any jurisdiction where such re-sales are not recognized or permitted is strictly prohibited.

4.17 Sales Tax

Where applicable, if you are a resident in a state or jurisdiction where BizsSmart collects taxes, we will collect and remit sales taxes on your behalf. The sales tax is based upon the tax rate in the jurisdiction that the product is shipped to. Generally it accessed on the retail price paid by the end consumer. BizsSmart allows IBOs to declare whether an item is for personal consumption or sold at the suggested retail price.

4.18 You hereby agree to indemnify and hold BizsSmart harmless regarding any liability, including financial that we may incur as a result of your failure to properly declare that the products are for personal or retail use.

4.19 Under the terms of these agreements, BizsSmart is required to collect the applicable tax at the time of sale. The jurisdiction is determined by the ship to address of the order. The tax collected will be based on one of four categories:

4.20 The tax will be on the wholesale cost for those orders placed by an IBO or Retail Customer for their own personal or family consumption. This will include all Autoship orders unless you specify they are being purchased for retail sale.

4.21 The tax will be on the suggested retail price of any orders placed by an IBO for resale.

4.22 The tax will be on the actual sales price of any order placed by a retail customer using your site to order.

4.23 The price subject to sales tax will include the shipping charge if the state where the products are shipped requires sales tax be charged on this cost.

4.24 As an IBO, when you sell the products, you should collect the sales tax based on your selling price. The taxes you collect will be a reimbursement for the taxes pre-collected by BizsSmart. You will not have any additional reporting to do.

4.25 Your BizsSmart order will be charged the appropriate tax.

Company Refund Policy

5.0 For Retail Customers

Retail customers have 30 days from the invoice date of their order to initiate a return for a refund. This applies to any order that they place. Shipping and handling costs are non-refundable.

5.1 When you as an IBO sell products at retail, you are the primary party responsible for customer satisfaction. The retail customer must come to you for either a replacement product or for a refund. You make the product

exchange or refund, and then you obtain replacement product from BizsSmart for the returned product.

5.2 You must notify customer support and A Return Merchandise Authorization (RMA) Number will be issued.

5.3 In the event of a dispute between you and your retail customer, BizsSmart will determine the facts and attempt to resolve the issue.

That resolution will be final and not appealable. If we elect to make a cash payment to the retail customer to resolve the dispute, we will charge the payment to your account.

5.4 If the product was sold to and shipped directly by BizsSmart to your Customer, the Customer may contact us directly for return authorization and replacement/refund of the purchase. Customer should allow thirty days for processing of the refund.

5.5 We reserve the right to reject repetitive returns or replacements.

5.6 Refund and Replacement for IBOs

When you, as an IBO, make an authorized product replacement or refund under the Retail Customer Guarantee, we will provide you with the replacement product. You may then either provide the replacement product to your retail customer, or if a refund was made, you can sell the replacement product.

5.7 Product that is determined to be defective will be promptly replaced without charge.

5.8 BizsSmart reserves the right to recoup any commissions or other compensation paid when the product that generated that compensation is returned. In order to do so, we may deduct the outstanding amount prior to paying you any further commissions.

If your bonus check is insufficient to allow us to recover the compensation through a deduction, you agree to repay BizsSmart the amount due.

5.9 We will not repurchase products or issue refunds on products certified as having been consumed or sold under the 70% Resale Rule. Falsely representing the amount of product sold or consumed in order to advance in the marketing plan will be grounds for termination.

In Massachusetts and Wyoming: We will repurchase all unencumbered products in a resalable condition then in the possession of the participant. The repurchase shall be at a price of not less than ninety percent (90%) of the original net cost to the participant returning such goods, taking into account any sales made by or through such participant prior to notification to BizsSmart of the election to cancel.

In Louisiana: We will repurchase all or part of any product that are in a resalable condition at 85% of the original net cost to you, and repay 85% of the original net cost of any services provided to you, and refund ninety percent (90) of any other consideration you paid to us in order to participate in the marketing program.

In Montana: Montana residents who cancel their membership within 15 days are entitled to a 100% refund of any consideration given to participate.

General Operational Policies

6.0 Out-of-Market Sales

You may not sell BizsSmart products, sign up new IBOs or promote the income opportunity in countries or territories that have not been officially opened by BizsSmart. Nor may you export or sell directly or indirectly to others who may export BizsSmart products, literature, sales aids or promotional material relating to BizsSmart, its products or the BizsSmart program from, the United States or its possessions or territories to any other country. Any violation of this rule constitutes a material breach of this contract and is grounds for immediate termination of your IBO Position or Retail Customer status. The reason for this rule is that those who violate this provision could seriously jeopardize or compromise the ability of BizsSmart to obtain governmental approval in countries where approval is pending or planned.

6.1 Confidential Information

In order to assist you in the conduct of your BizsSmart business, we may supply you with reports and information. That information includes, but is not limited to, marketing plans and strategies, products, purchases, pricing and information concerning your down and upline sales organization. (All or any part of that information may be Retail to in these Policies and Procedures as the “Lists.”) You acknowledge and agree that all such information is BizsSmart property and must be held confidential. You agree that you will not directly or indirectly disclose any of the confidential information on the Lists to any third party or use any of the information to compete directly or indirectly with BizsSmart. You also recognize that BizsSmart marketplace is the network marketing industry, and that competition with BizsSmart includes using the Lists in other network marketing companies regardless of the type of product they might sell.

6.2 BizsSmart business relationship with its vendors, manufacturers and suppliers is confidential. You may not contact, directly or indirectly, or speak to or communicate with any representative of any of our suppliers or manufacturers except at a BizsSmart sponsored event at which such a supplier/representative is present at our request. Violation of this regulation may result in termination and possible claims for damages if the

vendor/manufacturer’s association with BizsSmart is compromised by your contact or actions.

6.3 Cross Sponsoring/Other Business Opportunities

An IBO or Retail Customer shall not sell to other BizsSmart IBOs, non-BizsSmart products or in any way promote to such BizsSmart IBO’s the opportunities in marketing programs of other companies.

6.4 You cannot sponsor or attempt to sponsor anyone from another BizsSmart sales group (down line or up line) into any other multilevel marketing (MLM) or network marketing organization. Nor may you introduce other business opportunities to any BizsSmart Independent Business Owner, except those you have personally enrolled. Violation of these policies is grounds for termination of the Independent Business Owner or Retail Customer. It may also give rise to other claims for unauthorized use of our confidential information.

6.5 You may not use BizsSmart’s customer network, or assist others, in using the Lists to sell other products or services. Use of Lists for anything other than marketing operations we have pre-approved is limited to those Independent Business Owners and Retail Customers that you have personally sponsored. Misuse of a List is grounds for, but is not limited to, termination of an IBO Position. The Lists are the exclusive property of BizsSmart. BizsSmart may, at its’ sole discretion, reclaim and take possession of the Lists. You also recognize and agree that misuse of the Lists cannot be fully compensated through monetary damages and, therefore, you agree that we may seek and obtain a temporary restraining order, preliminary and permanent injunctive relief prohibiting you from misusing the Lists. You also understand and agree that we may seek compensatory damages if you misuse the Lists. You also agree that the obligations under this section will survive the termination of your IBO Position.

6.6 Ghost IBOs

The practice of signing ‘Ghost’ IBOs is strictly prohibited. Any instances of this practice will result in immediate termination of the Business(s) involved. ‘Ghost’ IBOs are individuals or entities that are not aware of or have not given their express written agreement by knowingly signing an BizsSmart Independent Business Owner Application and Agreement or BizsSmart Retail Customer Application for their enrollment into BizsSmart as an Independent Business Owner or Retail Customer. In the case where there is no evidence or means to verify that the information on a BizsSmart Independent Business Owner Application and Agreement or BizsSmart Retail Customer Application is valid the application will be deemed to be a Ghost IBO.

6.7 Income Claims

IBOs or Retail Customers may not make any revenue or income claims, projections or misrepresentations. “Check flashing”, false, deceptive or misleading claims regarding the opportunity or products are prohibited. We firmly believe that the BizsSmart opportunity is great. Neither BizsSmart nor any of the Independent Business Owners need to resort to artificial and unrealistic projections. BizsSmart Independent

IBO earning claims should not be construed as representative of a fixed, or standard earnings from any BizsSmart business. The income levels achieved by BizsSmart Independent Business Owners are not intended to imply that another IBO will achieve the same level of income. The income levels achieved will be dependent upon the individual IBO’s business skills, personal ambition, time, commitment, activity and demographic factors.

6.8 Product Claims

You may not make any product claims at all.

6.9 Disciplinary Actions

If you violate any of the Policies and Procedures OR engage in any illegal, fraudulent, deceptive, or unethical business conduct, we may, at our sole discretion, invoke any disciplinary action that we deem appropriate. Among the potential disciplinary actions are:

a. Issuance of a written warning or admonition.

b. Imposition of a fine, which may be imposed immediately or withheld from future bonus or commission checks.

c. Reassignment of all or part of your down line organization.

d. Suspension, which may result in termination or reinstatement with conditions and/or restrictions.

e. Termination of your Independent Business Owner or Retail Customer position.

We will use our best efforts to first give you notice of the alleged violation and allow you to present facts that show that there has been no violation. However, if we believe that the violation is of a serious nature, we reserve the right to make our determination and take action without prior notice.

6.10 If you attempt to circumvent the Policies and Procedures to accomplish something indirectly that has been directly prohibited, you will be disciplined as if the applicable policy had been directly violated.

6.11 Suspension or Termination

You are not required to make any purchase in order to become an Independent Business Owner or Retail Customer, other than an annual administrative fee. You are not required to maintain an inventory of any kind in order to become an Independent IBO or Retail Customer. You may terminate your Position at any time for any reason by giving BizsSmart written notice of your termination.

6.12 We may suspend or terminate your IBO or Retail Customer status as a corrective action for any violation or alleged violation of the IBO or Retail Customer Application and Agreement, or any violation of the Policies and Procedures. Whenever there is a complaint or evidence of a prohibited activity, generally, we will contact you to let you know that we suspect a violation of a Company Policy or Procedure. We will generally offer you an opportunity to present facts that would show that you have not violated the Policy or Procedure. We reserve the right to make the final determination as to whether the Policy or Procedure has been violated and our decision is final and may not be appealed.

6.13 If we determine that suspension is an appropriate remedy, it could include any or all of the following:

All bonuses, commissions, prizes or recognition could be withheld. You could be restricted from participating in any BizsSmart activity, event or contest. You could be excluded from participating in any BizsSmart meetings, training or corporate sponsored events even if the qualification period for such events was prior to the suspension.

6.14 If we determine that termination is the appropriate remedy, you must immediately quit representing yourself as a BizsSmart Independent Business Owner.

6.15 If your IBO Position is terminated for any reason, you will lose your down line and any IBO compensation. If you decide to reapply for BizsSmart IBO, you will have to wait at least six (6) months from your termination date to submit the application.

6.16 After termination, you will still be liable for any compensation or bonus deductions that you would have had to pay as the result of returns that occur in your down line. If we have to file a lawsuit to collect those amounts, you agree to pay any collection and legal costs that we incur. We may also notify credit-reporting agencies of any delinquency.

6.17 Dispute Resolution and Governing Law

If a controversy or claim arising out of or relating to the IBO or Retail Customer relationship or to BizsSmart products cannot be resolved by negotiations, you and BizsSmart agree to submit the dispute to the American Arbitration Association (AAA) for binding arbitration in Clark County, Arizona. Clark County, Arizona shall be deemed the sole and exclusive jurisdiction and venue of any dispute between you and BizsSmart. The Independent Business Owner Application and Agreement and the Retail Customer Application and Agreement shall each be governed in all respects by the laws of the State of Arizona, without reference to its choice of law provisions.

6.18 If the laws of any jurisdiction impose any requirement that is different from or in addition to those set forth in these Policies and Procedures, then the Policies and Procedures shall be deemed amended in conformance with those laws as to that jurisdiction only.

Advertising and Use of Company Name

7.0 Use of Trademarks, Copyrighted Materials and Intellectual Property.

Independent Business Owners and Retail Customers may not use any part of our trademarks, images, trade-names, copyrights, written, printed, recorded or other types of intellectual property in advertising, promoting or describing BizsSmart’s products or marketing program, unless it has been submitted to BizsSmart and approved by us in writing prior to being disseminated, published or displayed.

7.1 As an Independent Business Owner or Retail Customer, you are responsible for any verbal and written statements you make regarding BizsSmart products and compensation plan that are not expressly contained in writing in the current Independent IBO Agreement or P Retail Customer Agreement, or advertising or promotional materials provided by us. You must indemnify BizsSmart and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorneys’ fees, court or arbitration costs or lost business we incur as a result of any unauthorized representations that you make.

7.2 Internet and Web Site Policy

BizsSmart maintains an official corporate Website and provides Web sites to all active-status Independent Business Owners and Retail Customers. All Independent Business Owners and Retail Customers must use the BizsSmart-provided Web sites only. Third-party

Web sites will not be allowed. An Independent Business Owner may advertise on the Internet by placing a pre-approved “Banner image” on Web sites that link directly to their BizsSmart-provided Web site. You may only use your BizsSmart-provided Web site in connection with your BizsSmart activities. All Independent Business Owners and Retail Customers must implement and publish a privacy policy that protects any information gathered from being sold or used by anyone else.

7.3 Independent Business Owners and Retail Customers may not use BizsSmart trademarks, or any derivatives or confusingly similar variations of its mark, in a manner that is likely to cause confusion, mistake or deception as to the source of the products or services advertised.

7.4 You may not submit or use BizsSmart trademarks or any derivative or confusingly similar variation of its trademarks or trade name to an Internet search engine or “pay per clicks” service.

7.5 You may not post “BizsSmart” or any derivative or confusingly similar variation of its trademarks or trade name on any internet forum, discussion group, news group or online auctions.

7.6 You may not use “BizsSmart” trademarks or trade name in registering any business name or e-mail address or Internet domain or sub-domain name, Web site text, meta-tag list, telephone number, or in any other address or title in any in the U.S. or any country.

7.7 You agree to immediately re-assign to BizsSmart any registration of BizsSmart names, trade names, trademarks or Internet domain names registered or reserved in violation of this policy. The provisions of this section survive the termination of the Contract. Failure to promptly reassign any registration will result in suspension, termination and we may institute legal proceedings against you.

7.8 BizsSmart, in its sole discretion, will determine whether a variation of its trademark is a derivative or confusingly similar.

7.9 Electronic Mail Advertisements: All advertisements sent via e-mail, telephone or facsimile must comply with all anti-spamming laws for the state or country where the intended recipient resides. The Independent Business Owner is under obligation to research and comply with all laws concerning unsolicited commercial e-mail. Under United States law, it is unlawful “to use any telephone, facsimile machine, computer, or other device to send an unsolicited advertisement. Electronic mail advertisement means any e-mail message, the principal purpose of which is to promote, directly or indirectly, the sale or other distribution of goods or services to the recipient.” (CAN-SPAM Act of 2003).

7.10 Marketing/Promoting Your Business (Telephone, Business Title, News Media and Print Advertisement)

Phone Etiquette: As an Independent Business Owner or Retail Customer, you may not answer your phone or have a recorded message only using the name BizsSmart. Your greeting or message may only state and must specifically state you are a “BizsSmart Independent Business Owner.”

7.11 Phone Directory: Any Independent Business Owner may place a text listing of its name in the white or yellow pages of a telephone directory followed by “BizsSmart Independent Business Owner.”

7.12 Business Title: If an Independent Business Owner selects a business title, the title must clearly state that the Independent Business Owner is an “BizsSmart Independent Business Owner.” An Independent Business Owner’s title may not imply that the Independent Business Owner is an employee or agent of the company. Each time BizsSmart logo or name is used in writing and in relation to an Independent

IBO the Independent Business Owner must identify itself as a “BizsSmart Independent Business Owner” and include the small “signifying the mark is trademarked.

7.13 News Media: BizsSmart Independent Business Owners and Retail Customers are not permitted to contact the news media to promote BizsSmart and/or their independent BizsSmart business. If contacted by the news media, Independent Business Owners and Retail Customers are required to have the news media call BizsSmart at 480-626-0896 or e-mail support@bizssmart.com. Any interviews of Independent Business Owners or Retail Customers by the news media must have prior approval and be coordinated through the BizsSmart Home Office. Any violation of these news media policies may result in immediate termination of status.

7.14 Print Advertisement: Some Independent Business Owners use classified advertising in the newspapers to find prospects. The following rules apply:

a. No advertisement may imply that a job or position is available.

b. No specific income or income claims can be promised.

Advertisements may not contain references to BizsSmart or its products.

You may not use any of BizsSmart trademarks or trade names.

7.15 Print Advertisement: Independent Business Owners must obtain prior written approval from the Compliance Department for all advertising.

7.16 Repackaging Products

Under no circumstances may an Independent Business Owner print their own product labels or repackage BizsSmart products. Products are to be sold in their original packaging only.

7.17 Trade Shows

With our written authorization, you, as an Independent Business Owner, may present our products and income opportunity at trade shows. We must receive a written request for participation in trade shows at least three weeks prior to the show. Only BizsSmart products and/or opportunity may be offered in the trade show booth. Only BizsSmart produced marketing materials may be displayed or distributed. You may not sell or promote our products or income opportunity at flea markets, swap meets or garage sales.

7.18 Unsolicited Activities

The following activities are prohibited, except to your own down line:

Automatic calling devices or “boiler room” operations

E-mail Broadcasts

Fax Broadcasts

Electronic mail advertisement (e.g., spamming)

7.19 Release for use of Photo, Audio, or Video Image, and/or Testimonial Endorsement

As an BizsSmart IBO or Retail Customer, you grant to BizsSmart, its successors, assignees, employees and agents, the absolute and irrevocable right and permission, to reproduce, use, re-use, create derivative works, broadcast, rebroadcast, publish, or republish any such photos, audios, videos, or endorsements, in all or in part, individually or in conjunction with any other photograph, audio or video, or any other endorsement, in any current or future medium and for any purpose whatsoever, including (but not by way of limitation) marketing, advertising, promotion, and/or publicity; and to apply for copyright protection for such photograph, audio works and/or video works, in the original form or as republished, in the name of BizsSmart, or in any other name as BizsSmart may select. In addition, to the extent you own any right, title, or interest, including any copyrights, in any photograph, audio works, video works, audiovisual works, any endorsement, or any other original works of authorship in connection with BizsSmart products, services, or business, you shall promptly assign any and all such rights, title, and interest to BizsSmart, and you shall assist BizsSmart to obtain copyright protection or other forms of protection for such assigned rights, title, and interest. Regardless of any other agreements or contracts you may have with any other entity, you agree that any use by BizsSmart as set forth in this section shall be royalty free and not subject to any other claim. You agree to defend and indemnify BizsSmart against any claims by any other party arising out of BizsSmart use of the rights granted herein.

7.20 You confirm that the information you give as a testimonial endorsement, or as represented in a photograph, video or audio is true and accurate to the best of your knowledge. You waive any right you may have to inspect, approve or revoke the finished or unfinished product(s), the advertising copy, printed, recorded, photographic or video matter that may be used in connection with it or any use that may be made of it.

7.21 You agree to release and discharge BizsSmart, and its successors, assignees, employees, and agents, from any and all liability, claim and/or demands arising out of or in connection with the creation and the use of any photograph, video, audio or endorsement, including any claim for slander or defamation.

General Information

8.0 Referral Policy

Occasionally, potential customers will contact BizsSmart directly. Every effort will be made to determine the source of the referral and to give proper credit to the referring Independent Business Owner. If the prospect has not already spoken to an Independent Business Owner, we will forward the information about the prospect to those that have chosen to participate in any Lead Generation Program. We will attempt to distribute all leads according to the terms of any Leads Distribution Program then in effect. This policy does not apply to any special lead or referral promotions that BizsSmart may sponsor.

8.1 Employee Opinions or Representations

From time to time, IBOs ask BizsSmart employees for opinions regarding the meaning of policies, qualifications for commissions, placement or sponsorship changes, down line positioning, etc. Employees may not give their opinions or interpretations of the BizsSmart Policies and Procedures. We are not liable for any such opinions or representations, and you are not authorized to rely on them. You can only rely on our current Policies and Procedures.

Additional Legal

9.0 Attorney Fees. If any suit, action, or proceeding is brought to enforce any term or provision of this

9.1 Contract, the prevailing party shall be entitled to recover reasonable at-torneys’ fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled.

9.2 Successors and Assigns. The Contract will be legal and binding upon and inure to the benefit of the heirs, devisees, executors, administrators, personal representatives, successors, and assigns (as applicable) of the respective par-ties hereto.

9.3 Limitation of Liability. To the extent permitted by law, the Company, its di-rectors, officers, Independent Business Owners, managers, shareholders, em-ployees, assigns and agents (collectively referred to as “Responsible Parties”) shall not be liable for, and the Independent Business Owner releases Company and its Responsible Parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses in-curred or suffered by Independent Business Owners as a result of: Independ- ent Business Owner’s breach of the Contract, the promotion or operation of the Independent Business Owner’s and the Independent Business Owner’s Business; Independent Business Owner’s incorrect or wrong data or infor-mation provided to the Company or its Responsible Parties; or the Independ-ent Business Owner’s failure to provide any information or data necessary for the Company to operate its business.

DEFINITIONS

Independent Business Owner (IBO): An IBO is someone that has purchased a Join Package and has paid the annual enrollment fee for their back office.

Agreement: This is a contract between the Company and the IBO. This in-cludes the IBO Application and Agreement, the Company’s Policies and Proce-dures, the Company’s Compensation Plan, and the Business Entity Form (where appropriate), all in their current form and as amended by Company’s in its sole discretion. These documents are collectively referred to as the “Agreement.”

Active Rank: The term “active rank” refers the current rank of an IBO as de-termined by the Company’s Compensation Plan.

Upline: This term refers to the IBO or IBO’s above a particular IBO in an en-rollment line up to the Company. All IBO’s in the genealogy above an IBO are referred to as that IBO’s “Upline”.

Bonus Period: The period as defined by the Company during which Bonuses are calculated and paid to qualified IBO.

Genealogy: This is the Company’s overall structure that indicates how and where Reps are placed. Company supports a Duel Team Binary Genealogy based on product sales and a secondary Unilevel Genealogy based on sponsor-ship.

Cancel: The termination of an IBO’s business. Cancellation may be either vol-untary, involuntary, through non‐renewal or inactivity.

If you have any questions, please send us an e-mail at support@bizssmart.com or call us at 480-626-0896 and we will make every reasonable effort to ad-dress your concerns and remedy any problems you bring to our attention.

EACH INDEPENDENT BUSINESS OWNER AGREES THAT THE ENTIRE LIABILITY OF THE COMPANY AND ITS RESPONSIBLE PARTIES FOR ANY CLAIM WHATSOEVER RELATED TO THE CONTRACT, BUT NOT LIMITED TO, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR EQUITY, SHALL NOT EXCEED, AND SHALL BE LIMITED TO, THE AMOUNT OF PRODUCTS THE INDEPENDENT BUSINESS OWNER HAS PURCHASED FROM THE COMPA-NY THAT ARE IN RESALABLE CONDITION.