Terms of Service

Digital View Tube LLC (DVT)
Opportunity Zoom's Terms of Service

1. LEGAL AGREEMENT

These DVT Terms of Service comprise a legal Agreement ("Agreement") between You (the customer submitting an order form associated with this Agreement or otherwise using DVT Services) and DVT and govern Your use of DVT Services. BY ORDERING DVT SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, AS MODIFIED FROM TIME TO TIME. If you do not agree to these Terms of Service, do not order or use any DVT Services.

"You" means You, Your company, Your employees, and anyone who has access to use Your DVT account. You must be at least eighteen (18) years of age to subscribe to and use any DVT Service.

You agree to familiarize yourself with, and to regularly review, the Terms of Service, and other terms and guidelines published by DVT and abide by them if you choose to use the DVT Services to which such terms apply. DVT reserves the right to change the Terms of Service at anytime without notice. If you continue to use DVT Services after any such changes, your continued use will constitute your consent to such changes. DVT agrees to identify the date of last revisions of its Terms of Service.

If you have questions about these Terms of Service, please send an email to support@OpportunityZoom.com

2. YOUR WARRANTIES

By subscribing to or receiving any DVT Service, you make the following representations and warranties. DVT shall have the right to terminate your DVT account, without notice at any time, if any representation or warranty made by you proves to be untrue in any respect.

You represent and warrant that:

· You and all users of the DVT Services approved by you are at least eighteen (18) years of age;

· You have the legal capacity and authority to: (a) enter into binding contracts for the sale and purchase of goods and services, (b) be bound by these Terms of Service, (c) subscribe to and use the DVT Services, including, where applicable, the buying, selling and listing of items, in accordance with these Terms of Service, and (d) if you are acting in a corporate capacity, bind your company;

· You will not use the DVT Services for any purpose that is unlawful, or prohibited by these Terms of Service (as may be modified from time to time);

· All information and content supplied by you or by others using any DVT Services, including but not limited to all information submitted as part of the registration and subscription process and all content included in e-mails delivered by you via any DVT Services (collectively, "customer content"), is true and accurate;

· Any products or services advertised, sold or otherwise distributed by you on or in connection with any customer content are legal for sale or distribution; that you have all licenses necessary to sell or advertise the goods or services offered for sale or distribution and that all sales and advertisements will be in compliance with applicable law;

· You own or have the right to use all of the intellectual property, proprietary and similar rights necessary for all customer content, and all products and services sold or otherwise distributed by you or on your behalf that are referred to in the customer content;

· Your delivery of emails in connection with any DVT Services is in full compliance with the CAN-SPAM Act of 2003; and

· You have secured required permission to use any person's name, voice, likeness or performance as embodied in any customer content, and nothing in the customer content will otherwise infringe on the privacy or publicity right of any individual.

By using the DVT Services, you agree that you will defend and indemnify DVT and its suppliers from any third party claim related to a breach of any of the foregoing warranties.

3. LIMITATIONS ON YOUR USE OF DVT SERVICES

DVT Services are provided to assist you with the operation of your business. Your right to use the DVT Services are limited to you, your company and its employees. You are solely responsible for contacting any prospect leads and the use of your DVT account. DVT reserves the right to monitor your compliance with these Terms of Service. DVT reserves the right in its sole discretion to: (a) refuse to provide DVT Services if you violate these Terms of Service, and/or (b) edit, refuse to post, or remove any customer content that violates the Terms of Service, without notice at any time.

You may not: (a) restrict or inhibit any other user from using and enjoying such user's rights in DVT Services, or (b) interfere with or disrupt our DVT Services or servers or any network connected to DVT Services.

In addition, you may not use the DVT Services to:

· send unsolicited bulk email, for commercial or non-commercial purposes. Unsolicited bulk email is defined as email sent to more than 10 individuals without their permission;

· rent, lease, license, grant a security interest in, or otherwise transfer or sublicense your rights hereunder to any third party without the prior documented consent from authorized DVT top level management;

· defame, libel, slander, impersonate, abuse, harass, threaten, invade the privacy of or otherwise violate or infringe the legal rights (including the rights of privacy and publicity) of any other person;

· conduct, promote or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, or illegal marketing campaigns;

· harm minors in any way;

· publish, post, distribute, disseminate, advertise or link to any: (i) content, site, topic, name, material or information which is inappropriate, profane, defamatory, libelous, slanderous, infringing, obscene, indecent, or which contains nudity or adult content; (ii) software, content or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own or control such rights or have received all necessary consents for your publication, distribution, or linking of such software and other materials; (iii) software, content or other material that contains viruses, worms, corrupted files, cracks or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs; (iv) software, content, other material or Web site that constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group;

· sell, offer to sell, distribute, promote, facilitate, disseminate or link to any sites for marketing, sales, promotion, facilitation or distribution of: firearms; explosives; ammunition; liquor; tobacco products; illegal gambling (including gambling in connection with sporting events); food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants; illicit drugs, pharmaceuticals and controlled substances; counterfeit, pirated or stolen goods; any goods or services that infringe or otherwise violate a third party's rights including copyright, patent, trademark, or rights of publicity or privacy; goods that are considered indecent, obscene or pornographic; Nazi memorabilia; registered or unregistered securities; goods or services that you cannot legally sell; goods which are misrepresented or which do not in fact exist; fraudulent goods; or any other illegal activity;

· harvest or otherwise collect information about third parties, including e-mail addresses, without the express consent of such third parties;

· violate any applicable government laws or regulations.

4. INDEPENDENT CONTRACTOR STATUS KNOWN AS DISTRIBUTOR

A distributor will not be treated as an employee for federal or state tax purposes. All distributors are independent contractors engaged in their own separate business pursuits. Distributors are not considered purchasers of a franchise, nor does the Agreement between DVT and its distributors create an employee/employer relationship, agency, partnership or joint venture. Distributors are strictly prohibited from stating or implying, whether orally or in writing, that their relationship is any other than as above outlined. Each distributor shall hold DVT harmless from any claims, damages or liabilities arising out of such distributor's business practices. Distributors have no authority to bind DVT to any obligation. Each distributor is encouraged to set up his/her own hours and to determine his/her methods of sales and promotions, as long as he/she complies with the terms of this Agreement.

5. BUSINESS CONDUCT

Each Distributor will perform all of his/her business activities in a professional and ethical manner, which will enhance the distributor's reputation and the positive reputation of DVT. Distributors will not engage in any conduct that could negatively reflect on DVT or any other distributor's image. Distributors will be courteous and respectful of every person contacted including employees and executives of the corporate office of DVT, and will conduct their business in a way as to respect the products and professionalism of DVT and its other distributors. A distributor will under no circumstances disparage or infringe upon the DVT name or reputation in connection with the marketing of DVT products or services or misappropriate any confidential or proprietary information or trade secrets (including distributor names and address lists) of DVT for use by the distributor or others.

6. NO PURCHASE REQUIRED

No DVT distributor is required to purchase products or services. Distributors who purchase a wholesale ad package or higher get tools such as, replicated website, sales tracking, real-time commission calculations, how to webinars, and infinity bonus commission, a uni-level commission and more. Distributors not purchasing at least 1 ad package must register with DVT corporate by sending an email to support@opportunityzoom.com with their request. No purchase of ad packages are required and they must provide their own selling tools. There is a one time business center setup fee of $29.95 and a quarterly maintenance fee of $9.95.

7. CONFIDENTIALITY AGREEMENT

Distributors may gain access to confidential information of DVT. Specifically, without limiting the foregoing, confidential information includes information contained in any genealogical or downline report provided or accessible to a distributor, customer lists, manufacturer information, commission or sales reports, product formulas, technology and other financial and business information of DVT. All such information (whether in electronic, oral or written form) is proprietary to and owned by DVT, and is transmitted or available to distributor in strict confidence. Each distributor agrees that he/she will not disclose any such confidential or proprietary information to any third party, directly or indirectly, or use the information to compete with DVT or for any other purpose except as expressly authorized by this Agreement. This information is to be used only for the promotion of the DVT programs like OpportunityZoom or others, in accordance with the Agreement. Distributor and DVT agree that without this agreement of confidentiality and non-disclosure, DVT would not provide the information or make it accessible to distributor. This provision shall survive the termination or expiration of the Distributor Agreement.

8. TAXATION

DVT distributors will be treated as independent contractors for federal and/or state tax purposes. As independent contractors, distributors will not be treated as employees, franchisees, joint venture, partners, or agents with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Act, State Unemployment Act, or any other federal, state or local statute, ordinance, rule or regulation. Distributors are responsible for the payment of all income, self employment and other taxes relating to their business and earnings. At the end of each calendar year, DVT will issue an IRS Form 1099 Misc. for non-employee compensation for distributors as required by law.

9. WHOLESALE AND RETAIL FEES & PRICING

Business center distributors

Business Centers are $29.95 nonrefundable for activation and setup and $9.95 quarterly for hosting and maintenance. Distributors with video ad bundles may buy DVT products and services at wholesale.

Distributor wholesale video ad bundles...

· Distributor video ad bundles: $199.95 for each ad package with minimum 1 purchase quarterly

· Partner video ad bundles: $500 initially and $199.95 quarterly ( not currently available)

· Founder video ad bundles: $1,000 initially and $199.95 quarterly ( not currently available)

Fees & pricing may be changed at the company's desecration, at any time, with changes posted to the website (OpportunityZoom or other appropriate sites used by the distributor) and emailed to distributors. It's the distributor's responsibility to know all current fees & pricing.

Anyone can be a distributor and must have a business center to track their wholesale and retail sales. Distributors who purchase any of the distributor video ad bundles receive additional bonus commissions posted on the appropriate website and in the terms of service.

Distributors who only purchase the business center and not video ad bundles, receive a direct sales commission only, no bonus sales as listed in the commissions sections on the website and terms of service. Distributors with only the business center, with no video ad bundles purchases, buy at retail and receive the commission on their own sales.

Additional products and services will be added from time to time with fees & pricing listed on the appropriate website. Current fees are posted on: http://www.OpportunityZoom.com as well as in this Terms of Service.

Product video ad bundles

· Wholesale video ad bundles of 200 cost $199.95.

· Retail video ad bundles of 200 cost $399.95.

10. COMMISSIONS ON WHOLESALE & RETAIL SALES OF DVT PRODUCTS & SERVICES

See Compensation Plan: http://my.opportunityzoom.com/getstarted.php?id=admin&url=Opportunity.html

Retail video ad bundles commissions: http://my.opportunityzoom.com/getstarted.php?id=admin&url=Opportunity.html

11. SECOND CHANCES, DO-OVER'S etc

Fully at the companies discretion.

12. NO EXCLUSIVE TERRITORIES

There are no exclusive selling territories shall any distributor imply or state that he/she has any exclusive territory rights. There are no geographic limitations.

13. REPRESENTATION OF GOVERNMENT ENDORSEMENTS

Federal and state regulatory agencies do not endorse direct selling programs or their products or services. Therefore, distributors may not represent directly or indirectly that the DVT Compensation Program or its products or services have been approved, reviewed or endorsed by any government agency.

14. VENDOR CONFIDENTIALITY

DVT business relationships with its vendors, manufacturers and suppliers are confidential. A distributor shall not contact, directly or indirectly, speak with, or communicate with any representative or any supplier, manufacturer, or vendor except at a DVT sponsored event which the representative is present at the request of DVT.

15. LIABILITY

Violation of any of the Agreement may be grounds for suspension and/or termination of that individual's distributorship. The violator also may be subject to civil or criminal liability resulting from violation of these Terms of Service Agreement, the Code of Professional Ethics, or state or federal law. Additionally, DVT may withhold payment to any DVT distributor to offset any damages suffered by DVT as the result of a distributor's violation of these Terms of Service Agreement, the Code of Professional Ethics, or state or federal law.

16. OTHER COMPANIES SERVICES AND PRODUCTS

Distributors are not restricted from selling the services and products of other companies during the term of the Agreement. However, direct or indirect promotion of those products and services to DVT distributors is limited to those personally sponsored by a distributor.

17. CROSS LINE RECRUITING

Recruiting others directly or indirectly whether through written, spoken or implied means from one (1) DVT distributor organization to another is strictly prohibited.

18. CHANGES TO SERVICES, TERMINATION

DVT may change any of the DVT Services at any time and from time to time without notice, including terminating the offering of any DVT Service altogether. In such event, DVT will provide you with a pro-rata refund of any pre-paid fees associated with such DVT Service.

19. SPONSORING

DVT distributors are entitled to sell other individuals in the United States, its territories and other countries. Distributors are compensated only for the generation of sales of product and services and not for enrolling new distributors into the program.

20. PLACEMENT CHANGES/CORRECTIONS

Placement changes/corrections requested are at the total discretion of DVT.

21. SUSPENSION OF DISTRIBUTOR

DVT reserves the right to suspend any distributor position at any time for cause when it is deemed that the distributor may have violated the provisions of the Agreement, as they might be amended from time to time or the provisions of the applicable laws and standards of fair dealing. DVT shall make such involuntary suspension at its discretion pending the investigation of possible Terms of Service violation. DVT will notify the distributor by postal delivery and/or email sent to the latest address listed with DVT for the distributor. In the event of a suspension, a distributor agrees to immediately cease representing himself/herself as a distributor with DVT.

During the investigation period of the suspension, any commissions, overrides or bonuses, which may be due, if any, will be held in abeyance by DVT pending resolution. Should the infraction be deemed unsubstantiated by DVT, the suspension shall be lifted and any commissions, overrides or bonuses will be credited to the distributorship. During the applicable suspension period, DVT shall have the right to prohibit the suspended distributor from purchasing products and services. However, the suspended distributor does not have the right to represent himself/herself as a distributor, or promote his/her distributor business or the products during the applicable suspension period.

22. TERMINATION OF DISTRIBUTOR

A distributor may be terminated for violating any of the terms of thIS Agreement. Notice of the termination, citing the reason(s) for the action shall be provided in writing to the distributor and delivered either through postal or email. Termination shall be effective as set forth therein, if a timely appeal is not provided by the distributor in accordance with the appeal procedure set forth below.

Immediately upon termination, the terminated distributor:

· Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any DVT product, plan or program;

· Must cease representing himself or herself as a distributor of DVT;

· Loses all rights to his/her distributorship and position in the Compensation Plan and to all future commissions and earnings resulting there from; and

· Must take all action reasonably required by DVT relating to its materials and protection of its confidential information and intellectual property.

DVT has the right to offset any amounts owed by a distributor to the DVT. Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.

23. APPEAL OF TERMINATION

A terminated distributor may appeal the action by submitting a letter to DVT stating the grounds of appeal. (Note: No telephone calls will be accepted under any circumstances). DVT must receive the letter of appeal within ten (10) business days of the date of such notice of termination, or as stated in the notification. If DVT has not received the letter of appeal by the deadline date, the involuntary termination shall automatically become final.

If a distributor files a timely appeal, DVT will, at its sole discretion, review and notify the distributor of its decision. The decision of DVT shall be final and will not be subject to further review.

In the event that an appeal is denied, the termination shall remain in effect as of the date of DVT's original notice.

24. CUMULATIVE REMEDIES

All rights, powers and remedies given to DVT are cumulative, not exclusive and in addition to any and all other rights provided by law. Upon a breach of thIS Agreement by a distributor, in addition to suspension and/or termination, DVT shall have the right to impose fines as established by DVT from time to time and/or to pursue all legal and equitable remedies to enforce its rights under the Agreement. DVT will have the right to offset against commissions owed to a distributor any amounts owed to DVT by such distributor.

25. SUCCESSION

Notwithstanding any other provisions of this section, upon the death of a distributor, the distributor entity shall pass to his/her successor in interest as provided by law. However, DVT will not recognize such transfer until the successor in interest has submitted a completed Sales/Transfer form to DVT together with certified copies of the death certificate and will, trust or other instrument are provided to DVT. The successor shall thereafter be entitled to all the rights and subject to all the obligations as any other distributor. In addition, the successor-in-interest must be of legal age in his/her country of residence.

26. DIVORCE OR DISSOLUTION

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

One of the parties may, with written consent of the other(s), operate the DVT business in writing by DVT to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee; or

The parties may continue to operate the DVT business jointly on a business-as-usual basis, whereby all compensation paid by DVT will be paid in the joint names of the distributors or in the name of the entity to be divided as the parties may independently agree between themselves.

Under no circumstance will DVT split commissions and bonus checks between divorcing spouses or members of dissolving entities. DVT will recognize only one (1) business center and will issue only one (1) commission check per DVT business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties of a divorce or dissolution proceedings are unable to resolve a dispute over the disposition of commissions and ownership of the business, the Distributor Agreement shall be involuntarily cancelled.

27. DVT TRADEMARKS & COPYRIGHTS

DVT, Digital View Tube, DVTtechnology, OpportunityZoom, GetRickZoom and all other names and domains affiliated with DVT, it's products, services and programs are the trademarks of and owned by Digital View Tube LLC. Only DVT is authorized to produce and market products and literature under these trademarks. This includes, but is not limited, to slides, overheads, brochures, videos, domain addresses, and training and/or marketing materials and all promotional material such as but not limited to t-shirts, caps, pins, magnetic signs, business cards, etc. Use of the DVT name or any other names affiliated with DVT on any item not produced or authorized by DVT is prohibited.

Distributor acknowledges that any right to use DVT's trademarks and copyrighted materials is non-exclusive, and that DVT has the right and sole discretion to grant others the right to use such trademarks and copyrighted materials. Distributor expressly recognizes that any and all goodwill associated with the trademarks and copyrighted materials (including goodwill arising from distributor's use) inures directly and exclusively to the benefit of DVT and is the property of DVT, and that, on expiration or termination of the Distributor Agreement, no monetary amount shall be attributable to any goodwill associated with distributor's use of the trademarks or copyrighted materials.

28. YELLOW AND WHITE PAGE LISTINGS

Distributors are not permitted to use the DVT trade name in advertising their telephone number and fax number in the white or yellow page section of the telephone directory or on the Internet telephone directory without identifying themselves as independent distributors or independent contractors.

29. TOLL FREE TELEPHONE NUMBER LISTINGS

DVT distributors are not permitted to list their "toll free" telephone numbers under the DVT trade name without submitting a request for approval from DVT. If approval is granted, it must be stated in the following manner:

John Doe

Independent DVT Distributor

OR

Independent DVT Contractor

No other variation may be used to describe the distributor's association with DVT.

30. IMPRINTED CHECKS

DVT distributors are not permitted to use the DVT trade name or any of its trademarks on their business or personal checking accounts.

31. DVT LITERATURE

Only official DVT literature may be used in presenting DVT products and/or the DVT Compensation Plan and business. DVT literature may not be duplicated or reprinted without prior written permission from DVT which may be obtained through email communication, mail or fax directed to DVT. Banners, trade show materials, and other related promotional material must be approved in advance and in writing by DVT. Items on the corporate website and the replicating website may be downloaded for promotional purposes.

32. ADVERTISING

Only DVT approved materials may be used in the placement of any advertising in any print, radio, television, internet, electronic or other media. No person shall use the DVT name, logos, trademarks or copyrighted material in any advertising produced by DVT without express written permission from DVT. For approval mail, fax or email a copy of the proposed advertising material to the DVT. Once approval is obtained, no text may be amended or changed. If any change is made whatsoever, the new material must be submitted for approval. Distributors should allow 1 business week from receipt for processing.

33. INTERNET, WEBSITE AND ELECTRONIC MEDIA POLICY

A DVT distributor may promote his/her distributor business through DVT's replicating website program only. The website links seamlessly directly to the official DVT website giving the distributor a professional and DVT-approved presence on the Internet. No distributor may independently design a website that uses the names, logos, or product descriptions of DVT or otherwise promote (directly or indirectly) DVT products or the Compensation Program without DVT's written approval. Distributors may not use the trademarks of DVT or any derivative or abbreviation thereof as a domain name or email address without DVT's written approval. Distributors may not advertise or promote their distributor business or DVT's business, products or marketing plan or use DVT's name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of DVT, which approval may be withheld in its sole discretion. If written approval is given, distributors must abide by the guidelines set forth by DVT, including, but not limited to the following: (a) distributors shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor distributors; (b) distributors operating on-line websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used; (c) distributors sharing personal information collected on-line shall provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his or her personal information not be shared, distributors shall refrain from sharing such information; (d) distributors shall provide individual consumers the option to terminate any further communication between the distributor and the consumer and if any consumer requests that a distributor cease communication, the distributor shall immediately stop communicating upon such request; (e) distributors must abide by all laws and regulations regarding electronic communications; (f) distributors may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed; (g) distributors may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or which could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and (h) distributors may not, directly or indirectly, send bulk unsolicited e-mails to persons with whom he or she they have no prior or existing personal or business relationship.

34. DOMAIN NAMES

Distributors may not use or attempt to register any DVT trade names, trademarks, service marks, product names, DVT name or any derivative thereof, for any Internet domain name.

35. EMAIL AND NEWSGROUP OR OTHER SOCIAL MEDIA MARKETING

Distributor emailing or employing the services to email unsolicited and unapproved email flyers are fully responsible for all information regarding the product and marketing program which is not expressly contained in advertising and promotional materials supplied directly by DVT. "Spamming" as well as telephoning or faxing without consent in compliance with various laws is strictly prohibited. Distributors shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Distributors shall not publish, post, upload, distribute, or communicate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Distributors shall not advertise or offer to sell any goods or services for any commercial purpose or conduct or forward surveys, contests, pyramid schemes or chain letters. Users of DVT website will not participate in any activity that will restrict or inhibit any other user from using and enjoying the website.

36. INCOME CLAIMS

Distributors may not display, in any manner for recruiting purposes or any other reasons, commission checks or make specific income claims or representations.

37. TRADE SHOWS

With prior written authorization from DVT, distributors may display DVT products and the opportunity at trade shows. Requests for participation in trade shows must be received in writing by DVT at least two (2) weeks prior to the event. DVT products and the DVT business are the only products and opportunity that may be offered directly or indirectly at the trade show booth or table. Only DVT approved marketing materials may be displayed or distributed.

38. MEDIA INTERVIEWS

Distributors are prohibited from granting radio, television, newspaper, tabloid, Internet, or magazine interviews, or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize DVT, its products or their DVT businesses, without the express prior written approval of DVT. All media inquires should be referred to DVT.

39. DISTRIBUTOR TAX INFORMATION

Commissions, bonuses and overrides cannot be paid until a DVT Distributor has submitted the proper IRS information such as, Date of Birth, SSN, EIN, other country code or other information that may be required by government.

40. COMMISSION PAYMENTS

The minimum amount of payment of commissions is Ten Dollars ($10.00) or as otherwise mandated by any country in which DVT operates. If the earned amount is less than that amount, it will be accumulated until such time that the amount exceeds Ten Dollars ($10.00).

41. SALES PRESENTATIONS

At sales presentations, distributors shall truthfully identify themselves, the DVT products, and the purpose of their business to prospective customers. Distributors may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of products offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, refund rights, guarantees, and after-sales services and delivery. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness. Distributors must immediately discontinue a demonstration or sales presentation upon the request of the consumer. Distributors shall not directly or by implication, denigrate any other company or product. Distributors shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair competition. Points of comparison shall not be unfairly selected and shall be based on facts which can be substantiated. Distributors shall not abuse the trust of individual consumers, shall respect the lack of commercial experience of consumers and shall not exploit a customer's age, illness, lack of understanding or lack of language expertise.

42. BONUS BUYING

Bonus buying includes (a) the enrollment of an individual or entity as a DVT distributor without the knowledge by such individual or entity; (b) the fraudulent enrollment of an individual or entity as a distributor; (c) the enrollment or attempted enrollment of a non-existent individual or entities as distributors (phantoms); or (d) the use of a credit card on behalf of a distributor when the distributor is not the account holder of such credit card. Bonus buying constitutes a breach of these Terms of Service, and is strictly prohibited.

43. PRICE CHANGES

All DVT products, services, literature and any other prices are subject to change without prior notice.

44. SUGGESTED RETAIL PRICING

DVT provides a suggested retail price as a guideline. DVT distributors may sell DVT products at whatever retail price they and their customers agree upon, however a distributor is not permitted to advertise any price below the DVT suggested retail price. This includes but is not limited to "free" products or any other special pricing that would fall below the suggested retail price. No DVT product may be offered along with the products of any other company regardless of whether that product is offered through network marketing or any other means.

45. AMENDMENTS TO TERMS OF SERVICE

DVT, at its discretion, reserves the right to amend the Terms of Service as set forth therein, its distributor or suggested retail prices, product availability and formulations, and Compensation Plan, as it deems appropriate without prior notice. Such Terms of Service and Compensation Plan modifications and all changes thereto, shall become a binding part of the Agreement upon publication on the official DVT website. It is the distributor's responsibility to stay abreast of current and updated information, and DVT is in no way liable for any distributor's lack of knowledge of the updated and current information. In the event of any conflict between the applicable Agreement and any such amendment, the amendment shall control. If DVT brochures, product catalogs, price lists, literature, website, fax on demand information, etc. are revised, only the most current version is authorized for use by DVT distributors.

46. NON-WAIVER PROVISIONS

No failure of DVT to exercise any power under these terms of service or to insist on strict compliance by a distributor with any obligation to provision herein, and no custom or practice of the parties at variance with these Terms of Service shall constitute a waiver of DVT's right to demand exact compliance with these terms of service. Waiver by DVT can be affected only in writing by an authorized officer of DVT. DVT's waiver of any particular default by a distributor shall not affect or impair DVT's right or obligation of any other distributor, nor shall any delay or omission by DVT to exercise any right arising from default affect or impair DVT's right as to that or any subsequent default.

47. CANCELLATION OF DISTRIBUTORSHIP

A distributor may cancel at any time regardless of reason. Cancellation must be submitted in writing to DVT either by postal delivery, fax or through email.

If the distributor has purchase product for administrative services while this Agreement was in affect, taking into consideration any sales made by or through such distributor prior to the notification to DVT of the election to cancel, DVT shall repurchase all unencumbered product in reasonable resalable or reusable condition which was acquired by the distributor from DVT. Such repurchase shall be at a price of no less than ninety percent (90%) of the original cost minus any freight charges and commissions paid to that distributor.

The repayment of all administrative fees and services shall be at not less than ninety percent (90%) of the cost to the distributor of such fees and services and shall reflect all administrative services that have not, at the time of resignation, been provided to the distributor. DVT shall further refund not less than ninety percent (90%) of the cost to the distributor of any other consideration paid by the distributor in order to participate in the program. The distributor will be held responsible for all shipping expenses incurred in returning sales aids or products to DVT.

48. ARBITRATION

All disputes and claims relating to DVT, the Agreement, or its products, the rights and obligations of a distributor of DVT, or any claims or causes of actions relating to the performance of either a distributor or any DVT under the Agreement, and/or a distributor's purchase of product(s) shall be settled totally and finally by arbitration in Manatee County, in the state of Florida or such other location as DVT prescribes, in accordance with the Federal Arbitration Act, and the Commercial Arbitration Rules of the American Arbitration Association. There shall be one (1) arbitrator, an attorney at law, who shall have expertise in business law transactions, with preference being an attorney knowledgeable in the direct selling industry, selected from a panel, which the American Arbitration Association approves. Each party to the arbitration shall be responsible for its own costs and expenses or arbitration, including legal and filing fees. If a distributor files a claim or counterclaim against DVT, a distributor shall do so on an individual basis and not with any other distributor or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement for arbitration shall survive any termination or expiration of the Distributor Agreement.

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

Nothing in this rule shall prevent DVT from terminating the Distributor or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect DVT's interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.

Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, Compensation Plan or the Distributor Agreement.

The existence of any claim or cause of action by a distributor against DVT, whether predicated on the Terms of Service or otherwise, shall not constitute a defense to DVT enforcement of the covenants and agreements contained in the Terms of Service.

49. ENTIRE AGREEMENT

This Agreement (comprised of these Terms of Service), as may exist or hereafter be amended, constitutes the entire agreement of the parties regarding their relationship, the subject matter hereof and related hereto.

50. SEVERABILITY

If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Terms of Service, or any specification, standard or operating procedure which DVT has prescribed is held to be invalid or unenforceable, DVT shall have the right to modify the invalid or unenforceable provision, specification, standard operating procedure or any portion thereof to the extent required to be valid and enforceable. A distributor shall be bound by any such modification. The modification shall be effective in the jurisdiction on which it is required.

51. LIMITATIONS OF DAMAGES

To the extent allowed by law, DVT and its affiliates, officers, directors, employees and other distributors shall not be liable for and each distributor hereby releases the foregoing from, and waives any claim for loss of profit, incidental, special, consequential or exemplary damages, which may arise out of any claims whatsoever relating to DVT's performance, non-performance, act of omission with respect to the business relationship or other matter between the distributor and DVT whether in contract, tort or strict liability. Furthermore, it is agreed that any damage to the distributor shall not exceed and is hereby expressly limited to, the amount of unsold DVT product owned by the distributor, which was directly purchased thereby from DVT and any commissions or bonuses due.

52. INDEMNITY AGREEMENT

Each and every distributor agrees to indemnify and hold harmless DVT, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorney fees, asserted against or suffered or incurred by any of them, directly or indirectly, arising out of or in any way related to or connected with allegedly or otherwise, the distributor's (a) activities as a distributor; (b) breach of the terms of the Distributor Agreement or these Terms of Service; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.

You agree to defend, indemnify and hold DVT and its suppliers harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of these Terms of Service, or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with DVT or your use of DVT Services.

53. FORCE MAJEURE

DVT shall not be responsible for delays or failure in performance caused by circumstances beyond a party's control, such as strikes, labor difficulties, fire, war, government decrees or orders or curtailment of a party's usual source of supply.

54. LIMITATIONS OF LIABILITY AND DISCLAIMERS

The information, software, products, services and other material included in or available through DVT Services may not be complete, and may include inaccuracies or errors, and may also be modified, discontinued or deleted from time to time without notice. Advice, information, products, services or other materials received via DVT Services should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals.

DVT warrants that it will use commercially reasonable efforts to provide the ordered DVT Services in accordance with the terms and conditions in the applicable order form. Otherwise, DVT makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the DVT Services. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, ALL DVT SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND DVT AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE DVT SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL DVT OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF DVT OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ADDITION, DVT OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR:

· DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF DVT SERVICES, OR

· WITH THE DELAY OR INABILITY TO USE DVT SERVICES; IF YOU ARE DISSATISFIED WITH ANY PORTION OF DVT SERVICES, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING DVT SERVICES.

Without limiting the foregoing, DVT is not responsible for any of your data residing on DVT hardware or systems, including such hardware or systems provided to DVT by third parties. You are responsible for maintaining and backing-up your data and information that may reside on DVT hardware or systems, including such hardware or systems provided to DVT by third parties, whether or not such information is produced through the use of DVT, including all customer content.

DVT is not liable for your actions with your customers or vendors, or the use of their information, or for any other actions arising from your use, or the use of other parties to whom you have given access to your DVT information, through the use of DVT Services.

DVT is not involved in any transaction between you and your buyer or seller or other third parties with whom you may have transactions through your web site or between you and any user of any products or services offered or provided by you or by a third party through any DVT Service. DVT is not responsible for screening, censoring or otherwise controlling your customer content, or any listings or transactions offered or conducted via your customer content. You are deemed to have a direct commercial relationship with each third party that purchases goods or services from or undertakes any other transaction with you. DVT is not acting as your or any third party's agent in connection with the operation of DVT Services. Further, because DVT is not involved in any orders or other transactions between you and other users of DVT or other marketplace forums, DVT cannot and will not be involved in resolving any disputes relating to any completed or uncompleted transactions or the purchase or sale of listed goods or otherwise.

55. ACCESS RESTRICTION; ACCOUNT SECURITY AND PASSWORDS

You may not use a name in connection with operating your DVT account that is confusing or misleading to participants, or otherwise impersonate or deceive participants with respect to your identity.

You are responsible for safeguarding the confidentiality of your account information (including password (s) and user name (s) issued to you) and for any use or misuse of your account or DVT Services resulting from any third party using a password or user name issued to you. You agree to notify DVT immediately of any known or suspected unauthorized access to or use of your account, your password, the password of any individual user to whom you have issued a login ID or any other breach of security or misuse of the DVT known to or suspected by you. You may change your password at any time by following instructions in the DVT Command Center profile.

You hereby authorize DVT to rely on any data, notice, instruction or request furnished by you to DVT, or that DVT reasonably believes to have been furnished by you. You are solely responsible for maintaining the confidentiality of your account information and monitoring usage of your account. DVT is not responsible for fraud of participants or of other users of your account.

56. PRIVACY; YOUR CUSTOMER DATA

DVT will not use your customer data or your customer contact list for any purposes other than those intended by the DVT Service. your customer information will not be shared with any other parties, unless you are also subscribing to a DVT Service where one of the features of such service is the sharing of customer information between services. DVT will not use your customer information for the purpose of sending unsolicited commercial e-mail to such customers.

GENERAL

These Terms of Service are governed by the laws of the State of Florida, Brevard County, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Brevard County, Florida, U.S.A. in all disputes arising out of or relating to the use of the DVT Services.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and DVT as a result of these Terms or Service or use of DVT Services.

DVT's performance of this Agreement is subject to existing laws and legal process, and nothing contained in these Terms of Service are in derogation of DVT's right to comply with governmental, court and law enforcement requests or requirements relating to your use of DVT Services or information provided to or gathered by DVT with respect to such use.

If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service shall continue in effect.

Unless otherwise specified herein, these Terms of Service constitute the entire Agreement between the user and DVT with respect to DVT Services and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and DVT with respect to DVT Services.

DVT reserves the right to disclose any information, content, or materials as necessary to satisfy any applicable law, regulation, legal process or government request or in accordance with DVT's Privacy Statement.

Any rights not expressly granted herein are reserved by DVT, including all legal and equitable remedies available to DVT upon your violation of any of these Terms of Service.