WEB IT NETWORK ADMINISTRATIVE POLICIES AND PRACTICES


THE TEXT THAT FOLLOWS CONTAINS THE ADMINISTRATIVE POLICIES AND PRACTICES OF WEB IT NETWORK S.A. (HEREINAFTER DESIGNATED : “WIN”). WIN IS AN ENTERPRISE THAT OFFERS PRODUCTS AND SERVICES RELATED TO E-COMMERCE, BY MEANS OF A NETWORK MARKETING SYSTEM. THE ADMINISTRATIVE POLICIES AND PRACTICES PROVIDE THE CONDITIONS AND OBLIGATIONS AN INDEPENDENT CONTRACTOR MUST UNDERTAKE TO RESPECT AND ABIDE TO IN ORDER TO PARTICIPATE IN WIN’S SYSTEM. IN ORDER TO BECOME A PARTICIPANT IN WIN’S SYSTEM, YOU MUST ADHERE TO THE ADMINISTRATIVE POLICIES AND PRACTICES BY CAREFULLY READING THE FOLLOWING TEXT AND CONFIRM YOUR ACCEPTANCE THEREOF AS HEREINAFTER INDICATED.

WIN offers PRODUCTS AND SERVICES related to electronic commerce by means of a network marketing system.

WIN has its head office in Charlestown, Nevis and its technical installations are located in San Jose, Costa Rica.

WIN offers its PRODUCTS AND SERVICES word-wide via the Internet under the “WEB IT NETWORK” banner.

In order to become a participant in WIN’s SYSTEM, it is necessary to first read and adhere to WIN’s administrative policies and practices, and subsequently to expend all required efforts in order to establish the business and enable it to grow, by maintaining an excellent business relationship in continuous collaboration with WIN and with all other participants in WIN’s SYSTEM, while respecting WIN’s administrative policies and practices.

1. PREAMBLE.

1.1. The preamble forms an integral part of WIN’s administrative policies and practices.

2. RULES OF INTERPRETATION.

2.1. The rules of interpretation applicable to WIN’s administrative policies and practices are as follows :

2.1.1. Delays. Unless otherwise specified all delays provided for herein are mandatory. In computing any delay, the following rules apply :
- the day which marks the start of the delay is not counted, but the terminal day is counted ;
- the terms “day”, “week”, “month” and “year” when used designate the days, weeks, months and years of the Roman calendar ;
- when the delay includes the notion of hour, the hour considered for the computing of said delay shall be that of Costa Rica ;

2.1.2. American currency. All sums of money are in the currency of the United States of America. In addition, in the absence of contrary indication, all sums of money exclude all sales taxes and other forms of taxation payable or potentially payable on said amounts.

2.1.3. Cumulative rights. All rights conferred to WIN are cumulative and not alternative.

2.1.4. Gender and number. Insofar as the comprehension of the text requires, a word used with the masculine gender includes the feminine gender and vice versa. The same principle applies to a word describing a number where the singular includes the plural and vice versa.

2.1.5. Entire agreement. WIN’s administrative policies and practices constitute the entire agreement between WIN and the ENTREPRENEUR with respect to their business relationship, excluding all other documents, contracts, promises or prior representations, including those which may have been made during negotiations which preceded the acceptance by the ENTREPRENEUR of WIN’s administrative policies and practices.

2.1.6. Titles. The titles of the sections and paragraphs of WIN’s administrative policies and practices have been inserted for convenience only and shall not be considered as forming part hereof, nor shall they be considered as the exact description of the content of any section or paragraph, nor shall they be used in interpreting same.

2.1.7. Invalidity of a section or paragraph. Any Court decision rendering any provision of this agreement null, void, unenforceable or limiting its effectiveness shall not invalidate or limit the effectiveness of the remaining provisions hereof.

Any provision of this agreement which is invalid according to the laws applicable to this agreement, is presumed to be without effect in the event that it is prohibited by one of the aforementioned laws. The same principle applies for any provision which is subordinated or related to such a provision, in so much as its applicability depends on said provision.

In the event that a provision contravenes an applicable law, it must then be interpreted in order to render it valid with respect to the applicable law or in the manner most susceptible of respecting WIN’s will without deviating from said laws.

3. DEFINITIONS.

3.1. For the purposes of WIN’s administrative policies and practices, the following expressions and words, unless inconsistent with the context, shall have the meaning ascribed to them below :

3.1.1. Business center.“BUSINESS CENTER” means a virtual business center in WIN’s SYSTEM, personalized and identified to an ENTREPRENEUR.

3.1.2. WIN account.“WIN ACCOUNT” means an account opened by an ENTREPRENEUR with a financial institution designated by WIN, through which the ENTREPRENEUR may proceed with payments and may receive deposits by electronic transfers, and in which WIN is authorized to proceed with electronic deposits of any remuneration or bonuses payable to the ENTREPRENEUR.

3.1.3. Entrepreneur. “ENTREPRENEUR” means a person or legal person who has been accepted by WIN to operate his business within WIN’s SYSTEM as an independent contractor after having accepted WIN’s administrative policies and practices and after having communicated to WIN all required information for the purposes of his participation in WIN’s SYSTEM.

3.1.4. Confidential Information.“CONFIDENTIAL INFORMATION” means all commercial and other information, including but not limited to commercial and trade secrets, related to WIN and/or WIN’s SYSTEM, including, namely but without limitation, the marketing methods and techniques, the list of ENTREPRENEURS and other participants in WIN’s SYSTEM and all information, of any nature whatsoever concerning WIN, WIN’s SYSTEM, ENTREPRENEURS and any and all other participants in WIN’s SYSTEM.

3.1.5. Trademarks.“TRADEMARKS” means the “WEB IT NETWORK” trademark in addition to all other trademarks used, registered or not, by WIN with relation to PRODUCTS AND SERVICES and/or WIN’s SYSTEM, including all signs, logos, designs, emblems, symbols, pictograms, slogans, colours and other identifications used by WIN.

3.1.6. PIN.“PIN” means a personal identification number attributed by WIN to an ENTREPRENEUR.

3.1.7. WIN points. “WIN POINTS” means the bonus points attributed by WIN to the ENTREPRENEUR according to the volume of his personal sales of PRODUCTS AND SERVICES.

3.1.8. WIN’s system. “WIN’s SYSTEM” means all aspects of WIN’s concept including any and all interrelationships between WIN and the ENTREPRENEURS, the ENTREPRENEURS between themselves, all aspects of sale and distribution of PRODUCTS AND SERVICES, all aspects of remuneration or compensation of the ENTREPRENEURS and any and all other aspects related to the abovementioned elements.

3.1.9. Administrative policies and practices. « PRODUITS ET SERVICES » signifient les produits et services offerts par WIN, soit plus particulièrement la conception et l’hébergement d’un site Web, d’une adresse électronique et/ou de RÉFÉRENCEMENT, avec assistance technique en ligne, connectée à un serveur en opération continue, bénéficiant d’un système préventif et de protection pour assurer la continuité du service, notamment en cas de panne électrique, survoltage ou piratage électronique, de même que divers produits et services accessoires.

3.1.10. “PRODUCTS AND SERVICES” means the products and services offered by WIN, and more particularly, the conception and hosting of a Web site, an e-mail address, and/or REFERENCING, with online technical assistance, connection to a server, protection and prevention system insuring continuity of service, namely in cases of electrical failures, power surges or electronic hacking, as well as various accessory products and services.

3.1.11. Referencing.“REFERENCING” means the registration of an electronic address or part thereof in the directory of a search engine used by WIN through WIN upon request by an ENTREPRENEUR.

3.1.12. Win. “WIN” means WEB IT NETWORK S.A., a legal person, having its head office in Charlestown, Nevis, and its technical installations in San Jose, Costa Rica.

4. UNDERTAKINGS OF THE ENTREPRENEUR.

4.1. The ENTREPRENEUR agrees and accepts to act at all times in accordance with the following undertakings :

4.1.1. to be of the legal age of majority in his country of residence ;

4.1.2. if a legal person, be duly constituted and authorized to participate in WIN’s SYSTEM in accordance with the laws of the legal person’s country of residence ;

4.1.3. to be fully acquainted with WIN’s SYSTEM as well as all of its PRODUCTS AND SERVICES ;

4.1.4. to promote the PRODUCTS AND SERVICES ;

4.1.5. to act with courtesy, honesty and integrity when making any representations, to anyone, concerning the PRODUCTS AND SERVICES and/or WIN’s SYSTEM ;

4.1.6. to make no false, misleading or disloyal representations about WIN and/or its PRODUCTS AND SERVICES and/or WIN’s SYSTEM ;

4.1.7. to ensure at all times and in all circumstances communication of the most recent version of any information concerning WIN and/or its PRODUCTS AND SERVICES and/or WIN’s SYSTEM ;

4.1.8. to make any comparison with other products and services comparable or similar to those offered by WIN with objectivity, loyalty, honesty and realism ;

4.1.9. to not denigrate the products and/or services of WIN’s competitors ;

4.1.10 to make no publicity concerning WIN and/or its PRODUCTS AND SERVICES and/or WIN’s SYSTEM, without having first submitted to WIN the detailed content of the proposed publicity after having communicated all the required information and after having obtained WIN’s written consent authorizing such advertisement ;

4.1.11. to not use the TRADEMARKS without having first obtained WIN’s written consent ;

4.1.12. to refer all information requests made by a member of the media to one of WIN’s representatives at its head office ;

4.1.13. to respect and protect the rights of consumers who purchase PRODUCTS AND SERVICES and ensure their satisfaction with regard to said PRODUCTS AND SERVICES ;

4.1.14. to communicate all information published and approved by WIN in an integral fashion without any modification ;

4.1.15. to act with professionalism and independence in the course of all dealings with other ENTREPRENEURS and consumers of PRODUCTS AND SERVICES, namely, by avoiding all repetitive and/or pressing solicitation ;

4.1.16. inform WIN without delay of any complaints and/or dissatisfaction of an ENTREPRENEUR, of a consumer of PRODUCTS AND SERVICES or any other person concerning WIN or its PRODUCTS AND SERVICES or WIN’s SYSTEM;

4.1.17. to make no claims or representations to anyone including a prospective ENTREPRENEUR, in any circumstance, as to the anticipated or actual income an ENTREPRENEUR might earn, except by using information published and approved by WIN. Furthermore, WIN makes no guarantees of income, nor assurances of any profits or success. Any profits or success achieved resulting from activities as an ENTREPRENEUR will be based solely upon his effort, commitment and skills;

4.1.18. to not require from any prospective ENTREPRENEUR the purchase of PRODUCTS AND SERVICES or the payment of membership or initiation fees for participation in WIN’s SYSTEM ;

4.1.19. to not accept, receive or pay any remuneration whatsoever for the recruitment of an ENTREPRENEUR, considering that there are no membership or initiation fees for an ENTREPRENEUR ;

4.1.20. to offer support and training services, free of charge, to ENTREPRENEURS who have adhered to WIN’s SYSTEM by his intermediary ;

4.1.21. to not hold an information session, seminar, conference or any other activity of the same nature with respect to WIN and/or PRODUCTS AND SERVICES and/or WIN’s SYSTEM, where more than nine (9) people are in attendance, without having first obtained WIN’s approval and having communicated to WIN all useful or necessary information, including the date of the event, place, time and content, as well as the name, competence and domain of activity of the speaker and the presentation tools to be used ;

4.1.22. for all information sessions, seminars, conferences or any other activities of the same nature, to have available for all participants a sufficient number of copies of the administrative policies and practices and to ensure that all participants be invited to consult WIN’s Web site for any additional information ;

4.1.23. to not change the positioning or place of a BUSINESS CENTER within WIN’s SYSTEM ;

4.1.24. to position all his BUSINESS CENTERS exclusively within his own teams and not in the teams of an other ENTREPRENEUR, even if such ENTREPRENEUR is related to him;

4.1.25. to not incite another ENTREPRENEUR to put an end to his business relationship with WIN, for whatever reason ;

4.1.26. to not reproduce, use, publish and/or distribute, at any time and in any manner, all or part of the CONFIDENTIAL INFORMATION, the administrative policies and practices, and the TRADEMARKS and any other aspect of WIN’s SYSTEM, unless when acting in WIN’s interest as an ENTREPRENEUR and in accordance hereto;

4.1.27. to respect and apply WIN’s administrative policies and practices in a rigorous manner and to require the respect of said policies and practices by all other ENTREPRENEURS and any other participant in WIN’s SYSTEM;

4.1.28. to offer his full cooperation to ensure the respect and application of WIN’s administrative policies and practices by himself, by any other person who is under his responsibility, and generally by all other ENTREPRENEURS and any other participant in WIN’s SYSTEM;

4.1.29. to operate his business in accordance with all laws in force in the country, state, territory and the locality where said business is operated ;

4.1.30. with respect to the use of his Web site, the ENTREPRENEUR undertakes to do none of the following :

a) upload, download or transmit, in any manner whatsoever, any illegal information and/or illegal images, information or images of a privileged or confidential nature as well as any information or image which is a nuisance, of a menacing nature, obscene, heinous, racist, slanderous or otherwise reprehensible ;

b) upload, download or transmit, in any manner whatsoever, any non- solicited advertising or advertising material and/or non- authorized material such as undesirable e-mails, junk mails, chain letters or any other form of solicitation ;

c) upload, download or transmit, in any manner whatsoever, any information or documents containing computer viruses or other elements which have the effect of destroying or affecting, in any manner whatsoever, the performance of any program, computer, software or other element of the same nature ;

d) impede and/or disturb, in any manner whatsoever, WIN’s servers, WIN’s network and/or other Web sites ;

4.1.31. to allow one or many of WIN’s representatives to attend any seminar, meeting or conference organized by an ENTREPRENEUR or to agree to any other inspection judged necessary or useful by WIN, or its representatives, in order to enable WIN or its representatives to verify if the ENTREPRENEUR is acting in accordance with WIN’s administrative policies and practices ;

5. MODE OF PAYMENT AND ASSOCIATED COSTS.

5.1. WIN undertakes to assign a BUSINESS CENTER to an ENTREPRENEUR in consideration of FOUR THOUSAND (4,000) WIN POINTS.

5.2. An ENTREPRENEUR who wishes to have his Web site and his e-mail address hosted on WIN’s servers, must pay to WIN an amount of TWO HUNDRED DOLLARS U.S. ($200.00 U.S.) for the first year. In addition, annual renewal costs will be payable, on the date of the anniversary, by the ENTREPRENEUR to WIN in the amount of FIFTY DOLLARS U.S. ($50.00 U.S.) for the maintaining of said services.

5.3. All amounts payable by the ENTREPRENEUR to WIN are non-refundable, and payable cash, without any contractual deductions or compensation.

5.4. All sums due by the ENTREPRENEUR will bear interest at the compounded monthly rate of two percent (2%), equal to 26.8% per year, until complete payment.

5.5. All sums due by the ENTREPRENEUR to WIN are payable at WIN’s technical offices located at San Jose, Costa Rica, by electronic payment, following the instructions indicated on WIN’s Web site or at any other place indicated by WIN.

5.6. All sums payable by WIN to an ENTREPRENEUR in accordance with the bonus plan contained in this agreement, are payable the fourteenth (14th) day following the end of the indicated period (Friday 23:59 hours) (net 14 days).

5.7. All sums due to an ENTREPRENEUR by WIN are payable to the ENTREPRENEUR’s WIN ACCOUNT, by an electronic payment, or in any other manner that will be determined by WIN.

5.8. In the event that the ENTREPRENEUR is in default of paying any amounts due to WIN, any and all payments due or to become due by the ENTREPRENEUR to WIN will become immediately payable.

6. BONUS PLAN.

6.1. No remuneration, in any form whatsoever, will be paid by WIN to an ENTREPRENEUR in consideration for the recruitment of a new ENTREPRENEUR.

6.2. An ENTREPRENEUR will receive remuneration as a commission from WIN for the sale of PRODUCTS AND SERVICES, calculated according to the following bonus plan :

6.2.1. an ENTREPRENEUR must develop each BUSINESS CENTER in a binary mode, by virtue of two (2) distinct teams (team 1 and team 2) ;

6.2.2. when an ENTREPRENEUR invites a person or a legal person to join WIN’s SYSTEM and become an independent contractor, the ENTREPRENEUR must specify the BUSINESS CENTER and team to which such person will adhere ;

6.2.3. a BUSINESS CENTER entitles an ENTREPRENEUR to receive a weekly sales bonus in accordance with the bonus policies that WIN may from time to time put in place. A BUSINESS CENTER may receive only one (1) sales bonus per week ;

6.2.4. a BUSINESS CENTER entitles an ENTREPRENEUR to receive a weekly team bonus, in accordance with the bonus policies that WIN may from time to time put in place. A BUSINESS CENTER may receive only (1) weekly team bonus ;

6.2.5. a detailed accounting for the calculation of sales and team bonuses is done on a weekly basis, on Friday of each week at precisely 23:59 hours. Thus, only ENTREPRENEURS fulfilling all requirements Friday at precisely 23:59 hours, will be considered for sales bonuses and/or team bonuses ;

6.2.6. an ENTREPRENEUR will receive from WIN a TWENTY-FIVE DOLLAR ($25.00) commission for each direct sale of a REFERENCING made by said ENTREPRENEUR ;

6.2.7. all remuneration for commissions or bonuses, will be accumulated and paid to the ENTREPRENEUR by minimum payments of ONE HUNDRED AND TWENTY-FIVE DOLLARS ($125.00) each ;

6.2.8. the detailed accounting for the calculation of WIN POINTS will be done on a weekly basis, starting at 0:00 hours precisely, on Saturday of each week until 23:59 hours exactly, Friday of each week ;

6.2.9. once the payment of a sales bonus for a BUSINESS CENTER has been made, the sales volume for such BUSINESS CENTER is automatically set back to zero for the next calculation period.

6.3. An administration fee of TEN DOLLARS ($10.00) will be deducted and retained by WIN on every electronic transfer made by WIN for the benefit of the ENTREPRENEUR into his WIN ACCOUNT.

6.4. In the event that a sales bonus, a team bonus or remuneration as a commission is paid by WIN to the ENTREPRENEUR, and the transaction on the basis of which the sales bonus, team bonus and/or commission was paid by WIN to the ENTREPRENEUR is not validated, namely but without limitation, by default in payment of the required sums to WIN, then WIN will immediately cancel the sales bonus, team bonus and/or commission paid to the ENTREPRENEUR, require its reimbursement by the ENTREPRENEUR, and compensate this cancellation of a bonus and/or commission with any sales bonus, team bonus and/or commission to be subsequently paid by WIN to the ENTREPRENEUR.

7. WIN ACCOUNT.

7.1. An ENTREPRENEUR who wishes to have a WIN ACCOUNT will have to meet all requirements imposed by the financial institution designated by WIN for the opening of said account.

8. PERSONAL INFORMATION.

8.1. The ENTREPRENEUR confirms and undertakes that all personal information concerning himself which is communicated to WIN is, and will at all times, be exact and up to date. In addition, the ENTREPRENEUR recognizes having acknowledged and having accepted the following conditions :

8.1.1. all personal information concerning the ENTREPRENEUR will be conserved in WIN’s files ;

8.1.2. all personal information communicated by the ENTREPRENEUR to WIN may be used by WIN for the administration of the ENTREPRENEUR’s file ;

8.1.3. all personal information communicated by the ENTREPRENEUR must be true, exact, complete and updated ;

8.1.4. all personal information contained in the ENTREPRENEUR’s file will be accessible to all of WIN’s employees and representatives in the execution of their functions and duties and, as WIN deems proper, communicated to any and all participants in WIN’s SYSTEM and to any and all persons with which WIN maintains business relations ;

8.1.5. the ENTREPRENEUR has the obligation to communicate to WIN in due time, in writing, any change or modification with respect to the personal information previously communicated to WIN and contained in his file in order that appropriate modifications be made ;

8.1.6. the ENTREPRENEUR authorizes WIN to include his coordinates, including his name, address, telephone number and e-mail address in its detailed client list for use such in commercial or philanthropic prospecting. An ENTREPRENEUR may indicate to WIN that he wishes to revoke this authorization by transmitting to WIN a written notice to that effect ;

8.1.7. to consult his file or to obtain a copy, the ENTREPRENEUR must address a written request to WIN together with the fees required by WIN ;

8.1.8. the ENTREPRENEUR authorizes WIN to collect and obtain all information concerning him, namely, with respect to his credit, at any time and from any person or competent authority, and to conserve the information in his file ;

8.1.9. the ENTREPRENEUR authorizes WIN to communicate all information contained in his file to any collection agency or any other creditor having concluded or potentially concluding one or more transactions with the ENTREPRENEUR.

9. PERSONAL IDENTIFICATION NUMBER.

9.1. When the ENTREPRENEUR has confirmed his acceptance of the administrative policies and practices and has communicated all information required by WIN for the completion of its files, then, WIN will assign to the ENTREPRENEUR an exclusive PIN.

10. REPRODUCTION OF THE CONTENT OF THE WEB SITE.

10.1. The ENTREPRENEUR consents to and grants to WIN a free, perpetual, world-wide and non-exclusive licence permitting WIN to reproduce, publish, broadcast or distribute all or part of the information and images contained on the ENTREPRENEUR’s Web site, without restriction or reservation whatsoever. Furthermore, the ENTREPRENEUR renounces to his moral rights on the said content.

11. MODIFICATION OR INTERRUPTION OF SERVICE.

11.1. WIN may, at any time it deems appropriate, suspend, modify or interrupt the availability of one or more PRODUCTS AND SERVICES, without being obligated to give prior notice to the ENTREPRENEUR. In such circumstances, WIN will not be held liable toward the ENTREPRENEUR or toward a third party for any of the effects of such a suspension, modification or interruption and namely, but without limiting the generality of the preceding, for any troubles, damages, inconveniences or prejudices whatsoever which may have been caused.

12. RELATIONSHIP BETWEEN THE PARTIES.

12.1. The ENTREPRENEUR is, in the course of his business relationship with WIN, an independent contractor and an autonomous worker or an autonomous business distinct from WIN. As such, WIN will not be responsible for any costs supported by or financial loss incurred by the ENTREPRENEUR in the course of the operation of his business.

12.2. The ENTREPRENEUR recognizes that he is acting as an independent contractor for the purposes of the operation of his business and that in no circumstance the provisions of this agreement shall be construed as creating an employee/employer relationship, an association, a partnership or a mandate of whatever nature between WIN and the ENTREPRENEUR.

12.3. The ENTREPRENEUR recognizes having no right nor authority, express or implied, to assume or create any obligation or liability for WIN, other and than what is specifically provided herein, or bind WIN in any manner whatsoever.

13. DEFAULT.

13.1. Each of the following eventualities shall be considered a default of the ENTREPRENEUR under the administrative policies and practices :

13.1.1. if he fails to comply with any of the clauses, provisions, terms or conditions stipulated herein ;

13.1.2. if the ENTREPRENEUR has acted in a disloyal manner with respect to WIN or one of the other ENTREPRENEURS or other participants in WIN’s SYSTEM or has communicated false, misleading or inexact information to WIN, to another ENTREPRENEUR, another participant in WIN’s SYSTEM, a consumer of PRODUCTS AND SERVICES or to any other person who has demonstrated an interest in WIN and/or WIN’s SYSTEM ;

13.1.3. if the ENTREPRENEUR proceeds to make a general assignment for the benefit of his creditors, liquidates his assets or becomes insolvent ;

13.1.4. if the ENTREPRENEUR fails to respect any delay prescribed for the payment of a sum to WIN ; then WIN may, at its sole discretion, suspend the providing of all PRODUCTS AND SERVICES and/or terminate the present agreement, by transmitting a notice to the ENTREPRENEUR to such effect, which will result in immediate termination without delay of this agreement and the business relationship between WIN and the ENTREPRENEUR. In addition, WIN may also, at its sole discretion, refuse any new order, stop the conception and withhold the delivery of all PRODUCTS AND SERVICES.

13.2. In such circumstances, all amounts owed by the ENTREPRENEUR to WIN shall become immediately due. However, all amounts which may be due by WIN to the ENTREPRENEUR will be retained by WIN as compensation, the ENTREPRENEUR irrevocably surrendering all rights and recourses with respect to these amounts.

13.3. Upon termination of this agreement, the ENTREPRENEUR shall immediately cease all use of the TRADEMARKS.

18.3. All parties to this agreement having a claim, a disagreement or litigation must submit to the other party a written arbitration notice containing namely :

18.3.1. a reasonably detailed description of the claim, the litigation or the disagreement to be submitted to arbitration ; and

8.3.2. the name, address and profession of at least three (3) persons proposed to act as sole arbitrator.

The other party must, within a delay of ten (10) days following the reception of the arbitration notice, submit to the claiming party a written notice confirming the choice of an arbitrator among the persons proposed or proposing the name, address and profession of three (3) other persons to act as sole arbitrator but in this case, only if the three (3) persons originally proposed by the claiming party are not apt to act as sole arbitrator, for reasons of partiality, conflict of interest, non-availability and/or incompetence relative to the litigious questions or language of arbitration.

Failure to respond to the arbitration notice before the expiration of the ten (10) day delay mentioned above will result in the claiming party being allowed to designate at its sole discretion the person to act as sole arbitrator.

18.4. The arbitration hearing must take place within one hundred and eighty (180) days following the reception of the arbitration notice in Charlestown, Nevis. The decision of the arbitrator must be rendered in writing and communicated to the parties at the latest ninety (90) days after the end of the hearing. All such decisions rendered by the arbitrator are final and without appeal.

18.5. The costs of arbitration are incurred totally and solely by the claiming party. In addition, all the costs incurred by the other party, in the course of the arbitration, may be compensated by the claiming party if it fails in its claim and the arbitrator renders a decision to this effect.

19. OWNERSHIP OF THE CLIENTELE.

19.1. The ENTREPRENEUR recognizes that in the course of his activities within WIN’s SYSTEM, he may be placed in contact with other ENTREPRENEURS and participants and in a general manner, WIN’s clients, and develop business relationships. However, the ENTREPRENEUR agrees and accepts that each and every one of WIN’s clients and namely any person who will have adhered to WIN’s SYSTEM, by his intervention or otherwise, is and will remain a client of WIN and not of the ENTREPRENEUR. Thus, the ENTREPRENEUR recognizes and accepts that he will have no right with respect to WIN’s clientele including the ENTREPRENEURS and all other participants in WIN’s SYSTEM.

20. TERM AND TERMINATION.

20.1. The term of this agreement is of one (1) year, and is automatically renewable on the date of its anniversary. The fees for renewal are FIFTY DOLLARS ($50.00) annually, payable according to the conditions indicated in this agreement. Furthermore, the ENTREPRENEUR agrees, upon renewal, to be bound by WIN’s then current administrative policies and practices.

20.2. The ENTREPRENEUR may, at any time, terminate this agreement and his business relationship with WIN, at the expiration of a delay of thirty (30) days following the reception by WIN of a written notice from the ENTREPRENEUR to such effect.

20.3. Immediately upon termination, the ENTREPRENEUR will no longer have any right to the PRODUCTS AND SERVICES or any other advantage that were conferred to him by virtue of his adherence to WIN’s SYSTEM.

20.4. The ENTREPRENEUR will be unable to reintegrate WIN’s SYSTEM before the expiration of a twelve (12) month delay following the date of the termination of his business relationship with WIN.

20.5. In the event of the termination of this agreement, the ENTREPRENEUR recognizes that WIN may, at its sole discretion and without having to give the ENTREPRENEUR prior notice, withdraw the availability of all PRODUCTS AND SERVICES and/or forbid access to such PRODUCTS AND SERVICES, and will be in no way held liable for any damage whatsoever towards the ENTREPRENEUR or a third party.

21. DAMAGES.

21.1. Should WIN give a mandate to a collection agency or a law firm to exercise any right arising from this agreement against the ENTREPRENEUR, including the recovery of a sum which is payable to WIN by the ENTREPRENEUR, the ENTREPRENEUR agrees to pay to WIN in addition to any amount owed, an additional amount equal to twenty per cent (20%) of such unpaid amount in capital and interest as liquidated damages, without limiting WIN’s other rights and recourses.

22. NOTICES.

22.1. The transmission of any notice or document required under this agreement, shall be deemed to be duly given when sent to its recipient, personally, or by registered or certified mail, by regular mail, by fax or by e-mail. For the transmission of any such notice or document, WIN will be deemed to have correctly forwarded such notice or document to its recipient, by using the latest available information found in WIN’s files with respect to the coordinates of the recipient concerned by the notice and this notice or document will be presumed having been received by the recipient on the third (3rd) day following its transmission.

23. ACT OF GOD.

23.1. The ENTREPRENEUR and/or WIN will not be considered in default for non-compliance with the administrative policies and practices, if such non-compliance is caused by an Act of God. Act of God is any cause which is not dependent on the will of the party concerned, and could not have reasonably anticipated or foreseen or against which the party could not protect itself. Act of God includes namely but without limitation, any fortuitous cause, strike, partial or complete work stoppage, lock-out, fire, riot, intervention by civil or military authorities, acts of war or other situation of the same nature.

24. CONFIDENTIALITY.

24.1. The ENTREPRENEUR agrees to keep strictly confidential and not to communicate or disclose all or part of the CONFIDENTIAL INFORMATION to anyone or for the benefit of any person, business or partnership, unless he has obtained WIN’s prior written consent.

25. ETHICS.

25.1. The ENTREPRENEUR must manage his business in keeping with the highest standards of honesty and integrity towards WIN, the other ENTREPRENEURS, the consumers of PRODUCTS AND SERVICES and any other participant in WIN’s SYSTEM. As such, the ENTREPRENEUR must, in all circumstances, act with professionalism, rigour and loyalty in applying and WIN’s demanding administrative policies and practices and to avoid any acts which may negatively affect WIN’s or WIN’s SYSTEM’s image and reputation.

26. WAIVER

26.1. Failure by WIN to insist upon strict performance of any of the covenants or conditions of this agreement or to exercise any right herein contained shall not be considered as a waiver or relinquishment of any such covenant, condition or right, but the same shall remain in full force and effect.

27. MODIFICATION.

27.1. WIN may, whenever it deems necessary, unilaterally modify or change its administrative policies and practices and namely, without limitation, its bonus plan, and the ENTREPRENEUR agrees and undertakes to adhere to WIN’s most recent administrative policies and practices in order to have the right to continue to participate in WIN’s SYSTEM.

28. GOVERNING LAW AND ELECTION OF DOMICILE.

28.1. The entirety of the business relationship between WIN and the ENTREPRENEUR and namely, but without limitation, the interpretation, execution, application, validity and the effects of WIN’s administrative policies and practices are subject to the laws applicable in Charlestown, Nevis, W.I.

Thus, all applications for arbitration or other claims or requests whatsoever, related to any litigation existing between the ENTREPRENEUR and WIN shall be instigated before the competent Courts or arbitrator having competence in Charlestown, Nevis, W.I., to the exclusion of all other courts or arbitrator and any other venue or place. The ENTREPRENEUR agrees and accepts to elect domicile in Charlestown, Nevis, W.I.