SAFELANDL TERMS AND CONDITIONS

DISCLAIMER

Earnings Disclaimer

WE HAVE MADE EVERY EFFORT TO ACCURATELY REPRESENT OUR PRODUCTS AND SERVICES. THE REPRESENTATION OF THE POTENTIAL OF OUR PRODUCTS AND SERVICES IS SUBJECT TO OUR INTERPRETATION.

WHILE THE EARNINGS POTENTIAL FOR THOSE PEOPLE THAT USE OUR WEBSITE, METHODS, SUGGESTIONS OR OUR OTHER CONTENT IS USUALLY VERY ENCOURAGING. YOU ACKNOWLEDGE THAT YOUR EARNING POTENTIAL IS SUBJECT TO MANY INDEPENDENT FACTORS, ALL OF WHICH VARY FROM INDIVIDUAL TO INDIVIDUAL AND ARE OFTEN OUT OF ANY INDIVIDUAL’S CONTROL.

AS SUCH, WE MAKE NO WARRANTY OR GUARANTEE OF ANY KIND THAT YOU WILL EXPERIENCE ANY SPECIFIC LEVEL OF EARNINGS BY USING OUR WEBSITE, SERVICES, METHODS, SUGGESTIONS OR OUR OTHER CONTENT. ANY EXAMPLES WE HAVE PROVIDED SHOULD NOT BE INTERPRETED AS ANY GUARANTEE OF EARNINGS. WE DO NOT ASSERT THAT OUR WEBSITE, METHODS, SUGGESTIONS OR OUR OTHER CONTENT REPRESENT A “GET RICH SCHEME.”

HOWEVER, WE CANNOT AND DO NOT OFFER YOU ANY DIRECT FINANCIAL ADVICE, NOR ARE WE RESPONSIBLE FOR ANY FINANCIAL DECISIONS YOU MAKE. AS ALWAYS, IT IS YOUR SOLE RESPONSIBILITY TO DISCUSS THE LEGALITY OR FINANCIAL SOUNDNESS OF ANY DECISION YOU MAKE WITH A QUALIFIED PROFESSIONAL BEFORE MAKING SUCH A DECISION. WE DO NOT TAKE ANY RESPONSIBILITY FOR YOUR ACTIONS.

INFORMATION FOUND IN OUR WEBSITE, METHODS, SUGGESTIONS OR OUR OTHER CONTENT MAY CONTAIN INFORMATION THAT INCLUDES FORWARD-LOOKING STATEMENTS. WE BASE ANY FORWARD-LOOKING STATEMENTS SOLELY UPON OUR EXPECTATIONS ON EVENTS THAT HAVE NOT YET OCCURRED. YOU CAN EASILY IDENTIFY SUCH STATEMENTS, AS THEY DO NOT RELATE SPECIFICALLY TO ANY FACTS, WHETHER HISTORICAL OR IN CURRENT DAY. THESE STATEMENTS USE WORDS SUCH AS “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “EXPECT,” “INTEND,” “PLAN,” “PROJECT,” AND OTHER SUCH WORDS THAT IMPLY SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS AND FINANCIAL PERFORMANCE.

ANY AND ALL FORWARD LOOKING STATEMENTS USED ON OUR WEBSITE, METHODS, SUGGESTIONS OR OUR OTHER CONTENT ARE SOLELY BASED UPON OUR OPINION OF EARNINGS POTENTIAL. AS THERE ARE MANY FACTORS THAT WILL DETERMINE YOUR ACTUAL RESULTS, WE MAKE NO GUARANTEES THAT YOU WILL ACHIEVE SIMILAR OR ANY RESULTS FROM YOUR USE OF OUR WEBSITE, METHODS, SUGGESTIONS OR OUR OTHER CONTENT OF OUR CONTENT ARE NOT TYPICAL. YOUR RESULTS WILL VARY FROM OTHER PEOPLE'S.

YOU MUST DO YOUR OWN INDEPENDENT RESEARCH PRIOR TO ENGAGING IN ANY KIND OF BUSINESS ACTIVITY INCLUDING ANY ACTIVITY WHEN YOU HAVE EXPECTATIONS OF SPECIFIC RESULTS OR FINANCIAL RETURNS.

Every Member, Potential Member, Free Trial Member, Interested Customer, or Subscriber of any sort, must fully read this legal disclaimer, understand, and agree, to the legal terms stipulated.

THERE ARE MAJOR RISKS IN TRADING AND INVESTING ONLINE, WHICH MAKES IT UNSUITABLE FOR EVERYONE.

I. Logging onto and using information provided on SAFELAND or submitting an application for any of our services including but not limited to Free Trials, Subscription-Based Services, etc. (hereafter referred to as "MEMBER", "SUBSCRIBER", OR "MEMBERSHIP"), you hereby agree unconditionally to the legal terms and condition stated here.

II. The website, SAFELAND, is an independent website providing information for online traders, day traders, day trading "SUBSCRIBERS", momentum traders, etc., to distribute and exchange information in various forms on subjects including but not limited to FOREX, Futures, and Equities Trading.

III. Information provided in any of the services provided by SAFELAND is solely for educational purposes only. As such, no legal responsibility is assumed by us, and the accuracy or reliability of information, quotes, opinions, or advice that results from any of our services is absolutely not guaranteed. Every "SUBSCRIBER" assumes sole legal responsibility for his or her decisions to follow suggestions made in any of our services to BUY or SELL FOREX Lots, Futures, or Equities.

IV. SAFELAND, and any of our subsidiaries, do not guarantee or represent that any "SUBSCRIBER" who follow any suggestions or advice given in any of our services, will be making profits.

V. SAFELAND, its staff, consultants, and/or outsourcers, may hold positions in multiple FOREX Lots, Futures, or Equities, mentioned in any of the services we provide. We are not obliged in any way to reveal information about this including but not limited to the time of acquisition of Stocks, FOREX, Futures, or Equities, as well as the amount of the position held or the closing time of a position.

VI. We recommend that every "SUBSCRIBER" seeks information from his or her preferred financial or investment advisor before getting into trading Stocks, FOREX, Futures, or Equities. Therefore, SAFELAND is not providing, whatsoever, any professional services, whether financial or investment, and every potential "SUBSCRIBER" is recommended to seek fundamental trading education.

VII.I ("SUBSCRIBER") understand and agree that SAFELAND reserves the right to cancel my subscription at its absolute discretion, and no form of refund will be due to me for whatever reason. I also agree and understand that I reserve the right to cancel my membership by the terms stipulated in the TERMS & CONDITIONS page. I agree that deciding to terminate my 'MEMBERSHIP' before the expiration date of my current subscription entitles me to no form of credits or refunds for my unused 'SUBSCRIPTION' or 'MEMBERSHIP'. I understand that in the event that I cancel my 'MEMBERSHIP' prior to my current subscription period being completed, I am not entitled to any credits or refunds for my unused 'MEMBERSHIP' or 'SUBCRIPTION' term.

VIII. In addition, SAFELAND, reserves the right to approve or deny the reactivation of a cancelled membership. Moreover, SAFELAND is under no legal obligation to disclose reasoning for such denials.

IX. ('SUBSCRIBER' may hereinafter be referred to as 'I', 'MY', 'ME', 'YOU') I accept sole responsibility for any and all trading services outcome; day trading, automated trading, online trading, or online trading decisions, and accept that such decisions are made by ME alone and I bear FULL RESPONSIBILITY of the OUTCOME. All transactions that occur in MY trading account with MY preferred broker are MY responsibility and I accept all legal responsibility for them. Heavy losses can be incurred when buying or selling FOREX, Stocks, Futures, or Equities, and YOU should carefully analyze YOUR financial condition to determine if trading FOREX, Stocks, Futures, or Equities Contracts, is financially prudent for you. I understand that buying or selling Stocks, FOREX, Futures, or Equities, can expose me to severe risks including the fact that I can suffer a loss of a percentage (if not 100%) of MY capital, cash, and/or assets pledged to trade Stocks, FOREX Lots, Futures Contracts, or Equities, through MY legal preferred broker.

X. I understand that SAFELAND is not responsible in any way, whatsoever, for any trading transactions that occur in MY trading account between ME and MY preferred broker. I agree that there may be periods when the Market turns against ME, or unfavorable Market conditions arise which make it hard, if not impossible, for Me to liquidate a position, and I assume full legal responsibility should this occur. I agree that purchasing or selling Stocks, FOREX Lots, Futures, and Equities, stated in any of the services, INCLUDING THE AUTOMATED TRADING SERVICE provided by SAFELAND may result in a profit or loss.

XI. I understand as a trader that I am fully responsible for MY orders placed; MY orders filled; MY Stocks, FOREX Lots, Futures Contracts, or Equities, sold; MY Stocks, FOREX Lots, Futures Contracts, or Equities, bought; MY earned profits or MY incurred losses.

XII. I agree and understand that while the profits of day trading Stocks, Futures, FOREX, or Equities, can be substantial, I am also exposed to the risk of heavy losses of MY cash, capital, or assets, and therefore agree not to hold SAFELAND, and any of its subsidiaries, responsible for any losses, no matter how large they may be. I understand that there may be other risks involved in the Buying/Selling of Stocks, FOREX, Futures, and Equities, online, not stated in this DISCLAIMER and it is my absolute legal responsibility to know, investigate, research, and assume, all additional risks inherent in trading. I also agree that past performance of any of the services offered by SAFELAND should NOT be the basis for expected results of MY trading.

XIII. SAFELAND, or any of its subsidiaries, will not be held responsible to 'SUBSCRIBERS', or any other parties, for incurred losses, costs or expenses, loss of use, and damages (consequential/incidental or both) resulting from mistakes in, omissions from, or changes to, information, links, downloaded material or other materials, a 'SUBSCRIBER' may receive or come into contact with, while accessing the website. We do not provide any guarantees for the accuracy or validity of information provided in any of our services generated from generally reliable sources due to the refusal of such companies to provide legal guarantees for their information.

XIV.The website, SAFELAND, does not accept any liability or legal responsibility for, arising out of use, any investment, online trades, interpretation, or acceptance, of any information available on this website. YOU agree to access this website at your own risk and we do not provide any legal warranty that information available or obtained on this website is absolutely accurate and reliable, or that accessing our servers cannot expose YOU to viruses or other forms of harm. YOU understand that you are solely responsible for damage or costs arising from damage to YOUR computer and any of its components.

XV. YOU agree to refrain from copying, duplicating, and/or soliciting information, material, and other properties owned by SAFELAND, or any of the services we provide unless we grant YOU prior written approval and consent.

XVI. YOU agree that the absolute risk of YOUR trading technique in the trading of Stocks, FOREX, Futures, or Equities, lies solely with you and you accept full legal responsibility for it. You reserve the right to act upon or discard recommendations made in the services we offer and should YOU decide to act upon any of them then YOUR actions are solely YOUR legal decision and SAFELAND, or any of its subsidiaries, will NOT be held responsible.

XVII. The website, SAFELAND, advises all 'SUBSCRIBERS' to practice Demo Trading (trading accounts that do not use real cash) UNTIL you come about with a strategy that ensures consistent profit. Don't forget that real trading is substantially different from Demo trading. Demo Trading mitigates actual market conditions including, but not limited to, quick moving markets, failure to have an order filled, bad market conditions, and so forth. An estimated 30% of your profits during demo trading should be deducted from your profits as this gives YOU a realistic view of possible earnings in actual trading. Keep in mind that there are no guarantees as to how much profits YOU will earn when trading with YOUR own money, even with the deduction of this figure. YOU are fully responsible for any risks inherent in your trades, and any online trading techniques YOU develop by using any of our services can expose you to risks.

XVIII. SAFELAND. reserves the legal right to review and make changes to its 'MEMBERSHIP' fees at any time it deems necessary without prior notification to subscribers of such adjustments.

XIV. We have a Zero Tolerance Policy for promotion of stocks, abusive language, or acts that we deem disruptive in our Live Trading and Training Rooms, or other areas of our website. And, SAFELAND reserves the right to terminate 'SUBSCRIBERS' found guilty of this policy.

XV.SAFELAND, does not represent itself as an Investment Advisor, or investing in Stocks, Futures, or Equities. We therefore do not provide any kind, whatsoever, of investing advice.

TRADE SIGNALS SERVICE AND FOREX

Risk Disclosure

You should carefully think over your investment objectives, risks and experience before participating in the Futures & Forex market. It is important to not invest money you cannot afford to lose.

The purpose of this document is to advise you of the possible associated risks with trading Futures and Foreign Exchange (Forex, FX) as required under the Market and the IFSC. By reviewing this disclosure document, you are under no obligation to commit to an investment with us; however, the content is based on those proposing to trade with SAFELAND It is acknowledged and therefore should be noted, that this Risk Disclosure does not contain all the risks involved in trading Forex and is there as a guide to assist the Client in acknowledging the possible risks involved. Each Client should ensure that their decision is made on an informed basis and that they are happy with the information available to them. If you are unsure or do not understand this Risk Disclosure document, please seek independent financial advice.

PLEASE READ THE BELOW BEFORE UNDERTAKING ANY TRADES WITH US

Prior to trading Forex you must be aware of the risks involved. The high degree of leverage associated with these types of investments means that the degree of risk compared to other financial products is higher. Leverage (or margin trading) may work against you resulting in substantial loss as well as for you resulting in substantial gain.

Past performance of these types of investments does not guarantee any future results. You must bear in mind any commission and tax liabilities you personally will have from investing with us. SAFELAND accepts no liability for any tax you may be required to pay on any profits made during the time you are an account holder with us.

Trading on Margin involves a high level of risk and is not suitable for all investors. The high degree of leverage can work against you as well as for you and the speeds, which profits and losses can occur, means that clients should monitor positions closely – it is the clients’ sole responsibility to monitor open trades. Before trading, you should carefully consider your investment objectives, level of financial experience, and risk appetite. If you are at all unsure as to the suitability of the products offered by SAFELAND, please seek independent financial advice. There is always a relationship between high reward and high risk. Any type of market or trade speculation that can yield unusually high returns is subjected to high risk. Only surplus funds should be placed at risk and anyone who does not have such funds should not participate in trading Forex. SAFELAND is not liable for any loss or damage, including without limitation, any loss of profit, which may arise directly or indirectly from use of or reliance on systems and signals provided by services of SAFELAND . SAFELAND is not responsible for correctness of any signals and systems available through SAFELAND.

Any opinions, news, research, analyses, prices, or other information offered by SAFELAND does not constitute investment advice. SAFELAND will not accept liability for any loss or damage, including without limitation to, any loss of profit, which may arise directly or indirectly from use of or reliance on such information.

Policies & Procedures

Notice: Please be aware that due to high incidences of online fraud, people in the following countries may be asked to send in notarized, original copies of their documents: Malaysia, Thailand, Singapore, Indonesia, Russia, Nigeria, India, Pakistan and the Philippines.

SECTION ONE: AFFILIATE STATUS

1.01 BECOMING AN AFFILIATE

An applicant becomes an Affiliate ("Independent Sales Representative") of SAFELAND, when the applicant's completed Application and Agreement has been received and accepted by the Company, by Internet or by mail, at its Home Office. Company reserves the right to decline any Agreement for any reason, at its sole discretion.

Affiliate uses his/her best effort to promote and sell products and services of Company to consumers pursuant to the Agreement contained within these Policies and Procedures and Terms and Conditions. In doing so, Affiliate will maintain the high standards of honesty, and integrity and business ethics when dealing with Consumers, Company or other Company Affiliates.

1.02 MEMBERSHIP FEES, CHARGES AND/OR PURCHASES

An initial fee, charge and/or purchase may required to become an Affiliate. As an Affiliate, you agree to pay and authorize automatic, recurring, billing of the membership fee by any available payment methods, until cancelled. Any automatic, recurring, billing of the membership fee is not refundable and will not be prorated. You authorize Company to initiate debit entries from the account provided and for the membership fee, as well as any other purchases made on the Site.

1.03 AFFILIATES OBLIGATIONS & RIGHTS

Affiliates are authorized to sell Company products and services.

1.04 LEGAL AGE

Affiliates must be of legal age.

1.05 DIVORCE

When a couple sharing Affiliate entity divorces or separates, Company will continue to pay commission checks in the same manner as before the di­vorce or separation until it receives written notice signed by both parties or a court order which specifies how future commission checks should be paid, provided and if applicable, the couple has complied with the require­ments of Section 5.03.

1.06 CORPORATIONS, PARTNERSHIPS & TRUSTS

Corporations, partnerships, limited liability companies or other forms of business organizations or trusts may become Affiliates of Company when the Agreement is accompanied by a federal ID number.

Shareholders, directors, officers, partners, members, beneficiaries and trustees, as applicable of Affiliate entity must agree to hold such title, and Company will hold each personally liable and bound by the Agreement and these Policies and Procedures and Terms and Conditions.

1.06 FICTITIOUS OR ASSUMED NAMES

A person or entity may not apply as an Affiliate using a fictitious or assumed name.

1.11 LEGAL COMPLIANCE Affiliates must comply with all federal, state and local statutes, regula­tions and ordinances concerning the operation of their business. Affiliates are responsible for their own managerial decisions and expenditures in­cluding all estimated income and self-employment taxes.

SECTION TWO: TERM & RENEWAL

2.01 TERM

Subject to the terms of Section 4.01, the Agreement shall have a term which shall begin on the date of acceptance by Company and end one year from the date thereof (the "Anniversary Date").

2.02 RENEWAL

Affiliates must renew annually, on the Anniversary Date and Affiliate has the right to decline to accept any renewal at its sole discretion. Company may require that Affiliates execute a new Agreement upon renewal. Affiliates not renewing by the renewal date shall be deemed to have voluntarily terminated their Affiliate rela­tionship with Company, and thereby lose their Affiliate entity, all sponsorship rights, their position in the Compensation Plan and all rights to com­missions and bonuses. Affiliates who fail to renew their Affiliate sta­tus may not reapply under a new sponsor for three (3) months after non-renewal.

SECTION THREE: SPONSORSHIP

3.01 SPONSORING

Affiliates may sponsor other Affiliates into Company's business. Affiliates must ensure that each potential new Affiliate has reviewed and has had access to the current Policies and Procedures, Terms and Conditions and Com­pensation Plan prior to or when giving the individual an Agreement.

3.02 MULTIPLE AGREEMENTS

If an applicant submits multiple Affiliates which list different spon­sors, only the first completed Agreement received by Company will be ac­cepted.

3.03 TRAINING REQUIREMENT

A Sponsor must maintain an ongoing professional leadership association with Affiliates in his or her organization and must fulfill the obligation of performing a bona fide supervisory or sales function in the sale or delivery of products and services.

3.04 INCOME CLAIMS

Affiliates must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective Affiliates, nor may Affiliates use their own incomes as indications of the success assured to others. Commission checks may not be used as mar­keting materials. Affiliates may not guarantee commissions or estimate expenses to prospects.

3.05 TRANSFER OF SPONSORSHIP

The company does not permit the transfer of sponsors. Network Marketing is a business of creating relationships. Once an Affiliate is sponsored, the company believes in maximum protection of that relationship. The only exception is upon prior written ap­proval of Company to correct ethical violations as determined at the sole discre­tion of Company.

3.06 CROSS SPONSORING

Affiliate may not sponsor, or attempt to sponsor, any non personally sponsored Affiliates in any other Network Marketing Company. In addition, no Affiliate may participate in any action that causes another Affiliate to be sponsored through someone else into another network marketing company.

3.07 CROSS RECRUITING WITHIN ITRADEUP INC.

An Affiliate may not recruit, or attempt to sponsor, any non-personally sponsored Affiliate/Customer, that are active or inactive, in SAFELAND Inc. (SAFELAND), for less than six (6) months. Cross Recruiting another Affiliate/Customer, will have a mandatory suspension of thirty (30) days, and commissions and/or bonuses will be forfeited. The suspension will precede an investigation, which may result in termination of the Affiliate. SAFELAND has a Zero Tolerance Policy, both for Cross Recruiting and Cross Sponsoring.

SECTION FOUR: RESIGNATION/TERMINATION

4.01 VOLUNTARY RESIGNATION

a) Affiliate may voluntarily terminate his or her Affiliate status by failing to renew or by sending thirty (30) days written notice of such resignation or termination to Company. Voluntary resignation is effective upon receipt of such notice by Company.

b) Affiliate who resigns or terminates their Affiliate status may reapply as Affiliate, three (3) months after resignation.

4.02 SUSPENSION

Independent Sales Representative may be suspended for violating the terms of his or her Agree­ment, which includes these Policies and Procedures, the Terms and Conditions and the Compensation Plan and other documents produced by Company. When a decision is made to sus­pend Independent Sales Representative, Company will inform the Independent Sales Representative in writing that the sus­pension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspen­sion (if any). The suspension notice will be sent to the Independent Sales Representatives "address on file" pursuant to the notice provisions contained in the Policies and Procedures and Terms and Conditions. Such suspension may or may not lead to termination of the Independent Sales Representative as so determined by Company at its sole discretion. If the Independent Sales Representative wishes to appeal, Company must receive such appeal in writing within fifteen (15) days from the date of the suspension notice. Company will re­view and consider the suspension and notify the Independent Sales Representative in writing of its decision within thirty (30) days from the date of the suspension notice. The decision of Company will be final and subject to no further review. Company may take certain action during the suspension period, including, but not limited to, the following:

a) Prohibiting the Independent Sales Representative from holding himself or herself as Independent Sales Representative or using any of Company's proprietary marks and/or materials;

b) Withholding commissions and bonuses that are due the Independent Sales Representative during the suspension period;

c) Prohibiting the Independent Sales Representative from purchasing services and products from Company; and/or;

d) Prohibiting the Independent Sales Representative from sponsoring new Independent Sales Representatives, con­tacting current Independent Sales Representatives or attending meetings of Independent Sales Representatives.

If Company, at its sole discretion, determines that the violation which caused the suspension is continuing, and has not satisfactorily been resolved or a new violation involving the suspended Independent Sales Representative has occurred, the suspended Independent Sales Representative may be terminated.

4.03 TERMINATION

Independent Sales Representative may be immediately terminated for violating the terms of his or her Agreement, which includes these Poli­cies and Procedures, Terms and Conditions and the Compensation Plan and other documents produced by Company upon written notice. Company may terminate a violating Independent Sales Representative with­out placing the Independent Sales Representative on suspension, at Company's sole discretion. When the decision is made to terminate Independent Sales Representative, Company will inform the Independent Sales Representative in writing at the address in the Independent Sales Representative's file that the termination has occurred.

4.04 APPEAL

If Independent Sales Representative wishes to appeal the termination, Company must receive the appeal in writing within fifteen (15) days from the date of notice of termina­tion. If no appeal is received within the fifteen (15) day period, the termina­tion will automatically be deemed final. If Independent Sales Representative files a timely notice of appeal, Company will review the appeal and notify the Independent Sales Representative of its deci­sion within ten (10) days after receipt of the appeal. The decision of Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.

4.05 EFFECT OF TERMINATION

Immediately upon termination, the terminated Independent Sales Representative:

a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of Company.

b) Must cease representing themselves as Independent Sales Representative of Company;

c) Loses all rights to his or her Independent Sales Representative position in the Com­pensation Plan and to all future commissions and earnings resulting there­from;

d) Must take all action reasonably required by Company relating to protection of Company's confidential information. Company has the right to offset any amounts owed by Independent Sales Representative to Company including, without limitation, any indemnity obligation incurred pursuant to Section 11.01 herein, from commissions or other compensation due to the Independent Sales Representative.

4.06 REAPPLICATION

The acceptance of any reapplication of a terminated Independent Sales Representative or the application of any family member of a terminated Independent Sales Representative shall be at the sole discretion of Company and can be denied.

4.07 STATE LAWS

Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.

SECTION SIX: PROPRIETARY INFORMATION

6.01 CONFIDENTIALITY AGREEMENT

During the term of the Agreement, Company may supply to Affiliates con­fidential information, including, but not limited to genealogical and Downline reports, customer lists, customer information developed by Company or devel­oped for and on behalf of Company by Affiliates (including, but not limited to, credit data, customer and Affiliate profiles and product purchase infor­mation), Affiliate lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to Company and is transmitted to Affiliates in strictest confidence on a "need to know" basis for use solely in Affiliates business with Company. Affiliates must use their best efforts to keep such information confidential and must not dis­close any such information to any third party, or use this information for any non-company activity directly or indirectly while an Affiliate and thereafter.

Affiliates must not use the information to compete with Company or for any purpose other than promoting Company's program and its products and services. Upon expiration, non-renewal or termination of the Agreement, Affiliates must discontinue the use of such confidential information and promptly return any confidential information in their possession to Company.

6.02 COPYRIGHT RESTRICTIONS

With respect to product purchases from Company, Affiliates must abide by all manufacturers' use restrictions and copyright protections.

6.03 VENDOR CONFIDENTIALITY

Company's business relationships with its vendors, manufacturers and suppli­ers are confidential. Affiliates must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of Company except at Company sponsored events at which the supplier or manufacturer is present at the request of Company.

SECTION SEVEN: TRADEMARKS, LITERATURE & ADVERTISING

7.01 TRADEMARKS

Companies name trademarks, service marks and copyrighted materials are owned by the Company. The use of such marks and materials must be in strict compli­ance with these Policies and Procedures.

7.02 ADVERTISING & PROMOTIONAL MATERIALS

Only the promotional and advertising materials produced by Company or ap­proved in advance in writing by Company may be used to advertise or promote an Affiliate's business or to sell products and services of Company. Company's litera­ture and materials may not be duplicated or reprinted without the prior written permission.

7.03 USE OF COMPANY NAME

Affiliates may use the name of Company only in the following format: " Affiliate for SAFELAND".

7.04 STATIONERY AND BUSINESS CARDS

Affiliates are not permitted to "create" their own stationery, business cards or letterhead graphics, if Company's trade name or trademarks are used. Only the approved Company's graphics version and wording are permitted; letterhead, envelopes and business cards must be ordered using the online/stationery order form.

7.05 ELECTRONIC ADVERTISING

Affiliates may not advertise or promote their Affiliate business or Company's business, products or marketing plan or use Company's name in any elec­tronic media or transmission, including on the Internet via web sites or oth­erwise, without the prior written approval of Company's legal department.

SECTION EIGHT: PAYMENT OF COMMISSIONS

8.01 BASIS FOR COMMISSIONS

Commissions and other compensation cannot be paid until a completed Agreement has been received and accepted by Company. Commissions are paid ONLY on the sale of Company services and products. No commissions are paid on the purchase of Sales materials or for Sponsoring Affiliates. In order to receive commissions on products and services sold, Company must have received and accepted an Agreement prior to the end of the commission period in which the sale is made.

8.02 COMMISSION PERIOD

A business period refers to the time period opening on the first (1st) day of the commission period and extending up until order entry closes on the last business day of the period (5:00 p.m.). Company offices are open Monday through Friday 9 a.m.-5 p.m., with the exception of certain holidays as posted by Company.

8.03 COMMISSION PAYMENTS

Commissions are paid to "qualified” Affiliates as defined within the Compensation Plan. Affiliates must consult the Compensation Plan for a detailed explanation of the benefits, commission structure and require­ments of the Compensation Plan.

8.04 OFFSET OF COMMISSIONS

Any commissions or bonuses earned and paid on products returned is the obligation of and must be repaid to Company by Affiliates earning such commissions. Company has the right to offset such amounts against future com­missions and other compensation paid or owed to such Affiliates who received commissions.

8.05 PAYMENT OF BONUSES AND COMMISSIONS

In order for any member or Affiliate to receive any bonuses or commissions from the Company, the member or Affiliate must be "Active" and in "Good Standing". "Active" refers to a member or Affiliate that is paying their monthly subscription and using the products and services of the Company on a regular basis. "Good Standing" refers to a member or Affiliate that does not owe any monies to the Company.

8.06 INACTIVE EWALLET

SAFELAND has a strict 90 Day Policy, and will reverse all commissions deposited in your eWallet after 90 days of inactivity.

SAFELAND strongly recommends that you transfer as soon as possible all commissions from your eWallet. Therefore, it is your responsibility to transfer all commissions from your eWallet within 90 days of being deposited on your eWallet.

Please note that if your commissions are reversed due to your eWallet becoming inactive after 90 days, SAFELAND is not obligated to deposit back any reversed commissions.

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SECTION NINE: PURCHASE & SALE OF SERVICES

9.01 PAYMENT OPTIONS

Payments made by credit card may be subject to up to a 24 hour hold during this period we cannot guarantee your placement in the referral network until payment is authorized. If an underpayment is made, the order will not be processed until the full amount is received by Company. If an overpayment is made, Company will process the order and issue a credit to Affiliate's account, which will automatically refund on the next commission check paid to Affiliate. Orders will not be processed if cancellation of a credit card is made. Orders for services are not effective until accepted by Company.

9.02 PROMOTIONAL ITEMS

All promotional items which bear Company name or logo must be purchased solely from Company unless prior written permission is obtained from Company.

9.03 SERVICES CLAIMS

Affiliates may make no claim, representation or warranty concerning any service of Company, except those expressly approved in writing by Company or contained in official Company materials.

9.04 FAX BLASTS, SPAMMING

Fax blasting and unsolicited e-mailing (SPAMMING) is prohibited.

10.02 WARRANTIES

Except as expressly stated herein, Company makes no warranty or representa­tion as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any product or service purchased from or through Company.

SECTION ELEVEN: GENERAL PROVISIONS

11.01 INDEMNITY AGREEMENT

Each and every Affiliate agrees to indemnify and hold harmless Company, 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 attorneys' 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 Affiliates (a) activities as Affiliate; (b) breach of the terms of the Agreement; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.

11.02 PROCESSING CHARGES

Company reserves the right to institute a processing charge for commission checks and/or genealogy requests.

11.03 OTHER SERVICES

Affiliates may not promote or sell another company's services at functions organized to feature Company and its products/services. Affiliates are not restricted from selling the services and products of other companies, however promotion of any other companies' services, products and/or business programs to Company Affiliates or Customers is strictly prohibited.

11.04 LIABILITY

To the extent permitted by law, Company shall not be liable for, and each Affiliate releases Company from, and waives all claims for any loss of profits, indi­rect, direct, special or consequential damages or any other loss incurred or suffered by Affiliate as a result of (a) the breach by Affiliate of the Agreement and/or the Terms and Conditions and/or the Policies and Procedures; (b) the operation of Affiliate's business; (c) any incorrect or wrong data or information provided by Affiliate; or (d) the failure to provide any information or data necessary for Company to operate its business, including, with­out limitation, the enrolment and acceptance of Affiliate into the Com­pensation Plan or the payment of commissions and bonuses.

11.05 RECORDKEEPING

Company encourages all Affiliate to keep complete and accurate records of all their business dealings.

11.06 FORCE MAJEURE

Company shall not be responsible for delays or failure in performance caused by circumstances beyond a party's control, such as but not limited to: fire, flood, earthquake, storm, power outages, labour difficulties, strikes, war, government decrees or orders and/or curtailment of a party's usual source of supply.

11.07 VIOLATIONS

It is the obligation of every Affiliate to abide by and maintain the in­tegrity of the Policies and Procedures and Terms and Conditions. If Affiliate observes another Affiliate committing a violation, he or she should discuss the violation di­rectly with the violating Affiliate. If the Affiliate wishes to report such violation to Company, he or she must detail violations in writing only and mark the correspondence "Attention: Legal Department".

11.08 AMENDMENTS

Company reserves the right to amend the Agreement, Policies and Procedures, Terms and Conditions, its retail prices, product and service availability and the Compensa­tion Plan type at any time without prior notice as it deems appropriate. By entering into the Affiliate Agreement, an Affiliate agrees to abide by all amendments or modifications that Company elects to make. Amend­ments will be communicated to Affiliate through official Company notifications such as, but not limited to, posting on Company website, posting in Affiliate back office, e-mail, special mailings or publications. Amendments are effective and binding upon submission to the Company website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment will control. The continuation of an Affiliate business, the acceptance of any benefits under the Agreement, or acceptance of commissions from the sale of products or services constitutes acceptance of all amendments.

11.09 NON-WAIVER PROVISION

No obliga­tion or provision herein, and no custom or practice of the parties at variance with these Policies and Procedures, shall constitute a waiver of Company's right to demand exact compliance with these Policies and Procedures. Company's waiver of any particular default by Affiliate shall not affect or impair Company's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Affiliate. No delay or omis­sions by Company to exercise any right arising from a default effect or impair Company's rights as to that or any subsequent or future default. Waiver by Company can be affected only in writing by an authorized officer of Company.

11.11 DISPUTES

In the event a dispute arises between the Company and an Affiliate regarding their respective rights, duties under this agreement, or in the event of a claim of breach of the Affiliate Agreement, it is agreed that such dispute shall be exclusively resolved pursuant to binding arbitration under the Arbitration Laws of Nigeria with arbitration to occur at Port Harcourt. The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney's fees and costs to the prevailing party. An award of attorney's fees and costs shall continue through any review, appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.

11.12 ENTIRE AGREEMENT

The Policies and Procedures are incorporated into the Agreement and, along with the Terms and Conditions and Compensation Plan, constitute the entire agreement of the parties regarding their business relationship.

11.13 SEVERABILITY

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

11.14 LIMITATION OF DAMAGES

TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, OFFIC­ERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR, AND AFFILIATE HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPE­CIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANY PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSI­NESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY COMPANY AND COMPANY, WHETHER SOUNDING IN CONTRACT TORT OR STRICT LI­ABILITY. COMPANY SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED TO, THE AMOUNT OF UNSOLD COMPANY SERVICES AND/OR PRODUCTS OF COMPANY OWNED BY THE AFFILIATE AND ANY COMMISSIONS OWED TO THE AFFILIATE.

11.15 NOTICE

Any communication, notice or demand of any kind whatsoever which either the Affiliate or Company may be required or may desire to give or to serve upon the other shall be in writing and delivered by electronic commu­nication whether by telex, telegram, Email or telecopy (if confirmed in writ­ing sent by registered or certified mail, postage prepaid, return receipt re­quested). Any such communication, notice or de­mand shall be deemed to have been given or served on the date of confirmed dispatch, if by elec­tronic communication, or on the date shown on the return receipt or by other evidence if delivery is by mail.

11.16 USE OF MATERIAL

All materials included on the SAFELAND™ websites and any other content are protected by copyright, trademark and other laws as property of the SAFELAND Corporation & any of its subsidiary entities, unless otherwise noted. Unauthorized use of the logo, branding, or any such company materials violates copyright, trademark and other laws. As an Independent Business Owner, you may download and or print the company approved materials for use only. Copies that you make of the material must bear any copyright, trademark or other proprietary notices located on the SAFELAND™ websites, presentations, and or social media which pertain to the material being copied. Any other sale, modification, reproduction, re-distribution, publication or re-transmission of any information from the SAFELAND™ in whole or in part without the prior written permission of the Parent Corporation, is strictly prohibited.