True Value Savings

Statement of Policies and Procedures


Code of Ethics

As an Independent Business Associate (hereinafter "IBA”) of True Value LLC (hereinafter "True Value Savings” "the Company” or "TVS”) I hereby promise and agree that:

1. I will be honest and forthright in all my transactions while acting as an IBA of TVS, and will perform all activities in a manner that will enhance my reputation and the reputation of TVS.

2. I will not engage in any illegal or deceptive practice.

3. I will be courteous and respect the time and privacy of everyone I contact or solicit in the course of my TVS business. I recognize that TVS’s policies anticipate and require the highest ethical conduct of TVS IBAs in all their TVS business dealings.

4. I will fulfill my leadership responsibilities as a Sponsor, including training and providing support to the IBAs in my organization. I understand that the people I sponsor will have an increased opportunity for success in TVS when they receive ongoing training and support.

5. I will make no income claims or representations regarding the TVS compensation plan, except those in TVS literature. I acknowledge that TVS IBA’s success depends on many variables, such as amount of time and effort committed to his or her business and his or her skills and organizational ability.

6. I will make no claims for TVS products, services or its income opportunity except as published in official TVS literature. I understand that even my truthful reports of personal experience of benefits received from TVS products, services or its income opportunity may be interpreted as improper TVS claims if I use those experiences as a sales device.

7. I understand and agree that I am solely responsible for all financial and legal obligations incurred by me in the course of my business as an IBA of TVS products and services, including self-employment taxes, income taxes, sales taxes, license fees, etc. I understand that I am an independent contractor for all federal and state tax purposes.

8. I will compete aggressively but fairly, and I will respect the participants of other network marketing opportunities. I will not solicit from the IBAs lists or customer lists of other network marketing companies, nor focus sales or recruiting efforts solely on the customers or IBAs of any other single company. I will not use sales materials that are regarded as proprietary by other companies.

1. OPERATIONAL POLICIES AND PROCEDURES

The policies and procedures serve as a guide to your relationship with True Value Savings LLC hereinafter "TVS.” Carefully review this document. We are here to support you and your efforts in your new business. Please contact your upline sponsor or the corporate office if you have any questions. TVS embraces all of the principles of ethical personal and sound business conduct that makes us a company of trust and a legacy in this industry. TVS is a direct selling, internet sales company marketing commercial and consumer products to its customers through Independent IBAs. The Policies and Procedures herein are applicable to all IBAs of TVS. This statement of Policies and Procedures and the Compensation Plan are incorporated into the IBA Application and Agreement and constitute the entire agreement of the parties regarding their business relationship.

These rules are reasonably related to the laws of the State of Florida and shall be governed in all respects thereby. These policies and all agreements between TVS and Independent IBAs shall be governed by the laws of the State of FL, and are binding on successors and assigns of both parties. Should any portion of these rules and regulations, of the Independent IBA application and agreement, or of any other instruments referred to herein or issued by TVS, be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.

2. Application for Independent IBA Status

A person may become a TVS IBA by completing, signing and returning a IBA Agreement to TVS Corporate Headquarters, or by completing the on-line sign-up process. No person is required to purchase any TVS products or services.

The signed IBA Agreement becomes a binding contract when the IBA Agreement is received and accepted by TVS. TVS reserves the right to reject at its discretion, any application deemed unacceptable. Applicants and IBAs may not submit inaccurate or false information on an IBA Agreement. Incomplete and inaccurate IBA Agreements will not be accepted by TVS, but will be returned for completion and resubmission. Each IBA is responsible for informing TVS of any changes affecting the accuracy of the IBA Agreement.

3. Liability

To the extent permitted by law, TVS shall not be liable for and the IBA releases TVS from, and waives all claims for any loss of profits, direct or indirect, special or consequential damages or any other loss incurred or suffered by the IBA as a result of (a) the breach by an IBA of this Agreement, (b) the operation of IBA’s business, (c) any incorrect or wrong data or information provided by an IBA, or (d) the failure to provide any information or data necessary for TVS to operate its business, including without limitation, the enrollment and acceptance of an IBA into the income opportunity or the payment of commissions and bonuses.

4. Independent Contractor Status

TVS IBAs are independent contractors. They are not franchisees, joint venture partners, employees or agents of TVS, and are prohibited from stating or implying, whether orally or in writing, otherwise. IBAs have no authority to bind TVS to any obligation. Independent IBAs will not be treated as employees with respect to such services for federal or state tax purposes. TVS is not responsible for payment or co-payment of any employee benefits. IBAs set their own hours and determine how to conduct their TVS business, subject to the Agreement and the Policies and Procedures. IBAs are responsible for liability, health, disability and workmen’s compensation insurance. As an IBA, you are responsible and agree to pay your own business expenses.

5. Legal Age

All IBAs must be of legal age in their state of residence to apply to become an IBA.

6. TVS IBA ID# and/or User Name

Every TVS IBA will be issued a unique Personal Identification and User Name, which will be used by the IBA for security purposes when placing product orders and when requesting Genealogy and status information. The original IBA Agreement must be submitted using a Social Security Number or, in the case of a business entity (corporation, partnership or trust), a Federal Tax Identification Number for the entity, or appropriate trust identification number. IBA Agreements will not be accepted without one of these numbers.

7. Territory

Each TVS IBA is authorized to conduct business anywhere in the U.S.A. and its territories. International operations will be coming soon and will be announced in the Company literature or on a Company conference call. There are no territorial restrictions.

8. IBA Marriage

If two IBAs marry, they may maintain their separate, independent organizations.

9. IBA Divorce

If married IBAs who share an IBA position obtain a divorce, TVS will continue to treat the IBA pursuant to the original IBA Agreement until such time as TVS receives written notice, signed by both parties, and notarized, or a court order or decree directing otherwise. In addition, divorced IBAs should submit to TVS a certified copy of any legal judgment or decree, specifying how future payments of commission checks are to be paid.

10. Corporations, Partnerships and Trusts

A Business Entity Registration Form and the standard IBA Application & Agreement Form must be completed and signed by an authorized officer of the corporation, partnership or trustee of the trust and submitted to TVS. Together these documents will become the binding IBA Agreement for such entity.

The Business Entity Registration Form may be found in the back office. It is required for all business entity applicants to have one owner complete the short one page, Business Entity Registration Form. This Form needs to be completed and submitted PRIOR to the first payment of commissions.

The Form may be submitted at: support@truevaluesavings.com

11. Change of Status

IBAs who wish to change their status from that of an individual IBA to a participant in a corporation, partnership or trust, may do so at any time, subject to the policies outlined above, and only under the same Sponsor.

12. Death of an IBA

In the case of the death of a TVS IBA, rights of that IBA position shall pass to the IBA’s heirs. A certified copy of the will or court document along with a new IBAs Agreement in the name of the succeeding individual must be submitted to TVS within ninety (90) days of the death of the IBA. If TVS does not receive appropriate instruction within ninety (90) days of the death of the IBA, TVS will continue to send checks until ordered by the court. Transfer of ownership will take place after receiving appropriate court documents.

13. Fictitious and/or Assumed Names

A person or entity shall not apply as an IBA using a fictitious or assumed name. IBAs must comply with all federal, state and local statutes, regulations and ordinances concerning the operation of their business.

14. IBAs Taxation

As independent contractors, IBAs will not be treated as franchisees, partners, employees, or agents for federal or state tax purposes, including, with respect to the Internal Revenue Code Social Security Act, federal unemployment act, state unemployment acts, or any other federal, state, or local statute, ordinance, rule, or regulation. At the end of each calendar year, TVS will issue to each IBA IRS Form 1099, or other applicable documentation required by law, for non-employee compensation of an IBA. It is the responsibility of each IBA to pay their own income taxes, usually on a quarterly basis.

15. Record-keeping

TVS encourages all its IBAs to keep complete and accurate records of all their business dealings. A recommended publication is the Retail Industry ATG - Chapter 3 – Examination Techniques for Specific Industries (Direct Sellers), available from the IRS web site.

16. Term and Renewal

Subject to the terms of voluntary resignation, suspension and termination discussed in later sections, the agreement shall have a term beginning on the date of acceptance by TVS and be subject to an annual renewal. Notice will be given and TVS reserves the right to charge a renewal fee. IBAs who fail to renew within 30 days will be considered to have voluntarily resigned their IBA position. An IBA who fails or elects not to renew his/her IBA Agreement will lose their IBA position, all sponsorship rights, wholesale purchasing right and their overrides. IBAs who fail to renew their IBA status may not reapply under a new sponsor for six (6) months after non-renewal.

17. Confidentiality Agreement

Any information that is contained in any genealogical printout or downline sales report, or online back office system provided by the company to the IBAs is the proprietary and confidential information of the company and is transmitted to the IBA in confidence. The IBA agrees not to disclose said information whether directly or indirectly to any third party, other person, firm, or entity, nor use the information for purposes of competing with the company or for promoting any other program or products other than TVS program and products. The IBA and the company agree that, without this agreement of confidentiality and nondisclosure, the company would not provide the information to the IBA. The IBA understands and agrees this duty to maintain the confidentiality of this information will survive the termination of their IBA Application and Agreement for a period of Twelve (12) months.

18. IBA Code of Ethics

In pursuing the success of their TVS business, TVS Independent IBAs shall safeguard and protect the reputation of TVS and its products. IBAs shall refrain from all conduct which might be harmful to the reputation of TVS and its products and which may damage the ability of others to fairly represent the TVS opportunity. TVS IBAs will be professional in their approach to their business activities and strictly avoid all deceptive, misleading, discourteous, unethical and immoral conduct. TVS IBAs will respect the honest efforts of fellow IBAs and not engage in predatory or unethical recruitment practices. TVS respects the business activities of all legitimate companies and strictly discourages any TVS IBA from unfairly representing any competing opportunity. TVS believes that the ultimate success of all TVS IBAs depends on its ability to bring important products and opportunities to the market. This will be done in a positive and honorable way.

19. Voluntary Resignation

1) An IBA may voluntarily terminate his or her IBA position status by failing to renew or sending a written notice of resignation or termination to TVS. Voluntary resignation is effective upon receipt of such notice by TVS.
2) An IBA who resigns or terminates his or her IBA status may reapply as an IBA six (6) months after resignation.

20. Suspension

IBAs may be suspended for violating the terms of his or her Agreement, which includes the Policies and Procedures, the Compensation Plan and other documents produced by TVS. When a decision is made to suspend an IBA, TVS will inform the IBA 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 IBAs’ back office at login and an email will be sent as well to the email on file with TVS pursuant to the notice provisions contained in the Policies and Procedures. Such suspension may or may not lead to termination of the IBA position as so determined by TVS in its sole discretion. If the IBA wishes to appeal, TVS must receive such appeal in writing via certified mail within fifteen (15) days from the date of the suspension notice. TVS will review and consider the suspension appeal and notify the IBA in writing of its decision within thirty (30) days from the date of the appeal. The decision of TVS will be final and not subject to further review. TVS may take certain action during the suspension period, including, but not limited to, the following:

1) Prohibiting the IBA from holding himself or herself out as an IBA of TVS or using any of TVS proprietary marks and/or materials;

2) Prohibiting the IBA from purchasing services and products from TVS; and/or

3) Prohibiting the IBA from sponsoring new IBAs, contacting current IBAs or attending meetings of IBAs. If TVS, in its sole discretion, determines that the violation that caused the suspension is continuing, has not satisfactorily been resolved, or a new violation involving the suspended IBA has occurred, the suspended IBA may be terminated.

21. Termination

An IBA may be terminated for violating the terms of his or her Agreement, which includes these Policies and Procedures, the Compensation Plan and other documents produced by TVS. TVS may terminate a violating IBA without placing the IBA on suspension, at TVS sole discretion. When the decision is made to terminate an IBA, TVS will inform the IBA in writing by email and at the address in the IBA’s file that the termination has occurred, effective immediately from the date of the written notification.

22. Appeal

If an IBA wishes to appeal the termination, TVS 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 an IBA files a timely notice of appeal, TVS will review the appeal and notify the IBA of its decision within ten (10) days after receipt of the appeal. The decision of TVS will be final and not subject to 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.

23. Effect of Termination

Immediately upon termination, the terminated IBA:

1) Is no longer authorized to sell TVS products;

2) Must cease representing himself or herself as an IBA of TVS;

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

4) Loses all rights to his or her IBA position and position in the Compensation Plan and to all future commissions and earnings resulting there from; and

5) Must take all action reasonably required by TVS relating to protection of its confidential information. TVS has the right to offset any amounts owed by an IBA to TVS from commissions or other compensation due to the IBA including, without limitation, any indemnity obligation incurred pursuant to the indemnity section.

24. Reapplication

Any person or entity whose agreement is terminated shall not be allowed to reapply to the company.

25. Reentry

Any IBA who transfers his or her IBA position must wait for six (6) months after the effective date of such transfer before becoming eligible to reapply to become an IBA.

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

26. Acquisition of Business

Any IBA desiring to acquire an interest in another IBA’s business must terminate his or her IBA position status and wait six (6) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by TVS in advance.

27. Conditions to Transferability

Except as expressly provided herein, an IBA may not sell, assign, merge or transfer his or her IBA position, or rights thereto, without the prior written approval of TVS and subject to the following conditions:

1) TVS possesses the right of first refusal with respect to any sale, assignment, transfer or merger of any IBA position. An IBA wishing to sell, assign, transfer or merge his or her IBA entity must first provide the upline sponsor with the option to make such a purchase or receive such transfer in writing on the terms and conditions as any outstanding or intended offer. The upline sponsor must advise the IBA within ten (10) business days after receipt of such notice of its decision to accept or reject the offer. If the upline sponsor fails to respond within the ten (10) day period, or declines such offer, the IBA may make the same offer or accept any outstanding offer which is on the same terms and conditions as offered TVS, to any person or entity, who is not an IBA, married to, or a dependent of an IBA, or who has any interest in an IBA position.

2) The selling IBA must provide TVS with a copy of all documents which detail the transfer, including without limitation, the name of the purchaser, the purchase price and terms of purchase and payment.

From the 1st – the 30th day after registration, there is no transfer fee. After 30 days, a transfer fee of $200.00 must accompany the transfer documents;

3) The documents must contain a non-compete covenant made by the selling IBA for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing TVS IBA for a period of one (1) year from the date of the sale or transfer; and

4) Upon a sale, transfer, merger or assignment being approved in writing by TVS, the buying IBA must assume the position of the selling IBA and must execute a current Agreement and all such other documents as reasonably may be required by the Company.

28. Transfers to an IBA

Except as expressly set forth herein, IBAs may not sell, assign or otherwise transfer his or her IBA position (or rights thereto) to another IBA or to an individual which has an interest in a TVS IBA position. Notwithstanding the foregoing, an IBA may transfer his or her IBA position to his or her sponsor, subject to the conditions of the transferability section. In such event, the sponsor’s IBA position and the transferred IBA position shall be merged into one.

29. Change of Sponsorship

Any change of Sponsor is discouraged and requires the prior written approval of TVS (which may be withheld at its sole discretion) and is subject to the following conditions:

1) In the event that TVS is alerted with 24 hours of placement, a change of sponsorship will be considered if the placement was completely incorrect.

2) The notarized, signed consents of the original sponsor, the new sponsor, and the sponsored individual, must be submitted to TVS;

3) A written request for transfer explaining the exact reason for the request of transfer must be submitted to TVS;

4) If authorized, a transfer fee of $100.00 is paid to TVS;

5) The requirements of conditions to transferability section are complied with the Personally sponsored IBAs of the transferred IBA must request in writing to move with their sponsor.

30. Circumvention of Policies

If it is determined, in TVS sole discretion, that an IBA position was transferred in an effort to circumvent compliance with the Agreement of the Policies and Procedures, the IBA’s position will revert back to the transferring IBA who will be treated as if the transfer had never occurred from the reversion day forward. If necessary, and at TVS sole discretion, appropriate action, including, without limitation, termination, may be taken against the transferring IBA to ensure compliance with the Agreement and Policies and Procedures.

31. Termination Returns - [Sales Aids]

An IBA who terminates his/her IBA Status may have the right to return unopened, unencumbered and currently marketable sales aids purchased from the Company within thirty days of termination (90 days in Maryland and Puerto Rico; one year in Idaho, Louisiana, Montana, Nebraska, Oklahoma, South Dakota, and Texas; no time limit in Massachusetts, Georgia, Washington, and Wyoming), provided the material is returned in a CURRENT REUSABLE and RESALABLE CONDITION. Return will be issued in like-kind payment and may take up to 30 days to process. TVS will refund 90% of the cost of returned items to the IBA (unless otherwise required by state law) less any appropriate setoffs and legal claims. No repayment will be made on original shipping and handling charges. The return shipping costs will be borne by the IBA. Additionally, Montana residents who cancel within 15 days are entitled to a 100% refund of any consideration given to participate. In order to assure that refund of returned items will be issued, strict compliance to the following procedures is required:

A written return request must be submitted, stating the reason for the termination, the reason for the return of TVS product and/or sales materials.

Proof of TVS payment and a copy of the Purchase Order Form or packing slip must accompany this written request. TVS sales materials returned without prior authorization will be returned to the IBA. TVS will instruct the IBA where to ship the materials for restocking and verification, and will also provide the IBA with the appropriate quantity of authorized TVS return merchandise shipping labels. Upon receipt and inspection of the return, TVS will process the appropriate refund for payment. IBAs must pay the cost of return freight.

32. Sponsoring

IBAs may sponsor other IBAs in the United States into the TVS business. IBAs must ensure that each potential IBA has reviewed and has access to the current Policies and Procedures and Compensation Plan prior to or when enrolling the individual.

33. Referral Policy

From time to time, prospects will contact TVS directly. It is always the policy of TVS to determine if the prospect has been contacted by a TVS IBA. If this is not the case, the prospect’s information may be forwarded to the active IBA in close proximity to the prospect.

34. Multiple Agreements

If an applicant submits multiple Agreements which list different sponsors, only the first completed Agreement to be received by TVS will be accepted. The decision of TVS is final.

35. Training Requirement

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

36. Cross Selling/Cross Sponsoring

TVS IBAs shall not sell or represent non-TVS products or represent marketing opportunities from other companies to other TVS IBAs. Non-TVS products or opportunities may not be promoted in any way at official TVS events, meetings, conventions or other gatherings.

37. IBA Volume Transfer

TVS does not allow IBAs to transfer sales volume from one IBA to another IBA.

38. Price Changes

Prices of all TVS products and sales materials are subject to change without notice.

39. Sale of Product

TVS Product may be purchased and sold only within the U.S.A. The Company will provide participant access to monthly commission statements, commission checks, and annual 1099 tax forms. The Company will make available to participant, sales aids, product information, and other information.

At no time shall an Independent IBA request either a Social Security number or credit card information from a Customer.

All sales must go through the IBAs’ self replicated website.

40. Training

The participant will receive training by reading the online materials found in TVS Back Office, product information, and other Company materials. Training will also be provided by the sponsor, and Company training seminars.

41. Trademarks and Copyrights

TVS name, trademarks, service marks and copyrighted materials are owned by True Value LLC. The use of such marks and materials must be in strict compliance with these Policies and Procedures.

A unique TVS IBA logo will be available for TVS IBAs to use when promoting TVS.

42. Use of TVS Name

IBAs may use the name of TVS only if they are identified as an Independent IBA of TVS in conjunction with the use of the name TVS and its logo or trademarks.

Advertising and Promotional Materials: Only the promotional and advertising materials produced by TVS or approved in advance in writing by TVS may be used to advertise or promote a IBAs’ TVS business or to sell products and services of TVS. TVS literature and materials may not be duplicated or reprinted without the prior written permission of TVS.

Any ads and ad copy submitted for approval will be considered property of TVS and the party submitting the ads.

Stationery and Business Cards: IBAs are not permitted to create their own stationery, business cards or letterhead graphics if TVS trade name and/or trademarks are used. Only approved TVS graphics version and wording are permitted.

43. Print and Electronic Advertising

All materials used in the placement of any advertising in any print or electronic media, including Internet web sites must be approved by TVS prior to use. IBAs are not permitted to use the TVS trade name as a web site address or in any other manner without the written approval of TVS. This includes YouTube videos. You Tube videos regarding the TVS program, income claims, product claims and/or the TVS Compensation Plan CANNOT be created, in any way.

Telephone, Yellow and White Page Listing: IBAs are not permitted to use TVS trade name in advertising their telephone and FAX numbers in the white or yellow page sections of the telephone book except as outlined below. IBAs are not permitted to list their telephone numbers under TVS trade name without first submitting a request to TVS for approval. If approval is granted for an 800 listing, it must be stated in the following manner: Jones, John D.

44. TVS IBA Telephone Answering

IBAs may not answer the telephone by saying TVS or in any other manner that would lead the caller to believe that he or she has reached the corporate office of True Value Savings LLC.

45. Imprinted Checks

IBAs are not permitted to use TVS trade name or any of its trademarks or service marks on their business or personal checking accounts. However, IBAs may imprint their TVS business checks with "Independent TVS IBA”.

46. Endorsements

No endorsements by a TVS officer or administrator or third parties may be asserted, except as expressly stated in TVS literature. State regulatory agencies do not approve or endorse direct selling programs. Therefore, IBAs may not represent or imply, directly or indirectly, that TVS program, products or services have been approved or endorsed by any governmental agency.

47. Media Inquiries

Media inquiries should be referred to TVS Corporate Office.

48. Recordings

IBAs may not produce or reproduce for sale or personal use products sold by TVS or any of TVS-produced literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping of TVS meetings and conferences is strictly prohibited, without Company permission. Still photography is allowable at the discretion of the meeting host.

No electronic postings on eBay, Amazon, Craig’s List are allowed. All such postings are strictly prohibited.

No Facebook listing may use the TVS name. ALL Facebook postings must abide by these Policies and Procedures. At no time can the TVS name or logo be placed on Facebook in any manner which makes it appear that you are TVS. ONLY the official TVS IBA logo may be used on Facebook.

Any self created videos (such as YouTube) regarding TVS will be strictly prohibited unless prior approval is given in writing from TVS.

49. Independent Communications

IBAs, as independent contractors, are encouraged to distribute information and direction to their respective downlines. However, IBAs must identify and distinguish between personal communications and the official communications of TVS.

50. Copyright Restrictions

With respect to product purchases from TVS, IBAs must abide by all manufacturers’ use restrictions and copyright protections.

51. Vendor Confidentiality

TVS business relationships with its vendors, manufacturers and suppliers are confidential. IBAs must not contact, directly or indirectly, or speak to or communicate with any supplier or manufacturer of TVS except at a TVS-sponsored event at which the supplier or manufacturer is present at the request of TVS.

52. Promotional Materials

TVS reserves the exclusive right to all uses of its trade names, trademarks, logos and copyrighted material. TVS prohibits the unauthorized use of any of its protected names, marks or logos on any materials for personal use or for resale.

53. Testimonials

One of the most effective ways to share the TVS products is to share your personal experiences. These experiences must be your own.

54. Income Claims

IBAs must truthfully and fairly describe the Compensation Plan. No false or misleading income claims may be made to prospective IBAs. IBAs may not use their own incomes as indications of the success assured to others. Commission checks may not be used as marketing materials. IBAs may not guarantee commissions or estimate expenses to prospects. The power of the TVS Compensation Plan may be accurately shown using TVS approved materials. Each IBA understands that his or her success is dependent on their effort, dedication, resources and the time he or she commits to this enterprise.

55. Representations of Government Endorsements

TVS IBAs may not represent that the TVS Compensation Plan or any of its Products are approved by any government agency.

56. Advertising Guidelines

All advertising must be approved prior to use. Failure to receive approval for advertising may result in suspension or termination of an IBA position.

What you may use:

1) TVS corporate name and logo only when you identify yourself as a TVS Independent IBA, as provided by the Company.

What you may not use:

1) Any copyrighted image or document without prior approval.

2) Quotes from any corporate official or other IBAs without approval.

3) Third party testimonials.

57. Amendments

TVS reserves the right to amend the Rules set forth herein, its wholesale or suggested retail prices, TVS product availability and Compensation Plan, as it deems appropriate. Amendments will be communicated to all IBAs in one or more of the following forms: online newsletters, email or email blast, written or published materials, circulated or made available to all IBAs or publication on the TVS web site. Amendments are effective and binding on all IBAs as of the date of issuance. In the event of any conflict between the agreement of the Rules and any such amendment, the amendment shall control.

58. Non-Waiver Provision

No failure of TVS to exercise any power or right under these Rules or to insist upon strict compliance by an IBA with any obligation or provision herein, and no custom or practice of the parties at variance with these Rules, shall constitute a waiver of TVS right to demand exact compliance with these Rules. An authorized officer of TVS may affect waiver by TVS only in writing. TVS waiver of any particular default by an IBA shall not affect or impair TVS rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other IBA. Nor shall any delay or omission by TVS to exercise any right arising from default affect or impair TVS’s rights as to that or any subsequent default.

59. Arbitration

A. All disputes and claims relating to TVS, its products, the IBA Agreement, or the TVS Compensation Plan, including but not limited to (1) the rights and obligations of the IBA and TVS, (2) any other claims or causes of action relating to the performance of either the IBA or TVS under the IBA Agreement or the Rules and Regulations, and/or (3) the IBA’s purchase of TVS products shall be settled totally and finally by arbitration at 2201 Cantu Ct. Suite 102, Sarasota, FL 34232 in Sarasota County, or such other location as TVS prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. Louisiana residents may arbitrate in New Orleans. There shall be one 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 the panel that the American Arbitration Association provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. If the IBA files a claim or counterclaim against TVS, the IBA shall do so on an individual basis and not with any other IBA or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may if need be, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of the IBA Agreement.

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

C. Nothing in this rule shall prevent TVS from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergent relief available to safeguard and protect TVS interest 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.

D. The existence of any claim or cause of action of the IBA against TVS, whether predicated on the IBA Agreement or otherwise, shall not constitute a defense to TVS’s enforcement of the IBA’s covenants and agreements contained in the IBA Agreement or the Rules.

60. Jurisdiction and Venue

The IBAs Agreement and the Rules shall be construed enforced in accordance with the laws of the State of FL without reference legal principles that would cause the law of another jurisdiction to be applied. Causes of action between the parties hereto of any type, whether on the IBAs Agreement, on fraud or any other tort, or grounded in principles of strict liability or statutes of any kind, shall be heard exclusively in a court of competent jurisdiction in Sarasota, FL, each party hereby submitting to the jurisdiction of such courts and expressly waiving the right to bring suit in all other courts. In any cause of action the winner shall be entitled to recovery of all reasonable attorney fees, court costs and other costs of the action. Louisiana residents may choose Louisiana law, jurisdiction, and venue, and may arbitrate in New Orleans.

61. Limitation of damages

To the extent permitted by law, TVS and its IBAs, officers, directors, employees, and other representatives shall not be liable for, and the IBAs 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 claim whatsoever relating to TVS’s performance, non-performance, act, or omission with respect to the business relationship or other matters between the IBAs and TVS whether sounding in contract, tort, or strict liability. Furthermore, it is agreed that any damage to the IBAs shall not exceed, and is hereby expressly limited to, the amount of unsold TVS products and services owned or held by the IBAs and commissions owing.

62. Official Language/Definitions

The English version of these Rules, as maintained by TVS, is the official version and shall control over any other language version(s), which may be made available for ease of reference for some IBAs. As used in the TVS materials, when the term, sell and words of similar import are used to describe the sales activities of an IBA, this is an abbreviated reference to the promotional activities of IBAs with respect to sales and it is understood that all are between TVS and the purchaser, not between the IBA and the purchaser.

63. Official Correspondence

Official correspondence must be sent via postal mail to: True Value Savings 2201 Cantu Ct. Suite 102, Sarasota, FL 34232

64. Entire Agreement

This statement of Rules and Regulations/Policies & Procedures (along with the Compensation Plan and the Terms and Policies Applicable to Use of TVS Internet Services) is incorporated into the IBA Application and Agreement and constitutes the entire agreement of the parties regarding their business relationship. No other promises, representations, guarantees or agreements of any kind shall be valid unless in writing. If any provision herein is held to be invalid, all other provisions shall remain valid and enforceable.

TERMS AND POLICIES APPLICABLE TO USE OF TVS INTERNET SERVICES

Terms of Internet Service Content

The content of the TVS Internet service is intended for the commercial use of its Users. All materials published on TVS web site or self-replicating web sites (including, but not limited to news articles, information pages, product photographs, images, illustrations, merchant banners, merchant products, audio clips, flash movies, and video clips, collectively known as the Content) are protected by copyright and other intellectual property laws, and are owned or controlled by TVS, or the party credited as the provider of the content, software or other materials. User shall abide by all additional copyright or other notices, information or restrictions appearing in conjunction with any Content accessed through the Service.

Communications

IBAs may not post, transmit, or market the following: Any material that is threatening, abusive, defamatory, obscene, or otherwise unlawful; Any material that violates the copyrights, trademarks, service marks, trade secrets, patents or other property rights of others; Any pornographic, sexually explicit or gambling material or links to similar adult content; Any material that discloses personal private matters about any person without consent; Any material posted anonymously or under a false name; or Any material which disparages TVS or other Users.

Collective Work Copyright

The TVS web pages are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. Except as set forth previously, User may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce (except as provided for previously), create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any of the Content, software, materials in whole or in part.

Downloads

User may download or copy the Content and other downloadable items displayed on TVS web pages for commercial use as a TVS IBA, and/or a TVS Website Owner only, provided that User maintains all copyright and other notices contained in such Content. Copying or storing of any Content for uses other than commercial use as an IBA, and/or Website Owner is expressly prohibited without the prior written permission from TVS’s Rights and Permissions Department, or the copyright holder identified in the individual Content’s proprietary and/or copyright notices.

Representations and Warranties

User representations, warrants and covenants:

(a) that no materials of any kind submitted by User (or TVS use thereof in accordance with these Rules), will (i) violate, plagiarize or infringe upon the rights of any third party, including copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; (iii) constitute false or misleading indications of origin or statements of fact; (iv) slander, libel or defame any person or entity; (v) cause injury of any kind to any person or entity; or (vi) violate any applicable laws, rules, regulations or other governmental regulations; and

(b) that User is at least 18 years old. User hereby indemnifies, defends and holds TVS and all officers, Managers, IBAs, Website Owners, directors, owners, agents, information providers, IBAs, licensors and licensees (collectively, the Indemnified Parties) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by User of these Rules or the foregoing representations, warranties and covenants, including, without limitation, reasonable attorneys’ fees. User shall cooperate as fully as reasonably required in the defense of any claim. TVS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User.

Software Licenses

User shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to User to access TVS web pages. User may not sublicense, assign or transfer any licenses granted by TVS, and any attempt at such sublicense, assignment or transfer is void. User may copy such software for archival purposes only. User may not copy, distribute, modify, reverse, engineer or create derivative works from this software.

Software Available on the TVS and/or Self-replicating Web Sites Software (if any) that is made available on the TVS web site and/or self-replicating web sites (Software) is the copyrighted work of TVS and/or its IBAs

User’s use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (License Agreement). User may not install or use any Software that is accompanied by or includes a License Agreement unless User first agrees to the License Agreement terms. For any Software not accompanied by a license agreement, TVS hereby grants to User, a personal, non-transferable license to use the Software for viewing and otherwise using the TVS web site and/or self-replicating web sites in accordance with these Rules, and for no other purpose provided that User keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. User acknowledges that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. User agrees not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

Termination

TVS may, in its sole discretion, terminate or suspend User’s access to all or part of the web access for any reason, including, without limitation, breach of the Terms of Service. Users of TVS acknowledge that site administrators have the right to terminate use without notice for any User who restricts, inhibits or disrupts any TVS event or attempts to alter or improperly access any feature or function of the site. A User’s access may also be subject to termination if the User posts or transmits any illegal content; harasses or threatens any TVS User or TVS employee; posts content (including the creation of usernames) that is offensive or otherwise disruptive of TVS activities; posts unsolicited advertising; or improperly impersonates an TVS employee or other individual.

Removal of Sites

TVS cannot and does not screen all content provided on TVS self-web sites and does not assume any obligation to monitor content. HOWEVER, USER AGREES THAT TVS MAY MONITOR SITES AND CONTENT PERIODICALLY, AND TVS RESERVES THE RIGHT AT ITS SOLE DISCRETION TO REMOVE ANY SITE, WITHOUT NOTICE AND WITH NO OBLIGATION TO REFUND FEES PAID, WHICH IN ITS JUDGMENT IS IN VIOLATION OF THIS AGREEMENT OR OTHERWISE IS UNLAWFUL OR HARMFUL TO TVS AND/OR OTHER USERS. Copyright and Trademark Notices.

Copyright and Trademark Notices

All contents of the TVS web site and/or self-replicating web site are Copyright © TVS. All rights reserved. TVS, http://www.TVS.com are trademarks of TVS, all pending or registered in U.S. Patent and Trademark Office. The material on this site may not be reproduced and may not be distributed, publicly performed, proxy cached or otherwise used, except with the prior express permission of TVS. Other product and company names mentioned herein might be the trademarks of their respective owners.

Requesting Reproduction Permissions

Permission is required prior to the reproduction of any material viewed on the TVS web site and/or the self-replicating web sites. While permission is not readily granted, serious inquiries will be considered. E-mail or write the Rights and Permissions Department of TVS at: TVS, Rights and Permissions, 2201 Cantu Ct. Suite 102, Sarasota, FL 34232

or e-mail support@truevaluesavings.com (Attention: Rights & Permissions).

Custodian of Records

Custodian of records is the Customer Service Supervisor. All records required by law to be maintained by Publisher are located in the city of Sarasota, FL, USA.

Opt-Out

The TVS web site and/or self-replicating web sites provide Users the opportunity to opt-out of receiving communications from TVS and our IBAs at the point where we request information about the visitor.

Delete/ Deactivate

The TVS web site and/or self-replicating web sites provide Users with the following options for removing their information from our database, to not receive future communications, or to no longer receive our service. You can send e-mail to IBA support@truevaluesavings.com. You can enter your email address and enter UNSUBSCRIBE in the subject line.

Correct/Update

TVS gives users the following options for changing and modifying information previously provided. You can modify editable information through your back office. You can send email to support@truevaluesavings.com.

General Provisions Usability

To the extent permitted by law, TVS shall not be liable for, and the IBA releases TVS from and waives all claims to, lost profits, indirect, direct, special or consequential damages, or any other loss incurred or suffered by the IBA as a result of (a) the breach by IBA of the IBA Agreement and/or the terms and conditions of the Rules and Regulations and Policies and Procedures, (b) the operation of IBA’s business, (c) any incorrect or wrong data or information provided by IBA, or (d) the failure to provide any information or data necessary for TVS to operate its business, including without limitation, the enrollment and acceptance of IBAs into the Compensation Plan or the payment of Commissions, Overrides and Bonuses.

Security

Each IBA must keep any TVS passwords and other secure access information confidential and notify promptly if the IBA believes that the security of his/her account has been compromised. TVS has taken reasonable steps to protect the security of online transactions. HOWEVER, TVS CANNOT AND DOES NOT WARRANT SUCH SECURITY AND WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING ANY SECURITY BREACHES.

 

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