GT Trends, Inc..

STATEMENT OF POLICIES AND PROCEDURES

1. GT Trends, Inc., hereinafter "Company," is a direct selling Company marketing travel, travel education-related services and products and travel-related services and products to the consumer through independent distributors. The policies and procedures herein are applicable to all independent distributors of the Company.

2. A distributor is one who has completed a Company application and agreement and has been accepted by the Company as a distributor. The Company reserves the right to accept or reject anyone as a distributor.

3. All distributors must be the age of majority in the state in which they distribute Company products. The Company will consider each married couple a single distributor. If one spouse is already a distributor, the nonparticipating spouse may elect to become a separate distributor, but must join the same organization as his or her spouse. The Company reserves the right to reject any applications for new distributorships or applications for renewal. Should a husband/wife distributor divorce, they should notify the Company as to how the distributorship is to be managed thereafter. Otherwise, the Company will recognize the final judicial or adjudicatory disposition of the distributorship.

4. Distributors are independent marketing representatives of the Company and are not to be considered purchasers of a franchise or a distributorship. The agreement between the Company and its distributors does not create an employer\employee relationship, agency, partnership, or joint venture between the Company and the distributors. Each distributor shall hold harmless the Company from any claims, damages or liabilities arising out of distributor's business practices. Company distributors have no authority to bind the Company to any obligation. Each distributor is encouraged to set up his\her own hours and to determine his\her own methods of sale, so long as he\she complies with the policies and procedures of the Company.

5. In the conduct of its business, the distributor shall safeguard and promote the reputation of the products of the Company and shall refrain from all conduct which might be harmful to such reputation of the Company or to the marketing of such products or inconsistent with the public interest, and shall avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

6. The company's program is built upon retail sales to the ultimate consumer. The company also recognizes that distributors may wish to purchase product in reasonable amounts for their own personal or family use. For this reason, a retail sale for bonus purposes shall include sales to non participants as well as sales to distributors for personal or family use which are not made for purposes of qualification or advancement. It is company policy, however, to strictly prohibit the purchase of product or large quantities of inventory in unreasonable amounts solely for the purpose of qualifying for bonuses or advancement in the marketing program. Distributors may not inventory load nor encourage others in the program to load up on inventory. Distributors must fulfill published personal and downline retail sales requirements, including requisite retail sales to non participants, as well as supervisory responsibilities, to qualify for bonuses, overrides or advancements.

7. Any distributor, who enrolls other distributors, must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored. Distributors must have ongoing contact, communication and management supervision with his or her sales organization. Examples of such supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, training sessions, accompanying individuals to Company training, sharing genealogy information with those enrolled. Distributors should be able to provide evidence to the Company semiannually of ongoing fulfillment of sponsor responsibilities.

8. Company Retail/70 Percent Policy. The Company sales and marketing program is based upon retail sales to the ultimate consumer. Every aspect of the program is designed to assist our distributors in the marketing of fine products and services to the general consuming public. As a dual consumer safeguard, of the utmost importance to the company is the policy that distributors should purchase products in commercially reasonable quantities, and under no circumstances may distributors cause others to purchase products in amounts that are not reasonably expected to be sold to the consuming public or in unreasonable amounts for personal or family use. In furtherance of these policies, the company has adopted specific rules on retail sales and retailing referenced as the company retail/70 percent rules. In the interest of protecting the consumer and the opportunity of its distributors, the company enforces this rule through a verification program.

Company Retail/70 Percent Rule.

a. Retail Rule.

Although the primary function of the company is to sell products to the general consuming public, the company realizes that its distributors may wish to purchase product for personal or family use in reasonable amounts. For this reason, the company defines a retail sale to include sales to non participants, as well as purchases for personal or family use in reasonable amounts, which are not made solely for purposes of qualification or advancement. This is a standard followed by leading direct selling companies. To qualify for travel commissions and CAB bonuses, the qualifying distributor must meet any other performance requirements set forth in the company marketing plan

b. 70 Percent Rule.

Although the Company does not offer inventory type product for resale, at some point in time, the Company may offer inventory type product for resale. As with other leading direct selling companies, the company has adopted a 70 percent rule. Under this rule, with respect to any inventory type product the company offers or may offer for resale, company distributors may not order additional product unless they have sold or used for personal or family use at least 70 percent of previously purchased inventory-type product. This verification form is also intended to support the 70 percent rule policy

Retail Sales/70 Percent Rule Audit Verification Program.

In its effort to support and enforce the retail sales/70 percent rule, the company on a quarterly basis will conduct random audit verification follow-ups. Representatives of the company will contact distributors to further verify compliance with the retail sale/70 percent rule. Distributors should maintain records and be prepared to assist company representatives in their task.

9. Sales Volume Qualification by Order Taking. As with other leading direct selling companies, the company has adopted minimum personal and group sales volume requirements. With respect to tangible products, which may be offered for purchase for resale, minimum sales volume requirements may also be fulfilled by taking orders from retail customers which will be fulfilled or drop-shipped by the company directly to the retail customer.

10. All distributors are responsible for paying local, state and federal taxes due on earnings from commissions or any other earnings generated as a seller of Company products.

11. Company distributors shall not advertise Company products and/or marketing plans except as specifically approved by the Company. Company distributors agree to make no false or fraudulent representations about the Company, the products, the Company compensation plan, or income potentials.

12. All distributors are required to purchase a sales kit at the time of submission of their distributor application to the Company. The sales kit is sold "at Company cost." This sum is not a service or franchise fee, but rather is strictly to offset costs incurred by the Company for educational and business materials required for an independent distributor of the Company. No product purchase by the distributor is required. Data processing fees, if any, will be deducted from commissions and bonuses.

13. Trademark, Trade Names, Advertising.

a. The name of the Company and other names as may be adopted by the Company are proprietary trade names and trademarks of the Company. As such, these marks are of great value to the Company and are supplied to distributor for distributor's use only in an expressly authorized manner. Distributor agrees not to advertise the Company product in any way other than the advertising or promotional materials made available to distributor by the Company. Distributor agrees not to use any written, printed, recorded or any other material in advertising, promoting or describing the product or the Company marketing program, or in any other manner, any material which has not been copyrighted and supplied by the Company, unless such material has been submitted to the Company and approved in writing by the Company before being disseminated, published or displayed.

b. The distributor, as an independent contractor, is fully responsible for all of his\her verbal and written statements made regarding the product and marketing program which are not expressly contained in writing in the current distributor agreement, and advertising or promotional materials supplied directly by the Company. Distributor agrees to indemnify the Company and hold it harmless from any and all liability including judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by the Company as a result of distributor's unauthorized representations.

c. The Company will not permit the use of its copyrights, designs, logos, trade names, trademarks, etc. without its prior written permission.

d. All Company materials, whether printed, on film, produced by sound recording, or on the internet, are copyrighted and may not be reproduced in whole or in part by distributors or any other person except as authorized by the Company. Permission to reproduce any materials will be considered only in extreme circumstances. Therefore, a distributor should not anticipate that approval will be granted.

e. A Company distributor may not produce, use or distribute any information relative to the contents, characteristics or properties of Company product which has not been provided directly by the Company. This prohibition includes but is not limited to print, audio or video media.

f. A Company distributor may not produce, sell or distribute literature, films or sound recordings which are deceptively similar in nature to those produced, published and provided by the Company for its distributors. Nor may a distributor purchase, sell or distribute non company materials which imply or suggest that said materials originate from the Company.

g. Any display ads or institutional or trademark advertising copy, other than covered in the foregoing rules, must be submitted to the Company and approved in writing by the Company prior to publication.

h. All advertising copy, direct mailing, radio, TV, newspaper and display copy must be approved in writing before being disseminated, published or displayed with the exception of blind ads where no reference is made to the Company name or product name.

Internet and Website Policy

14. The Company maintains an official corporate website. Distributors are allowed to advertise on the internet through an approved Company program which allows distributors to use a replicating Company web site that can be personalized with the distributor's message, distributor's contact information, and photo. These replicating websites link directly to the Company travel website giving the distributor a professional and company-approved presence on the internet. Only these approved replicating websites may be used by distributors. No distributor may independently design a website that uses the names, logos, or product descriptions of the Company, nor may a distributor use "blind" ads on the internet making product or income claims which are ultimately associated with Company products or the Company's compensation plan. Any person using Company names, logos, trademarks, etc. on the internet or any other advertising medium, except as permitted by Company Rules and Regulations, shall be subject to immediate discipline, including termination of distributor status.

15. No Spam Policy. It is specific Company policy to prohibit unsolicited email (spamming) or information by facsimile relating to the Company's opportunity and products. The Company has a zero tolerance policy of spamming practices. Distributors who violate the Company's "no spam policy" are subject to termination, suspension or disciplinary action.

16. Retail Establishments. Company products may only be displayed and sold in retail establishments where the nature of the business is to make appointments with customers (such as salons, doctors' offices, and health clubs where appointments are made for personal training or classes are scheduled) the sale of such products within such retail facilities must be conducted by a distributor and must be preceded by a discussion where the distributor introduces the prospect to the products and opportunity just as they would if they had met outside of the retail facility. Company produced literature, banners, or signage only may be displayed on a shelf, counter, or wall and must be displayed by itself. Product may not be sold from a shelf or taken from a display for purchase by a customer. Company products may not be sold in any retail establishment, even by appointment, if competitive products are sold in the establishment.

17. Trade Shows. With written authorization from the Company, Company products and opportunity may be displayed at trade shows by distributors. Request for participation in trade shows must be received in writing by the Company at least two weeks prior to the show. Written authorization from the Company must be received before participating in the trade show. Company products and opportunity are the only products and/or opportunity that may be offered in the trade show booth. Only Company produced marketing materials may be displayed or distributed. No distributor may sell or promote the Company's products or business opportunity at flea markets, swap meets, or garage sales.

18. International Sales. International Sales. No independent distributor may export or sell directly or indirectly to others who export the Company's products, literature, sales aids or promotional material relating to the Company, its products or the Company's program from the United States or its possessions or territories to any other country. Independent distributors who choose to sponsor internationally may do so only in countries in which the Company has registered to operate its business and must comply fully with the Rules of Operation of a Company distributorship in that country. Any violation of this rule constitutes a material breach of this contract and is grounds for immediate termination of the distributorship.

19. The Company reserves the right to approve or disapprove distributor's change of business names, formation of partnerships, corporations, and trusts for tax, estate planning, and limited liability purposes. If the Company approves such a change by distributor, the organization's name and the names of the principals of the organization must appear on the distributor application agreement along with a social security number or federal identification number.

20. The independent distributor agreement may be cancelled at any time and for any reason by a distributor notifying the Company in writing of the election to cancel. You can either email or fax your cancellation request. You must include your first and last name, your ATA ID number, the last four digits of your social security or tax ID number or any other unique foreign identifier and a brief message requesting to cancel.

21. If a distributor elects not to renew his\her distributor agreement, all rights to bonuses, marketing position and wholesale purchases cease. The terminated distributor's sales organization shall remain in his\her enroller’s organization.

22. If the independent distributor has purchased products for inventory purposes or mandatory sales aids while the distributor agreement was in effect, all products in a resalable condition then in possession of the independent distributor, which have been purchased within 12 (months) of cancellation, shall be repurchased. The repurchase shall be at a price of not less than ninety percent (90%) of the original net cost to the participant returning such goods, taking into account any sales made by or through such participant prior to notification to the Company of the election to cancel. Buyback is 12 months in Massachusetts, Maryland, Montana, Georgia, Louisiana, Wyoming, Texas, Oklahoma and Puerto Rico. In addition, the company will honor statutory mandated buyback requirements of every jurisdiction.

23. The Company shall be entitled to change product prices at any time and without notice, and to make changes in the statement of policy and procedures.

24. Each distributor shall comply with all state and local taxes and regulations governing the sale of Company products.

25. Customers purchase travel related products and services directly from the company on the internet. If at some point, representatives offer products and services directly to the consumer in a person to person approach, face to face approach or other method which causes the FTC Cooling Off Rule to be applicable, then representatives shall conduct such sales in compliance with the FTC rule as instructed by the Company, which requires statutory language and notice of cancellation on the retail sales receipt. The three-day right of cancellation must be orally explained to the customer and the customer must receive two copies of the notice of cancellation form.

26. Prohibition on Raiding and Cross Solicitation of Products or Other MLM and/or Business Opportunities.The Company takes seriously its responsibility to protect the livelihood of its sales force and to the hard work invested to build a sales organization. Raiding and solicitation actions in which distributors seek to raid and solicit other distributors in the sales organization to non company products and services and to other mlm/business opportunities, severely undermines the marketing program of the company, interferes with the relationship between the Company and its sales force and destroys the livelihood of other distributors who have worked hard to build their own business, the business of their sales force and benefits they have earned by helping to build a sales organization. Therefore, distributors shall not sell to, nor solicit from, other Company distributors non company products or services, or in any way promote to other Company distributors business opportunities in marketing programs of other MLM or business opportunity companies. This prohibition on soliciting and raiding shall be in effect during the term of the distributor agreement.

a. Distributors are free to join other network marketing companies however, due to the unique nature of GT Trends and business relationships with its distributors, a distributor/representative may not join and promote another marketing company in the travel related business.

27. On a periodic basis, the Company will supply data processing information and reports to the distributor which will provide information to the distributor concerning the distributor's downline sales organization, product purchases and product mix. Distributor agrees that such information is proprietary and confidential to the Company and is transmitted to the distributor in confidence. The distributor agrees that he or she will not disclose such information to any third party directly or indirectly, nor use the information to compete with the Company directly or indirectly. The distributor and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide the above confidential information to the distributor.

28. Vendor Confidentiality. The Company's business relationship with its vendors, manufacturers and suppliers is confidential. A distributor shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier or manufacturer of the Company except at a Company sponsored event at which the representative is present at the request of the Company. Violation of this regulation may result in termination and possible claims for damages if the vendor/manufacturer's association is compromised by the distributor contact.

29. Upon the death or incapacity of the distributor, his or her rights to bonuses and marketing position, together with distributor responsibilities, shall pass to his or her successors in interest upon written application and approval by the Company. The successor distributor must fulfill all responsibilities of the distributor.

30. A distributor may not sell, assign or otherwise transfer his or her distributorship, marketing position or other distributor rights without written application and approval by the Company. The potential buyer must be at the equivalent or higher rank as the selling distributor or have been a Company distributor for at least a one-year period prior to the sale. The distributorship must be offered in writing first to the distributor's enroller. If the enroller declines the offer, the distributor may offer the distributorship for sale to other qualified Company distributors, but only on the same terms and conditions as offered to the enroller. A distributor who sells his or her distributorship shall not be eligible to re qualify as a distributor for a period of at least six months after the sale. The Company reserves the right to review the sale agreement and to verify waiver from the upline enroller in the event the upline enroller declines to purchase the distributorship.

a. Under no circumstances may an existing distributor purchase or otherwise take possession of a distributorship that is not in his or her downline.

b. No distributor may have more than one (1) enroller.

31. This statement of policies and procedures is incorporated into the independent distributorship agreement and constitutes the entire agreement of the parties regarding their business relationship.

32. The Company expressly reserves the right to alter or amend prices, Rules and Regulations, Policies and Procedures, product availability and compensation plan. Upon notification, in writing, to the distributor in the records of the Company, such amendments are automatically incorporated as part of the agreement between the Company and the distributor. Company communication of changes may include, but shall not be limited to mail, email, fax, publication in company newsletters or magazines, etc.

33. A partnership or corporation may be a distributor. However, no individual may participate in more than one (1) distributorship in any form without express written permission from the Company. Only in the most extreme and extraordinary circumstances will this be considered.

a. A distributorship may change status under the same enroller from individual to partnership or corporation or from partnership to corporation with proper and complete documentation.

b. To form a new distributorship as a partnership or corporation or to change status to one of these forms of business, you must request a partnership/corporation form from the corporate home office. This form must be submitted detailing all partners, stockholders, officers or directors in the partnership or corporation. The partner or officer who submits the form must be authorized to enter into binding contracts on behalf of the partnership or corporation. In addition, by submitting the partnership/corporation form, you certify that no person with an interest in the business has had an interest in a distributorship within three (3) months of the submission of the form (unless it is the continuation of an existing distributorship that is changing its form of doing business).

34. Corporate and Partnership Guarantee for Owners. Although the Company has offered distributors the opportunity to conduct their distributorship as corporate or partnership entities, it is agreed that since the distributorship entity is under the control of its owners or principals, the actions of individual owners as they may affect the Company and the distributorship are also critical to the Company's business. Therefore, it is agreed that actions of corporate shareholders, officers, directors, agents or employees and the actions of partnership partners, agents or employees, which are in contravention to the Company's policies shall be attributable to the corporate or partnership entity.

35. Disciplinary Actions. A distributor's violation of any policies and procedures, the agreement, terms and conditions or any illegal, fraudulent, deceptive, or unethical business conduct may result, at the Company's discretion, in one or more of the following disciplinary actions:

a. Issuance of a written warning or admonition.

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

c. Reassignment of all or part of a distributor's organization.

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

e. Termination of the distributor.

36. The Company reserves the right to terminate any distributorship at any time for cause when it is determined that the distributor has violated the provisions of the distributor agreement, including the provisions of these policies and procedures as they may be amended or the provisions of applicable laws and standards of fair dealing. Such involuntary termination shall be made by the Company at its discretion. Upon an involuntary termination, the Company shall notify the distributor by mail at the latest address listed with the Company for the distributor. In the event of a termination, the terminated distributor agrees to immediately cease representing him/herself as a distributor.

37. Termination.

a. When a decision is made to terminate a distributorship, the Company will inform the distributor in writing that the distributorship is terminated immediately, effective as of the date of the written notification. The termination notice will be sent by certified mail to the distributor's address on file with the Company.

b. The distributor will have 15 days from the date of mailing of the certified letter in which to appeal the termination in writing. The distributor's appeal correspondence must be received by the Company within 20 days of the Company's termination letter. If the appeal is not received within the 20-day period, the termination will be automatically deemed final.

c. If a distributor files a timely appeal of termination, the Company will review and reconsider the termination, consider any other appropriate action, and notify the distributor of its decision. The decision of the Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will be effective as of the date of the Company's original termination notice.

38. All distributors have the right to enroll others. In addition, every person has the ultimate right to choose his/her own enroller. If two distributors should claim to be the enrollers of the same new distributor, the Company shall regard the first application received by the corporate home office as controlling.

a. As a general rule, it is good practice to regard the first distributor to meaningfully work with a prospective distributor as having first claim to enrollment, but this is not necessarily controlling. Basic tenets of common sense and consideration should govern.

b. As a convenience to its distributors, the company may provide various methods of registering or informing the company of newly enrolled distributors, including telephone registration and facsimile registration. Until such time as the company receives an application, either as hard copy, by facsimile, or electronic via the secured payment gateway, containing all appropriate information, as well as the signature of the proposed new distributor, the company will only consider the incomplete telephone or facsimile registration in the category of "intended" registration. Thus, although the company is attempting to create some convenience for its enrolling distributors, it is the responsibility of the enrolling distributor to cause delivery to the company of a completed and signed distributor agreement if the sponsor is to expect recognition as the official enrolling distributor.

c. There is no "magic" involved in the Company or in any business. Those who enroll widely but who do not help new distributors develop their business meet with limited success. Therefore, a responsibility of enrollment is to work with new distributors, helping them learn the business and encouraging them during the critical early months.

d. Enrollers are not required to carry inventory of products or sales aids for new distributors. Distributors who do so, however, find building a major sales organization much easier because of the decreased response time in meeting a new distributor's needs.

39. Transfer of Enrollment. Transfer is rarely permitted and is actively discouraged. Maintaining the integrity of enrollment is absolutely mandatory for the success of the overall organization.

a. Transfers will generally be approved in three (3) circumstances only:

(1) In the case of unethical enrolling by the original enroller. In such cases, the Company will be the final authority.

(2) With the written approval of the immediate five (5) upline enrollers.

(3) Resigning from the Company entirely and waiting three (3) months to reapply under the new enroller.

b. In cases of unethical enrolling, the individual may be transferred with any downlines intact; in all other events, the individual alone is transferred without any downline distributors being removed from the original line of enrollment.

40. To be eligible for weekly or monthly override commissions and bonuses, the distributor must comply with:

a. Supervisory responsibility requirements as outlined herein.

b. 70% rule on resale of wholesale product ordered, and

c. The requirement that his/her downline has retailed product which has been purchased at wholesale.

41. The Company encourages each independent distributor to keep accurate sales records. The program is based upon retail sales to the ultimate consumers; therefore, all forms of stockpiling or pyramiding are prohibited. Products are offered to distributors only for personal consumption and for resale to consumers.

42. Cumulative purchases during the first six months are limited to less than $500 in Georgia, Louisiana, Indiana and Michigan. See specific addenda to distributor agreement for specific states as to statutory purchasing limitations, buyback rules and other restrictions, disclosures and additional distributor rights and responsibilities.

43. Income Claims. No income claims, income projections nor income representations may be made to prospective distributors. Obviously, any false, deceptive or misleading claims regarding the opportunity or product\service are prohibited. In their enthusiasm, distributors are occasionally tempted to represent hypothetical income figures based upon the inherent power of network marketing as actual income projections. This is counter-productive, since new distributors may be quickly disappointed if their results are not as extensive or as rapid as a hypothetical model would suggest. The Company believes firmly that the income potential is great enough to be highly attractive in reality without resorting to artificial and unrealistic projections.

44. Representation of Status. In all cases, any reference the distributor makes to him/herself must clearly set forth the distributor's independent status. For example, if the distributor has a business telephone, the telephone may not be listed under the Company's name or in any other manner which does not disclose the independent contractor status of the distributor.

45. Newspaper Advertisements. Some Independent Representatives use classified advertising in the newspapers to find prospects. The following rules apply:

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

• No specific income can be promised.

• Advertisements must contain no misleading facts or distortions of the Company opportunity or product line.

46. Business Cards and Stationery. Any printed materials, including business cards and stationery, must be approved by the Company in advance. Criteria for approving these materials will include a judgment regarding the quality of the materials as well as properly setting forth the independent status of the distributor.

47. Telephone Solicitation. The use of the Company's name or copyrighted materials may not be made with automatic calling devices or "boiler room" operations either to solicit distributors or retail customers. The use of these methods in ways that are legal and are the equivalent of the "blind ads" alluded to above cannot be regulated by the Company.

48. Press Inquiries. Any inquiries by the media are to be referred immediately to the Company. This policy is to assure accuracy and consistent public image.

49. Federal and state regulatory agencies rarely approve or endorse direct selling programs. Therefore, distributors may not represent that the Company's program has been approved or endorsed by any governmental agency.

50. Indemnification and Hold Harmless. The independent Distributor hereby indemnifies and releases Company, its officers, directors, agents and assigns and holds harmless from and against the full amount of any and all claims, causes of action, judicial and administrative proceedings suits, charges, liabilities, losses, damages, costs and expenses, including without limitation court costs and reasonable fees and expenses of attorneys and consultants, which are or may be made, filed or assessed against Company at any time arising out of Distributor's business operations and representations made by Distributor in the operation of his/her business, arising from the following:

a. Violation and/or lack of compliance with terms of the distributor agreement, policies and procedures, rules and regulations, marketing program manual or guidelines or any other directive from the Company as to method and manner of operation of the independent Distributor business;

b. Engaging in any conduct not authorized by the Company in the Company market program;

c. Any fraud, negligence or willful misconduct in the operation of the independent Distributor business;

d. Misrepresentation or unauthorized representation regarding the Company's product or service, marketing opportunity or potential or the Company's marketing program;

e. Failure to adhere to any federal, state or local law, regulation, ordinance and/or any order or rule issue by any court of appropriate jurisdiction;

f. Engaging in any action which exceeds the scope of authority to the Distributor as granted by the Company;

g. Engaging in any activity over which Company has no effective control as to the actions of the Distributor.

h. Engaging in the general business operations of Distributor’s business.

51. Waiver. The Company never gives up its right to insist on compliance with these rules or with the applicable laws governing the conduct of a business. This is true in all cases, both specifically expressed and implied, unless an officer of the Company who is authorized to bind the Company in contracts or agreements specifies in writing that the Company waives any of these provisions. In addition, any time the Company gives permission for a breach of the rules, that permission does not extend to future breaches. This provision deals with the concept of "waiver," and the parties agree that the Company does not waive any of its rights under any circumstances short of the written confirmation alluded to above.

52. Governing Law. Governing Law. These rules are reasonably related to the laws of the state of California and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of acceptance of the distributor application, the state of California.

53. Partial Validity. Should any portion of these Rules and Regulations, of the distributor's application and agreement, or of any other instruments referred to herein or issued by the Company be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.

54. South Dakota Addendum. For South Dakota participants, during the first six months of participation, the cumulative payments required for participation in all aspects of the marketing program and commission opportunities shall not exceed $245 (USD). Cumulative costs of sales and marketing support materials, training support materials and monthly website and administrative support shall be limited to a maximum of $245 during the first 6 months of participation.