1. I understand that as a Diamond Tree's Independent Owner (IBO); a. I have the right to offer for sale Diamond Tree products and services in accordance with these Terms and Conditions. b. I have the right to enroll persons in Diamond Tree. c. If qualified, I have the right to earn commissions pursuant to the Diamond Tree Marketing and Compensation Plan. 2. I agree to present the Diamond Tree Marketing and Compensation Plan and Diamond Tree products and services as set forth in official Diamond Tree literature. 3. I agree that as a Diamond Tree IBO I am an independent contractor, and not an employee, partner, legal representative, or franchisee of Diamond Tree. 4. I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF Diamond Tree FOR FEDERAL OR STATE TAX PURPOSES. Diamond Tree is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind. If you elect not to furnish your tax identification number to Diamond Tree, Diamond Tree reserves the rights to withhold 30% of all commission, incentives, and any other earnings from your Diamond Tree business as a IBO of Diamond Tree. All withholdings will be reported and deposited in accordance with Federal and States regulations. 5. I have carefully read and agree to comply with the Diamond Tree Policies and Procedures and the Diamond Tree Marketing and Compensation Plan, both of which are incorporated into and made a part of these Terms and Conditions (these three documents shall be collectively referred to as the .Agreement.). I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Diamond Tree. I understand that these Terms and Conditions, the Diamond Tree Policies and Procedures, or the Diamond Tree Marketing and Compensation Plan may be amended at the sole discretion of Diamond Tree, and I agree to abide by all such amendments. Notification of amendments shall be posted on the Diamond Tree website. Amendments shall become effective 30 days after publication. The continuation of my Diamond Tree business or my acceptance of bonuses or commissions shall constitute my acceptance of all amendments. 6. The term of this Agreement is one year (subject to prior cancellation for inactivity pursuant to the Policies and Procedures). If I fail to annually renew my Diamond Tree business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a IBO. I shall not be eligible to sell Diamond Tree products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization. In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization. Diamond Tree reserves the right to terminate all IBO Agreements upon 30 days notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. IBO may cancel this Agreement at any time, and for any reason, upon written notice to Diamond Tree at its principal business address. Diamond Tree may cancel this Agreement for any reason upon 30 days advance written notice to IBO. 7. I may not assign any rights or delegate my duties under the Agreement without the prior written consent of Diamond Tree. Any attempt to transfer or assign the Agreement without the express written consent of Diamond Tree renders the Agreement voidable at the option of Diamond Tree and may result in termination of my business. 8. I understand that if I fail to comply with the terms of the Agreement, Diamond Tree may, at its discretion, impose upon me disciplinary action as set forth in the Policies and Procedures. If I am in breach, default or violation of the Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. Diamond Tree , its parent or IBOd companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as .IBOs.), shall not be liable for, and I release Diamond Tree and its IBOs from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release Diamond Tree and its IBOs from all liability arising from or relating to the promotion or operation of my Diamond Tree business and any activities related to it (e.g., the presentation of Diamond Tree products or the Diamond Tree Marketing and Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Diamond Tree for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business. 9. The Agreement, in its current form and as amended by Diamond Tree at its discretion, constitutes the entire contract between Diamond Tree and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect. 10. Any waiver by Diamond Tree of any breach of the Agreement must be in writing and signed by an authorized officer of Diamond Tree. Waiver by Diamond Tree of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect. 11. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of laws. All disputes and claims relating to Diamond Tree , the IBO Agreement, the Diamond Tree Marketing and Compensation Plan or its products and services, the rights and obligations of an independent IBO and Diamond Tree , or any other claims or causes of action relating to the performance of either an independent IBO or Diamond Tree under the Agreement or the Diamond Tree Policies and Procedures shall be settled totally and finally by arbitration in Tustin, California, or such other location as Diamond Tree prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. All issues related to arbitration shall be governed by the Federal Arbitration Act. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the losing party OR Each party to the arbitration shall be responsible for its own -- costs and expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent Diamond Tree from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. 12. The parties consent to jurisdiction and venue before any federal or state court in Orange County, State of California, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law. Montana Residents: A Montana resident may cancel his or her IBO Agreement within 15 days from the date of enrollment, and may return his or her starter kit for a full refund within such time period. 13. If a IBO wishes to bring an action against Diamond Tree for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against Diamond Tree for such act or omission. IBO waives all claims that any other statutes of limitations apply. 14. I authorize Diamond Tree to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use. A faxed copy of the Agreement shall be treated as an original in all respects.