| POLICIES AND PROCEDURES This document must be read in its entirety. Independent Representatives must be intimately familiar with these Policies and Procedures and agree to comply with all policies set forth therein. Submission of the Independent Representative Agreement constitutes acknowledgement on the part of the Independent Representative that he/she has read and agreed to these Policies and Procedures. These Policies and Procedures are updated regularly and available on line at www.escapeinternational.com 1. Becoming a Representative Enrollment Form: To enroll as an Independent Representative, an applicant must fill out and submit an on-line Independent Representative Agreement or submit a hard copy agreement to Escape International's Corporate Headquarters Legal Age: All persons applying to become Independent Representatives must be eighteen (18) years of age or older. A person under the age of 18 can apply for an Independent Representative position but requires the authorization and signature of a parent or legal guardian. Identification Requirements: ESCAPE INTERNATIONAL uses the Social Security numbers of all Independent Representatives for purposes of identification. An Employer Identification Number (EIN) also known as a Federal Tax Identification Number (Tax-ID) will serve as the Identification Number for all partnerships and corporations acting as Independent Representatives. Tax-ID and/or Soc. Sec. Numbers will be used to track all transactions and communication with ESCAPE INTERNATIONAL. Tax-ID and/or Soc. Sec. Numbers will be kept strictly confidential, except where appropriately and legally required for submission to government agencies. If you would like your ESCAPE INTERNATIONAL position referenced with a Tax-ID, incorporation papers and D.B.A. papers must be submitted with the Agreement form. 2. Legal Entities as Independent Representatives Independent Representative (Individual): ESCAPE INTERNATIONAL uses the Social Security numbers of all Independent Representatives for purposes of identification. The Soc. Sec. Numbers will be used to track all transactions and communication with ESCAPE INTERNATIONAL. The Soc. Sec. Number will be kept strictly confidential, except where appropriately and legally required for submission to government agencies. All Compensation Checks, 1099's and correspondence will be in the name of the entity on the Representative Agreement. Independent Representative (Corporations & Partnerships): An Employer Identification Number (EIN) also known as a Federal Tax Identification Number (Tax-ID) will serve as the Identification Number for all partnerships and corporations acting as Independent Representatives. The Tax-ID will be used to track all transactions and communication with ESCAPE INTERNATIONAL. The Tax-ID Number will be kept strictly confidential, except where appropriately and legally required for submission to government agencies. If you would like your ESCAPE INTERNATIONAL position referenced with a Tax-ID, incorporation papers and D.B.A. papers must be submitted with the Agreement form. To become a new Independent Representative as a corporation, partnership, trust, one must submit a Representative Agreement Form and also must provide D.B.A. or Articles of Incorporation papers with the Tax-ID, Social Security numbers and names of each partner, principal, stock- holder, officer and director. The partner who submits the form must be authorized to enter binding contracts on behalf of the DOD P001 2 Revised 11-09-2006 partnership or corporation. It is not permissible for partners applying as a partnership or corporation to have been or to currently be members of another Escape affiliated partnership or corporation within twelve (12) calendar months preceding the execution of the agreement. If so desired, written notification of resignation of position must be received by ESCAPE INTERNATIONAL and be on file for no less than one (1) year in order for the request to be approved. All Compensation Checks, 1099's and correspondence will be in the name of the entity on the Representative Agreement. Multiple Individuals as a single entity: Multiple individuals wishing to sign up under one position should form a DBA, corporation, partnership, etc. Escape recognizes only one entity per Representative position. Multiple Representative positions: Only one representative position is allowable per Individual. The creation of alternate spelling, false names, etc. to create multiple positions is prohibited. No individual may participate in more than one (1) profit position in any form. Marriages: A husband and wife may operate as Independent Representatives jointly or separately. If they desire two positions, one must sponsor the other, or they must have the same sponsor. Should a husband/ wife divorce, ESCAPE INTERNATIONAL must be notified as to how the business is to be managed. All requests regarding changes of names or Identification Numbers of the Independent Representative position must be submitted to the home office in writing and agreed to by both parties. ESCAPE INTERNATIONAL reserves the right to verify all authorizations prior to making any changes. Otherwise, ESCAPE INTERNATIONAL will only recognize the individual whose Social Security number was originally listed on the Agreement form. ESCAPE INTERNATIONAL will only continue to service representatives that remain listed in our computer system. 3. Independent Representative Position Termination, Cancellation, Transfer Active Representative Status: An Independent Representative in compliance with all the terms of the ESCAPE INTERNATIONAL Independent Representative Agreement, it's Policies and Procedures, and fulfilling the duties and obligations required of an Independent Representative. Cancelled Representative Status: An individual requesting removal as an active representative will be changed to Cancelled Status. A cancelled Representative, while remaining in the system for Escape's accounting records, is in effect removed from the active back office system. The position is no longer accessible by the upline and all structure and downline are removed from the Representative. Should a cancelled Representative re-apply any time before twelve (12) months, they will be placed under their original sponsor. After a period of twelve (12) months they may choose a new sponsor, if so desired. In either case their prior downline will not be reinstated. Termination of Representative Position: To cancel this Agreement or resign as an Independent Representative, you must provide a specific letter of cancellation. Provide your name, address, phone number, Rep-ID and date. You may submit the letter of cancellation via email, fax or hard copy delivered to the home office. By taking this action your position will be changed to Cancelled status per the definition of Cancelled Representative Status. Changing Status - Individual / Business: If an active Independent Representative desires to change status from an individual to that of a partnership or corporation, one must notify ESCAPE INTERNATIONAL in writing and an "Agreement of transfer or Sale of Representative Position" must be turned into the home office. D.B.A. or Articles of Incorporation papers with the Tax-ID, DOD P001 3 Revised 11-09-2006 Social Security numbers and names of each partner, principal, stock- holder, officer and director must also be provided to ESCAPE INTERNATIONAL. Change of sponsorship is not allowed. If an active Independent Representative position desires to change status from a partnership or corporation to an individual one must notify ESCAPE INTERNATIONAL in writing and an "Agreement of transfer or Sale of Representative Position" must be turned into the home office. Change of sponsorship is not allowed. Transfer or Sale of an Independent Representative Position: An Independent Representative's position or that of a partnership or incorporation (business) may be transferred to another individual or corporation by sale or bequest. If an Independent Representative position is to be transferred or sold, the following information must be provided to ESCAPE INTERNATIONAL for approval: • Completion and notarization of document "Agreement Of Transfer Or Sale Of Representative Position" • Copy of the purchaser's "D.B.A." or "Articles of Incorporation" papers (if applicable). Approval of Sale, Transfer or Status Change: An Independent Representative status WILL NOT be considered transferred or sold or changed until all paperwork is submitted and approved by ESCAPE INTERNATIONAL. ESCAPE INTERNATIONAL will not be held responsible for any monetary fund transfer or agreements between transferring parties. We recommend not accepting any funds from the potential buyer until the sale has been approved and finalized. Death or Incapacity: Upon the death or incapacity of an Independent Representative, or of its principals, the rights to the commission and marketing position shall pass to the legally designated successor, provided said successor complies with all the terms of the ESCAPE INTERNATIONAL Independent Representative Agreement, it's Policies and Procedures, and fulfills the duties and obligations required of an Independent Representative. 4. Rights of Representatives Qualifications for Commissions: All Representatives must be qualified according to the current Compensation plan satisfying the requirements therein in order to be eligible to receive any residual of bonus commissions. Qualification and calculation of monthly commission checks are per your rank position at midnight of the last day of the month. At that time, your position within the compensation plan will be calculated from all data and you will receive your commissions according to that position. Commission/Bonus Checks: Telecom Commission checks are based upon verification of service and subsequent receipt of commissions from the applicable agent partners. Residual payments are based on a percentage of the commissionable revenue per the Compensation plan details for that particular product or service. Wellness product commission checks are based upon completed orders and are a percentage of the commissionable revenue per the Compensation plan details. Timing of commission payout is dependent upon the particular product and is reflected in the Compensation Plan Details document. Commission checks will be paid and or held in escrow until such a time as the total exceeds Sixteen Dollars and fifty cents ($16.50), where at that time a commission check will then be issued. A processing fee of $1.50 will be deducted from all checks issued. Checks are mailed on the 15th of each month. (Provided the 15th doesn't fall on a weekend or holiday). Should an Independent Representative experience a delay in the receipt of his/her check and wish to be issued a new check, the Independent Representative will be responsible for a stop payment fee for the cancellation of the original check and that fee will be deducted from the replacement check. DOD P001 4 Revised 11-09-2006 Customers: Once a customer has been entered into the system, the Representative receiving credit for that customer cannot be changed. A potential customer prior to purchasing product and wanting to become a representative can claim themselves. In this case the new representative, not the sponsoring rep would get credit for the customer. Customer Cancellation: In the event that a customer has cancelled their service and after 6 months chooses to become a customer, the customer may be claimed by another representative. The customer must be in the inactive file for a minimum of 6 months to be reinstated under a different representative. Order Entry Procedure: All product and service orders are placed on-line and are entered directly into the back office system. Any paper orders faxed into the office are entered into the system on the business day that they are received (Provided they are received prior to 3:00 PM EST). It is each Representative's responsibility to verify the accuracy of the information provided and or entered into the on-line system. ESCAPE INTERNATIONAL employees make every attempt to read the handwriting on faxed copies submitted. If the documents are illegible or incomplete ESCAPE INTERNATIONAL will attempt to contact the representative and cannot guarantee that they will be processed otherwise. The back office system will reflect all on-line orders the next business day. Reflection of customer status may show active, pending, etc. depending upon the type of product or service ordered. It is the responsibility of the Independent Representative to check their Customer Report to ensure all orders and applicable customer points are listed and processed. If a customer is not registered, it is up to the Representative to call Rep Support and resolve the issue. Sales Tools: A variety of sales aids and tools are available to the Independent Representatives. However, should you desire to utilize supplemental information and/or tools, the following guidelines must be met: • Any materials created by ESCAPE INTERNATIONAL may not be duplicated or reproduced without prior approval from ESCAPE INTERNATIONAL. This includes websites, manuals, audiotapes, videotapes, stationery, business cards, etc. • The reproduction or re-sale for profit of any sales or marketing tools (i.e. video and audio taped manuals, business cards, etc.) is strictly prohibited • All Marketing materials created by Independent Representatives must clearly state "Independent Representative" in the main body of the document. • Any supplemental materials, created and used by an Independent Representative, including but not limited to, websites, brochures, flyers, training's, commercials, advertisements, business cards, etc., that contain the names "ESCAPE INTERNATIONAL", or any telecommunication carriers used by ESCAPE INTERNATIONAL must be approved by ESCAPE INTERNATIONAL prior to use. Any materials not approved by ESCAPE INTERNATIONAL that bear or refer to the names and logos listed are strictly prohibited Ordering Supplies: You may order supplies by completing the applicable on-line ordering process. All orders must be shipped to a physical address. No P.O. Box accepted. ESCAPE INTERNATIONAL will ship supplies to your doorstep via UPS. If you prefer that the order be expedited, please contact Rep Support Boundaries: ESCAPE INTERNATIONAL does not impose geographical boundaries within the United States on the Independent Representatives with regard to customer acquisition, sales and recruiting. Independent Representatives shall have the right to conduct business anywhere that ESCAPE INTERNATIONAL conducts business, without exclusivity. 5. Obligations of Independent Representatives Yearly Renewal Required: Per Legal requirements, it is necessary that all Representatives have their Independent Representative Agreement renewed on a yearly basis. THERE ARE NO FEES TO RENEW. Escape International has implemented an automatic renewal that negates the requirement to fill out and sign specific documents. If an individual wishes not to be renewed, they must provide a specific letter to cancel their Independent Representative position, providing their name, address, phone number, Rep-ID and date. The letter of cancellation can be sent via e-mail, fax or hard copy delivered to the home office. By taking this action their position will be changed to cancelled status per the definition of Cancelled Representative Status. Change of Personal Information: The accuracy of all personal information listed in the back office is the responsibility of the Independent Representative. ESCAPE INTERNATIONAL shall not be held responsible for delays due to inaccurate and non-current residence information. Independent Representatives must report any change of information by sending written notice to the home office, or calling rep. support. If purchased product is returned to the home office because a Representative has failed to notify ESCAPE INTERNATIONAL of an address change, the Representative will be responsible for the S&H fees incurred. Independent Contractors; Expenses; Indemnity: All Independent Representatives are responsible for any expenses which result from their business operation. Miscellaneous expenses include, but are not limited to; licenses or permits required to operate a business, legal fees connected with the use of a business name, telephone expenses, product advertising, etc. No Independent Representative shall involve ESCAPE INTERNATIONAL in any contractual relationships to their business. Independent Representatives cannot and will not sign any contract, rent or lease office space or equipment, open any bank account, secure credit, cash any negotiable instrument, make any purchases or enter into agreements of any kind in the name of ESCAPE INTERNATIONAL. Such practices are subject to Independent Representative position termination. Each Independent Representative shall hold ESCAPE INTERNATIONAL, its shareholders, partners, members, directors, officers and employees, harmless from any claims, damages, expenses or liabilities arising out of said Independent Representative's business practices, including attorney fees arising out of actions or conduct in violation of this agreement Claims and Representations: All Independent Representatives begin with an equal opportunity for income. Independent Representatives will not make any statements or representations regarding ESCAPE INTERNATIONAL services and/or products other than those provided in these Policies and Procedures and other printed material available by ESCAPE INTERNATIONAL specifically. Representative Escape Relationship: When an Agreement is signed, you become a selfemployed, independent contractor. Independent Representatives do not work for ESCAPE INTERNATIONAL, they work with ESCAPE INTERNATIONAL, and hence they are not employees of the company. Independent Representatives shall not confuse or create a relationship of employee/ employer, agency, partnership or joint venture between any participant, sponsor and ESCAPE INTERNATIONAL. Any implication or claim that an Independent Representative or prospective Independent Representative is or will be employed by ESCAPE INTERNATIONAL is prohibited. Earning Claims: Independent Representatives shall make no claim or inference as to what may be earned as an Independent Representative. No guarantees of any income or assurances of any profits or success are made by ESCAPE INTERNATIONAL. Furthermore, any profits or success resulting from activities as a Representative will only be from the sales volume, products or services offered by ESCAPE INTERNATIONAL, and any success achieved will be based solely upon the Representative's efforts, commitment, and skill. Reporting of Taxes: Representatives are not considered employees for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, Income Withholding by ESCAPE INTERNATIONAL or any other laws governing employees. It is the responsibility of each Distributor to make self-employment and Federal Income Tax payments as required by law. As such, ESCAPE INTERNATIONAL does not deduct any personal taxes from commissions and/or bonuses. At the end of the year, as required by law, ESCAPE INTERNATIONAL provides each Representative and the Internal Revenue Service with a 1099 Form. Currently, state laws require the reporting of incomes of $600.00 or more. These laws may change over time and ESCAPE INTERNATIONAL will furnish 1099's in accordance with those laws. This form reports the total income earned by each Representative from ESCAPE INTERNATIONAL during that year. Identification Number: It is the Independent Representative's responsibility to provide ESCAPE INTERNATIONAL with the proper Social Insurance Number or Business Identification Number for the purpose of reporting taxes. If the information that is provided is incorrect, ESCAPE INTERNATIONAL may at its discretion hold all future payments until the matter is resolved. Monthly Payments: Representatives are not required to subscribe to or purchase any product or service of any company with which ESCAPE INTERNATIONAL contracts, or to purchase or subscribe to any product or service that ESCAPE INTERNATIONAL itself provides, in order to receive commissions. If an Independent Representative chooses to do so, and is set up for monthly payments whether from a billing cycle or an automated autoship payment, he/she is responsible for payment due. If an Independent Representative becomes more than 60 days past due on any bill for service or products provided by ESCAPE INTERNATIONAL or a company with which ESCAPE INTERNATIONAL contracts, the Independent Representative position may be terminated, commissions may be withheld and or debits may be issued to the monthly check. Personal Check Policy: ESCAPE INTERNATIONAL discourages the use of personal checks but will accept them with certain conditions applied. Shipment of product will be held 10 to 14 days to facilitate check clearance. Any returned checks will incur a $25.00 service fee. When ESCAPE INTERNATIONAL is notified of a returned check, the Representative will receive notice by e-mail or by phone. Any Wellness product orders including "AutoShip" orders will be stopped pending resolution. ESCAPE INTERNATIONAL reserves the right to require a representative to remit all future payments by cashier check, money order or credit card if a 'returned check" has been received. All commissions and or bonuses will be held, in escrow until payment is received. If the total balance due is uncollected after 30 days, a debit will be issued to the monthly commission check for the amount owed. Commission Chargeback's: In certain circumstances ESCAPE INTERNATIONAL may receive "commission or bounty chargeback's" from its contractors due to contract cancellations, unpaid customer billing etc. If this occurs, ESCAPE INTERNATIONAL will then debit the appropriate Representative and their respective upline's for any commissions/ payments remitted to them that pertain to the applicable chargeback. 6. Prohibited Practices of Independent Representatives; Confidentiality and Noninterference; Nondisclosure of Proprietary Information Upholding Ethical Standards: ESCAPE INTERNATIONAL conducts business in an ethical and credible manner, and expects all Independent Representatives to work ethically with their customers, with each other, and with the company. ESCAPE INTERNATIONAL permits no unethical activity and ESCAPE INTERNATIONAL will intervene when unethical behavior is evident. ESCAPE INTERNATIONAL reserves the right to use its best judgment in deciding whether certain Independent Representative activities are unethical and, if determined so, are grounds for terminating or deactivating the Independent Representative position. If for any reason an Independent Representative violates any of the terms of the Agreement and/or these Policies and Procedures, ESCAPE INTERNATIONAL reserves the right to immediately deactivate or terminate the Independent Representative position. Such action by ESCAPE INTERNATIONAL will terminate any and all rights of the Independent Representative and further payments of any kind are terminated effective at the time of said violation. Under no circumstances would an Independent Representative who is terminated for unethical or illegal activity be entitled to a refund of any previously paid fees, net of applicable taxes, nor are they entitled to sell or transfer their position. Examples of unethical activity include, but are not limited to: • Forging a signature or providing false information on any company document, application or product order. • Cross Line Recruiting • Making false or misleading representations as to potential income, information provided on any ESCAPE INTERNATIONAL forms, the relationship between Escape International and its suppliers, or any other untrue statement regarding the nature of ESCAPE INTERNATIONAL and its business operations • Contacting any supplier or provider with whom ESCAPE INTERNATIONAL contracts without ESCAPE INTERNATIONAL's written authorization. • Writing bad checks to either the company or to another Independent Representative. • Using unauthorized credit card information • Depositing checks made payable to ESCAPE INTERNATIONAL into personal accounts instead of immediately forwarding them to the company. • Spreading rumors or misleading statements with malicious intent regarding ESCAPE INTERNATIONAL, its employees or its independent Representatives. False or Misleading Statements: Each Independent Representative acknowledges that no Attorney General or other regulatory authority ever reviews, endorses or approves any marketing company, its product or service, or its compensation plan, and will make no such claim to prospective ESCAPE INTERNATIONAL Representatives. In the event a question shall arise concerning the legal compliance by ESCAPE INTERNATIONAL, such shall be submitted to ESCAPE INTERNATIONAL's legal department in writing. Representatives shall make no false or misleading statements concerning these relationships, and understands that if they do so, their relationship with ESCAPE INTERNATIONAL may be immediately terminated. Tampering of Funds: No Independent Representative is allowed to accept funds intended for ESCAPE INTERNATIONAL and co-mingle with personal accounts. An Independent Representative tampering with funds -or operating an authorized bank account in the name of ESCAPE INTERNATIONAL or any similar name may have their Independent Representative position terminated. Contact with Suppliers: Independent Representatives are strictly prohibited from any direct contact with suppliers whom ESCAPE INTERNATIONAL contracts unless it is in specific relation to a personal account they currently have with said provider. An Independent Representative may contact a supplier in regards to an ESCAPE INTERNATIONAL customer only if having received prior written authorization from ESCAPE INTERNATIONAL. Customers experiencing problems with their service should contact the applicable provider's Customer Service directly for resolution. ESCAPE INTERNATIONAL has contracted with companies that have trained staff available to handle such situations. Sponsorship: ESCAPE INTERNATIONAL believes in and maintains the maximum protection of the sponsor/ sponsored too relationship. Therefore, the changing of sponsors is strictly prohibited. The only method for changing sponsorship is to submit a written request of resignation of an Independent Representative position or interest in an Independent Representative position, and after a period of no less than one (1) full calendar year from the date of the resignation will authorization to rejoin under another sponsor be permitted. NOTE: ESCAPE INTERNATIONAL will not mediate any disputes involving sponsor designations. However, ESCAPE INTERNATIONAL reserves the right to review sponsoring practices and to change sponsorship if it is found that unethical or misleading practices were used. Confidentiality: During the term of the relationship with ESCAPE INTERNATIONAL, the Independent Representative may receive information or data constituting a trade secret or confidential information of ESCAPE INTERNATIONAL and/or its carrier/supplier/service provider(s) in which event, the Independent Representative shall treat such trade secret or confidential information as strictly confidential and wholly owned by ESCAPE INTERNATIONAL, as applicable. No Independent Representative may, for any reason, nor in any manner, directly or indirectly use, sell, lend, lease, distribute, license, give, transfer, disclose, disseminate, reproduce or otherwise communicate any such item of information or data to any person or entity for any purpose other than as authorized by ESCAPE INTERNATIONAL in writing. The definition of "confidential information" shall mean proprietary and confidential data or information of ESCAPE INTERNATIONAL or its carrier/supplier/service provider(s) which is not publicly known or available to the competitors of ESCAPE INTERNATIONAL or its carrier/supplier/service provider(s). "Confidential information" also includes without limitation, information regarding ESCAPE INTERNATIONAL or its carrier/supplier/service provider(s), Independent Representatives, customers or prospective customers, marketing methods, business and technical plans, product information and pricing. The definition of "confidential information" includes "trade secrets" which shall mean that portion of confidential information which constitutes trade secrets as defined by applicable law and including, without limitation, confidential computer programs, software, designs, processes, proc edures, formulas and improvements, whether copyrightable or not. Independent Representatives must use their best efforts to preserve all confidential information until it becomes generally available to the public or ESCAPE INTERNATIONAL agrees in writing that such information may be disclosed or is otherwise no longer deemed to be confidential. Noninterference: Independent Representatives must not, without prior consent and written approval of ESCAPE INTERNATIONAL, either for their own position or as a consultant, distributor, Independent Representative, partner or owner of any other firm, partnership or corporation, whether in network marketing or any other kind of business, directly or indirectly solicit, divert, take away or interfere with any of the business, employees, customers, Independent Representatives or distributors, trade or patronage of ESCAPE INTERNATIONAL, its telecom/wellness/supplier/service provider(s) or its affiliated entities. Cross Line Recruiting: ESCAPE INTERNATIONAL strictly prohibits "Cross line Recruiting" which is the solicitation of any existing or pending Independent Representative sponsored by another individual or group that maintains an Independent Representative position. Solicitation: During the term of the Independent Representative Agreement, representatives may not, directly or indirectly, sell or solicit telecom or wellness services offered by ESCAPE INTERNATIONAL through any person or entity other than that specifically designated or approved in writing by ESCAPE INTERNATIONAL. Independent Representatives shall not, during their relationship with ESCAPE INTERNATIONAL and for a period of one year thereafter, directly or indirectly, divert, entice, knowingly call upon, sell or solicit, take away or move any customer of ESCAPE INTERNATIONAL or its carrier/supplier/service provider(s), whether or not the Independent Representative originally procured or brought such customer to ESCAPE INTERNATIONAL's carrier/supplier/service provider(s) (such activities are collectively referred to herein as "solicitation"). All customers solicited by Independent Representatives on behalf of ESCAPE INTERNATIONAL or its carrier/supplier/service provider(s) are deemed to be customers of ESCAPE INTERNATIONAL or its carrier/supplier/service provider(s) and not of its Independent Representatives. Independent Representatives understand that such prohibition of nonsolicitation shall be strictly enforced and that ESCAPE INTERNATIONAL or its carrier/supplier/service provider(s) shall be a third party beneficiary of this prohibition as well as any proprietary and confidential information provided to ESCAPE INTERNATIONAL which in turn is received by the Independent Representative. Further, during the term of the Independent Representative Agreement and for a period of one year thereafter, Independent Representative may not enter into a direct marketing relationship with any carrier/supplier/service provider(s) of ESCAPE INTERNATIONAL. Violation of this covenant and condition will result in forfeiture of all Independent Representative Rights, including all current and future commissions, bonuses and payments of any kind. Solicitation or promotion of other MLM organizations: Directly or indirectly soliciting involvement or sponsorship, or assisting in the solicitation or sponsorship of any existing or pending Independent Representative into another sales organization of which they are not currently a member is also prohibited. Selling of Escape Products and it's Affiliates in the Public Forum: All members regardless of membership status (Preferred, Wholesale) are prohibited from selling or marketing Escape products or their Affiliates(Xymetri, Makaila Morgan, etc) in public forms such as but not limited to (Ebay, Personal Websites etc) for less than wholesale price as established and published on Escape International's website. Promotion of Competitive Products: The Direct or indirect promotion of competitive products or services is prohibited. Nondisclosure of Back Office Information: ESCAPE INTERNATIONAL's back office system is designed to provide information to the Independent Representative concerning the representative's organization, product purchases, qualifications and income status. Independent Representatives agree that such information is proprietary and confidential to ESCAPE INTERNATIONAL and is transmitted to the representative in confidence. The representative agrees that he or she will not disclose such information, directly or indirectly, to any third party nor use the information to compete with ESCAPE INTERNATIONAL in any manner. The representative agrees that this agreement of confidentiality and nondisclosure is legally binding on the Independent Representative. Corporate Identity: ESCAPE INTERNATIONAL's identity is one of its most valuable assets and, therefore, must be protected at all times in order to maintain its integrity for all. As such, ESCAPE INTERNATIONAL Independent Representatives are strictly prohibited from representing themselves as having any other affiliation with ESCAPE INTERNATIONAL other than as an ESCAPE INTERNATIONAL Independent Representative at any time or in any manner. Corporate Logos: Independent Representatives are strictly prohibited from using logos, names, trademarks, or other proprietary information belonging to ESCAPE INTERNATIONAL, unless authorized, in writing, by ESCAPE INTERNATIONAL. 7. Slamming of Telecom Customers "Slamming" is defined as the unauthorized switching of a customer's local or long distance provider. To prevent slamming, Escape international requires that all online or other application for telecom service require direct personal submission. The Federal Communication Commissions and other governmental agencies require full investigations into any and all allegations of slamming. Slamming is considered a federal offense and levies heavy fines and penalties stated by the governmental agencies involved. ESCAPE INTERNATIONAL may be notified of a "Slam" through different means: • The customer may directly contact ESCAPE INTERNATIONAL and request an investigation • The customer may contact the local phone provider • The customer may call the customer Service Department Once the customer has called the service provider to report a slam issue, the service provider will then investigate the claim to determine if the customer has given permission to switch long distance local, VoIP or cell phone carriers. If the customer has not given his/her permission for the switch, the service provider will resolve the claim by crediting the customer account. In accordance with ESCAPE INTERNATIONAL's practices pertaining to slamming, we must hold the Independent Representative accountable for unauthorized charges that have accumulated on the account. ESCAPE INTERNATIONAL will provide written notification to the Independent Representative concerning the slamming allegation, stating the amount of the balance to be debited. ESCAPE INTERNATIONAL will issue a debit against the Representative in the amount of the customer's balance. In the event that the debit exceeds their bonus commission amount or account balance, it will be held in escrow until there are sufficient funds for compensation. Any Independent Representative engaged in slamming will be required to reimburse ESCAPE INTERNATIONAL for any fines or charges assessed against it. In addition, an administrative fee in accordance with expenses incurred by ESCAPE INTERNATIONAL will be charged to the Independent Representative. If the "slammed" account was used for qualifications, any CAB payments made as a result will be reversed. This reversal will also apply to any corresponding upline CABs as well. Representatives are responsible for the validity of the orders of all customers that appear on their Personal Customer List. Therefore, representatives are encouraged to routinely review their customer lists to ensure that only customers that they have personally enrolled are appearing on the customer list. If a representative finds that a customer appears on their customer list that they have not personally enrolled, they must contact Customer Support immediately. 8. Privacy Policy Personal Information: In this section, "Personal Information" means any information about an identifiable individual which is disclosed to the Independent Representative under this Agreement, other than an individual's business contact information • The Independent Representative acknowledges that, in the course of the performance of this Agreement, (s)he will be provided with and have access to Personal Information and that such Personal Information is confidential. The Independent Representative agrees that such Personal Information will be collected, used and disclosed only for the purposes for which it was collected and only in relation to the provision of ESCAPE INTERNATIONAL's services or products or this Agreement, that (s)he will safeguard such Personal Information by appropriate organizational, physical and technological means ("Safeguard Obligations") and not, other than as required in relation to the provision of ESCAPE INTERNATIONAL's services or products, disclose, transfer, sell, assign, publish or otherwise make available any Personal Information for his/her own use or the use of any other person or entity except where disclosure may be required to comply with a subpoena, warrant, or court order, or if requested by a government institution which has the lawful authority to obtain the Personal Information, or if otherwise required by law; • The Independent Representative agrees that any Personal Information that he or she provides to ESCAPE INTERNATIONAL that is not his/her own, has been collected, used and disclosed to ESCAPE INTERNATIONAL with the consent of the individual whose Personal Information it is. • Upon reasonable request, the Independent Representative shall provide ESCAPE INTERNATIONAL access to, and the right to inspect, any or all Personal Information collected, used or disclosed by the Independent Representative during the course of the Agreement; • The Independent Representative shall, at the prior written request of ESCAPE INTERNATIONAL, promptly return any Personal Information and all copies thereof in any form whatsoever under the power or control of the Independent Representative to ESCAPE INTERNATIONAL, and delete the Personal Information from all retrieval systems and databases or destroy same as directed by ESCAPE INTERNATIONAL • The Independent Representative agrees to co-operate with ESCAPE INTERNATIONAL in any regulatory investigation or in any internal investigation regarding any alleged privacy breach or complaint. Indemnification: The Independent Representative agrees to defend, indemnify and hold ESCAPE INTERNATIONAL harmless from any claims and actions against ESCAPE INTERNATIONAL relating to the Independent Representative's violation of existing privacy laws relating to the collection, use or disclosure of Personal Information. The Independent Representative also agrees to defend, indemnify and hold ESCAPE INTERNATIONAL harmless from any claims and actions against ESCAPE INTERNATIONAL relating to any marketing or promotions developed for ESCAPE INTERNATIONAL by the Independent Representative, when the Independent Representative was indemnified by a third party which did not also indemnify ESCAPE INTERNATIONAL. Termination: In the event of a material breach by either party of any applicable privacy laws or provisions in this Agreement relating to such laws, the non-breaching party may terminate the Agreement, by written notice to the breaching party, 30 days after first delivering notice of such breach and the failure to cure such breach within the 30 days. 9. Amendments ESCAPE INTERNATIONAL has developed these Policies and Procedures in order to maintain the order and integrity in our program and among our Independent Representatives. ESCAPE INTERNATIONAL at its sole discretion, reserves the right to make any and all necessary changes to these policies and procedures, the compensation plan, and sales tools or materials. Notification of such changes will be through ESCAPE INTERNATIONAL's corporate Website and as practical, through Constant Contact, TNT System, voice mail system or U.S. Mail. Such changes are incorporated as part of this Agreement between ESCAPE INTERNATIONAL and its Independent Representatives. 10. Summary ESCAPE INTERNATIONAL believes in the philosophy of sharing a truly 'risk-free" opportunity with people to help them achieve their goals, better their lives and enjoy success determined by their own individual efforts. Our program allows people the freedom to live their lives the way they want to, work with people they enjoy being around and the ability to create financial independence for themselves and their families. We have created everything in and about our company for the Independent Representatives across the nation. The partners and the team at the home office are working for the Representative in the field, to offer support, assistance and information. If you have any comments or ideas, please feel comfortable in writing, faxing or e-mailing to the home office. We believe in the philosophy that Independent Representatives work with us, not for us. |


