Terms and Conditions

INDEPENDENT REPRESENTATIVE (IR) and SUPPORT CENTER ADMINISTRATOR (SCA)

TERMS AND CONDITIONS

THIS AGREEMENT and understanding of the Terms and Conditions is made and entered into this day with Leisure Lifestyles, Inc., a Delaware Corporation (“Parent”), Doing Business As (DBA): International World of Vacations, also referred to as “IWV”. You may apply for enrollment in the IWV Independent Representative (IR) and/or Support Center Administrator (SCA) System by submitting a completed enrollment application at www.iwvnet.com/join. You AGREE TO BE BOUND BY THE LEGAL NOTICES, CONDITIONS OF USE, CODE OF ETHICS and all disclaimers and terms and conditions that appear in this document and on the International World of Vacations Website by visiting www.iwvnet.com.

Please understand we have attempted to minimize the risk for you as much as possible with this business opportunity. Our intention is for you to view the information in its entirety, speak with your personal business coach, and decide if this business is for you.

1) INTERNATIONAL WORLD OF VACATIONS ABBREVIATIONS, TERMS & DEFINITIONS

“Leisure Lifestyles Inc. (LLI)” means Parent and the corporate entity.
“International World of Vacations (IWV)” means the corporation’s marketing focal point.
“Independent Representative (IR)” means IWV members using the IWV System to sell travel and related products and services.
“Support Centers (SC) and Support Center Administrators (SCA)” means IWV members who provide an additional level of support for recruiting, training, and ultimately retaining IRs. IWV has authorized up to 150 Support Centers within the United States.
“The IWV System” means the model.
“The System” means the current version of the application software for travel and tourism services in machine-readable form, in Single Provider set-up mode and its Documentation.
“Equipment” means the equipment (Hardware, Network Infrastructure, and System Software) on which the System will be installed.
“Maintenance Services” means the services to be provided in accordance with Company’s technology.
“The License” means the limited term license granted to International World of Vacations.
“Release(s)/Version(s)” means any updated version of the System that replaces all prior versions of the System or one or more Subsystems, or part of them, which may be released from time to time.
“Service” means any type of service (Flight, Car, Accommodation, Excursion, Transfer, Cruises, Trip Insurance, Event Tickets and etc. but not limited to these) reserved (booked) in the System by any IWV member, IR, SCA, affiliates and/or any subsidiaries.
“Anniversary Date” means the day you actually become a member of the International World of Vacations Business Opportunity by paying the one-time Sign Up fee, the first monthly fee and agreeing to the “Terms and Conditions” outlined in this document.
“Automatic Renewal” means the day you actually become a member of the International World of Vacations Business Opportunity by paying the one-time Sign Up fee, the first monthly fee and agreeing to the “Terms and Conditions” outlined in this document.
“Monthly Qualifications” There are no monthly qualifications for sales for receiving commissions.
“Monthly Fees” There is a Monthly License Fee of $39.99. This amount will automatically be charged to your ACH account in a 30-day cycle. There are no other annual or hidden fees. “ACH” is an electronic payment alternative to credit cards and paper checks to “Pay It Green.” The Automated Clearing House (ACH) network is the same safe, secure, and reliable system used by hundreds of thousands of companies for processing direct deposit payroll, loans, mortgages, utility bills, insurance premiums, and the Federal government for benefit payments and social security.
“Fast Start Bonus” was put into place in order to induce excitement and a fast start for our newly recruited IRs. If the IR makes two of any travel bookings in the first thirty (30) days after sign¬up, and recruit any two (2) individuals into the IWV program in the first 30-days of joining IWV, we will give you additional $100 in bonus vacations credits!
“International World of Vacations Commissions” means IWV receives commissions for travel products sold by our IRs. These commissions, paid to IWV, are referred to as IWV Commissions.
“IR Commissions” means that portion of the IWV Commission that is shared with the IR.
“Commissionable Sales” are defined as all sales on which IWV pays commission to the IRs. This excludes most airline tickets (see Service Fees below), taxes, port fees, and other non-commissionable items.
“Two-Step Compensation Program” is the IWV compensation program designed to allow an Independent Representative or Support Center Administrator to earn Cash Commissions and bonus Vacation Credits in direct proportion to user’s success in developing his home-based vacation marketing business. The first step is direct commissions paid for the individual’s own product sales. Please see below under “Teams and Team Leaders” for a further explanation on step two.
“Teams and Team Leaders” means that IWV’s compensation plan includes override commissions paid to those IRs who choose to become Team Leaders by developing a team of one or more IRs. This is Step Two of the Two-Step Compensation Program, which is also known as Dynamic Networking. It is the mechanism by which the Team Leader earns commissions and by which bonuses are shared between the Team Leader and his Team based on team performances. While we do reward IRs on the efforts of others, we are not your typical multi-level marketing with the multitude of down-lines. Team Leaders receive commission from one level only. It is in our IRs best interest to sponsor, train and retain many other IRs for their Team.
“Vacation Credits” are an incentive for our IRs to take vacations with our travel partners using the IWV Vacation Credit Bonus program. When any new IR is accepted by IWV and successfully has two (2) travel booking of any type, and recruits two (2) new IR’s in the International World of Vacations Program, he or she will receives $100 in Vacation Credits deposited directly into his Vacation Credit Bank Account. Then every time an IR earns an IR Commission, either by direct commission or team bonus commission, an additional 10% of that commission is a bonus that is paid into the IR’s Vacation Credit Bank Account. (Please see below on conditions involving the usage of Vacation Credits)
“Vacation Credit Bank Account” means that Vacation Credits will be deposited into an IR’s personal Vacation Credit Bank Account. This account can only be used by IRs who are in good standing and current on all fees for at least 90 days.
“Service Fees” means that IWV will share net Service Fee Income with the IRs. The IWV Web site will list the IWV Net Service Fees to be earned in Dollars. These earnings are not eligible for additional Vacation Credits and do not apply on certain travel sales for competitive reasons.
“Super Bonus” means that IWV will pay additional bonuses as outlined in the “IWV Compensation Program.” These bonuses are paid annually and based on volume levels of sales made solely through the International World of Vacations booking engine.
“Bookings vs. IR Commissions” means that IWV earns IWV Commissions and pays the IR commissions and Vacation Credits on tour and travel product sales. When a booking is made, money changes hand from the traveler to the travel provider. In most cases, the actual commission will not be paid until the travel product is used, which may be months later. So it is important to understand that an IR will be paid when IWV is paid and when travel is completed. Please note: there are situations where IWV is paid its commission before the actual travel date, however the IR will not be paid until the 20th of the month following completion of travel.

2. APPLICATION FOR ENROLLMENT

A. You may apply for enrollment in the INTERNATIONAL WORLD OF VACATIONS IR and/or SCA System by submitting a completed enrollment application at www.iwvnet.com/join or by calling IWV at 1-866-498-6388. You AGREE TO BE BOUND BY THE LEGAL NOTICES, CONDITIONS OF USE, PRIVACY POLICY, CODE OF ETHICS and all disclaimers and terms and conditions that appear in this document and on the IWV website.

From time to time, at its sole discretion, IWV may amend these Terms and Conditions by posting the amendments on the IWV Company website, www.iwvnet.com. All amendments shall automatically be effective upon the effective date specified in the posting or, if no effective date is specified, thirty (30) calendar days after they are posted on www.iwvnet.com.

B. In order to be confirmed as an active IR, you must: (a) pay the one-time Sign-up Fee currently set at $99.00 (subject to change); (b) accept the Terms and Conditions.

C. If you submitted your enrollment application and/or paid your IR and SCA fees to an IWV authorized reseller, then your IR or SCA status will be subject to IWV’s receipt of your completed enrollment application and IR or SCA fees from such IWV authorized reseller. If IWV does not receive either your completed enrollment application or your IR or SCA fees from the authorized reseller, or its finance company, IWV shall have no obligation to enroll you in the System or activate your IR or SCA status. You agree to release IWV from any claim related to your enrollment application or payment of your IR and SCA Fees to an IWV authorized reseller.

D. For questions regarding your IR or SCA status, you may contact IWV at www.myiwvnet.com/live/contactus.aspx or by visiting www.iwvnet.com and looking through our FAQs to answer your questions.

E. Additional IR and SCA classifications and requirements for such classifications may be created and revised by IWV from time to time at IWV’s sole discretion.

F. IWV permits any IR or SCA who is an owner or manager of a corporation to hold a Corporate IR or SCA. In order to obtain a Corporate IR or SCA, you must be an active IR or SCA and the corporation must have a valid Federal Tax Identification Number. Corporate IRs and SCAs must be employed by such corporation or have an ongoing business affiliation with the corporation.

3. IR AND SCA DUTIES AND OPPORTUNITIES

A. As an IR or SCA, you shall: (a) support the home-based opportunity, the travel industry, and IWV by promoting, generating and creating travel sales for the duration of your IR or SCA status; (b) act according to the professional standards of the travel and tourism industry and IWV; and (c) comply with these Terms and Conditions and the guidelines contained in the System materials provided by IWV and available on www.iwvnet.com. These may be amended from time to time by IWV at its sole discretion. You acknowledge and understand that IWV has provided the Agency Booking Code/IATA/ARC/CLIA number for the sole purpose of booking travel with our Travel Suppliers/Providers/Vendors. The Code is to be provided to them in order for commission to be paid directly to IWV. IRs or SCAs may not use the Code for the purpose of booking travel in which the Travel Supplier/Provider/Vendor deducts any payment of commission due and payable to IWV and thus providing the IR or SCA with a rate net of commission. Any deviation from this policy will result in your being placed under a probationary status and may result in termination of IR or SCA privileges, Your failure to comply with these Terms and Conditions and/or the Guidelines may subject you to immediate cancellation of your IR or SCA status and possible forfeiture of any and all Commissions, Vacation Credits and Team Overrides payable to you.

B.Servicing Clients. IWV will consider all clients brought to IWV by you mutual clients. If you fail to promptly and/or courteously service these clients or should your clients contact IWV to issue a complaint about your service, IWV may elect to take whatever actions it deems necessary to correct the situation, including taking possession of any bookings currently outstanding. If IWV is required to disburse funds to correct a problem with your client, you agree to immediately reimburse IWV for all amounts disbursed by IWV.

C. As an IR or SCA, you may be eligible for special exclusive travel opportunities at prices negotiated exclusively for IWV, as well as certain travel industry and non-travel industry perks and benefits that may be offered by IWV from time to time. At its sole discretion, IWV may determine eligibility for such opportunities perks and benefits. Benefits offered by travel and tourism suppliers and others in the travel and tourism industry are discretionary privileges. As a condition of your continued IR or SCA status in the System, IWV may, at its sole discretion, restrict and/or prohibit the type of contact you may have with selected suppliers and/or groups of suppliers in the travel and tourism industry.

D. IR or SCA changes to mailing address, e-mail address, telephone, and fax number must promptly be sent to IWV by updating your user profile on the IWV website. Notification of lost or stolen usernames and login numbers must promptly be sent to IWV, by completing the Support Request Form (under Contact Us) on the IWV website).

E. IR and SCA name changes must be made by mailing a request, including the supporting legal documentation, signature, date, and member account number to: IWV, 333 Pembroke Drive, Venice, FL 34293. Due to legal requirements, this must be done by mail, UPS or FedEx and NOT electronically.

F. In addition to the core System offered by IWV, additional products such as promotional items, printed materials and services are available. As an IR or SCA you are eligible to purchase these additional products and services. The fees for these products and services will be debited to your ACH account by the suppliers.

G. Quality Standards and Rules for Marketing and Selling IWV Products and Services. Any business cards, letterheads or any other marketing materials such as flyers and mailing pieces prepared by an IR or SCA outside of the pre-approved materials available to order on-line in the www.iwvnet.com Resource Center must be reviewed and approved in advance, in writing, by IWV.

H. Upon confirmation of an IR as a member in the IWV System offers an incentive designated as a “FAST START BONUS.” If the IR makes two of any travel bookings in the first thirty (30) days after sign¬up, and recruit any two (2) individuals into the IWV program also in the first 30-days of joining IWV, we will give you additional $100 in bonus Vacations Credits redeemable after 90-days providing the one time signup fee is paid in full.

I. An additional “Fast Start Bonus” will be put into the IR’s Vacation Credit Bank Account and can be used once the IR, is deemed by the Company to be in good standing and is current on all fees for at least 90 days and redeemable after 90-days providing the one time signup fee is paid in full.

4. COMMISSIONS AND SERVICE FEES PAYABLE TO YOU

IWV uses a FIRST ACH account and intends to process all payments to you electronically. IRs or SCAs are paid by the 20th of each month, unless circumstances arise beyond IWV’s control. Commissions and Fees are paid in the month following completion of travel, provided that IWV Commission is received from supplier. All bookings must be entered into the IWV booking engine or other system provided by IWV in a timely manner. Any entry past six months of completion of travel will not be paid or a research fee will be charged. It is IR's sole responsibility to review all payment and productivity reports sent by IWV. Any discrepancy in any IWV provided payment or report must be reported within 60 days of receipt of said report.

A. IWV’s current Two-Step IR compensation program is listed below. This program may be amended by IWV at any time, in its sole discretion, by posting the amendments on the company website, www.iwvnet.com.

STEP ONE:

IR and SCA Commission:	Base of 70% of IWV Commission*
	Up to 80% or more including Vacation Credits, Bonuses, and overrides.
NOTE: The various commissions, bonuses and Vacation Credits will increase your total commission received to over 80%. IRs and SCAs are entitled to share all supplier override commissions and bonuses when applicable. Up-front overrides change frequently and IWV will publish new schedules as necessary. Sometimes suppliers will pay back-end commissions if a certain market share is met.
SCA Commission Override:	5% of IWV Commissions on all IRs in SCA domain
IR Vacation Credits:	10% of IR Commission
SCA Vacation Credits:	10% of SCA Commission and SCA Commission Override
Client Service Fees:	Shared as shown in Service Fee Schedule
Client Service Fees:	50%of Fee collected
IR Super Bonus**:	4-7% + Vacation Credits

STEP TWO:

Team Leader Commission:	5% of the IR commissions + Vacation Credits
Team Leader Bonus**:	2%-5% + Vacation Credits

*Less processing fees, where applicable.
**These are annual Bonuses calculated on Total Annual Sales

B. Team Leaders receive commission on the sales of IRs brought into the IWV System only if and when the individual you recommend is certified as an IR or SCA, they are in good standing and are current on all fees for a minimum of 90 days.

Service Fees

	AIRLINES (Service Fee Only)
	Ticket Booked		Service Fee Collected		Commissions Paid to IR or SCA
	Up to $500		$20.00		$10.00
	$500 to $1000		$25.00		$12.50
	$1000 to $1500		$30.00		$15.00
	$1500 to $2000		$50.00		$25.00
	$2000 and Up		$100.00		$50.00

C. Service Fees are charged on all bookings for products that are non-commissionable and shall be shared with the IR. They are charged to cover the cost of processing any booking made on the IWV website. For competitive reasons, we may not charge the client a processing fee for bookings that are commissionable. IWV will not withhold any taxes from any payments made to you pursuant to these Terms and Conditions. IWV has not, is not and shall not be obligated to make any periodic filings and payments required by the IRS. It is the sole responsibility of the IR or SCA to make any required periodic filings and payments. This applies to any withholding taxes, FICA taxes, federal unemployment taxes and any other federal, state or local taxes, payments or filings required to be paid, made or maintained in connection with any payments made to you by IWV. If an IR or SCA earns $600 or more during the year, IWV will issue a 1099 tax statement at year-end unless the IR or SCA operates a corporation. It is an IR’s and SCA’s responsibility to submit the 1099 verification form to IWV no later than December 15 of the current year.

D. If you are, or if you place an order on behalf of, a resident and/or citizen of a country other than the USA, you acknowledge that applicable laws, regulations, taxes, and tariffs, as well as factors including, but not limited to, costs and charges associated with foreign shipping and handling, exchange rate fluctuations, and points of origin/destination, may reduce or eliminate benefits of doing business as an IR or SCA with IWV that would otherwise be available to a resident and citizen of the USA.

5. PAYMENT OF AMOUNTS YOU OWE TO IWV

A. All money owed to IWV will be collected through an ACH transaction debiting the account provided by an IR or SCA when joining IWV.

B. If IWV is unable to collect the full amount of any payment, IWV reserves the right to terminate or suspend your IR or SCA status. You will receive an e-mail notification of the amount rejected by ACH and the total due including a service charge of $35.00. This must be paid according to the instructions in the e-mail and within 7 days of the date of the e-mail. Upon receipt of the total amount due, IWV will reactivate your IR or SCA status.

C. The following items are the responsibility of the IR or SCA:

	Accounts Receivable: It is the IR's sole responsibility to collect from clients who have been extended credit. If money cannot be collected, then IR must pay the bill personally. Payment must be collected and paid to IWV within seven (7) days of the extension of credit. IR will not receive credit for the sale until payment is collected and will receive no credit for the sale if payment is not made within 30 days.
	Debit Memos: If debit memos are received that pertain to an IR booking, IWV's bookkeeping department will provide a copy of the debit memo to the IR. It is the IR’s responsibility to contact the supplier to correct the discrepancy that generated the debit memo within 7 days of notification. The IR is responsible for payment to IWV of any debit memo 30 days after receipt.
	Commission Receivable: In the event that IWV is unable to collect outstanding commissions due from a supplier through normal channels, it is the IR's responsibility to collect the commission.
	Credit Card Transaction Liability: If IR's client pays by a credit card, the IR is responsible for all cardholder signatures. The IR is responsible for all disputed, declined or fraudulent charges within 30 days of knowledge./

D. Collections of Monthly License Fees by Third Party Agencies. IWV reserves the right at any time during the Membership contract involving the IWV Business Opportunity to sell or assign any payments due from you to IWV to a third party for collection. These payments include, but are not limited to, Monthly License Fees, product and/or service fees as well as any other fees.

E. Automatic Renewal. As an IR member of the IWV Business Opportunity, you authorize IWV to collect payment of your Monthly License Fee of $39.00 for a minimum of a one-year period from your Anniversary Date. Unless otherwise stated on the program, product or service offering, all products and services are renewed automatically on your Anniversary Date and as a condition of joining, you authorize IWV to continue collecting payment of your Monthly License Fee for another one-year period in the event you do not cancel by the eleventh (11th) month of you Anniversary Date.

6. ERRORS AND OMMISSIONS INSURANCE

As an Independent Agent (IR) or Support Center Administrator (SCA) with IWV, you may be required by law to carry individual Errors and Omissions Insurance. This coverage is likely required if you collect any funds for travel sales or if you book any travel direct with a travel supplier/vendor rather than booking travel through IWV’s Call Center, through your individual website or through www.iwvnet.com. If you purchase this insurance, you agree to promptly supply IWV with a copy of your Error and Omissions Insurance coverage upon its issuance and upon each subsequent renewal. IWV highly recommends that you purchase this insurance. IWV will not be responsible for any errors made by you and reserves the right to pursue any and all means necessary to obtain reimbursement for financial liability as a result of your actions, errors, omissions, negligence or willful acts.

7. TERMINATION, CANCELLATION OR EXPIRATION OF YOUR IR OR SCA STATUS

A. In the event that you fail to comply with any of these Terms and Conditions or the Guidelines, IWV may immediately terminate your IR or SCA active status. If your IR or SCA status is terminated by IWV for any reason, you will not be entitled to any refund of payments or IR or SCA Fees. In the case where a third party reseller enrolled you and collected your IR and SCA Fees, you agree that all refunds shall be paid to you from such third party reseller, if deemed applicable by IWV.

B. As an IR, if you elect not to renew your IR membership for another year, you must notify IWV at least thirty (30) days prior to the expiration of your Membership (Anniversary Date) in one of the following ways: 1) by telephone during normal business hours at (614) 839-8244; or 2) in writing to: International World of Vacations, Attn: Privacy Manager, 333 Pembroke Drive, Venice, FL 34293. For any amount you owe IWV beyond your termination (Anniversary Date), IWV reserves the right to charge your ACH account. This includes: (a) assess and process late fees and penalties for past due balances to the maximum extent allowed by law; and (b) offset the balance due plus any late fees and penalties against any type of Commissions or Team Overrides payable to you.

C. As an SCA, if you or IWV elect not to renew your SCA by providing written notification of the same at least thirty (30) days prior to the expiration of your SCA status, your SCA status will be automatically renewed on an annual basis, subject to payment and collection.

D. Upon termination, cancellation or expiration of your IR or SCA status, you must immediately return to Prime Digital: (a) all materials bearing any of the IWV Marks; and (b) all identification credentials issued to you as an IR or SCA and/or on behalf of IWV. Upon termination of your IR and SCA, you waive all rights to any additional or unpaid Commissions, Vacation Credits and/or Team Overrides.

E. Effect of Termination on Compensation. In the event of the termination of this Agreement prior to the completion of its one-year term, an IR or SCA shall be entitled to the compensation earned by him/her prior to the date of termination as provided for in this agreement computed up to and including that date, providing the Monthly License Fee is paid in full for a one-year period (Term). The IR or SCA shall be entitled to no further compensation as of the date of termination, except that which was booked and earned prior to termination. IWV reserves the right to hold back final payments of commissions for up to 6 months against future debit memos and/or charge backs.

F. Uncollectable Funds. As a condition of becoming a IR or SCA agrees to the following: In the event IWV cannot collect the funds to include the one-time signup fee in full at $99 , and the $39.99 monthly fee for the remaining year (set annually) as outlined herein; IWV shall turn this entire amount to collection service and IR or SCA also agrees to pay any and all applicable collection fees in relationship to any “Uncollectable Funds.”

8. VACATION CREDITS - CONDITIONS OF USE

A. IWV’s Vacation Credit Bonus Program has been established as a bonus for active IRs and SCAs only. To use them you must be an active IR or SCA in good standing, have paid the one-time Sign Up fee and be current on all other fees. Vacation Credits will accumulate, but are not be redeemable until 90 days from the time you become an IR or SCA providing your entire one-time signup fee at $99 is paid in full. The intent of the program is to allow IRs and SCAs to familiarize themselves with IWV vacation products and destinations.

B. How IWV Vacation Credits are earned is outlined in the “Commissions Payable to You.” Your Vacation Credits are held in a non-interest bearing Vacation Credit Bank Account until you are ready to travel. Statements of IR and SCA Vacation Credit accounts will be available on-line and will show all activity, including total Vacation Credits, any transfers, and the amount available for use.

C. To pay for your travel with Vacation Credits, enter the booking details in the booking engine and show the Form of Payment to be Vacation Credits. You must also show the credit card to be charged for any costs not covered by Vacation Credits. This booking will be processed by our fulfillment center. If the vendor requires an application form to be filled out and the signature of a company official, please fax it to: 928 268-9726 for processing. IWV Vacation Credits may only be used for travel with an IWV approved air or vacation provider and to pay any applicable processing and delivery fees. Vacation Credits may not be used for unlawful activities or in violation of any local, state or federal laws. The authorized IR or SCA must obtain approval for and process all Vacation Credit bookings through the IWV booking engine. Vacation Credits will be withdrawn from the respective IR’s or SCA’s own IWV Vacation Credit Bank Account. Vacation Credits may be transferred to another IR or SCA who must also be in good standing (active) with IWV and current on all fees. IRs and SCAs agree not to misuse IWV’s Vacation Credit privileges by conduct that is detrimental to IWV. This includes, without limitation: (a) attempting to accrue IWV Vacation Credits or spend IWV Vacation Credits in a manner inconsistent with the terms, conditions and guidelines of IWV or the intent of these Terms and Conditions; (b) having multiple accounts; (c) making purchases on the behalf of other IRs or SCAs; (d) participating in purchasing or redemption fraud; or (e) using any robot, spider, other automatic device or manual process to transact with or monitor the IWV Vacation Credit Bonus.

D. IRs and SCAs agree to comply with all Terms and Conditions herein and with the requirements of partner offers and promotions at all times. IR or SCA agrees to provide only accurate and true information to IWV at all times.

E. IWV is not responsible for products and services offered by participating suppliers in the Vacation Credit Bonus Program. IWV may, in its discretion, change the Vacation Credit program rules, regulations, and special offers at any time with or without notice.

F. Vacation Credits have no cash value; they cannot be redeemed for cash outside of what is outlined below under “VACATION BANK ACCOUNT, Transferability and Taxation of IWV Vacation Credits.” Since Vacation Credits are held in a non-interest bearing IWV Vacation Credit Bank Account, they are not subject to income taxation until they are redeemed. IRs or SCAs accepting the Vacation Credits will be solely responsible for the taxes pertaining to those Vacation Credits.

G. IWV Vacation Credits will only be issued by IWV for their original value, which is equivalent to $1 (one) USD per 1 (one) Vacation Credit. Vacation Credits will be credited by the 20th of each month when IR commission is paid. IWV reserves the right to refuse to record or honor Vacation Credits in an IR’s or SCA’s account, if IWV cannot obtain adequate confirmation that they were properly issued or obtained. Since Vacation Credits are bonuses on commissions received, IWV may recall Vacation Credits if commissions are recalled from IWV by the vendor and not covered by cancellation insurance.

9. VACATION CREDIT BANK ACCOUNT

Vacation Credits have no cash value and cannot be redeemed for cash, except in the following situations outlined below.

A. If death occurs to an IR or SCA, Vacation Credits may be redeemed for cash by their estate, with proper legal documentation. The cash value will be the equivalent of $1 (one) USD per 1 (one) Vacation Credit.

B. If an IR or SCA suffers a debilitating injury that makes them unable to work, their legal representative may redeem their Vacation Credits for cash, with proper legal documentation, at the equivalent of $1 (one) USD per 1 (one) Vacation Credit.

C. All fees must be current at the time of mishap.

D. These exceptions must be proven by sending the request for redemption and the appropriate legal documentation and IR Number to: IWV, 333 Pembroke Drive, Venice, FL 34293.

10. PROMOTIONAL MATERIALS, SUPPORT AND LICENSE TO USE IWV’S MARKS

A. Based on your IR or SCA classification, IWV may: (a) provide you with certain promotional materials (“Promotional Materials”); (b) provide you support services, including but not limited to, customized press releases, customized television and radio ads, print ads, and marketing support to aid in your efforts to market our home-based System and travel services (collectively, “Support”); and (c) license certain of its trademarks, both registered and unregistered (collectively, the “IWV Marks”) for your limited use in your support of the travel industry by promoting, generating, recruiting, and creating travel sales. Your right to use the Promotional Materials, support and the IWV Marks is conditioned on your compliance with the license restrictions set forth below and on your identification of your status on all written correspondence and in all verbal communications as an IR or SCA of IWV.

B. Subject to the conditions set forth in these Terms and Conditions, IWV grants you a worldwide, personal, nonexclusive, non-assignable, nontransferable limited license to use the IWV Marks solely in connection with your IR and SCA in the System and solely for purposes of promoting the System of our business opportunity, and promoting and selling travel products and services through IWV. IWV retains all right, title, and interest in the IWV Marks, other than the limited license rights granted in the preceding sentence.

C. You agree when creating marketing materials using IWV Marks that you will submit a copy of such marketing materials to IWV for approval prior to distribution of said materials. Additionally, upon IWV’s request, you will provide information to IWV sufficient to identify all your uses of IWV’s Marks, whether in tangible or electronic form, and will provide IWV with suitable specimens of your use of the IWV Marks. You may not alter the IWV Marks in any way, including, but not limited to, skewing, changing the color, rotating, separating logo elements, or changing typefaces. IWV may review your use of the IWV Marks and periodically evaluate your compliance with IWV’s quality standards for its licensees. If your use of the IWV Marks is not acceptable, you agree to remedy such deficiencies immediately as IWV may direct.

D. Quotes from other IRs or SCAs and your participation and/or photographs in or from IWV activities and training, including but not limited to, teleconferences, seminars, promotions, and conventions, may only be incorporated in marketing materials authorized by IWV in advance in writing. You understand and acknowledge that IWV retains all rights, title, and interest in and to the Promotional Materials and all documentation or information IWV may provide to you in connection with your being an IR or SCA.

E. In compliance with federal, state, county and local laws, IWV maintains and updates the National Do Not Call Registry in IWV’s system. You agree to abide by the procedures set forth in the System Materials with regards to contact of prospective clients. Further, you agree that you will not contact any individual without first consulting and complying with IWV Rules and Regulations defining IWV’s policy on contact with the public.

F. The Senate and House of Representatives of the United States of America in Congress assembled have implemented an Act known as the ‘‘CANSPAM Act of 2003’’. The purpose of this Act is to provide recipients means of protection against unsolicited commercial electronic mail. The receipt of unsolicited commercial electronic mail may result in costs to recipients who cannot refuse to accept such mail and who incur costs for the storage of such mail, or for the time spent accessing, reviewing, and discarding such mail, or for both. Pursuant to the “CAN-SPAM Act of 2003”, when engaging in electronic mail marketing of your or IWV services, you agree that all commercial electronic mail sent by you as an IR or SCA of IWV shall include: (a) a full physical address of IWV; (b) a valid telephone contact number for yourself or IWV; (c) a valid return email address so that the recipient can easily communicate with you; and (d) a header or subject line that is not false or misleading in any way. In addition, you acknowledge and agree that any request to remove the recipient’s email address must be honored within ten (10) days of the date you receive the request. Any electronic mail campaign should be submitted to http://www.iwvnet.com/contactus prior to being delivered to any clients for approval by IWV.

11. CONFIDENTIALITY AGREEMENT

The knowledge and experience that an IR or SCA has acquired, or may acquire, while a Member of the System is of a special, unique, and extraordinary character and his/her IR or SCA places him/her in a position of a confidence and trust with the customers, clients, members, subscribers, contacts, investors, accounts, associates and employees of the Company and allows him/her access to Confidential Information (as defined herein), which access he/she would not have but for his/her relationship with IWV.

A. For purposes of these Terms and Conditions, the term “Confidential Information” shall mean all of the following materials and information which an IR or SCA receives, conceives or develops or has received, conceived or developed, in whole or in part, in connection with his or her role as an IR or SCA with IWV: (a) the contents of the Guidelines, www.iwvnet.com, any manuals or other written materials of IWV or any of its subsidiaries or affiliates; (b) the names and information relating to customers and members, and prospective customers and members, of IWV and/or persons, firms, corporations or other entities with whom the IR or SCA has contact with on behalf of IWV or to whom any other IR or SCA of IWV has provided goods or services at any time; (c) the terms of various agreements between IWV and any third parties, including without limitation, the terms of customer agreements, supplier agreements, and the like; (d) any data or database, lists, or other information compiled by IWV, including, but not limited to, customer lists, customer information, information concerning IWV, or any business in which IWV is engaged or contemplates becoming engaged, any company that IWV engages in business, any customer, prospective customer or other person, firm or corporation to whom or which IWV has provided goods or services or to whom or which any IR or SCA of IWV has provided goods or services on behalf of IWV, or any compilation, analysis, evaluation or report concerning or deriving from any data or database, or any other information; (e) all policies, procedures, strategies and techniques regarding the services performed by IWV, products offered by IWV, training, marketing and sales of IWV, either oral or written, and assorted lists containing information pertaining to customers and prospective customers; and (f) any other information, data, know-how or knowledge of a confidential or proprietary nature observed, received, conceived or developed by an IR or SCA.

B. Proprietary Information: While associated with IWV as an IR or SCA you have access to extremely confidential, proprietary information such as special pricing/commission programs from our vendors, agent website information, marketing programs and business strategies and is unique to IWV. These programs are for your use in furthering your travel business while affiliated with IWV. Under NO circumstances can this information be shared with any travel provider (supplier or agency) or outside entity without written consent from AN IWV BOARD MEMBER ONLY. IR agrees to cease the use of said numbers and programs upon termination of IWV affiliation and agrees to not represent him/her self as an IR of IWV. You shall comply with all applicable policies, procedures and practices that IWV may establish from time to time with regard to the treatment of the Confidential Information.

12. YOUR WARRANTIES AND INDEMNITY

A. You warrant and represent that: (a) you will abide by all federal, state, county and local laws, rules and regulations pertaining to performance of your duties as an IR or SCA; (b) you have obtained, or will obtain prior to engaging in any activities as an IR or SCA, any business or other permits required by law or public authority relating to the operation as an IWV IR or SCA; (c) all information provided as part of your enrollment application to become an IR or SCA is current, complete and correct; (d) you are at least eighteen (18) years of age; (e) you will notify IWV of any change of information (including credit card information) as soon as practicable after such change and (f) you have not become an IR or SCA solely to obtain benefits that may be offered by travel and tourism suppliers to the travel agency community or to IWV IRs or SCAs.

B. IWV will not be liable to you for any expenses incurred by you in performing your duties as an IR or SCA. You agree that you have no authority to legally bind IWV to any agreements or contracts without express written consent.

C. You shall indemnify and hold IWV and IWV’s employees, contractors, officers, directors, shareholders, IR or SCA s and/or affiliates (collectively, the “IWV Group”) harmless from and against any and all claims suffered by any of the IWV Group arising out of or in respect of: (a) any violation of law by you; (b) fraud, misrepresentation, willful misconduct or gross negligence on the part of you; (c) any violation of these Terms and Conditions or Guidelines by you; (d) any costs, fees, expenses, liabilities or penalties associated with any withholding taxes, FICA taxes, federal unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained in connection with any payments made to you by IWV; (e) your performance of your duties as an IR or SCA or as a Member of the System; (f) your failure to comply with IWV’s policies relating to the National Do Not Call Registry; or (g) your failure to comply with the “CAN-SPAM Act of 2003”, as may be amended.

13. IWV COLLECTION OF INFORMATION AND PRIVACY OF YOUR INFORMATION

(The following applies to IRs, SCAs and their clients) IWV is committed to protecting your privacy. IWV uses the information it collects about you to process orders and to provide better service. When you make a reservation using IWV’s services, IWV may need to know your name, e-mail address, mailing address, phone number, credit card number, and expiration date. This allows IWV to process and fulfill your order and to notify you of your order status. When you subscribe to IWV’s monthly newsletter, IWV may ask for your name, address, phone number and email address so that it can properly route the information. When you enter a contest or other promotional feature, IWV may ask for your name, address, phone number and e-mail address so it can administer the contest and notify winners. You may elect to unsubscribe to any of IWV’s electronic notification services at any time by notifying IWV in writing. You agree to allow IWV up to thirty (30) business days from the date the notification was received by IWV for the change to take effect in IWV’s system. IWV personalizes your experience online by using your contact with IWV’s websites to shape IWV’s recommendations about IWV content that might be of interest to you. IWV also monitors customer traffic patterns and website usage to help it develop the design and layout of the site. IWV may also use the information it collects to occasionally notify you about important changes to its services, new services and special offers. At times IWV may choose to sell, trade, or rent your personal information to others and you may receive advertisements and/or promotional offers from those parties. If you would rather not receive information from IWV or do not want IWV to disclose your information to unrelated third parties, please notify IWV at www.myiwvnet.com/live/contactus.aspx or in writing to IWV. You agree to allow IWV up to thirty (30) days for the change to take effect in IWV’s system. The change will not have been deemed to take effect until you receive a written confirmation of the change from IWV. For more information on IWV’s Privacy Policy go the IWV Web site under Corporate Governance link.

14. DISCLAIMER OF WARRANTY

In the event that any travel product or service provided by a third party supplier is unsatisfactory to you, you will look solely to the provider of the product or service for rectification. All warranties, expressed or implied, related to travel products provided by a third party supplier is the responsibility of the third party supplier and not IWV or its contractors. IWV DOES NOT MAKE ANY REPRESENTATIONS AS TO THE QUANTITY OR QUALITY OF SPECIAL TRAVEL OPPORTUNITIES, DISCOUNTS OR OTHER BENEFITS THAT MAY BE OFFERED BY IWV. YOU UNDERSTAND AND AGREE THAT, AS PART OF THE OVERALL PRICE PAID FOR YOUR IR AND SCA, IWV PROVIDES THE IWV MARKS, PROMOTIONAL MATERIALS, SUPPORT AND THE SYSTEM “AS-IS” AND WITHOUT WARRANTY OF ANY KIND OTHER THAN AS EXPRESSED AND SET FORTH IN THESE TERMS AND CONDITIONS. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED BY IWV, THE IWV MARKS, PROMOTIONAL MATERIALS, SUPPORT AND THE SYSTEM, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, BY IWV, ITS IR OR SCA S, REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS.

15. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS AND CONDITIONS, IN NO EVENT WILL IWV OR ITS AFFILIATES, PRINCIPALS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, IR OR SCA S, REPRESENTATIVES, CONTRACTORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST DATA, DELAYS, LOST PROFITS, LOSS OF REVENUE OR ANY OTHER ECONOMIC LOSS, COST OR EXPENSE ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL IWV BE LIABLE FOR ANY TYPE OF LOSS TO YOU CAUSED BY AN EVENT BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO, GOVERNMENT RESTRICTIONS, NATURAL DISASTERS, TERRORIST ACTS, WARS, RIOTS, STRIKES, AND OTHER ACTS OF GOD. IN NO EVENT WILL IWVS TOTAL AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEED THE LESSER OF IWV’S REVENUES RECEIVED DIRECTLY FROM YOU UNDER THESE TERMS AND CONDITIONS IN THE SIX (6) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES OR FIVE HUNDRED DOLLARS ($500) USD. IN NO EVENT WILL YOU BRING ANY ACTION AGAINST IWV MORE THAN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ARISES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

16. MISCELLANEOUS

A. You are an Independent Contractor of IWV. These Terms and Conditions do not constitute the sale of a franchise or distributorship to you and are intended to create an independent contractor relationship between you and IWV, and shall be interpreted to effectuate such intent. Nothing contained in these Terms and Conditions shall be construed to create a joint venture, partnership, association, or other affiliation or like relationship between you and IWV. You shall be solely responsible for determining the means and methods for performing your duties. You shall not represent that you are an employee or affiliate of IWV, and shall at all times represent yourself as an independent contractor of IWV. You shall not under any circumstances be deemed to be an employee or affiliate of IWV for any purposes, including federal tax purposes.

B. All Disputes shall be settled by Arbitration. In the event of a dispute between you and IWV, you and IWV agree that a prompt and fair resolution, without the time and expense of formal court proceedings, would be in both parties’ mutual interests. All disputes shall be submitted to final and binding arbitration to be conducted in Hamilton County, Ohio, or a location closest to Hamilton County, Ohio, if no such location for the chosen arbitration body exists there. MANDATORY ARBITRATION REPLACES THE RIGHT OF EITHER PARTY TO GO TO COURT AND DEMAND A JURY TRIAL. The party filing the arbitration must choose one of the following three arbitration firms and follow its rules and procedures for initiating and pursuing arbitration: American Arbitration Association, 335 Madison Avenue, Floor 10, New York, NY 10017-4605 (phone: 800-778-7879) (http://www.adr.org; National Arbitration Forum, P.O. Box 501, Minneapolis, MN 55405-01 (phone: 800-474-2371) (http://www.arb-forum.com); JAMS, 1920 Main Street, Suite 300, Irvine, CA 92614 (phone: 949-224-1810) (http://www.jamsadr.com) In the event that the selected firm cannot administer the arbitration, the party filing the arbitration will select another of the firms. Each party will bear its own expenses, and the parties will share equally the filing and other fees of the arbitration firm and the expenses of the arbitrator, except that the arbitrator will be entitled to award a different allocation of costs and fees where the arbitrator determines that a filed claim is frivolous. The arbitrator will not have the power to award punitive damages or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Any award in arbitration initiated under this clause will be limited to monetary damages and will include no injunction or direction to any party other than the direction to pay a monetary amount, except as required by statute or to comply with the terms of the contract. Any award rendered by the arbitrator will be final and binding upon each of the parties, and judgment thereon may be entered in any court having jurisdiction thereof. The Federal Arbitration Act will govern the interpretation and enforcement of this section. During the time of such arbitration and until final judgment thereon has been entered, these Terms and Conditions will remain in full force and effect unless otherwise terminated as provided hereunder. If a provision of this clause is held to be invalid, the remainder of the clause will remain in full force and effect, and, to this end, the provisions of this clause are severable.

C. Waiver. The waiver by any party of a breach of any provision of these Terms and Conditions shall not operate as a waiver of a breach of any other provision of these Terms and Conditions by any party.

D. Credit Reports. You authorize IWV and its finance company to report IWV’s and its partners or affiliates credit experience with you to others solely for: (a) periodic review of your independent contractor booking activity; and (b) collection purposes.

E. Call Monitoring and Recording. You understand that IWV may monitor, tape and/or record any conversation that may occur between us. However, IWV is not obligated to do so and it may choose not to do so.

F. Notices. All notices, requests, consents, and other communications required or permitted pursuant to these Terms and Conditions shall be in writing, including electronic transmission, and shall be, as elected by the person giving such notice, hand delivered by messenger or courier service, or mailed via regular mail, postage prepaid, and addressed to IWV at its principal offices as set forth on www.iwvnet.com, and if to you, to the most recent address on record with IWV. Each such communication shall be deemed delivered on the date delivered if by personal delivery, messenger or courier service, or five (5) days from the postmark on such communication.

G. Assignment of Rights and Obligations Under these Terms and Conditions. IWV may assign its rights and obligations pursuant to these Terms and Conditions without prior notice. You may not assign your IR and SCA, your duties as an IWV IR or SCA, or your rights or obligations pursuant to these Terms and Conditions.

H. Severability. If any term, condition or provision of these Terms and Conditions or the application thereof to any party or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of these Terms and Conditions shall not be affected thereby. In each other term, condition and provision of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by law.

I. Certain Provisions Survive Termination, Cancellation or Expiration of Your IR and SCA. All covenants, agreements, representations and warranties made in these Terms and Conditions shall survive the termination, cancellation or expiration of your IR and SCA.

J. The Headings are for Convenience of Reference Only. The headings contained in these Terms and Conditions are for convenience of reference only, are not to be considered a part of these Terms and Conditions and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms and Conditions.

K. Ohio Law Governs These Terms and Conditions. These Terms and Conditions and all transactions contemplated by these Terms and Conditions shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Ohio, without regard to principles of conflicts of laws.

L. These Terms and Conditions are Our Entire Agreement. These Terms and Conditions, subject to amendment from time to time, represent the entire understanding and agreement between you and IWV with respect to the subject matter of the same, and supersede all other negotiations, understandings and representations (if any) made by and between you and IWV. These Terms and Conditions shall not be construed more strongly against IWV despite IWV’s responsibility for its preparation. ANTI-SPAM IWV requires its IRs or SCAs to comply with our no-tolerance anti-Spam policy. IWV IRs or SCAs agree and accept that if IWV believes that an IR or SCA is transmitting any duplicative or unsolicited email messages without the recipient's prior request or consent, that IWV has the right to disable his/her IR or SCA website, and can do so with no further notice. All reports and complaints will be investigated and dealt with swiftly.

17. CODE OF ETHICS VIOLATIONS

I hereby specifically authorize IWV to advise other members of the Industry when I have violated any travel industry rules or engaged in any illegal activity. I understand this information may be disseminated to other Travel Industry members in writing or verbally and consent to either communication.

These Terms and Conditions, the IWV Business Opportunity Program and pricing are subject to change without notice.

 

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