DOTDOTSMILE INDEPENDENT MERCHANDISER PROGRAM AGREEMENT

Transcription

1 DOTDOTSMILE INDEPENDENT MERCHANDISER PROGRAM AGREEMENT This DotDotSmile Independent Merchandiser Application and Agreement ( Agreement ) effective as of the date heretofore agreed ( Effective Date ) is made by and between the person agreeing to be so bound ( Independent Merchandiser ) and DotDotSmile, LLC ( DDS ), a California limited liability company, ( DDS, and together with Independent Merchandiser, the Parties, and each, a Party ). WHEREAS, DDS is in the business of producing and selling various clothing and fashion items ( the Goods ); and WHEREAS, Independent Merchandiser is in the business of marketing and reselling Goods, and Independent Merchandiser desires to purchase the Goods from DDS and resell the Goods to third-party customers, subject to the terms and conditions of this Agreement; and WHEREAS, DDS desires to sell the Goods to Independent Merchandiser and appoint Independent Merchandiser as a non-exclusive Independent Merchandiser under the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. RELATIONSHIP OF THE PARTIES. 1.1 Independent Contractor. Independent Merchandiser shall be an independent contractor and not an employee, franchisee, representative, agent, joint venturer or partner of DDS. This Agreement shall not create an employer-employee relationship and shall not constitute a hiring of such nature by any party. Independent Merchandiser is not authorized to, and shall not obligate DDS in any way legally or financially. Independent Merchandiser shall not hold herself or himself out as, or do business under any that name that could lead a third party to understand Independent Merchandiser to be, an officer, employee, representative, agent, joint venture, or partner of DDS. 1.2 INDEPENDENT MERCHANDISER UNDERSTANDS THAT SHE/HE SHALL NOT BE TREATED AS AN EMPLOYEE OF DDS FOR ANY PURPOSE, INCLUDING FEDERAL/STATE TAX AND INSURANCE. Independent Merchandiser shall be responsible for and pay Independent Merchandiser's own self-employment taxes, estimated tax liabilities, business equipment or personal property taxes and other similar obligations, whether federal, state or local. DDS shall not pay or withhold any FICA, SDI, federal or

2 state income tax or unemployment insurance or tax or any other amounts because the relationship of the parties hereto is not that of employer-employee, but that of independent contractor. Independent Merchandiser shall be solely responsible for the payment of all taxes, withholdings and other amounts due in regard to Independent Merchandiser s own employees, if any. DDS shall not provide insurance covering Independent Merchandiser, including but not limited to workers compensation or liability, such that Independent Merchandiser will be responsible for obtaining any insurance for which she/he needs coverage. 1.3 Expenses. Unless expressly agreed in writing otherwise, DDS shall not provide any travel, equipment, sales materials, or services or other items for the benefit of Independent Merchandiser. Independent Merchandiser shall, at its own expense, provide and make arrangement for all travel, equipment, sales materials, services, and other items necessary to perform its duties hereunder. Independent Merchandiser shall be responsible for payment of its own expenses, including, but not limited to those items specifically set forth above Replicated Site/Back Office Expense. The replicated site and back office provided for Independent Merchandiser will be subject to an annual cost for development and maintenance. Said cost, in an amount set forth in the Compensation Package as updated from time to time, will be the responsibility of the Independent Merchandiser and collected at the commencement of this Agreement and each renewal, if any. 2. POLICIES AND PROCEDURES Independent Merchandiser acknowledges that she/he has read and agrees to comply with the DDS Policies and Procedures and the DDS Independent Merchandiser Compensation Package, both of which are incorporated into and made a part of this Agreement. If Independent Merchandiser has not yet reviewed the Policies and Procedures or Independent Merchandiser Compensation Package at the time that this Agreement is entered into, Independent Merchandiser understands that they are posted at and are also included in Independent Merchandiser s first order and made available upon request by Independent Merchandiser to DDS. Independent Merchandiser agrees that she/he will review the Policies and Procedures and Independent Merchandiser Compensation Package within five days of the effective date of this Agreement. If Independent Merchandiser does not agree to the Policies and Procedures and/or Independent Merchandiser Compensation Package, Independent Merchandiser s sole recourse is to notify DDS and cancel the Agreement within such time period. Failure to cancel constitutes Independent Merchandiser s agreement to the Policies and Procedures and Independent Merchandiser Compensation Package Structure.

3 3. NO REPRESENTATIONS OF POTENTIAL INCOME Independent Merchandiser acknowledges that DDS does not represent that Independent Merchandiser can earn any amount hereunder, whether or not in excess of any initial payment made by Independent Merchandiser, or that there is a market for the Goods. DDS does not maintain or enforce exclusive sales areas or territories for the benefit of Independent Merchandiser. Further, Independent Merchandiser agrees that she/he will not make claims or representations of income derived from the commission structure or incentive bonuses of DDS and that any examples given to third parties will be used only to explain the program and not as an enticement to enroll Independent Merchandisers or others. DDS shall not pay any compensation for enrolling Independent Merchandisers or others. 4. RESALE PRICES Independent Merchandiser agrees that maintaining the perceived value of DDS products in the marketplace as well as providing as level a playing field as possible is beneficial for all Independent Merchandisers. DDS has established its suggested retail prices to maintain the value of DDS products in the marketplace as well as to provide the opportunity for healthy retail profits for all Independent Merchandisers. Selling DDS products at less than the suggested retail prices does damage to both goals. While Independent Merchandiser may sell DDS products at any price she/he chooses, in order to protect the value of the DDS brand and to protect the retail opportunity for all Independent Merchandisers, the Company encourages all Independent Merchandisers to adhere to the pricing structure that it has established. Further, where advertising by Independent Merchandisers is permitted (see Policies and Procedures), Independent Merchandiser agrees that she/he will not advertise DDS products at prices less than the suggested retail prices as established by DDS and published in official DDS materials. 5. COMPENSATION/INCENTIVES SUBJECT TO CHANGE DDS may, at its sole discretion, create, amend, or discontinue certain compensation, bonus, commission or incentive plan or program pertaining to its Product, business, Independent Merchandisers, and others. Independent Merchandiser shall have no vested interest in any such plan or program, provided, however, that DDS may not change the terms or conditions regarding compensation for any Product actually sold to or placed in the possession of Independent Merchandiser. The Policies and Procedures and Independent Merchandiser Compensation Package of DDS may, subject to the terms and conditions of this Agreement, be amended at the sole discretion of DDS. Notification of amendments shall be sent to Independent Merchandiser by and/or posted on DDS s website. Amendments shall become effective generally immediately, but in no event later than 30 days after, notification to Independent Merchandiser, but amended policies shall not apply retroactively to

4 conduct that occurred prior to the effective date of the amendment. Independent Merchandiser s order of Goods from DDS or Independent Merchandiser s acceptance of bonuses or commissions after the effective date of any amendment shall constitute Independent Merchandiser s acceptance of any and all amendments. 6. PROTECTED INFORMATION 6.1 Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, Confidential Information ). Confidential Information shall not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; or (c) rightfully obtained by receiving party on a non-confidential basis from a third party. The receiving party shall not disclose any such Confidential Information to any person or entity, except to the receiving party s employees who have a need to know the Confidential Information for the receiving party to perform its obligations hereunder. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. 6.2 Intellectual Property. DDS is the owner and/or licensor of certain intellectual property, including, without limitation, trademarks, styles, or names, which names may include DotDotSmile, each particular Good, cut, or design (collectively Intellectual Property ). As set forth in more particularity in the Policies and Procedures incorporated herein, DDS grants a non-exclusive license to Independent Merchandiser to use the Intellectual Property in furtherance of Independent Merchandiser s sales efforts, subject to and governed by the express limitations set forth in the Policies and Procedures as modified from time to time Notwithstanding any of the foregoing, the Independent Merchandiser shall not use the Intellectual Property on any products generated by or for the Independent Merchandiser, nor in any way that may cause a negative impact on DDS or lead any third party to believe that Independent Merchandiser is an officer, employee or agent of DDS The Independent Merchandiser further agrees to comply with any and all statutes and regulations regarding use of the Intellectual Property, including any promulgated by the FTC. 7. TERM AND TERMINATION 7.1 Term. The initial term of this Agreement is one year from the Effective Date ( Initial Term ).

5 7.2 Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew successive one (1) year terms unless either party provides written notice of nonrenewal at least thirty (30) days prior to the end of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). If the Term is renewed for any Renewal Term pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal. If either party provides timely notice of its intent not to renew this Agreement, then this Agreement shall terminate on the expiration of the then-current Term. 7.3 Termination. Notwithstanding anything to the contrary in this Agreement, DDS reserves the right to immediately terminate this Agreement without notice in the event that Independent Merchandiser misrepresents the Goods or DDS, the acts of Independent Merchandiser cause a negative impact on the business or reputation of DDS, or otherwise breaches this Agreement. DDS also reserves the right to terminate this Agreement upon 30 days notice to Independent Merchandiser in the event DDS elects to: (a) cease business operations; (b) dissolve as a business entity; or (c) terminate the distribution of the Goods through third party Independent Merchandisers. 7.4 Any Independent Merchandiser for DDS has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to DDS at its principal business address. 7.5 Effect of Termination. If this Agreement is terminated for any reason, Independent Merchandiser shall no longer be eligible to purchase Products from DDS at wholesale prices or make sales on behalf of DDS. Independent Merchandiser also may no longer use and must return to DDS any Intellectual Property or Confidential Information of DDS. In the event of termination or non-renewal of this Agreement, all rights of Independent Merchandiser, if any, to any bonuses, commissions, or other compensation, whether or not related the productivity or sales activities of any other Independent Merchandiser, or otherwise, shall terminate. 8. NO SOLICITATION Independent Merchandiser shall not, subject to the terms and conditions of this Agreement, directly or indirectly, contact, communicate with, solicit or conduct any business or enter into any transactions or associations of any economic value with any parties identified in, derived from, or obtained by reason of the Confidential Information, or otherwise identified or provided by DDS, without the prior written permission of DDS. Independent Merchandiser shall not derive any economic benefit from any transaction between any parties identified in, derived from, or obtained by reason of the Confidential Information or otherwise identified or provided by DDS and any third party, without the prior written consent of DDS Independent Merchandiser shall not use any third-party intermediaries or other devices to avoid or defeat the foregoing non-circumvention covenants.

6 9. NO THIRD-PARTY RIGHTS Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective successors and assigns, except as set forth herein, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, except as set forth herein, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement, except as set forth herein. 10. ENTIRE AGREEMENT The Agreement constitutes the entire agreement between DDS and Independent Merchandiser pertaining to the subject matter contained in the Agreement and supersedes all prior and contemporaneous agreements, representations and understandings of the parties; provided, however, that this Agreement shall include: (i) The DDS Policies and Procedures, (ii) The DDS Independent Merchandiser Compensation Package,both of which are hereby incorporated herein by reference. To the extent that the terms or conditions of any of the foregoing may conflict with the terms or conditions of this Agreement, the terms and conditions of this Agreement shall control. No waiver of any of the provisions of the Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 11. SEVERABILITY Any provision in this Agreement to the contrary notwithstanding, the obligation of Independent Merchandiser regarding confidentiality and non-circumventions and non-solicitation shall survive for so long as DDS may, in its sole discretion, consider the Confidential Information to be confidential. If any provision of this Agreement shall, for any reason, be held unenforceable, such provision shall be severed from this Agreement, The Invalidity of such specific provision, however, shall not affect the enforceability of any other provision herein, and the remaining provision shall remain in full force and effect. 12. ASSIGNMENT Independent Merchandiser may not assign this Agreement or any rights hereunder without the prior written consent of DDS. Any attempt to transfer or assign the Agreement or any rights under the Agreement without the express written consent of DDS renders the Agreement voidable at the option of DDS.

7 13. BREACH In the event of any breach of the Agreement (including the Policies and Procedures) Independent Merchandiser agrees that DDS may, at its discretion, impose upon Independent Merchandiser disciplinary sanctions as set forth in the Policies and Procedures. If Independent Merchandiser is in breach, default or violation of the Agreement at termination of the Agreement, Independent Merchandiser shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. Independent Merchandiser agrees that DDS may deduct, withhold, set- off, or charge to any form of payment Independent Merchandiser has previously authorized, any amounts Independent Merchandiser owes or is indebted to DDS. 14. INDEMNIFICATION DDS, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as affiliates ), shall not be liable for, and Independent Merchandiser releases and holds harmless DDS and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. Independent Merchandiser further agrees to release and hold harmless DDS and its affiliates from all liability arising from or relating to Independent Merchandiser s promotion or operation of Independent Merchandiser s independent business and any activities related thereto (e.g., the presentation of DDS Goods, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agrees to defend and indemnify DDS for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that Independent Merchandiser undertakes in operating Independent Merchandiser s independent business. 15. CHOICE OF LAW This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. In the event of a dispute between Independent Merchandiser and DDS arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures. DDS shall not be obligated to engage in mediation as a prerequisite to disciplinary action against Independent Merchandiser. If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures.

8 15.1 Louisiana Residents: Notwithstanding the foregoing, if Independent Merchandiser is a resident of Louisiana, this Agreement shall be governed by Louisiana law and jurisdiction and venue of any action before a court shall be in Louisiana. 16. EQUITABLE RELIEF Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or distributor/independent Merchandiser lists as well as other trade secrets, confidential information, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award. In all actions before the courts, the parties consent to exclusive jurisdiction and venue in California Superior Court in Riverside County, California. 17. TITLE AND RISK OF LOSS DDS bears all risk of loss or damage to the Goods until delivery of the Goods to the location as specified under the purchase order. Title to the Goods passes to Independent Merchandiser upon delivery of the Goods as specified under the purchase order. 18. NAME AND LIKENESS Independent Merchandiser authorizes DDS to use Independent Merchandiser s name, photograph, personal story, and/or likeness in advertising and promotional materials and waives all claims for remuneration for such use. 19. ELECTRONIC EXECUTION Each party acknowledges this Agreement shall be considered executed by way of Independent Merchandiser agreeing to its terms electronically, which is intended to authenticate this writing and to have the same force and effect as manual signatures.

9 POLICIES & PROCEDURES NOVEMBER 2017 I

10 CONTENTS 1. SECTION 1 GENERAL INFORMATION POLICIES AND PROCEDURES INCORPORATED INTO INDEPENDENT MERCHANDISER AGREEMENT PURPOSE OF POLICIES CHANGES TO THE AGREEMENT SEVERABILITY WAIVER SECTION 2 - BECOMING AN INDEPENDENT MERCHANDISER REQUIREMENTS TO BECOME AN INDEPENDENT MERCHANDISER INDEPENDENT MERCHANDISER BENEFITS ETHICAL REQUIREMENTS CHANGE OF ADDRESS, TELEPHONE OR ONGOING TRAINING NONDISPARAGEMENT ERRORS OR QUESTIONS TAXES OVERALL SALES POLICY BLIND BOX POLICY SEASONAL PRINTS / LIMITED RUNS BRICK AND MORTAR LOCATIONS FUNDRAISING POLICY ADVERTISING TRADEMARKS AND COPYRIGHTS TELEPHONE AND ONLINE DIRECTORY LISTINGS ONLINE CONDUCT INDEPENDENT MERCHANDISER REPLICATED WEBSITES INDEPENDENT WEBSITES NOT PERMITTED Vers ii

11 LINKS AND BANNER ADS DOMAIN NAMES, ADDRESSES, AND ONLINE ALIASES ONLINE CLASSIFIEDS EBAY, ONLINE AUCTIONS AND BUY/SELL/TRADE PAGES ONLINE RETAILING SPAM LINKING (BLOG SPAM) DIGITAL MEDIA SUBMISSIONS (YOUTUBE, FACEBOOK, TWITTER, PINTEREST, INSTAGRAM, ETC.) SOCIAL MEDIA TERRITORY INTERNATIONAL MARKETING RETURN/REFUND POLICY COMPLIANCE WITH RETURN/REFUND POLICY(IES) REFUNDS ON CANCELLATION OF THE AGREEMENT ENROLLING PROVIDING DOCUMENTATION TO APPLICANTS CHANGE OF ENROLLING INDEPENDENT MERCHANDISER REPLACEMENT OF INDEPENDENT MERCHANDISER SLOT IN NETWORK COMPENSATION ADJUSTMENTS TO COMMISSION PAYMENTS INCOME CLAIMS SALE, TRANSFER OR ASSIGNMENT OF AN INDEPENDENT DDS BUSINESS ONE DDS BUSINESS PER INDEPENDENT MERCHANDISER AND PER HOUSEHOLD SECTION 5 - CONFLICT OF INTEREST PARTICIPATION IN OTHER DIRECT SELLING PROGRAMS CONFIDENTIAL INFORMATION DISCIPLINARY SANCTIONS ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATED PARTIES Vers iii

12 6.3. MEDIATION ARBITRATION GOVERNING LAW, JURISDICTION AND VENUE SECTION 7 - INACTIVITY AND CANCELLATION OF THE AGREEMENT EFFECT OF CANCELLATION INACTIVITY MATERNITY EXEMPTION MILITARY DEPLOYMENT EXEMPTION INVOLUNTARY CANCELLATION VOLUNTARY CANCELLATION Vers iv

13 1. Section 1 General Information DotDotSmile, LLC ("DDS or the Company") has developed the following guidelines, policies and procedures ( Policies and Procedures ) to provide the following benefits: Establish Company policy and define the contractual relationship between the Company and its Independent Merchandisers. Help each Independent Merchandiser understand how to develop and promote their own business in an ethical, safe, effective environment. Provide an equal opportunity for all Independent Merchandisers to build a successful business Policies and Procedures incorporated into Independent Merchandiser Agreement These Policies and Procedures, in their present form and as amended from time to time at the sole discretion of DDS are incorporated into and form an integral part of, the DDS Independent Merchandiser Agreement. Throughout these Policies and Procedures, when the term "Agreement" is used, it collectively refers to the DDS Independent Merchandiser Agreement, these Policies and Procedures, and the Independent Merchandiser Compensation Package. These Policies and Procedures are incorporated by reference into the Independent Merchandiser Agreement. It is the responsibility of each Independent Merchandiser to read, understand, and adhere to these Policies and Procedures as they are now and as they may be revised. It is the Independent Merchandiser's responsibility to be aware of the most current version of these documents Purpose of Policies DDS is a fashion company that markets its products in significant respects through Independent Merchandisers. It is important that each Independent Merchandiser understands that their opportunity for success can be affected by the actions and integrity of all Independent Merchandisers and that each Independent Merchandiser is required to comply with all of the terms and conditions set forth in this document as well as all federal, state, and local laws governing the operation of their business. As it is not possible in this document to anticipate and address every possible situation that might arise each Independent Merchandiser agrees to always conduct their actions with honesty, integrity and a concern for the best interest of their customers, their fellow Independent Merchandisers, and the Company. 1

14 1.3. Changes to the Agreement Because federal, state and local laws as well as the business environment may change from time to time, DDS reserves the right to amend the Agreement and to adjust pricing and product offering at its sole and absolute discretion. Amendments shall generally be effective immediately upon, but in no event later than thirty (30) days after, publication of notice that the Agreement has been modified. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The Company may notify Independent Merchandisers of any such amendments by any of the following: Posting on the official Company web site, , conference calls, Company-sanctioned public meetings, or special mailings. Once notified an independent Merchandiser may accept or reject any amendments. If they elect to reject them, their Agreement will be cancelled and they will no longer be eligible to receive commission or other payments or to purchase DDS products directly from the Company. If after notice of amendments an Independent Merchandiser continues to purchase or sell Company products, accept commission or other payments, or enroll new Independent Merchandisers, such actions shall be deemed acceptance of any amendments Severability If any provision of the Agreement, in its current form, or as may be amended, is found to be invalid or unenforceable by any court for any reason, only the invalid portion of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be interpreted as if such invalid or unenforceable provision never comprised a part of the Agreement Waiver The Company never relinquishes its right to insist on strict compliance with the Agreement. Failure of DDS to exercise any right or power under the Agreement, or to insist upon strict compliance of any portion of the Agreement, shall not constitute a waiver of its right at any time to insist on such compliance. Waiver of DDS's rights can be effected only in writing by one or more Company executives. DDS's waiver of any particular breach shall not impair or affect its rights in regard to any subsequent breach, nor shall it affect in any way its rights or obligations in relation to any breach by other Independent Merchandisers. The existence of any claim or cause of action of an Independent Merchandiser against DDS shall not constitute a defense to DDS's enforcement of any term or provision of the Agreement. Vers

15 2. Section 2 - Becoming an Independent Merchandiser 2.1. Requirements to become an Independent Merchandiser Any person (as that term is legally defined, which includes an individual or a valid business entity) is eligible to become a DDS Independent Merchandiser by complying with the following: Be a minimum of eighteen (18) years of age if an individual; Have a valid Social Security or Federal Tax ID number; Not be legally prohibited from engaging in sales of goods and clothing intended for minors; Submit a properly executed DDS Independent Merchandiser Agreement and the required non-refundable annual fee; Read and agree to adhere to DDS Policies and Procedures; and Purchase an initial inventory of DDS products as specified in the DDS Independent Merchandiser Agreement. DDS reserves the right to accept or reject any Independent Merchandiser Agreement for any reason or for no reason Married couples, domestic partnerships, or common-law couples (collectively referred to herein as "spouses") who both wish to become DDS Independent Merchandisers must enroll as a single DDS business entity. Spouses, regardless of whether one or both are signatories to the Independent Merchandiser Agreement, may not own or operate any other DDS business, either individually or jointly, nor may they participate directly or indirectly (as a shareholder, partner, trustee, trust beneficiary, or have any other legal or equitable ownership) in the ownership or management of another DDS business in any form A Corporation, Limited Liability Company, Partnership or Trust may apply to be a DDS Independent Merchandiser by submitting a copy of its organizational documents to DDS along with a properly executed Independent Merchandiser Agreement and a properly completed IRS Form W-9. The Agreement must be signed by all shareholders, members, partners, trustees or owners or there must be a legally executed Power of Attorney designating an individual authorized to act on behalf of the business entity. The business entity and its shareholders, members, managers, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively Vers

16 "Affiliated Parties") are individually, jointly and severally liable for any indebtedness to DDS, compliance with the Agreement, and all other obligations to DDS Change in Entity Status. DDS reserves the right to allow or refuse to allow, for any reason or for no reason, an Independent Merchandiser to change from an individual to a business entity, or from a business entity to an individual. An Independent Merchandiser who enrolled as an individual may apply to change status to a business entity by complying with the requirements of the above paragraph. An Independent Merchandiser enrolled as a business entity may apply to change status to an individual or other business entity by submitting an appropriate corporate (or other business form) resolution requesting said change, approved by all shareholders, members, partners, trustees or owners or pursuant to a legally executed Power of Attorney designating an individual authorized to act on behalf of the business entity. If a business entity Independent Merchandiser is dissolved prior to complying with the foregoing, this Agreement shall be considered canceled and null and void and no individual member of the prior entity shall have any claim to any downline organization or any other Independent Merchandiser rights conferred by this agreement to the business entity Independent Merchandiser Benefits Once an Independent Merchandiser Agreement has been accepted by DDS, the benefits of the Agreement and the Independent Merchandiser Compensation Package are available to the new Independent Merchandiser. These benefits include the right to: Purchase DDS products at wholesale prices for resale to customers, pursuant to the requirements in place by the Company (including, but not limited to, any minimum item counts); Participate in the Independent Merchandiser Compensation Package (receive commissions, if eligible); Enroll others as Independent Merchandisers and thereby build a downline; Receive periodic DDS literature and other DDS communications; Participate in DDS-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges if applicable; and Participate in promotional and incentive contests and programs sponsored by DDS for its Independent Merchandisers. Vers

17 2.3. Ethical Requirements Each Independent Merchandiser agrees to adhere to the following: Conduct themselves and their business operations in a legal, moral, honest and ethical manner at all times Avoid actions that could result in conflict with other Independent Merchandisers or customers Honestly present the product and income opportunities Speak well of DDS, other DDS Independent Merchandisers and our competitors Focus on building business through relationship building and superior customer service Abide by any product guaranty and return policies as may be published from time to time by DDS Conduct your business in such a way that strengthens the DDS brand and improves the opportunity for all Independent Merchandisers. 3. Section 3 - Responsibilities of Independent Merchandisers 3.1. Ongoing Sales Each Independent Merchandiser, regardless of the number of Independent Merchandisers they may have enrolled downline, should continue to develop a network of hostesses and retail customers. Home parties and Facebook Live events, and the sales derived therefrom, are the primary income source for Independent Merchandisers Adherence to Laws and Ordinances Independent Merchandisers shall comply with all federal, state, and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain homebased businesses. In some cases, these ordinances are not applicable to Independent Merchandisers because of the nature of their business. However, Independent Merchandisers must obey those laws that do apply to them. If a city or county official tells an Independent Merchandiser that an ordinance applies to him or her, the Independent Merchandiser shall be polite and cooperative, and immediately send a copy of the ordinance to DDS. Vers

18 3.3. Change of Address, Telephone or To ensure timely delivery of products, support materials and commission and other payments, it is critically important that DDS maintains accurate and current information on each Independent Merchandiser. Street addresses are required for shipping; DDS products cannot be delivered to a P.0. Box. If an Independent Merchandiser is planning to move, updated contact and shipping information should be sent to info@dotdotsmile.com Ongoing Training Successful Independent Merchandisers who enroll a new Independent Merchandiser should provide bona fide assistance and training to ensure that the new Independent Merchandiser is properly operating his or her DDS business. There should be ongoing communication through Facebook, , telephone calls, conference calls, in-person meetings and other methods of encouraging and motivating the new Independent Merchandiser. The knowledge and experience of the Enrolling Independent Merchandiser should be shared with the new Independent Merchandiser including but not limited to product knowledge, effective sales techniques, customer service and compliance with Company Policies and Procedures Nondisparagement DDS values constructive criticisms and comments from Independent Merchandisers. All such comments should be submitted in writing via to concerns@dotdotsmile.com. While DDS welcomes constructive input, negative comments and remarks made in the field by Independent Merchandisers about the Company, its products, or Independent Merchandiser Compensation Package serve no purpose other than to sour the enthusiasm of other DDS Independent Merchandisers. For this reason, and to set the proper example for their downline, Independent Merchandisers must not publicly disparage, demean, or make negative remarks about DDS, other DDS Independent Merchandisers, DDS's products, the Independent Merchandiser Compensation Package, or DDS's directors, officers, or employees Errors or Questions If an Independent Merchandiser has questions about or believes any errors have been made regarding commissions, downline structure, or charges, the Independent Merchandiser must notify DDS in writing within 45 days of the date of the purported error or incident in question. DDS will not be responsible for any errors, omissions or problems not reported to the Company within 45 days. Vers

19 3.7. Taxes Each Independent Merchandiser is responsible for paying any applicable local, state and federal taxes on any income generated as an Independent Merchandiser, as well as collecting and remitting any necessary sales tax for inventory they sell. If an Independent Merchandiser's DDS business is tax exempt, the Federal tax identification number must be provided to DDS. Every year, DDS will provide an IRS Form 1099 MISC to all Independent Merchandisers who are required to receive one based on commissions and/or purchases, as specified in the tax code as updated from time to time. DDS cannot provide Independent Merchandisers with any personal tax advice. Independent Merchandisers should consult with their own tax accountant, tax attorney, or other tax professional. If an Independent Merchandiser fails to provide DDS with a valid Social Security Number, Federal Tax ID Number, or IRS Form W-9 (if required), DDS reserves the right to deduct the necessary back-up withholdings from the Independent Merchandiser's commission payments as required by law. 4. Section 4 - Operating your business 4.1. Overall Sales Policy Being a DDS Independent Merchandiser is intended to be a home business. DDS anticipates sales through hosted home parties or person to person from the Independent Merchandiser to the consumer. Selling to contacts made through social media such as Facebook, Twitter, Instagram, Pinterest etc. is allowed, however your presence in those media must be in compliance with the Agreement (including these Policies and Procedures) as well as any requirements of the media and government regulations regarding the same. Maintaining the perceived value of DDS products in the marketplace, as well as providing as level a playing field as possible, is beneficial for all Independent Merchandisers. DDS has established suggested retail prices in an effort to maintain the value of DDS products in the marketplace as well as to provide the opportunity for healthy retail profits for all Independent Merchandisers. Selling DDS products at less than the suggested retail prices damages both of these goals. Although an Independent Fashion Merchandiser can choose to sell DDS products directly to their customers at any price she/he chooses, the Company strongly encourages all Independent Merchandisers to adhere to the pricing structure that it has established in order to protect the value of the DDS brand and to protect the retail opportunity for all Independent Merchandisers. Further, where advertising by Independent Merchandisers is permitted by Vers

20 these Policies and Procedures, Independent Merchandisers agree that they will not advertise DDS products at prices less than the suggested retail prices as established by DDS and published in official DDS materials Blind Box Policy When an Independent Merchandiser places an order for merchandise at wholesale prices, the order is fulfilled in a blind box manner. The Independent Merchandiser may specify quantities, sizes, and cuts, but will not be able to control or request prints. Each order will be filled with a random assortment of prints taken from what is available in each requested size at the time of the order. Similarly, any merchandise exchanges allowed by the Company will be filled blindly, with random prints based on availability at the time of the exchange. Independent Merchandisers understand and acknowledge that they will receive merchandise as a blind box and DDS makes no representations or warranties as to the colors, patterns, or diversity of prints in any box Seasonal Prints / Limited Runs The Company may release seasonal, holiday, or other limited duration prints from time to time. These prints will be available in limited quantities for a short period of time. The Company may, but is not obligated to, provide notice when these limited prints become available. Unless otherwise specified in writing by DDS, they will be included with other non-limited prints in orders placed after the time they become available, under the blind box manner described above, until such time that quantities have been distributed or the Company in its sole discretion chooses to cease such distribution. Based on the random nature of the blind box method, DDS cannot make any representations or warranties that an Independent Merchandiser will receive any limited duration prints with their order Brick and Mortar Locations Independent Merchandisers may only sell DDS products from a commercial outlet, or display or sell DDS products in any retail or service establishment, if they apply for and obtain prior written authorization from the Company. Under no circumstances may an Independent Merchandiser include the name DotDotSmile, or any of the marks as defined herein, in the name or advertising for any commercial outlet. An Independent Merchandiser may display approved DDS business cards and literature in a commercial outlet, provided that it clearly identifies the proprietor as an Independent Merchandiser who sells DDS products through their home-based business. Vers

21 Independent Merchandisers may not sell DDS products at garage sales, swap meets, flea markets or other venues that might negatively impact the perceived value of the DDS brand Fundraising Policy As a company, DDS encourages Independent Merchandisers to be good citizens and active in their communities. To this end, DDS may, at its sole and exclusive discretion, support Independent Merchandisers who contribute to certain charitable organizations, through provision of merchandise for sale at a fundraiser. DDS may, subject to availability of merchandise, support fundraisers that Independent Merchandisers deem worthwhile if the proper steps are taken to notify DDS prior to the event. DDS maintains sole discretion as to which fundraisers it can or will support with merchandise; DDS will not donate money. If you would like DDS to consider participating in your fundraiser, send a detailed to fundraiser@dotdotsmile.com describing your fundraiser, the name of the business or foundation the funds are being raised for, and the date of the fundraiser. The Company will contact you to inform you of its decision regarding participation. DDS reserves the right to modify its participation at its sole discretion and to terminate or modify its program at any time Advertising All Independent Merchandisers shall safeguard and promote the good reputation of DDS and its products. The marketing and promotion of DDS, the DDS opportunity, and DDS products must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices, and must specifically comply with any rules or regulations promulgated by the FTC or any media authorized herein and utilized by the Independent Merchandiser. Accordingly, Independent Merchandisers may only advertise or promote their DDS business using approved tools or templates acquired through DDS. No approval is necessary to use these approved tools. If an Independent Merchandiser wishes to design his or her own online or offline marketing materials of any kind, the proposed designs must be submitted to designapproval@dotdotsmile.com who will coordinate approvals. Unless the Independent Merchandiser receives specific approval from DDS to use such tools, the request shall be deemed denied. Vers

22 DDS further reserves the right to rescind approval for any sales tools, promotional materials, advertisements, or other literature, and Independent Merchandisers waive all claims for damages or remuneration arising from or relating to such rescission Independent Merchandisers may not advertise on television or radio except with DDS's express prior written permission Trademarks and Copyrights The name DotDotSmile and other names as may be adopted by DDS, including but not limited to the names of particular designs or products, are proprietary trade names, trademarks and service marks of DDS (collectively "marks"). As such, these marks are of great value to DDS and are supplied to Independent Merchandisers for their use only in an expressly authorized manner. DDS will not allow the use of its trade names, trademarks, designs, or symbols, or any derivatives of such marks, by any person, including DDS Independent Merchandisers, in any unauthorized manner without its prior, written permission. Independent Merchandisers may NOT use any of the marks to create their own materials, including but not limited to shirts or other apparel. The content of any Company sponsored events is copyrighted material. Independent Merchandisers may not produce for sale or distribute any recorded Company events and speeches without written permission from DDS. Nor may Independent Merchandisers reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations. As an Independent Merchandiser, you may use the DDS name only in the following manner: Independent Merchandiser's Name DDS Independent Merchandiser Example: Alice Smith DotDotSmile Independent Merchandiser Except as specifically provided herein, Independent Merchandisers may not use the name DotDotSmile or DDS in any form in a team name, a tagline, an external website name, a personal website address or extension, in an address, as a personal name, or as a nickname. For example, an Independent Merchandiser may not secure the domain name Vers

23 nor may an Independent Merchandiser create an address such as For permissible uses of the DotDotSmile name in addresses and social media names/aliases, see Section below. Additionally, an Independent Merchandiser may only use the phrase DotDotSmile Independent Merchandiser in telephone greetings or on an answering machine if they clearly separate the Independent Merchandiser's independent DDS business from DDS Telephone and Online Directory Listings An Independent Merchandiser may list herself or himself as a "DotDotSmile Independent Merchandiser or DDS Independent Merchandiser" in the white or yellow pages of the telephone directory, or with online directories, under her or his own name. Independent Merchandisers may not place telephone or online directory display ads using the DotDotSmile name or logo. Independent Merchandisers may not answer the telephone by saying "DotDotSmile," "DotDotSmile LLC," or in any other manner that would lead the caller to believe that he or she has reached corporate offices of DDS Online Conduct Independent Merchandiser Replicated Websites Independent Merchandisers are provided with a replicated website by DDS, from which they can generate sales that will be solely commission based and fulfilled directly by DDS, as well as enroll new Independent Merchandisers. Independent Merchandisers may use only DDS replicated websites to promote their DDS business, and may not create their own websites to directly or indirectly promote DDS's products, services, or the DDS opportunity. Independent Merchandiser Replicated Websites will include shopping carts through which their customers may place orders for DDS products. Independent Merchandisers will not be able to add their own inventory to the shopping experience. However, Independent Merchandisers may do so via their own social platforms, in compliance with these Policies and Procedures and section in particular. Independent Merchandisers may not alter the content, branding, artwork, look, or feel of their Replicated Websites, and may not use their Replicated Websites to promote, market or sell non-dds products, services or business opportunities. Specifically, an Independent Merchandiser may not alter the look (placement, sizing etc.) or functionality of the following: Vers

24 The DDS Independent Merchandiser Logo The Independent Merchandiser's Name DDS Corporate Website Redirect Button Artwork, logos, or graphics Original text and content. DDS reserves the right to receive analytics and information regarding the usage of your website. The URL for all DDS Replicated websites will be which will generally be <firstnamelastname>, for example In the event two or more Independent Merchandisers have the same first and last names, additional identifiers will be added at account creation to distinguish between such Independent Merchandisers' Replicated Websites Independent Websites Not Permitted Independent Merchandisers agree that their online promotion of the DDS products and opportunity shall be limited to use of the official DDS Replicated Websites, approved banner ads and links, and via social media as set forth herein. Independent Merchandisers agree that they may not create, develop, or publish independent websites to promote either the DDS products or the DDS opportunity Links and Banner Ads Independent Merchandisers may place links or banner ads on independent websites that link to their DDS Replicated Websites. All such links and banner ads must be obtained from DDS. When using links or banner ads to direct traffic to your Replicated Website, it must be evident from a combination of the link or banner ad and the surrounding context that the link or banner ad will be resolving to your Replicated Website. Attempts to mislead web traffic into believing they are going to the DDS corporate site, when in fact they land at an Independent Merchandiser's site will not be allowed. The determination as to what is misleading or what constitutes a reasonable reader will be at DDS's sole discretion. Banner ads and links may not be placed on websites that are not aligned with DDS's values or on websites for products that are competitive with DDS products. In no event may a DDS banner ad or link be placed on any website that: Vers

25 Is sexually explicit, obscene, or pornographic; Is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); Is graphically violent, including any violent video game images; Is solicitous of any unlawful behavior; Engages in personal attacks on any individual, group, or entity; or Is in violation of any intellectual property rights of the Company or any third party Domain Names, Addresses, and Online Aliases Independent Merchandisers shall not use or register "DotDotSmile" or any of DDS's trademarks, product names, or any derivative thereof, for any Internet domain name. If an Independent Merchandiser registers an Internet domain name (URL) that contains any of DDS's trademarks or a derivative thereof, the Independent Merchandiser agrees that he or she will immediately assign such registration to DDS upon demand and at no charge to DDS or may face immediate termination of their contract along with appropriate legal actions by DDS to enforce the marks. Additionally, an Independent Merchandiser cannot use or register any domain name that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume that the website accessible through the URL is the property of DDS. Independent Merchandisers may register addresses and social media names or aliases that include the DotDotSmile name only if the address or social media name contains the term "DotDotSmile" and is followed by the Independent Merchandisers first and last name, in that order (or business name). For example, an Independent Merchandiser named Sally Smith could register the address DotDotSmilebysallysmith@gmail.com. but could not register dotdotsmilebysally@gmail.com. Similarly, any social media names or handles must incorporate both first and last name: facebook.com/dotdotsmilebysallysmith (not facebook.com/ DotDotSmilebysally); instagram.com/dotdotsmilebysallysmith; etc Online Classifieds Independent Merchandisers may not use online classifieds (including Craigslist) to list, sell or retail DDS products. Independent Merchandisers may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring and informing the public about the DDS Vers

26 business opportunity, provided DDS-approved templates/images are used. These templates will identify the Independent Merchandiser as a DDS Independent Merchandiser ebay, Online Auctions and Buy/Sell/Trade Pages DDS's products and services may not be listed on ebay, online auctions, or buy/sell/trade pages, nor may Independent Merchandisers enlist or knowingly allow a third party to sell DDS products on ebay, online auctions, or buy/sell/trade pages Online Retailing Unless they apply for and obtain prior written authorization from the Company, Independent Merchandisers may not list or sell DDS products on any online retail store or ecommerce site or platform (including an e-commerce site created or operated by an Independent Merchandiser) such as Amazon, AliBaba, ebay Stores, etc., nor may an Independent Merchandiser enlist or knowingly allow a third party to sell DDS products on any online retail store or ecommerce site. However, Independent Merchandisers may utilize social media to market DDS products, as set forth in more detail in section below Spam Linking (Blog Spam) Spam Linking related to the DDS opportunity or DDS products is prohibited. Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments that an Independent Merchandiser makes on blogs, forums, guest books etc. must be unique, informative and relevant Digital Media Submissions (YouTube, Facebook, Twitter, Pinterest, Instagram, etc.) Independent Merchandisers may upload, submit or publish DDS-related video, audio or photo content that they develop and create so long as it aligns with DDS values, contributes to the DDS community greater good, and is in compliance with DDS's Policies and Procedures. All submissions must clearly identify the submitter as a DDS Independent Merchandiser in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that the submitter is solely responsible for this content. Independent Merchandisers may not upload, submit or publish any content (video, audio, Vers

27 presentations or any computer files) received from DDS or captured at official DDS events or in buildings owned or operated by DDS without prior written permission Social Media In addition to meeting all other requirements specified in these Policies and Procedures, should an Independent Merchandiser utilize any form of social media, including but not limited to Facebook, Twitter, Linkedln, YouTube, Instagram, or Pinterest, the Independent Merchandiser agrees to each of the following: Independent Merchandisers may advertise or post prices on their social media pages, but agree that they will not post or advertise any price that is less than the suggested retail price for a product as set forth in the DDS Price Sheet. In lieu of posting suggested retail prices, Independent Merchandisers may identify products as too low to advertise or ask their customers to call or private message for details It is each Independent Merchandiser's responsibility to follow the social media site's terms of use. If the social media site does not allow its site to be used for commercial activity, you must abide by the site's terms of use An Independent Merchandiser may post or "pin" photographs of DDS products on a social media site. Photos that are provided by DDS may be used, or photos that meet the following specific standards of presentation: Products must be presented on a mannequin, person or hanger and the photograph must be properly lit with an uncluttered background We reserve the right to approve / disapprove any posting of DDS product If an Independent Merchandiser creates a business profile page on any social media site that promotes or relates to DDS, its products, or opportunity, the Independent Merchandiser must transfer to DDS the business profile page (or remove the DDS-related content, if the page includes other product types), if the Independent Merchandiser's DDS business is cancelled for any reason or if the Independent Merchandiser becomes inactive If an Independent Merchandiser starts a Facebook group for their team or for their area, the Independent Merchandiser agrees that she or he will invite DDS to join that page. Vers

28 4.8. Territory Enrollment as a DDS Independent Merchandiser does not entitle you to any specific geographic territory for operating your business, nor is any Independent Merchandiser, in good standing, restricted from operating in any geographic area of the United States. As there may be multiple Independent Merchandisers in a given area each Independent Merchandiser agrees to work with the other Independent Merchandisers in their area in a fair and equitable manner in order to promote DDS and provide more opportunity for all. The Company may, at its sole discretion, limit the number of Independent Merchandisers in any given area but is not obligated to do so International Marketing Unless an Independent Merchandiser has received written authorization from DDS, Independent Merchandisers may not enroll other DDS Independent Merchandisers in any country other than the United States. Any Independent Merchandiser that chooses to market and/or ship DDS products in or to any foreign country must obtain written approval from the Company, and will be required to ensure their own compliance with any applicable customs or other legal requirements Return/Refund Policy Compliance with Return/Refund Policy(ies) Each Independent Merchandiser agrees they are subject to any return and/or refund policies then in place with the Company Refunds on Cancellation of the Agreement If an Independent Merchandiser s Agreement is involuntarily cancelled by DDS pursuant to section 7.3 of these Policies and Procedures, or voluntarily cancelled by the Independent Merchandiser, the Independent Merchandiser is entitled to NO refund whatsoever for any unsold products or their annual fee Enrolling Each Independent Merchandiser in good standing may enroll new Independent Merchandisers into DDS, subject to their approval by DDS. The Enrolling Independent Merchandiser shall be entitled to compensation for product purchased by the new Independent Merchandiser based Vers

29 on the Independent Merchandiser Compensation Package. The Company reserves the absolute right to accept or decline new Independent Merchandiser applications based on location, market saturation, managing growth or any other reason that the Company deems necessary. The Company is not obligated to disclose any such reasons for not accepting new applicants. DDS is an equal opportunity company and no application will be denied based on race, religion, gender or any other status that is protected by law Providing Documentation to Applicants Independent Merchandisers must provide the most current version of the Policies and Procedures and the Compensation Package to individuals whom they are enrolling to become Independent Merchandisers before the applicant signs an Independent Merchandiser Agreement, or ensure that such individuals have online access to these materials Change of Enrolling Independent Merchandiser In cases in which the new Independent Merchandiser is listed as being enrolled by someone other than the individual he or she was led to believe would be his or her Enrolling Independent Merchandiser, such Independent Merchandiser may request that he or she be transferred to another enroller. Requests for transfer under this policy will be evaluated on a case-by-case basis and must be made within three days from the date of enrollment. The Independent Merchandiser requesting the change has the burden of proving that he or she was placed beneath the wrong Enrolling Independent Merchandiser. It is at the discretion of DDS whether the requested change will be implemented. DDS maintains sole discretion for final approval of any request to modify or change enrollment. There is no guarantee that meeting the requirements set forth will result in the requested change(s). If DDS approves such request(s), all who participate in the approval(s) and/or change(s) agree to release hold harmless the Company from any consequences (anticipated or unforeseen) arising from such change(s) Replacement of Independent Merchandiser Slot In Network In the event an Independent Merchandiser s Agreement is not renewed each year or is cancelled, whether voluntarily or involuntarily, the Company retains sole and exclusive discretion to assign a replacement Independent Merchandiser to the vacant slot within the marketing network, for purposes of networking calculating commission under the Independent Merchandiser Compensation Package. Vers

30 4.12. Compensation Independent Merchandisers derive their income primarily through retail sales of DDS products at home parties and/or virtually via Facebook live, etc. Additional sources of income are through the purchases made by Independent Merchandisers under an Enrolling Independent Merchandiser as well as through the replicated website, pursuant to the structure set forth in the Independent Merchandiser Compensation Package, as may be modified from time to time. An Independent Merchandiser must be in full compliance with the Agreement to qualify for commissions. In the event they are not in compliance, DDS retains sole and absolute discretion over distribution of any such commissions. Notwithstanding anything to the contrary within the Independent Merchandiser Compensation Package, any unpaid commissions or other compensation owed to an Independent Merchandiser, regardless of the amount accrued, will be paid at the end of each fiscal year or upon the termination of an Independent Merchandiser's Agreement Adjustments to Commission Payments Independent Merchandisers receive commissions based on the actual purchases of products from DDS. If a refund is issued, the commissions attributable to the returned or repurchased product may be deducted from payments to the Independent Merchandiser and any upline Independent Merchandisers who received commissions on the sale of the refunded product, in the month in which the refund is given, and continuing every pay period thereafter until the full commissions are recovered. Additionally, the commissions attributable to the refunded product may be deducted from any refunds or credits to the Independent Merchandiser who received the commissions on the sales of the refunded product Income Claims DDS Independent Merchandisers do not have sufficient data to comply with the legal requirements for making claims regarding income possibilities to prospective Independent Merchandisers. Therefore, an Independent Merchandiser, when presenting or discussing the DDS opportunity to a prospective Independent Merchandiser, may not make income projections or income claims, and should not disclose his or her personal DDS income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records). Vers

31 Additionally, when presenting or discussing the DDS opportunity, Independent Merchandisers must make it clear to prospective Independent Merchandisers that financial success with DDS requires commitment, effort, and sales skill. Conversely, Independent Merchandisers must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include: It's a turnkey system; The system will do the work for you; Just join and I will build your downline for you; The company does all the work for you; You don't have to sell anything; or All you have to do is buy your products every month. The above are just examples of improper representations about the DDS opportunity. It is important that Independent Merchandisers do not make these or any other representations that could lead a prospective Independent Merchandiser to believe that he or she can be successful as a DDS Independent Merchandiser without commitment, effort, and sales skill Sale, Transfer or Assignment of an Independent DDS Business Although a DDS business is a privately owned and independently operated business, the sale, transfer or assignment of a DDS business is subject to certain limitations. If an Independent Merchandiser wishes to sell his or her DDS business, the following criteria must be met: The selling Independent Merchandiser must offer DDS the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. DDS shall have fifteen days from the date of receipt of the written offer from the seller to exercise its right of first refusal The buyer or transferee must become a qualified DDS Independent Merchandiser. The buyer may not be an inactive Independent Merchandiser. Furthermore, any active DDS Independent Merchandiser would have to terminate his or her DDS business and wait six calendar months before acquiring any interest in a different DDS business The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a DDS business. Vers

32 Prior to selling an independent DDS business, the selling Independent Merchandiser must notify DDS's Independent Merchandiser Support Department in writing and advise of his or her intent to sell his or her DDS business. The selling Independent Merchandiser must also receive written approval from the Independent Merchandiser Support Department before proceeding with the sale. No changes in line of enrollment can result from the sale or transfer of a DDS business One DDS Business Per Independent Merchandiser and Per Household An individual may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one DDS business. No individual may have, operate or receive compensation from more than one DDS business. Individuals of the same Household may not enter into or have an interest in more than one DDS business. A "Household" is defined as all individuals who are living at or doing business at the same address, and who are related by blood, marriage, domestic partnership, or adoption, or who are living together as a family unit or in a family-like setting. An exception to the one business per Independent Merchandiser/Household rule will be considered on a case by case basis if two Independent Merchandisers marry or move in together, or in cases of an Independent Merchandiser receiving an interest in another business through inheritance. Requests for exceptions to policy must be submitted in writing to the Company. 5. Section 5 - Conflict of Interest 5.1. Participation in Other Direct Selling Programs Independent Merchandisers may participate in other direct selling or Network marketing ventures and may engage in selling non-dds products and services if they choose to do so, as long as they comply with all the terms of this Agreement. This includes, but is no limited to, ensuring there is no brand confusion and ultimate customers are not led to believe that any unrelated products are from or affiliated with the Company. For example, an Independent Merchandiser may not sell jewelry or other products on a live Facebook feed identified as DotDotSmile in nature, nor list for sale other products on a DotDotSmile branded Facebook or other social media page. Vers

33 5.2. Confidential Information "Confidential Information" includes, but is not limited to, Downline Reports, the identities of DDS Independent Merchandisers, and contact information of DDS Independent Merchandisers. Confidential Information is, or may be available, to Independent Merchandisers on their dashboard. Independent Merchandiser access to such Confidential Information is password protected, is confidential, and constitutes proprietary information and business trade secrets belonging to DDS. Such Confidential Information is provided to Independent Merchandisers in strictest confidence and is made available to Independent Merchandisers for the sole purpose of assisting Independent Merchandisers in working with their respective downlines in the development of their DDS business. Independent Merchandisers may not use any Confidential Information for any purpose other than for developing their independent DDS businesses. Independent Merchandisers should use the Confidential Information to assist, motivate, and train their downline Independent Merchandisers, and for no other purpose. In so doing, an Independent Merchandiser may not disclose the Confidential Information to any third party, including, without limitation, his or her downline Independent Merchandisers. The Independent Merchandiser and DDS agree that, but for this agreement of confidentiality and nondisclosure, DDS would not provide Confidential Information to the Independent Merchandiser. (confidential nature of webinars) To protect the Confidential Information, an Independent Merchandiser shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity: Directly or indirectly disclose any Confidential Information to any third party; Directly or indirectly disclose the password or other access code; Use any Confidential Information to compete with DDS or for any purpose other than promoting his or her DDS business; or Recruit or solicit any Independent Merchandiser listed on any report, or in any manner attempt to influence or induce any Independent Merchandiser to alter their business relationship with DDS. The obligation of an Independent Merchandiser to not disclose any Confidential Information shall survive cancellation or termination of the Agreement, and shall remain effective and binding irrespective of whether an Independent Merchandiser's Agreement has been terminated, or whether the Independent Merchandiser is or is not otherwise affiliated with the Company. Vers

34 6. Section 6 - Disciplinary Sanctions and Dispute Resolution 6.1. Disciplinary Sanctions Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Independent Merchandiser that, in the sole discretion of the Company, may damage its reputation or goodwill (such damaging act or omission need not be related to the Independent Merchandiser's DDS business), may result, at DDS's discretion, in one or more of the following corrective measures: Issuance of a written warning or admonition; Requiring the Independent Merchandiser to take immediate corrective measures; Imposition of a fine, which may be withheld from commission and/or other payments; Loss of rights to one or more commission or other payments; DDS may withhold from an Independent Merchandiser all or part of the Independent Merchandiser's commissions during the period that DDS is investigating any conduct allegedly violative of the Agreement. If an Independent Merchandiser's business is canceled for disciplinary reasons, the Independent Merchandiser will not be entitled to recover any commissions withheld during the investigation period; Suspension of the individual's Independent Merchandiser Agreement for one or more pay periods; Permanent or temporary loss of, or reduction in, the current and/or lifetime rank of an Independent Merchandiser (which may subsequently be re-earned by the Independent Merchandiser); Transfer or removal of some or all of an Independent Merchandiser's downline Independent Merchandisers; Involuntary termination/cancellation of the offender's Independent Merchandiser Agreement; Suspension and/or termination of the offending Independent Merchandiser's DDS replicated website or dashboard access; or Any other measure expressly allowed within any provision of the Agreement or which DDS deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Independent Merchandiser's policy violation or contractual breach. Vers

35 In situations deemed appropriate by DDS, the Company may institute legal proceedings for monetary and/or equitable relief Actions of Household Members or Affiliated Parties If any member of an Independent Merchandiser's immediate household engages in any activity which, if performed by the Independent Merchandiser, would violate any provision of the Agreement, such activity may be deemed a violation by the Independent Merchandiser and DDS may take disciplinary action pursuant to these Policies and Procedures against the Independent Merchandiser. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity as an owner, officer, shareholder, member, manager, or employee (an "Affiliate Party") violates the Agreement, such action(s) may be deemed a violation by the business entity, and DDS may take disciplinary action against the business entity. Each Affiliated Party of a business entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement Mediation Prior to instituting an arbitration as provided in Section 6.4 below, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediation shall occur within 60 days from the date on which the mediator is appointed. The mediator's fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation. Each party shall pay its own attorney's fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in the County of Riverside, California and shall last no more than two business days Arbitration If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration. The Parties waive all rights to trial by jury or to any court. The arbitration shall be filed with, and administered by, the American Arbitration Association ("AAA") or JAMS under their respective rules and procedures. The Commercial Arbitration Rules and Mediation Procedures of the AAA are available at the AAA's website at The Streamlined Arbitration Rules & Procedures of JAMS are Vers

36 available at the JAMS website at Copies of the AAA's Commercial Arbitration Rules and Mediation Procedures or JAM's Streamlined Arbitration Rules & Procedures will be ed to Independent Merchandisers upon request to DDS' Legal & Compliance Department. Notwithstanding the rules of the AAA or JAMS, the following shall apply to all arbitration actions: The California Evidence Code shall apply in all cases; The parties shall be entitled to all discovery rights permitted by the California Code of Civil Procedure; The parties shall be entitled to bring motions for judgment under California Code of Civil Procedure; The arbitration shall occur within 180 days from the date on which the arbitrator is appointed, and shall last no more than five business days; and The parties shall be allotted equal time to present their respective cases, including cross-examinations. Except as provided below for Louisiana residents, all arbitration proceedings shall be held in the County of Riverside, California. There shall be one arbitrator selected from the panel that the Alternate Dispute Resolution service provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive the cancellation or termination of the Agreement. The parties and the arbitrator shall maintain the confidentiality of the entire arbitration process and shall not disclose to any person not directly involved in the arbitration process: The substance of, or basis for, the controversy, dispute, or claim; The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration; The terms or amount of any arbitration award; or The rulings of the arbitrator on the procedural and/or substantive issues involved in the case. Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent either party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to Vers

37 safeguard and protect its intellectual property rights and/or to enforce its rights under the nonsolicitation provision of the Agreement Louisiana Residents Notwithstanding the foregoing any mediation or arbitration proceeding between the Company and a Louisiana resident Independent Merchandiser shall be held in Baton Rouge, Louisiana and shall be governed by Louisiana law Governing Law, Jurisdiction and Venue Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Riverside County, California. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the state of California shall govern all other matters relating to or arising from the Agreement. 7. Section 7 - Inactivity and Cancellation of the Agreement 7.1. Effect of Cancellation So long as an Independent Merchandiser remains active and complies with the terms of the Independent Merchandiser Agreement and these Policies and Procedures, DDS shall pay commissions to such Independent Merchandiser in accordance with the Independent Merchandiser Compensation Package. An Independent Merchandiser's retail profits and commissions constitute the entire consideration for the Independent Merchandiser's efforts in generating sales and all activities related to generating sales (including building a downline). Following an Independent Merchandiser's non-renewal of his or her Independent Merchandiser Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her Independent Merchandiser Agreement (all of these methods are collectively referred to as "cancellation"), the former Independent Merchandiser shall have no right, title, claim or interest to the downline which he or she operated, or any commissions from the sales generated by the downline. An Independent Merchandiser whose business is cancelled will lose all rights as an Independent Merchandiser. This includes the right to purchase DDS products at wholesale prices for resale and the right to receive future commissions or other income resulting from the sales and other activities of the Independent Merchandiser's former downline. In the event of cancellation, Independent Merchandisers agree to waive all rights they may have, Vers

38 including but not limited to property rights, to their former downline and to any commissions or other remuneration derived from the sales and other activities of his or her former downline. Following cancellation of his or her Independent Merchandiser Agreement, the former Independent Merchandiser shall not hold himself or herself out as a DDS Independent Merchandiser and shall not have the right to purchase DDS products at wholesale. An Independent Merchandiser whose Independent Merchandiser Agreement is canceled shall receive commissions only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation) Inactivity Apart from production requirements specified in the DDS Independent Merchandiser Compensation Package, inactivity for this section determines whether the Independent Merchandiser maintains his/her position in the upline above them and any downline below them. Independent Merchandisers that do not purchase at least 25 units in any period of two (2) consecutive months will be considered Inactive for that two-month period, and may result in the cancellation of the Independent Merchandiser's Independent Merchandiser Agreement. In the event of cancellation of an Independent Merchandiser due to inactivity, the Inactive Independent Merchandiser may re-activate in a position under their original enroller or reenroll under a different Enrolling Independent Merchandiser Maternity Exemption An Independent Merchandiser shall be exempt from meeting the above activity requirements for a period of four (4) months following the birth or adoption of a child. Appropriate documentation must be provided to the Company upon request. The effect of this exemption is to allow the Independent Merchandiser an additional four months to meet the activity requirements in order to avoid the cancellation of her Independent Merchandiser Agreement pursuant to Section 7.2. NOTE that this section does not exempt the Independent Merchandiser from meeting the requirement specified to receive commissions under the Independent Merchandiser Compensation Package. Vers

39 Military Deployment Exemption Military personnel, along with any spouse, shall be exempt from meeting the above activity requirements while deployed into a foreign country and for a period of sixty (60) days following the end of such deployment, as well as for a sixty (60) day period following any change of station. Appropriate documentation shall be provided to the Company upon request. The effect of this exemption is to suspend, for the period associated with the deployment or change of station, the three-month activity requirements in order to avoid the cancellation of their Independent Merchandiser Agreement pursuant to Section 7.2. NOTE that this section does not exempt the Independent Merchandiser from meeting the requirements specified to receive commissions under the Independent Merchandiser Compensation Package Involuntary Cancellation An Independent Merchandiser's violation of any of the terms of the Agreement, including any amendments that may be made by DDS in its sole discretion, may result in any of the sanctions listed in Section 6.1, including the involuntary cancellation of his or her Independent Merchandiser Agreement. Cancellation shall be effective on the date on which written notice is mailed, ed, faxed, or delivered to an express courier, to the Independent Merchandiser's last known address, address, or fax number, or to his or her attorney, or when the Independent Merchandiser receives actual notice of cancellation, whichever occurs first. DDS reserves the right to terminate all Independent Merchandiser Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling Voluntary Cancellation A participant in this network marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the Independent Merchandiser's signature, printed name, address, and Independent Merchandiser I.D. Number. In the event of voluntary cancellation of an Independent Merchandiser, the Inactive Independent Merchandiser may reactivate in a position under their original enroller at any time, or re-enroll under a different Enrolling Independent Merchandiser after a period of three (3) months of inactivity. Vers

40 JAN 2018 COMPENSATION PLAN

41 We love to smile We are from California. We are in love. We love being parents. We especially love our babies: Lucy, Azure and Lennon. We make silly faces. We love what we do. We live for sweets. We are entrepreneurs. We are a family. We love to smile and spread it around. 2

42 At DotDotSmile, our Independent Merchandisers are our most important asset and we like to reward them with a generous compensation plan. There are 6 ways to earn commissions with DotDotSmile: DIRECT SALES FIRST ORDER BONUS ACHIEVER MAKER BONUS TEAM BONUS REPLICATED WEBSITE BONUS LEADERSHIP CHECK BONUS 3

43 The Key to your Success in DotDotSmile is simple: Become an Achiever yourself, and then help others become Achievers within your organization. Direct Sales Selling DotDotSmile Merchandise directly to your customer base is the first pillar of a solid foundation for your business. Whether your audience is on Facebook, Instagram, County and State Fairs, Store Front, In-Home Parties, or even at Trade Shows throughout the country, retail sales allow you to earn income by purchasing DotDotSmile at wholesale, and then selling that 1merchandise at a full-retail price. 4

44 3Achiever Maker Bonus Another way to build a successful DotDotSmile business is by helping your Merchandisers reach the rank of Achiever. Qualified Merchandisers may earn the Achiever Maker Bonus. Each time one of your Personally Sponsored Merchandisers reaches the rank of Achiever, you earn a $50 Achiever Maker Bonus. 2 First Order Bonus (F.O.B.) Independent Merchandisers can earn a one-time-only FOB of 10% when their personally sponsored Merchandisers place a first-time order for DotDotSmile merchandise. You will also be paid a 5% FOB on any initial purchases made by any of their Personally Sponsored Merchandisers as well. This two-level payout is unique, and also advantageous to you, as you continue to work with your Team and help them become qualified and reach the rank of Achiever. You must be active at the time the order is placed to earn the FOB. 4 Team Bonuses Team bonuses are another pillar of the DotDotSmile Compensation Plan. You ll be instrumental in helping your team generate volume through leadership qualities, example, support, and sales. The team bonus aspect of the compensation plan is calculated from your Personally Sponsored Merchandisers, which has infinite width, left to right, and a depth of five levels. You will be compensated based on successfully building team volume within your organization. As your team begins to grow, you are entitled to team bonuses based on the total monthly volume generated within your team. PAY RANK INDEPENDENT MERCHANDISER BRONZE SILVER GOLD PLATINUM DIAMOND PERSONAL VOLUME (PV) LEVEL 1 5% 5% 5% 5% 5% LEVEL 2 4% 4% 4% 4% LEVEL 3 3% 3% 3% LEVEL 4 2% 2% LEVEL 5 1% 5

45 5Replicated Website DotDotSmile has provided an opportunity for Independent Merchandisers to have a personal website to promote, grow, and strengthen their business. Promotional items provided by DotDotSmile Corporate will be a way for you to sell online, while carrying no inventory or stock on hand! You will be paid a commission percentage of these sales, based on your qualified status within DotDotSmile. REPLICATED WEBSITE BONUS REPLICATED WEBSITE COMMISSION PERCENTAGE ACTIVE MERCHANDISERS QUALIFIED MERCHANDISERS (50 PV WITHIN CURRENT PERIOD) 10% 20% 6

46 6Leadership Check Bonus To further reward our Leaders for their sales, personal volume, and team volume, we have created the Leadership Check Bonus. This bonus is calculated from Independent Merchandisers you personally sponsor, and the teams they have sponsored within your organization, and so on. The Leadership Check Bonus is calculated from up to five levels of depth, and unlimited width. As your Leadership Rank within DotDotSmile increases, so does the Leadership Check Bonus associated with each advancement. LEADERSHIP CHECK BONUSES RANK MERCH ACHIEVER BELIEVER CREATOR DREAMER EXECUTIVE SPONSORED & QUALIFIED (2 CONSECUTIVE MONTHS) 8 (2 CONSECUTIVE MONTHS) 10 (2 CONSECUTIVE MONTHS) PERSONAL VOLUME (PV) (2 CONSECUTIVE MONTHS) 125 (2 CONSECUTIVE MONTHS) 175 (2 CONSECUTIVE MONTHS) TEAM VOLUME (TV) 300 (CURRENT MONTH) 750 (CURRENT MONTH) 2000 (2 CONSECUTIVE MONTHS) 6500 (2 CONSECUTIVE MONTHS) 30,000 (2 CONSECUTIVE MONTHS) RANK REQUIREMENTS (SPONSORED & QUALIFIED) (2) ACHIEVERS (2) ACHIEVERS (2) BELIEVERS (2 CONSECUTIVE MONTHS) (2) ACHIEVERS (2) BELIEVERS (2) CREATORS (2 CONSECUTIVE MONTHS) (2) ACHIEVERS (3) BELIEVERS (3) CREATORS (3) DREAMERS (2 CONSECUTIVE MONTHS) CHECK BONUS EARNED (ONE-TIME ONLY RECEIVED FIRST TIME ACHIEVE RANK) $100 $1,000 $5,000 (TWO PAYMENTS OF $2500) $10,000 (PAID OVER FOUR MONTHS- $2500) $50,000 (PAID OVER FIVE MONTHS- $10,000 INSTALLMENTS) Calculating Leadership Check Bonuses: The LCB is calculated on unlimited width. Therefore, in order to maximize your income, you should strive to continue advancing to higher executive ranks, as well as to personally sponsor Merchandisers, thereby creating more personal enrollment legs which contribute towards your Team Volume. 7

47 YOU YOU QUALIFIED MERCHANDISER FIRST LEVEL 5% SECOND LEVEL 4% THIRD LEVEL 3% FOURTH LEVEL 2% FIFTH LEVEL 1% 8

48 DotDotSmile rewards program & check bonuses put you in the drivers seat! Take control, take ownership, and together lets have fun! 9