IBO Agreement, Terms and Policies and Procedures

1. I understand that as an Xedia Technologies, Inc. (Xedia) Independent Business Owner (IBO):

1. I have the right to sell Xedia products in accordance with these Terms.
2. I have the right to enroll persons in Xedia.
3. I will support and train IBOs whom I sponsor.
4. I will comply with all federal, state, county and municipal laws, ordinances, rules and regulations, and shall make all reports and payments as may be required by any federal, state, county or municipal law, ordinance, rule or regulation.
5. I will perform my obligations as a IBO with honesty and integrity.

2. I agree that as an Independent Business Owner, I am an independent contractor, and am not an employee, agent, partner, legal representative, or franchise of Xedia. I shall be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF XEDIA FOR FEDERAL OR STATE TAX PURPOSES.

3. I have carefully read and agree to comply with the Xedia Policies and Procedures, Code of Ethics and Xedia’s Privacy Policy, all of which are incorporated into and made a part of these Terms and Conditions (collectively referred to as the ‘Agreement’). I understand that I must be in good standing, and not in violation of any of the terms of the Agreement, to be eligible to receive remuneration from Xedia. Xedia may amend the Agreement at its sole discretion. Amendments shall be effective 30 days after notice of the amendment is published in commercially reasonable fashion, which includes, but is not limited to, posting online at the Internet IBO section of www.MyXedia.com. If I do not agree to any amendment, I shall cancel my Xedia Independent Business Owner Agreement in writing no later than the effective date of the amendment.

4. The initial term of this agreement is one year and shall automatically renew, subject to Xedia’s right to reject a renewal, upon receipt of payment of the annual renewal fee. If I fail to annually renew my Xedia business, or if it is canceled or teminated for any reason. I will perminately lose all rights as a IBO. I shall not be eligible to sell Xedia products and services nor shall I be eligible to receive remuneration resulting from the activities of myself or my former downline sales organization. In the event of cancellation , termination or nonrenewal, I agree to waive all rights, including but not limited to property rights., to my former downline organization and to any bonuses, commission or other remuneration derived through the sales and other activities of my former downline organization. Xedia reserves the right to terminate all IBO Agreements upon 30 days notice if the Company elects to cease business operations or dissolve as a business entity.

5. I may not assign any rights or delegate my duties under this Agreement without the prior written consent of Xedia. Any attempt to transfer or assign this Agreement without the written consent of Xedia renders this Agreement voidable at the option of Xedia and may result in termination of my business.

6. I understand that if I fail to comply with the terms of the Agreement, Xedia may, at its discretion, impose upon me disciplinary sanctions as set forth in the Policies and Procedures. If I am in breach, default or violation of this Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.

7. Xedia, its directors, officers, shareholders, employees, assigns and agents (collectively referred to as ‘affiliates’) shall not be liable for, and I waive all claims to, consequential and exemplary damages against Xedia and its affiliates. I further agree to release Xedia and its affiliates from all liability arising from or relating to the promotion or operation of my Xedia business and any activities related to it (e.g., the presentation of Xedia products and Marketing Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and I agree to imdemnify Xedia and its affiliates for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operation my business.

8. The Agreement, in its current form and as amended by Xedia at its discretion, constitutes the entire contract between Xedia and myself. Any promises, representations, offers or other commissions not expressly set forth in this Agreement are of no force or effect.

9. Any waiver by Xedia of any breach of this Agreement must be in writing and signed by an authorized officer of Xedia. Waiver by Xedia of any breach of this Agreement by me shall not operate or be construed as a waiver of any subsequent breach.

10. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect.

11. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflict of laws. All disputes and claims relating to or arising from the Agreement, the rights and obligations of an IBO, or any other claims or causes of action relating to the performance of either an IBO or Xedia under the Agreement shall be settled as specified in Xedia’s Mediation and Arbitration Policy contained in Xedia’s Policy and Procedures. IBO WAIVES ALL RIGHTS TO A COURT OR JURY TRIAL EXCEPT AS SPECIFIED BELOW AND IN XEDIA’S POLICIES AND PROCEDURES.

12. The parties consent to jurisdiction and venue before any federal or state court in Williamson County, State of Texas, for purposes of enforcing an award by an arbitrator, for equitable relief, or any other matter not subject to arbitration as specified in the Policies and Procedures.

13. Louisiana Residents Only: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.

14. Montana Residents Only: A Montana Resident may cancel this IBO Agreement within 15 days of the date of enrollment and may return the ‘Welcome Starter Kit’ for a full refund within such time.

15. If a IBO wishes to bring an arbitration action against Xedia for any act or omission relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against Xedia for such act or omission. IBO waives all claims that any other statutes of limitations applies.

16. I authorize Xedia to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.

17. A faxed copy of this Agreement shall be treated as an original in all respects.

NOTICE OF RIGHT TO CANCEL

You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS DAYS from the date on which it was executed (FIVE DAYS for Alaska, Hawaii and U.S. Territories’ residents). If you cancel, any payments made by you under the contract or sale and any negotiable instrument executed by you will be returned within 10 BUSINESS DAYS following receipt by Xedia of your cancellation notice. If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk. If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract. To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice, or any other written notice, to Xedia Technologies, Inc. 106E Old Settlers Blvd., Suite 100E, Round Rock, Texas 78664, or send a fax to Xedia Technologies at 512.218.0983 NOT LATER THAN MIDNIGHT of the third business day (FIVE DAYS for Alaska, Hawaii and U.S. Territories’ residents) following the date on which you executed the Agreement.

Xedia Technologies, Inc. Policy and Procedures

The Application Agreement, Terms & Conditions and Compensation Plan along with these Policies & Procedures are specifically incorporated by reference into the Independent Contractor (hereinafter “Distributor”) Application & Agreement and have the same effect and force. Together, they form the Agreement between Xedia Technologies, Inc. (hereinafter “Company” or “Xedia”) and the Independent Contractor and are effective only upon acceptance of the Application by the Company, at its principal office at: Xedia Technologies, Inc. 106E Old Settlers Blvd., Suite 100E, Round Rock, Texas 78664 .

These Policies & Procedures are established to clarify and define the rights and responsibilities of the Company and it’s Independent Contractors (Distributors). They are provided as guidelines for both the Distributor and the Company to interact in the most effective manner. Since these materials can change from time to time, it is the responsibility of the Distributor to keep current regarding such changes and when sponsoring a new Distributor to make the latest updated materials (listed in first paragraph) available to the potential Distributor that s/he may review and agree to correct Agreement.

ADVANCEMENT

All advancement to a higher position is given upon reaching qualification.

ADVERTISEMENT

In order to maintain the integrity and accuracy of the Company image, stringent requirements and guidelines governing advertising and promotion by Distributor must be imposed. Distributors are prohibited from using any type of advertising using the name of Xedia Technologies, Inc. or its product line without the written approval of an executive of the Company. Misuse of the Company name or logo and its affiliated products and/or services diminishes the goodwill of the Company and affects all Distributors. No Distributor is permitted to advertise in any medium, other than personal contact or personal phone calls, until he/she has completed the Company Training Program.

Any prospective ads or scripts must be submitted for written approval. The Company must approve any advertising on the Internet using the Company logo, name, trademarks, products, etc., in writing except for replicable web sites.

AUTHORIZED PROMOTIONAL MATERIALS

Only those materials, which have been made available

AGE REQUIREMENT

The Distributor must be at least 18 years of age and of legal age in the state of residency.

AGREEMENT - THE TERM

The term of this agreement is one year from the date of this agreement. Each Distributor should renew this agreement by re­sponding to the notification sent by the Company at least 30 days prior to renewal.

As long as the Distributor responds to and continues to pay the annual renewal fee by upgrading and refreshing the expanding sales kit, the Distributor will maintain all rights and privileges.

Registration fees are nominal and payable with each registration. The fee is included in the purchase of the mandatory Sales Kit. Part of this fee covers the necessary record keeping provided by the Company for services Distributor receives.

Failure to renew can result in a Distributorship being terminated and your downline organization permanently transferred to your upline sponsor. Renewal of the Distributorship remains the responsibility of the Distributor.

AMENDMENTS

Since federal, state and local laws may periodically change as well as business practices, in order to maintain a current and viable business, Xedia Technologies, Inc. specifically reserves the right to make any amendments, changes and/or adjustments it deems necessary with respect to, but not limited to, any written materials (literature) and/or sales aids and/or products. Any such changes shall supersede any prior communication in relation to the part being changed and shall be incorporated as a part of the agreement between Xedia Technologies, Inc. and its Distributors within 30 days after notification. Notification will be given in one or more of the following ways:

Email

Included with personal product order

Included with Bonus or Commission payment

On Web Site

Special Mailing

BONUS PAYMENT

The Company pays the Distributor a commission and/or bonus for sale of product only after the Company has received good funds (in USD) for the total amount due the Company.

The Company must receive orders, with good funds, no later than 5:00 PM the last business day of the month in which it is to be counted.

Bonus payments are issued monthly for the previous month’s business and issues by the last day of the month.

To remain a Distributor and to continue receiving benefits, Distributor must remain in good standing with the Company.

The Company may offset against any bonuses due Distributor for any debt or debts due from Distributor to the Company. These debts can arise from cancellations or refunds in her/his downline organization. These may include, without limitation, underpayment, postage due, shipping charges, returned check (NSF) charges and debits accrued from refunds or returned products on which upline bonuses have been paid.

BONUS/COMMISSION ISSUES.

Any commission error generated by the Company computerized systems must be communicated and addressed in writing to Company administrative and support staff no later than 60 days after date of product purchase.

Any questions or disputes about bonus/commission calculations or checks must be raised with the Company Services Department within one calendar month after the payment date. All disputes must be submitted in writing. It is the responsibility of the Distributor to supply all essential supporting documentation.

A Distributor who cancels or is terminated shall receive full commissions and bonus for the last full pay period in which s/he was active prior to cancellation or termination less any amount(s) due Company.

WELCOME BUSINESS KIT

Any and all purchases are made at the sole discretion of the Distributor with the exception of the Xedia’s Welcome Business Kit that is sold at Company cost. Xedia Technologies, Inc. will buy back any unused Business Kits if the Distributor leaves the business. This sum is not a service or franchise fee, but rather is strictly to offset actual costs incurred by Xedia Technologies, Inc. for business materials that are essential to a Distributor, assuming the Distributor wishes to sell the product line, and, if they do not, XEDIA is not interested in them becoming a Distributor. Direct sales of product and encouraging others to sell product is the most essential part of being a XEDIA Distributor. The Company requires that the Distributor buy this sales kit. The policies and procedures, as well as the Distributor agreement and sales training materials are put in the Support and On-Line Support Package (SOSP) of Xedia’s Welcome sales kit so buying the business kit is essential. Company believes that this kit will be highly valuable and instrumental in causing sales for the Distributor and cannot imagine that the functions of a Distributor can be performed without it. Purchaser also gets a replicated web site for one year. The price for this SOSP is $49.95 including the web site. The following year the Distributor MUST renew the replicated web site and update all the materials in the kit for another $49.95. Doing so plus renewing the agreement renews the Distributorship. It MUST be done every year to continue as a Distributor.

CANCELLATION

The Distributor may cancel at any time and for any reason by notifying the Company and their sponsor in writing of their decision to cancel.
A Distributor who elects to cancel this Agreement or is involuntarily terminated loses all rights to bonuses, position and wholesale purchases. The terminated Distributor’s sales organization shall be transferred to her/his first active upline Distributor. The Distributor who is terminated or canceled will be eligible to reapply and may choose a new sponsor after six (6) months. A terminated Distributor that reenters the program may not sponsor any of her/his original downline organization.

CHANGE OF ADDRESS

Distributor requiring a change in his/her record (address, telephone number, etc.) must send a signed letter to Company Services Department requesting the change.

CHANGING – PUBLISHING MATERIAL

A Distributor has no authority to change, omit, add to, waive or discharge or alter in any way any provisions of publications or agreements issued by the Company. Distributor will not publish, distribute, telemarket or circulate advertisements on behalf of the Company or Distributor in connection with the Company products.

Any ads must have first been produced or approved in advance in writing by an executive officer of the Company.

Distributor can promote their business in any legal and ethical manner otherwise in compliance with the Distributor Agreement and Policies & Procedures. Distributor must not state or imply that the Company approves or endorses any privately produced motivational literature or training materials used within their own organization.

Distributor understands that the Company offers an approved web site and email address to its Distributor under the Company’s role to help its Distributors.
All Internet sites that mention Xedia Technologies, Inc. and/or its products or services must be preapproved by the Company in writing.

CLAIMS – PRODUCTS

Distributor will not make any claims of any kind (which can include personal testimonies) pertaining to the Company’s products except those given in official Company promotional materials.

Distributor, under no circumstances, will make claims concerning any Xedia Technologies, Inc. product or service and its usefulness or performance claim that has not been first advanced by the Company.

Distributors are expressly forbidden to imply that additional products or services WILL BE added or that enhancements to the Marketing (Compensation) Plan ARE forthcoming. Xedia Technologies, Inc. insists on very rigid adherence to this policy and will not tolerate false or misleading claims as to the value anticipated. Research shall always be presented as research with no claims about when research will be completed. Such goals shall always be presented as GOALS.

CLAIMS - INCOME

See INCOME CLAIMS

COMMITMENT

In order to properly promote Company products, services and the Compensation Plan, as well as to achieve the maximum potential for success, Distributor agrees to:

Become well acquainted with all Company materials, including the Independent Contractors Agreement, Rules & Regulations, Compensation Plan and Policies & Procedures.

Attend ( or review on video or DVD) training provided by the Company

Sell products/services at retail.

Know and comply with applicable state and local requirements.

Make no claims or guarantees concerning products or amount of money to be made other than those contained in Company literature.

Take responsibility for the training and education of those Distributors in their immediate sales organizations, whether personally sponsored or not.

Dress appropriately in business attire (as well as explain to your guests) when attending business presentations to further enhance your and the Company’s professional public image.

Ensure that all paperwork submitted to the Company is complete and accurate in accordance with the processing instructions and that paperwork is accompanied by full and complete payment.

COMMUNICATION CHANNELS

As a sponsor, it is the responsibility of each Distributor to answer all questions within their capacity asked by their downline. In the event the question cannot be answered, the questions should be directed to the next upline Distributor.

Contact the Company only after the chain of sponsorship has been followed. This system has been established to allow for efficient networking operations.

COMPANY

Xedia Technologies, Inc. is marketing a product line that has been sold nationwide through a network of dealers who have cooperated in this MLM concept to allow XEDIA to distribute the line. Xium Corporation is the research company that over more than two decades has put the product line together on behalf of Xedia Technologies, Inc. and XEDIA is entitled to the exclusive and worldwide marketing rights to these and any new products selected by Xedia Technologies, Inc. and advanced by Xium Corporation.

Xedia Technologies, Inc. markets its products and services through Independent Contractors, called Distributors. Each Distributor helps the Company by selling products that they purchase to their personal customers. Distributors also sponsor other Distributors.

COMPLIANCE

A Distributor will not be eligible for commissions and bonus, nor will s/he be allowed to sponsor another Distributor until a signed Distributor Agreement has been received and approved by the Company, and Distributor has purchased the SOSP.

The Company program is built upon sales of products/services to the end consumer. The Company recognizes that its Distributor may wish to also purchase products/services for personal and family use and gives commission for such purchases. However, the Company expressly prohibits purchases of products/services solely for qualification in the Compensation Plan.

CONFIDENTIAL INFORMATION

Xedia Technologies, Inc. will supply reports to its Distributors concerning the Distributor’s downline organization. The Distributor agrees that such information is proprietary and confidential to Xedia Technologies, Inc. and is supplied to the Distributor in confidence.
The Distributor agrees that she/he will not disclose such information to any third party directly or indirectly, nor use the information, directly or indirectly, to compete with Xedia Technologies, Inc.. Both Distributor and Xedia Technologies, Inc. agree that except for this agreement of confidentiality and non-disclosure, the Company would not provide the above confidential information to the Distributor. Violation of this confidentiality requirement is grounds for termination.

Upon termination, in any form, all copies of any Confidential Information in the possession of the Distributor, or under her/his control, or any copies, must be returned to Xedia Technologies, Inc. if requested. Distributor understands that this Confidentiality Information specifically survives the Distributor relationship for a period of not less than three years from the date a Distributorship is terminated for any reason.

Distributor, for a period of three years following the termination of this agreement, agrees that they will hold in confidence any confidential information that Distributor obtained during the term of her/his association with Xedia Technologies, Inc. and that Distributor will not use such items or information directly or indirectly.

COPYRIGHT

US Copyright Statutes protects Xedia Technologies, Inc. materials. All rights are reserved, including the right to alter, revise and reprint these materials in whole or in part.

Reproduction in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system is not permitted now or in the future without the prior written con­sent of the owner of the copyright.

Because of the copyright (and the technical information required to market the Company opportunity), no one shall have the right to reproduce for personal use or for sale any marketing materials, literature, logos, recorded Company events, speeches, flyers, videos, brochures or other aids relevant to Xedia Technologies, Inc. without prior written consent of the Company.

This policy includes any advertising on the Internet. A Distributor may not use Company name, logo or product names on a web site that has not been approved by the Company. Producing or using unauthorized materials will be grounds for immediate termination.

CORPORATIONS, SOLE PROPRIETORSHIPS & PARTNERSHIPS

Corporations, Sole Proprietorships and Partnerships may become a Distributor. However, one individual must be designated as the responsible party for the Company’s actions and must sign the Distributor application. Commission and Bonus checks will be made payable to the business entity.

When a Partnership applies to be a Distributor, the Distributor agreement may be submitted in the name of the Partnership but must include the name and signature of at least one general partner authorized to execute contracts for the Partnership. In addition, a Corporation/Partnership form must be submitted providing the names and Social Security numbers (assuming they have them) of all partners. All partners are jointly and severally liable for any indebtedness or other obligation to the Company.

Partners may not be individual Distributors, nor partners, principals, or shareholders of another Company Distributorship in this program. This does not apply to active Distributors who wish to change their status from individual Distributor or Partnership to a Corporate or Trust Distributorship under their existing sponsor. The request must be received by the Company by the 15th of the month and approved in order to be effective on the first of the following month.

Company may require notarized documents before implementing any changes to a Xedia Technologies, Inc. business that normally takes about 30 days for processing after the receipt of the request.

DISCLAIMER

Income examples, as expressed, are strictly meant to illustrate how commissions are earned in the Xedia Technologies, Inc. Compensation Plan. EXAMPLES ARE NOT MEANT AS INCOME PROJECTIONS, nor are they indicative of a Distributor's existing or future income.

DISCONTINUED ITEMS

Discontinued items and new items will be listed at the Xedia Technologies, Inc. web site. Also listed are items that are back ordered or are no longer available.

DISTRIBUTOR DEFINITION

* A preferred Customer and/or Distributor is one who has filled out and submitted an Independent Contractor (Distributor) Application and Agreement Form that has been accepted and approved by Company. The Distributor, once application has been accepted, may purchase product from the Company at the Distributor cost and may begin to sponsor others into her/his downline organization.

* Company reserves the right to accept or reject anyone as a Distributor. If Company rejects an application, notification of such rejection will be given within thirty (30) days from the date the Application and Agreement Form was received at the Company Corporate Office.

* Distributor may have only one sponsor and should choose that sponsor wisely, one who will help them in the business. A partnership or corporation may be a Distributor. However, no individual may participate in more than one (1) sales organization.

* Distributor may sponsor his/her spouse to operate as an independent business.

* Married couples may become a Distributor either as joint applicants with the same business interest or as individual applicants with separate business interests. If spouses elect to be separate, they must be personally sponsored by each other or the same person and placed in the same group or sales organization.

* If a husband and wife, acting as joint applicant Distributors, divorce they must notify the Company in writing, signed by both parties, indicating how the Distributor position is to be owned thereafter. In the absence of a written agreement signed by both parties, Company or a court of competent jurisdiction shall decide the ownership.

DISTRIBUTOR / INDEPENDENT CONTRACTOR

Applicant is, upon acceptance, an Independent Contractor, called Distributor, conducting business for her/his own account and not an agent, employee or franchisee for the Company.

As such, Distributor must provide her/his actual Social Security or Federal Tax ID Number for tax reporting purposes. The Distributor further understands that s/he will not be treated as an employee in regard to any laws covering employees. These include, but are not limited to,

* Federal Insurance Contributions Act (FICA),
* Social Security Act,
* Federal Unemployment Tax Act,
* Income Tax withholding at the source
* Federal or state taxes and Local license fees that may become due as a result of  activities under this agreement.
The Independent Contractor shall be responsible for obtaining any licenses required by law.

DISTRIBUTORSHIP

Only a Distributor who is in good standing in the program can sponsor someone wanting to become a Distributor. Distributor must be relatively easy to contact by Xedia Technologies, Inc. and her/his Distributors.

The Company does not require a Distributor to sponsor anyone to participate as a Distributor in the Company program. Commissions or Bonus earned are not based on sponsoring or recruiting but are only paid on sale of product.

Distributor determines her/his own methods of promoting sales, providing they are in compliance with these Policies &Procedures. Distributor determines own hours of operation, supplies and pays for items needed to operate her/his own business. In the event that more than one-person sponsors a prospective Distributor an evaluation will be necessary to determine who has the sponsoring right. The date on the application form will be the first criteria for evaluation. The Company’s corporate office will use its best judgment to determine who the sponsor will be.

Distributor Organization (Distributorship) may be transferred by sale or bequest, provided that new entity is able to fully function in a manner that enables them to conduct Xedia Technologies, Inc. business in accordance with the Application form, Terms & Conditions and Policies and Procedures. Xedia Technologies, Inc. reserves the right to approve or disapprove the proposed new owner as an acceptable Distributor.

Prior to approval, Xedia Technologies, Inc. must receive a new Distributor Application & Agreement Form (or a Distributor Business Transfer Form). Forms must be completed in full and signed by the appropriate individual(s).

EXPENSES

Any and all expenses arising from their business operations are the sole responsibility of Distributor, including, but not limited to legal costs, telephone expenses, advertising, etc.

A Distributor is an Independent Contractor and may not represent by implication or otherwise that s/he is an officer, employee, agent or owner of the Company and as such cannot bind or contract the Company in any manner.

Company does not accept collect calls.

ETHICS

Xedia Technologies, Inc. conducts business in an ethical and credible manner and expects its Distributors to act in the same fashion when dealing with their customers, each other, Distributors in other Network Marketing companies or the Company. Company will intercede to correct unethical activity on the part of any Distributor regardless of rank. Verified unethical activities will be justifiable cause for termination.

GRIEVANCE

When a Distributor has a grievance or complaint with another Distributor regarding any practice or conduct in relationship to the Xedia Technologies, Inc. business, s/he should first report to their highest upline Distributor. That Distributor should review and try to resolve the matter with the other party's highest upline Distributor. If the matter is not resolved, it must be reported in writing to Xedia Technologies, Inc. offices. The President’s Advisory Board will review the facts and try to resolve the grievance. If it is not resolved, the matter will be referred to the Corporate Executive Board for final review and determination.

GOVERNING LAWS

These rules are governed by the laws of the State of Texas and Distributor and Xedia Technologies, Inc. shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie within the place of acceptance of the Independent Contractor Application and Agreement, Austin, Texas.

ID NUMBER (ID#)

Your Social Security or Federal ID Number must be on an application form and must appear on all order forms and correspondence to the Company. In the event you do not have, or are unwilling to provide a social security number, you can waive this requirement. The Company will keep all Social Security numbers and personal information confidential and will give each Distributor a Xedia Technologies, Inc. Identification Number.

INCOME

Distributor is entitled to income based on the Company Compensation Plan. Distributors derive income only on the sale of products by either themselves or those in their downline organization.

INCOME CLAIMS

Income projections, including those based solely on mathematical projections without regard to probable sales success may not be made to prospects except those shown in company literature.

Xedia Technologies, Inc. believes that the income possibilities are substantial enough without having to exaggerate or misrepresent the potential. Xedia Technologies, Inc. will not tolerate false income projections made to either a customer or prospective Distributor.

It is unlawful to make false or misleading representations as to income and/or potential income.

It is unlawful to show someone else’s check(s).

Distributors are not guaranteed a specific income.

Financial success as a Distributor can come only from sale of Company products to the end consumer, building a sales organization and training that organization to sell, sponsor, and train.

INCOME TAX

Distributors are independent contractors for federal and state income tax purposes and do not have income taxes withheld from commissions.

Distributors are responsible for reporting and paying income taxes to local, state and federal authorities.

Company will provide an IRS Form 1099 to the IRS and Distributor annually in accordance with federal laws. A copy of such form may be obtained from the Company.

Please keep in mind there are many tax benefits available to independent contractors under the provisions of the existing tax laws. Distributors are responsible for contacting proper taxing authorities or an accountant for up-to-date information on tax laws. While there may be Distributors who feel they are exempt from taxation, the Company will file the 1099 as they are required to do, and what happens after that will be between the individual and the IRS.

INDEMNITY AGREEMENT

Each Distributor agrees to indemnify and hold harmless Xedia Technologies, Inc., its officers, agents, directors and assigns, against any claim, demand, liability, loss, cost or expense, including but not limited to attorney's fees and costs arising out of, or alleged to arise, in connection with Distributor's business or conduct.

INHERITANCE

Upon the death or incapacity of the Distributor, the Distributor position and all rights will pass to the legal successor. Company requires photocopies of the Death Certificate (or a doctor’s statement) and a certified Will, court order or other appropriate legal documentation before the transfer will be effective. That person(s) inheriting the position must then sign a Distributor Agreement in their name and abide by the Agreement, Terms & Conditions, the Compensation Plan and these Policies and Procedures.

INSUFFICIENT FUNDS

If any check, credit card or any other type of payment used to purchase products or other items from the Company is returned for insuffi­cient funds, the person issuing the check shall be subject to an additional $25.00 or the amount will be deducted from the following bonus check. If a second check is returned for insufficient funds, the Distributor will forfeit certain rights and privileges including eligibility for commissions until such time as matter has been cleared.

INSURANCE – PERSONAL

A homeowner’s policy, or your automobile insurance policy, do not cover anything to do with your business as to theft or damage to products or equipment either in your home office or when attending to business outside the home. The same holds true concerning business related injuries. Check with your insurance company(s) ASAP as to your position. Usually a “rider” can be place on the policy to protect you in business related actions.

INTERNATIONAL

Selling of Product and Recruiting is permitted only in the United States. Xedia Technologies, Inc. shall not ship to any country outside of the USA and Canada, nor will its service personnel service equipment outside of the USA or Canada, or answer technical questions in any language other than English. It is the intent and goal for Xedia Technologies, Inc. to someday extend this program to the entire world. Ample notification shall be provided all the distributors in advance of that happening.

INVENTORY

Xedia Technologies, Inc. has no specific inventory requirements for its Distributors.

INTERNET

An Independent Contractor may use the Company web site.

The Company must approve any site using the Company name or the Xedia Technologies, Inc. logo.

Absolutely no Spam

Distributors wishing to establish a domain name, which includes in whole or in part any Xedia Technologies, Inc. name or trademark or products or events or anything to do with Xedia Technologies, Inc. in any way, must first obtain written approval from Xedia Technologies, Inc. Corporate.

LAWS

The Company, recognizing that some laws and/or rules may change from time to time and/or differ from state to state, honors the prevailing law or rule in any state. The changing of a policy and/or procedure does not automatically alter any other policy or procedure, which remains in force.

The Company does not discriminate in its acceptance of Distributors because of race, creed, sex, color or national origin.

Federal and state regulatory agencies do not approve or endorse direct selling/network marketing companies. Therefore, Distributors may not represent or imply, directly or indirectly, that Xedia Technologies, Inc. has been approved or endorsed by any governmental agency,

MEDIA

To maintain accuracy and the correct Company image, all requests for interviews intended for the media in any form and in any way concerning the Company and/or its officers, shall be forwarded to the Company for determination as to whether or not such interview should be granted. Only an officer of the Company may speak on behalf of the Company. Any such determination by the Company shall be final and any action by Distributor contrary to such decision shall result in the termination of this agreement.

Xedia Technologies Distributors are prohibited from employing paid/unpaid media forms (including, but not limited to, Intranet, Internet, news releases, articles and talk show appearances) to publicize Xedia Technologies, Inc. or its products without the written approval of Xedia Technologies, Inc.

METHOD OF PAYMENT

Visa, Master Card, American Express, Discover/Novus or eCheck bank wire can pay for Distributor’s orders. All funds should be in United States Funds (USF). The Company does not ship COD.

Distributor is aware of the quality of products offered by the Company and the other costs and contractual obligations that occur when she/he purchases products from the Company. Distributor understands that she/he maintains a greater responsibility when ordering on a credit card account as an informed Distributor than when ordering as an average customer. Distributor waives the right of cancellation or refund directly through the credit card company on any order placed on a Visa/Master Card/American Express/Discover account(s). Any order returns, refunds or exchanges shall be done through Xedia Technologies, Inc. and not through Visa or Master Card or American Express or Discover.

NAMES / PRINT OUTS

The identities of Xedia Alternative’ Distributors are considered trade secrets and therefore considered proprietary information and shall not be sold, released or otherwise disclosed to anyone at any time for any reason.

NETWORKING

Cooperation among Distributors within the same downline (networking) leads to the total success of all concerned. This also holds true for Distributors in different lines of sponsorship. Networking with other Distributors can result in many benefits such as:

The costs and responsibility of training sessions, meetings and advertising being divided by Distributors.

Larger and more productive meetings can be arranged, resulting in additional enthusiasm, excitement and success.

The creation of reciprocity among Distributors.

An increase in number of personal contacts that could be helpful in social and/or business situations.

NON-COMPETITION / NON-SOLICITATION

Distributor agrees during their Distributorship and for a period of 36 months following resignation, non-renewal or termination of Distributorship, Distributor will not directly or indirectly attempt to sell, license or provide the same or similar products or services as are now provided by Xedia. Distributor will not solicit, directly or indirectly, other Xedia Distributors in order to sell, offer to sell, or promote similar products. Furthermore, Distributor will not solicit business from, or affiliation with any of Xedia’s clients or prospective clients; this includes, but is not limited to Distributor’s clients.

NON-WAIVER

Xedia Technologies, Inc. reserves the right to waive any provision of these Policies & Procedures. However, failure of Company to exercise any rights in any area of this Agreement shall not constitute a waiver of the Company’s right to demand compliance therewith. Waiver of any requirement may only occur by express written waiver executed by an executive officer of Xedia Technologies, Inc.. Any waiver shall not constitute or operate as a waiver of any prior or subsequent breach of said area or any other area, term or condition.

NOTICES

Written notices between the Company and its Distributors are effective as follows:

All notices to the Company are effective when received by the Company at Xedia Technologies, Inc., Inc. (Company) at its principal office, shown on front of these policies.

All notices from the Company are considered effective when deposited in the US Mail or via Email to the Distributor’s last known address.

Notices to Distributors as a group may also be contained in other Company communications, such as newsletters, on the Internet or by Company voice/fax.

NOTIFICATION OF CHANGES

Distributor shall have the responsibility to promptly inform the Company in the event of a change in their name or address. Such notifications shall be in writing addressed to the Company clearly showing their previous and current details.

OFFICE HOURS

The Company office is open between 8:30 AM and 5:00 PM Central Standard Time, Monday through Friday and during scheduled meetings. The office is closed Saturday and Sunday and for all United States legal holidays. During other hours, it can always be reached via its Email address.

ORDERS

All orders must be paid as stated in METHOD OF PAYMENT POLICY. All forms of payment are to be made payable to Xedia Technologies, Inc. in United States Funds (USF). Personal checks must clear the home office bank before any shipment is made. Any missing information can result in your order not being processed and returned to you. All Distributor applications and customer orders must be sent to the Company within 72 hours from the time they are received by the Distributor.

PURCHASING REQUIREMENT

No person is required to purchase Xedia products, services or sales aids. Any and all purchases are made at the sole discretion of the Distributor with the exception of a $49.95 Welcome Business Kit that is sold at Company cost. That kit is required to be purchased by ALL Distributors and renewed every year. Xedia Technologies highly recommends the purchase of this kit, and does REQUIRE it for a Distributor to get involved. Xedia Technologies, Inc. will buy back any unused Welcome Business Kits if the Distributor leaves the business. This sum is not a service or franchise fee, but rather is strictly to offset actual costs incurred by Xedia Technologies, Inc. for business materials that are helpful to a Distributor.

No commissions or bonus is paid on the REQUIRED Xedia’s Welcome Business Kit.

Distributor should make clear in each business presentation that absolutely no inventory purchase is required to market Company products. It should be stressed that Distributor can build their business selling Company products on a commission-only basis.

The one and only objective of the Company Compensation Program is to promote the use of Company products/services to satisfied customers. The sale of wholesale products is not the goal-but rather usage of products by the consumer. There is no price fixing, but there is a suggested retail that is the basis for the calculation of all commissions and discounts for Distributor sales and purchases. ALL commissions are calculated from the suggested retail, and not from whatever price the Distributor actually sold the product. In the event that a Distributor sells a product for less than the percentage designated in the current compensation plan under the suggested retail, it shall be the responsibility of the Distributor to make up the shortfall to the Company in advance of the shipment of the product to the customer. In the event a Distributor sells a product for more than the suggested retail (although that is strongly discouraged) the additional income shall be paid to the Distributor in addition to the published commission for the suggested retail.

This program is not about acquiring Distributors who do not sell products. This program is about obtaining performing Distributors who sell to customers for the Xedia Technologies, Inc. product line.

REFUNDS/INVENTORY RETURNS

Prior to returning any Company sales aids/literature, Distributor must obtain a Return Authorization from Company. To acquire this authorization you must submit written documentation and call Company Distributor Services Department. A Return Authorization number will be assigned to the Distributor and products or acceptable sales aids/literature items must be shipped to Company Corporate Office, freight prepaid, by the Distributor with the Authorization Number affixed to the outside of the package. All returns must be in their original, resalable condition. Refundable items do not include audiotapes, videotapes, CD’s or software and should not be returned.

RENEWAL

Your Distributor Agreement expires annually on the last day of the month in which you became a Distributor. Notification of the renewal date will be sent at least ninety (90) days prior to the expiration date. While there is one required purchase to become a distributor, there is also a renewal cost to remain one. In order for the company to maintain the replicated web site and, on behalf of the Distributor, to update sales materials for the Distributor, that Distributor MUST pay an additional $49.95 at the time of renewal of the Distributor agreement. For those who have applied to renew their Distributor agreement, Xedia Technologies, Inc. will assume they wish to continue this support and will automatically deduct the amount due from current Distributors bonus check or charge their on file credit card.

Failure to renew the contract annually results in the loss of all Distributor rights, removal from the marketing structure, forfeiture of future bonuses, and loss of sales organization. In the event a Distributor has not caused any personal product sales within the previous year of their agreement as a Distributor shall NOT be renewed under any condition. Distributors who terminate based on non-renewal, or are terminated for lack of performance, may reapply within sixty (60) days, but must begin at the entry level without their previous sales organization.

In the event a Distributor has been inactive for six consecutive months, even in the recruitment of serious Distributors, Xedia Technologies, Inc. has the right to terminate the Distributorship prior to the year’s end.

REPACKAGING OF PRODUCTS

Xedia Technologies, Inc. products cannot be repackaged, relabeled or tampered with in any way.

RESHIPMENTS

If after three (3) attempts at delivery your parcel is returned to the Home Office, you will be responsible for reshipping charges.

RETAIL ESTABLISHMENTS

Distributors may not sell or display products or literature in any retail outlet without written Company approval. This does not prohibit any other type of retail owner from being a

Distributor and is meant to protect the Distributor and the Customer. Distributor can promote products at fairs and trade shows with the condition that the products are not shown or displayed with any other products that are sold via Direct Sales, Network Marketing or Multi-Level Marketing.

RETAIL PRICE/RETAIL SALES

The Xedia Technologies, Inc. program is built on retail sales to the ultimate consumer. Xedia Technologies, Inc. recognizes that Distributors may wish to purchase products in reasonable amounts for their own personal use.

For this reason, Xedia Technologies, Inc. will recognize as a retail sales purchase by non-participants and/or purchases by Distributors for personal or family use in reasonable volume which are not made for purposes of qualification or advancement. It is Company policy to strictly prohibit the purchase of products in unreasonable amounts solely for the purpose of qualifying for bonuses or advancement in the compensation plan.

The Company offers an inexpensive Fast Start Kit of products available to all Distributors who want to get going on their way to obtaining rank and advancement by being able to demonstrate and try some of the faster selling items. It is an OPTIONAL assortment of products at a discount that the Company believes will assist rapid advancement. Commissions on this Fast Track Pack are different than on all other product sales.

The Company publishes a suggested retail price (SRP) for each of its products. Distributors are not required to sell Xedia Technologies, Inc. products at SRP when they purchase from the Company to resell to a customer. They may set their own pricing. Commissions are ONLY based upon the suggested retail. (SEE PURCHASING REQUIREMENTS ABOVE.)

The Company Retail Order Forms are available through their backoffice of their replicated website and are required for all sales to consumers if orders are unable to be taken through their company sponsored websites. All sales carry the Company Retail Sales Warranty and Consumer Protection Statements required by law. It is recommended that you keep a copy of all sales receipts for a three-year period. Company may request retail receipts from the Distributor.

RETURN OF PRODUCT- TERMINATED DISTRIBUTOR

All current sales aids and Welcome Business Kits in resalable condition purchased within three months prior to termination may be returned (shipping prepaid by Distributor) to Company. Company will repurchase such products at (80%) of original price, less any bonus or commissions paid to Distributor. Company may also charge back to the Distributor’s upline any commissions or bonuses received or paid on the product that is returned by Distributor.

To return product, Distributor must call company and get an Authorized Return Number that must be clearly marked on outside of returned merchandise.

SALES & USE TAXES

Many states, county and local governments, based on suggested retail prices, levy Sales & Use Taxes. All products and sales aids are subject to a sales tax payable at time of purchase. These taxes are collected on the retail price by the Company and paid to the appropriate agencies.

SALES AIDS, BUSINESS KITS AND LITERATURE AS INVENTORY

Although not mandatory, a Distributor should carry a sufficient inventory of supplies, such as brochures, order forms, sales aids and Welcome Business Kits to meet the needs of their organization. These items are noncommissioned and do not carry a discount. Items may be ordered by using the official Company Sales Aid Order Form.

SEVENTY (70%) PERCENT RULE .

The Company program is built upon retail sales of products/services to the consumer. It is Company policy to strictly prohibit the purchase of products/services solely for the purpose of qualifying for commissions or bonuses. Distributor must not purchase any excessive inventory nor encourage others to do so. To this end, when purchasing products from Company, Distributor is required to certify that at least 70% of all previous orders have been sold at retail. Violation of the 70% rule will cause forfeiture of any commission or bonuses for those otherwise qualified or in such cases, suspension or termination.

SHIPPING AND HANDLING

All Business Kits must be sent to a street address. P O Box numbers, general delivery nor COD orders will be accepted.EXCEPTION:A few rural areas receive only PO Box and General Delivery and this must be indicated. United States Postal Service (USPS) is the usual form of shipment. The ordering Distributor (we recommend that the Distributor pass this on to the customer) absorbs all shipping and handling costs.

Xedia Technologies, Inc. reserves the right to make all shipments to customers and Distributors the best, least expensive way.

SPONSORING

Any Distributor, who sponsors another Distributor, must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored. Distributor must have ongoing contact, communication and management of such supervision with his or her sales organization.

Examples of such supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, training sessions, accompanying individuals to Company training and sharing genealogy information with those sponsored. Distributors should be able to provide evidence to the Company if requested quarterly of ongoing fulfillment of sponsor responsibilities.

Sponsoring forms an enforceable business relationship between two Distributors. The Company has the responsibility to help protect these relationships and cross sponsoring in any form constitutes grounds for termination and possible litigation.

TAXES

Distributor agrees to accept sole responsibility for all self-employment, Social Security, federal and state income taxes and any other taxes on income earned as a Xedia Technologies, Inc. Distributor. The Company will file Form #1099 or equivalent on each Distributor who has earned in excess of six hundred dollars ($600.00) at the close of the calendar year for the amount of commissions and bonuses earned under this agreement. Xedia Technologies, Inc. has an obligation to advise the IRS of earnings and is in no way involved in whether or not the Distributor is required to pay any taxes on them, that is between the Distributor and the IRS. In fact, Distributors who do not have social security numbers are certainly welcome to participate in this program, since that is none of the business of Xedia Technologies, Inc.. The Company will report as required and whatever happens after that is no concern of the Company.

Distributor agrees that the Company will not be liable whatsoever for city, county, state, and federal taxes or other fees pertaining to efforts and earnings of the Distributor.

TELEPHONE

Distributors may not answer their phone in any manner that would indicate to callers a reason to believe that they have reached the Corporate Offices of Xedia Technologies, Inc.. In their initial greeting a Distributor may not use the name Xedia Technologies, Inc..

TELEPHONE DIRECTORY

The approved telephone listing for all telephone publications is:

Xedia Technologies, Inc.

“Independent Contractor“

Name, Address, Phone number

TERMINATED DISTRIBUTOR

See Return Product

See Violations of Agreement

See Confidential Information

TERRITORIES/FRANCHISES

Distributor shall not represent that any exclusive territories or franchises are available under the Company marketing program or that Distributor has the authority to grant exclusive rights for the Company products to anyone. There are no exclusive territories.

TESTIMONIAL RELEASE

In consideration of its possible use of your appearance, statements and/or materials supplied by you in written, spoken or visual form, Xedia Technologies, Inc. will have the right: ·

To edit, broadcast and/or to print said material and the right to license others to use these rights.

· To use your name, likeness, voice, biographical information and the material supplied by you for proposed advertising, publicity and sales promotion.

· Xedia Technologies, Inc. use of your appearance, statements and or material as described above will not violate the rights of any person or organization and will not incur any liability for payment to any person or organization. Said statements will be honest and truthful.

TRAINING

A Distributor who recruits other Distributors as part of their sales organization is required to ensure that the new Distributor is properly trained.

TRANSFERRING OR SELLING YOUR XEDIA BUSINESS

Distributors may assign or transfer their business by bequest to a member of their immediate family (parent, husband/wife, children, brother, sister) and no other, upon written consent of the Company.

The person to whom the business is being assigned or transferred must accept legal responsibility for all terms and conditions of the Distributor Application and all attachments, in writing.

If Distributor chooses to sell his business, the Distributor position must be offered in writing, first to the seller’s sponsor, then to the sponsor’s sponsor, up to a maximum of two (2) levels. If the upline sponsors decline the offer, the Distributor may offer the position for sale to anyone who does not already participate in a Distributor position. In other words, if the upline sponsors decline the offer, then the position may be sold to someone outside Company. The offer must be on the same terms and conditions as to the upline sponsors. The Company reserves the right to approve the transaction. Distributor who sells his/her position shall not be eligible to re-qualify as Distributor for a period of at least six (6) months after the Company has approved the sale in writing.

UNETHICAL ACTIVITY

Xedia Technologies, Inc. will not permit activity that it considers unethical or unprofessional and will intercede when it deems such behavior is evident.

Xedia Technologies, Inc. reserves the right to use its sole judgment in deciding whether certain Distributors activities are inappropriate and if determined to be so will act accordingly. Examples of such activity include, but are not limited to:

Promoting or selling other companies products at any Xedia Technologies, Inc. functions or use the Company forms or printed materials or its name, prestige, or drawing power in conjunction with or in support of any other activities. Such action is cause for termination.

Using the Xedia Technologies, Inc. genealogy reports for other than intended purposes.

Sponsoring or attempting to sponsor or approaching another Xedia Technologies, Inc. Distributor into another Direct Sales, Multi-Level Marketing and/or Network Marketing Company except for her/his personally sponsored Distributors.

Participating in any action that causes another Distributor to be sponsored /recruited through someone else into another Company.

Making claims

Making false income projections

Writing bad checks to Company or other Distributors or anyone.

Any conduct that discredits Xedia Technologies, Inc., its Distributors or violates the law.

Spam

Inappropriate use of the Internet

Violation of any of these Policies & Procedures guidelines.

USE OF COMPANY NAME, LOGO

The Distributor may use the Company name or logo in directory listings and on business cards or letterhead, provided there also appear thereon the words “Independent Distributor.” No other use of the Company name or logo is permitted without prior written consent of the Company.

The Company’s name may not be used with the name of ANY OTHER COMPANY in any advertisement, business card, letterhead, etc.

VIOLATIONS OF AGREEMENT

Distributor understands that any violation of these Policies & Procedures jeopardizes the integrity and standing of all Distributors.

Violations or infractions of any part of the Agreement, Terms & Conditions, Policies and Procedures or Compensation Plan should be reported immediately to the Company indicating all the pertinent facts (date, time, place, names of all persons involved, etc.). After receiving a signed complaint, the Company will assign a person or persons to investigate the matter and take appropriate action, including termination of the Distributor, if necessary.

The Company will not permit activity that is unethical. Even though the line between aggressive marketing efforts and unethical behavior can be vague, the Company will intercede when unethical behavior is evident and reserves the right in its sole discretion to determine whether an unethical practice has been committed and the appropriate action to be taken. The Company will not employ sanctions lightly, nor will the Company be arbitrary or unfair in their use.

When the Company does decide to terminate a Distributor, a NOTICE OF INTENT TO TERMINATE will be sent to the offending Distributor by certified US Mail, indicating the reasons for termination, and giving him or her 10 working days from the date of receipt to respond in writing.

If a Distributor responds, the Company will consider any new information submitted and render a final decision in writing to Distributor within thirty days of receipt. Failure of the Distributor to respond to any charge will be considered acceptance of the termination.

Once a Distributor is terminated, her/his downline will be distributed according to this Agreement.

All disputes and claims relating to Xedia Technologies, Inc., the Agreement, Compensation Plan, products, the rights and obligations of an Independent Distributor or any other claims or causes of action relating to the performance of either an Independent Distributor or Xedia Technologies, Inc. shall be settled totally and finally by arbitration.

Such action shall take place in Williamson County, Texas or in such location as Xedia Technologies, Inc. prescribes, in accordance with the Federal Arbitration Act and the rules of the American Arbitration Association. Should the laws of the state in which a Distributor resides expressly require the application of its laws, that state’s law shall govern all issues related to jurisdiction and venue.

There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with preference being an attorney knowledgeable in the direct selling/network marketing industry, selected from the panel the Association provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.

If a Distributor files a claim or counterclaim against Xedia Technologies, Inc., a Distributor shall do so on an individual basis and not with any other Distributor or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Notwithstanding the foregoing, the arbitor shall have no jurisdiction over disputes relating to the ownership, validity or registration or any mark or other intellectual property or proprietary confidential information of Xedia Technologies, Inc. without the Company’s prior written consent.

Xedia Technologies, Inc. may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owning to Xedia Technologies, Inc.. In addition to monetary damages, Xedia Technologies, Inc., Inc. may obtain injunctive relief against a Distributor for any violation of the Agreement and for any violation or misuse of Xedia’s trademark, copyright or confidential information policies.

This statement of the Policies & Procedures is incorporated into the Distributor Application and Agreement, the Terms & Conditions and together with the Compensation Plan constitutes the entire Agreement of Xedia Technologies, Inc. and the Distributor whose name appears on the Application Agreement regarding their business relationship.

Xedia Technologies, Inc. trusts that with these guidelines, the Distributor and the Company will act in the best interest of all. That both will conduct their businesses in a manner that reflects the highest standards of honesty, integrity and responsibility toward customers, other Distributors, the Network Marketing industry and the public, observing the spirit as well as the letter of the law and this agreement.

 

DISTRIBUTOR AUTOSHIP PROGRAM AGREEMENT

The Xedia Autoship Program (”Program”) is a standing order that is automatically shipped to a Distributor or Client (collectively ‘Participant’) each month. Program Participants agree as follows:

1. Participants specifies those products and the respective quantities of each product they wish to have automatically shipped each month by listing them on the front of this Agreement.

2. By signing the Autoship Application, the Participant authorizes Xedia to automatically charge his/her credit card for each Autoship order plus shipping, handling, and applicable sales tax. Credit cards may be charged up to seven days prior to the shipping date. Participants agrees to hold Xedia harmless for all damages, including but not limited to special, consequential, direct and/or indirect, resulting from  any wrongful charge to Participant’s account.

3. Autoship orders are normally shipped on or about the day or the month selected to ship (on the 7th, 14th and 21st of each month).

4. Program orders must be a minimum of $60.00 at Wholesale Price. Participants may change their autoship order, payment method, and delivery address by submitting written notice of changes to Xedia at least 14 days prior to the next scheduled Autoship date. Change requests received within 14 days of the next scheduled ship date will take effect in the month after the next scheduled shipment date.

5. Xedia reserves the right to change the prices of any products in its product line, and to discontinue any products in its line, including those products selected as part of an autoship order. Announcements of price changes will be issued at least 30 days before going into effect. Xedia will continue to ship selected products following a price change unless the Participant changes his/her order at least 14 days before the next scheduled shipment date. Xedia further reserves the right to change shipping charges upon 30 days advance notice. Xedia will not issue advance notice of discontinued products. Increases in sales tax charges are subject to change without notice.

6. Xedia may terminate this Agreement without notice if the credit card(s) to which a Participant has authorized charges becomes expired, cancelled, or charges declined by the bank issuing the card for any reason.

7. Participant may cancel his/her participation in the Program at any time by submitting cancellation to Xedia. Written cancellation must include Participant’s printed name, signature, address, Distributor or Client I.D. number and notice of cancellation. Cancellation will be effective in the calendar month in which it is received by Xedia so long as the credit card has not already been charged for that month’s order. If written cancellation notice is received after the account has been charged, the cancellation will become effective in the following month.

8. Xedia’s standard return and refund policies apply to Autoship orders.

9. Xedia reserves the right to amend the Program requirements at its sole discretion upon 30 days advance notice.

10.       Xedia may discontinue the Program without advance notice. For Xedia Participants, this Agreement does not supersede or modify the terms and conditions of their Independent Business Owner Application and Agreement or Xedia’s Policies and Procedures. You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS DAYS from the date on which it was executed (FIVE DAYS for Alaska, Hawaii and U.S. Territories’ residents). If you cancel, any payments made by you under the contract of sale and any negotiable instruments executed by you will be returned within ten (10) BUSINESS DAYS following receipt by Xedia of your cancellation notice. If you cancel, you must make available to the seller at your residence, in substantially as condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk. If you do make the goods available to the seller and the seller does not pick them up within twenty (20) days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract. to cancel this transaction, mail or deliver a signed and dated copy of the Cancellation Notice, or any other written notice, to Xedia, 106E Old Settlers Blvd., Suite 100E, Round Rock, Texas 78664, or send a fax to Xedia at (512) 218-0983 NOT LATER THAN MIDNIGHT of the third business day (FIVE DAYS for Alaska, Hawaii and U.S. Territories’ residents) following the date on which you executed the Agreement.

Important Notice: Each XPS system except the XPS100 must be installed by a licensed electrician.

XPS Installation Verification Certification Requirement

The installation of all XPS products except the XPS100 must be verified in writing by the customer/end-user. Each XPS system except the XPS100 is shipped with a XPS Customer Installation Certification Form. This Form Must Be Completed In It’s Entirety Including The Appropriate Signatures And Sent To Xedia Corporation Within Ten (10) Business Days Of The Installation Date To Activate The Product Satisfaction Guarantee and the Warranty. Failure to submit the XPS Customer Installation Certification Form may result in the forfeiture of all rights and privileges with regard to the money back guarantee policy and the manufacturer’s warranty.