GoHerbalife.com Subscription Agreement

Transcription

1 GoHerbalife.com Subscription Agreement It s important that you read the GoHerbalife.com Subscription Agreement below. If you agree to all the terms, simply accept and click continue to complete your subscription to GoHerbalife.com. I. GENERAL 1. As specified on an earlier screen presented to me in the application process, I am applying to subscribe to the GoHerbalife.com Websites Service ( GoHerbalife.com ) as it is provided generally from time to time by Herbalife International of America, Inc. ( Herbalife ) to authorized Herbalife Independent Distributors who subscribe to GoHerbalife.com. I understand that GoHerbalife.com may change from time to time without advance notice, and that the specifications for GoHerbalife.com in effect at any time will be available to me at or such other web location as may be identified to me from time to time by Herbalife. Herbalife may suspend or terminate GoHerbalife.com at any time without advance notice. I ACKNOWLEDGE THAT ANY OR ALL OF GOHERBALIFE.COM MAY BE PROVIDED BY THIRD PARTIES ON BEHALF OF HERBALIFE. I AGREE THAT ANY THIRD PARTY PROVIDER SHALL BE AN EXPRESS BENEFICIARY OF ALL RELEVANT PROVISIONS OF THIS AGREEMENT. I CERTIFY THAT I AM A RESIDENT OF THE UNITED STATES OF AMERICA, DOING BUSINESS IN AND SHIPPING ONLY FROM THE UNITED STATES OF AMERICA AND THAT I MAY ONLY USE GOHERBALIFE.COM TO SHIP TO UNITED STATES RESIDENTS AT LOCATIONS WITHIN THE UNITED STATES OF AMERICA. 2. My subscription is subject to Herbalife s acceptance of my application. By submitting this application, I am agreeing to all the terms and conditions set forth in this screen and the other screens presented to me as part of the application process, including Herbalife s Terms of Use ( (collectively, the Agreement ). Herbalife may amend such terms and conditions at any time on notice to me. Unless I terminate my subscription within 30 days after such notice, I will be deemed to have accepted such amendment and the Agreement shall thereafter include such amendment. I am further agreeing to abide by all of Herbalife s rules, regulations, policies and procedures, as amended from time to time, relating to GoHerbalife.com. I understand that Herbalife s rules, regulations, policies and procedures relating to GoHerbalife.com may

2 change from time to time without advance notice, and that such rules, regulations, policies and procedures in effect at any time will be available to me at 3. If Herbalife accepts my subscription, it will use commercially reasonable efforts to commence providing GoHerbalife.com to me reasonably promptly thereafter. 4. I may terminate my subscription to GoHerbalife.com by calling Distributor Relations at (866) Such termination shall only take effect on the last day of my then current monthly billing cycle. In the event I so notify Herbalife of such termination, Herbalife shall use commercially reasonable efforts to cause my web page(s) provided through GoHerbalife.com to be inaccessible to potential customers after the effective date of such termination. I shall continue to be liable for any monthly charges through and including the effective date of termination, without pro-ration, and shall in no event be entitled to any refund from Herbalife for the remainder of any monthly billing cycle. 5. My subscription to GoHerbalife.com shall terminate automatically and without prior notice upon the termination or deletion of my Herbalife Distributorship. In addition, and notwithstanding any provision of my Agreement of Distributorship or any Herbalife rules, regulations, policies and procedures, Herbalife may temporarily suspend or permanently terminate my subscription to GoHerbalife.com at any time with or without giving prior notice, for any reason or no reason. Any monthly fees shall abate during the period of any actual suspension of my subscription to GoHerbalife.com, and Herbalife will refund any unearned monthly fees on a pro-rata basis (based on the number of days in the billing cycle occurring after the termination date) in the event of a permanent termination by Herbalife of my subscription to GoHerbalife.com. 6. During the period of any suspension of GoHerbalife.com or my subscription, and from and after any termination of GoHerbalife.com or my subscription, I understand that I shall have no access to order entry information or any other information in or functionality of GoHerbalife.com, except as otherwise permitted by Herbalife in its sole discretion. 7. No termination of this Agreement will relieve me of any liability that arose before such termination. I understand that the following provisions of this Agreement will survive any termination of GoHerbalife.com or my subscription: Secs. I.1, II.1, II.2, IV, V, VI and VII. II. MY DISTRIBUTORSHIP 1. I understand that I continue to be bound by all of my existing agreements with Herbalife (including the Agreement of Distributorship), and that I must continue to comply with such agreements and with all of Herbalife s rules, regulations, policies and procedures as amended from time to time. This Agreement sets forth obligations specific to GoHerbalife.com that are in addition to such existing agreements, rules, regulations, policies and procedures.

3 2. My subscription for GoHerbalife.com does not change my legal relationship as an independent distributor of Herbalife products. In particular: I am responsible for paying Herbalife for all costs of products, including Herbalife s Distributor prices to me and costs of shipping (whether to me or to customers I designate), whether or not the end customer pays me. GoHerbalife.com is designed only to collect and forward customer order information to me, which I may accept or reject as I see fit. It is my sole responsibility to respond to orders, to maintain my own books and records of all transactions and communications with my Distributor downline organization and customers, and to maintain protection against destruction of or tampering with my data or data made available to me. Herbalife does not undertake to maintain, or provide back-up and recovery of, any data. Herbalife is not responsible for verifying the identities of customers or the validity of credit cards or other payment information supplied by customers (or the approval of charges by card issuers). I am solely responsible for collecting any amounts due to me from customers. I am responsible for safeguarding the confidentiality of nonpublic personal information of my Distributor downline organization and customers in my possession or control, including identities, credit card numbers, and the like, that are transmitted to me through, or otherwise input into, GoHerbalife.com. I understand that I have independent responsibilities for complying with national, federal, state and local laws and regulations relating to the protection, use and disclosure of business and consumer information provided to me by my actual or prospective customers and leads, whether through GoHerbalife.com or otherwise. I will comply with the privacy policy posted by Herbalife on the customer interface included in my web page(s) provided through GoHerbalife.com. I understand that Herbalife will have access to all information regarding my customers and leads and any customer orders placed through, or input into, GoHerbalife.com, and will be entitled to use such information in its sole discretion. I am solely responsible for determining, charging and paying to the appropriate taxing authorities any applicable sales or use taxes in respect of my sales to customers. In the event that I pay or have paid sales tax to Herbalife in respect of my purchase of products, I am solely responsible for securing any credits against sales taxes due to applicable taxing agencies. Herbalife has made no representation to me as to any aspect of sales or uses taxes or the availability in any jurisdiction of credits for taxes paid against taxes due. 3. Nothing in this Agreement restricts me from selling Herbalife products by any other permissible means, including without limitation other web sites. If I wish to adopt promotional programs or to offer discounts, I may do so. I understand that the on-line ordering functionality included in GoHerbalife.com quotes Herbalife's suggested retail price for all products.

4 III. FEES In the event that Herbalife accepts my subscription, I will pay the initial and ongoing fees and charges as set below: 1. Distributors use of GoHerbalife.com will be free for the first two full months of activation and will continue to be free for those Distributors that accumulate 250 Personally Purchased Volume ( PPV ) points each month. If a Distributor fails to accumulate 250 PPV points in a given month, Herbalife shall charge a GoHerbalife.com monthly usage fee as specified on an earlier screen presented to me in the application process ( Monthly Fee ) for the following month, Herbalife is authorized to charge all fees for GoHerbalife.com, in advance, to the credit card I designate in this application, or such other credit card as I shall provide from time to time. The failure of the issuer of my credit to honor such a charge shall constitute material breach of this Agreement and Herbalife, in its discretion, may terminate this Agreement at any time thereafter without notice. 2. Upon the activation of my GoHerbalife.com subscription, and each month thereafter for so long as I subscribe to GoHerbalife.com but do not accumulate 250 PPV points in the prior month, Herbalife is authorized to charge the Monthly Fee against the designated credit card. Each Monthly Fee will pay for GoHerbalife.com for the month or fraction thereof then following. Herbalife reserves the right, in its sole discretion, to eliminate or change the PPV point threshold and/or the Monthly Fee structure for use of GoHerbalfe.com on 30 days notice to me. Unless I terminate my subscription within the 30 day period, I will be deemed to have accepted the changed PPV threshold and/or Monthly Fee. 3. Herbalife may offer additional services beyond GoHerbalife.com for fees in addition to the Monthly Fee. My ordering of such services from Herbalife constitutes my authorization to Herbalife to charge the designated credit card with the amounts posted by Herbalife for such services. 4. All purchases of merchandise by me from Herbalife are covered by my Agreement of Distributorship and other agreements between Herbalife and me, and not by this Agreement. Nothing in this agreement shall imply any right to purchase on credit, to receive any discount, or to receive any preferential allocation of merchandise or other preferred treatment by Herbalife. IV. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION 1. As between Herbalife and me, Herbalife, its licensors, and/or its service providers retain all right, title, and ownership in and to all of their respective trademarks and logos, all software and technology supporting or involved in providing GoHerbalife.com, Herbalife s Confidential Information (as defined below), and all worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights, whether now known or hereafter recognized in any jurisdiction, related thereto (collectively, Intellectual Property Rights ).Herbalife is only delivering services to me under this agreement and has not granted me any licenses, express or implied, with

5 respect to any software or other subject matter. Any rights not expressly granted to me under this Agreement are reserved by Herbalife, its licensors and service providers, as applicable. 2. Herbalife may from time to time during the term of this Agreement disclose to me certain Confidential Information. Confidential Information means information designated as confidential or which ought to be considered as confidential from its nature or the circumstances surrounding its disclosure, including, without limiting the generality of the foregoing, data, any source code embedded in GoHerbalife.com, scripts, plug-ins, applets or similar features that may be made available to me from time to time, and information regarding Herbalife s or its service providers s and licensors s policies, strategies, operations, finances, plans, customers and suppliers, software and services. 3. I will not use any Confidential Information for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information only to my employees who have a need to know such Confidential Information for purposes of this Agreement, and who are under a duty of confidentiality no less restrictive than my duty hereunder. I will protect Herbalife s Confidential Information from unauthorized use, access, or disclosure in the same manner as I protect my own confidential or proprietary information of a similar nature, and with no less than reasonable care. Any disclosure by my affiliates, directors, officers, employees, agents, or contractors shall be deemed to be disclosure by me, and I shall be liable therefor as if I had disclosed the Confidential Information. 4. My obligations under the preceding section with respect to any Confidential Information will terminate if such information: (a) was already known to me at the time of disclosure by Herbalife; (b) is disclosed to me by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of mine has become, generally available to the public; or (d) is independently developed by me without access to, or use of, Confidential Information. In addition, I will be allowed to disclose Confidential Information to the extent that such disclosure is: (i) necessary for me to enforce my rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a court or similar judicial or administrative body. In the latter case, I will use my best efforts to: (x) protect against public disclosure by the judicial or administrative body or applicable litigant; and (y) notify Herbalife of the potential disclosure on a sufficiently timely basis so as to permit Herbalife to take action to protect against further disclosure. 5. At Herbalife s request, I shall unconditionally return to Herbalife all Confidential Information in my possession not needed to make use of GoHerbalife.com. Upon termination of my subscription to GoHerbalife.com, I shall unconditionally return to Herbalife or destroy all Confidential Information relating to GoHerbalife.com. Herbalife may visit my premises during normal business hours to review my compliance with the terms of this Section. 6. I will not: (i) distribute, sublicense, lease, rent, loan, or otherwise transfer or provide access to GoHerbalife.com or any software or technology used to provide GoHerbalife.com; or (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for any such software. I will not remove, alter, or obscure in any way any proprietary rights notices (including

6 copyright notices) of Herbalife or its licensors or their respective service providers on or within any web pages or other materials provided as part of GoHerbalife.com. 7. I understand that in order for GoHerbalife.com to function properly, Herbalife will need to provide certain of my personal information, and those of my customers, to third parties in order to generate the necessary functionality of the BizWorks site. I hereby consent to such transfer of my personal information and have secured the consent of my customers to such transfers. Should I or any customer remove their consent or not consent initially, I will inform Herbalife so that it can make arrangements to restrict the transfer of such customer personal information. I may inform Herbalife by contacting: Distributor Relations at or contact us at: 800 West Olympic Blvd., Suite 406, Los Angeles, CA or privacy@herbalife.com (mailto:privacy@herbalife.com).i understand and agree that I will be liable for any breach of this representation and will indemnify Herbalife fully for any breach of data privacy laws related to the transfer to third parties of my customers personal information. V. MY DISTRIBUTOR WEB PROPERTY 1. The Distributor websites platform (the Platform ) is a set of services and technology applications that allows Herbalife Independent Distributors to create their own online web properties (each, a Web Property ) utilizing Herbalife s technology. If I create a Web Property, it is my Web Property, and as a Web Property creator, I understand that I am responsible for managing it in compliance with this Agreement and Herbalife s Terms of Use ( As between Herbalife and myself, I understand that I am responsible for the content that I tailor for my Web Property, the statements I make on my Web Property, the information I collect on my Web Property, and the actions or conduct of my customers or other persons who use my Web Property, and Herbalife does not assume or accept any responsibility for the activity that occurs on my Web Property. 2. During the term of my GoHerbalife.com subscription and subject to the terms and conditions of this Agreement and Herbalife s Terms of Use ( Herbalife hereby grants me a limited, non-exclusive, non-sublicense, non-transferable, revocable license to access and use the Platform Tools (as defined herein) solely to enable my use and creation of a Web Property on the Platform. For clarification and the removal of doubt, aside from the license granted in this paragraph, I acknowledge that I shall acquire no rights in or to the Platform and/or the Platform Tools. For purposes of this Agreement, Platform Tools shall mean past, present and future hardware, products, processes, source and object code, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or visual material, artwork, graphic material, themes, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the Platform. I agree that as between me and Herbalife, all intellectual property rights in and to the Platform and the Platform Tools and any derivative works or enhancements thereof are owned by Herbalife or its licensors. Any rights not expressly granted by Herbalife herein are reserved to Herbalife.

7 3. If, as a Web Property creator, I upload or otherwise use any art assets or other material in creating or designing my Web Property, including but not limited to, my stories, articles, opinions, other text, source and object code, directories, guides, photographs, illustrations, images, video and audio clips and advertising copy, as well as the trademarks, copyrights, logos, domain names, code, tradenames, service marks, patents and any and all copyrightable material (collectively, the Distributor Material ), the following provisions will apply to me: (a) As between me and Herbalife, I shall own all right, title and interest in and to any Distributor Material; provide, however, that in no event shall the term Distributor Material include any Platform Tools. (b) I hereby grant Herbalife, during the course of my usage of the Platform, a non-exclusive, worldwide, royalty-free, and transferable right and license to (i) use, access, store, cache, publicly perform and publicly display my Distributor Material and Web Property Data (as defined herein) (x) for the purpose of operating and making my Distributor Material and Web Property Data available on the Platform and in all current and future media in which the Platform may now or hereafter be distributed or transmitted or (y) for Herbalife s internal business purposes so that Herbalife may derive metrics and analytics relating to my Distributor Material and Web Property Data; and (ii) disclose any such metrics and analytics regarding my Distributor Materials and Web Property Data for marketing and business development purposes. (c) I hereby agree that if my Distributor Material is removed from any Web Property due to a violation of this Agreement or because such Distributor Material contains illegal images, Herbalife shall have the right to use and reproduce such Distributor Material in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of Herbalife, any user or individual, or the general public. Additionally, I understand and agree that my Distributor Material and Web Property Data that is displayed on the Platform may continue to appear on the Platform, even after I have terminated my account, as portions of my Distributor Material may have been incorporated into other Platform features. In addition to the rights, licenses and privileges referred to above, I agree that Herbalife may use and refer to my Web Property and/or Distributor Material (including screen shots) throughout the universe, in perpetuity, in marketing materials, press releases, financial reports, presentations, website materials, customer lists and any and all media now known or hereafter discovered in connection with the marketing, advertising and promotion of the Platform and/or Herbalife, and any products, goods, features, capabilities and/or services associated with the Platform and/or Herbalife. 4. I understand that I am solely responsible for all Distributor Material appearing on or incorporated into my Web Property. I am responsible for making sure that I have all rights in and to the Distributor Material, including all of the rights necessary to grant the licenses set forth in this Section V. I represent and warrant that my Distributor Material is my original work and does not violate or infringe upon the rights of any third party. I also represent and warrant that the Distributor Material appearing on or incorporated into my Web Property is not detrimental to the image or reputation of Herbalife or its

8 products or services, does not degrade the performance of the Platform, is not obscene, pornographic or libelous, in whole or in part, and that all postings are in compliance with Herbalife s Rules of Distributor Conduct, and any applicable federal and state laws, rules and regulations. Herbalife reserves the right, in its sole and absolute discretion, to remove any and all Distributor Material from any Web Property, in whole or in part, at any time and for any reason. 5. I understand and acknowledge that Herbalife and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Distributor Material, in whole or in part, on any Web Property at any time and for any reason or no reason at all, with or without notice and with no liability of any kind. 6. If a Web Property is removed from the Platform, the Distributor Material associated with that Web Property may also be deleted at the discretion of Herbalife. Herbalife is not required and may not keep back up copies of Distributor Material on any Web Property once the Web Property or Distributor Material is deleted. Additionally, Herbalife makes no guarantee, either during or after the term of this Agreement, that any Distributor Material will be safely stored. 7. I represent and warrant that my Web Property shall not be designed or implemented in a way, that as determined by Herbalife in its sole discretion, might mislead a user into believing that: (i) he or she is interacting directly with Herbalife when interacting with my Web Property; or (ii) any part of my Web Property, other than the basic templates provided by Herbalife, was created by or endorsed by Herbalife. 8. The Platform collects data from each Web Property and its users and general information about a user s use of a Web Property (collectively, Web Property Data ). I agree that my access to this Web Property Data (including, without limitation, registration information, if any, provided in connection with a user s use of a Web Property) as part of the management controls of my Web Property(s) is subject to the Herbalife Privacy Policy. 9. Herbalife reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Platform or any part thereof, including adding new features t any portion of the Platform, with or without notice. Herbalife will not be liable to me or to any third party for any modification, suspension or discontinuance of any portion of the Platform or the Platform as a whole. 10. I agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ( EAR ) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department s Office of Foreign Assets Control ( OFAC ), and the International Traffic in Arms Regulations ( ITAR ) maintained by the Department of State. Specifically, I agree that I shall not directly or indirectly sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from Herbalife under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. I agree to indemnify, to the fullest extent permitted by law, Herbalife from and against any fines or

9 penalties that may arise as a result of my breach of this provision. This export control clause shall survive termination or cancellation of this Agreement. VI. COMPLIANCE WITH LAWS; DISCLAIMERS; INDEMNITIES; LIMITS OF LIABILITY 1. At my expense, I shall comply with all applicable laws, rules and regulations regarding my activities related to this Agreement, my use of GoHerbalife.com and my fulfillment of orders received through my subscription to GoHerbalife.com and the operation of my Web Properties. 2. I AGREE THAT HERBALIFE AND ITS SERVICE PROVIDERS PROVIDE GOHERBALIFE.COM, INCLUDING ANY SOFTWARE USED IN CONNECTION WITH SUCH SERVICES, AS IS, WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HERBALIFE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS REGARDING THIS AGREEMENT AND ANY SUCH SERVICES AND THE SOFTWARE AND TECHNOLOGY USED TO PROVIDE SUCH SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. HERBALIFE DOES NOT WARRANT THAT BIZWORKS WILL BE CONTINUOUSLY AVAILABLE OR THAT THE USE OF GOHERBALIFE.COM WILL BE UNINTERRUPTED. 3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF GOHERBALIFE.COM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4. I agree to indemnify, defend, and hold Herbalife and the service providers supporting GoHerbalife.com harmless from and against any and all liabilities, losses, damages, costs and expenses, including without limitation reasonable attorneys fees and expenses (collectively, Losses ), that Herbalife or its service providers or licensors may incur resulting from any action, suit, claim or proceeding in any form by any third party arising from or related to: (i) any allegation that (a) any trademarks used by me infringe any trademark rights of any third party; (b) any content delivered by me to any person infringes upon any Intellectual Property Rights or rights of privacy or publicity; (c) any content I provide to any person using GoHerbalife.com contains harassing, defamatory, libelous, abusive, threatening or obscene materials; or (d) I did not have the right to disclose information to Herbalife or that I otherwise violated any privacy policy; (ii) my Web Property; (iii) any misrepresentation, misstatement, or inaccurate information communicated by me to any third party regarding GoHerbalife.com and associated software, their specifications, and/or their capabilities; (iv) my breach of my obligations with respect to Confidential Information; and (v) any violation of law by me or any persons under my control. 5. EXCEPT AS SET FORTH IN THIS SECTION, EACH PARTY S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR GOHERBALIFE.COM, WHETHER IN CONTRACT, IN TORT, UNDER A THEORY OF STRICT LIABILITY, OR OTHERWISE, WILL BE LIMITED TO THE AGGREGATE AMOUNT

10 ACTUALLY PAID BY ME TO HERBALIFE ON ACCOUNT OF GOHERBALIFE.COM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. HERBALIFE S SERVICE PROVIDERS WILL HAVE NO LIABILITY OF ANY NATURE TO ME UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE REASONABLE AND A FUNDAMENTAL PART OF THIS AGREEMENT, AND THAT HERBALIFE AND I WOULD NOT AGREE TO ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS. Notwithstanding the foregoing, there shall be no limit on my liability to Herbalife with respect to (i) Losses otherwise recoverable by Herbalife as an indemnitee pursuant to this Agreement, or (ii) damages caused by my willful misconduct or gross negligence. VII. GOVERNING LAW All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, or the rights and obligations of (i) me, on the one hand, or (ii) Herbalife and its officers, directors and employees (collectively, the "Herbalife Entities"), on the other hand, in connection with this Agreement or GoHerbalife.com shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state's laws. VIII. GOHERBALIFE.COM ECARD AND SERVICES 1. You will not use the ecards and Services provided in GoHerbalife.com (Services) in a manner that violates any law or regulation. Neither You nor any of Your affiliates will use the Services for purposes of, or transmit via the Services, (i) any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; (ii) any chain letters or other deceptive, misleading, and/or fraudulent content; (iii) any unsolicited commercial or non-commercial communication; (iv) any s with deceptive, misleading or false subject lines or header information that makes it difficult to identify the initiator of the ; or (v) any information containing a virus, Trojan horse, worm, or other harmful component. 2. You certify that you will use the Services only to send ecards and s to customers and prospects that have directly consented (opted-in) to receive from you. Additionally, you agree that you will not send unsolicited (spam) via our system. a. Each person as to whom addresses are used in GoHerbalife.com for the purpose of sending ecards or commercial s by You or any of Your affiliates (i) will be categorized as an opt-in recipient by his, her or its agreement with You to receive such information via , and (ii) has not or will not have notified You or any of Your affiliates of his, her or its desire not to receive (i.e., no

11 such person has opted out of the receipt of with respect to You or Your products or services or any of Your affiliates or their products or services). b. For any opt-in list of addresses used in GoHerbalife.com, you agree to provide us, upon request, with the source of the addresses, the method used for recipient signup, and details surrounding the process used, and whatever other information relates to the transaction or sign-up process used. This includes, but isn't limited to, date and time of sign up, IP address of signup, website signed up from, and whatever other information the client asked of the recipient at point of sign up. 3. We require you reconfirm permission using the Invite feature in the Contact Manager or stop mailing any customer, prospect or existing list when it is determined to be in violation of our anti-spam policies. Repeated violations or failures to comply with our policies will result in termination of your access to the GoHerbalife.com ecard and Services. 4. Herbalife does not buy or sell lists, nor do we allow Distributors to use purchased or harvested lists. You certify that you will not use rented or purchased lists, append lists, or any other list that contains addresses captured in any other method than opt-in. The use of opt-out lists is prohibited in our system. Herbalife retains the right to review your lists, ecards and s to verify that you are abiding by the privacy and permission policies set forth herein. You are required to comply with our policies and all applicable laws. Last Revised on September 28, Herbalife International of America. All Rights Reserved.