The policies and procedures serve as a guide to your relationship with ProMedX Health. Carefully review this document. We are here to support you and your efforts in your new business!! Please contact your upline sponsor or the corporate office if you have any questions. ProMedX Health embraces all of the principles of ethical and sound business conduct that makes us a company of trust and exceptional in this industry. ProMedX Health, hereinafter ProMedX Health, is a direct selling, internet sales company, marketing nutritional, longevity, and personal enhancement consumer products to it's customers through Independent Representatives. The Polices and Procedures herein are applicable to all Representatives of ProMedX Health. This statement of Policies and Procedures and the Compensation Plan are incorporated into the Representative Application and Agreement and constitute the entire agreement of the parties regarding their business relationship. These rules are reasonably related to the laws of the State of Colorado and shall be governed in all respects thereby. These policies and all agreements between ProMedX Health and Independent Representatives shall be governed by the laws of the State of Colorado, and are binding on successors and assigns of both parties. Should any portion of these rules and regulations, of the Independent Representative application and agreement, or of any other instruments referred to herein or issued by ProMedX Health, be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.

Application for Independent Representative Status

A person may become a ProMedX Health Representative by completing, signing and returning a Representative Agreement to ProMedX Health's Headquarters in Lakewood, Colorado. An application submitted through the internet application process is also valid. The signed Representative Agreement becomes a binding contract when the Representative Agreement is received and accepted by ProMedX Health. ProMedX Health reserves the right to reject at its discretion, any application deemed unacceptable. Applicants and Representatives may not submit inaccurate or false information on a Representative Agreement. Incomplete and inaccurate Representative Agreements will not be accepted by ProMedX Health, but will be returned for completion and resubmission. Each Representative is responsible for informing ProMedX Health of any changes affecting the accuracy of the Representative Agreement. Applicants may choose between becoming a Representative, Director, Executive or Presidential to be eligible to earn commission checks and bonuses. ProMedX Health also provides volume discounts to applicants who are then eligible to purchase products for retail sales.

Independent Contractor Status

ProMedX Health Representatives are independent contractors. They are not franchisees, joint venture partners, employees or agents of ProMedX Health, and are prohibited from stating or implying, whether orally or in writing, otherwise. Representatives have no authority to bind ProMedX Health to any obligation. Independent Representatives will not be treated as employees with respect to such services for federal or state tax purposes. ProMedX Health is not responsible for payment or co-payment of any employee benefits. Representatives set their own hours and determine how to conduct their ProMedX Health Business, subject to the Agreement and the Policies and Procedures. Representatives are responsible for liability, health, disability and workmen's compensation insurance. As the Representative, you are responsible and agree to pay your own business expenses.

Legal Age

All Representatives must be of legal age in their state of residence to apply to become a Representative.

ProMedX Health Representative ID#

Every ProMedX Health Representative will be issued a unique Personal Site Name, which will be used by the Representative for security purposes when placing product orders and when requesting Genealogy and Product Points information. The original Representative Agreement must be submitted using a Social Security Number or, in the case of a business entity (corporation, partnership or trust), a Federal Tax Identification Number for the entity, or appropriate trust identification number. Representative Agreements will not be accepted without one of these numbers. ( International markets are exempt from Tax ID requirements.)

Territory

Each ProMedX Health Representative is authorized to conduct business anywhere in the U.S.A. and other world wide markets. There are no territorial restrictions.

Representative Marriage

If two Representatives marry, they may maintain their separate, independent organizations.

Representative Divorce

If married Representatives who share a Representativeship, obtain a divorce, ProMedX Health will continue to treat the Representatives pursuant to the original Representative Agreement until such time as ProMedX Health receives written notice, signed by both parties, and notarized, or a court order or decree directing otherwise. In addition, divorced Representatives should submit to ProMedX Health a certified copy of any legal judgment or decree, specifying how future payments of commission checks are to be paid.

Corporations, Partnerships and Trusts

Entity applications must be signed by an authorized officer of the corporation, partnership or trustee of the trust and will become the binding Representative Agreement for such entity.

1) Corporations: The Representative Agreement must include a copy of its Articles of Incorporation and bylaws, contain the names and Social Security or Federal ID Numbers of the principal officers (president, vice-president(s), secretary, and treasurer), members of the Board of Directors and shareholders.

2) Partnerships: Partnership Applications must include a copy of the official partnership agreement, which must be signed by each of the individuals listed on the Representative Agreement. The Agreement must also contain the names and Social Security or Federal ID Numbers of all general and limited partners.

3) Trusts: For a trust to be accepted, a letter identifying the manager or trustee of the trust must be submitted, including the trustee's Social Security or Federal ID Number, the names of all persons having a beneficial interest in the Trust and a certified copy of the trust document.

Change of Status

Representatives who wish to change their status from that of an individual Representative to a participant in a corporation, partnership or trust, may do so at any time, subject to the policies outlined above, and only under the same Sponsor.

Death of Representative

In the case of the death of an ProMedX Health Representative, rights of that Representativeship shall pass to the Representative's heirs. A certified copy of the will or court document along with a new Representative Agreement in the name of the succeeding individual must be submitted to ProMedX Health within ninety (90) days of the death of the Representative. If ProMedX Health does not receive appropriate instruction within ninety (90) days of the death of the Representative, ProMedX Health will continue to send checks until ordered by the court. Transfer of ownership will take place after receiving appropriate court documents.

Fictitious and/or Assumed Names

A person or entity shall not apply as a Representative using a fictitious or assumed name.

Legal Compliance

Representatives must comply with all federal, state and local statutes, regulations and ordinances concerning the operation of their business.

Business Center Status

A monthly Personal Volume of $60. plus 2 personally sponsored members that also have qualifying orders must be maintained to qualify to continue receiving commission checks. Failure to keep any Business Center active on a monthly basis results in the loss of existing downline volume and volume will not accumulate to earn commissions. Inactivity of more then 30 days may result in the termination of Representative position in the Tree.

Placement of Business Centers

When you join ProMedX Health and receive your Business Center, start by sponsoring Representative(s) or Autoship Customers into your organization. As your Representatives begin to make retail sales and build their own sales organizations, your personal sales organization also grows. You may receive commissions based upon your enrollment status, earning commission on the products sales made retail sales and or the Infinity Hybrid Compensation Plan. Compensation Plan.

Commission "Semi-Monthly"

Commission is calculated semi-monthly on the 1st and 15th of each month. Commission is loaded on cards and or checks are issued ten days after the close of each pay period on the 10th and 25th of each month. All applications and orders placed through ProMedX Health's internet processing system is subject to the system time stamp at the corporate headquarters in Colorado (MST). 

Taxation

As independent contractors, Representatives will not be treated as franchisees, partners, employees, or agents for federal or state tax purposes, including, with respect to the Internal Revenue Code Social Security Act, federal unemployment act, state unemployment acts, or any other federal, state, or local statute, ordinance, rule, or regulation. At the end of each calendar year, ProMedX Health will issue to each Representative IRS Form 1099, or other applicable documentation required by law, for non-employee compensation of a Representative. It is the responsibility of each Representative to pay their own income taxes, usually on a quarterly basis. (International Markets are Exempt).

Term and Renewal

Subject to the terms of voluntary resignation, suspension and termination discussed in later sections, the agreement shall have a term beginning on the date of acceptance by ProMedX Health and automatically renew on a month to month basis. Representatives who fail to renew within 30 days their monthly autoship will be considered to have voluntarily resigned their Representativeship. a Representative who fails or elects not to renew his/her Representative Agreement will lose their Representative entity, all sponsorship rights, wholesale purchasing right and their overrides. Representatives who fail to renew their Representative status may not reapply under a new sponsor for six (6) months after non-renewal.

Confidentiality Agreement

Any information that is contained in any genealogical printout or downline sales report, or online back office system provided by the company to the Representative is the proprietary and confidential information of the company and is transmitted to the Representative in confidence. The Representative agrees not to disclose said information whether directly or indirectly to any third party, other person, firm, or entity, nor use the information for purposes of competing with the company or for promoting any other program or products other than ProMedX Health's program and products. The Representative and the company agree that, without this agreement of confidentiality and nondisclosure, the company would not provide the information to the Representative. The Representative understands and agrees this duty to maintain the confidentiality of this information will survive the termination of their Representative Application and Agreement for a period of Twelve (12) months.

Representative Code of Ethics

In pursuing the success of their ProMedX Health business, ProMedX Health Independent Representatives shall safeguard and protect the reputation of ProMedX Health and its products. Representatives shall refrain from all conduct which might be harmful to the reputation of ProMedX Health and its products and which may damage the ability of others to fairly represent the ProMedX Health opportunity. ProMedX Health Representatives will be professional in their approach to their business activities and strictly avoid all deceptive, misleading, discourteous, unethical and immoral conduct. ProMedX Health Representatives will respect the honest efforts of fellow Representatives and not engage in predatory or unethical recruitment practices. ProMedX Health respects the business activities of all legitimate companies and strictly discourages any ProMedX Health Representative from unfairly representing any competing opportunity. ProMedX Health believes that the ultimate success of all ProMedX Health Representatives depends on its ability to bring important products and opportunities to the market. This will be done in a positive and honorable way.

Voluntary Resignation:

1) a Representative may voluntarily terminate his or her Representativeship status by failing to renew or sending a written notice of resignation or termination to ProMedX Health. Voluntary resignation is effective upon receipt of such notice by ProMedX Health.

2) A Representative who resigns or terminates his or her Representative status may reapply as a Representative six (6) months after resignation.

Suspension

a Representative may be suspended for violating the terms of his or her Agreement, which includes the Policies and Procedures, the Compensation Plan and other documents produced by ProMedX Health. When a decision is made to suspend a Representative, ProMedX Health will inform the Representative in writing that the suspension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspension (if any).The suspension notice will be sent to the Representative's address on file with ProMedX Health pursuant to the notice provisions contained in the Policies and Procedures. Such suspension may or may not lead to termination of the Representative's Representativeship as so determined by ProMedX Health in its sole discretion. If the Representative wishes to appeal, ProMedX Health must receive such appeal in writing via certified mail within fifteen (15) days from the date of the suspension notice. ProMedX Health will review and consider the suspension appeal and notify the Representative in writing of its decision within thirty (30) days from the date of the appeal. The decision of ProMedX Health will be final and not subject to further review. ProMedX Health may take certain action during the suspension period, including, but not limited to, the following:

1) Prohibiting the Representative from holding himself or herself out as a Representative of ProMedX Health or using any of ProMedX Health's proprietary marks and/or materials;

2) Prohibiting the Representative from purchasing services and products from ProMedX Health; and/or

3) Prohibiting the Representative from sponsoring new Representatives, contacting current Representatives or attending meetings of Representatives. If ProMedX Health, in its sole discretion, determines that the violation that caused the suspension is continuing, has not satisfactorily been resolved, or a new violation involving the suspended Representative has occurred, the suspended Representative may be terminated.

Termination

a Representative may be terminated for violating the terms of his or her Agreement, which includes these Policies and Procedures, the Compensation Plan and other documents produced by ProMedX Health. ProMedX Health may terminate a violating Representative without placing the Representative on suspension, at ProMedX Health's sole discretion. When the decision is made to terminate a Representative, ProMedX Health will inform the Representative in writing at the address in the Representative's file that the termination has occurred, effective thirty (30) days form the date of the written notification.

Appeal

If a Representative wishes to appeal the termination, ProMedX Health must receive the appeal in writing within fifteen (15) days from the date of notice of termination. If no appeal is received within the fifteen (15) day period, the termination will automatically be deemed final. If a Representative files a timely notice of appeal, ProMedX Health will review the appeal and notify the Representative of its decision within ten (10) days after receipt of the appeal. The decision of ProMedX Health will be final and not subject to further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.

Effect of Termination

Immediately upon termination, the terminated Representative:

1) Is no longer authorized to sell ProMedX Health products;

2) Must cease representing himself or herself as a Representative of ProMedX Health;

3) Must remove and permanently discontinue the use of the trademarks, service marks, trade names, any signs, labels, stationary or advertising referring to or relating to any ProMedX Health product, plan or program;

4) Loses all rights to his or her Representativeship and position in the Compensation Plan and to all future commissions and earnings resulting there from; and

5) Must take all action reasonably required by ProMedX Health relating to protection of its confidential information. ProMedX Health has the right to offset any amounts owed by a Representative to ProMedX Health from commissions or other compensation due to the Representative including, without limitation, any indemnity obligation incurred pursuant to the indemnity section.

Reapplication

Any person or entity whose agreement is terminated shall not be allowed to reapply to the company.

Reentry

Any Representative who transfers his or her Representativeship must wait for six (6) months after the effective date of such transfer before becoming eligible to reapply to become a Representative. State Laws Where state laws on termination are inconsistent with this policy; the applicable state law shall apply.

Acquisition of Business

Any Representative desiring to acquire an interest in another Representative's business must terminate his or her Representativeship status and wait six (6) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by ProMedX Health in advance.

Conditions to Transferability

Except as expressly provided herein, a Representative may not sell, assign, merge or transfer his or her Representativeship entity, or rights thereto, without the prior written approval of ProMedX Health and subject to the following conditions:

1) ProMedX Health possesses the right of first refusal with respect to any sale, assign, transfer or merger of any Representativeship entity. a Representative wishing to sell, assign, transfer or merge his or her Representative entity must first provide the upline sponsor with the option to make such a purchase or receive such transfer in writing on the terms and conditions as any outstanding or intended offer. The upline sponsor must advise the Representative within ten (10) business days after receipt of such notice of its decision to accept or reject the offer. If the upline sponsor fails to respond within the ten (10) day period, or declines such offer, the Representative may make the same offer or accept any outstanding offer which is on the same terms and conditions as offered ProMedX Health, to any person or entity, who is not a Representative, married to, or a dependent of a Representative, or who has any interest in a Representativeship.

2) The selling Representative must provide ProMedX Health with a copy of all documents which detail the transfer, including without limitation, the name of the purchaser, the purchase price and terms of purchase and payment. A transfer fee of $100.00 must accompany the transfer documents;

3) The documents must contain a non-compete covenant made by the selling Representative for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing ProMedX Health Representative for a period of one (1) year from the date of the sale or transfer; and

4) Upon a sale, transfer, merger or assignment being approved in writing by ProMedX Health, the buying Representative must assume the position of the selling Representative and must execute a current Agreement and all such other documents as reasonably may be required by the Company.

Transfers to Representatives

Except as expressly set forth herein, Representatives may not sell, assign or otherwise transfer his or her Representativeship entity (or rights thereto) to another Representative or to an individual which has an interest in a Representative entity. Notwithstanding the foregoing, a Representative may transfer his or her Representativeship entity to his or her sponsor, subject to the conditions of the transferability section. In such event, the sponsor's entity and the transferring Representative's entity shall be merged into one entity.

Transfer of Sponsorship

Any transfer of Sponsor is discouraged and requires the prior written approval of ProMedX Health (which may be withheld at its sole discretion) and is subject to the following conditions:

1) The notarized, signed consents of the original sponsor, the new sponsor, and the sponsored individual, must be submitted to ProMedX Health;

2) A written request for transfer explaining the exact reason for the request of transfer must be submitted to ProMedX Health;

3) A transfer fee of $100.00 is paid to ProMedX Health;

4) The requirements of conditions to transferability section are complied with; Personally sponsored Representatives of the transferred Representative must request in writing to move with their sponsor.

Circumvention of Policies

If it is determined, in ProMedX Health's sole discretion, that a Representative entity was transferred in an effort to circumvent compliance with the Agreement of the Policies and Procedures, the Representative entity will revert back to the transferring Representative who will be treated as if the transfer had never occurred from the reversion day forward. If necessary, and at ProMedX Health's sole discretion, appropriate action, including, without limitation, termination, may be taken against the transferring Representative to ensure compliance with the Agreement and Policies and Procedures.

Retail Guarantee: Customer Refund and Return Policy

ProMedX Health offers a 30 Day 100% unconditional money-back guarantee to all ProMedX Health retail customers. Every Representative is bound by their Representative Agreement and the Rules to honor this guarantee. If a retail customer is dissatisfied with any ProMedX Health product for any reason, then that retail customer may return that ProMedX Health product to the Representative from whom it was purchased, within 30 days, for either a replacement or a full refund of the purchase price. Returns will be issued in like-kind payment and may take up to 30 days to process. ProMedX Health will replace the returned ProMedX Health product providing the following steps and conditions are met:

• The ProMedX Health product is returned to ProMedX Health by the Representative through whom the purchase was made.
• ProMedX Health must receive the ProMedX Health product within ten days of the return date to the Representative.
• The product is returned to ProMedX Health at the customer's expense for shipping and handling.
• The return is accompanied by a signed statement from the customer identifying the reason for the return.
• A copy of the original retail sales receipt must be included with the return.
• The unused portion of the ProMedX Health product in its original container is returned.
• The name, address, and telephone number of the retail customer. Proper shipping carton(s) and packing materials are to be used in packaging the ProMedX Health product(s) being returned for replacement, and the best and most economical means of shipping is suggested.
• ProMedX Health will pay the cost of shipping the replacement product(s) back to the customer.
• ProMedX Health will not refund any customer returns and no replacement of ProMedX Health product will be made if the conditions of these rules are not met.
• NO RETURNS WILL BE ACCEPTED FOR REFUND AFTER 30 DAYS FROM PURCHASE.

Quality Control

ProMedX Health will replace, within 30 days of purchase, any ProMedX Health product found to be defective. However, no ProMedX Health product(s) should be returned to ProMedX Health before prior approval is sought and received. Call the Customer Service Department for a Return Authorization # (303) 274-6564. In order to assure that replacement of ProMedX Health product will be issued, strict compliance to the following procedures is required: A written replacement request must be submitted, stating the reason for the request and accompanied by proof of payment and a copy of the Purchase Order Form or packing slip. ProMedX Health product returned without prior authorization will be returned to the Representative. ProMedX Health will instruct the Representative where to ship the ProMedX Health product for inventory and verification, and will also provide the appropriate quantity of authorized ProMedX Health product return shipping labels. Upon receipt and verification of the ProMedX Health product, ProMedX Health will ship out replacement ProMedX Health product as appropriate. ProMedX Health will not replace any ProMedX Health product previously certified as sold under the 70% Rule. NOTE: Any return received without prior approval and a return merchandise authorization number (RMA) will cause the status of that Representative to be made inactive. Further, there is no assurance that the ProMedX Health product will be considered replaceable.

Termination Returns

A Representative who terminates his/her Representative Status may have the right to return unopened, unencumbered consumable inventory that was purchased within thirty days of termination (90 days in Maryland and Puerto Rico; one year in Oklahoma and Texas; no time limit in Massachusetts, Georgia, Louisiana and Wyoming), provided the inventory is returned in a CURRENT REUSABLE and RESALABLE CONDITION. Return will be issued in like-kind payment and may take up to 30 days to process. ProMedX Health will refund 90% of the returned inventory (ProMedX Health product) cost to the Representative less any commissions and bonuses already paid to Representative or any upline Representative on the purchase of the ProMedX Health product (unless otherwise required by state law) less any appropriate setoffs and legal claims. ProMedX Health will also repurchase any sales materials for a period of 30 days from the time of purchase providing they are CURRENT and in RESALABLE condition. ProMedX Health will not issue a refund, nor replace, any ProMedX Health product previously certified as sold under the 70% Rule. No repayment will be made on original shipping and handling charges. The return shipping costs will be borne by the Representative. In order to assure that refund of inventory/ProMedX Health product will be issued, strict compliance to the following procedures is required:

A written return request must be submitted, stating the reason for the termination, the reason for the return of ProMedX Health product and/or sales materials.

Proof of ProMedX Health product payment and a copy of the Purchase Order Form or packing slip must accompany this written request. ProMedX Health product returned without prior authorization will be returned to the Representative. ProMedX Health will instruct the Representative where to ship the ProMedX Health product for inventory and verification, and will also provide the Representative with the appropriate quantity of authorized ProMedX Health product return shipping labels. Upon receipt and inspection of the return, ProMedX Health will process the appropriate refund for payment.

Representative must pay the cost of return freight.

Buyer's Right to Cancel

Federal law empowers a buyer to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25.00 or more that occur away from the seller's main office. In addition the Representative must orally inform the buyer of the three-day right to cancel at the time the buyer signs the contract of sale or purchases the goods.

Representative's Responsibility

If a retail customer mails or delivers to a Representative a valid notice of cancellation prior to midnight on the third business day after ordering or purchasing a ProMedX Health product and/or service, it must be honored by the Representative. If the buyer has taken delivery of any goods, they must be returned with the notice in substantially as good condition as when delivered. Within ten business days after receiving the notice, the Representative must refund all payments made under contract of sale.

Sponsoring

Representatives may sponsor other Representatives in the United States and authorized International Markets into ProMedX Health's business. Representatives must ensure that each potential Representative has reviewed and has access to the current Policies and Procedures and Compensation Plan prior to or when enrolling the individual.

Referral Policy

From time to time, prospects will contact ProMedX Health directly. It is always the policy of ProMedX Health to determine if the prospect has been contacted by a ProMedX Health Representative. If this is not the case, that prospect's information may be forwarded to the active Representative in the closest proximity to the prospect.

Multiple Agreements

If an applicant submits multiple Agreements per household which list different sponsors, only the first completed Agreement to be received by ProMedX Health will be accepted. The decision of ProMedX Health is final.

Training Requirement

A Sponsor must maintain an ongoing professional leadership association with Representatives in his or her organization and must fulfill the obligation of performing a bona fide supervisory, Representative or sales function in the sale or delivery of products and services.

Cross Selling/Cross Sponsoring

ProMedX Health Representatives shall not sell or represent non-ProMedX Health products or represent marketing opportunities from other companies to other ProMedX Health Representatives. Non-ProMedX Health products or opportunities may not be promoted in any way at official ProMedX Health events, meetings, conventions or other gatherings.

Telephone Sponsoring

ProMedX Health offers the convenience of signing up new Representatives by telephone by dialing the order line 303-274-6564. The ProMedX Health agent will ask for all information contained on the Representative Application and Agreement including Personal Sponsor and Placement Information. The new Representative is now eligible for all the privileges and benefits of any other ProMedX Health Representative. It is the responsibility of the Sponsoring Representative to acquaint the new Representative with ProMedX Health's Policies and Procedures. IMPORTANT: Representatives who sign up over the telephone must submit a completed Representative Application Agreement with their signature within ten (10) days of sign up. Failure to comply with the requirement will result in forfeiture of bonuses and commission checks and termination.

Placing an order for ProMedX Health Products

Orders may be placed by ProMedX Health Representatives or Retail customers using the Site Name of an ProMedX Health Representative (see Retail Customer Orders). Orders may be placed by telephone using the ProMedX Health order line (303)-274-6564, or by mail. A fully completed product order form must accompany all orders by mail.

Payment: All orders must be accompanied by proper payment including all applicable shipping, handling fees and sales taxes. Payment may be in the form of a cashier's check, money order, Discover, American Express, Visa or MasterCard. The product may be held for shipment until payment verification. ProMedX Health cannot process incomplete orders, orders which do not include all charges, or orders without payment or invalid payment methods. It is the responsibility of ProMedX Health Representatives to make sure proper payment is received by ProMedX Health. Representative will be responsible for any fees related to withholding payment, and denial of payment.

Shipping and Handling Charges: Shipping and handling charges will be calculated at the time of ordering. See the current order form for applicable fees.

Volume Transfer

ProMedX Health does not allow Representatives to transfer sales volume from one Representative to another Representative.

Sales Tax: ProMedX Health will collect and remit sales taxes on all orders picked up in Lakewood, Colorado. Colorado state sales taxes will also be collected and remitted as required. Colorado Representatives that want to submit their own sales tax must submit a bona fide current Sales Tax Exemption Certificate. Responsibility for collection and remission of all other state, city, county, and local sales and use taxes will be the responsibility of the Representative.

Incomplete Orders and Damaged Goods

The ProMedX Health warehouse prides itself on shipping accurate and complete orders. In the event that a Representative receives an incomplete order, it is the responsibility of the Representative to review the order and report the discrepancy within ten (10) days of receipt of the order. ProMedX Health endeavors to ship only product in quality resalable condition. Some goods may become damaged in the shipping process. The shipping company is responsible for any damage that occurs after it takes physical custody of ProMedX Health products and services (goods). A Representative who receives damaged goods should follow this procedure: Accept delivery. Before the driver leaves, document on the delivery receipt the number of boxes that seem to be damaged. Save the damaged products or boxes for inspection by the shipping agent. Make an appointment with the shipping company to have the damaged goods inspected. File a claim with the shipping company.

Price Changes: Prices represented with all ProMedX Health products and sales materials is subject to change without notice.

Sale of Product

ProMedX Health Product may be purchased and sold only within the U.S. Services. The Company will provide participant access to monthly commission statements, commission checks, and annual 1099 tax forms. The Company will make available to participant, sales aids, product information, and other information.

Training

The participant will receive training by reading the online materials found in ProMedX Health's Back Office, product information, and other Company materials. Training will also be provided by the sponsor, and Company training seminars.

Delivery of Goods or Services

All orders for products will be processed within 48 hours. Shipment will be by common carrier and delivery should be expected within 7 to 14 days.

Seventy Percent (70%) Rule

All Representatives must abide by the 70% rule in order to be eligible for commissions and bonuses. Representatives must certify with each product order that 70% of previous orders have been sold or consumed. Monthly Auto Ship orders also follow these guidelines. Please call the office 24 hours in advance of your Auto Ship date if you have not sold or consumed at least 70% of your previous order.)

Re-Packaging Prohibited

Representatives may not re-package products or materials of ProMedX Health.

Trademarks: ProMedX Health's name, trademarks, service marks and copyrighted materials are owned by ProMedX Health. The use of such marks and materials must be in strict compliance with these Policies and Procedures.

Use of ProMedX Health's Name

Representatives may use the name of ProMedX Health only if they are identified as an Independent Representative of ProMedX Health in conjunction with the use of the name ProMedX Health and its logo or trademarks.

Advertising and Promotional Materials: Only the promotional and advertising materials produced by ProMedX Health or approved in advance in writing by ProMedX Health may be used to advertise or promote a Representative's ProMedX Health business or to sell products and services of ProMedX Health. ProMedX Health's literature and materials may not be duplicated or reprinted without the prior written permission of ProMedX Health.

Stationery and Business Cards: Representatives are not permitted to create their own stationery, business cards or letterhead graphics if ProMedX Health's trade name and/or trademarks are used. Only approved ProMedX Health graphics version and wording are permitted.

Print and Electronic Advertising

All materials used in the placement of any advertising in any print or electronic media, including Internet web sites must be approved by ProMedX Health prior to use. Representatives are not permitted to use the ProMedX Health trade name as a web site address or in any other manner without the written approval of ProMedX Health.

Telephone, Yellow and White Page Listing: Telephone, Yellow and White Page Listing: Representatives are not permitted to use ProMedX Health's trade name in advertising their telephone and FAX numbers in the white or yellow page sections of the telephone book except as outlined below. Representatives are not permitted to list their telephone numbers under ProMedX Health's trade name without first submitting a request to ProMedX Health for approval. If approval is granted for an 800 listing, it must be stated in the following manner: Smith, John D.

ProMedX Health Independent Representative Telephone Answering

Representatives may not answer the telephone by saying ProMedX Health or in any other manner that would lead the caller to believe that he or she has reached the corporate office of ProMedX Health.

Imprinted Checks

Representatives are not permitted to use ProMedX Health's trade name or any of its trademarks or service marks on their business or personal checking accounts. However, Representatives may imprint their ProMedX Health business checks with ProMedX Health Independent Representative.

Endorsements

No endorsements by an ProMedX Health officer or administrator or third parties may be asserted, except as expressly and state regulatory agencies do not approve or endorse direct selling programs. Therefore, Representatives may not represent or imply, directly or indirectly, that ProMedX Health's program, products or services have been approved or endorsed by any governmental agency.

Media Inquiries

Media inquiries should be referred to ProMedX Health's Corporate Office.

Recordings

Representatives may not produce or reproduce for sale or personal use products sold by ProMedX Health or any of ProMedX Health-produced literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping of ProMedX Health meetings and conferences is strictly prohibited, without Company permission. Still photography is allowable at the discretion of the meeting host.

Independent Communications

Representatives, as independent contractors, are encouraged to distribute information and direction to their respective downlines. However, Representatives must identify and distinguish between personal communications and the official communications of ProMedX Health.

Copyright Restrictions

With respect to product purchases from ProMedX Health, Representatives must abide by all manufacturers' use restrictions and copyright protections.

Vendor Confidentiality

ProMedX Health's business relationships with its vendors, manufacturers and suppliers are confidential. Representatives must not contact, directly or indirectly, or speak to or communicate with any supplier or manufacturer of ProMedX Health except at a ProMedX Health-sponsored event at which the supplier or manufacturer is present at the request of ProMedX Health.

Promotional Materials

ProMedX Health reserves the exclusive right to all uses of its trade names, trademarks, logos and copyrighted material. ProMedX Health prohibits the unauthorized use of any of its protected names, marks or logos on any materials for personal use or for resale.

Sale and Display of Product

ProMedX Health Products may be sold or displayed in public retail establishments. Products may be displayed in private or restricted access offices, clubs etc. ProMedX Health sales materials may be displayed professionally in any of the above establishments.

Trade Shows and Exhibitions

ProMedX Health encourages its Representatives to display and represent ProMedX Health Products in reputable trade shows and exhibitions. ProMedX Health Representatives must receive permission prior to the event. ProMedX Health Representatives should only use ProMedX Health approved signage and handouts and represent themselves as Independent ProMedX Health Representatives. ProMedX Health Representatives should always protect the image of ProMedX Health and its products and take care to not display ProMedX Health products in an unprofessional manner or in an unprofessional environment.

Product Claims

ProMedX Health expressly prohibits Representatives from making therapeutic or medical claims about any ProMedX Health product. ProMedX Health provides approved literature for the sale and representation of its products. Any claim of cure, treatment or prescribing is strictly forbidden.

Testimonials

One of the most effective ways to share the ProMedX Health products is to share your personal experiences. These experiences must be your own and expressly avoid any claims of cure, treatment or prescribing.

Income Claims

Representatives must truthfully and fairly describe the Compensation Plan. No false or misleading income claims may be made to prospective Representatives. Representatives may not use their own incomes as indications of the success assured to others. Commission checks may not be used as marketing materials. Representatives may not guarantee commissions or estimate expenses to prospects. The power of the ProMedX Health Compensation Plan may be accurately shown using ProMedX Health approved materials. Each Representative understands that his or her success is dependent on their effort, dedication, resources and the time he or she commits to this enterprise.

Representations of Government Endorsements

ProMedX Health Representatives may not represent that the ProMedX Health Compensation Plan or any of its Products are approved by any government agency.

Advertising Guidelines: All advertising must be approved prior to use. Failure to receive approval for advertising may result in suspension or termination of Representativeship.

What you may use:

1) ProMedX Health's company name and logo only when you identify yourself as a ProMedX Health Independent Representative.

2) Logos, copy, etc. provided.

What you may not use:

1) Any copyrighted image or document without prior approval.

2) Quotes from any corporate official or other Representative without approval.

3) Third party testimonials.

Use of Logo Sheet Provided

There is a logo sheet available online for ProMedX Health Representatives to use. You may not change these in any way. You may not change color or design in any manner. These are trademarked icons of ProMedX Health.

Terms of Internet Service Content

The content of the ProMedX Health Internet service (the Service) is intended for the commercial use of its Users. All materials published on ProMedX Health's web site or self-replicating web sites (including, but not limited to news articles, information pages, product photographs, images, illustrations, merchant banners, merchant products, audio clips, flash movies, and video clips, collectively known as the Content) are protected by copyright and other intellectual property laws, and are owned or controlled by ProMedX Health, or the party credited as the provider of the content, software or other materials. User shall abide by all additional copyright or other notices, information or restrictions appearing in conjunction with any Content accessed through the Service.

Communications

Representative(s) may not post, transmit, or market the following: Any material that is threatening, abusive, defamatory, obscene, or otherwise unlawful; • Any material that violates the copyrights, trademarks, service marks, trade secrets, patents or other property rights of others; Any pornographic, sexually explicit or gambling material or links to similar adult content; Any material that discloses personal private matters about any person without consent; Any material posted anonymously or under a false name; or Any material which disparages ProMedX Health or other Users through the ProMedX Health Contact Manager or communication systems.

Collective Work Copyright

The Service is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. Except as set forth previously, User may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce (except as provided for previously), create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any of the Content, software, materials or Service in whole or in part.

Downloads

User may download or copy the Content and other downloadable items displayed on this Service for commercial use as a ProMedX Health Representative, and/or a ProMedX Health Website Owner only, provided that User maintains all copyright and other notices contained in such Content. Copying or storing of any Content for uses other than commercial use as a ProMedX Health Representative, and/or Website Owner is expressly prohibited without the prior written permission from ProMedX Health's Rights and Permissions Department, or the copyright holder identified in the individual Content's proprietary and/or copyright notices.

Representation and Warranties

User represents, warrants and covenants:

(a) that Representatives are strictly prohibited to use unapproved non-company marketing or advertising materials or methods, without prior written approval from ProMedX Health corporate office.

(b) that no materials of any kind submitted by User (or ProMedX Health's use thereof in accordance with these Rules), will (i) violate, plagiarize or infringe upon the rights of any third party, including copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; (iii) constitute false or misleading indications of origin or statements of fact; (iv) slander, libel or defame any person or entity; (v) cause injury of any kind to any person or entity; or (vi) violate any applicable laws, rules, regulations or other governmental regulations; and

(c) that User is at least 18 years old. User hereby indemnifies, defends and holds ProMedX Health and all officers, Managers, Representatives, Website Owners, directors, owners, agents, information providers, Representatives, licensors and licensees (collectively, the Indemnified Parties) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by User of these Rules or the foregoing representations, warranties and covenants, including, without limitation, reasonable attorneys' fees. User shall cooperate as fully as reasonably required in the defense of any claim. ProMedX Health reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User.

Software Licenses

User shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to User to access the Service (Access Software). User may not sublicense, assign or transfer any licenses granted by ProMedX Health, and any attempt at such sublicense, assignment or transfer is void. User may copy such software for archival purposes only. User may not copy, distribute, modify, reverse, engineer or create derivative works from this software.

Software Available on the ProMedX Health and/or Self-replicating Web Sites. Software (if any) that is made available on the ProMedX Health web site and/or self-replicating web sites (Software) is the copyrighted work of ProMedX Health and/or its Representatives. User's use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (License Agreement). User may not install or use any Software that is accompanied by or includes a License Agreement unless User first agrees to the License Agreement terms. For any Software not accompanied by a license agreement, ProMedX Health hereby grants to User, a personal, non-transferable license to use the Software for viewing and otherwise using the ProMedX Health web site and/or self-replicating web sites in accordance with these Rules, and for no other purpose provided that User keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. User acknowledges that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. User agrees not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

Termination

ProMedX Health may, in its sole discretion, terminate or suspend User's access to all or part of the Service for any reason, including, without limitation, breach of the Terms of Service. Users of ProMedX Health acknowledge that site administrators have the right to terminate use without notice for any User who restricts, inhibits or disrupts any ProMedX Health event or attempts to alter or improperly access any feature or function of the site. A User's access may also be subject to termination if the User posts or transmits any illegal content; harasses or threatens any ProMedX Health User or ProMedX Health employee; posts content (including the creation of usernames) that is offensive or otherwise disruptive of ProMedX Health activities; posts unsolicited advertising; or improperly impersonates a ProMedX Health employee or other individual.

Removal of Sites

ProMedX Health cannot and does not screen all content provided on ProMedX Health self-web sites and does not assume any obligation to monitor content. HOWEVER, USER AGREES THAT ProMedX Health MAY MONITOR SITES AND CONTENT PERIODICALLY, AND ProMedX Health RESERVES THE RIGHT AT ITS SOLE DISCRETION TO REMOVE ANY SITE, WITHOUT NOTICE AND WITH NO OBLIGATION TO REFUND FEES PAID, WHICH IN ITS JUDGMENT IS IN VIOLATION OF THIS AGREEMENT OR OTHERWISE IS UNLAWFUL OR HARMFUL TO ProMedX Health AND/OR OTHER USERS. Copyright and Trademark Notices.

All contents of the ProMedX Health web site and/or self-replicating web site are Copyright © ProMedX Health All rights reserved. ProMedX Health, HTTP://WWW.ProMedXHealth.COM are trademarks of ProMedX Health, all pending or registered in U.S. Patent and Trademark Office. The material on this site may not be reproduced and may not be distributed, publicly performed, proxy cached or otherwise used, except with the prior express permission of ProMedX Health. Other product and company names mentioned herein might be the trademarks of their respective owners.

Requesting Reproduction Permissions

Permission is required prior to the reproduction of any material viewed on the ProMedX Health web site and/or the self-replicating web sites. While permission is not readily granted, serious inquiries will be considered. E-mail or write the Rights and Permissions Department of ProMedX Health at: ProMedX Health, Rights and Permissions, 1355 Wadsworth Blvd., Lakewood, CO 80214-4209 USA or e-mail: (Attention: Rights & Permissions)

Custodian of Records

Custodian of records is Michael Grant. All records required by law to be maintained by Publisher are located in the city of Lakewood, Colorado USA.

Privacy Statement (Users) ProMedX Health has created this privacy statement in order to demonstrate our firm commitment to privacy. The following discloses our information-gathering and dissemination practices for www.ProMedXHealth.com. Our site occasionally uses an order form for customers to request information, products and services. We collect visitors' contact information (like their email address) and financial information (like their account or credit card numbers). Contact information from the order form is used to send orders, information about our company, and promotional material from some of our Representatives to our customers. The customer's contact information is also used to get in touch with the visitor when necessary. Users may opt out of receiving future mailings. Financial information that is collected is used to bill the user for products and/or services. Our online surveys ask visitors for contact information (like their email address) and demographic information (like their zip code, age, or income level). We use contact data from our surveys to send the user information about our company and promotional material from some of our Representatives. The customer's contact information is also used to contact the visitor when necessary. Users may opt out of receiving future mailings. Demographic and profile data are also collected at our site. We use this data to tailor our visitors' experience at our site, showing them content that we think they might be interested in, and displaying the content according to their preferences. Anonymous demographic information is shared with advertisers and market researchers on an aggregate basis. Any email from ProMedX Health will include specific instructions on how to unsubscribe. ProMedX Health may, in its sole discretion, develop and use consumer research based on User's use of the service. All marketing information shall be subject, in all cases, to compliance with the applicable rules and regulations of the Communications Commission, and other relevant laws and regulations, as the same may be amended from time to time. ProMedX Health may use an outside ad company to display ads on our site. These ads may contain cookies. While we use cookies in other parts of our Web site, cookies received with banner ads are collected by our ad company, and we do not have access to this information. From time to time, products and services that may be of value to you will be offered by third parties interested in your business. ProMedX Health contains links to other related World Wide Web Internet sites, resources and sponsors of ProMedX Health. Selection of an ad banner or link redirects User off of ProMedX Health to a third party. Transactions that occur between the User and the third party are strictly between the User and the third party and are not the responsibility of ProMedX Health. Because ProMedX Health is not responsible for the availability of these outside resources or their privacy policy or content, User should direct any concerns regarding any external link to its site administrator or Webmaster.

Opt-Out

The ProMedX Health web site and/or self-replicating web sites provide Users the opportunity to opt-out of receiving communications from ProMedX Health and our Representatives at the point where we request information about the visitor.

Delete/ Deactivate

The ProMedX Health web site and/or self-replicating web sites provide Users with the following options for removing their information from our database, to not receive future communications, or to no longer receive our service. You can send e-mail to . You can enter your email address and enter UNSUBSCRIBE in the subject line. You can send mail to the following postal address: Customer Service, ProMedX Health INC. 1355 Wadsworth Blvd., Lakewood, CO 80214-4209 USA Phone 303-274-6564

Correct/Update

ProMedX Health gives users the following options for changing and modifying information previously provided. You can modify editable information through your back office. You can send email to You can contact ProMedX Health Headquarters.

Online Privacy Statement (Representatives and Website Owners)

At ProMedX Health, we share our Representative's and/or Website Owner's concerns regarding the use of personal information and we are committed to protecting you're the User's right to privacy. This statement is intended to explain how ProMedX Health uses the information that it collects when a Representative joins ProMedX Health. ProMedX Health must gather personal information for the genealogy, to track commissions, and to communicate effectively with its Website Owners and/or Representatives. Occasionally, ProMedX Health may contact subscribers with special offers, or make portions of our Representative and/or Website Owner list available to carefully screened companies that offer products and services ProMedX Health believes its subscribers may enjoy. If you do not want to receive these offers and/or information, and you would like to have your name removed from ProMedX Health marketing files, please email or write ProMedX Health at the address below. (You may opt out from lists used for either online or regular mail solicitation purposes.) Please understand that ProMedX Health may prepare mailings several months in advance and therefore, you could be contacted even after you have requested to be removed from our mailing lists. We apologize for any inconvenience this may cause and assure you that we will handle your request quickly. Your name will not be included in mailings prepared after your request is processed. ProMedX Health may use an outside ad company to display ads on our site. These ads may contain cookies. While we use cookies in other parts of our Web site, cookies received with banner ads are collected by our ad company, and we do not have access to this information. From time to time, we may put up a survey requesting demographic data or opinions from our consumers, Representatives, and Website Owners. This information may be used by our Editorial, Marketing or Advertising departments in order understand our audience better. We do not need to collect this type of data to fulfill your Representative, Website Owners, or consumer needs. Surveys of this type should be completed at your discretion. To contact us about any consumer, Representative, or Website Owner-related question, please email ProMedX Health at or send a letter to the following address: ProMedX Health INC, 1355 Wadsworth Blvd., Lakewood, CO 80214-4209 USA. Please include your full name and address in your correspondence.

General Provisions Usability

To the extent permitted by law, ProMedX Health shall not be liable for, and the Representative releases ProMedX Health from and waives all claims to, lost profits, indirect, direct, special or consequential damages, or any other loss incurred or suffered by the Representative as a result of (a) the breach by Representative of the Representative Agreement and/or the terms and conditions of the Rules and Regulations and Policies and Procedures, (b) the operation of Representative's business, (c) any incorrect or wrong data or information provided by Representative, or (d) the failure to provide any information or data necessary for ProMedX Health to operate its business, including without limitation, the enrollment and acceptance of Representative into the Compensation Plan or the payment of Commissions, Overrides and Bonuses.

Refund Provisions, Training Materials

This provision applies only to those residents of the State of Georgia (and other states making similar requirements) who are applying to become an Owner/Representative of ProMedX Health. If participant wishes to cancel the Representative Agreement, ProMedX Health agrees to repurchase from participant all unencumbered ProMedX Health products, sales aids, literature and promotional items which are in a reasonably reusable condition and which were acquired by the participant from ProMedX Health, at a price not less than 90% of the original net cost to the participant for purchase of the goods which is attributable to specific goods being returned. In addition, ProMedX Health agrees to repay 90% of all administrative fees that have not, at the time of termination, been provided to participant. ProMedX Health product or materials must be returned shipping prepaid by participant in order to receive the above refund.

Security

Each Representative must keep any ProMedX Health passwords and other secure access information confidential and notify promptly if the Representative believes that the security of his/her account has been compromised. ProMedX Health has taken reasonable steps to protect the security of online transactions. HOWEVER, ProMedX Health CANNOT AND DOES NOT WARRANT SUCH SECURITY AND WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING ANY SECURITY BREACHES.

Amendments

ProMedX Health reserves the right to amend the Rules set forth herein, its wholesale or suggested retail prices, ProMedX Health product availability and formulation, and Compensation Plan, as it deems appropriate. Amendments will be communicated to all Representatives in one or more of the following forms: online newsletters, email or email blast, written or published materials, circulated or made available to all Representatives or publication on the ProMedX Health web site. Amendments are effective and binding on all Representatives as of the date of issuance. In the event of any conflict between the agreement of the Rules and any such amendment, the amendment shall control.

Non-Waiver Provision

No failure of ProMedX Health to exercise any power or right under these Rules or to insist upon strict compliance by a Representative with any obligation or provision herein, and no custom or practice of the parties at variance with these Rules, shall constitute a waiver of ProMedX Health's right to demand exact compliance with these Rules. An authorized officer of ProMedX Health effect waiver by ProMedX Health only in writing. ProMedX Health's waiver of any particular default by a Representative shall not affect or impair ProMedX Health's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Representative. Nor shall any delay or omission by ProMedX Health to exercise any right arising from default affect or impair ProMedX Health's rights as to that or any subsequent default.

Arbitration

A. All disputes and claims relating to ProMedX Health, its products, the Representative Agreement, or the ProMedX Health Compensation Plan, including but not limited to (1) the rights and obligations of the Representative and ProMedX Health, (2) any other claims or causes of action relating to the performance of either the Representative or ProMedX Health under the Representative Agreement or the Rules and Regulations, and/or (3) the Representative's purchase of ProMedX Health products shall be settled totally and finally by arbitration in Lakewood, Colorado or such other location as ProMedX Health prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. Louisiana residents may arbitrate in New Orleans. 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 industry, selected from the panel that the American Arbitration Association provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. If the Representative files a claim or counterclaim against ProMedX Health, the Representative shall do so on an individual basis and not with any other Representative 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 arbitrate shall survive any termination or expiration of the Representative Agreement.

B. Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity or registration of any mark or other intellectual property or proprietary confidential information of ProMedX Health without ProMedX Health's prior written consent. ProMedX Health seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to ProMedX Health. In addition to monetary damages, ProMedX Health may obtain injunctive relief against the Representative for any violation of the Representative Agreement and for any violation or misuse of ProMedX Health's trademark, copyright or confidential information policies. C. Nothing in this rule shall prevent ProMedX Health from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergent relief available to safeguard and protect ProMedX Health's interest prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.D. The existence of any claim or cause of action of the Representative against ProMedX Health, whether predicated on the Representative Agreement or otherwise, shall not constitute a defense to ProMedX Health's enforcement of the Representative's covenants and agreements contained in the Representative Agreement or the Rules.

Jurisdiction and Venue

The Representative Agreement and the Rules shall be construed enforced in accordance with the laws of the State of Colorado without reference legal principles that would cause the law of another jurisdiction to be applied. Causes of action between the parties hereto of any type, whether on the Representative Agreement, on fraud or any other tort, or grounded in principles of strict liability or statutes of any kind, shall be heard exclusively in a court of competent jurisdiction in Denver County, Colorado, party hereby submitting to the jurisdiction of such courts and expressly waiving the right to bring suit in all other courts. In any cause of action the winner shall be entitled to recovery of all reasonable attorney fees, court costs and other costs of the action.

Official Language/Definitions

The English version of these Rules, as maintained by ProMedX Health, is the official version and shall control over any other language version(s), which may be made available for ease of reference for some Representatives. As used in the ProMedX Health materials, when the term, sell and words of similar import are used to describe the sales activities of a Representative, this is an abbreviated reference to the promotional activities of Representative with respect to sales and it is understood that all are between ProMedX Health and the purchaser, not between the Representative and the purchaser.

Official Correspondence

Official correspondence must be sent via postal mail to: ProMedX Health 1355 Wadsworth Blvd., Lakewood, CO 80214-4209 USA. Phone 303-274-6564.

Entire Agreement

This statement of Rules and Regulations/Policies & Procedures (along with the Compensation Plan) is incorporated into the Representative Application and Agreement and constitutes the entire agreement of the parties regarding their business relationship. No other promises, representations, guarantees or agreements of any kind shall be valid unless in writing. If any provision herein is held to be invalid, all other provisions shall remain valid and enforceable.