a) cease business operations; or
b) dissolve as a corporate entity.

Further, UWA has the right to terminate this Agreement at its sole election, for any reason, upon thirty (30) days written notice to you. You understand that you have the right to cancel at any time, regardless of reason.

8. You understand that your marketing and promotion of UWA, its products and services, the UWA opportunity, and the marketing and Compensation Plan shall be consistent with the public interest, avoiding all discourteous, deceptive, misleading, unethical, illegal or immoral conduct or practices.

9. You will not promote your Independent Representative business nor use the UWA name, or the trade names, logos, sales materials, trademarks or service marks of UWA, except in materials provided by UWA, or in a manner that properly communicates the trademark status of the UWA trade name. You understand that unauthorized use or duplication of trademarks or copyrighted materials is a violation of federal and state law.

10. You are solely responsible for supervising and supporting any and all Independent Representatives you sponsor into the program and in your commissionable down line. You agree to maintain monthly communication and support to those Independent Representatives in your commissionable down line by way of any of the following, or combination thereof: personal contact, telephone communication, written communication including frontline messaging, e-mail and attendance at Independent Representative meetings.

11. Commissions payments:
    A) You understand that commissions and bonuses will be paid out only if the gross payout amount is greater than $20.00. You understand that if payouts do not exceed these levels, then payment will be carry over until such time as they meet or exceed these payment levels.
    
    B) You understand that UWA pays commission to most of its Independent Representatives via online payment processors.  any Independent Representatives who requests to be paid by checks will be responsible for any "stop payment" fee on lost or stolen checks. In the event that UWA has to stop payment on a check, a $30.00 fee will be deducted from the replacement check.
    
    C) You understand that commissions accrued, and even paid, are subject to reversal in the event of refund, charge-backs, error, duplicates or fraud.
    
    D) You understand that you will be charged a payment processing fee for each compensation payment made to you hereunder. You understand that this payment processing fee will be $5.00 and that UWA reserves the right to change these processing fees in its sole discretion.
     

12. You understand that display of commission information and the making of income projections to prospective Independent Representatives are prohibited.
     

13. You understand that if this Agreement is cancelled or terminated for any reason, you cannot re-enter into an Independent Representative Agreement with UWA for a minimum period of three (3) months from the termination or cancellation date without the prior written consent of UWA.
     

14. You understand that you shall not be treated as an employee of UWA for federal or state tax purposes. UWA is not responsible for federal or state tax withholding, and shall not withhold or deduct from your commissions and/or bonuses, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. Under penalties of perjury, you certify that:
    
    a) You Understand that if you are a U.S. resident (including a U.S. resident alien), you must submit your correct Social Security Number or Employer Identification Number (both collectively referred to as "Taxpayer Identification Number" or "TIN"), and
    
    b) You are not subject to backup withholding because: (I) you are exempt from backup withholding, or (ii) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest and dividends, or (iii) the IRS has notified you that you are no longer subject to backup withholding, and
    
    If federal or State tax withholding becomes legally required for you, you will contact UWA immediately.
     

15. You agree, and hereby subscribe, to receive marketing communications and related correspondence from UWA via email at the email address you provided to UWA.
     

16. You give permission for UWA to use your name in newsletters, announcements and other representative or marketing communications. You agree to share your e-mail address and name with your entire upline.
     

17. You agree to protect, defend, indemnify and hold UWA, its agents, shareholders, employees, officers, directors, subsidiaries and affiliates, successors and assigns (individually, an "Indemnified Party", collectively, the "Indemnified Parties"), harmless from and against any and all third party claims, lawsuits, demands, actions, liabilities, losses, damages and expenses (including but not limited to the amount of any court costs and legal fees) (collectively, "Claims") arising out of or resulting from (I) your breach of this Agreement, (II) the use by you of the UWA's products and/or materials in a manner not specifically permitted by this Agreement, (III) Claims involving improper labeling or advertising of the UWA's products and services by you, or (IV) Claims that trademarks and/or materials that you use in association with your position as an Independent Representative, with the exception of any trademarks and materials supplied to you by UWA, infringe the rights of third parties. UWA shall notify you promptly in writing of a Claim for which it may seek indemnification from you under this article. The Indemnified Party shall have the right to participate in the defense of the Claim through counsel of its selection at its own expense. UWA shall have the right at all times, in its sole discretion, to control the defense of the Claim, and no Claim shall be settled without UWA's prior consent.
     

18. If any provision of this Agreement should be determined by a court of competent jurisdiction to be void or in any measure unenforceable, the parties intend that such determination shall amend or modify this Agreement by eliminating or modifying only those provisions affected by the determination.

19. You understand that this Agreement is governed by the laws of Georgia. The parties agree that any claim, dispute or other difference between them shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur at Lyons, GA. Louisiana Independent Representatives arbitrate at New Orleans, Louisiana.

As an Independent Representative of UWA, you have a right to cancel this Agreement at any time, regardless of reason. If you wish to cancel this Agreement, you must contact our corporate office.