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POLICIES AND PROCEDURES INDEPENDENT MARKETING REPRESENTATIVES MEMBERSHIP AGREEMENT 1. POLICIES AND COMPENSATION AGREEMENT- THE AFOREMENTIONED POLICIES IN PRESENT FORM AND AS AMENDED AT THE SOLE DISCRETION OF NXS GOLF, INC. ARE INCORPORATED INTO AND FORM AN INTEGRAL PART OF, THE NXS GOLF, INC. INDEPENDENT MARKETING REPRESENTATIVE AGREEMENT (HEREAFTER REFERRED TO AS “MEMBER AGREEMENT” OR “AGREEMENT”). THE TERM “AGREEMENT” COLLECTIVELY REFERS TO THE NXS GOLF, INC. APPLICATION, POLICIES AND PROCEDURES, AND COMPENSATION PLAN AND THE TERM “MEMBER” REFERS TO INDEPENDENT MARKETING REPRESENTATIVE. EACH MEMBER IS RESPONSIBLE FOR READING, UNDERSTANDING AND ADHERING TO THE POLICIES AND PROCEDURES IN THEIR ENTIRETY. IT IS THE RESPONSIBILITY OF SPONSORING MEMBERS TO ASSURE EACH PERSONALLY ENROLLED MEMBER HAS ONLINE ACCESS TO THESE POLICIES AND PROCEDURES PRIOR TO THE EXECUTION OF THEIR AGREEMENT. 2. AGREEMENT COMPLIANCE- NXS GOLF, INC. HAS ESTABLISHED AFFILIATIONS AND REPRESENTS THE MOST RECOGNIZED CORPORATIONS IN THE GOLF EQUIPMENT, RETAIL, TRAVEL AND GOLF SERVICES INDUSTRY. THE SUCCESS OF OUR CORPORATION AND OUR MEMBERS IS PREDICATED ON THE INTEGRITY AND PROFESSIONALISM OF OUR MEMBERS. THEREFORE, THE RELATIONSHIP BETWEEN NXS GOLF, INC. AND ITS MEMBERS MUST BE CLEARLY DEFINED AS SET FORTH IN THE AGREEMENT WITH NXS GOLF, INC. MEMBERS ARE REQUIRED TO COMPLY WITH ALL TERMS AND CONDITIONS OF THE AGREEMENT IN WHICH NXS GOLF, INC., MAY AMEND AT ITS SOLE DISCRETION, AS WELL AS ALL FEDERAL, STATE, AND LOCAL LAWS GOVERNING NXS GOLF, INC. BUSINESS AND THEIR CONDUCT. MEMBERS ARE INDEPENDENT MARKETING REPRESENTATIVES AND SHOULD REVIEW AND ABIDE BY THE STANDARDS SET FORTH IN THE AGREEMENT. THE AGREEMENT GOVERNS THE RELATIONSHIP BETWEEN NXS GOLF, INC. AND ITS MEMBERS. 3. AGREEMENT AMENDMENTS- DUE TO POSSIBLE PERIODICAL CHANGES IN FEDERAL, STATE AND LOCAL LAWS, NXS GOLF, INC. RESERVES THE RIGHT TO AMEND THE AGREEMENT AT ITS SOLE DISCRETION. BY SIGNING THE AGREEMENT MEMBER AGREES TO ABIDE BY ALL AMENDMENTS AND OR MODIFICATIONS BY NXS GOLF, INC. NXS GOLF, INC. SHALL NOTIFY MEMBERS OF AMENDED PROVISIONS BY ELECTRONIC EMAIL AND OR POSTING TO NXS GOLF, INC. WEBSITE. THE CONTINUATION OF MEMBERSHIP AND ACCEPTANCE OF COMMISSIONS CONSTITUTES ACCEPTANCE OF ANY AND ALL AMENDMENTS. 4. SEVERABILITY- SHOULD ANY PROVISION OF THE AGREEMENT, IN ITS CURRENT OR AMENDED FORM IS FOUND TO BE INVALID, OR UNENFORCEABLE FOR ANY REASON, ONLY THE INVALID PORTION(S) OF THE PROVISION SHALL BE SEVERED. THE REMAINING TERMS AND PROVISIONS SHALL REMAIN IN FORCE AND EFFECT AND SHALL BE CONSTRUED AS IF SUCH INVALID, OR UNENFORCEABLE PROVISION NEVER EXISTED AS PART OF THE AGREEMENT. 5. WAIVER- NO FAILURE OF NXS GOLF, INC. TO ENFORCE COMPLIANCE OF THE AGREEMENT AND APPLICABLE LAWS GOVERNING THE CONDUCT OF BUSINESS, OR OBLIGATION OR PROVISION OF THE AGREEMENT, SHALL CONSTITUTE A WAIVER OF NXS GOLF, INC.’S RIGHT FOR EXACT COMPLIANCE OF THE TERMS AND CONDITIONS OF THE AGREEMENT. SUCH WAIVER CAN ONLY BE EFFECTUATED BY AN AUTHORIZED OFFICER OF NXS GOLF, INC. NXS GOLF, INC.’S WAIVER OF ANY BREECH BY A MEMBER SHALL NOT AFFECT OR IMPAIR THE RIGHTS OF NXS GOLF, INC., WITH RESPECT TO ANY SUBSEQUENT BREECH. NOR SHALL IT AFFECT IN ANY WAY THE RIGHTS OR OBLIGATIONS OF ANY OTHER MEMBER. NO DELAY OR OMISSION BY NXS GOLF, INC., TO EXERCISE ANY RIGHT ARISING FROM A BREECH SHALL AFFECT OR IMPAIR NXS GOLF, INC.’S RIGHTS TO ANY BREECH. A CLAIM OR CAUSE OF ACTION BY ANY MEMBER AGAINST NXS GOLF, INC., SHALL NOT CONSTITUTE A DEFENSE TO THE ENFORCEMENT BY NXS GOLF, INC. OF ANY TERM OR PROVISION OF THE AGREEMENT. 6. MEMBERSHIP BENEFITS- • PERSONAL REPLICATED WEBSITE WITH APPROVAL OF NATIONAL AFFILIATE PROGRAMS • POTENTIAL RESIDUAL COMMISSIONS ON PERSONAL SALES OF MEMBERSHIPS ON SEVEN LEVELS. COMMISSIONS ON TRAVEL SALES THROUGH NXS GOLF TRAVEL • SAVINGS ON NAME BRAND EQUIPMENT FROM TOP GOLF RETAILERS, HOTELS AND RESORTS, TRAVEL PACKAGES IN OVER 50 COUNTRIES, GOLF SERVICES,AND CAR RENTAL • PERSONAL RECREATIONAL HANDICAP SCORING SYSTEM WITH HOLE BY HOLE TRENDING ANALYSIS AND AUTOMATIC HANDICAP CALCULATIONS WITH VIRTUAL GOLF CLUB MEMBERSHIP OPTION (2009) FOR OBTAINING USGA HANDICAP • COMPREHENSIVE GOLF COVERAGE AND STATISTICS FOR THE PGA, LPGA, CHAMPIONS, EUROPEAN AND NATIONWIDE TOURS • SAVINGS AND AVAILABILITY ON TEE TIMES FOR THOUSANDS OF COURSES NATIONWIDE • COMMISSIONS APPLIED DIRECTLY TO CASH/DEBIT MASTERCARD POSSIBLE TAX ADVANTAGES OF HOME BASED ONLINE GOLF MARKETING BUSINESS (NXS GOLF MAKES NO CLAIMS REGARDING CERTAIN TAX BENEFITS / MEMBERS ARE URGED TO SEEK ADVICE OF A PROFESSIONAL ACCOUNTANT) 7. NXS GOLF MARKETING & COMPENSATION PLAN COMPLIANCE- MEMBERS MUST COMPLY TO THE TERMS AND CONDITIONS OF THE NXS GOLF, INC. MARKETING AND COMPENSATION PLAN AS SET FORTH. MEMBERS MUST NOT OFFER NXS GOLF MEMBERSHIPS THROUGH OR IN COMBINATION WITH ANY OTHER SYSTEM, PROGRAM, OR METHOD OF MARKETING OTHER THAN THE TERMS AND CONDITIONS SPECIFICALLY SET FORTH BY NXS GOLF ON THE OFFICIAL WEBSITE OF NXS GOLF. MEMBERS SHALL NOT REQUIRE OR ENCOURAGE CURRENT OR PROSPECTIVE MEMBERS TO PARTICIPATE IN NXS GOLF, INC. IN ANY MANNER THAT VARIES FROM THE OFFICIAL PROGRAM SET FORTH BY NXS GOLF, INC. MEMBERS SHALL NOT REQUIRE OR ENCOURAGE PROSPECTIVE MEMBERS TO EXECUTE ANY AGREEMENT OR CONTRACT OTHER THAN THE OFFICIAL NXS GOLF, INC.,ONLINE AGREEMENT TO BECOME A MEMBER OF NXS GOLF, INC. 8. ADVERTISING & PROMOTION- MEMBERS WILL REPRESENT NXS GOLF, INC. WITH INTEGRITY AND PROFESSIONALISM AND SHALL ABSTAIN FROM PRACTICES WHICH WOULD BE CONSIDERED TO BE DECEPTIVE, MISLEADING, UNETHICAL, IMMORAL OR ILLEGAL. MEMBERS SHALL NOT PRODUCE OR DESIGN ADVERTISEMENTS, SALES AIDS, AND PROMOTIONAL MATERIALS OR ALTER WEB PAGES IN ANY MANNER. OFFICIAL NXS GOLF, INC. BUSINESS CARDS, MARKETING MATERIALS AND BROCHURES MAY BE ORDERED OR PRODUCED ONLINE UTILIZING TEMPLATES PROVIDED IN THE MEMBER’S BACK OFFICE OF THEIR REPLICATED NXS GOLF®, INC. WEBSITE. 9. REPLICATED MEMBER WEBSITES- NXS GOLF, INC. MEMBER WEBSITES ARE A REPLICATION OF THE OFFICIAL NXS GOLF, INC. WEBSITE AND ARE SUBJECT TO THE ACCEPTANCE AND APPROVAL BY OUR AFFILIATE PROGRAMS. THEY ARE DESIGNED TO PROMOTE OUR AFFILIATES AND ENCOURAGE HIGH VOLUME SALES FOR OUR MEMBERS. WE HAVE ESTABLISHED RELATIONSHIPS WITH THE BEST AFFILIATE PROGRAMS FOR GOLF RETAIL, TRAVEL, HOTELS & RESORTS, AND GOLF SERVICES. NXS GOLF, INC. UTILIZED THE MOST ADVANCED SOFTWARE AVAILABLE FOR MEMBER BACK OFFICE CAPABILITIES. MEMBERS SHALL NOT ALTER WEB PAGES IN ANY MANNER OR ADVERTISE NXS GOLF, INC. OR ANY OF ITS ASSOCIATES OR AFFILIATES ON ANY OTHER PERSONAL OR BUSINESS RELATED WEBSITE. 10. EMAIL & DOMAIN NAMES- MEMBERS ARE PROHIBITED TO USE OR ATTEMPT TO REGISTER ANY OF NXS GOLF, INC.'S TRADEMARKS, TRADE NAMES, DOMAINS, SERVICE MARKS, COMPANY NAME, OR ANY DERIVATIVE THEREOF. WHEN CHOOSING DOMAIN FOR REPLICATED SITE, MEMBERS SHALL NOT USE ANY LETTERS, NAME, AND/OR COMBINATIONS OF LETTERS AND NUMBERS WHICH WOULD BE CONSIDERED DISTASTEFUL, UNPROFESSIONAL OR OFFENSIVE. 11. TRADEMARKS AND COPYRIGHTS- NXS GOLF, INC. PROHIBITS USE OR REPRODUCTION OF TRADEMARKS, TRADE NAMES, SYMBOLS, OR DESIGNS OF NXS GOLF, INC. OR ANY PRODUCTS, AFFILIATES, SERVICES OR ORGANIZATIONS PROMOTED BY NXS GOLF BY ANY PERSON(S) INCLUDING NXS GOLF, INC. MEMBERS, WITHOUT WRITTEN PERMISSION FROM AN OFFICER OF SAID SERVICE OR CORPORATION AND NXS GOLF, INC. 12. MEDIA INQUIRIES- MEMBERS SHALL NOT RESPOND TO INQUIRIES BY MEDIA SOURCES REGARDING NXS GOLF, INC. OR REPRESENT NXS GOLF, INC. AS AN EMPLOYEE OF NXS GOLF, INC. ALL INQUIRIES BY ANY MEDIA SOURCE SHOULD BE REFERRED TO NXS GOLF.COM AT info@nxsgolf.com OR IN WRITING TO NXS GOLF®, INC.,MEDIA DEPARTMENT, 2231 VICTORY LANE, SUITE 300, BIRMINGHAM, AL 35216 13. UNSOLICITED COMMUNICATIONS BY MEMBERS- NXS GOLF, INC. DOES NOT PERMIT MEMBERS TO SEND UNSOLICITED COMMERCIAL EMAILS UNLESS SUCH EMAILS COMPLY WITH APPLICABLE LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THE FEDERAL CAN SPAM ACT. MEMBERS ARE PROHIBITED TO TRANSMIT UNSOLICITED FAXES OR USE AUTOMATIC TELEPHONE DIALING SYSTEMS RELATIVE TO THEIR MEMBERSHIP OPERATION. THE TERM "AUTOMATIC TELEPHONE DIALING SYSTEM" REFERS TO EQUIPMENT WITH THE CAPACITY TO (A): PRODUCE OR STORE PHONE NUMBERS TO BE DIALED, USING A RANDOM OR SEQUENTIAL NUMBER GENERATOR; AND (B) THE ABILITY TO DIAL SUCH NUMBERS. THE TERM "UNSOLICITED" IS DEFINED AS THE TRANSMISSION OF ANY MATERIAL OR INFORMATION PROMOTING NXS GOLF, INC. WHICH IS TRANSMITTED TO ANY PERSON(S) WITHOUT PRIOR PERMISSION. 14. APPROVED COMMUNICATIONS BY MEMBERS- MEMBERS MAY PROMOTE NXS GOLF, INC. BY TELEPHONE OR ELECTRONIC MAIL TO PERSONS WHO (A): THAT PERSON(S) HAS EXPRESSED A PRIOR INVITATION OR PERMISSION (B): MEMBER HAS ESTABLISHED A PERSONAL OR BUSINESS RELATIONSHIP WITH SAID PERSON(S) "MEANING A PRIOR OR EXISTING RELATIONSHIP FORMED VOLUNTARILY BY TWO WAY COMMUNICATION BETWEEN A MEMBER AND SAID PERSON(S) (C): A PERSONAL OR FAMILY RELATIONSHIP WHICH HAS NOT BEEN PREVIOUSLY TERMINATED BY EITHER PARTY. 15. TELEMARKETING BY MEMBERS- NXS GOLF, INC. PROHIBITS MEMBERS FROM UTILIZING TELEMARKETING PRACTICES IN RELATION TO THEIR MEMBERSHIP, AND PROSPECTIVE MEMBERS. THE FEDERAL TRADE COMMISSION AND THE FEDERAL COMMUNICATIONS COMMISSION HAVE LAWS RESTRICTING TELEMARKETING PRACTICES. THE TERM “TELEMARKETING” IS DEFINED AS THE PLACEMENT OF ONE OR MORE TELEPHONE CALLS TO A PERSON OR ENTITY TO INDUCE ENROLLMENT OR PROMOTE PRODUCTS OR SERVICES. CALLS ARE PERMISSIBLE UNDER THE FOLLOWING SCENARIOS: (A): MEMBER HAS AN ESTABLISHED BUSINESS OR PERSONAL RELATIONSHIP WITH THE PROSPECT (B): MEMBER RECEIVES WRITTEN AND SIGNED PERMISSION FROM THE PROSPECT AUTHORIZING MEMBER TO CALL (C): MEMBER MAY CALL FAMILY MEMBERS, PERSONAL FRIENDS, AND ACQUAINTANCES (A PERSON(S) WITH WHOM MEMBER HAS HAD A RECENT FIRST HAND RELATIONSHIP WITHIN THE PRECEDING 3 MONTHS). 16. DEVELOPMENT RESPONSIBILITIES - MEMBERS HAVE AN ONGOING RESPONSIBILITY TO PERSONALLY PROMOTE NXS GOLF, INC. THROUGH THE GENERATION OF NEW MEMBERSHIPS AND SALES THROUGH THEIR REPLICATED WEBSITES. ALTHOUGH NXS GOLF, INC. DOES NOT MANDATE SALES OR MEMBERSHIP QUOTAS FOR ITS MEMBERS, AFFILIATE PROGRAMS MAY REQUIRE MEMBERS TO MEET CERTAIN ACTIVITY LEVELS TO RETAIN ACTIVE STATUS WITH THE AFFILIATE. SEE INDIVIDUAL AFFILIATE PROGRAM TERMS AND CONDITIONS. 17.DIRECT AFFILIATE PROGRAM(S) AGREEMENTS- IN ORDER TO RECEIVE COMMISSIONS FOR PRODUCTS SOLD THROUGH DIRECT AFFILIATE PROGRAMS CHOSEN BY NXS GOLF, INC., MEMBERS MUST INDIVIDUALLY JOIN AND MEET THE CRITERIA OF THE AFFILIATES. MEMBERS ARE BOUND BY THE AGREEMENTS AND ARE ENCOURAGED TO READ EACH AGREEMENT CAREFULLY. THE MEMBERSHIP AGREEMENT WITH NXS GOLF, INC. IS NOT CONSIDERED TO BE, WHOLE, OR IN PART AN AMENDMENT OF THE AFFILIATE AGREEMENT(S) AND DOES NOT SUPERSEDE ANY CONDITIONS OR POLICIES THEREOF. ALTHOUGH NXS GOLF, INC.’S OFFICIAL SITE HAS BEEN APPROVED BY THE AFFILIATE PROGRAMS, NXS GOLF, INC. DOES NOT GUARANTEE ACCEPTANCE FOR MEMBERS DUE TO UNFORESEEN CHANGES IN POLICIES AND CONDITIONS OF THE AFFILIATE PROGRAMS. 18. COMMISSIONS- MEMBERSHIP SALES COMMISSIONS WILL BE PAID BY NXS GOLF, INC. ON THE 15TH OF EACH MONTH, APPLIED DIRECTLY TO A MASTERCARD CASH/DEBIT CARD ISSUED THROUGH PAY PARTNERS. MONTHLY MEMBERSHIP FEE MAY BE DEDUCTED FROM EARNED COMMISSIONS PRIOR TO DEPOSIT TO MEMBER ACCOUNT EACH MONTH. (CERTAIN FEES APPLY SEE PAY PARTNERS ON OPPORTUNITY PAGE) NXS GOLF TRAVEL COMMISSIONS ARE PAID DIRECTLY TO MEMBERS THROUGH GOLF PAC TRAVEL. DUE TO POSSIBLE TRAVEL DELAYS, COURSE CONDITIONS AND CANCELLATIONS, COMMISSIONS ARE PAID 60 DAYS AFTER TRAVEL IS COMPLETE. 19. MEMBER ACTIVITY REPORTS- INFORMATION PROVIDED BY NXS GOLF, INC. ONLINE INCLUDING BUT NOT LIMITED TO, MEMBERSHIP SALES, PERSONAL AND DOWN LINE ACTIVITY, IS BELIEVED TO BE ACCURATE AND RELIABLE. HOWEVER, DUE TO VARIOUS FACTORS INCLUDING THE POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY AND OR COMPLETENESS OF THE INFORMATION IS NOT GUARANTEED BY NXS GOLF, INC. ALL MEMBERSHIP SALES INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED. NXS GOLF, INC., UNDER THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND/OR OTHER PERSONS CREATING OR TRANSMITTING INFORMATION WILL IN NO EVENT BE LIABLE TO ANY MEMBER OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE FROM THE USE OF OR ACCESS TO SAID INFORMATION (INCLUDING BUT NOT LIMITED TO LOST COMMISSIONS, SALES, OR LOSS OF OPPORTUNITY AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF SAID INFORMATION), EVEN IF NXS GOLF, INC. SHALL HAVE BEEN INFORMED OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NXS GOLF, INC. INCLUDING BUT NOT LIMITED TO ITS OFFICERS, BOARD OF DIRECTORS AND EMPLOYEES, SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS OR SERVICES LIABILITY, OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO. DOWN LINE ACTIVITY REPORTS ARE ACCESSIBLE THROUGH MEMBER’S REPLICATED WEBSITE. INFORMATION IS PASSWORD PROTECTED AND THE INFORMATION CONTAINED THEREIN IS CONFIDENTIAL AND CONSTITUTES PROPRIETARY INFORMATION BELONGING TO NXS GOLF, INC. UP LINE AND DOWN LINE INFORMATION IS PROVIDED TO MEMBERS IN CONFIDENCE AND IS AVAILABLE TO MEMBERS FOR THE SOLE PURPOSE OF ASSISTING MEMBERS IN DEVELOPMENT OF THEIR MEMBERSHIP BUSINESS. THE MEMBER AND NXS GOLF, INC. CONSIDER THIS AN AGREEMENT OF CONFIDENTIALITY AND NON-DISCLOSURE, AND MEMBER SHALL NOT ON HIS OR HER BEHALF, OR ON THE BEHALF OF ANY OTHER PERSON, (A): DIRECTLY OR INDIRECTLY DISCLOSE ANY INFORMATION CONTAINED CONCERNING UP LINE/DOWN LINE ACTIVITY (B): DIRECTLY OR INDIRECTLY DISCLOSE PASSWORD OR ACCESS CODE TO HIS OR HER DOWN LINE REPORT (C): USE INFORMATION TO COMPETE WITH NXS GOLF, INC., OR ANY OTHER PURPOSE OTHER THAN HIS OR HER NXS GOLF, INC. MEMBERSHIP (D): TO SOLICIT, INFLUENCE OR INDUCE ANY MEMBER TO ALTER THEIR BUSINESS RELATIONSHIP WITH NXS GOLF,INC. (E): USE OR DISCLOSE INFORMATION TO ANY PERSON, PARTNERSHIP, CORPORATION OR ASSOCIATION. AFFILIATE SALES INFORMATION SHALL BE THE SOLE RESPONSIBILITY OF THE INDIVIDUAL AFFILIATE PROGRAM AND WILL BE PROVIDED THROUGH THE AFFILIATE WEBSITE FOR EACH MEMBER AS PER THE TERMS AND CONDITIONS OF THE INDIVIDUAL AFFILIATE PROGRAM. 20. PRODUCTS AND SERVICES GUARANTEES- NXS GOLF, INC. STRIVES TO PROVIDE THE BEST QUALITY PRODUCTS AND SERVICES TO ITS MEMBERS. HOWEVER, NXS GOLF, INC. DOES NOT GUARANTEE THE QUALITY OR SATISFACTION OF PRODUCTS AND SERVICES PROVIDED THROUGH OUR AFFILIATE PROGRAMS. PRODUCT GUARANTEES, RETURNS, CANCELLATIONS, OR ANY OTHER DISPUTE OR SITUATION, SHALL BE THE RESPONSIBILITY OF THE RETAILER OR SERVICE PROVIDER AS PER THE TERMS AND CONDITIONS OF EACH INDIVIDUAL AFFILIATE PROGRAM. SHOULD A MEMBER ENCOUNTER A PROBLEM WHICH IS NOT RESOLVED IN A TIMELY MANNER, THEY ARE ENCOURAGED TO SEND THE INFORMATION TO NXS GOLF, INC., MEMBER SERVICES, 2231 VICTORY LANE, SUITE 300, BIRMINGHAM, AL 35216. 21. DISCIPLINARY ACTIONS AND DISPUTE RESOLUTION- A MEMBER’S VIOLATION OF THE AGREEMENT, THESE POLICIES AND PROCEDURES, VIOLATION OF ANY COMMON LAW DUTY, INCLUDING BUT NOT LIMITED TO ANY APPLICABLE DUTY OF LOYALTY, ANY ILLEGAL, FRAUDULENT, DECEPTIVE OR UNETHICAL BUSINESS CONDUCT, OR ANY ACT OR OMISSION BY A MEMBER THAT, IN THE SOLE DISCRETION OF NXS GOLF, INC. MAY DAMAGE THE COMPANY’S REPUTATION OR GOODWILL, NXS GOLF, INC. AT THE COMPANY’S SOLE DISCRETION, MAY IMPOSE ONE OR MORE OF THE FOLLOWING MEASURES: (A): ISSUANCE OF AN ELECTRONIC OR WRITTEN WARNING OR ADMONITION REQUIRING MEMBER TO TAKE IMMEDIATE CORRECTIVE MEASURES (B) A HOLD ON PERSONAL COMMISSIONS UNTIL CORRECTIVE MEASURES ARE TAKEN AND THE ISSUE(S) IS RESOLVED TO THE COMPLIANCE OF THE AGREEMENT TO THE SATISFACTION OF THE COMPANY (C): SUSPENSION OR INVOLUNTARY TERMINATION OF THE OFFENDERS MEMBERSHIP AGREEMENT (D): ANY OTHER MEASURE EXPRESSLY ALLOWED WITHIN THE PROVISIONS OF THE AGREEMENT OR WHICH NXS GOLF, INC. DEEMS PRACTICABLE TO IMPLEMENT AND APPROPRIATE TO EQUITABLY RESOLVE INJURIES CAUSED BY PARTIALLY OR EXCLUSIVELY BY THE MEMBERS POLICY VIOLATION OR CONTRACTUAL BREACH. (E) THE COMPANY MAY SEEK MONETARY AND/OR EQUITABLE RELIEF BY LEGAL PROCEEDINGS IN CERTAIN SITUATIONS IF SO DEEMED BY NXS GOLF, INC. 22. COMPLAINTS AND GRIEVANCES- SHOULD A MEMBER HAVE A GRIEVANCE OR COMPLAINT WITH ANOTHER MEMBER CONCERNING ANY PRACTICE OR CONDUCT IN RELATIONSHIP TO THEIR RESPECTIVE NXS GOLF, INC. MEMBERSHIP, THE COMPLAINING MEMBER SHOULD FIRST REPORT THE PROBLEM NXS GOLF, INC. MEMBER SERVICES OR ONLINE @ kevinprince@nxsgolf.com. TO HAVE THE MATTER REVIEWED. MEMBER SERVICES WILL REVIEW THE FACTS AND WORK TO RESOLVE THE GRIEVANCE OR COMPLAINT. 23. ARBITRATION- ANY CLAIM OR CONTROVERSY ARISING FROM OR RELATING TO THE AGREEMENT, OR THE BREECH THEREOF, SHALL BE SETTLED BY ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. ALL ARBITRATION PROCEEDING SHALL BE HELD IN BIRMINGHAM, ALABAMA. MEMBERS WAIVE ALL RIGHTS TO TRIAL BY JURY OR TO ANY COURT. ALL PARTIES SHALL BE ENTITLED TO ALL DISCOVERY RIGHTS PURSUANT TO THE FEDERAL RULES OF CIVIL PROCEDURE. THERE SHALL BE ONE ARBITRATOR, AN ATTORNEY AT LAW, WHO SHALL HAVE EXPERTISE IN BUSINESS LAW TRANSACTIONS WITH EXTENSIVE PUBLICLY NOTED KNOWLEDGE IN DIRECT SALES INDUSTRIES, SELECTED FROM THE PANEL WHICH THE AMERICAN ARBITRATION ASSOCIATION PROVIDES. EACH PARTY TO THE ARBITRATION WILL BE RESPONSIBLE FOR ITS OWN COSTS AND EXPENSES OF ARBITRATION, INCLUDING LEGAL AND FILING FEES. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON THE PARTIES AND MAY, IF NECESSARY, BE REDUCED TO A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THIS AGREEMENT TO ARBITRATION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGREEMENT. NOTHING IN THE AGREEMENT TERMS AND CONDITIONS SHALL PREVENT NXS GOLF, INC., FROM APPLYING TO AND OBTAINING FROM ANY COURT HAVING JURISDICTION A WRIT OF ATTACHMENT, A TEMPORARY, PRELIMINARY, OR PERMANENT INJUNCTION OR OTHER AVAILABLE RELIEF TO PROTECT NXS GOLF, INC.’S INTEREST PRIOR TO, DURING, OR FOLLOWING THE FILING OF ANY ARBITRATION OR OTHER PROCEEDING OR PENDING THE RENDITION OF A DECISION OR AWARD IN CONNECTION THEREOF. 24. JURISDICTION AND GOVERNING LAW- JURISDICTION AND VENUE OF ANY MATTER NOT SUBJECT TO ARTBITRATION SHALL RESIDE IN JEFFERSON COUNTY, STATE OF ALABAMA, UNLESS THE LAWS OF THE STATE IN WHICH A MEMBER RESIDES REQUIRE THE APPLICATION OF ITS STATE LAWS. ALL MATTERS OF ARBITRATION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. THE LAW OF THE STATE OF ALABAMA SHALL GOVERN ALL OTHER MATTERS RELATING TO OR ARISING FROM THE AGREEMENT UNLESS THE LAWS OF THE STATE IN WHICH A MEMBER RESIDES REQUIRE THE APPLICATION OF ITS STATE LAWS. NOTWITHSTANDING THE FOREGOING, AND THE ARBITRATION PROVISION IN SECTION 23, RESIDENTS OF THE STATE OF LOUISIANA, SHALL BE ENTITLED TO BRING ACTION AGAINST NXS GOLF, INC. IN THEIR HOME FORUM. 25. EFFECT OF MEMBERSHIP CANCELLATION- NXS GOLF,INC. SHALL PAY COMMISSIONS IN ACCORDANCE WITH THE MARKETING AND COMPENSATION PLAN, TO ACTIVE MEMBERS IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE MEMBERSHIP AGREEMENT AND THESE POLICIES AND PROCEDURES. MEMBER COMMISSIONS CONSTITUTE THE ENTIRE CONSIDERATION FOR THE MEMBER’S EFFORTS IN GENERATING SALES AND ALL ACTIVITIES RELATED TO GENERATING SALES (INCLUDING BUILDING A DOWN LINE ORGANIZATION). MEMBERS SHALL HAVE NO RIGHT, TITLE, CLAIM OR INTEREST TO THE MARKETING ORGANIZATION WHICH SHE OR HE OPERATED OR ANY COMMISSIONS GENERATED FROM PERSONAL OR ORGANIZATION SALES IF THEIR MEMBERSHIP HAS BEEN VOLUNTARILY OR INVOLUNTARILY CANCELED. A MEMBER WHOSE MEMBERSHIP IS CANCELED WILL LOSE ALL RIGHTS AS A MEMBER. THIS INCLUDES THE RIGHT TO REPRESENT NXS GOLF, INC. AS A MEMBER, TO OFFER MEMBERSHIPS, TO POSSESS AN NXS GOLF, INC. REPLICATED WEBSITE, AND THE RIGHT TO AFFILIATE PROGRAMS THROUGH AN NXS GOLF, INC. REPLICATED WEBSITE, THE RIGHT TO RECEIVE FUTURE COMMISSIONS, OR INCOME RESULTING FROM THE SALES OF MEMBERSHIPS, PRODUCTS OR SERVICES FROM PERSONAL OR DOWN LINE ORGANIZATION ACTIVITIES. IN THE EVENT OF CANCELLATION MEMBERS AGREE TO WAIVE ALL RIGHTS THEY MAY HAVE, INCLUDING BUT NOT LIMITED TO PROPERTY RIGHTS, TO THEIR FORMER DOWN LINE ORGANIZATION AND TO ANY COMMISSIONS OR REMUNERATION DERIVED FROM THE SALES OF HERS OR HIS FORMER DOWN LINE. A MEMBER WHOSE MEMBERSHIP IS CANCELED SHALL RECEIVE COMMISSIONS ONLY FOR THE LAST FULL PAY PERIOD SHE OR HE WAS ACTIVE PRIOR TO CANCELLATION. 26. CANCELLATION DUE TO INACTIVITY- NXS GOLF, INC. DOES NOT IMPOSE QUOTAS ON MEMBERSHIP SALES VOLUME FOR MEMBERS. HOWEVER, OUR AFFILIATE PROGRAMS MAY HAVE CERTAIN CRITERIA WHICH MUST BE MET TO RETAIN ACTIVE STATUS AS AN AFFILIATE. SEE TERMS AND CONDITIONS OF INDIVIDUAL AFFILIATE PROGRAM(S) AGREEMENT TERMS AND CONDITIONS. 27. CANCELLATION DUE TO NON-PAYMENT OF MEMBERSHIP FEES- MONTHLY MEMBERSHIP FEES WILL BE AUTOMATICALLY DEDUCTED FROM EARNED COMMISSIONS PRIOR TO APPLICATION TO MEMBERS ACCOUNT OF CHOICE. HOWEVER, SHOULD EARNED COMMISSIONS AMOUNT EQUATE TO LESS THAN THE MONTHLY MEMBERSHIP FEE, MEMBERSHIP FEE WILL BE AUTOMATICALLY DEDUCTED FROM THE CHECKING OR CREDIT CARD OF CHOICE OF THE MEMBER THROUGH ACH (AUTOMATED CLEARING HOUSE). IF FUNDS ARE INADEQUATE FOR LONGER THAN A PERIOD OF 15 DAYS, THE MEMBERSHIP WILL, AT THE SOLE DISCRETION OF THE COMPANY, BE DEEMED INACTIVE , CANCELED, AND SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT. 28. REPLICATED WEBSITE MAINTENANCE- IT IS THE SOLE RESPONSIBILITY OF EACH MEMBER TO MAINTAIN A QUALITY INTERNET PROVIDER IN RELATION TO THEIR MEMBERSHIP AND BUSINESS WITH THE COMPANY. NXS GOLF, INC. IS NOT LIABLE OR RESPONSIBLE FOR LOSSES INCLUDING BUT NOT LIMITED TO, SALES, AFFILIATIONS, REPORTS, COMMISSIONS OR ANY OTHER MATTER CONCERNING LOSSES RELATED TO HERS OR HIS NXS GOLF, INC. BUSINESS DUE TO LOSS OF INTERNET SERVICES. IN THE EVENT OF WEBSITE HOSTING DOWNTIME DUE TO, BUT NOT LIMITED TO, HUMAN ERROR, MECHANICAL ERROR, SERVICE FAILURE, ACTS OF NATURE, MAINTENANCE, AND ANY OTHER UNFORESEEN ACT OR CAUSE, MEMBER SHALL HOLD HARMLESS NXS GOLF, INC., ITS DIRECTORS, OFFICERS, EMPLOYEES AND OTHER PERSONS RESPONSIBLE FOR WEBSITE HOSTING, OF ANY AND ALL LOSSES INCLUDING BUT NOT LIMITED TO SALES, ENROLLMENT, REPORTING, AFFILIATES AND COMMISSIONS. 29. MEMBERSHIP ENROLLMENT INFORMATION- NXS GOLF, INC. MUST BE IMMEDIATELY NOTIFIED BY MEMBERS OF ALL CHANGES TO THE INFORMATION CONTAINED IN THEIR MEMBERSHIP AGREEMENT, BY SUBMITTING A WRITTEN REQUEST, A COPY OF THEIR EXECUTED MEMBERSHIP AGREEMENT AND APPROPRIATE SUPPORTING DOCUMENTATION TO NXS GOLF, INC., MEMBER SERVICES, 2231 VICTORY LANE, SUITE 300, BIRMINGHAM, ALABAMA 35216. 30. INDEMNIFICATION- MEMBERS ARE FULLY RESPONSIBLE FOR ALL OF HER OR HIS WRITTEN AND VERBAL STATEMENTS CONCERNING NXS GOLF, INC. MEMBERSHIP AND THE MARKETING AND COMPENSATIONS CONTAINED IN MATERIALS OF NXS GOLF, INC. MEMBERS AGREE TO INDEMNIFY NXS GOLF, INC., AND NXS GOLF, INC.’S DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS AND HOLD THEM HARMLESS FROM ANY AND ALL LIABILITY INCLUDING JUDGMENTS, CIVIL PENALTIES, REFUNDS, ATTORNEY FEES, COURT COSTS, OR LOST BUSINESS INCURRED BY NXS GOLF, INC., AS A RESULT OF THE MEMBER’S UNAUTHORIZED REPRESENTATIONS OR ACTIONS. THIS PROVISION SHALL SURVIVE THE TERMINATION OR THE MEMBERSHIP AGREEMENT. 31. PRODUCT/SERVICE CLAIMS- NO CLAIMS REGARDING NXS GOLF, INC., MEMBERSHIP, SERVICES, COMPENSATION PLAN, OR AFFILIATE PROGRAMS SHALL BE MADE BY MEMBERS OTHER THAN THOSE SET FORTH IN NXS GOLF, INC.’S OFFICIAL PROMOTIONAL MATERIALS INCLUDING THE OFFICIAL NXS GOLF, INC. WEBSITE. 32. INCOME CLAIMS- THE FEDERAL TRADE COMMISSION AND SEVERAL STATES HAVE LAWS OR REGULATIONS WHICH PROHIBIT OR REGULATE CERTAIN TYPES OF INCOME CLAIMS AND TESTIMONIALS MADE BY PERSONS INVOLVED IN DIRECT MARKETING COMPANIES. APPROPRIATE DISCLOSURES ARE REQUIRED BY LAW WITH ANY REPRESENTATION OF INCOME OR EARNINGS. MEMBERS MAY NOT POSSESS THE PROPER DATA TO COMPLY WITH LEGAL REQUIREMENTS FOR MAKING INCOME CLAIMS. MEMBERS ARE URGED NOT TO MAKE INCOME CLAIMS OR PROJECTIONS TO PROSPECTIVE MEMBERS OR DISCLOSE HIS OR HER INCOME. 33. ERRORS ON COMMISSIONS- SHOULD A MEMBER HAVE QUESTIONS OR DISPUTES CONCERNING COMMISSIONS OR DOWN LINE ACTIVITY, MEMBER MUST NOTIFY NXS GOLF, INC. IN WRITING WITHIN 60 DAYS OF THE DATE OF THE PURPORTED ERROR AT NXS GOLF, INC. MEMBER SERVICES, 2231 VICTORY LANE, SUITE 300, BIRMINGHAM, ALABAMA 35216. NXS GOLF, INC. WILL NOT BE RESPONSIBLE FOR ERRORS, OMISSIONS OR PROBLEMS NOT REPORTED TO THE COMPANY WITHIN 60 DAYS. 34. ENDORSEMENT OR APPROVAL FROM GOVERNMENT AGENCIES FEDERAL NOR STATE REGULATORY AGENCIES OR OFFICIALS APPROVE OR ENDORSE ANY DIRECT MARKETING COMPANIES OR PROGRAMS. THEREFORE MEMBERS SHALL NOT REPRESENT OR IMPLY THAT NXS GOLF, INC. OR NXS GOLF, INC.’S MARKETING PLAN OR COMPENSATION PLAN HAVE BEEN “ENDORSED” OR “APPROVED” OR OTHERWISE SANCTIONED BY ANY GOVERNMENT AGENCY. 35. MEMBER IDENTIFICATION- UPON ENROLLMENT ALL MEMBERS ARE REQUIRED TO PROVIDE THEIR SOCIAL SECURITY NUMBER TO NXS GOLF, INC. ON THE MEMBERSHIP AGREEMENT. MEMBERS ARE ISSUED A UNIQUE MEMBERSHIP NUMBER TO IDENTIFY THE MEMBER. THIS MEMBERSHIP NUMBER WILL BE USED TO TRACK COMMISSIONS AND BUSINESS ACTIVITIES. 36. INCOME TAX RESPONSIBILITY- EACH MEMBER IS RESPONSIBLE FOR PAYING ALL TAXES ON ANY INCOME GENERATED AS AN INDEPENDENT MARKETING REPRESENTATIVE. EVERY YEAR NXS GOLF, INC. WILL PROVIDE AN IRS 1099 FORM MISC. (NON-EMPLOYEE COMPENSATION) EARNINGS STATEMENT TO EACH MEMBER. 37. INDEPENDENT CONTRACTOR STATUS- MEMBERS ARE INDEPENDENT MARKETING REPRESENTATIVES (CONTRACTORS) AND ARE NOT PURCHASERS OF A FRANCHISE OR BUSINESS OPPORTUNITY. THE AGREEMENT BETWEEN NXS GOLF, INC. AND ITS MEMBERS DOES NOT CONSTITUTE AN EMPLOYER/EMPLOYEE RELATIONSHIP, AGENCY, PARTNERSHIP, OR JOINT VENTURE BETWEEN THE COMPANY AND MEMBER. MEMBERS SHALL NOT BE TREATED AS AN EMPLOYEE FOR HIS OR HER SERVICES OR FOR FEDERAL OR STATE TAX PURPOSES. ALL MEMBERS ARE RESPONSIBLE FOR PAYING ALL LOCAL, STATE, AND FEDERAL TAXES DUE FROM ALL COMPENSATION EARNED AS A MEMBER OF NXS GOLF, INC. MEMBER HAS NO AUTHORITY (EXPRESSED OR IMPLIED) TO BIND THE COMPANY TO ANY OBLIGATION. MEMBER SHALL ESTABLISH HIS OR HER OWN GOALS, HOURS, AND METHODS OF WORK AS LONG AS HE OR SHE COMPLIES WITH THE TERMS OF THE MEMBERSHIP AGREEMENT, THESE POLICIES AND PROCEDURES, AND APPLICABLE LAWS. THE NAME NXS GOLF, INC. AND OTHER ADOPTED NAMES BY NXS GOLF, INC. ARE PROPRIETARY TRADE NAMES, TRADEMARKS AND SERVICE MARKS AND ARE TO BE USED ONLY IN AN EXPRESSLY AUTHORIZED MANNER. USE OF NXS GOLF, INC. NAME ON ANY ITEM NOT APPROVED BY THE COMPANY IS PROHIBITED. ALL MEMBERS MAY LIST THEMSELVES AS A “MEMBER – INDEPENDENT MARKETING REPRESENTATIVE” OF NXS GOLF, INC. ON APPROVED MARKETING MATERIALS. 38. BUSINESS INSURANCE- MOST HOMEOWNER’S INSURANCE POLICIES DO NOT CARRY COVERAGE FOR HOME BASED BUSINESS RELATED INJURIES, THEFT, OR DAMAGE TO BUSINESS EQUIPMENT. MEMBERS ARE URGED TO CONTACT HIS OR HER INSURANCE AGENT TO ASSURE COVERAGE IN NEEDED. 39. INTERNATIONAL BUSINESS- IN CONSIDERATION OF LEGAL AND TAX MATTERS, NXS GOLF, INC. LIMITS THE MARKETING OR PROMOTION OF NXS GOLF, INC., TO RESIDENTS OF THE UNITED STATES, U.S. TERRITORIES, AND MARKETS IN WHICH NXS GOLF, INC. HAS OFFICIALLY PROCLAIMED ARE AVAILABLE FOR BUSINESS. ACCORDINGLY, MEMBERS ARE AUTHORIZED TO PROMOTE AND ENROLL OR SALE MEMBERS IN COUNTRIES IN WHICH NXS GOLF, INC. IS AUTHORIZED TO CONDUCT BUSINESS. MEMBERS ARE PROHIBITED TO (A): CONDUCT SALES, MARKETING, ENROLLMENT MEETINGS, (B): ENROLL OR SALE OR ATTEMPT TO ENROLL OR SALE MEMBERS, (C): ENGAGE IN ANY ACTIVITY WHICH MAY BE CONSTRUED AS ESTABLISHING BUSINESS, IN COUNTRIES NOT AUTHORIZED BY NXS GOLF, INC. 40. LAWFUL COMPLIANCE- MEMBERS SHALL COMPLY WITH ALL FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS WHEN CONDUCTING BUSINESS. 41. REQUIREMENTS OF MEMBERSHIP- A PROSPECTIVE MEMBER (A): MUST BE OF LEGAL ADULT AGE IN THE STATE IN WHICH HE OR SHE RESIDES OR BE OF THE AGE OF MAJORITY. IF HE OR SHE IS CONSIDERED TO BE OR IS RECOGNIZED AS A MINOR IN THE STATE IN WHICH HE OR SHE RESIDES, THEY ARE PROHIBITED TO MEMBERSHIP WITH NXS GOLF, INC. MEMBERS SHALL NOT SALE OR ENROLL PERSONS CONSIDERED TO BE MINORS IN NXS GOLF, INC. (B):PROSPECTIVE MEMBERS MUST RESIDE IN THE UNITED STATES OR U.S. TERRITORY OR COUNTRY IN WHICH NXS GOLF, INC. OFFICIALLY CONDUCTS BUSINESS.(C): U.S. RESIDENTS MUST HAVE A VALID SOCIAL SECURITY NUMBER. OTHER TAX INFORMATION MAY BE REQUIRED FOR MEMBERS RESIDING IN OTHER COUNTRIES. (D): MUST SUBMIT A PROPERLY COMPLETED MEMBERSHIP AGREEMENT. (E): MUST HAVE INTERNET ACCESS AND VALID EMAIL ACCOUNT. . 42. MARITAL ASSET DIVISION- SHOULD A MEMBERSHIP BE SUBJECTED TO A DIVISION OF ASSETS DUE TO DIVORCE, ARRANGEMENTS MUST BE MADE ASSURING ANY SEPARATION OR DIVISION OF THE BUSINESS WILL NOT ADVERSELY AFFECT THE INCOME AND INTERESTS OF UP LINE OR DOWN LINE OF BUSINESS SPONSORSHIP. IF THE PARTIES INVOLVED FAIL TO CONSIDER AND PROVIDE FOR THE BEST INTERESTS OF OTHER MEMBERS AND NXS GOLF, INC., THE COMPANY AT ITS SOLE DISCRETION, WILL INVOLUNTARILY TERMINATE THE MEMBERSHIP AGREEMENT. NXS GOLF, INC. WILL ONLY PAY COMMISSIONS TO AND RECOGNIZE THE MEMBER. UNDER NO CIRCUMSTANCES WILL THE MEMBERSHIP BUSINESS BE DIVIDED. IF A SATISFACTORY RESOLUTION IS NOT REACHED BY THE PARTIES TO A DIVORCE CONCERNING DISPOSITION OF COMMISSIONS, THE MEMBERSHIP AGREEMENT, AT THE SOLE DISCRETION OF THE COMPANY WILL BE INVOLUNTARILY CANCELED. 43. MEMBERSHIP SALES AND ENROLLMENT SPONSORSHIP- MEMBERS IN GOOD STANDING WITH THE COMPANY AND IN ACTIVE STATUS, MAY ENROLL NEW MEMBERS. EACH PROSPECTIVE MEMBER HAS THE RIGHT TO CHOOSE HIS OR HER SPONSOR. SHOULD TWO MEMBERS CLAIM THE SAME NEW MEMBER NXS GOLF, INC. SHALL REGARD THE FIRST APPLICATION RECEIVED AS THE SPONSORING APPLICATION. 44. SUCCESSION OF MEMBERSHIP- SHOULD A MEMBER BECOME INCAPACITATED OR DECEASED, HIS OR HER BUSINESS MAY BE PASSED TO HIS OR HER HEIRS. TO ASSURE PROPER TRANSFER OF BUSINESS, LEGAL DOCUMENTATION IS REQUIRED AND MUST BE SUBMITTED TO NXS GOLF, INC. FOR REVIEW AND APPROVAL. MEMBERS SHOULD CONSULT LEGAL COUNSEL IN REGARDS TO PREPARATION OF A WILL OR OTHER INSTRUMENTS. UTILIZING A WILL OR OTHER TESTAMENTARY INSTRUMENT, THE BENEFICIARY ACQUIRES THE RIGHT TO COLLECT COMMISSIONS UNDER THE COMPLIANCE OF THE FOLLOWING: (A): A MEMBERSHIP AGREEMENT HAS BEEN EXECUTED (B): SUCCESSOR COMPLIES WITH THE TERMS AND CONDITIONS OF THE AGREEMENT (C): CHANGES TO MEMBERSHIP, ADDRESS, ACCOUNT INFORMATION, ETC. MUST BE SUBMITTED TO COMPANY IN WRITING. COMMISSIONS WILL BE PAID TO ONE ACCOUNT ONLY. (D): SUBMISSION OF AN ORIGINAL DEATH CERTIFICATE (E): SUBMISSION OF A NOTARIZED COPY OF THE WILL OR OTHER INSTRUMENT OR NOTARIZED COPY OF AN APPOINTMENT AS TRUSTEE AND NOTARIZED COPY OF TRUST DOCUMENTATION ESTABLISHING THE TRUSTEE’S RIGHT TO ADMINISTER THE MEMBERSHIP BUSINESS (F): A COPY OF THE EXECUTED MEMBERSHIP AGREEMENT. 45. MEMBERS AND RESPONSIBLE PARTIES- MEMBERS ARE RESPONSIBLE CONCERNING ACTIVITIES FOR HIS OR HER MEMBERSHIP. THEREFORE, MEMBERS ARE HELD ACCOUNTABLE FOR ANY IMMEDIATE HOUSEHOLD MEMBER WHO ENGAGES IN ACTIVITIES, IF PERFORMED BY MEMBER, WOULD CONSTITUTE A VIOLATION OR BREECH OF ANY PROVISION OF THE AGREEMENT. SHOULD SUCH ACTION, ON THE SOLE DISCRETION OF NXS GOLF, INC., BE DEEMED A VIOLATION, NXS GOLF, INC. WILL TAKE IMMEDIATE ACTION PURSUANT TO THE TERMS AND CONDITIONS AGAINST THE MEMBER 46. NO TERRITORY EXCLUSIVITY- MEMBERS ARE NOT PURCHASING A FRANCHISE AND NO FRANCHISE FEE IS CHARGED, THEREFORE THERE ARE NO EXCLUSIVE TERRITORIES GIVEN TO MEMBERS. 47. AGREEMENT VIOLATIONS- MEMBERS WHO HAVE OBSERVED ANOTHER MEMBER VIOLATING THE PROVISIONS OF THE AGREEMENT, SHOULD SUBMIT A DETAILED REPORT OF THE VIOLATION DIRECTLY TO NXS GOLF, INC., MEMBER SERVICES, 2231 VICTORY LANE, SUITE 300, BIRMINGHAM, AL 35216. 48. VOLUNTARY CANCELLATION OF MEMBERSHIP- ANY MEMBER HAS THE RIGHT TO CANCEL HIS OR HER MEMBERSHIP AT ANY TIME, REGARDLESS OF REASON, BY SUBMITTING IN WRITING TO NXS GOLF, INC., MEMBER SERVICES, 2231 VICTORY LANE, SUITE 300, BIRMINGHAM, AL 35216, A NOTARIZED CANCELLATION LETTER INCLUDING THE MEMBERSHIP NUMBER, PRINTED NAME, ADDRESS, AND SIGNATURE. 49. NON-COMPETE LIMITATIONS- MEMBERS OF NXS GOLF, INC. ARE INDEPENDENT MARKETING REPRESENTATIVES AND ARE FREE TO JOIN OR PARTICIPATE IN OTHER DIRECT MARKETING COMPANIES. HOWEVER, DURING THE TERM OF THIS AGREEMENT, MEMBERS SHALL NOT RECRUIT OR SOLICIT OTHER MEMBERS OF ANY OTHER MARKETING COMPANY, WITH THE EXCEPTION OF THEIR PERSONALLY SPONSORED, OR MEMBERS IN WHICH THEY SOLD MEMBERSHIPS TO DIRECTLY. THIS PROVISION WILL SURVIVE THE AGREEMENT FOR THE TERM OF ONE YEAR OF CANCELLATION OF THE AGREEMENT VOLUNTARILY OR INVOLUNTARILY. “RECRUIT” IS DEFINED FOR ALL PURPOSES AS, BUT NOT LIMITED TO, ACTUAL OR ATTEMPTED SOLICITATION, ENROLLMENT, OR EFFORT TO INFLUENCE IN ANY OTHER WAY, DIRECTLY OR INDIRECTLY THROUGH THIRD PARTY ANY OTHER MEMBER TO ENGAGE IN BUSINESS WITH ANOTHER DIRECT SALES COMPANY OR OPPORTUNITY. MEMBERS SHALL NOT ATTEMPT TO SALE MEMBERSHIPS OF COMPETING GOLF COMPANIES OR OPPORTUNITIES TO OTHER MEMBERS. MEMBERS MUST NOT DISPLAY NXS GOLF, INC. PROMOTIONAL MATERIALS WITH ANY OTHER COMPANY’S PROMOTIONAL MATERIAL WHICH COULD MISTAKENLY REPRESENT AN ASSOCIATION OR PARTNERSHIP OR ANY OTHER RELATIONSHIP WITH NON NXS GOLF, INC. COMPANIES, SERVICES, AFFILIATES, OR MANUFACTURERS. 50. BUSINESS TRANSACTIONS- YOUR CORRESPONDENCE OR BUSINESS DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF, ADVERTISERS FOUND ON OR THROUGH THE NXS GOLF® WEBSITE, INCLUDING PAYMENT AND DELIVERY OF RELATED GOODS OR SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES, OR REPRESENTATIONS ASSOCIATED WITH SUCH DEALINGS ARE SOLELY BETWEEN YOU AND SUCH ADVERTISER. YOU AGREE THAT WE (AND THE PROVIDERS) SHALL NEITHER BE RESPONSIBLE NOR LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY YOU AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THIS WEBSITE. PROSPECTIVE MEMBERS MUST UNDERSTAND AND AGREE TO THE POLICIES AND PROCEDURES OF THIS AGREEMENT IN ORDER TO ENTER INTO A BUSINESS RELATIONSHIP WITH NXS GOLF, INC. AS A MEMBER – INDEPENDENT MARKETING REPRESENTATIVE. BY COMPLETING AND SUBMITTING THE MEMBERSHIP AGREEMENT, YOU ARE REPRESENTING YOUR APPROVAL AND ACCEPTANCE AND ENTERING INTO THE AGREEMENT.
