Associate Agreement

1. Agreement Documents; Order of Precedence; Amendments

1.1 Agreement Documents. This Agreement includes and incorporates by reference: (a) this Associate Agreement; (b) the then-current IDLife Associate Policies and Procedures; (c) the then-current IDLife Compensation Plan; (d) any Business Entity Application, tax documentation, payment authorization, recurring order authorization, data-processing consent, or state-specific addendum accepted by you; (e) any written promotion, incentive, contest, or program terms issued by IDLife for the applicable promotion; and (f) IDLife privacy, compliance, returns, product, digital, and communication policies that IDLife makes available through official IDLife channels. Together, those documents are the "Agreement."

1.2 Order of Precedence. The Associate Agreement, Associate Policies and Procedures, Compensation Plan, state-specific addenda, and incorporated documents are intended to be read together. If the documents conflict, the following order controls: (a) applicable nonwaivable federal, state, local, territorial, or foreign law; (b) written state-specific addenda, solely for the affected jurisdiction and only to the extent required by applicable law; (c) the Associate Agreement for legal relationship, independent-contractor status, dispute resolution, arbitration, class waiver, jury waiver, governing law, venue, confidentiality, intellectual property, restrictive covenants, NIL/content license, discipline, termination, damages, indemnity, limitations periods, notices, electronic acceptance, and enforcement issues; (d) the Compensation Plan for compensation mechanics, rank qualification, volume, commissions, bonuses, incentives, payment timing, compression, qualification timing, chargebacks, returns, clawbacks, and compensation adjustments; (e) the Associate Policies and Procedures for field conduct, operating rules, marketing, customer sales, claims, social media, product handling, returns, transfers, compliance procedures, and day-to-day business requirements; (f) specific written promotion, incentive, contest, or program terms for the applicable promotion; and (g) other current official IDLife written materials. Verbal statements, field training, archived materials, screenshots, social media posts, legacy compensation documents, or informal communications do not modify the Agreement.

1.3 Amendments. IDLife may amend the Agreement, including the Policies and Procedures and Compensation Plan, at its sole discretion. Unless a different legally required or IDLife-stated period applies, amendments are effective thirty (30) days after IDLife posts notice in the Associate Back Office, emails notice, posts notice on an official IDLife website, or otherwise communicates notice by a reasonable method. IDLife may implement amendments, suspensions, restrictions, or corrective actions immediately if IDLife determines that immediate action is required or advisable because of law, regulation, regulatory guidance, product safety, consumer protection, payment network rules, platform rules, data security, intellectual property protection, brand protection, fraud prevention, or other urgent business or compliance concerns. Amendments apply prospectively only and do not create retroactive liability for conduct that occurred before the effective date.

1.4 Acceptance of Amendments. After the effective date of an amendment, you accept the amendment by continuing to operate an IDLife business, accessing the Back Office, using an IDLife replicated website, promoting IDLife, enrolling Customers or Associates, placing orders, accepting compensation, participating in IDLife events, or otherwise accepting benefits under the Agreement.

1.5 Dispute-Resolution Amendments. Any amendment to Sections 16 through 18 applies prospectively only and will not apply to a dispute for which IDLife has received written notice before the effective date of the amendment, unless both parties agree in writing after the dispute arises. This provision is intended to preserve enforceability, not limit IDLife’s right to update its dispute-resolution procedures for future disputes.

2. Definitions

2.1 Associate. An "Associate" is an independent contractor accepted by IDLife to market, promote, and sell IDLife products and services and to participate in the IDLife Compensation Plan, subject to the Agreement. An Associate is not an employee, agent, franchisee, partner, joint venturer, legal representative, fiduciary, or purchaser of a security.

2.2 Customer. A "Customer" is an end-user who purchases IDLife products for personal, family, household, or other non-resale use. Customers may include Retail Customers, Preferred Customers, VIP Customers, or any other customer category IDLife recognizes. Customers do not earn compensation, do not participate in the Compensation Plan, and do not hold Tree positions.

2.3 VIP Customer. A "VIP Customer" is a Customer who is accepted into the IDLife VIP Customer Program and receives customer benefits, including any current VIP pricing or discounts, only as stated in the then-current VIP Customer Program Terms and Conditions. A VIP Customer is not an Associate and may not sell or resell IDLife products.

2.4 Product Subscription. A "Product Subscription" is an optional recurring product order established by an Associate or Customer for convenience. A Product Subscription does not, by itself, create a discount, commission, bonus, qualification, Loyalty Point, Reward Credit, IDReward, or other automatic benefit unless current official written IDLife terms expressly state otherwise.

2.5 Discretionary Credits. "IDRewards," "Reward Credits," "IDLife Cash," promotional credits, birthday credits, goodwill credits, customer-service credits, samples, coupon codes, and similar benefits are discretionary, promotional, non-cash, non-transferable benefits unless IDLife issues current written terms stating otherwise. IDLife may create, modify, suspend, limit, expire, or terminate any such benefit at any time, with or without notice, unless a specific written promotion states otherwise.

2.6 Official IDLife Materials. "Official IDLife materials" are written materials issued or approved by IDLife corporate through IDLife.com, the Associate Back Office, official product pages, current compensation documents, official training, compliance-approved assets, or written communications from IDLife corporate. Archived documents and field-created materials are not official unless IDLife currently approves them in writing.

3. Eligibility; Enrollment; Acceptance

3.1 Eligibility. To apply as an Associate, an applicant must: (a) be at least the age of majority in the applicant’s jurisdiction of residence; (b) have legal capacity to contract; (c) reside in a jurisdiction where IDLife has authorized Associate activity; (d) provide accurate legal name, contact, tax, payment, and identity information; (e) accept the Agreement; (f) satisfy any lawful enrollment, tax, compliance, and verification requirements; and (g) not be prohibited from participating by prior IDLife action, law, court order, regulatory order, employer restriction, or third-party agreement.

3.2 IDLife Acceptance Required. Submission of an application does not create an Associate relationship. IDLife may accept, reject, suspend, terminate, or require additional documentation for any application or renewal at its discretion, including if IDLife determines that the applicant provided inaccurate information, previously violated an IDLife agreement, poses legal or reputational risk, is attempting to manipulate placement or volume, or is otherwise not suitable for an IDLife business.

3.3 Business Entities. An Associate business may be operated through a corporation, limited liability company, partnership, trust, or other entity only if IDLife approves the entity in writing and the entity and each owner, officer, manager, trustee, principal, beneficial owner, control person, spouse, and person acting on behalf of the entity signs or accepts all required IDLife documents. The entity and all Affiliated Parties are jointly and severally responsible for compliance and amounts owed to IDLife.

3.4 Households and Duplicate Accounts. You may not own, control, operate, have a beneficial interest in, or materially assist more than one IDLife Associate business except as expressly allowed by the Policies and Procedures or approved by IDLife in writing. Household, duplicate, spouse, dependent, alias, alternate-email, payment-method, shipping-address, identity, or placement manipulation is prohibited.

3.5 No Required Inventory or Product Purchase. No person is required to purchase products, maintain inventory, place a Product Subscription, buy leads, buy training, buy sales tools, enroll Customers, enroll Associates, or make any personal product purchase to become an Associate or remain an Associate, except for any lawful enrollment or renewal fee disclosed by IDLife. Associates should buy products only in amounts they reasonably expect to resell or personally use within a reasonable period.

3.6 No Guarantees. IDLife does not guarantee that you will earn compensation, qualify for rank, develop Customers, build an organization, qualify for incentives, recover expenses, or make a profit. You assume all entrepreneurial and business risk, including expenses, taxes, chargebacks, returns, customer acquisition costs, time invested, and market changes.

4. Term; Renewal; Fees; Recurring Charges

4.1 Term. The Agreement begins on the date IDLife accepts your Associate application and continues for one (1) year unless canceled earlier under the Agreement.

4.2 Annual Renewal. To remain an Associate, you must complete IDLife’s annual renewal process, agree to the then-current Agreement, provide current tax and contact information, satisfy compliance requirements, and pay any then-current renewal fee if one applies. IDLife may accept, reject, or condition renewal at its discretion.

4.3 Product Subscriptions and Recurring Orders. Product Subscriptions are optional convenience orders. Cancellation of this Agreement does not automatically cancel a Product Subscription, customer order, website fee, tool fee, or other recurring authorization unless the applicable authorization or law states otherwise. You are responsible for canceling each recurring order or service by the method IDLife provides.

4.4 Payment Authorization. If you provide a credit card, debit card, ACH, digital wallet, or other payment method to IDLife, you authorize IDLife and its payment processors to charge that payment method for orders, fees, subscriptions, renewals, chargebacks, amounts owed, and other authorized charges, subject to applicable law and the specific payment authorization. You must keep payment information current and may revoke future recurring authorization by the method IDLife provides.

4.5 No Waiver by Courtesy Credits. Any waiver, courtesy credit, goodwill credit, promotional credit, birthday credit, sample, discount, refund, free shipping, or other accommodation is discretionary, non-precedential, and does not waive IDLife’s right to enforce the Agreement or apply different terms in the future.

5. Independent Contractor Status

5.1 Independent Business. Associates are self-employed, non-exclusive independent contractors. Subject to the Agreement, applicable law, product safety, brand standards, claims substantiation, and compliance requirements, Associates control the manner, means, schedule, location, effort, and methods used to operate their IDLife business.

5.2 No Employment Relationship. Associates are not employees of IDLife for any purpose, including federal, state, or local tax, wage-and-hour, unemployment, workers’ compensation, employee-benefit, retirement, leave, anti-discrimination, agency, or vicarious-liability purposes. Associates are not entitled to wages, salary, overtime, minimum wage, employee benefits, expense reimbursement, unemployment benefits, workers’ compensation coverage, retirement benefits, paid leave, or other employee benefits from IDLife.

5.3 No Agency or Authority. Associates have no express, implied, apparent, or other authority to bind IDLife to any obligation, contract, settlement, debt, warranty, representation, employment relationship, lease, event contract, sponsorship, media statement, product claim, regulatory statement, or legal commitment. Associates must not represent otherwise.

5.4 Taxes; Permits; Insurance. Associates are responsible for all taxes, returns, reports, licenses, permits, business registrations, insurance, business expenses, and governmental approvals applicable to their independent business. IDLife may issue tax forms, withhold compensation, require tax documentation, or report payments as required by law.

5.5 No Franchise or Security. The Agreement does not sell or grant a franchise, distributorship with protected territory, business opportunity investment, employment position, partnership interest, equity interest, security, or ownership interest in IDLife. No Associate receives an exclusive territory, customer list, Customer account, downline, genealogy, rank, title, or compensation stream.

5.6 Helpers and Assistants. Associates may engage helpers, assistants, contractors, employees, or vendors at their own expense and risk, subject to applicable law. The Associate is responsible for their conduct, compensation, taxes, insurance, privacy compliance, and Agreement compliance. A breach by any person acting for or through an Associate is treated as the Associate’s breach.

6. Associate Rights and Restrictions

6.1 Limited Associate Rights. Subject to the Agreement and IDLife acceptance, an Associate may: (a) market and sell IDLife products and services in authorized jurisdictions; (b) refer and enroll Customers through IDLife-approved channels; (c) sponsor and support Associates in authorized jurisdictions; (d) access the Back Office and any replicated website IDLife makes available; and (e) receive compensation earned under the Compensation Plan while active and in good standing.

6.2 No Exclusivity or Territory. Associates receive no exclusive territory, market, customer segment, account, lead source, website traffic, geographic protection, referral source, or category exclusivity. IDLife may sell products directly, through Associates, through Customers, through affiliates, through retail channels, through e-commerce, through promotions, or through any other channel IDLife authorizes.

6.3 Authorized Jurisdictions Only. Associates may market, sell, sponsor, recruit, advertise, ship, or conduct IDLife business only in jurisdictions IDLife has officially opened and only if the Associate is legally authorized to do business and work in that jurisdiction. Associates may not import, export, resell, ship, or market IDLife products into unauthorized countries or territories.

6.4 No Unauthorized Resale Channels. Associates may not sell, list, market, distribute, or offer IDLife products through Amazon, eBay, Walmart Marketplace, TikTok Shop, Facebook Marketplace, Craigslist, auction sites, third-party marketplaces, coupon sites, deal sites, unauthorized retail stores, wholesale outlets, warehouse stores, discount sites, paid-search arbitrage pages, or any other channel IDLife prohibits or has not approved in writing.

6.5 Pricing. Associates may set the resale price for products they lawfully resell, subject to applicable law and IDLife policies. IDLife may publish suggested retail prices, minimum advertised price policies where lawful, promotion rules, and channel restrictions designed to protect brand integrity and fair competition.

6.6 No Assignment Without Approval. An Associate business, position, rights, obligations, Customers, genealogy, Back Office access, replicated website, compensation rights, or claims may not be assigned, sold, transferred, pledged, encumbered, inherited, divided, or otherwise disposed of without IDLife’s prior written approval and compliance with the Policies and Procedures. IDLife may assign this Agreement or delegate obligations to an affiliate, successor, acquirer, service provider, or purchaser of assets or equity.

7. Compensation Plan; Anti-Pyramid Safeguards; Payment Adjustments

7.1 Compensation Plan Incorporated. The Compensation Plan is incorporated into the Agreement. IDLife may pay compensation, bonuses, incentives, awards, and recognition only as stated in the then-current Compensation Plan and only if the Associate is active, eligible, qualified, and in good standing when the relevant activity occurs and when compensation is calculated and paid.

7.2 Product-Sales Foundation. Bona fide product sales and bona fide product purchases for actual use are the foundation of the IDLife business. Associates must not represent, imply, or structure activity so that compensation is based primarily on recruitment rather than bona fide product sales or bona fide product purchases by end users for actual use.

7.3 No Compensation for Recruiting Alone. Associates do not receive compensation solely for recruiting, sponsoring, enrolling, placing, or introducing another person to IDLife. Any compensation associated with a newly enrolled Customer or Associate is payable only if all Compensation Plan requirements are satisfied and the underlying activity is lawful, bona fide, and not canceled, returned, charged back, manipulated, or otherwise disqualified.

7.4 Customer Orders and Compensation Plan Treatment. Customer orders may count toward compensation, qualification, rank, title, recognition, volume, bonuses, commissions, incentives, or other Compensation Plan purposes only as expressly provided in the then-current Compensation Plan. Customers do not earn Associate compensation, do not participate in the Compensation Plan, and do not hold any compensation-plan position, placement, title, rank, organizational status, or compensation-plan right.

7.5 No Vested Rights. No Associate has any vested, proprietary, ownership, equity, contract, property, or other right in any Customer, Customer account, Associate account, organizational structure, placement, line, leg, tree, genealogy, volume, rank, title, recognition level, qualification, compensation stream, future commission, bonus, incentive, recognition, market, or territory. IDLife may correct, adjust, reclassify, suspend, or terminate accounts, volume, compensation, qualifications, ranks, titles, recognition, incentives, placements, and other Compensation Plan matters as allowed by the Agreement and the then-current Compensation Plan.

7.6 No Manipulation. Associates may not manipulate or attempt to manipulate the Compensation Plan, volume, ranks, qualifications, incentives, Customers, placements, orders, accounts, payment methods, household relationships, email addresses, shipping addresses, IP addresses, identities, Customer status, Associate status, subscriptions, returns, or chargebacks. Prohibited conduct includes bonus buying, stacking, fake accounts, straw customers, account splitting, unauthorized payment sharing, self-referrals, duplicate identities, improper Enroller changes, false customer information, and orders not intended for bona fide resale or use.

7.7 Not Fully Earned Until Final. Compensation is not fully earned until all applicable return periods, repurchase periods, cancellation periods, chargeback periods, clawback rights, payment disputes, tax withholding requirements, and compliance reviews have expired or been resolved and IDLife determines that the underlying sale and activity are valid. IDLife may withhold, offset, reverse, debit, recover, or claw back compensation tied to returned products, repurchased inventory, canceled orders, chargebacks, fraud, nonpayment, manipulation, policy violations, or mistaken payments.

7.8 Setoff. IDLife may offset amounts owed by an Associate to IDLife or its affiliates against compensation, credits, refunds, awards, incentives, or other amounts payable to the Associate, to the maximum extent permitted by law.

7.9 Income Disclosure and No Reliance. Any discussion of potential earnings, compensation, ranks, incentives, lifestyle, or opportunity must be accompanied by the then-current official IDLife Income Disclosure Statement when required by IDLife or law. You acknowledge that you have not relied on any earnings claim, lifestyle claim, hypothetical, projection, statement of past earnings, or promise of success except the then-current official written IDLife materials.

8. Customer and VIP Program Boundaries

8.1 Customers are Not Associates. Associates must clearly distinguish Customers from Associates. A Customer buys products for personal, family, household, or other non-resale use. A Customer, including a VIP Customer, does not participate in the Compensation Plan and does not earn commissions, bonuses, overrides, rank, or other Associate compensation.

8.2 VIP Customer Communications. Associates may describe the VIP Customer Program only as stated in current official IDLife VIP Customer Program terms. Associates must not use obsolete descriptions, archived screenshots, legacy compensation documents, old PDFs, or field-created content if IDLife has updated the program.

8.3 No Subscription Discount. Associates must not state or imply that a Customer or VIP Customer receives an additional discount, increased discount, Loyalty Points, Reward Credits, IDRewards, qualification, or automatic benefit simply by placing a product on subscription unless IDLife issues current written terms expressly authorizing that statement.

8.4 No Loyalty Points. Associates must not promote Loyalty Points as an active, standard, recurring, vested, earned, guaranteed, or ongoing IDLife program unless IDLife issues new official written terms authorizing that program. Legacy Loyalty Points references must be removed from Associate-created materials.

8.5 Discretionary IDRewards and Credits Only. Associates must not represent IDRewards, Reward Credits, IDLife Cash, birthday credits, promotional credits, goodwill credits, customer-service credits, samples, shipping promotions, or similar items as guaranteed, earned, recurring, vested, transferable, redeemable for cash, or automatically available. These items may be used only for promotions, birthdays, customer-service accommodations, goodwill, or similar one-off situations as IDLife decides from time to time.

8.6 Customer NIL and Data. Associates must not promise Customers privacy, publicity, likeness, data, contact, or non-use rights that differ from current official IDLife customer terms and privacy policies. Associates must not collect, use, store, or share Customer content, testimonials, images, or personal information except as permitted by the Customer, IDLife policies, and applicable law.

9. Claims; Endorsements; Compliance With Law

9.1 Compliance With Law. Associates must comply with all federal, state, local, territorial, and foreign laws, rules, regulations, ordinances, guidance, and self-regulatory standards applicable to their business activities, including laws governing advertising, endorsements, testimonials, health claims, income claims, dietary supplements, privacy, data security, text messages, email, telemarketing, consumer cancellation rights, product sales, taxes, anti-spam, intellectual property, and unfair or deceptive practices.

9.2 Truthful and Substantiated Statements. All Associate statements, posts, videos, livestreams, podcasts, messages, websites, funnels, advertisements, testimonials, events, presentations, trainings, and other communications must be truthful, accurate, fair, non-misleading, substantiated, and consistent with current official IDLife materials.

9.3 Product and Disease Claims. Associates must not state or imply that any IDLife product diagnoses, treats, cures, mitigates, prevents, relieves, reverses, or affects any disease, illness, injury, medical condition, symptom, diagnosis, or therapeutic condition unless IDLife expressly approves the claim in writing and the claim is lawful. Associates may make only those structure/function, wellness, nutrient, ingredient, performance, energy, sleep, hydration, fitness, nutrition, or similar claims that appear in current official IDLife materials and include required disclaimers.

9.4 Weight-Loss and Body-Composition Claims. Associates must not make weight-loss testimonials, before-and-after weight-loss depictions, fat-loss claims, inch-loss claims, body-transformation claims, metabolism claims, or similar express or implied weight-loss claims unless the specific claim and presentation are contained in current official IDLife materials or approved in writing by IDLife Compliance.

9.5 Personal Experience is Still a Claim. A statement framed as "my story," "my results," "what happened to me," "I am not making a claim," or similar language is still a claim if reasonable consumers could understand it as a product, health, earnings, or opportunity representation. Personal stories must comply with the same rules as express claims.

9.6 Earnings and Lifestyle Claims. Associates must not make earnings claims, income projections, hypothetical income examples, lifestyle claims, rank-based income claims, check displays, bank-account displays, tax-record displays, or claims about another Associate’s earnings unless the claim is specifically authorized in current official IDLife materials and accompanied by all required disclosures. Prohibited claims include "quit your job," "retire your spouse," "financial freedom," "six figures," "guaranteed rank," "no selling," "passive income," "turnkey," "spillover," and similar claims unless IDLife expressly approves the exact statement in writing.

9.7 Material Connection Disclosures. Associates must clearly and conspicuously disclose their material connection to IDLife whenever they endorse, review, recommend, promote, or discuss IDLife products, discounts, promotions, the VIP program, the business opportunity, or compensation in a context where the connection is not obvious. A material connection includes being an Associate, eligibility to earn compensation, receipt of free or discounted products, participation in promotions, or any other benefit from IDLife.

9.8 Government Endorsement. Associates must not state or imply that IDLife, any IDLife product, the Compensation Plan, or any Associate activity is approved, endorsed, certified, recommended, or sponsored by the FDA, FTC, any state attorney general, any regulator, any government agency, or any public official unless IDLife provides express written authorization.

9.9 Adverse events and Complaints. Associates must report any adverse reaction, product-quality complaint, product tampering, mislabeling concern, contamination concern, illness report, allergic reaction, injury, hospitalization, or serious customer complaint to IDLife Customer Service or Compliance within twenty-four (24) hours after becoming aware of it, or sooner if required by IDLife policy or law.

10. Marketing; Intellectual Property; Digital Conduct

10.1 Limited IP License. IDLife grants each active Associate a limited, revocable, non-exclusive, non-transferable license to use IDLife names, trademarks, service marks, logos, product images, copyrighted materials, and approved sales tools solely to promote the Associate’s IDLife business in compliance with the Agreement and current official IDLife brand standards. IDLife owns all goodwill arising from such use. The license terminates immediately upon cancellation, suspension, termination, or IDLife notice.

10.2 No Unauthorized IP Use. Associates may not register, purchase, use, or attempt to control any domain name, subdomain, social media handle, account name, group name, app name, paid-search term, metatag, keyword, advertisement, email address, business name, trade name, entity name, phone number, QR code, or other identifier that includes, mimics, misspells, abbreviates, or confusingly resembles IDLife, IDNutrition, any IDLife product name, any IDLife mark, or any IDLife executive, employee, or field leader name, unless IDLife approves in writing.

10.3 Sales Tools and Approval. Associate-created sales aids, scripts, presentations, videos, websites, funnels, lead magnets, images, ads, email campaigns, text campaigns, podcasts, webinars, AI-generated materials, training decks, and other marketing methods are "Sales Tools." Sales Tools must be submitted to IDLife and approved in writing before use if required by the Policies and Procedures or IDLife Compliance. IDLife may rescind approval at any time, and the Associate must immediately stop using and remove the Sales Tool.

10.4 IDLife License to Sales Tools and Content. By creating, submitting, publishing, displaying, sending, or using any Sales Tool or content related to IDLife, you grant IDLife and its designees a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, adapt, modify, publish, distribute, display, perform, archive, train, create derivative works from, and incorporate that Sales Tool or content into IDLife materials, without compensation or further approval, to the maximum extent permitted by law.

10.5 No Selling Sales Tools or Required Services. Associates may not sell, lease, license, require, bundle, condition enrollment on, profit from, or pressure others to purchase Sales Tools, training, leads, software, websites, events, subscriptions, coaching, marketing services, or business-support materials unless IDLife provides prior written approval. No Associate may imply that such purchases are required to participate, qualify, earn, rank advance, or remain in good standing.

10.6 Social Media and Online Conduct. Associates are responsible for all content they create, post, share, like, pin, repost, stream, message, or control. Associates must follow platform terms, identify themselves as independent IDLife Associates, avoid blind or misleading sites, avoid prohibited claims, and link sales and enrollments only through IDLife-approved websites or methods. Upon cancellation or inactivity, an Associate must remove or deactivate IDLife business pages, sites, groups, and promotional content as directed by IDLife.

10.7 Media inquiries. Associates must not speak on behalf of IDLife to media, regulators, investors, analysts, government officials, podcast hosts, journalists, documentary producers, or similar third parties. All such inquiries must be directed to IDLife corporate.

11. Confidential Information; Trade Secrets; Privacy; Communications

11.1 Confidential Information. "Confidential Information" includes nonpublic IDLife information, Back Office information, Customer information, Associate information, genealogy, Tree information, sales data, volume data, compensation data, business reports, pricing strategies, promotion plans, product development, training, compliance investigations, technology, vendor information, financial information, trade secrets, and any information IDLife identifies as confidential or that reasonably should be understood as confidential.

11.2 Use Restrictions. Confidential Information belongs exclusively to IDLife and may be used only to operate your IDLife business in compliance with the Agreement. You may not disclose, sell, rent, transfer, export, scrape, copy, download, store outside approved systems, use for another business, use to solicit for another opportunity, or provide Confidential Information to any third party except as expressly authorized by IDLife in writing or required by law.

11.3 Customer and Prospect Personal Information. Associates must collect, use, store, disclose, and dispose of personal information lawfully, minimally, securely, and only for legitimate IDLife business purposes. Associates must provide required notices, obtain required consents, honor opt-outs and deletion requests, protect credentials, use reasonable security safeguards, avoid transmitting payment or sensitive information through unsecured channels, and report any suspected data incident to IDLife immediately.

11.4 Back Office and Account Security. Associates may not share passwords, allow unauthorized Back Office access, impersonate another person, access another account, use another person’s payment method without authorization, or bypass IDLife security controls. Associates are responsible for activity through their accounts and must notify IDLife immediately of suspected unauthorized access.

11.5 Text, Email, Phone, and Marketing Communications. Associates are solely responsible for complying with all laws governing calls, texts, emails, direct messages, prerecorded messages, ringless voicemail, social media messages, and other communications, including consent, identification, opt-out, do-not-call, time-of-day, recordkeeping, and platform rules. Associates must not use autodialers, prerecorded messages, purchased lists, lead generators, spam tools, or mass messaging in a way that violates law or IDLife policy.

11.6 Electronic Communications From IDLife. You consent to receive transactional, administrative, compliance, tax, compensation, policy, renewal, order, and business communications from IDLife by email, text, push notification, Back Office notice, website posting, phone, mail, or other reasonable methods. You may revoke marketing consent as allowed by law, but revocation may limit IDLife’s ability to provide certain services or notices.

12. Name, Image, Likeness, Content, and Recording License

12.1 Associate NIL and Publicity License. In consideration of being accepted as an Associate, receiving access to the IDLife business opportunity, receiving potential eligibility for discounts and compensation, and participating in IDLife programs, you grant IDLife and its affiliates, successors, assigns, licensees, agencies, contractors, and designees a worldwide, royalty-free, fully paid, transferable, sublicensable license to use your name, nickname, image, likeness, voice, signature, biographical information, social media handle, content, testimonials, statements, photographs, videos, recordings, rank, recognition, achievements, and IDLife-related story in connection with IDLife products, services, promotions, events, training, advertising, recognition, compliance, corporate communications, and business opportunity materials.

12.2 Scope and Duration. The license in Section 12.1 applies while you are an Associate and continues for materials created, captured, submitted, approved, displayed, or distributed while you were an Associate, including archived materials, event recordings, training materials, recognition materials, historical materials, and materials already in production or distribution. After termination, you may request prospective non-use in writing. IDLife will use commercially reasonable efforts to stop new uses within a reasonable time, but IDLife is not required to recall, remove, edit, destroy, or stop use of existing, archived, historical, already distributed, or third-party materials.

12.3 No Compensation; No Approval Right. You waive any claim for compensation, royalties, approval rights, inspection rights, moral rights, privacy rights, publicity rights, defamation claims based on accurate use, or other claims arising from IDLife’s authorized use of the licensed materials, to the maximum extent permitted by law.

12.4 Event Recordings. IDLife events, trainings, webinars, calls, meetings, and conferences may be photographed, livestreamed, recorded, transcribed, clipped, summarized, and reused by IDLife. By attending, participating, speaking, submitting content, or appearing at an IDLife event or training, you consent to such recording and use.

13. Non-Solicitation; Cross-Recruiting; Other Business Activities

13.1 Other Businesses. Associates may participate in other businesses, including noncompetitive direct selling businesses, unless prohibited by law, this Agreement, or another valid obligation. Associates must keep IDLife business separate from any other business and must not use IDLife events, Customers, Associates, Confidential Information, trademarks, groups, social media communities, websites, meetings, messages, or relationships to promote another business.

13.2 Non-Solicitation of Associates and Customers. During the term of the Agreement and for twelve (12) months after cancellation, termination, expiration, or nonrenewal, and to the maximum extent permitted by law, an Associate may not directly or indirectly recruit, solicit, sponsor, enroll, encourage, induce, target, or attempt to influence any IDLife Associate or Customer whom the Associate knows or should know through IDLife, or through the use of IDLife Confidential Information, IDLife events, IDLife groups, IDLife Customer relationships, IDLife Associate relationships, IDLife goodwill, or IDLife systems, to join, participate in, purchase from, promote, sell for, provide services to, or support another direct-selling, network-marketing, multi-level-marketing, affiliate-marketing, referral-marketing, social-selling, health-and-wellness, supplement, nutrition, weight-loss, fitness, telehealth, longevity, or competing business or opportunity.

This restriction does not prohibit general advertising that is not targeted to IDLife Associates or Customers and does not use IDLife Confidential Information, IDLife groups, IDLife events, IDLife contact lists, IDLife customer relationships, IDLife Associate relationships, or IDLife goodwill.

13.3 No Cross-Promotion. Associates may not offer, discuss, display, link, bundle, compare, sample, or promote non-IDLife products, services, opportunities, compensation plans, events, or sales tools at any IDLife-related meeting, event, webinar, call, group, training, social media page, message thread, website, email campaign, or Customer/Associate communication.

13.4 Targeting Other Direct Sellers. Associates must not knowingly target the sales force or customers of another direct selling company in a manner designed to cause breach of a third-party agreement or legal duty. If a third party brings or threatens claims against IDLife based on an Associate’s recruiting or solicitation activity, the Associate must indemnify IDLife as provided in this Agreement.

13.5 Savings and Reformation. This Section is intended to protect Confidential Information, customer and sales-force relationships, goodwill, and contract stability. If any restriction is overbroad under applicable law, it shall be reformed to the maximum enforceable scope. Nothing in this Section prohibits lawful communications with regulators, courts, law enforcement, counsel, or other protected activity.

14. Product Sales; Customer Cancellation Rights; Returns; Inventory Repurchase

14.1 Retail Sales and Receipts. Associates who sell products directly to retail customers must provide all receipts, notices, disclosures, cancellation forms, warranties, return information, and other documents required by IDLife and applicable law. Associates must keep accurate retail sales records for at least two (2) years or longer if required by law or IDLife policy and must provide them to IDLife upon request.

14.2 Cooling-Off Rights for Covered Sales. For covered off-premises, door-to-door, personal solicitation, home, workplace, trade show, hotel, convention, fair, or similar sales, Associates must provide oral and written cancellation notices and honor the applicable cancellation period required by federal, state, local, or territorial law. Associates are responsible for knowing and following the law where the sale occurs and where the customer resides.

14.3 Product Returns by Customers. Customer returns, exchanges, refunds, and satisfaction guarantees are governed by current official IDLife return policies and applicable law. Associates may not make refund, exchange, warranty, therapeutic, performance, shipping, discount, or satisfaction promises beyond current official IDLife terms.

14.4 Inventory and Sales Tool Repurchase After Associate Cancellation. Upon cancellation of the Agreement, an Associate may request to return resalable products and returnable Sales Tools personally purchased from IDLife within one (1) year before cancellation, unless a longer period or broader right applies under state law. Subject to the Agreement and applicable law, IDLife will repurchase eligible items in resalable condition at not less than ninety percent (90%) of the Associate’s original net cost, less any consideration received by the Associate attributable to those items and less any permitted offsets. Shipping and handling are not refundable unless required by law.

14.5 Resalable Condition. Items are "resalable" only if they are unopened, unused, unexpired, commercially resalable, in original packaging, with labeling unaltered and undamaged, and not clearly identified at purchase as nonreturnable, discontinued, closeout, seasonal, limited-time, personalized, custom, or otherwise excluded, except where applicable law requires a different result. Replicated website fees, digital services, used sales tools, event tickets, subscriptions already provided, and services already performed are not refundable unless required by law.

14.6 RMA and Return Process. Returned items must be accompanied by a valid Returned Merchandise Authorization (RMA) or other return authorization issued by IDLife and must be shipped to the location designated by IDLife. IDLife may reject, retain, dispose of, or return ineligible items at the Associate’s expense. Risk of loss remains with the Associate until IDLife receives the return.

14.7 Commission Adjustments on Returns. If a Customer or Associate order is returned, refunded, canceled, charged back, repurchased, reversed, or found noncompliant, IDLife may recover the compensation, bonuses, incentives, awards, rank, and volume associated with that order from any Associate who received or benefited from them.

14.8 Voluntary Cancellation by Excessive Product Refund Request. Unless prohibited by applicable law or waived by IDLife in writing, an Associate request to return product purchases for refund in excess of the amount stated in the Policies and Procedures during any rolling twelve (12) month period may be treated as voluntary cancellation and processed as inventory repurchase.

15. Compliance Reviews; Discipline; Cancellation; Post-Termination Obligations

15.1 Compliance Reviews and Holds. IDLife may investigate suspected noncompliance, fraud, manipulation, chargebacks, customer complaints, adverse events, data incidents, unauthorized claims, IP misuse, payment issues, or conduct that may harm IDLife. During a review, IDLife may place accounts, orders, volume, qualifications, ranks, replicated websites, Back Office access, compensation, credits, incentives, trips, recognition, and payments on hold.

15.2 Disciplinary Measures. For any violation of the Agreement, law, common-law duty, policy, or conduct IDLife determines may harm IDLife’s business, reputation, goodwill, Customers, Associates, products, regulatory position, or legitimate business interests, IDLife may take any measure it deems appropriate, including warning, required correction, content takedown, training, probation, suspension, withholding or recovery of compensation, removal of volume, rank adjustment, loss of incentive, account hold, website suspension, Customer reassignment, Enroller adjustment, termination, legal action, or any other remedy allowed by the Agreement or law.

15.3 Voluntary Cancellation. You may cancel the Agreement at any time, for any reason, by submitting written notice to IDLife at its principal business address, through the Back Office if available, or by another method IDLife designates. Notice should include your legal name, Associate ID, address, email, phone number, and signature or electronic authentication. Failure to renew may also be treated as voluntary cancellation.

15.4 Involuntary Termination. IDLife may terminate the Agreement at any time for breach, noncompliance, fraud, manipulation, inactivity, nonrenewal, nonpayment, chargebacks, reputational harm, legal risk, inaccurate information, regulatory concern, or any other lawful reason determined by IDLife. IDLife may also reject renewal or condition continuation on corrective action.

15.5 Effect of Cancellation or Termination. Upon cancellation or termination for any reason, all Associate rights end immediately, including the right to represent yourself as an IDLife Associate, sell IDLife products as an Associate, enroll Customers as an Associate, access the Back Office, use an IDLife replicated website, use IDLife IP, receive future compensation, qualify for ranks, or participate in incentives. You must immediately stop using IDLife Confidential Information, IP, Sales Tools, accounts, groups, websites, and promotional materials except as IDLife allows in writing.

15.6 Survival. Provisions concerning confidentiality, trade secrets, privacy, IP, content licenses, NIL/publicity rights, non-solicitation, payment adjustments, setoff, returns, indemnity, releases, limitations of liability, dispute resolution, class waiver, jury waiver, governing law, venue, state-specific terms, and any obligation that by its nature should survive will survive cancellation or termination.

16. Indemnity; Release; Limitation Of Liability; Damages Cap

16.1 Released Parties. "IDLife Released Parties" means IDLife and its parents, subsidiaries, affiliates, predecessors, successors, assigns, owners, members, managers, officers, directors, employees, contractors, agents, representatives, attorneys, insurers, vendors, service providers, and related parties.

16.2 Indemnity. You agree to indemnify, defend, and hold harmless the IDLife Released Parties from and against all claims, demands, causes of action, liabilities, losses, damages, penalties, fines, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) your breach of the Agreement; (b) your product, health, earnings, opportunity, or other claims; (c) your advertising, marketing, texts, calls, emails, social media, websites, events, or Sales Tools; (d) your product sales, deliveries, refunds, or customer interactions; (e) your data privacy, security, or communications practices; (f) your taxes, employees, helpers, contractors, vendors, or business expenses; (g) your violation of law or third-party rights; (h) your recruiting or cross-recruiting activity; (i) your use or misuse of IDLife IP or Confidential Information; or (j) conduct by anyone acting for, through, with, or under your account or business.

16.3 Release. To the maximum extent permitted by law, you release the IDLife Released Parties from claims arising from IDLife’s good-faith exercise of rights under the Agreement, including acceptance, rejection, suspension, termination, account holds, compensation holds, volume adjustments, rank adjustments, Customer or Associate placement decisions, enforcement actions, correction of errors, changes to the Compensation Plan, changes to Customer programs, and withdrawal of approval for Sales Tools or claims.

16.4 Waiver of Consequential and Punitive Damages. To the maximum extent permitted by law, neither party may recover indirect, incidental, consequential, special, exemplary, punitive, reputational, emotional-distress, lost-opportunity, lost-goodwill, lost-enterprise-value, or speculative damages, even if the other party was advised that such damages were possible. This waiver does not limit IDLife’s right to recover direct damages, amounts owed, clawbacks, indemnity, attorneys’ fees where recoverable, or equitable relief.

16.5 Wrongful Termination Monetary Remedy; Liquidated Damages; Fallback Cap. If a final, non-appealable decision determines that IDLife wrongfully terminated, suspended, placed on hold, adjusted, reassigned, or otherwise restricted an Associate Agreement, Associate business, account, rank, volume, customer placement, compensation, or IDLife business, and monetary damages are recoverable notwithstanding the Agreement, the Associate’s sole monetary remedy and the maximum aggregate monetary liability of IDLife and the IDLife Released Parties shall be liquidated damages equal to the Associate’s gross compensation for the twelve (12) full calendar months immediately preceding the first challenged action. If the Associate had fewer than twelve (12) full calendar months of gross compensation before the first challenged action, the amount shall be limited to gross compensation during that shorter period. If the Associate had no gross compensation during the applicable period, no monetary damages are recoverable.

“Gross Compensation” means commissions and bonuses actually paid by IDLife to the Associate under the Compensation Plan during the applicable lookback period, after returns, refunds, chargebacks, repurchases, clawbacks, offsets, repayments, compliance holds, and compensation adjustments. Retail profits may be included only if lawful, direct, not duplicative of compensation paid by IDLife, and substantiated by true, accurate, complete, and contemporaneous retail receipts and tax records. Gross compensation excludes product discounts, promotional credits, IDRewards, Reward Credits, IDLife Cash, incentive-trip value, recognition, title, future commissions, speculative profits, enterprise value, customer value, downline value, goodwill, discount value, business expenses, attorneys’ fees, costs, interest, exemplary damages, punitive damages, consequential damages, and any amount waived or barred under the Agreement.

The parties agree that actual damages from an alleged wrongful termination or account restriction would be difficult to determine when the Agreement is made because future sales, customer activity, Associate activity, organization activity, market conditions, compliance issues, and future effort are variable, speculative, and not guaranteed. The parties agree this Section is a reasonable forecast of just compensation and is not a penalty. If a court or arbitrator determines this Section is unenforceable as liquidated damages, the same amount shall operate, to the maximum extent permitted by law, as a contractual limitation of liability and damages cap.

16.6 Contractual Limitations Period. To the maximum extent permitted by law, any claim by an Associate against IDLife or any IDLife Released Party arising out of or relating to the Agreement, the Compensation Plan, IDLife products, Associate activity, Customer activity, compensation, discipline, suspension, termination, or the relationship between the parties must be filed within one (1) year after the facts giving rise to the claim were known or reasonably should have been known. Claims not filed within that period are barred. This limitation does not apply where a longer period is required by nonwaivable law and does not limit IDLife claims involving Confidential Information, trade secrets, intellectual property, indemnity, payment recovery, chargebacks, customer data, Associate data, non-solicitation, misuse of IDLife materials, or injunctive or equitable relief.

16.7 Equitable Relief. Money damages may be inadequate for breach or threatened breach involving Confidential Information, trade secrets, IP, NIL/content rights, non-solicitation, data security, customer information, sales force relationships, or misuse of IDLife materials. IDLife may seek temporary, preliminary, permanent, and emergency injunctive relief, specific performance, attachment, preservation of evidence, expedited discovery, and other equitable relief in any court with jurisdiction, before, during, or after arbitration, without waiving arbitration.

17. Dispute Resolution; Arbitration; Class and Representative Action Waiver

ARBITRATION AND CLASS WAIVER NOTICE: EXCEPT FOR EXCLUDED CLAIMS, THE PARTIES AGREE TO RESOLVE DISPUTES BY FINAL AND BINDING INDIVIDUAL ARBITRATION. THE PARTIES WAIVE JURY TRIALS, CLASS ACTIONS, COLLECTIVE ACTIONS, REPRESENTATIVE ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS TO THE EXTENT WAIVABLE, CONSOLIDATED ACTIONS, AND CLASS ARBITRATION.

17.1 Covered Claims. Except for Excluded Claims, any claim, dispute, controversy, demand, or cause of action of any kind arising out of or relating to the Agreement, the Compensation Plan, IDLife products, Associate enrollment, Associate activity, Customer activity, compensation, returns, chargebacks, account status, discipline, termination, classification, taxes, data, privacy, advertising, IP, Confidential Information, tort, statute, equity, or the relationship between the parties ("Covered Claims") must be resolved by final and binding individual arbitration.

17.2 Excluded Claims. The following are "Excluded Claims" and may be brought in court: (a) either party’s claim that qualifies for small claims court if pursued only on an individual basis; (b) IDLife’s claim for temporary, preliminary, permanent, or emergency injunctive or equitable relief to protect IP, Confidential Information, trade secrets, customer information, sales force relationships, data, accounts, payment systems, or non-solicitation rights; (c) claims that applicable law prohibits from being arbitrated; and (d) either party’s report, charge, or communication to a government agency, law enforcement, court, or regulator. A court action for Excluded Claims does not waive arbitration of Covered Claims.

17.3 Informal Resolution and Mediation. Before filing arbitration for a Covered Claim, the party asserting the Covered Claim must provide written notice describing the claim, requested relief, supporting facts, and available supporting documents. Notice to IDLife must be sent to IDLife, LLC, Attn: Legal Department, at IDLife’s principal business address, with a copy by email to any legal-notice email address IDLife designates. The parties will attempt in good faith to resolve the dispute informally for forty-five (45) days after notice unless the parties agree otherwise. The limitations period and any arbitration filing deadline are tolled during the informal process. For Covered Claims seeking one hundred thousand dollars ($100,000) or more, either party may require confidential, nonbinding mediation before arbitration unless emergency relief is needed. Unless the parties agree otherwise, mediation will be administered by AAA or another mutually acceptable mediator, conducted in Collin County, Texas or by video, and completed within sixty (60) days after the mediator is appointed. Mediation fees are shared equally unless the mediator, applicable rules, or applicable law require otherwise. Each party bears its own attorneys’ fees and expenses unless a statute or contract provides otherwise.

17.4 FAA; Administrator; Rules. The Federal Arbitration Act, 9 U.S.C. Sections 1-16, governs the interpretation and enforcement of this arbitration agreement and all arbitration-related issues. Arbitration will be administered by the American Arbitration Association (AAA) under the AAA Commercial Arbitration Rules and Mediation Procedures then in effect, except as modified by this Agreement. If AAA determines that its Consumer Arbitration Rules, Employment/Workplace Rules, Mass Arbitration Supplementary Rules, or another set of AAA rules must apply to preserve administration or enforceability, those rules will apply to the minimum extent required, and the parties’ arbitration agreement will otherwise be enforced to the maximum extent permitted by law. If AAA is unavailable, refuses to administer the arbitration, or cannot administer the arbitration consistent with this Agreement, the parties shall use JAMS or another mutually acceptable arbitration administrator. If the parties cannot agree, a court of competent jurisdiction shall appoint the administrator or arbitrator under the FAA or other applicable law.

17.5 Arbitrator Authority and Gateway Issues. The arbitrator, not any court, has exclusive authority to resolve disputes about the interpretation, applicability, formation, enforceability, unconscionability, arbitrability, scope, waiver, delegation, or validity of this arbitration agreement, except that a court of competent jurisdiction, not the arbitrator, must decide any dispute concerning the validity, enforceability, scope, effect, or breach of the class, collective, consolidated, representative, public-injunctive-relief, private-attorney-general, or mass-arbitration waivers and protocols in Sections 17.8 through 17.11.

17.6 Location and Procedure. Unless applicable law requires otherwise or the parties agree in writing, arbitration will be conducted in Collin County, Texas, or by video, telephone, or documents-only procedure as the arbitrator determines appropriate. There will be one neutral arbitrator. The arbitrator may allow reasonable discovery, dispositive motions, protective orders, remote hearings, and phased proceedings consistent with efficient, fair, and cost-conscious resolution. The arbitrator may not require IDLife to participate in an in-person hearing outside Collin County, Texas unless nonwaivable law requires it. The arbitrator must issue a reasoned written award, and judgment on the award may be entered in any court with jurisdiction.

17.7 Fees and Costs. The parties shall pay arbitration filing, administrative, and arbitrator fees as required by the applicable administrator rules and applicable law. Each party will pay its own attorneys’ fees and costs unless a contract, statute, rule, or finding that a claim or defense was frivolous, filed in bad faith, or asserted for an improper purpose allows recovery. If any fee allocation would make arbitration unlawful or unavailable, IDLife may elect to pay additional fees to preserve arbitration without waiving any right or remedy.

17.8 Individual Arbitration Only. All Covered Claims must be arbitrated on an individual basis only. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim. The arbitrator may not award relief for, against, or on behalf of any person who is not an individual party to that arbitration.

17.9 Class, Collective, Consolidated, and Representative Waiver. To the maximum extent permitted by law, the parties waive any right to bring, participate in, maintain, or recover relief in any class action, class arbitration, collective action, representative action, private attorney general action, consolidated action, combined action, or any proceeding involving claims of more than one claimant, whether in court, arbitration, or any other forum. The arbitrator has no authority to conduct class arbitration or to consolidate, join, coordinate, or combine claims of different persons without the written consent of all affected parties and IDLife.

17.10 Public Injunctive and Nonwaivable Representative Claims. If a court of competent jurisdiction determines that applicable law prohibits waiver or arbitration of a request for public injunctive relief or another nonwaivable representative claim, that claim must be severed from arbitration, litigated only in a court with proper jurisdiction, and stayed until all arbitrable individual claims are fully and finally resolved, unless applicable law requires a different sequence. The arbitrator may not decide any severed public-injunctive or nonwaivable representative claim.

17.11 Mass Arbitration Protocol. If twenty-five (25) or more substantially similar arbitration demands are filed or threatened against IDLife or related parties by or with the assistance of the same law firm, lawyer, claims administrator, funder, coordinating entity, or group of coordinated claimants, the demands are a "Mass Arbitration." The AAA Mass Arbitration Supplementary Rules apply to any Mass Arbitration to the extent AAA administers it. In addition, and to the maximum extent permitted by law: (a) counsel for the claimants and IDLife shall each select up to five (5) test cases to proceed first, for a total of no more than ten (10) initial arbitrations; (b) all other arbitration demands shall be stayed, and all filing, case-management, administrative, and arbitrator fees for stayed demands shall be deferred until those demands are selected for active arbitration, except to the extent the administrator or nonwaivable law requires otherwise; (c) after the initial test cases are resolved or otherwise concluded, the parties shall mediate all remaining demands in good faith; (d) if claims remain unresolved, they shall proceed in batches of no more than twenty (20) demands at a time unless the parties agree otherwise or the administrator requires a different process consistent with this Agreement; and (e) limitations periods for stayed demands are tolled from the date a compliant demand is received until the demand is selected for active arbitration, withdrawn, settled, or otherwise resolved. This protocol is intended to preserve individual arbitration while preventing abusive filing-fee leverage and coordinated pressure inconsistent with individualized dispute resolution.

17.12 Confidentiality. The parties, counsel, witnesses, and arbitrator must keep mediation and arbitration proceedings confidential, including pleadings, evidence, testimony, discovery, settlement communications, awards, and rulings, except as needed to conduct the proceeding, enforce or challenge an award, seek court relief, comply with law, report to regulators, communicate with counsel, auditors, insurers, tax advisors, or as otherwise required by law.

17.13 Jury Waiver. For any claim that proceeds in court rather than arbitration, the parties knowingly and voluntarily waive the right to trial by jury to the maximum extent permitted by law.

17.14 Severability. If any portion of this Section is held invalid or unenforceable, it must be severed or reformed to the minimum extent necessary to make the remainder enforceable and to preserve individual arbitration to the maximum extent permitted by law. If the class, collective, consolidated, representative, public-injunctive-relief, private-attorney-general, or mass-action waiver is held invalid as to a particular claim and cannot be severed or reformed, that claim may proceed only in court and not in arbitration, and all arbitrable individual claims must proceed first in arbitration unless nonwaivable law requires otherwise.

17.15 Survival and Beneficiaries. This arbitration agreement survives cancellation, termination, expiration, nonrenewal, rescission, assignment, bankruptcy, or any challenge to the Agreement. The IDLife Released Parties are intended third-party beneficiaries of this Section and may enforce it.

17.16 Controlling Dispute Terms. Sections 16 through 18 control all disputes, claims, notices of dispute, informal-resolution procedures, mediation procedures, arbitration procedures, class-action waivers, collective-action waivers, representative-action waivers, mass-arbitration procedures, jury waivers, governing-law rules, forum rules, venue rules, limitations periods, emergency-relief rights, damages limitations, liquidated damages, damages caps, and dispute-related remedies under the Agreement. The Policies and Procedures incorporate Sections 16 through 18 by reference. If the Policies and Procedures or any incorporated document contains dispute-resolution language that differs from Sections 16 through 18, Sections 16 through 18 control, except to the extent nonwaivable law requires otherwise.

18. Governing Law; Forum; Venue

18.1 Texas Law; FAA. The Agreement and all non-arbitration issues are governed by the laws of the State of Texas, without regard to conflicts-of-law principles, except where applicable state, federal, local, territorial, or foreign law cannot be waived. The FAA governs arbitration issues.

18.2 Court Forum. Subject to Section 17 and any mandatory state-specific rule, any court proceeding not subject to arbitration must be brought exclusively in the state courts located in Collin County, Texas, or the United States District Court for the Eastern District of Texas, Sherman Division. The parties consent to personal jurisdiction and venue in those courts and waive objections based on inconvenient forum, lack of personal jurisdiction, or improper venue.

18.3 Anti-Suit Relief. To the maximum extent permitted by law, filing or maintaining a court or arbitration proceeding in violation of Sections 17 or 18 is a material breach causing irreparable harm. IDLife may seek anti-suit, anti-arbitration, transfer, dismissal, stay, or other appropriate relief, including attorneys’ fees where recoverable.

18.4 Louisiana and Mandatory-Law Exceptions. Louisiana residents and residents of any other jurisdiction with nonwaivable venue, forum, arbitration, cancellation, or governing-law rights receive the mandatory rights required by their jurisdiction. The Agreement must be interpreted to preserve the maximum enforceable IDLife protections without waiving nonwaivable rights.

19. Notices; Electronic Records; E-SIGN Consent

19.1 Notices From IDLife. IDLife may provide notices by email, Back Office posting, website posting, text, push notification, mail, telephone, account notice, or other reasonable method using contact information in IDLife’s records. Notice is effective when sent, posted, or made available, unless applicable law requires otherwise. You must keep your contact information current.

19.2 Notices to IDLife. Notices to IDLife must be sent by the method IDLife designates in the Back Office or Policies and Procedures, or to IDLife at its principal business address with a copy to compliance@idlife.com. Legal notices must identify your legal name, Associate ID, address, email, phone number, and the subject matter of the notice.

19.3 Electronic Records and Signatures. You consent to transact with IDLife electronically. You agree that electronic signatures, click-wrap acceptance, digital acknowledgments, account authentication, electronic records, email notices, Back Office notices, website postings, and electronically stored copies have the same legal effect as paper documents and handwritten signatures to the maximum extent permitted by the E-SIGN Act, UETA, and applicable law.

19.4 Hardware and Software. You confirm that you have the hardware, software, internet access, email account, and ability to access, print, download, and store electronic records. You may withdraw consent to electronic records by written notice to IDLife, but withdrawal may result in cancellation or inability to operate an IDLife business if electronic administration is required.

20. General Provisions

20.1 Entire Agreement; No Reliance. The Agreement is the entire agreement between you and IDLife regarding your Associate relationship and supersedes all prior or contemporaneous oral or written agreements, representations, promises, trainings, field statements, social media posts, screenshots, presentations, or understandings. You have not relied on any statement not included in the Agreement or current official IDLife materials.

20.2 Severability and Reformation. If any provision is held void, invalid, or unenforceable, only the affected portion will be severed or reformed to the minimum extent necessary to make it enforceable while preserving the business purpose. All remaining provisions continue in effect.

20.3 No Waiver. IDLife’s failure to enforce any provision, delay in enforcement, acceptance of performance, payment of compensation, approval of a Sales Tool, or issuance of a courtesy credit is not a waiver of IDLife’s rights. A waiver must be in writing and signed by an authorized IDLife officer.

20.4 Force Majeure. IDLife is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, disasters, pandemics, labor issues, transportation delays, supply shortages, cyber incidents, payment processor issues, platform changes, government action, war, terrorism, civil unrest, regulatory action, or failures of utilities, carriers, vendors, or technology providers.

20.5 Compliance With Subpoenas and Law. IDLife may preserve, disclose, suspend, or act on accounts, records, funds, compensation, Customer information, and Associate information as IDLife reasonably determines is necessary to comply with law, subpoenas, court orders, regulatory requests, payment processor requirements, tax requirements, investigations, audits, or risk-control obligations.

20.6 Language; Interpretation. If the Agreement is translated, the English version controls unless applicable law requires otherwise. Headings are for convenience only. The Agreement will not be construed against either party merely because that party drafted it.

20.7 Counterparts. The Agreement may be accepted in counterparts, electronically, by click-wrap, by digital signature, by paper signature, or by conduct reflecting assent. Each method is binding.

Appendix A

State-Specific Notices and Mandatory-Law Addendum

The state-specific notices, cancellation rights, inventory-repurchase rights, forum rights, language rights, disclosure requirements, and other mandatory-law provisions in the Associate Policies and Procedures are incorporated into this Agreement by reference. If applicable nonwaivable law gives an Associate or Customer greater rights than this Agreement, those rights apply only to the extent required by law and only for the person or transaction protected by that law. IDLife reserves all rights not inconsistent with applicable law.

Associate Acceptance and Acknowledgment

By clicking “I Agree,” “Submit,” “Enroll,” “Accept,” or any similar electronic acceptance button or checkbox, or by otherwise electronically accepting or using an IDLife Associate account, the applicant or Associate (“Associate”) acknowledges, represents, and agrees as follows:

1. Agreement to Governing Documents. Associate has read, understands, accepts, and agrees to be bound by the IDLife Associate Agreement, Associate Policies and Procedures, Compensation Plan, applicable state addenda, Privacy Policy, Website Terms, Product Subscription terms, and all other documents, rules, programs, and policies incorporated by reference, each as amended from time to time in accordance with their terms.
2. Independent Contractor Status. Associate is an independent contractor and is not an employee, agent, franchisee, partner, joint venturer, fiduciary, legal representative, or purchaser of a franchise or business opportunity from IDLife. Associate has no authority to bind IDLife or make promises, representations, warranties, or commitments on behalf of IDLife.
3. No Required Purchases. No product purchase, inventory purchase, Product Subscription, Customer enrollment, Associate enrollment, or minimum sales volume is required to become or remain an Associate, except for any lawful enrollment fee or renewal fee that IDLife clearly discloses and that is permitted by applicable law.
4. No Compensation For Recruiting Alone. Associate does not earn compensation for recruiting, sponsoring, or enrolling another person alone. Compensation is paid only under the then-current Compensation Plan and must be tied to bona fide product sales or bona fide product purchases for actual use.
5. No Income Guarantee or Reliance. Associate has not relied on any income claim, lifestyle claim, earnings projection, guarantee, promise of success, statement of expected profits, or representation outside current official IDLife materials. Associate understands that earnings, if any, depend on customer demand, sales activity, effort, expenses, compliance, and other business factors, and are not guaranteed.
6. Discretionary Credits and Promotions. Associate understands that IDRewards, Reward Credits, IDLife Cash, birthday credits, goodwill credits, promotional credits, and similar credits or benefits are discretionary, may be issued or withheld by IDLife in its sole discretion, may be limited, modified, suspended, or discontinued at any time, and do not create vested rights, compensation rights, or continuing program benefits.
7. Dispute Resolution and Waivers. Associate expressly agrees to the binding arbitration agreement, jury trial waiver, class action waiver, collective action waiver, representative action waiver, mass action waiver, damages limitations, liquidated damages / damages cap, contractual limitations period, governing law, and venue provisions in the Agreement.
8. Electronic Records and Signatures. Associate consents to electronic records, electronic signatures, electronic contracts, electronic disclosures, electronic notices, Back Office notices, email notices, website postings, app notices, and other electronic communications from IDLife. Associate agrees that electronic acceptance has the same legal force and effect as a handwritten signature.
9. Accuracy of Information. All information Associate provides to IDLife is true, accurate, complete, and current. Associate will promptly update IDLife if any information changes, including name, address, email, phone number, tax information, payment information, business entity information, or eligibility information.
10. Authority For Entity Applicants. If Associate enrolls through a corporation, limited liability company, partnership, trust, or other entity, the individual accepting electronically represents that they have authority to bind the entity and all owners, managers, officers, members, partners, trustees, beneficiaries, and other affiliated parties to the Agreement.
11. Continuing Acceptance. Associate’s continued access to or use of any IDLife Associate account, Back Office, replicated website, Compensation Plan benefits, customer information, Associate information, IDLife systems, IDLife tools, or IDLife programs constitutes continuing acceptance of the Agreement, as amended in accordance with its terms.

☐ I have read, understand, and agree to the IDLife Associate Agreement, Associate Policies and Procedures, Compensation Plan, applicable state addenda, Privacy Policy, Website Terms, Product Subscription terms, and all incorporated documents. I consent to electronic records, electronic signatures, and electronic notices, and I agree that my electronic acceptance is legally binding.