I may not assign any rights under the Agreement without the prior written consent of Paparazzi. Consultant may cancel this Agreement at any time and for any reason upon written notice to Paparazzi at its principal business address. Paparazzi reserves the right to terminate all Consultant Agreements upon 30 days notice if the Company elects to: (1) cease business operations (2) dissolve as a business entity or (3) terminate distribution of its products and/or services via direct selling channels. In the event of cancellation, termination, or nonrenewal, I waive all rights I have, including, but not limited to, property rights to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization. I shall not be eligible to sell Paparazzi products and services, nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization. If I fail to annually renew my Paparazzi business through the purchase of inventory, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Consultant.

The continuation of my Paparazzi business or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments. Amendments shall become effective 30 days after publication. Notification of amendments shall be posted on Paparazzi’s website. I understand that the Paparazzi Policies and Procedures and/or the Paparazzi Marketing and Compensation Plan may be amended at the sole discretion of Paparazzi, and I agree to abide by all such amendments. I understand that I must be in good standing and not in violation of the Agreement to be eligible for bonuses or commissions from Paparazzi. I have carefully read and agree to comply with the Paparazzi Policies and Procedures, the Paparazzi Marketing and Compensation Plan, which are incorporated into and made a part of these Terms and Conditions (these three documents shall be collectively referred to as the “Agreement”). Paparazzi is not responsible for withholding and shall not withhold or deduct from my bonuses and commissions, if any, FICA or taxes of any kind unless required by law. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF PAPARAZZI FOR FEDERAL OR STATE TAX PURPOSES. I agree that I will be solely responsible for paying all expenses which I incur in my business, including, but not limited to, travel, food, lodging, secretarial, office, long distance telephone and other expenses. I agree that, as a Paparazzi Consultant, I am an independent contractor and not an employee, partner, legal representative, or franchisee of Paparazzi. I agree to present the Paparazzi Marketing and Compensation Plan and Paparazzi products and services as set forth in official Paparazzi literature. If qualified, I have the right to earn commissions pursuant to the Paparazzi Compensation Plan.

I have the right to enroll persons in Paparazzi. I have the right to offer for sale Paparazzi products and services in accordance with these Terms and Conditions.

I understand that as an Independent Consultant for Paparazzi (“Paparazzi”): a.

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