By signing up for the Natural Immunogenics Affiliate Program (“Program”) , hereby noted as “CLIENT”, you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

Natural Immunogenics reserves the right to update and change the Terms of Service from time to time without notice. Continued use of the Program after any such changes shall constitute your consent to such changes.

GENERAL REQUIREMENTS FOR ACCEPTANCE:

• You must operate a website or business in the United States or Canada.

• You must have an established website and/or social media following over 5,000 followers.

• You must be in compliance with our Terms & Conditions

ENROLLMENT:

After receiving your application, we will review your information and notify you of your acceptance into our Program. Please allow up to 2 weeks for your application to be reviewed. We reserve the right to reject any application, however we encourage you to contact us if you feel we have made an incorrect decision.

AFFILIATE CONTENT:

Affiliate shall create the following (collectively, the “Affiliate Content”):

• Minimum of 1 unique post per month

Additionally:

• The Affiliate Content will promote (the “Product”), and must be approved by CLIENT prior to publication.  

• Affiliate shall clearly and conspicuously disclose his/her affiliation with CLIENT in all Affiliate Content in accordance with the Terms and Conditions (defined below). 

• In each Affiliate Content execution, Affiliate shall, as directed by CLIENT, (a) include official links to CLIENT content and (b) tag @sovereignsilver and other CLIENT-owned channels and hashtags.

• As requested by CLIENT, Affiliate shall “follow” or “fan” CLIENT-owned social channels (currently Facebook, Instagram).

• Affiliate shall furnish all the final links and/or event/article/published/segment to client upon release.

TRACKING:

All Affiliate sales are linked to the affiliate's unique tracking link provided to Affiliate upon acceptance into CLIENT’s Affiliate Program. It is important, and the Affiliate’s responsibility, to promote this coupon in all Affiliate marketing activities so that sales can effectively be tracked and thus, Affiliate is properly compensated.

CLIENT may not be held responsible for Affiliate’s failure to properly promote his/her coupon code.

MARKETING RESTRICTIONS:

Your participating website(s) may not:

• Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

• Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.

• Disparage or defame Client or its competitors

• Include nudity, pornography, obscenity, vulgarity, profanity, or lewd content of any sort

• Incite, advocate, or express hatred, bigotry, racism, or gratuitous violence, or include any other offensive content

• Depict consumption of alcohol beverages or any illegal drug use

• Misrepresent the source of anything in the Post, including impersonation of another individual or entity

• Include links to external sites that violate these provisions

• Include content that is protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless Affiliate owns or controls the rights thereto or has received all necessary consents such that the use thereof in accordance with this Agreement by Client, and its licensees, successors, assigns and agents (collectively, the “Permitted Parties”) shall not violate the rights of any third party

• Contain advertising for Affiliate or third parties (including, without limitation, money making schemes, discount cards, surveys, contests, etc.)

• Contain false or misleading statements regarding the Product(s) or the Product(s)’ effects on disease cure, prevention, mitigation, treatment and/or show visual content that includes competitive brands during the term of the Agreement

• Contain any clothing with language or logos that may distract or interfere with the Product’s attention

WEBSITE RULES:

• Your Website will not in any way copy, resemble, or mirror the look and feel of the CLIENT’s Website. You will also not use any means to create the impression that your Website is the CLIENT’s Website or any part of the CLIENT’s Website including, without limitation, framing of the CLIENT’s Website in any manner.

• You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).

• Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.

PPC GUIDELINES:

If you are enrolled in our Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:

• You may not bid on any of our *trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo, Facebook or any other network.

• You may not use our trademarked terms in sequence with any other keyword (i.e. Sovereign Silver Coupons).

• You may not use our trademarked terms in your ad title, ad copy, display name or as the display url.

• You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliate links must be directed to an actual page on your website.

• If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding.

TRADEMARK TERMS:

• Sovereign Silver®, Bio-Active Silver Hydrosol™, Sovereign Copper®, Bio-Active Copper Hydrosol™, Natural Immunogenics® and any future product names and types. These will be communicated as part of an amendment announcement to Affiliates.

COUPON GUIDELINES:

• You may not use coupons or offer sites to promote our program.

• You may not submit your affiliate code to any coupon sites.

• Any transaction coming from a coupon or offer site will be reversed.

• You may ONLY advertise coupon/discount codes that are provided exclusively to you through the affiliate program.

DOMAIN NAMES:

Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited i.e. sovereignsilver.website.com or www.sovereignsilver-coupons.com, etc…

SOCIAL MEDIA:

Use of any of our trademarked terms as part of your social handle is strictly prohibited i.e. facebook.com/Sovereign-Silver-Coupons

EMAIL:

If you intend to promote our Program via e-mail campaigns, you must adhere to the following:

• Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.

• E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of Sovereign Silver or Natural Immunogenics.

REVERSAL & COMMUNICATION POLICY:

We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions. If we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy. If any of the following apply, then we reserve the absolute right to reverse orders or suspend you from the program.

• You are not forthcoming, intentionally vague or are found to be lying.

• You are not responsive within  48 hours time period.

• You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.

PERFORMANCE:

• Affiliate shall use all reasonable efforts and exercise good faith in fulfilling his/her obligations under this Agreement.  

• Affiliate shall stay on message with any key approved messages provided by Client.  

• Affiliate shall not make any changes to approved Affiliate Content without Client’s approval.  

• Affiliate promptly shall remove/delete any Affiliate Content upon Client’s request.  

• Affiliate shall comply with all applicable laws and guidance, including, without limitation: the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonial in Advertising (as they may be updated) (the “FTC Endorsement Guides”) and the Food and Drug Administration’s prohibition against the use of disease claims for foods, including dietary supplements.  

• For purposes of this Agreement, a “disease claim” means any statement that claims, explicitly or implicitly, that the Product can or may diagnose, mitigate, treat, cure, or prevent any disease.  Further, “disease” means damage to an organ, part, structure, or system of the body such that it does not function properly, or a state of health leading to such dysfunction, except that health conditions resulting from essential nutrient deficiencies are not included in this definition.

PUBLISHING GUIDELINES:

Affiliate must comply with the following standard messaging guidelines:  

• Include a clear picture of the Product’s front label in any visuals

• Include relevant call-to-action if agreed upon (e.g., link to Client’s website)

• Include specific product highlights whenever possible (e.g., #1 selling silver brand or easily absorbed) (see Appendix A for Product Descriptions that can form basis of product highlights); post true and accurate positive reflections of the Affiliate’s personal experience and beliefs 

• Use one or more of the following tags for immune support/dietary supplement Product(s): @SovereignSilver, #SovereignSilver, #SovereignSilverPet, #ColloidalSilver, #BioActiveSilverHydrosol, #ImmuneSupport, and #HealthSovereignty; and 

• Use one or more the following tags for the topical healing /first aid Product(s): #FirstAid, #FirstAidGel, #TopicalHealing, #FirstAidPetGel, #PetsTopicalHealing and #HomeopathicMedicine.  Additional tags may be added by Natural Immunogenics 

1. GRANT OF RIGHTS/USAGE.  Client shall retain ownership of materials created by Client or provided by Client (including, without limitation, any Client trademarks, logos or other intellectual property) for incorporation into the Affiliate Content (“Client Materials”). Ownership of the Affiliate Content, excluding Client Materials that may be incorporated therein, shall vest in Affiliate, unless otherwise specified in the “Additional Terms” section of this Agreement, provided that Affiliate may not use the Affiliate Content except as provided herein or as approved by Client.  Affiliate grants to Client in perpetuity, the royalty-free, worldwide, irrevocable, fully paid-up right and license to use, reproduce, distribute, modify, publicly perform, translate, create derivative works from, publicly display and otherwise exploit the Affiliate Content and any other materials produced as a result of Affiliate’s Services pursuant to this Agreement, including Affiliate’s name, performance, signature, picture, likeness,  image, voice, social media handle and avatar, statements and biographical materials (collectively, Affiliate’s “Persona”) as incorporated into the Affiliate Content/other materials created related to the activities hereunder (hereafter collectively referred to as the “Materials”), in their original or modified form, in the media specified on the Cover Page, or if none specified, in any and all media now known or hereafter devised, for the purpose of advertising and promoting Client and the Product(s) in accordance with the terms of this Agreement during the Term as specified on the Cover Page.  Client has no obligation to remove or delete posts to social media platforms or on archival portions of its website(s) that contain the Materials after the Term so long as any Materials were posted during the Term and otherwise in accordance with this Agreement.  In addition, Client retains the perpetual right to use the Materials for archival purposes. Affiliate shall have no claim to compensation (other than as specified herein) and no claim (including, without limitation, claims based upon invasion of privacy, defamation, or right of publicity) arising out of any use, alteration, blurring, distortion, faulty reproduction, fictionalization, illusionary effect, or use in any composite form of the Materials. The parties acknowledge that the Materials and other materials distributed or made available during the Term may be retained by third parties and may be available and accessible in print or other media, including, without limitation, online through third party websites, platforms, and/or services, whether during or after the Term, and that (i) Client cannot control all of such availability or accessibility, (ii) such availability or accessibility shall not be deemed a breach of this Agreement, (iii) Client will not have any obligation related thereto, and Affiliate will not have any right to require Client to demand removal or cessation of any such availability or accessibility, and  (iv) Client will not be responsible or liable for such availability or accessibility or for the acts or omissions of third parties with respect to such materials.  The foregoing limit on Client’s liability with respect to third party use of the Materials shall survive the expiration or termination of this Agreement.  It is further understood and agreed that Client is not obligated to use in any manner any Materials, the Services, or any other materials or services provided under this Agreement.

2. GIVEAWAYS.  Giveaways, if any, should be fair, appropriate, and relevant to Client’s brand.  The giveaways must include the proper FTC disclosure language (see FTC Endorsement Guides).  Affiliate must make clear in the post(s) that all giveaway winners must reside in the U.S. & Canada?  Affiliate must follow the policies set in place by the utilized media platform, which, inter alia, prohibit the Affiliate from using their fan’s followers as a means of entry.  Therefore, the Affiliate cannot require someone to tag a friend or share a post as a way to enter a giveaway.  Client recommends that Affiliate ask its fans to like the post and answer a question related to Client’s brand in the comments to be entered into the giveaway.  

3. COMPENSATION.  In full consideration to Affiliate for entering into this Agreement and for all of Affiliate’s services hereunder and all rights granted by Affiliate herein, and provided that Affiliate fully and completely performs all of Affiliate’s services, Client agrees to pay Affiliate (and Affiliate agrees to accept) the Commission.  Client shall not be liable for any broker’s and/or agent’s fees or commissions, taxes, production company fees, union fees or other payments to third parties payable by Affiliate in connection with this Agreement or Affiliate’s services hereunder.  Any payments made hereunder shall be subject to any deductions required by law.  Client will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker’s compensation insurance on Affiliate’s behalf.  

4. EXCLUSIVITY.  If Exclusivity is provided for on the cover page of this Agreement, the following shall apply:  During the Term and for a period of 12 months after the “End Date” of the Agreement and anywhere in the world, Affiliate will not authorize or permit (nor has Affiliate authorized prior to the Term, which authority is still in effect) the use of Affiliate’s Persona, nor will Affiliate render any services, give any testimonials or endorsements in any advertising in any medium, nor engage in any promotional activities in connection with (a) any Competitive Products; (b) any other manufacturer, distributor, dealer, retailer or producer of Competitive Products, or (c) any product or service that denigrates Client or Client’s brands or its products.  For clarity, the aforementioned shall not preclude Affiliate from appearing in the entertainment, news or informational portion of film, program, publication, or event, regardless of sponsorship, provided that in each case Affiliate does not directly endorse any Competitive Products.

5. APPROVALS.  Affiliate must submit posts for approval up to 2 business days prior to posting.  In the event Client makes any material edits (Legal, etc) to any Affiliate Content provided by Affiliate with respect to Affiliate’s beliefs, findings, experiences or opinions about Client or the Product(s), Client shall submit such revised Affiliate Content to Affiliate (email is sufficient) within 2 business days for Affiliate’s acceptance; Affiliate shall communicate any objections/comments with respect to such material edits within 1 business day of Client’s submission to Affiliate; if Affiliate fails to respond within such period, the material edits to such Affiliate Content shall be deemed approved.    

6. REPRESENTATIONS/WARRANTIES. Affiliate represents and warrants that (a) Affiliate is 18 years of age or older, or, if under 18 years of age, Affiliate has the consent of Affiliate’s parent or legal guardian to enter into this Agreement, as indicated on the signature page; (b) Affiliate has no criminal record; (c) Affiliate has the right to enter into this Agreement and has no conflicting commitments or obligations that would interfere with Affiliate’s ability to perform the services required of Affiliate and the rights herein granted; (d) Affiliate has not acquired the number of social media followers Affiliate has as of the Effective Date, nor shall Affiliate acquire any social media followers during the Term, by means of any automated program or similar technique/method, or fraudulent behavior of any kind, and any representation Affiliate has made to Client with respect to the number of social media followers Affiliate has acquired is truthful and accurate, to the best of Affiliate’s knowledge; (e) in the Affiliate Content, and in the event Affiliate makes any public statements in connection with this Agreement, Affiliate shall clearly and conspicuously disclose Affiliate’s affiliation with Client in accordance with the FTC Endorsement Guides, in a form and with a placement to be approved by Client; (f) any claims Affiliate makes about Client or Client’s products or services shall reflect Affiliate’s honest and truthful opinions; (g) if Affiliate’s positive opinion(s) about Client or Client’s products or services should change during the Term so that Affiliate no longer can truthfully endorse Client, Affiliate shall immediately advise Client and Client shall have the right to terminate the Agreement; and (h) Affiliate and the Affiliate Content shall comply with all applicable laws and the highest industry standards. In addition, Affiliate represents and warrants that any Affiliate Content or other materials published by Affiliate hereunder represents fair, accurate, and truthful depictions of what is represented, and specifically:  (i) all Products depicted are the actual products, without any enhancement, alteration, or additional ingredients, (ii) any Products depicted were used in conformity with the instructions on the packaging, (iii) any demonstrations are depicted without any special effects or any other method which would enhance or alter the performance or appearance depicted, including without limitation filters or Photoshop.

7. TERMINATION.  If Affiliate dies or suffers any disability which prevents Affiliate from fully rendering Affiliate’s services hereunder, the agreement will be cancelled and any outstanding commissions to be paid to Affiliate’s estate.  If Affiliate neglects, fails or refuses or is unable to perform Affiliate’s services or observe Affiliate’s obligations as Affiliate has agreed or warranted hereunder, or if an Event of Force Majeure (as defined below) occurs, in addition to any other rights and remedies that Client may have hereunder or at law or in equity, (a) Client shall have the right to terminate this Agreement effective as of the date CLIENT communicates such termination by email to Affiliate, and (b) in such event, Affiliate shall only be entitled to payments accrued as of the date of such termination (i.e., the pro rata portion of any compensation paid or payable to Affiliate up to and including the date of such termination).  “Event of Force Majeure” is defined as a natural catastrophe, pandemic, labor dispute or strike, act of God or public enemy, war, municipal ordinance, state or federal law, governmental order or regulation or any other similar cause beyond Affiliate’s control that adversely affects Affiliate’s services or the Permitted Parties’ rights to use/create the Materials.  

8. CONFIDENTIALITY. Unless disclosure to Affiliate’s employees or subcontractors necessary for Affiliate to perform Affiliate’s obligations under this Agreement, Affiliate will not disclose (including, without limitation, via social media, etc.) any trade secrets or confidential information of Client to any third parties, including, without limitation, any content of any advertising that Client has not yet released to the general public, Affiliate’s relationship with Client (until publicly disclosed by Client), and any of the terms of this Agreement (including, without limitation, the amount of compensation paid hereunder).  Such disclosure shall expose Affiliate to civil liability, injunction, and the costs of repairing such breach of confidentiality, including, but not limited to, damages and attorney’s fees.  In the case of employees or subcontractors, no Confidential Information shall be transferred unless a Non-Disclosure Agreement is in place between the Affiliate and the Affiliate’s employee or subcontractor.  For purposes of this Agreement, ”confidential information” includes, but is not limited to:  invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, equipment and configurations, patent searches, existing and/or contemplated products and services, research and development, scientific data, to include information supporting the products’ structure function claims and methods of action, production designs, features and processes, costs, profit and margin information, finances and financial projections, customers, clients, sales data and current or future business plans, models, marketing and advertising information, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure. Notwithstanding the foregoing, “Confidential Information” does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach by the Affiliate; (b) is or becomes available to the Affiliate on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Affiliate prior to being disclosed by or on behalf of Client; (d) was or is independently developed by Affiliate without reference to or use of, in whole or in part, any of Client’s Confidential Information; or is required to be disclosed pursuant to applicable Law.  In addition, Affiliate understands and agrees that all press inquiries regarding Affiliate’s services hereunder and any information and materials related thereto shall be directed to Client and that Affiliate will not communicate to the press directly without Client’s prior written approval.

9. REGULATORY COMPLIANCE Natural Immunogenics, manufacturer of the Sovereign Silver product range, operates in the highly regulated industry of Dietary Supplements primarily (also referred to as Natural Health Products), in over-the-counter (OTC) Drug products, Cosmetics and Medical Devices. As such, affiliates of Sovereign Silver must also comply with laws and regulations developed and overseen by several Federal and State agencies including the Food and Drug Administration (FDA), the Code of Florida Statutes, the United States Department of Agriculture (USDA), the National Animal Supplement Council (NASC), the Federal Trade Commission (FTC), the Natural and Non-Prescription Health Products Directorate (NNHPD) of Health Canada, and the European GMPs for the manufacture of medicinal products for human use. 

10. INDEMNITIES/DISCLAIMERS. Each party agrees to indemnify, defend and hold the other, and each of their parent, subsidiary and affiliated corporations and their respective directors, officers, employees, agents, successors and assigns, from and against any and all third-party claims, loss, liability, injury, property damage, costs or damages arising from actual or threatened claims or causes of action for (a) their alleged or actual breach of this Agreement or (b) their gross negligence or willful misconduct. In addition, Client agrees to defend, indemnify and hold Affiliate harmless from and against any and all third-party claims, damages, liabilities, costs and expenses (including, without limitation, reasonable outside attorneys’ fees) arising out of any Client products or services, except as caused by Affiliate’s negligence or misconduct.  This provision shall survive the expiration or termination of this Agreement. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE DIRECT OR INDIRECT SUBSIDIARIES, CONTROLLED AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY.

11. NO INSURANCE. Affiliate acknowledges that Client does not provide for nor carry any insurance of any kind for Affiliate’s benefit or that of Affiliate’s heirs, executors and administrators relative to Affiliate’s obligations under this Agreement. Affiliate is solely responsible for obtaining and paying for any life, accident, automobile, property or other insurance relative to Affiliate’s services under this Agreement.

12. TRADE SECRETS. Affiliate acknowledges and agrees that Client has informed Affiliate, in accordance with 18 U.S.C. § 1833(b), that Affiliate may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

13. RIGHT TO INJUCTION. The parties acknowledge and agree that the services to be rendered by the Affiliate under this Agreement and the rights and privileges granted to Client under this Agreement are of a special, unique, unusual, and extraordinary character that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by Affiliate of any of the provisions of this Agreement shall cause Client irreparable injury and damage.  Affiliate expressly agrees that Client shall be entitled to injunctive relief in the event of, or to prevent, a breach of any provision of this Agreement by Affiliate.  Any action for injunctive relief shall be brought exclusively in the state or federal courts located or having jurisdiction in Florida, Manatee County, and Affiliate irrevocably submits to the jurisdiction of such courts and agrees to waive any objection that such courts are an inconvenient forum for the resolution of such action.

14. RELATIONSHIP OF THE PARTIES.  The parties are solely independent contractors, and Affiliate shall not be considered an agent or employee of Client.  Affiliate shall not be entitled any of the benefits, direct or indirect, or an employee or agent of Client, including without limitation, vacation, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Client to its employees.  Unless specifically given authority to act as an agent for Client, Affiliate shall not be construed to have any authority, and shall not hold himself or herself out as having authority, to bind Client, and shall not make any Agreements or representations on Client’s behalf without Client’s prior written consent.  If an agent signs below on Affiliate’s behalf, such agent represents and warrants that it has the right and authority to sign on Affiliate’s behalf and bind Affiliate to the terms hereof.  

15. COMPLETE AGREEMENT.  This Agreement contains the entire understanding between Client and Affiliate with respect to the subject matter hereof, and may not be altered or waived except by a writing signed by both parties.  

16. NOTICES.  All notices or other communications required or permitted to be given under this Agreement shall be in writing. All such notices and other communications pursuant to the terms of this Agreement shall be deemed to have been duly given or delivered when delivered personally, or sent by e-mail, telegram, facsimile with confirmation of receipt, courier service or by Certified Mail-Return Receipt Requested, to the following address:

Attn: Sovereign Silver Affiliate Program

7504 Pennsylvania Avenue

Sarasota, FL 34243

17. GOVERNING LAW.  The validity, interpretation, and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Florida, Manatee County, without giving effect to conflict of laws, principles, or rules.

18. ARBITRATION.  All claims or controversies arise out of or relating to this Agreement shall be settled by arbitration.  Each party shall select one arbitrator and the arbitrators shall select a third arbitrator.  The arbitration shall be in accordance with the rules of the American Arbitration Association and be held in Sarasota, Florida.  The arbitration award may be entered in any court of competent jurisdiction and enforced as any other judgment, decree, or order of such court.  The foregoing, however, shall not preclude the Client from applying for any preliminary or injunctive remedies available under applicable laws for any purpose.  

19. SEVERABILITY.  Should any portion of this Agreement be rendered void or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.