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PRUVIT INDEPENDENT PROMOTER AGREEMENT

As a prospective Pruvit Independent Promoter (“Promoter” or “Pruver”), I understand and agree that my relationship with Pruvit Ventures, Inc. (“Pruvit” or “Company”) shall be governed by the following terms and conditions (the “Terms and Conditions”):

1.

Agreement.I understand that this Independent Promoter Agreement is subject to acceptance by Pruvit. Upon acceptance by Pruvit, these Terms and Conditions, together with the Pruvit Statement of Policies & Procedures and the Pruvit Performance Rewards, which are incorporated by reference, shall constitute the entire agreement (the “Agreement”) between Pruvit and me.

2.

Independent Contractor Status.It is expressly understood that I am entering into this Agreement as an independent contractor who is responsible for my own business activities with sole control over the manner and means of my performance under this Agreement. I am solely responsible for setting my work hours and for any expenses incurred by me in the operation of my business. I UNDERSTAND THAT I AM NOT AN EMPLOYEE OR AGENT OF PRUVIT AND I WILL NOT BE TREATED AS AN EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. I acknowledge that Pruvit is not responsible for income withholding and that it will not withhold or deduct any tax from my commissions or bonuses, if any.

3.

Yearly Promoter Membership. In exchange for valuable consideration, such as back office access and maintenance, I agree to pay Pruvit’s yearly promoter membership fee and I understand that the promoter membership fee is the only purchase required to conduct business as a Pruvit Independent Promoter.

4.

Ownership and Use of Confidential Information.I acknowledge that Pruvit owns all product, Promoter and customer information and data that may be provided to me or that I may create or compile, including but not limited to product purchase information, customer and Promoter contact and profile data, Promoter lists, and any and all marketing materials (collectively, “Confidential Information”). I will not use or disclose Confidential Information to any person except as expressly permitted by this Agreement and will take all reasonable precautions to prevent any unauthorized dissemination of Confidential Information, both during and after the term of this Agreement. Upon Pruvit’s reasonable written request, I agree to return to Pruvit all Confidential Information, including but not limited to all Promoter lists, customer lists, marketing plans and all copies of such materials.

5.

Authorized Business and Product Claims.Any claims made about Pruvit products shall be the same as those published in Company literature. Income claims are not permitted. In addition, I shall not make any statement or disseminate information that would lead a person to believe that I am an employee or agent of Pruvit, Inc. and I shall at all times represent that I am an Pruvit Independent Promoter.

6.

No Exclusivity. I understand that the rights granted to me under this Agreement are non-exclusive and that no territory or geographical areas have been granted to me on an exclusive basis.

7.

Use of Trademarks, logos and trade names.Promoters are prohibited from copying or using the Pruvit name, or Pruvit trade names, logos, sales materials, company literature, trademarks, or any web-site content, except in materials provided or created by Pruvit or approved in writing by Pruvit prior to use by Promoter. By agreeing to these Terms and Conditions, I understand that any unauthorized use or duplication of Pruvit trade names, trademarks or copyrighted materials is a violation of this Agreement and applicable federal and state laws.

8.

Non-Solicitation.During the term of this Agreement and for a period of one (1) year after the termination of this Agreement, I shall not directly or indirectly, on my own behalf or on the behalf of any other person or entity, call upon or solicit or attempt to call upon or solicit any Pruvit employee or Promoter to terminate or alter his or her business relationship with Pruvit. “Solicit” includes recruiting or sharing information about another direct sales opportunity or other career with any Pruvit employee or Promoter.

9.

Non-Disparagement.I agree to refrain from making negative, disparaging, untrue or misleading comments about Pruvit, other Pruvit Promoters, Pruvit products, the Pruvit Career Rewards, or Pruvit’s owners, managers, officers or employees. I also agree not to engage in any activities that may cause harm or disruption to the business of Pruvit or any Pruvit Promoter.

10.

Photo and Video Release.I grant to Pruvit and its authorized agents an unrestricted license to use, publish, edit, and distribute to the public by any means of transmission, distribution or communication, including but not limited to, the Internet, and in audio visual works, photographs, sound recordings, advertising, promotional and marketing materials (collectively, “Use”), my name, including nicknames and social media handles, likeness, image, photograph, biographical information, voice, , opinions, comments or statements. I represent that any comments, statements or opinions that I make or express concerning Pruvit and/or its products or services will reflect my true and honest opinion. This authorization may be cancelled upon receipt by Pruvit of a written notice of cancellation from me.

11.

Independent Contractor Status.

a.Term and Renewal.Unless terminated earlier pursuant to Section 11(b) or (c) below, the term of this Agreement shall be one (1) year from the date of acceptance by Pruvit (the “Effective Date”). If I have agreed to the automatic renewal provision in my initial promoter membership purchase, then this Agreement will automatically renew every twelve (12) months on the anniversary of the Effective Date. Pruvit will notify me of this automatic renewal before the anniversary of the Effective Date. Pruvit reserves the right to accept or reject any renewal in its sole discretion.

b.Term and Renewal.Pruvit may terminate this Agreement at any time and for any reason in its sole discretion upon thirty (30) days’ written notice. Pruvit may immediately terminate this Agreement in the event of my death or my breach of any provision of this Agreement. Termination shall be effective on the date on which notice is effective in accordance with Section 20 or when I receive actual notice of
termination, whichever occurs first. Pruvit shall not be required to have any reason or to prove any cause in order to terminate this Agreement. If and when this Agreement is terminated, I shall have no right or interest in any commissions or compensation generated after the date of termination, nor any right to claim or collect lost profits, lost opportunities or any other damages. Termination will result in the loss of all rights and benefits as an Independent Promoter. I hereby authorize Pruvit to withhold any amounts due and owing to Pruvit at the time of any termination to the fullest extent allowed by applicable law.

c.Voluntary Cancellation. I have the right to terminate this Agreement at any time, for any reason. Notice of termination must be submitted in writing to Pruvit at the address shown in Section 20 below or to support@pruvithq.com.

d.Product Returns Upon Termination.If a terminating Promoter has purchased products, Pruvit will issue a refund or credit for any products purchased by and in the possession of the terminating Promoter provided that: (i) the products are unopened and returned to Pruvit within thirty (30) days from the date of termination; (ii) the terminating Promoter provides proof of purchase of the products; (iii) the products were purchased within 12 months preceding the date of termination, and (iv) the products are undamaged and are current and resalable (Note: the 12 month requirement is not applicable to residents of Maryland, Wyoming, Massachusetts and Puerto Rico). Refunds are also subject to a ten percent (10%) handling and restocking fee. Shipping costs are not refundable. “Current and resalable” means any product being offered for sale by Pruvit on the date it sends or receives notice of the Promoter’s termination that is in current packaging and is returned at least 8 months before the product expiration date.

12.

Transferability.Neither this Agreement nor my Pruvit business may be transferred or assigned by me or operated in partnership with any other person without Pruvit’s prior written consent.

13.

Other Terms

a.I have full legal capacity to enter into this Agreement in the state in which I reside. I agree to comply with
all laws, rules and regulations governing the conduct of my business.

b.I acknowledge and agree that I have no right, interest or contractual relationship with any Independent Promoter whom I sponsor or who is in my downline organization (“Downline”).

14.

Indemnification/Offset.I will indemnify and hold harmless Pruvit, its subsidiaries, and its managers, officers, employees, agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys’ fees) incident to my: (a) activities as a Promoter including, without limitation, any unauthorized representations made by me; (b) any negligent, reckless or intentionally wrongful act of myself or anyone acting on my behalf including with respect to claims by third parties related to infringement of third party intellectual property rights; (c) a determination by a court or agency that the I am not an independent contractor, (d) breach by me or anyone acting on my behalf of any of the terms of this Agreement; or (e) failure to comply with applicable laws, rules or regulations. Pruvit shall have the right to offset any amounts owed by me to Pruvit against the amount of any commissions or bonuses owed to me to the fullest extent permitted by applicable law.

15.

Limitation of Damages.TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRUVIT AND ITS AFFILIATES, OFFICERS MANAGERS, OWNERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND I HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM OF ANY SPECIAL INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF THIS AGREEMENT OR OTHER MATTERS BETWEEN MYSELF AND PRUVIT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE), EVEN IF PRUVIT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IT IS AGREED THAT ANY DAMAGE TO ME SHALL NOT EXCEED, AND IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD PRUVIT PRODUCTS OWNED OR HELD BY ME AND ANY FULLY EARNED COMMISSIONS, BONUSES OR OVERRIDES.

16.

Injunctive Relief.Either Pruvit or I may apply to a court of competent jurisdiction for temporary, preliminary or
permanent injunctive relief if relief available in arbitration is likely to be ineffectual.

17.

Amendment.. I understand that Pruvit may amend this Agreement, including but not limited to these Terms and Conditions and the Business Plan Overview, at any time as Pruvit deems appropriate. Amendments shall be effective thirty (30) days after notice of an amendment is posted or communicated to Promoters through official Company publications, including websites or email, but amended policies shall not apply retroactively to conduct prior to the effective date of the amendment. All amendments are binding on all Promoters and my continuation as a Promoter following the effective date of any amendment constitutes my acceptance and agreement to be bound by the amendment.

18.

Entire Agreement.This Agreement in its current form and as may be amended supersedes all prior communications, understandings and agreements between me and Pruvit and constitutes the entire agreement between myself and Pruvit. I have carefully read and agree to comply with these Terms and Conditions as well as the Business Plan Overview, which has been provided to me prior to my submission of this application. I understand that I must be in good standing to be eligible for commissions or any other compensation from Pruvit. In the event of a conflict between these Terms and Conditions and the Business Plan Overview, these Terms and Conditions shall control.

19.

Governing Law/Venue.This Agreement is governed by the laws of the State of Texas without regard to any state’s conflicts of laws rules that may result in the application of the laws of any other jurisdiction. The parties agree that exclusive venue for any controversy or claim arising from the Agreement or between Pruvit and Promoter shall be in Collin County, Texas and the parties consent to the exercise of jurisdiction over the parties by state or federal courts in Collin County, Texas.

20.

Notices. Unless otherwise provided in this Agreement, any notice or other communication required to be given under this Agreement shall be in writing and shall be deemed effective (i) if delivered personally or by commercial messenger or courier, (ii) when sent by confirmed facsimile or electronic mail, or (iii) if mailed by U.S. registered, certified or express mail, to Pruvit Ventures, Inc., 901 Sam Rayburn Highway, Melissa, Texas 75454 or to me at the address I provided to Pruvit at the time of my agreement to these Terms and Conditions, unless written notice of an address change has been received by Pruvit. If sent by mail, delivery of a notice shall be deemed effective three (3) days after the date of mailing.

I acknowledge that I have read, understand, and agree to the above Terms and Conditions. I certify that all of the information provided by me in connection with my application to become a Pruvit Independent Promoter is true and accurate.

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