By signing up for a Wholesale Account with
Stemgevity^TM /Cellavia™, LLC you agree to the following
Terms of Service.

This agreement is by and between Cellavia™, LLC and/or their assigns and all subscribers. Unless the context requires otherwise Cellavia™, LLC and/or their assigns shall be referred to as "us, we, our or Company" and you shall be referred to as "you, your, subscriber or account holder."

You understand that Cellavia™, LLC and/or their assigns do not guarantee or predict any type of profit or response from said services. Account Holder agrees to hold Cellavia™, LLC harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which Cellavia™, LLC and/or their assigns may become subject arising out of or relating in any way to the use of the services provided under this agreement, including, without limitation, in each case attorney's fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.

Income Taxes

Cellavia™, LLC will provide appropriate statements to each U.S. resident and/or Company as required by the Internal Revenue Service. Each Account Holder is responsible for paying local, state, and federal taxes on any income generated as an Independent Contractor. If an Account Holder business is tax exempt, the Federal Tax Identification number must be provided to Cellavia™, LLC.

International Account Holders will be furnished with Statements for their accounting purposes.

Independent Contractor Status

Account Holders are independent contractors and are not “purchasers” of a “franchise” or a “business opportunity”.

The agreement between Cellavia™, LLC and its Account Holder does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Account Holder. Account Holders shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Account Holder are responsible for paying local, state, and federal taxes due from all compensation earned as an Account Holder of the Company. The Account Holder has no authority (expressed or implied), to bind the Company to any obligation.

A. Services to be Provided.

We agree to provide the following:

1. Ads, articles, banners, coupons, pre-written emails.
   
   
2. Fast approval/decline service of your promotional creatives.
   
   
3. Our Associate Newsletter.
   
   
4. Marketing consultation from an Account Representative.
   
   
5. Continuous updated and new marketing materials.
   
   
6. Customer service and support with timely reponses to your questions.
   
   
7. Generous wholesale volume discounts.

B. Termination.

We may terminate your account:

1. If you violate our Terms Of Service Policy.
   
   
2. If you promote Stemgevity™ - Cellavia™, LLC in a manner that is unethical or inappropriate.

C. No Warranties.

WE MAKE NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE Cellavia LLC , ITS SUBCONTRACTORS AND AFFILIATES PROVIDE YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, but not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for your lost profits or for your loss of data or information.

D. TERMS.

You agree:

1. To use our system in a manner that is ethical and in conformity with community standards.
   
   
2. To send your personally created promotional ads, emails, articles and any other creative to Cellavia™, LLC for issue authority before using them.
   
   
3. To respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user).
   
   
4. To respect the legal protection provided by copyright law, trade secret law, or other laws protecting our intellectual and proprietary property.
   
   
5. To accept commercial emails from us.
   
   
6. That you are ABSOLUTELY NOT allowed to put Stemgevity™ - Cellavia™, LLC products "for sale" on any other website than your own Internet Website and will not.
   
   
7. That you MUST advertise for sale Stemgevity™ - Cellavia™, LLC products at the same or higher prices than are listed on the Official Stemgevity™ website.
   
   
8. That you can only advertise the same "specials" as are listed on the Official Stemgevity™ website. It is located at: http://www.stemgevity.com
   
   Note: You may sell for less from your place of business but you cannot advertise that you do on the Internet. Also, you can make your own special offers to the people in your own newsletters with discount coupons etc. BUT, you cannot advertise these special prices on your website. The reason for this is so we do not get into a "price competition" with wholesale account holders. It is not fair to either of us.
   
   
9. Stemgevity™ - Cellavia™, LLC has a strict anti-spam policy. You agree not to engage in any practice that could be construed to be spamming (UCE) with regards to Stemgevity™ - Cellavia™, LLC products. You agree to only send emails to potential customers who have "opted-in" to your lists and if requested you shall provide evidence of such opt-in and its legality.
   
   Important Note: YOUR ACCOUNT WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU USE OUR SYSTEM OR ANY STEMGEVITY™ - CELLAVIA™, LLC NAME AS PART OF ANY BULK EMAIL (UCE) CAMPAIGN. You will be subject to any fines, costs and legal actions that are a result of your bulk email (UCE) promotion.
   
   
10. Not to sell and or advertise any Stemgevity™ - Cellavia™, LLC Product on eBay or any other auction website. (YOUR ACCOUNT WILL BE TERMINATED IMMEDIATELY IF YOU DO THIS)
    
    
11. Not to put Stemgevity™ onto any 3rd party web-store or sales website such as Amazon or any other such site. (YOUR ACCOUNT WILL BE TERMINATED IMMEDIATELY IF YOU DO THIS)
    
    
12. NOT TO make any health claims about the benefits of using Stemgevity™ as a supplement other than what is listed on the Stemgevity™ - Cellavia LLC official website or in Official Stemgevity™ - Cellavia™, LLC literature.

    IMPORTANT NOTE:   Account Holder agrees and acknowledges that he/she understands that Stemgevity™ does nothing at all with regard to treating any illness or health condition. Stemgevity™ as a nutritional supplement simply helps the body increase the amount of and the mobilization and proliferation of a persons own Stem Cells.
    
    

13. NOT to copy images or text from the Official Stemgevity™ - Cellavia™, LLC website but use only those materials supplied to you by Stemgevity™ - Cellavia™, LLC.
    
    
14. Account Holder understands they can and should sell their products directly to their customers in a store/office setting or person to person.
    
    
15. Account Holder agrees that on volume orders there is NO money back guarantee for the Account Holder - only exchange of product if warranted.
    
    
16. Account Holder agrees to and must give the same guarantee to customers as listed on the Stemgevity™ - Cellavia™, LLC Official website. In the case of a Account Holder ’s customer requesting a refund within the Satisfaction Guarantee period, Account Holder agrees to refund the purchase price to customer. When Account Holder returns the Stemgevity™ - Cellavia™, LLC Product in question to Stemgevity™ - Cellavia™, LLC, Stemgevity™ - Cellavia™, LLC will deliver to Account Holder a new replacement product for re-sale.
    
    
17. Both the Account Holder and Stemgevity™ - Cellavia™, LLC have the right to cancel this agreement at anytime without cause. Cancelation must be made in writing and delivered by regular mail, fax or courier. (Email cancelations are not accepted because they can easily be fraudulent)

1. Account Holder agrees NOT to do any press releases about Stemgevity™.
   
   
2. Account Holder agrees to direct any news person, news entity or any other type of reporting or media agency to Stemgevity™ - Cellavia™, LLC for their answers to questions and articles they may want to write. And Account Holder agrees to inform Stemgevity™ - Cellavia™, LLC of any such inquiry with full information.
   Note: This is the only way to keep the information exact and acurate. It is in everyone's best interests to follow this policy.

If we learn of a violation or likely violation of our TERMS OF SERVICE, we will attempt to notify you. If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances.

E. Assignment.

This agreement is personal to you. You may not assign your rights under this agreement without our prior written consent. If you do assign your rights, as would be the case were someone other than you to use your account, you shall remain liable to us for any fees due under this agreement.

F. Change of Terms and Conditions.

We reserve the right to change the terms and conditions of this agreement as needed. Continued account activity by you after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this agreement in accordance with Section D (q).

G. Notification of Account Changes.

You agree to notify us if your address, email address, telephone number or any other necessary contact information changes.

H. Notices.

All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery:

1. if delivered personally to the party to whom notice is to be given
2. if sent by electronic mail with a "cc" to sender
3. if sent by fax
4. or on the third day after mailing by first class mail.

I. General Provisions.

The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions.

If any portion of this agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this agreement shall remain in force.

This agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of our prior agreements, representations, and understandings.

No supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties.

If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this agreement on behalf of that organization.

In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within our state and county before instituting litigation.

Thank you,

Stemgevity™ - Cellavia™, LLC