TERMS & DISTRIBUTION AGREEMENT

This Agreement is made and effective on the date of submission by and between the signer “Wholesale Distributor” and 180 Degree Solutions, LLC, a Nevada Corporation, with a principal place of business at 2215 Renaissance Drive, Suite B Las Vegas, NV 89119, hereinafter called the “180 Solutions”.

1. I understand that as a Wholesale Distributor for 180 Solutions:

1.    I have the right to offer for sale 180 Solutions products in accordance with this Agreement.

2.    I agree to retail the products at a minimum of the established retail price established by 180 Acceptance of this agreement acknowledges that any future price changes are accepted by the Wholesale Distributor. Without limiting the generality of the foregoing, this provision shall also apply to online sales.

2. I agree to present 180 Solutions products and services as set forth in official 180 Solutions

3. I agree that as a Wholesale Distributor I am an independent contractor, and not an employee, partner, legal representative, or franchisee of 180 Solutions

4. Requirements

The following items must be submitted to 180 Solutions before Wholesale Distributor will be approved for Wholesale Pricing.

1.    Acceptance of this Agreement

2.    Proof of Qualified Status (A copy of your practitioner’s and/or professional state license, professional degree certificate, or diploma. A health care professional is defined as including those licensed, certified, or credentialed in the disciplines of Acupuncture, Chiropractic, Dentistry, Dietetics, Herbalist, Holistic, Massage Therapy, Medicine, Midwifery, Naturopathy, Nutrition, Physical Therapist, Personal Trainer, Pharmacists, and including Nutritional Consultation, Oriental Medicine, Psychiatry, students matriculated at a recognized educational facility during the period of their being trained in any of these disciplines, and any such other health-related disciplines as may be or may become )
Proof of Qualified Status may be attached below, faxed to (888) 600-6541, or emailed to cytodetox@gmail.com if not already received.

5. Online Sales

Products, including but not limited to CytoDetox (original formula) may be offered for sale or sold on the Internet. 180 Solutions’ products, images, and pricing may be displayed in any manner on any Internet advertising or websites, including but not limited to, social media, banner advertisements, pop up advertisements, retargeting campaigns and sponsored searches. CytoDetox+ with EDTA may not be offered for sale or sold on the internet.

6. Pricing

As part of this agreement, the Wholesale Distributor agrees to retail the products at a minimum of the established retail price established by 180 Solutions. Promotional discounts may be offered by Wholesale Distributor to “face-to-face” retail clients. Wholesale Distributor acknowledges and agrees that on-line sales of CytoDetox (original formula) shall not be sold below the minimum retail price established by 180 Solutions.

7. Liability

180 Solutions, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release 180 Solutions and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release 180 Solutions and its affiliates from all liability arising from or relating to: (a) any Wholesale Distributor’s breach of this Agreement; (b) the promotion or operation of a 180 Degree Solutions business by a Wholesale Distributor and any activities related to it, including but not limited to, the presentation of 180 Solutions products or services, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify 180 Solutions for any liability, damages, fines, penalties, or other; (c) any incorrect data or information provided by a Wholesale Distributor to 180 Solutions; (d) a Wholesale Distributor’s failure to provide any information or data necessary for 180 Solutions to operate its business; or (e) awards arising from any unauthorized conduct that I undertake in operating my business; (f) 180 Solutions provides supplements that have not undergone testing for animal use or consumption. Therefore, we cannot furnish information or dosing instructions for such purposes. It is imperative to note that any administration of 180 Solutions products to animals within your veterinarian practice will entail full liability and responsibility on your part.

8. Amendments

The Agreement, in its current form and as amended by 180 Solutions at its discretion, constitutes the entire agreement between 180 Solutions and Wholesale Distributor. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.

If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect.

9. Legal Jurisdiction

The parties consent to jurisdiction and venue before any federal or state court in Allegheny County, State of Pennsylvania, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration.

This Agreement will be governed by and construed in accordance with the laws of the State of Pennsylvania without regard to principles of conflicts of laws. All disputes and claims relating to 180 Solutions, the New Account Agreement, or its products and services, the rights and obligations of a Wholesale Distributor and 180 Solutions, or any other claims or causes of action relating to the performance of either a Wholesale Distributor or 180 Solutions under the Agreement or the 180 Solutions Policies and Procedures shall be settled totally and finally by arbitration in Pennsylvania, or such other location as 180 Solutions prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. All issues related to arbitration shall be governed by the Federal Arbitration Act. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent 180 Solutions from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

The parties consent to jurisdiction and venue before any federal or state court in Allegheny County, State of Pennsylvania, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration.

10. A digital copy of this Agreement shall be treated as an original in all instances.

I agree to the terms and conditions outlined in this New Account Agreement and will abide by the rules and requirements established by 180 Solutions and acknowledge the terms set forth, including possible sanctions.