Opposition To Talk Fusion's Motion To Compel Arbitration.

UNITED STATES DISTRICT COURT MIDDLE
DISTRICT OF FLORIDA
TAMPA DIVISION
Dennis Gray, individually and on behalf of all

Others similarly situated,
Plaintiff,
v.
Case No.: 8:16-cv-2360-T-35JSS
Talk Fusion, Inc., a Florida Corporation,

Robert Reina, a resident of Florida, Talk
Fusion Worldwide, Inc. a Florida
Corporation, and Mane World Promotions,
Inc., an Oregon Corporation.
PLAINTIFF DENNIS GRAYS AMENDED OPPOSITION TO

DEFENDANT TALK FUSION, INC., ROBERT REINA, AND TALK
FUSION WORLWIDE, INC.S MOTION TO COMPEL
ARBITRATION
I.
INTRODUCTION
Visitors to Talk Fusions website are greeted to a video montage of clips that give the
appearance of a successful company, with clips of corporate events, million dollar yachts,
Disneyland vacations, luxury automobiles, and the marketing slogan: Welcome to Talk
Fusion: Where Dreams Meet Technology.
But the question is whose dream is this? Surely not the 60.25% who make nothing,
despite paying between $25 to $75 a month for the right to participate in Talk Fusions
business opportunity and use its products. 1 Declaration of Geoffrey J. Spreter ISO
Opposition to Motion To Compel Arbitration (Spreter Dec), Ex. 1. Like this alleged Talk
Fusion Dream, what exactly are Talk Fusions products? Talk Fusion claims to have awardwinning video email products, but as alleged in Plaintiffs First Amended Complaint
(Complaint), most the big competitors have never heard of Talk Fusion.
When one looks closely at Talk Fusion, the business opportunity that Talk Fusion
offers is not the ability to get in at the ground level of the next Apple, Microsoft, or Facebook,
but the opportunity to participate in a classic textbook pyramid scheme. As alleged in
Plaintiffs Complaint, the products dont matter, it doesnt matter what the rep is selling: I am
talking about making money. Thats why Im up here and youre down there. Youre
worried about whats in the shake, and Im selling the opportunity. Complaint at 82. In
response, scores of people, who have not been able to make the Talk Fusion business
opportunity work have complained to Floridas BBB, and other governmental agencies about
Talk Fusion.
While Talk Fusion has recently changed its business model and policies and
procedures, including its dispute resolution section, which contains the arbitration provision
that is at issue in Defendant Talk Fusion, Inc., Robert Reina, Talk Fusion Worldwide Inc.s
Motion To Compel Arbitration (hereinafter collectively TF) (Motion), most likely in
response to this class action, and recent FTC actions against various other alleged multi-level-
1
Talk Fusion has changed is pricing structure and business model since the filing of this lawsuit. Prior
Associates had to pay between $250 to $1,499 (as well as pay a monthly storage fee that ranges from $35 to
$215 a month) to participate in Talk Fusions business opportunity.
marketing companies Fortune Hi-Tech Marketing, VEMA, and recently Herbalife. TF,
however, cannot escape liability for their prior unfair and unlawful business practices
undertaken in violation of California and Federal Law.
In their Motion, TF make the standard stock arguments concerning arbitration
provisions, and rely on an alleged arbitration provision (hereinafter Agreement) and the
application of Federal and Florida Law to insulate them from liability from their prior unlawful
conduct. Unfortunately, though, for TF, because of the wording of its vague and ambiguous
Dispute Resolution Section contained in the Policies and Procedures (P&Ps) Effective
February 13, 2016 (Ex B to TFs Motion), the procedurally and substantively unconscionable
nature of the terms in the Arbitration Agreement), and a past history of threatening and taking
legal action in Federal and State Court against prior and current TF Associates (Associate),
the Agreement is unenforceable.
Even a perfunctory review of TFs Dispute Resolution Section, which contains the
purported Agreement, which TF attempts to enforce in its Motion, shows that the Agreement
contained therein is clearly unconscionable and unenforceable as a matter of law. First, the
delegation clause is not clear and unmistakable. Second, it is procedurally and substantively
unconscionable, in that Agreement is: 1) a boiler plate provision contained on pages 19 of 26
of one document, which is part of six documents that make up the TF Associate Agreement;
2) has vague and ambiguous terms; 3) lacks mutuality; 4) is illusory; 5) removes and/or limits
substantive remedial claims under Federal and State Law; 6) the provision is prohibitively
expensive and denies the Associates a forum; 7) and is void as a matter of Public Policy.
No court, either one applying either Federal, California or Florida State Law, will
enforce TFs alleged Agreement. This clearly unlawful and unenforceable Agreement, as well
as the other unlawful provisions contained within TFs prior Dispute Resolution Section of
TFs P&Ps has led TF to completely overhaul its Dispute Resolution Section, policies and
procedures, terms and conditions and issue dramatically revised policies and procedures.
Spreter Dec, Ex. 2 These revised policies and procedures, though, were not the ones in effect
when Plaintiff joined Talk Fusion, or for that matter, when this class action was filed. And as
such, this court should deny TFs Motion in its entirety and allow Plaintiff and the proposed
Nationwide and California Sub-Class to prosecute this action to a rightful adjudication on the
merits.
II. THE THRESHOLD ISSUE OF WHETHER THERE IS A VALID
AGREEMENT TO ARBITRATE SHOULD BE DECIDED BY THIS
COURT AND NOT AN ARBITRATOR
A. LEGAL STANDARD
The validity of an arbitration agreement is generally governed by the Federal
Arbitration Act (FAA), 9 U.S.C. 1 et seq. A district court should only grant a motion to
compel arbitration if it is satisfied that the parties actually agreed to arbitrate the dispute. John
B. Goodman Ltd. P'ship v. THF Constr., Inc., 321 F.3d 1094, 1095 (11th Cir. 2003). In
determining the propriety of a motion to compel arbitration under the FAA, courts must
determine the following: (1) whether the parties agreed to arbitrate the dispute; and (2) whether
legal constraints external to the parties agreement foreclosed the arbitration of those claims.
Klay v. Pacificare Health Sys., Inc., 389 F.3d 1191, 1200 (11th Cir. 2004).
Thus, the court must first determine whether a valid agreement to arbitrate exists.
Chastain v. Robinson-Humphrey Co., 957 F.2d 851, 854 (11th Cir. 1992); see also Jenkins v.
First Am. Cash Advance of Ga., LLC, 400 F.3d 868, 881 (11th Cir. 2005) (stating that before
determining whether arbitration should be compelled under the FAA, the district court can
decide whether the parties assented to the contracts containing the arbitration clauses). To
determine whether an arbitration agreement exists, courts must apply state-law principles of
contract law. Hanover Ins. Co. v. Atlantis Drywall & Framing LLC, 611 F. App'x 585, 588
(11th Cir. 2015).
As shown below, TF cannot show that there is a valid agreement to arbitrate Plaintiff
or the Classes Claims. TFs Agreement is unlawful and unenforceable under either Federal,
Florida or California State Law. And thus, TFs Motion should be denied in the entirety.
B. CHOICE OF LAW
This Court should apply Florida law, and not federal law under the FAA, in its analysis
of the Agreement set forth in Defendants Motion 2. The Dispute Resolution section of the
P&Ps, wherein the Agreement is located, specifically includes a choice of law provision that
clearly states: The law of the State of Florida shall govern all other matters relating to
or arising from the Agreement. Motion, Ex. A. Given the provisions scope, the choice of
law provision governs matters relating to or arising from agreement the choice of law provision
governs interpretation of the arbitration provision of the Agreement See, e.g., Cooper v.
Meridian Yachts, Ltd., 575 F.3d 1151, 1162 (11th Cir. 2009) (citing Green Leaf Nursery v. E.I.
DuPont De Nemours & Co., 341 F.3d 1292, 1300-01 (11th Cir. 2003)). This section cited in
Defendants Motion governs the actual administration of the arbitration, and not interpretation
2
While Plaintiff asserts a choice of law analysis is proper under the choice of law provision in the Dispute
Resolution Section of the P&Ps, which would warrant the application of California Law, this opposition relies
on Florida Law, as the result is the same under California Law. Plaintiff expressly reserves the right to argue for
the application of California Law in this matter, and in no way waives this argument.
of the Agreement: The Federal Arbitration Act shall govern all matters relating to
arbitration. (Ex. A). Moreover, AAA rules clearly provide that a drafter of an arbitration
provision can choose state law to apply to a matter (it (it is common for parties to specify the
law that will govern the contract/and or arbitration proceedings). Spreter Dec., Ex.3, AAAs
Drafting Dispute Resolutions p. 25. This is what TF has chosen to do.
Contrary to TFs Motion, this portion of the Arbitration agreement does not designate
leaving the enforceability of the Arbitration agreement to the arbitrator. Rather, it clearly states
that the Agreement is (1) The law of the State of Florida shall govern all other matters
relating to or arising from the Agreement and (2) Jurisdiction and venue of any matter
not subject to arbitration shall reside exclusively in Hillsborough County, State of
Florida. (Id.) This, obviously, does not cut in favor of allowing an arbitrator to decide
arbitrability because it states any matters relating to or arising from the Agreement are
governed by Florida Law in a court located in Hillsborough County, State of Florida.
Plaintiff acknowledges TFs argument that the P&Ps provide that the FAA applies to
all matters relating to arbitration and that Florida law applies otherwise. See Motion, p. 9. But,
this merely has the effect of leaving the Agreement ambiguous on the gateway issue of
arbitrarily and, either under California or Florida law, such ambiguity must be construed
against TF. See, e.g., Securitas Security Services USA, Inc. v. Superior Court, 234 Cal. App.
4th 1109, 1126 (Cal. App. 4th Dist. 2015) (denying motion to compel arbitration and stating
that to the extent the dispute resolution agreement's language is uncertain on the point and
one can glean a different outcome from the language, our conclusion would nevertheless stand
under the principle that a court should construe ambiguous language against the interest of the
party that drafted it.); Arriaga v. Fla. Pac. Farms, L.L.C., 305 F.3d 1228, 1247 (11th Cir. 2002)
(holding that under Florida law an ambiguous term is to be construed against the drafter). TFs
Motion should be denied accordingly.
C. THE DELEGATION CLAUSE IS NOT CLEAR AND UNMISTAKEABLE
TFs Motion erroneously claims that any challenge to the enforceability of the
Agreement should be decided by the arbitrator, rather than by this Court. (Motion at p. 9). TFs
argument is legally and factually infirm regardless of whether California or Florida law is
applied. In fact, the plain language in the Dispute Resolution Section, most of which is left
out of TFs Motion, belies TFs position. According to the beginning provisions of the
Dispute Resolution Section which contains the Agreement. Under Section 8.1 - Disciplinary
Sanctions, if TF believes an Associate has undertaken an act that it construes as damaging its
reputation or goodwill, TF, at its sole discretion, may undertake the following corrective
measures: (1) Involuntary termination of the offender's Associate Agreement; (2) Any other
measure expressly allowed within any provision of the Agreement or which TF deems
practicable to implement and appropriate to equitably resolve injuries caused partially or
exclusively by the Associate's policy violation or contractual breach; (3) In situations deemed
appropriate by TF, the Company may institute legal proceedings for monetary and/or equitable
relief: Moreover, Section 8.3, which includes the arbitration provision states:
Nothing in these Policies and Procedures shall prevent TF from applying to and obtaining from
any court having jurisdiction a writ of attachment, a temporary injunction, preliminary
injunction, permanent injunction or other relief available to safeguard and protect TF's
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
As alleged in Plaintiffs Complaint, in paragraphs 136, 138, 139, TF has used the above
sections to file civil actions against prior and current Associates. Spreter Dec, Exs.4,5. This
carve out, which TF incorrectly argues in its Motion is limited to equitable relief, along with
the unilateral rights reserved in Section 8.1, allow TF to institute legal proceeding for monetary
and/or equitable relief. Motion at p. 13. As TF pointed out, in its Reply to its Motion to Dismiss
or/alternative Motion to Transfer there are claims that are too remote to be included within the
scope of the arbitration provision, possibly such as personal injury claims, which would no
doubt be excluded from the arbitration provision. Spreter Dec., Ex. 6
In sum, certain claims are subject to arbitration, while others are not. Moreover, TF
reserves carte blanche authority to terminate the Agreement at any time, and seek legal and/or
equitable remedies in a court of law against Associates at its discretion. Thus, there is no clear
express and unmistakable delegation provision as to who should decide the issue of what
claims are subject to the arbitrator or a court. Given the clear lack of a delegation provision,
the interpretation of the Agreement shall be governed by Florida or California law, and not the
FAA, or an arbitrator.
D. THE THRESHOLD FACTUAL GATEWAY ISSUE OF WHETHER THERE WAS
AN AGREEMENT TO ARBITRATE SHOULD BE DECIDED BY THIS COURT
The law is well settled that whether a valid agreement to arbitrate was ever formed is
an issue for the Court, not for the arbitrators. Seifert v. Seifert 346 S.E.2d 504 (1986) (if the
court shall find that a substantial issue is raised as to the making of the agreement or provision,
it shall summarily hear and determine the issue, and according to the determination, shall grant
or deny the application.); Granite Rock Co. v. Intl. Brotherhood of Teamsters, 561 U.S. 287,
297-300 (2010)(courts should order arbitration of a dispute only where the court is satisfied
that that neither the formation or the parties arbitration agreement nor (absent a valid provision
specifically committing such disputes to an arbitrator) its enforceability or applicability to the
dispute is in issue. Where a party contests either or both matters, the court must resolve
the disagreement), citing First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 943
(1995)(emphasis added).
The Court only recently addressed this issue in the case of CT Miami LLC v. Samsung
Elec. Miami Inc., No. 3D15-641, 2015 WL 5247160 (Fla. 3d DCA Sept. 9, 2015), which
carefully sets forth the applicable analysis for the instant case. In the CT Miami case, the court
first noted that the same rules of law apply under either the Federal or Florida arbitration acts,
the language of which are virtually identical. Id. at p. 4 n. 3.
Most important for present purposes, in CT Miami, the Court expressly reversed the
circuit courts finding in that case that under AAA rules the arbitrator has the jurisdiction to
make the determination on whether a valid arbitration clause exists. Id. at p. 3. In very clear
terms, the Court underlined the undeniable logic behind this rule of law: Arbitrators have
no inherent authority over a dispute or the parties to that dispute; the only authority vested in
the arbitrator is that contractually designated in the parties agreement. Thus, in the
absence of an agreement to allow the arbitrator to decide the dispute, the arbitrator has no
authority to determine anything. Id. at p. 6.
The Court also noted its agreement with all state and federal courts that challenges to
the validity of the agreement to arbitrate (such as are at issue in this case) must be
decided by the trial court, quoting Buckeye Check Cashing Inc. v. Cardegna, 546 U.S. 440,
445-46 (2006). CT Miami, supra, a p. 5. It is this aspect of this Courts analysis in CT Miami
that is dispositive of this case, and thus the Court should look to this decision for guidance.
As a threshold matter, whether the Court applies Federal, Florida or California law, in
order for any alleged contractual agreement to be enforceable, there must be a meeting of the
minds. Spring Lake NC, LLC v. Holloway 110 So.3d 916 (2013). In its Motion, TF assumes,
without addressing the arguments made in Plaintiffs Complaint that there is a valid agreement
to arbitrate. See Complaint 132-152. However, TF fails to prove the existence of a valid and
enforceable Agreement relating to an arbitration provision, or for that matter the basic element
of a meeting of the minds for such an agreement. TF merely states that Plaintiff joined
through TFs website by clicking on a box representing that he, read, understood, and agreed,
to be bound by the associate agreement. Motion at p. 3. However, just because Plaintiff clicked
a box, does not mean that there is a contract formed or a meeting of the minds.
In the instant case, the evidence is not ambiguous as to there being a meeting of the
minds, with respect to an Agreement; there is none. Declaration of Dennis Gray (Gray Dec)
5. As alleged in Plaintiffs Complaint, and shown below, the forum selection/arbitration
clause on pp. 19 and 20 of the P&Ps, which is one of six documents that makes up the
Associate Agreement, which contains numerous inconsistent and ambiguous terms that affect
the Agreement, is what makes the Agreement unenforceable as a matter of law. Compl. at
131-152. Consequently, the governing principles are clear; where any substantial issues are
raised as to the formation or validity of an agreement to arbitrate, the trial court must resolve
that issue following an evidentiary hearing.
II.
THE CONTRACT IS UNCONSIONABLE AND UNENFORCEABLE AS A

MATTER OF LAW.
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Under Florida law, in order to invalidate an arbitration clause, the court must find
that it is both procedurally and substantively unconscionable. Curbelo v. Autonation Benefits
Co., No. 14-CIV-62736, 2015 U.S. Dist. LEXIS 18788, 2015 WL 667655, at *3 (S.D. Fla.
Feb. 17, 2015); Golden v. Mobil Oil Corp., 882 F.2d 490, 493 (11th Cir. 1989); Murphy v.
Courtesy Ford LLC, 944 So. 2d 1131, 1134 (Fla. 3d DCA 2006).
A. PROCEDURAL UNCONSCIONABILITY
Procedural unconscionability relates to the manner in which the contract was entered
and it involves consideration of such issues as the relative bargaining power of the parties and
their ability to know and understand the disputed contract terms. Voicestream Wireless Corp.
v. U.S. Comm'ns., Inc., 912 So.2d 34, 39 (Fla. 4th DCA 2005). Where, as here, the arbitration
agreement is substantively unconscionable to such a great degree, courts generally require only
a modest demonstration of procedural unconscionability. See Basulto v. Hialeah Automotive,
141 So.3d. at pp. 11-12 (Fla. 2014) (procedural and substantive aspects of unconscionability
must be present, although not necessarily to the same degree, and both should be evaluated
interdependently rather than as independent elements); see also Romano ex rel. Romano, 861
So.2d 59, 62 (Fla. 4th DC 2003) (Because the arbitration contract in this case is substantively
unconscionable to a great degree, and we conclude that there is some irregularity No Opt Out
Provision the contract formation amounting to procedural unconscionability of some degree,
the contract is unenforceable).
Procedural unconscionability relates to the manner in which the contract was made and
involves issues such as the parties' relative bargaining power and their ability to know and
understand disputed contract terms. Bland v. Health Care & Ret. Corp. of Am., 927 So. 2d 252,
11
256 (Fla. 2nd DCA 2006). A court can also find a contract unconscionable if important terms
are hidden in fine print or if the contract reflects an absence of meaningful choice. See
Powertel, Inc. v. Bexley, 743 So.2d 570, 574 (Fla. 1st DCA 1999) (agreement unconscionable
and unenforceable in part because arbitration clause was hidden in a maze of fine print).
The Agreement contained within TFs P&Ps is one of a contract of adhesion. The
Agreement appears on pages 19 and 20 of the P&Ps. These P&Ps are one of six documents
presented as part of the Associate Agreement, via hyperlinks, during the Associate sign up
application process. Complaint Exs. 27-30.
As Plaintiff states in his declaration, Plaintiff did not even know that he was agreeing
to an arbitration provision, or a jury waiver when he signed up. Gray Dec. 5. Moreover, even
after being shown the P&Ps attached to TFs Motion Plaintiff doesnt even know which law
applies: Moreover, from reading section 8.4, I cannot tell what law would apply in arbitration,
would it be Federal, California State, or Florida State Law? Again, I am very confused after
reading these sections, as I find them to be unclear and poorly written. Gray Dec at 26. TFs
revised P&Ps, which were revised after this lawsuit, clearly identify the arbitration provision,
which claims are subject to arbitration, and which law applies. Gray Dec at 28.
Lumping a mandatory arbitration agreement in a 23-page document, that is part of 6
other documents that makes up an Associate Agreement (which contains contradictory terms),
and is difficult to understand is unconscionable. TFs Associate Agreement is precisely the
type of maze of fine print procedural unconscionability that Florida courts look to when
invalidating arbitration agreements. Thus, the TFs Agreement, buried within the Associate
Agreement in this manner is procedurally unconscionable.
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B. Substantive Unconscionability
A contract is substantively unconscionable if its terms are so outrageously unfair as
to shock the judicial conscience. Woebse v. Health and Retirement Corporation of America
977 So.2d 630 (2008). In determining whether an arbitration clause is substantively
unconscionable, courts have considered the cost of arbitration and whether the clause requires
one party to give up or waive any significant legal remedies. Sims v. Clarendon Nat. Ins. Co.,
336 F. Supp. 2d 1311, 1321 (S.D. Fla. 2004). As shown below, the terms of the arbitration
provision are clearly substantively unconscionable.
1. THE TERMS ARE VAGUE AND AMBIGUOUS
The scope of the arbitration provision is unclear as to what claims are subject to
arbitration. The provision states that any controversy or claim arising out of or relating to the
agreement is subject to arbitration. However, the provision is limited merely to claims or
controversies relating to or arising from the agreement. Claims and Controversy are not
defined, nor are examples of such Claims or Controversies provided in the provision. Instead
of a very broad provision that uses the language whatsoever, TF limits the claims to those
relating or arising from the agreement. It is also not clear from the face of the provision as
to whether it is limited to the rights and duties under the agreement, or if it is broad enough to
cover the validity of the provision itself.
Moreover, as shown, above, it is not clear which law applies to interpretation of the
Agreement, or for that matter where the interpretation should take place, in an Arbitration, or
State of Federal Court. Also, as shown below in the illusory section, the Agreement is vague
as to when and how TF can amend the Agreement.
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2. THE AGREEMENT LACKS MUTUALITY

In its Motion, TF cites Ben-Yishay v. Mastercraft Dev., LLC 553 F.Supp. 2d 1360 (S.D.
Fla. 2008) for the proposition that one partys consideration exchanged for one partys
promise to arbitrate must be the other partys promise to arbitrate at least some of the specified
terms. As shown above, and below, under the terms of the Agreement, TF has absolutely no
obligation to arbitrate any claim, and is not at all limited to a carve out for equitable relief.
(Motion at p. 13). In fact, the Associate Agreement, which effects the Agreement, provides TF
with the following rights while limiting the Associates rights:
Any other measure expressly allowed within any provision of the Agreement or which
TF deems practicable to implement and appropriate to equitably resolve injuries caused
partially or exclusively by the Associates policy violation or contractual breach; In
situations deemed appropriate by TF, the Company may institute legal proceedings for
monetary and/or equitable relief. (8.1)
If an Associate wishes to bring an action against TF for any act or omission relating to
or arising from the Agreement, such action must be brought within one year from the
date of the alleged conduct giving rise to the cause of action. Failure to bring such
action within such time shall bar all claims against TF for such act or omission.
Associate waives all claims that any other statutes of limitations applies. (TOC,
Complaint, Ex 30)
Nothing in these Policies and Procedures shall prevent TF from applying to and
obtaining from any court having jurisdiction a writ of attachment, a temporary
injunction, preliminary injunction, permanent injunction or other relief available to
safeguard and protect TFs 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. (8.3)
Associates waive all rights to trial by jury or to any court. (8.3)
All arbitration proceedings shall be held in Hillsborough County, State of Florida.(8.3)
Jurisdiction and venue of any matter not subject to arbitration shall reside
exclusively in Hillsborough County, State of Florida.(8.4)
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The law of the State of Florida shall govern all other matters relating to or
arising from the Agreement. (8.4)
Because of the above limitations placed on Associates, and rights reserved to TF, the
Agreement lacks mutuality.

3. THE AGREEMENT IS ILLUSORY
In its Motion, TF makes much about the alleged fact that it has never changed the
P&Ps during Plaintiffs association with TF. Motion at p.11. Further, TF states it must post
notice of changes to its policies and procedures on its website or provide it using certain
specified means to the Associates Id.. However, from the face of Associate Agreement (See
Motion, Ex. B). TF requires that an Associate agree when he or she signs up to allow TF to
amend the policies and procedures, and the marketing and compensation plan at its sole
discretion at any time. Ex. B, Section 3; Compl, Ex. 27.
Moreover, under Provision 8.1 of its P&Ps, TF expressly reserves the right, in:
situations deemed appropriate by TFthe Company may institute legal proceedings for
monetary and or equitable relief. This allows TF to implement legal proceedings for
monetary or equitable relief, in any court having jurisdiction over the matter, and in any venue
of TFs choosing, even without notice to the Associate. Compl 144 This not the type of
scenario envisioned by the Courts in the Amazon line of cases cited in TFs Motion.
Federal Courts have found these types of provisions illusory prior and have struck
arbitration provisions for such reasons. See Nelson v. Watch House, Intl, L.L.C, No 15010531
(5th Cir. Mar. 2, 2016); Wallace v. Fortune Hi-Tech Marketing, Inc. 2012 WL 4364086 (2012,
E.D KY); Spreter Dec, Ex. 7.
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TFs reservation of a unilateral right to modify the Agreement at its sole discretion at
any time renders the arbitration provision illusory and thereby makes it substantively
unconscionable.
4. THE AGREEMENT REMOVES AND/OR LIMITS SUBSTANTIVE REMEDIAL
CLAIMS BROUGHT UNDER CALIFORNIA AND FEDERAL LAW
Under Floridas choice of law provision, the forum selection/arbitration provision is an
attempt to shield TF from liability under California law, in violation of California Civil Code
1667, by making it too expensive for California citizens to litigate/arbitrate, requiring them to
waive a fundamental right to a jury trial in violation of California public policy, limiting the
statutorily mandated four-year statute of limitations for Plaintiffs UCL and FAL claims, and
replacing it with a one year statute of limitations imposed in TFs Terms and Conditions
(Complaint at 132), precludes the rights of the Associates to seek injunctive relief under the
UCL and FAL, precludes the right to attorneys fees recoverable under RICO, and limiting the
right to recover punitive damages under RICO, or for that matter RICO claims, and subjects
them to possible attorneys fees should they lose their action under the Floridas Unfair Trade
Practices Act, in the event that the court applies Florida Law after a choice of law analysis.
As it stands Florida law is currently unsettled on whether the FDUTPA applies to nonFlorida residents. see also Millennium Commc'n & Fulfillment, Inc. v. Office of Attorney Gen.,
Dept. of Legal Affairs, State of Fla., 761 So.2d 1256 (Fla.Dist.Ct.App.2000) (holding that
FDUTPA applies to transactions in Florida even when the parties are not Florida residents); but
compare Barnext Offshore, LTD. v. Ferretti Group USA, Inc., 2012 WL 1570057, p. 56
(S.D.Fla. May 2, 2012) (applying FDUTPA to a Florida transaction in which certain
16
documents were signed in the Bahamas).

In their Motion, TF states that Plaintiff joined TF outside of Florida. Motion at p. 7.
Should the court compel arbitration, it is likely that TF will argue that California law does not
apply, and that Florida law applies, and thus Plaintiff, because he is a non-resident, is precluded
from seeking redress under the FDUTPA. In which case, Plaintiff will have no claims, as
Florida law does not apply to RICO. Plaintiffs California claims may also be gone, as Floridas
FDUTPA may not applicable to him. In sum, Plaintiff will be stripped of all his claims.
5. THE ARBITRATION AGREEMENT IS PROHITIVITLY EXPENSIVE
In Green Tree Financial Corp.-Alabama v. Randolph, 531 U.S. 79, 121 S. Ct. 513, 148
L. Ed. 2d 373 (2000), the Court rejected a prior Eleventh Circuit holding that an arbitration
agreement that is silent as to fees and costs is unenforceable because the plaintiff might be
required to bear substantial costs of the arbitration. See Randolph v. Green Tree Fin. Corp.Alabama, 178 F.3d 1149, 1158 (11th Cir. 1999) (emphasis added). The Court concluded that
an arbitration agreement's silence with respect to such matters does not render the agreement
unenforceable. Id. (Emphasis added).
However, this is not the Green Tree case because unlike in Green Tree, the TF
Agreement is not silent as to costs. Rather, the TF Agreement states the parties will bear their
own costs and legal fees. As stated in the Spreter and Gray Declarations, Plaintiff will have to
pay an initial fee of $7,000 and a final fee of $7,000 (which is refundable, if the matter is not
tried.) to arbitrate the current action, or possibly more, rent office space to arbitrate the matter,
incur airfare and hotel costs, and pay arbitrator fees. A AAA associated arbitrator in the Florida
17
area routinely charges between $250 and $500 an hour for his or her time, but on average they
charge $300. Spreter Dec. 9-10.
Because of the prohibitively expensive administrative fees of Commercial Arbitration
at AAA, numerous TF Associates and consumers are denied a forum for their grievances. And
as such, these Associates and consumers have taken to filing claims with Floridas Better
Business Bureau, which often does not provide the Associate or customer with a resolution to
the matter. Complaint, Ex. 26. In total, over 33 claims have been filed with Floridas Better
Business Bureau, relating to TFs business practices. Id. In particular, many consumers are
having an issue with TFs 3-day-refund policy. Id.; Spreter Dec, Ex. 5.
Here, there is no question that Plaintiff and the purported Class would effectively be
deprived of their day in court. First, no reasonable consumer, including Plaintiff, would ever
be willing to devote the time, expense, and travel necessary to litigate these types of disputes
thousands of miles away and incur these expenses to litigate on an individual basis. See Compl.
135; Gray Dec. 14-18. More importantly is the fact that no reasonable non-Florida resident
consumer or prior-Associate would ever litigate this case in Florida, because the claims
asserted in Plaintiffs Complaint, should this court apply Florida law, under the FDUTPA,
entitle the prevailing party to attorneys fees in the event the Plaintiff loses. And as shown
above, Florida law may not even apply to the non-resident Plaintiffs claims.
6. The Arbitration Provision IS Void For Violating Public Policy
Under California law, a jury trial is a matter of right, and is void as a matter of public
policy. See Grafton Partners L.P. v. The Superior Court of Alameda County, 36 Cal.4th 944
18
(2005). In TFs arbitration/forum selection provision, Associates are not given meaningful
notice of the jury waiver provision. Declaration of Robert Reina at Ex. B, Section 8.1.
California is the state where Plaintiff and all many thousands of members of the
proposed California sub-class currently reside. Compl. 164-165. California also has an
interest of providing an adequate forum for its residents who are injured here, under the UCL,
and FAL, and ensuring that they receive the benefit of Californias 4-year statute of limitations
provided by theses remedial business tort statutes. In addition, California also has an interest
in enforcing its law against foreign corporations not licensed to do business in California like
TF.
As shown above, the Agreement is also unenforceable because it would prevent
Plaintiff and the putative class members from effectively and/or vindicating their statutory
rights under RICO, UCL, FAL or any other their other claims. Simply put, the high procedural
and substantive unconscionability of the Agreement, coupled with the excessive costs of
arbitration, shown in the Gray and Spreter Decs, renders the entire Agreement
unenforceableincluding the class waiver. See, e.g., Nesbitt v. FCNH, Inc., 74 F. Supp. 3d
1366, 1373, (D. Colo. 2014) (denying defense motion to compel arbitration and strike FLSA
collective action allegations due, in part, to cost issue); Meyer v. Kalanick, 15Civ9796, S.D
New York, May 7, 2016.
Under the terms of the P&Ps attached to TFs Motion as Exhibit B, TF may have
access to any and all courts in the United States, including California Federal and State, to seek
any remedy, either at law or in equity, before a jury or a judge its choosing. However,
Associates and customers of TF are precluded from receiving the same right. In sum, the effect
19
of the Agreement is to strip statutory rights from non-Florida residents, such as Plaintiff, whose
rights are protected under California law, while expressly reserving all rights and remedies
under any Federal and State law for itself. No court will countenance such a provision and
attempt to violate public policy.
V. CONCLUSION
This is an action brought by Plaintiff who resides in California, to address both
California Law, specifically unfair business practices (B&P 17200) and false advertising
statutes (B&P 17500), and violation of RICO under Federal law. As shown above, the
Agreement is both procedurally and substantively unconscionable as a matter of law and
unenforceable. As such, Plaintiff respectfully request that this Court deny TFs motion to
compel arbitration and stay this action in their entirety. Should the Court request additional
briefing or require an evidentiary hearing on the merits of either parties claims and/or defenses,
Plaintiff respectfully request such a hearing, including oral argument, at the Courts
convenience.
Dated: September 29, 2016
/s/ Geoffrey J. Spreter

Geoff J. Spreter (SBN 257707)
SPRETER LAW FIRM, APC
601 3rd Street
Coronado, CA 92118
geoff@spreterlaw.com
20
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 29 of September 2016, I electronically filed the

foregoing with the Clerk of the Court using CM/ECF system which will send a notice of
electronic filings via the Courts ECF system to the following: Mahlon H. Barlow, Esquire,
mbarlow@sbwlegal.com, and Edward J. Kuchinski, Esquire, ekuchinski@sbwlegal.com,
of SIVYER BARLOW & WATSON, P.A., 401 E. Jackson Street, Suite 2225, Tampa, Florida
33602. Lawrenc B. Steinberg, and Cheryl M. Lott, Esq. Buchalter Nemer, 1000 Wilshire Blvd.,
Suite 1500, Los Angeles, CA 90017-1730, lsteinberg@buchalter.com, clott@buchalter.com,
and J. Andrew Meyer, Esq., Finn Law Group, P.A., 7431 114th Avenue, Suite 104, Largo, FL
33773, ameyer@finnlawgroup.com and Paige A. Greenlee, Greenlee Law, PLLC, 1304 S.
DeSoto Avenue, Suite 203, Tampa, FL 33606, paige@greenleelawtampa.com.
/s/ Geoffrey J. Spreter

Geoff J. Spreter (SBN 257707)
601 3rd Street
Coronado, CA 92118
21
UNITED STATES DISTRICT

COURT MIDDLE DISTRICT
OF FLORIDA TAMPA
DIVISION

Plaintiff,
v.

PLAINTIFF DENNIS GRAYS AMENDED DECLARATION IN SUPPORT OF

PLAINTIFFS OPPOSITION TO TALK FUSION, INC., TALK FUSION
INERNATIONAL, INC., ROBERT REINAS, AND MANE WORLD PROMOTIONS,
INC.s MOTIONS TO COMPEL ARBITRATION
1.
I am a named Plaintiff in the above-referenced matter. I make this declaration in
support of Plaintiffs Opposition to Defendants Motion to Compel Arbitration.

2.
I have personal knowledge of the facts herein, and if called to do so, could and
would competently testify thereto.
3.
I have been a resident of the State of California since at least 1972.
4.
I joined Talk Fusion while visiting with some friends in Las Vegas, Nevada.
5.
I gave my information to my friend, Minh Ho, and he signed me up during the
visit. Mr. Ho never presented me with a copy of Talk Fusions Policies and Procedures. He did
not mention a forum selection clause nor arbitration provision during our conversation, nor did
he mention the term venue. Nor was I informed that I would be waiving my right to a jury trial
when we checked the box on the Talk Fusions website. Having no knowledge of either provision,
I have not agreed to arbitration of my case, nor to have my case heard in a Florida Court, nor have
I knowingly and voluntarily waived my right to trial by jury under California law.
6.
Neither Talk Fusion nor Mr. Ho offered to negotiate the terms and conditions of
my relationship with Talk Fusion, nor did anyone from Talk Fusion notify me that I had such an
option.
7.
I attended several Talk Fusion online training seminars from my house in
Oceanside, California. I recalling viewing several Talk Fusion promotional videos that featured
Robert Reina, the CEO of Talk Fusion, from my home in California. These videos were
distributed via the internet. I never travelled to the State of Florida while I did business with Talk
Fusion.
8.
The Associates I recruited for Talk Fusion were mostly from California, and I
contacted them while residing in California.

9.
I found the Talk Fusion software to be inefficient and not effective as a business
tool. It was not user-friendly to use. To send a video email using Talk Fusions software, a user
has to have the intended recipient first contact Talk Fusion and opt-in to the service. A user of
Talk Fusion cannot simply send a video email to all the individuals listed in their email contact
list. I did not like this at all.
10.
I am aware of several other individuals in California who have had problems with
Talk Fusions email software and complained about the quality of the service.
11.
I have read Section 8 of the Talk Fusions Policies and Procedures Effective
February 21, 2013, which were allegedly in effect when I signed up with Talk Fusion. The
Policies and Procedures were attached to the Declaration of Robert Reina filed in support of a
previous motion. I find Section 8 to be confusing and hard to understand. For example, in section
8.1 of the Dispute Resolution Section it states that Talk Fusion, the Company, may institute
legal proceedings for monetary relief and/or equitable relief. But I have been informed that there
is an arbitration provision in the Policies and Procedures that Talk Fusion is attempt to enforce
against me and the proposed putative classes.
12.
If Talk Fusion enforces this arbitration provision, I most likely will be prevented
from maintaining my action to enforce California and Federal law on behalf of a nationwide and
California-sub class. I do not believe that it is fair that Talk Fusion can reserve for itself the right
to use the courts, and file lawsuit against current and prior Associates, while at the same time deny
me access to a court of law.
13.
Also, I do not believe that it is fair that, in section 8.1 of the Dispute Resolution
Section, Talk Fusion has reserved itself the sole unfettered right to do the following things to me
or any other Associate that it deems to have undertaken an act which Talk Fusion construes as
damaging to Talk Fusions reputation or goodwill:
Imposition of a fine, which may be held from Bonuses or Commissions.
Loss of rights to one or more Bonus or Commission Payments.
Suspension of the individuals Associate Agreement for one or more pay

periods.
Involuntary termination of the alleged offenders Associate Agreement.
Any other measure expressly allowed in any provision of the Agreement or

which Talk Fusion deems practicable to implement and appropriate to equitably
resolve the injuries caused partially or exclusively by the Associates policy or
contractual breach.
In situations deemed appropriate by Talk Fusion, the Company may institute

legal proceedings for momentary and/or equitable relief.
14.
Moreover, I have been informed that Talk Fusion wants to enforce an alleged
arbitration provision against me, and make me fly out to Tampa, Florida and argue my case before
a AAA arbitrator in Hillsborough County, Florida.
15.
I have been informed by my counsel that the American Arbitration Association,
or AAA, does not have a location in Hillsborough County, Florida and AAAs only location for
my type of arbitration is in Miami, Florida, which is over 200 miles. I have also been informed
that it will cost me an initial fee of $7,000 and a final fee of $7,000 (which is refundable, if the
matter is not tried.) to arbitrate the current action, or possibly more. I have also been informed
that a AAA associated arbitrator in the Florida area routinely charges between $250 and $500 an
hour for his or her time, but on average they charge $300.
16.
I have also been informed that since the AAA does not have an office in
Hillsborough County, Florida, that I will have to rent a room in an office or have the arbitration
administered in Defendants counsels office, if they are willing. I have also been informed that
the arbitrator we select will most likely be from the legal community/area where Defendants
counsel practices, and is supposed to be from the legal field that Defendants counsel practices in.
I have also been informed that I would most likely have to retain local counsel familiar with
Florida civil procedure and law to represent me in the matter, and the attorney will most likely
charge hourly, and at rates comparable to what the AAA arbitrators charge.
17.
I have also been informed that if the arbitration provision in Exhibit A to
Defendants motion to compel arbitration is enforced, I will most likely not be able to bring this
current action as a class action. And my attorney, who is handling this matter on a contingency
matter, will most likely not be able to represent me in the Hillsborough County arbitration, if I am
forced to arbitrate on an individual basis, as he would have to incur excessive expenses to litigate
the matter, which he wont have to incur if this matter continued in this court. He has informed
me that arbitration involving multi-level-marketing companies and the types of claims pled in my
complaint can in some instances exceed $100,000.
18.
I simply cannot afford to pay this amount, or the amounts listed above, to have my
case heard in arbitration. I brought this action individually, and on behalf of similarly situated
class of people, to enforce a federal statute and California Law, because I believed, among other
things, Talk Fusions products were difficult to use, Talk Fusion did not provide the support and
training it represented it would, and Talk Fusion is taking advantage of people.
19.
As stated above, I am not the only person in California to experience these
problems. Moreover, I have reviewed Exhibit 26 of my First Amended Complaint, and find it sad
that several members of the State of Florida are experiencing problems with using Talk Fusions
products and not getting relief from Talk Fusion or the Florida Better Business Bureau (BBB). I
have been informed and believe that Talk Fusions CEO, Robert Reina, has been personally
responding to the BBB complaints.
20.
One of the complaints to the Florida BBB is from a non-English speaking Talk
Fusion customer, presumably of Russian decent, who complains that she was rushed through the
sign up process and not allowed to read the cancellation policy and the Talk Fusion Agreement.
She also states that there are several misrepresentations going through international communities
about Talk Fusion, because it is easy to mislead people who have limited English, and limited
business knowledge.
21.
In the BBB complaint, the CEO of Talk Fusion, believed to be Robert Reina,
argues with the BBB complainant about the application of Russian Law to the transaction. The
CEO of Talk Fusion states that Consumer Rights Protection Law, Article 26.1, which the
complainant claims applies to her grievance, only applies to consumers under Russian Law. Talk
Fusion then goes on to state that the Russian Consumer Rights Protection Law cited by the BBB
complainant does not apply to consumers and has an exception that excludes uses for
entrepreneurial activity, and thus Russian Law does not apply to Talk Fusions refund policy.
22.
I have been informed that a New Jersey resident named Eric Einholz filed a
complaint with the BBB in or around August 2014, which was posted on the BBBs website. In
response, Talk Fusions attorneys threatened Mr. Einholz, and demanded that he withdraw his
complaint within 3 days. I have been informed that Talk Fusion filed a civil lawsuit against Mr.
Einholz in a Florida State Court located in Hillsborough County, Florida. In addition, I have been
informed that Talk Fusion obtained a default judgment against Mr. Einholtz when he failed to
answer Talk Fusions civil lawsuit.
23.
I have been forwarded an email from my counsel, Geoff J. Spreter, Esq. that was
sent to him recently by an individual, who states he is a French National, who has been working
in Indonesia for the last 10 years concerning Talk Fusions expansion into Indonesia, and
allegations that Talk Fusion may be a pyramid scheme.
24.
I am an immigrant from Sri Lank who came to the United States in or around
1969. I do not believe that it is fair that Talk Fusion can take advantage of non-English speakers,
respond to BBB complaints and debate complainants, regarding which law applies to Talk
Fusions agreements, file civil lawsuits against BBB complainants in Florida State Courts, obtain
default judgements against a BBB complainant, and state that I am obligated to arbitrate my
claims as well as the proposed Nationwide and California Sub-Classes claims.
25.
From reading sections 8.3 and 8.4 of the Policies and Procedures effective,
February 21, 2013, located in the Dispute Resolution Section, I cannot specifically tell what
gives Talk Fusion the right to compel me to arbitrate my and the proposed Classes claims, while
Talk Fusion is free to litigate its claims in Florida State Courts at will.
26.
Moreover, from reading section 8.4, I cannot tell what law would apply in
arbitration, would it be Federal, California State, or Florida State Law? Again, I am very confused
after reading these sections, as I find them to be unclear, poorly written, and contain contradictory
terms.
27.
I have also reviewed Section B to Defendants Motion to Compel Arbitration and
do not see anything about arbitration or a waiver of jury trial on Talk Fusions Associate
Agreement sign-up page. Nor do I see a definition of the term Talk Fusion Independent Associate
Agreement, which I have been alleged to have agreed to.
28.
I have reviewed Section 40 entitled Dispute Resolution: of the newest version of
Talk Fusions Policies and Procedures Effective May 16, 2016. I find them to be much clearer
and easier to read than the Policies and Procedures that were allegedly in effect when I was an
Associate with Talk Fusion, which were attached to Exhibit A of Defendants Motion To Compel
Arbitration. For example, under the Confidential Arbitration section, the phrase: the Parties
waiver rights to trial by jury or any court, appears in bold and is underlined.
29.
I have been informed that the new Policies and Procedures were posted on Talk
Fusions website after my lawsuit was brought to enforce California State and Federal Law.
30.
I dont think it would be fair compel me to arbitrate my claims while Talk Fusion
has had full and unfettered access to the Courts. As such, I respectfully request that the Court
allow me to proceed in this Court.
31.
I declare under penalty of perjury under the laws of the United States that the
foregoing is true and correct. Executed this 27th day of September 27, 2016, at Oceanside,
California.
______________________________________
Dennis Gray
Exhibit 1
Ex. 26
Exhibit 26: Page 1
Complaint
Joined Talk Fusion, purchased the $250.00 package and paid $35.00 monthly fee. Had an issue, got
no support, no refund, no product.
Purchased as a distributor for $30.00 on May 30, 2013. Then in July 3 purchased a package. I noticed
my header disappeared and I contacted my website support. After their evaluation they informed me
it was the Talk Fusion E-Subscription form HTML which was interfering with the displaying of the
header. It took until July 16th to discovered the E-Subscription form interfered with the header on my
website. Only July 16th I contacted Talk Fusion for support and was told that their code was correct
and that was that. It was not their problem. Then I asked for a refund because of the lack of support
and was told no refund after 3 days.
I had taken the time to add Talk Fusion's E-Subscription form to all the pages on my website, so I
decided to just remove my header.
Today, I removed Talk Fusion E-Subscription form, yes, because I do not have the $35.00 to pay
monthly after all. I have been informed that without paying the $35.00 monthly fee I can not receive
any commissions.
When I joined for $30.00 as a distributor I was able to sell the product and earn commissions.
Now that I purchased a $250.00 package (which I now longer have access to). I cannot even earn any
income. I have written content for the product into my website pages.
My complaint is I paid a total of $315.00 ($30.00 distributor fee, $250 Executive Package, $35.00
monthly fee) Plus invested time for marketing the product. Now I have nothing to show for this, plus I
can not even earn commissions as a distributor.
I would really just like a total refund. I have not used the products, I have nothing for the money I
spent. Is this really legally okay to spend money on a product, but have no product at all?
Desired Settlement
I would like a full refund of $315.00
Business Response
Please note that on this date, we received a "Complaint Activity Report" pursuant to the purchase(s)
made by ********* ********
Amount: $30 -Associate Fee Payment
Transaction Date: May 30, 2013
Amount: $285 - Executive Product Purchase
Transaction Date: July 1. 2013
Please note that it is the official position of Talk Fusion that these purchases are 100% valid for the
following reasons:
Ms. ******** joined Talk Fusion as an associate on May 30, 2013 online from the Talk Fusion
website, www.talkfusion.com Exhibit #1 is the Talk Fusion Agreement.
Ms. ******** purchased the product on July 1, 2013, which was immediately provided to her.
At NO TIME did Ms. ******** contact Talk Fusion in an attempt to resolve any concerns in reference
to the product.
At NO TIME did Ms. ******** request to close this account within the allotted 3-day time frame. In
fact, the first written correspondence we have from Ms. ******** is dated July 16, 2013. This
correspondence is a cancellation request. This request is clearly outside the refund eligibility
timeframe. Pursuant to this request, Ms. ********' monthly access fee was cancelled. At that time,
product access was no longer available, per the cancellation terms of the Agreement.
Exhibit 26: Page 2
Ms. ******** contradicts herself within the content of her complaint. First she states she did use the
Talk Fusion product and later goes on to state that she would like a refund because she did NOT use
the product. We will provide evidence supporting the fact that Ms. ******** did in fact, use the Talk
Fusion product she purchased.
Ms. ******** indicates in her complaint that she was informed by her 3rd party website support that
the Talk Fusion E-Subscription form HTML was interfering with the displaying of the header of her 3rd
party website. When a person posts an E-Subscription Form on a 3rd party website, which is not
controlled by Talk Fusion, we cannot control the code/performance on that site. We are happy to try to
help you but we do not control the code on the 3rd party site; hence we cannot control the outcome
on the 3rd party website.
Ms. ******** claims in her complaint that she is no longer eligible to participate in the Talk Fusion
compensation plan. This is factually baseless. Per the Talk Fusion compensation plan, the guidelines to
be eligible to receive commissions are:
You Personally generate a minimum one-time 100 Personal Sales Volume (PSV) and maintain a
minimum of 20 Personal Sales Volume (PSV) on a monthly basis to maintain an Active status.
Pursuant to the compensation plan, Ms. ******** IS, in fact, eligible to receive commissions if she
meets the above criteria.
Pursuant to the Electronic Commerce Merchant Refund Policy Disclosure, Ms. ******** was provided
with the "Proper Disclosure of the Refund Policy and the Recurring Transaction Policy" during the order
process. These Disclosures are clearly posted on the same page as the "I Agree" Click through process
within the sequence of Web pages accessed by Ms. ******** before the final checkout.
For ease of reference, the Refund Policy on the original purchase is as follows:
If any Independent Associate or Customer is unsatisfied with any product purchase for personal use,
Talk Fusion offers o 100% three (3) day money-back guarantee. Please note that shipping charges
and sales tax are not refundable. Returns in excess of the purchase price of$250 will be deemed
inventory returns and will he handled in accordance to section 7.2 of the Policies and Procedures titled
- Return of Sales Aid by Associates UPON Cancellation. Returns in excess of the purchase price of
$250 shall also constitute on Associate's voluntary request to cancel. In the Russian Federation, there
are no refunds after product purchase.
**Please note Exhibit #1A is an enlarged version of Exhibit- #1- We enlarged it for easier reading.
The customer agreed to the aforementioned purchase conditions on July 1, 2013. Hence, the refund
eligibility period on the original purchase expired on July 4, 2013.
Exhibit #2 is the enclosed Time and Date Stamped Merchant Receipt.
Exhibit #3 is the information that Ms. ******** supplied to Talk Fusion at the time of registration.
Please note Ms. ******** logged into the account as recently as August 5, 2013 at 3:58 p.m. which
is more than ONE (1) MONTH AFTER the original purchase was made. This clearly PROVES, beyond
any doubt, that Ms. ******** accessed this product. Thus the statement that Ms. ******** did not
use the product is factually baseless.
Exhibit #4 is a copy of the invoice sent to Ms. ******** upon completion of the transaction
electronically via e-mail. All invoices are also stored in Ms. ******** account for future reference.
Exhibit #5 is a variety of screen shots taken for Ms. ********' account outlining the use of the
product.
This clearly proves that the Talk Fusion product works as described and is not defective in any way.
Please note, we have provided the following:
Exhibit 26: Page 3
- A copy of Ms. ********' address book where all of the contact email addresses are stored.
- A copy of Ms. ********' Video Library where all of the videos Ms. ******** successfully saved to
this account are saved.
- A copy of the report of video emails Ms. ******** successfully sent from this Talk Fusion account.
- Copies of video emails Ms. ******** successfully sent from this Talk Fusion account.
- A copy of the E-Subscription form Ms. ******** created from within her Talk Fusion account.
- A copy of the Subscriber report that outlines the contacts Ms. ******** successfully logged from her
E-Subscription form on her own website.
Exhibit #6 is copies of all the email correspondence between Ms. ******** and Talk Fusion as of the
writing of this letter. Please note, at NO TIME did Ms. ******** request assistance with her product.
From her very first email the only request was for a refund, which she has been advised on multiple
occasions, is not due.
In closing, Talk Fusion has proven the purchase is valid. Ms. ******** was provided proper disclosure
and acknowledged the Refund Policy BEFORE the purchase was made.
1. Ms. ******** immediately received the product that was purchased.
2. At NO TIME did Ms. ******** contact Talk Fusion in an attempt to resolve any concerns in
reference to the product.
3. At NO TIME did Ms. ******** request to close this account within the allotted 3-day time frame.
4. Ms. ******** claims in her complaint that she is no longer eligible to participate ln the Talk Fusion
compensation plan. This is factually baseless.
5. Ms. ******** derived benefit of the product and logged into this Talk Fusion account up to and
including August 5, 2013.
If you have any questions, please contact us at (XXX) XXX-XXXX or *******@talkfusion.com
- See more at: http://www.bbb.org/west-florida/business-reviews/video-conferencing-services/talkfusion-in-brandon-fl-90033972/complaints#sthash.JCLQZWzZ.dpuf
Complaint
MISLEADING AND MISREPRESENTING BUSINESS OPORTUNITY SPECIFICALLY IN OTHER LENGUAGES,
NOT ENGLISH SPEAKING PEOPLE,OR INDIVIDUALS WITH LIMITED ENGLISH.
I SIGNED IN TO THE PRODUCT AND BUSINESS OPORTUNITY ON 4/7/13, I WAS RUSHED TO SIGN IN
BY THE REPRESENTATIVE, HE DID NOT LET ME READ A CANCELTION POLICY, HE EVEN WAS FORCING
ME TO BUY MORE EXPENSIVE PACKAGE. HE TOLD I WILL RECEIVE E-MAIL WITH DETILES ABOUT
CANCELATION POLICY. I DID NOT RECEIVE ANY E-MAILS,NOR PRODUCT PACKAGE.
MY ACCOUNT # WAS XXXXXXX. I CANCEL THE SERVICE, MONTHLY FEES, BUT WAS TOLD I AM NOT
ENTITLED FOR $315 REFUND BECAUSE THERE IS 3 DAYS CANCELATION POLICY. HOW COULD I
KNOW THAT, IF THE REPRESANTATIVE DID NOT TELL ME THAT, AND I DID NOT HAVE ANY
INFORMATION ABOUT IT.
THIS MISREPRESENTAION GOES THROUGH INTERNATIONAL COMUNITIES, BECAUSE IT IS EASY TO
MISLEAD PEOPLE WHO HAVE LIMITED ENGLISH, AND LIMITED BUSINESS KNOWLEDGE. I STRONGLY
BELIEVE THERE IS A SCAM GOING WITH THIS COMPANY
Desired Settlement
I AM SEEKING REFUND IN THE AMOUNT $315 AND CANCALATION OF MONTHLY $35 RECURRING
FEES.
Business' Initial Response
Please note that on this date, we received a "Complaint Activity Report'' pursuant to the purchase(s)
made by **** ******.
Exhibit 26: Page 4
Amount: $315 - Original Purchase

Transaction Date: April 7, 2013
Talk Fusion Response: The purchase is valid for the following reasons:
-Ms. ****** purchased the product on April 7, 2013 online from the Talk Fusion
website, www.talkfusion.com. Exhibit #1 is the Talk Fusion Agreement.
-At NO TIME did Ms. ****** request to close this account within the allotted 3-day time frame. In
fact, Ms. ****** did not submit her cancellation request until April 30, 2013 which is AFTER the
refund eligibility timeframe had expired.
-The agreement was executed with Talk Fusion directly and all Policies and Procedures were provided
prior to the completion of the agreement.
- Talk Fusion rejects the allegation that Ms. ****** was rushed through the application process.
-During the application process, Ms. ****** confirmed that she had read and agreed to all the Talk
Fusion Policies and Procedures in accordance with the Visa and MasterCard e-commerce
requirements.
-The Talk Fusion Website and all related Policies and Procedures are presented in Russian, to ensure
all users in this area are properly informed prior to making a purchase.
-Talk Fusion rejects the allegation that Ms. ****** was ''forced'' to ''buy more expensive package: as
Ms. ****** knowingly and willingly executed this agreement with Talk Fusion and was presented with
four (4) purchase options. Of these options, Ms. ****** CHOSE to make a purchase in the amount of
$315.00 USD.
Pursuant to the Electronic Commerce Merchant Refund Policy Disclosure, Ms. ****** was provided
with the "Proper Disclosure of the Refund Policy and the Recurring Transaction Policy" during the order
within the sequence of Web pages accessed by Ms. ****** before the final checkout.
Talk Fusion offers a 100% three (3) day money-back guarantee. Please note that shipping charges
and sales tax are not refundable. Returns in excess of the purchase price of $250 will be deemed
- Return of Sales Aids by Associates Upon Cancellation. Returns in excess of the purchase price of
$250 shall also constitute on Associate's voluntary request to cancel.
"Please note Exhibit #1A is an enlarged version of Exhibit #1- We enlarged it for easier reading.
The customer agreed to the aforementioned purchase Conditions on April 7, 2013. Hence, the refund
eligibility period on the original purchase expired an April 10, 2013.
Exhibit #3 is the information that Ms. ****** supplied to Talk Fusion at the time of registration.
Please note Ms. ****** logged into the account as recently as April 29, 2013 at 10:29 p.m. which is
more than THREE (3) WEEKS AFTER the original purchase was made. This clearly PROVES5, beyond
any doubt. that
Ms. ****** accessed this product well beyond the refund eligibility period.
Exhibit #4 is a copy of the invoice sent to Ms. ****** upon completion of the transaction
electronically via e-mail. All invoices are also stored in Ms. ******'s account for future reference.
Exhibit #5 is a copy of the cancellation request submitted by Ms. ****** dated April 30, 2013 which
is AFTER the refund eligibility timeframe had expired. We have also included the Talk Fusion response
that indicates that all future billing has been cancelled, pursuant to the cancellation request.
Exhibit 26: Page 5
In closing, Talk Fusion has proven the purchase is valid. Ms. ****** was provided proper disclosure
and acknowledged the Refund Policy BEFORE the purchase was made.
1. Ms. ****** immediately received the product that was purchased.
2. At NO TIME did Ms. ****** request to close this account within the allotted 3-day time frame.
3. The agreement was executed with Talk Fusion directly and all Policies 8: Procedures were provided
4. During the application process, Ms. ****** confirmed that she had read and agreed to all the Talk
Fusion Policies & Procedures in accordance with the Visa & MasterCard e-commerce requirements.
5. Ms. ****** derived benefit of the product and logged into this Talk Fusion account up to and
including April 29, 2013.
Please note, this is the first and final response from Talk Fusion in reference to the matter.
Sincerely,
*** *****
CEO-Talk Fusion
Consumer's Final Response
(The consumer indicated he/she DID NOT accept the response from the business.)
I did not receive any service or product, second I was forced by representative ****** ****** to sign
the agreement without letting to read it.
Also it was represent to me as a business opportunity, and I was told I will receive a business kit with
marketing materials and debit card to receive commissions, which I did not received. This company
misleads people, especially with limited English, or technology knowledge. Talk Fusion is a scam, this
company robs without a knife, or gun.
Business' Final Response
made by **** ******.
Transaction Date: April 7, 2013
- Ms. ****** did, in fact, receive the exact products and services she purchased. Please note, we
have included a record of every time Ms. ****** accessed her products and services, confirming they
had been received.
- The ''VCC Log-in Report'' is a record of every time Ms. ****** accessed her Talk Fusion Video
Communications Center, where the products are hosted.
- The "Back Office Log-in Report) is a record of every time Ms. ****** accessed her Talk Fusion
business center where all the business tools (commissions, presentations, etc.) are managed from.
- The agreement was executed with Talk Fusion directly and all Policies & Procedures were provided
- Talk Fusion rejects the allegation that Ms. ****** was rushed through the application process.
- During the application process, Ms. ****** confirmed that she had read and agreed to all the Talk
Fusion Policies in accordance with the Visa & MasterCard e-commerce requirements.
- The Talk Fusion Website and all related Policies Kt Procedures are presented in multiple languages,
to ensure all users are properly informed prior to making a purchase.
In closing, Talk Fusion maintains the previous position whereby no refund is due Ms. ******. Please
note this is the final response from Talk Fusion in reference to this matter.
Sincerely,
*** *****
CEO-Talk Fusion
Exhibit 26: Page 6
omplaint
The company refuses to refund the money I paid for the product.
May 22, 2013 around 9:00 pm (****************, I have a poster of the product was purchased for
a total of 815 U.S. dollars. After a few days, I understand. that the product is not as good as it was
said at the presentation. May 29, 2013 around 1:00 am in the morning (the ***************), I
wrote in support of the company (address ***********************, a letter requesting a refund.
In the morning I saw that at 2 am I received a reply that the money can not be returned, because in
accordance with the agreement I had obrattsya within 3 days. However, the agreement says that the
refund is made within 3 days if the "otherwise provided for by law." According to Russian law, namely,
"the RF Law" On Protection of Consumers' Rights (the law on the rights of the consumer) from
07.02.1992 N XXXX-X "Chapter 2, Article 26.1, subparagraph 4 -" The consumer has the right to
reject the goods at any time before its transfer, and after transfer of the goods - seven days ". At the
time of support calls 7 days have not yet passed, so I have the right to demand their money back. I
sent the information to the help desk, but today (30 May 2013) of them did not receive any response.
I ask for your help in the return of my money.
Desired Settlement
Honesty and fairness to customers
Business Response
made by ******* *********.
Transaction Date: May 22, 2013
- Mr. ********* purchased the product on May 22, 2013 online from the Talk Fusion website,
****************** Exhibit #1 is the Talk Fusion Agreement.
- The Consumer Rights Protection Law, Article 26.1 only applies to sales to consumers. Consumers are
defined as individuals who purchase the product for personal, family, and household use. The law
excludes individuals who use the product for "entrepreneurial" activity. Essentially, this means
purchase of the product for use for commercial purposes. See Russian Civil Code, Article 2 (definition
of entrepreneurial activity). Absent this law, Russian law does not require a 'cooling off' period.
- Mr. ********* purchased the Elite level product package. This product package includes lead
capture, live broadcasting, and presentation sharing. Talk Fusion has taken the obvious position that
this person would not be purchasing such a product (as opposed to the basic product) solely for
personal use, thus the Consumer Rights Protection Law, Article 26.1 does not apply.
Pursuant to the Electronic Commerce Merchant Refund Policy Disclosure, Mr. ********* was provided
with the "Proper Disclosure of the Refund Policy and the Recurring Transaction Policy'' during the order
within the sequence of Web pages accessed by Mr. ********* before the final checkout.
Talk Fusion offers a 100% three (3) day money-back guarantee. Please note that shipping charges
and sales tax are not refundable. Returns in excess of the purchase price of $250 will be deemed
- Return of Sales Aids by Associates Upon Cancellation. Returns in excess of the purchase price of
$250 should also constitute an Associate's voluntary request to cancel. In the Russian Federation,
there are no refunds after product purchase.
**Please note Exhibit #1A is an enlarged version of Exhibit #1- We enlarged it for easier reading.
Exhibit #3 is the information that Mr. ********* supplied to Talk Fusion at the time of registration.
Exhibit 26: Page 7
Identification of Cardholder At the time of purchase, Mr. ********* provided confidential information
to Talk Fusion that would only be known to Mr. ********* Passport ******* XXXX XXXXXX
Date of Birth: October 25, 1987
Email: *********************
IP Address: 1**************
Hence, Mr. *********'s identity is confirmed.
In closing, Talk Fusion has proven the purchase is valid. Mr. ********* was provided proper
disclosure and acknowledged the refund policy and Recurring Transaction Policy BEFORE the purchase
was made.
1. Mr. ********* immediately received the product that was purchased.
2. Mr. ********* purchased the Elite level product package. This product package includes lead
capture, live broadcasting, and presentation sharing. Talk Fusion has taken the obvious position that
this person would not be purchasing such a product (as opposed to the basic product) solely for
personal use, thus the Consumer Rights Protection Law, Article 26.1 does not apply.
3. Mr. ********* derived benefit of the product and logged into this Talk Fusion account up to and
including May 28, 2013.
If you have any questions, please contact us at (XXX) XXXXXXX or ***********************
Sincerely,
*** *****
CEO-Talk Fusion
Exhibit 26: Page 8
Exhibit 2
From:
To:
Subject:
Date:
Geoff Spreter
Re: Talk Fusion doing huge damaged in Indonesia - request for cooperation
Tuesday, September 27, 2016 8:21:27 AM
Geoff,
Just to attract your attention on 2 links that could illustrate your case.
Check this video that demonstrates how TF and Bob Reina focus exclusively on duplication
and not on their product itself.
https://www.youtube.com/watch?v=WC8apbvrHz0
And article about Indonesian success:
https://www.businessforhome.org/2016/08/talk-fusion-indonesian-team-to-celebrateachievements-at-hero-2016/
Again good luck and lookign forward to hear from you soon.
---------- Forwarded message ---------From:

Date: 27 September 2016 at 16:29
Subject: Re: Talk Fusion doing huge damaged in Indonesia - request for cooperation
To: Geoff Spreter <Geoff@spreterlaw.com>
Hi Geoff,
Yes please feel free to proceed, I am glad to provide you with additional information if
needed.
Looking forward for your updates and all the best with your opposition,
Benjamin
On 27 September 2016 at 01:33, Geoff Spreter <Geoff@spreterlaw.com> wrote:
Hi Ben:
Thank you for your email. I am preparing an opposition to Talk Fusions motion to compel
arbitration and take our case out of the court system. Could I redact the self-identifying
information in your below email and attach it as an exhibit? It is pretty powerful.
Our opposition is due tomorrow. After tomorrow, I will write you a separate email about
addressing Talk Fusion in Indonesia.

Thank you for your concern.
Geoff
Geoff J. Spreter
Spreter Law Firm, APC
601 3rd Street
Coronado, CA 92118
Phone: 619-865-7986
Fax: 619-956-3932
www.spreterlaw.com
DISCLOSURE AND CONFIDENTIALITY - Thismessage is intendedonly for the individual(s) and/or

entity(ies) to whom it is addressed. It may contain privileged and confidential information, and
may constitute a privileged and confidential attorney-client communication. Pursuant to California
Evidence Code Section 952 and California Code of Civil Procedure Section 2018.010 et seq, as
applicable, this information may not be disclosed, or otherwise distributed. If you are not the
intended recipient, please do not disseminate, distribute or copy this message. Please also notify
the author immediately by reply email and then delete the original message. If you are not a
present client with a signed written retainer agreement, this communication does not create,
establish or constitute an attorney-client relationship, nor will the information discussed be kept
confidential. Any information provided herein by us does not constitute attorney advice. Thank
you for your understanding and cooperation.
From:
:
Sent: Monday, September 26, 2016 8:39 AM
Subject: Talk Fusion doing huge damaged in Indonesia - request for cooperation
Dear Geoffrey,
I have been through your complaint against Talk Fusion, at first, let me thank you for the
great work.
My name is
last 10 years.
, a french citizen, I have been living and working in Indonesia for the
I recently came across talk fusion when an Indonesian worker driver as a driver I know of,
got in serious debt after joining talk fusion with the 1500$ package. (note that in Indonesia,
a driver salary is around 150$).
Interested and after a few research, I realized that Talk Fusion was nothing less than a
pyramid scheme spreading extremely fast in Indonesia. Why such a success in Indonesia?
Well people there focus on community and naturally have big network, generally low level
of education and have a tendency to be particularly gullible. Therefore Indonesia is the
perfect country for MLM/ pyramid scheme.
As a result, it has made amazing progress and is now making more noise than ever. To
illustrate the scale, I also found out that 2 Indonesian citizen in my close circle have already
been approached as well, in 2 different regions. As we speak Ferrari cars with the talk fusion
logo are parading just a few km away from where I live.
https://www.youtube.com/watch?v=LAnjc-nWBFU
https://www.youtube.com/watch?v=73rNe5ivHRU
https://www.youtube.com/watch?v=QLpNdiF-Cgw
I am personally very upset about this massive scale scam that will affect the most fragile and
less educated, however, I believe Indonesia success could be the beginning of TF downfall.
- Indonesia is a nationalist country that can be pretty defensive about foreign involvement in
local affairs, therefore the scandal could be quiet big if the truth about the scam was to be
reveal, especially if they find out that the money of their citizen is being send to US through
a scam
- The speed at which TF has spread and the high level of visibility that they know have
inside the country make them familiar with a lot of people
- The high number of recruits means that a lot of people may get very dissatisfied jn not
being able to get back their investment through new prospect, as the product is simply not
sellable
Would you be interested into helping us building an efficient network to consider launching
pursuit in Indonesia? If yes, would you have any advice, organization or contact to share?

I am not in a position to take any active action against TF in Indonesia right now, and this
not must remain confidential,
Exhibit 3
9/27/2016
Talk Fusion
Talk Fusion POLICIES & PROCEDURES

Effective May 16, 2016
1. Policies and Compensation Plan Incorporated into Associate Agreement; Amendments.

These Policies and Procedures, in their present form and as amended at the sole discretion of Talk Fusion,
Inc (hereafter ''Talk Fusion" or the "Company''), are incorporated into the Talk Fusion Independent Associate
Agreement. Throughout these Policies, when the term "Agreement" is used, it collectively refers to the Talk
Fusion Independent Associate Agreement, the Policies and Procedures, and the Talk Fusion Compensation
Plan. Independent Associates shall be referred to herein as "Associates." The Company reserves the right to
amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication
of the amended provisions in the Associate's Back-Office, but amended policies shall not apply retroactively
to conduct that occurred prior to the effective date of the amendment. An Associate may cancel his/her
Talk Fusion Business at any time pursuant to Section 32 of these policies.
2. Policies and Provisions Severable.

If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only
the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the
remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in
compliance with the law and reflects the purpose of the original provision as closely as possible. The
existence of any claim or course of action of an Associate against Talk Fusion shall not constitute a defense
to Talk Fusion's enforcement of any term or provision of the Agreement.
3. Term and Renewal of a Talk Fusion Business.

The term of the Independent Associate Agreement is one year from the date of enrollment. Independent
Associates ("Associate") must renew their Independent Associate Agreement each year. Associates will be
reminded of their upcoming renewal through their Back-Offices. At that time, Associates may elect to
cancel their business. If an Associate does not cancel, his or her business will be automatically renewed
and the renewal fee will be charged to the credit card he/she has on file with the Company. Annual renewal
fees are optional in North Dakota.
4. Independent Contractor Relationship.

Associates are independent contractors and not employees of Talk Fusion. In all written, graphic, or digital
material used for Talk Fusion business purposes, Associates must represent themselves as a ''Talk Fusion
Independent Associate." In verbal conversations with prospective Associates and Customers, Associates
must likewise introduce themselves as an "Independent Talk Fusion Associate." Associates shall not lead
anyone to believe that they are employees of Talk Fusion.
5. General Conduct.
https://ssl.talkfusion.com/jointf/legal/Policies-en.html
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Talk Fusion
Associates shall safeguard and promote the good reputation of Talk Fusion and its products, and must
avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high
moral character in their personal and professional conduct. Associates shall not engage in any conduct that
may damage the Company's goodwill or reputation. While it is impossible to specify all misconduct that
would be contrary to this policy, and the following list is not a limitation on the standards of conduct to
which Associates must adhere pursuant to this policy, the following standards specifically apply to
Associates' activities:
Because you are operating your own business, it is your responsibility to know and comply with
applicable laws that impact your business;
Deceptive conduct is always prohibited . Associates must ensure that their statements are truthful,
fair, accurate, and are not misleading;
If an Associate's Talk Fusion business is cancelled for any reason, the Associate must discontinue
using the Talk Fusion name, and all other Talk Fusion intellectual property, and all derivatives of such
intellectual property, in postings on all Social Media, websites, or other promotional material.
Associates may not represent or imply that any state or federal government official, agency, or body
has approved or endorses Talk Fusion, its program, or products.
Associates must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in the
course of their business or their personal lives that, in the Company's sole discretion, could damage
the Company's reputation or the culture that exists within the field sales force.
6. Social Media.
In addition to meeting all other requirements specified in these Policies, if an Associate utilizes any form of
social media in connection with their Talk Fusion business, including but not limited to biogs, Facebook,
Twitter, Linkedin, YouTube, or Pinterest, the Associate agrees to each of the following:
Associates are responsible for the content of all material that they produce and all of their postings
on any social media site, as well as all postings on any social media site that they own, operate, or
control.
Associates may not make any social media postings, or link to or from any postings or other material
that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful,
defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion,
gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any
unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in
violation of any intellectual property rights of the Company or any third party.
No product sales or enrollments may occur on or through any social media site. To process sales or
enrollments, a social media site must link only to the Associate's Talk Fusion replicated website, Talk
Fusion's corporate website or an official Talk Fusion corporate social media page.
It is each Associate's responsibility to follow the social media site's terms of use.
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Talk Fusion
Any social media site that is directly or indirectly operated or controlled by an Associate that is used
to discuss or promote Talk Fusion's products, or the Talk Fusion opportunity may not link to any
website, social media site, or site of any other nature that promotes the products, services, or
business program of any direct selling company other than Talk Fusion.
During the term of this Agreement and for a period of 12 calendar months thereafter, an Associate
may not use any social media site on which they discuss or promote, or have discussed or promoted,
the Talk Fusion business or Talk Fusion's products to directly or indirectly solicit Talk Fusion
Associates for another direct selling or network marketing program (collectively, "direct selling"). In
furtherance of this provision, an Associate shall not take any action on any social media site that may
reasonably be foreseen to draw an inquiry from other Associates relating to the Associate's other
direct selling business activities. Violation of this provision shall constitute a violation of the
nonsolicitation provision in Policy 18.
If an Associate creates a business page on any social media site to promote or relates to Talk Fusion,
its products, or opportunity, the page may not promote or advertise the products or opportunity of
any other network marketing business other than Talk Fusion and its products. If the Associate's Talk
Fusion business is cancelled for any reason or if the Associate becomes inactive, the Associate must
deactivate the page.
Associate Created Marketing Methods, Advertising, and Promotional Material (Sales Tools).
Associates must use only Talk Fusion approved sales aids, advertising, promotional materials, and
marketing methods (collectively "Sales Tools") when promoting the Talk Fusion business or Talk Fusion's
products or services. These materials are available in the Document Library of Associate's Back-Office.
8. Trademarks and Copyrights.

The name ''Talk Fusion" and other names as may be adopted by the Company are proprietary trade names,
trademarks and service marks of Talk Fusion. The Company grants Associates a limited license to use its
trademarks and trade names in promotional media for so long as the Associate's Agreement is in effect.
Upon cancellation of an Associate's Agreement for any reason, the license shall expire and the Associate
shall immediately discontinue all use of the Company's trademarks and trade names. Under no
circumstances may an Associate use any of Talk Fusion's trademarks or trade names in any email address,
website domain name, social media handle, social media name or address.
Talk Fusion commonly puts on live and recorded events as well as webinars and telephone conference
calls. During these events Company executives, Associates, and guests appear and speak. The content of
such events is copyrighted material that is owned exclusively by the Company. Associates may not record
company functions for any reason, whether such event is live, a webinar, via conference call, or delivered
through any other medium.
In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material are also
copyrighted. Associates shall not copy any such materials for their personal or business use without the
Company's prior written approval.
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Talk Fusion
9. Associate Web Sites.

Associates may not create their own websites to promote their Talk Fusion business or Talk Fusion's
products and services. Official Talk Fusion supplied Replicated Websites are the only online forum through
which Talk Fusion products may be sold and new Talk Fusion Associate enrollments may be transacted.
1O. Retail Outlets.

To support the Company's direct selling method of distribution and to protect the independent contractor
relationship, Associates agree that they will not display or sell Talk Fusion products or literature, or in any
other way promote the Talk Fusion opportunity or products in any retail, wholesale, warehouse, or
discount establishment. Notwithstanding the foregoing, Associates may display and sell Talk Fusion
promotional literature at professional trade shows.
11. Change of Sponsor.

The only means by which an Associate may legitimately change his/her sponsor is by voluntarily canceling
his/her Talk Fusion business in writing and remaining inactive for six (6) full calendar months. Following the
six calendar month period of inactivity, the former Associate may reapply under a new sponsor. The
Associate will lose all rights to his/her former down line organization upon his/her cancellation.
12. Waiver of Claims.

In cases wherein an Associate improperly changes his/her sponsor, Talk Fusion reserves the sole and
exclusive right to determine the final disposition of the down line organization that was developed by the
Associate in his/her second line of sponsorship. ASSOCIATES WAIVE ANY AND ALL CLAIMS AGAINST TALK
FUSION, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM
TALK FUSION'S DECISION REGARDING THE DISPOSITION OF ANY DOWN LINE ORGANIZATION THAT
DEVELOPS BELOW AN ASSOCIATE WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.
13. Product Claims.
Associates must not make claims, including but not limited to testimonials, about the functionality of Talk
Fusion's products that are not contained in official Talk Fusion literature or posted on Talk Fusion's official
website.
14. Income Representations.

Associates must always present the Talk Fusion income opportunity in a fair and honest fashion. Associates
must not overstate the income potential, must never represent that successor income is assured to those
who join as Talk Fusion Independent Associates.
15. Income Disclosure Statement.

When presenting the Talk Fusion business to a prospective Associate, or in any case in which you are
discussing the Talk Fusion income opportunity with a prospective Associate, the presenting Associate must
provide the prospect(s) with the most current version of Talk Fusion's Income Disclosure Statement (the
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Talk Fusion
"IDS"). The IDS can be downloaded from Associate's Back-Offices. During the presentation, the Associate
must make it clear that income is not guaranteed and must thoroughly review the current IDS with the
prospect. If an Associate is presenting the Talk Fusion business to an audience using a slide or other visual
presentation, one of the slides or pages of the presentation must contain the current IDS, and there may
be no other graphics or text on the slide or presentation page. The presenting Associate must thoroughly
discuss the IDS with the audience.
16. Compensation Plan and Program Claims.

When presenting or discussing the Talk Fusion Compensation Plan, you must make it clear to prospects
that financial success in Talk Fusion requires commitment, effort, and sales skill. Conversely, you must
never represent that one can be successful without diligently applying themselves. Examples of
misrepresentations in this area include, but are not limited to:
It's a turnkey system.

The system will do the work for you.
Just get in and your downline will build through spillover.
Just join and I'll build your down line for you.
The Company does all the work for you.
You don't have to sell anything.
All you have to do is buy your products every month.
The above are just examples of improper representations about the Compensation Plan and the
Company's program. It is important that you do not make these, or any other representations, that could
lead a prospect to believe that they can be successful as an Associate without commitment, effort, and
sales skill.
17. Media Inquiries.

Associates must not interact with the media regarding the Talk Fusion business or products. All inquiries
from the media, including radio, television, print, online, or any other medium, shall be directed to Talk
Fusion's marketing department.
18. Nonsolicitation.
Talk Fusion Associates are free to participate in other network marketing programs. However, during the
term of this Agreement and for one year thereafter, with the exception of an Associate's personally
sponsored downline Associates, an Associate may not directly or indirectly Recruit other Talk Fusion
Associates for any other network marketing business. The term "Recruit" means the direct or indirect,
actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any
other way, another Talk Fusion Associate to enroll or participate in another network marketing
opportunity. Conduct constitutes recruiting even if the Associate's actions are in response to an inquiry
made by another Associate or Customer.
If an Associate is engaged in other non-Talk Fusion business or Network Marketing program, it is the
responsibility of the Associate to ensure that his or her Talk Fusion business is operated entirely separate
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Talk Fusion
and apart from all other businesses and/or Network Marketing programs. To this end, the Associate must
not:
Display Talk Fusion promotional material, sales aids, or products with or in the same location as, any
non-Talk Fusion promotional material or sales aids, products or services (Pinterest and similar social
media sites are exempt from this policy).
Offer the Talk Fusion opportunity, products or services to prospective or existing Customers or
Associates in conjunction with any non-Talk Fusion program, opportunity or products.
Offer, discuss, or display any non-Talk Fusion opportunity, products, services or opportunity at any
Talk Fusion related meeting, seminar, convention, webinar, teleconference, or other function.
Talk Fusion and Associate agree that any violation of this policy shall cause Talk Fusion irreparable harm for
which there is no adequate remedy at law, and the injury to Talk Fusion shall outweigh the potential injury
to Associate, and therefore Talk Fusion shall be entitled to emergency and permanent injunctive relief to
prevent further violations of this policy.
19. Handling Personal Information.

If you receive Personal Information from or about prospective Associates or Customers, it is your
responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of
others once you no longer need it. Personal Information is information that identifies, or permits you to
contact, an individual. It includes a Customer's, potential Customers, Associates and prospective Associates'
name, address, email address, phone number, credit card information, social security or tax identification
number and other information associated with these details.
20. Confidential Information.

"Confidential Information" includes, but is not limited to, the identities, contact information, and/or sales
information relating to Talk Fusion's Associates and/or Customers: (a) that is contained in or derived from
any Associates' respective Back-Office; (b) that is derived from any reports issued by Talk Fusion to
Associates to assist them in operating and managing their Talk Fusion business; and/or (c) to which an
Associate would not have access or would not have acquired but for his/her affiliation with Talk Fusion.
Confidential Information constitutes proprietary business trade secrets belonging exclusively to Talk Fusion
and is provided to Associates in strict confidence. Confidential Information shall not be directly or indirectly
disclosed to any third party nor used for any purpose other than Associate's use in building and managing
his/her Independent Talk Fusion business.
Any violation of this policy shall cause Talk Fusion irreparable harm for which there is no adequate remedy
at law. The parties further agree that the harm to Talk Fusion shall outweigh any harm to the Associate if
injunctive relief is awarded to the Company. Talk Fusion shall therefore be entitled to immediate and
permanent equitable relief to prevent further violations of this policy.
21. Product Inventory & Bonus Buying.
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Talk Fusion
Associates may not carry an inventory of Talk Fusion products for resale. Upon purchase, products are
accessible on the internet by the Customer. In addition, bonus buying is strictly prohibited. Bonus buying is
the purchase of products for any reason other than bona fide resale or use, or any mechanism or artifice
to qualify for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not
driven by bona fide product purchases by end user consumers for actual use.
22. Actions of Affiliated Parties and Household Members.

The term "Business Entity'' shall mean any corporation, partnership, limited liability company, trust or other
entity that owns or operates a Talk Fusion independent business. The term "Affiliated Party'' shall mean any
individual, partnership, trust, limited liability company, or other entity that has an ownership interest in, or
management responsibility for, a Business Entity.
A Business Entity and each Affiliated Party must comply with the Agreement. If a Business Entity and/or any
Affiliated Party violates the Agreement, Talk Fusion may take disciplinary action against the Business Entity
and/or against any or all of the Affiliated Parties. In addition, if a household family member of an Associate
engages in conduct that would be a violation of the Agreement, the conduct of the household family
member may be imputed to the Associate.
23. Negative Comments.

Complaints and concerns about Talk Fusion should be directed to the Customer Service Department.
Associates must not disparage, demean, or make negative remarks to third parties or other Associates
about Talk Fusion, its owners, officers, directors, management, other Talk Fusion Associates, the Marketing
and Compensation Plan, or Talk Fusion's directors, officers, or employees. Disputes or disagreements
between any Associate and Talk Fusion shall be resolved through the dispute resolution process, and the
Company and Associates agree specifically not to demean, discredit, or criticize one another on the
Internet or any other public forum.
24. Adjustment to Bonuses and Commissions.

Compensation stemming from product sales is fully earned when the applicable return, repurchase, and
chargeback periods applicable to product sales have all expired. If a product is returned to Talk Fusion for a
refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the
returned or repurchased product(s) will be recovered by the Company. Unearned compensation will be
deducted, in the month in which the refund is issued or the chargeback occurs, and continuing every pay
period thereafter until the commission is recovered, from the upline Associates who received bonuses and
commissions on the sales of the refunded products.
Talk Fusion's Compensation Plan pays up to 60% of total company Sales Volume in commissions and
bonuses to Independent Associates. If any payout calculation results in total payout exceeding 60% of Sales
Volume, Team Bonuses will be adjusted on a pro-rated basis so that the total payout (all bonuses and
commissions) is capped at no more than 60% of Sales Volume.
Talk Fusion reserves the right to withhold or reduce any Associate's compensation as it deems necessary to
comply with any garnishment or court order directing Talk Fusion to retain, hold, or redirect such
compensation to a third party.
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Talk Fusion
25. Return of Merchandise and Sales Aids by Associates Upon Cancellation or Termination.
Upon cancellation or termination of an Associate's Agreement, the Associate may return products and
Sales Tools that he or she personally purchased from Talk Fusion within 12 months prior to the date of
cancellation (the one year limitation shall not apply to residents of Maryland, Massachusetts, Wyoming and
Puerto Rico) so long as the goods are in currently marketable condition. Upon the Company's receipt of
returned goods and confirmation that they are in currently marketable condition, the Associate will be
reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be
refunded. If the purchases were made through a credit card, the refund will be credited back to the same
account. Goods are in "currently marketable condition" if they are unopened and unused and packaging
and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as
nonreturnable, closeout, discontinued, or as a seasonal item, or which has passed it commercially
reasonable usable or shelf-life, is not in currently marketable condition. The merchandise must be
returned within 30 days from the date of cancellation/termination. Back-Office and Replicated Website fees
are not refundable except as may be required under applicable state law.
26. Order Cancellation.

Federal and state law requires that Associates notify their retail customers that they have three business
days (5 business days for Alaska residents, 15 days for North Dakota residents age 65 and over. Saturday is
a business day, Sundays and legal holidays are not business days) within which to cancel their initial
purchase and receive a full refund upon return of the products in substantially as good condition as when
they were delivered. Associates shall verbally inform their customers of this right.
27. Montana Residents.

A Montana resident may cancel his or her Associate Agreement within 15 days from the date of enrollment,
and may return his or her sales kit within such time period and is entitled to a full refund for the sales kit
and for any other consideration he/she paid within such time period to participate in the program.
28. Disciplinary Sanctions.

Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or
omission by an Associate that the Company reasonably believes may damage its reputation or goodwill,
may result in the suspension or termination of the Associate's Talk Fusion business, and/or any other
disciplinary measure that Talk Fusion deems appropriate to address the misconduct. In situations deemed
appropriate by Talk Fusion, the Company may institute legal proceedings for monetary and/or equitable
relief.
29. Indemnification.
Associates agree to indemnify Talk Fusion for any and all costs, expenses, consumer reimbursements,
fines, sanctions, damages, settlements or payments of any other nature that Talk Fusion incurs resulting
from or relating to any act or omission by Associate that is illegal, fraudulent, deceptive, negligent,
unethical, or in violation of the Agreement. Talk Fusion may elect to exercise its indemnification rights
through withholding any compensation due the Associate. This right of setoff shall not constitute Talk
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Fusion's exclusive means of recovering or collecting funds due Talk Fusion pursuant to its right to
indemnification.
30. Effect of Cancellation.

An Associate whose business is cancelled for any reason will lose all Associate rights, benefits and
privileges. This includes the right to represent yourself as an Independent Talk Fusion Associate, to sell Talk
Fusion products and services and the right to receive commissions, bonuses, or other income resulting
from his/her own sales and the sales and other activities of the Associate and the Associate's former
downline sales organization. There is no whole or partial refund for Associate Kit fees or renewal fees if an
Associate's business is cancelled.
31. Voluntary Cancellation.

A participant in this network-marketing plan has a right to cancel at any time, regardless of reason.
Cancellation must be submitted in writing to the Company at its principal business address or by cancelling
his/her business through the Back-Office. The written notice must include the Associate's signature, printed
name, address, and Associate I.D. Number. If an Associate is also a product subscriber, the Associate's
product subscription shall continue unless the Associate also specifically requests that his or her
subscription also be canceled. An Associate may also voluntarily cancel his/her Talk Fusion business by
failing to renew the Agreement on its annual anniversary date, by withdrawing consent to contract
electronically.
If any Independent Associate or Customer is unsatisfied with an initial Product Package purchase, Talk
Fusion offers a 100% three (3) day money-back guarantee (unless otherwise required by law) from the date
of purchase. Please note that $39.00 one-time Independent Associate Cost, Product Package upgrades,
wire transfer fees and sales and service taxes are non-refundable. Returns on the purchase price constitute
a purchaser's voluntary request to cancel. All refunds will be processed within 7 business days.
32. Cancellation for Inactivity.

If an Associate fails to earn a commission for six consecutive months, his/her Associate Agreement and
Talk Fusion business will be cancelled for inactivity. If an Associate also subscribes to the Company's
products, the Associate's monthly subscription shall continue unless the Associate also specifically requests
that his or her subscription also be canceled. The former Associate will then be classified as a retail
customer. If the former Associate wishes to re-enroll as an Associate, he or she must submit a new
application and will be placed at the bottom of the binary tree. Please note: Associates who have pre-paid
for their Monthly Plan for a minimum of 1 year will not be reclassified as a Customer through the term of
their prepayment.
33. Business Transfers.

Associates in good standing who wish to sell or transfer their business must receive Talk Fusion's prior
written approval before the business may be transferred. Requests to transfer a business must be
submitted in writing to support@talkfusion.com . It is within Talk Fusion's discretion whether to allow a
business sale or transfer, but such authorization shall not be unreasonably withheld. However, no business
that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless
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Talk Fusion
and until the disciplinary matter is resolved. Prior to transferring a business to a third party, the Associate
must offer Talk Fusion the right of first refusal to purchase the business on the same terms as negotiated
with a third party. The Company shall have ten days to exercise its right of first refusal.
34. Transfer Upon an Associate's Death.

An Associate may devise his/her business to his/her heirs. Because Talk Fusion cannot divide commissions
among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity
(corporation, LLC, partnership, etc.), and Talk Fusion will transfer the business and issue commissions to
the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the
business must provide Talk Fusion with certified letters testamentary and written instructions of the
trustee of the estate, or an order of the court, that provides direction on the proper disposition of the
business. The beneficiary must also execute and submit to the Company a Talk Fusion Associate
Agreement within 30 days from the date on which the business is transferred by the estate to the
beneficiary or the business will be cancelled.
35. Business Distribution Upon Divorce.

Talk Fusion is not able to divide commissions among multiple parties, nor is it able to divide a downline
organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in
its entirety to one party. Talk Fusion will recognize as the owner of the business the former spouse to who
is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The
former spouse who receives the Talk Fusion business must also execute and submit a Talk Fusion
Associate Agreement within 30 days from the date on which the divorce becomes final or the business will
be cancelled.
36. Dissolution of a Business Entity.

organization. Consequently, in the event that a business entity that operates a Talk Fusion business
dissolves, the owners of the business entity must instruct the Company on the identity of the proper party
who is to receive the business. The Talk Fusion business must be awarded to a single individual or entity
that was previously recognized by the Company as an owner of the business entity; the Company cannot
divide the business among multiple parties or issue separate commission payments. If the business entity
wishes to sell or transfer its Talk Fusion business, it must do so pursuant to Policy 34. In addition, the
recipient of the Talk Fusion business must also execute and submit a Talk Fusion Associate Agreement to
the Company within 30 days from the date of the dissolution of the business entity or the Talk Fusion
business will be cancelled.
37. Inducing Associates to Violate Policy.

Associates must not induce, encourage, or assist another Associate to violate the Agreement in any
fashion.
38. Reporting Mistakes or Discrepancies.
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If an Associate believes there has been a mistake or discrepancy in his/her compensation, in the structure
or composition of his/her down line organization, or any other mistake by the Company that has impacted
his/her income, it is the Associate's responsibility to bring it to the Company's attention in writing no later
than 60 days from the date on which the error occurred. While Talk Fusion will use its best efforts to rectify
mistakes, the Company shall not be responsible for correcting errors, making changes, or making financial
remuneration for errors that are reported more than 60 days after the error occurs.
39. International Activities.

Associates may not sell Talk Fusion products in any international market, or conduct business activities of
any nature, in any foreign country that the Company has not announced is officially open for business.
40. Dispute Resolution.

The following comprehensive approach to dispute resolution shall apply to all disputes between Associates
and the Company:
Confidential Mediation. Subject to the exceptions in these policies, prior to bringing legal
action for disputes that arise from or relate to the Agreement or the Talk Fusion business, the
parties shall attempt in good faith to resolve the dispute through confidential non-binding
mediation. One individual who is mutually acceptable to the parties shall be appointed as
mediator. If the Parties cannot agree on a mediator within 30 days from the date on which the
complaining party submits a written request to the other party seeking mediation, the
complaining party shall request the American Arbitration Association ("AAA") to appoint a
mediator. The mediation shall occur within 90 days from the date on which the complaining
party submits a written request to the other party seeking mediation. The mediator's fees and
costs, as well as the costs of holding and conducting the mediation, shall be divided equally
between the parties. Each party shall pay its portion of the anticipated shared fees and costs at
least 1O days in advance of the mediation. Each party shall pay its own attorney's fees, costs,
and individual expenses associated with conducting and attending the mediation. Claims
seeking $15,000.00 or more shall be held with the parties and the mediator physically present
in the same location in Brandon, Florida and shall last no more than two business days unless
the parties agree otherwise. Claims for less than $15,000.00 may be held telephonically, but
may be held in person if the parties mutually agree to do so, and shall last no more than one
business day unless the parties agree otherwise. Neither party shall be represented by an
attorney in any mediation in which the claim is for less than $15,000.00. However, if one party
is an attorney acting on his/her/its own behalf, the other party shall have the right to be
represented by his/her/its attorney at the mediation as well.
Confidential Arbitration. Except as otherwise provided in the Agreement, if a claim is not

resolved through mediation, any controversy or claim seeking $15,000.00 or more in damages
that arises out of or relates to the Agreement, the breach thereof, or the Talk Fusion business
shall be settled through binding confidential arbitration. The Parties waive rights to trial by jury
or to any court. The arbitration shall be filed with, and administered by, the American
Arbitration Association in accordance with the AAA's Commercial Arbitration Rules and
Mediation Procedures, which are available on the AAA:s website at www.adr.org. Copies of the
AAA:s Commercial Arbitration Rules and Mediation Procedures will also be emailed to
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Talk Fusion
Associates upon request to Talk Fusion's Customer Service Department. Notwithstanding the
rules of the AAA, unless otherwise stipulated by the Parties, the following shall apply to all
Arbitration actions:
The Federal Rules of Evidence shall apply in all cases;
The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil
Procedure;
The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal
Rules of Civil Procedure;
The Federal Arbitration Act shall govern all matters relating to arbitration, including the
enforceability of this arbitration provision. The law of the State of Florida, without regard
to principles of conflicts of laws, shall govern all other matters relating to or arising from
the Agreement and the Talk Fusion business;
The arbitration hearing shall commence no later than 365 days from the date on which
the arbitrator is appointed, and shall last no more than five business days;
The Parties shall be allotted equal time to present their respective cases.
All arbitration proceedings shall be held in a location selected by the parties. If the parties
cannot agree on a suitable location, it will be held in the county in which the respondent to the
action resides (if an individual) or has its principal place of business (if a business entity). The
parties may select a mutually agreeable arbitrator. If the parties do not agree on an arbitrator
within 60 days from the date on which the arbitration is filed, the petitioner shall request that
the AAA appoint an arbitrator. Each party to the arbitration shall be responsible for its own
costs and expenses of arbitration, including legal and filing fees. 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 having jurisdiction over either of the parties. This agreement to arbitrate shall
survive the cancellation or termination of the Agreement.
The parties, their respective agents and attorneys, and the arbitrator shall maintain the
confidentiality of the arbitration proceedings and shall not disclose to any third party:
The substance of, facts underlying, or basis for, the controversy, dispute, or claim;
The substance or content of any settlement offer or settlement discussions or offers
associated with the dispute;
The pleadings, the content of any pleadings, and exhibits to the pleadings, filed in any
arbitration proceeding;
The content of any testimony or other evidence presented at an arbitration hearing or
obtained through discovery in arbitration;
The terms or amount of any arbitration award;
The rulings of the arbitrator on the procedural and/or substantive issues involved in the
case.
c. Liquidated Damages for Breach of Confidentiality Obligations. If a Party violates its
confidentiality obligations under the mediation or arbitration policies, the nonbreaching party
shall incur significant damages to its reputation and goodwill that shall not be readily
calculable. Therefore, if a Party, its attorneys or agents breach the confidentiality provisions of
this policy, the nonbreaching Party shall be entitled to liquidated damages in the amount of
$25,000.00 per violation. Every disclosure of each allegation, pleading, claim or other
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Talk Fusion
9/27/2016
prohibited disclosure shall constitute a separate violation. The Parties agree that this
liquidated damage amount is reasonable and waive all claims and defenses that it constitutes
a penalty. The confidentiality obligations in this dispute resolution policy shall not restrict a
party or its counsel acting in good faith from discussing a claim with an individual to determine
if he/she is a witness to the action and as necessary to elicit relevant testimony from the
witness} or from discussing or showing documentary or other evidence as necessary to
prepare the witness for testimony or to ascertain the extent of the witnesses knowledge of the
facts relevant to the case. However, neither party shall allow a witness or prospective to retain
copies of any documents, evidence, or pleadings related to the matter.
d. Disputes Not Subject Arbitration
Equitable Relief. Notwithstanding the foregoing arbitration agreement, nothing in the
Agreement shall prevent either party from applying to and obtaining from the court a
temporary restraining order, preliminary or permanent injunction, or other equitable
relief to safeguard and protect the party's intellectual property, trade secrets, and/or
confidential information, including but not limited to enforcement of its rights under the
Nonsolicitation provisions of the Agreement.
Claims for Damages Under $15,000.00. Claims seeking damages for less than $15,000.00
are not subject to the arbitration provisions of this Agreement. The prevailing party to
any litigation seeking damages for less than $15,000.00 shall be entitled to an award of
reasonable attorney fees and litigation expenses.
Small Claims. An Associate may seek remedies in small claims court for disputes or
claims within the scope of the jurisdiction of the small claims court in the jurisdiction in
which he/she resides, and need not engage in the mediation or arbitration process, so
long as the small claims action he/she files is the only forum in which the dispute is
pending.
Enforcement of an Arbitration Award. A Party may apply to a court for judicial

enforcement of an arbitration award. The Parties consent to exclusive jurisdiction and
venue in the courts residing in Hillsborough County, State of Florida or the United States
District Court for the Middle District of Florida, Tampa Division, to enforce an arbitration
award. If an action is brought to enforce an arbitration award, the prevailing party to the
action shall be entitled to an award of reasonable attorney fees and litigation expenses.
e. Class Action Waiver. All disputes arising from or relating to the Agreement, or arising from or
relating to the Talk Fusion business, shall be brought and proceed on an individual basis. The
parties waive their rights to pursue any arbitration or lawsuit against the other party and/or
their respective owners, officers, directors and agents, on a class or consolidated basis.
f. Liquidated Damages. In any case which arises from or relates to the wrongful termination of
an Associate's Agreement and/or independent business, the parties agree that damages will be
extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary
termination of an Associate's Agreement and/or loss of their independent business is proven
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Talk Fusion
and held to be wrongful under any theory of law, Associate's sole remedy shall be liquidated
damages calculated as follows:
For Associates at the Commission Rank of Bronze through Double Diamond liquidated
damages shall be in the amount of his/her gross compensation that he/she earned
pursuant to Talk Fusion's Compensation Plan in the twelve (12) months immediately
preceding the termination.
For Associates at the Commission Rank of Triple Diamond through Presidential Blue
Diamond liquidated damages shall be in the amount of his/her gross compensation that
he/she earned pursuant to Talk Fusion's Compensation Plan in the eighteen (18) months
immediately preceding the termination.
For Associates at the Commission Rank of Ambassador Blue Diamond through Imperial
Blue Diamond liquidated damages shall be in the amount of his/her gross compensation
that he/she earned pursuant to Talk Fusion's Compensation Plan in the twenty-four (24)
months immediately preceding the termination.
Gross compensation shall include commissions and bonuses earned by the Associate pursuant
to Talk Fusion's Compensation Plan as well as retail profits earned by Associate for the sale of
Talk Fusion merchandise. However, retail profits must be substantiated by providing the
Company with true and accurate copies of fully and properly completed retail receipts
provided by Associate to customers at the time of the sale. The Parties agree that the
foregoing liquidated damage schedule is fair and reasonable.
An Associate's "Commission" rank is the rank or title at which they actually qualified to earn
compensation under the Talk Fusion Compensation Plan during a pay-period. For purposes of
this Policy, the relevant pay-period to determine an Associate's Commission Rank is the payperiod during which the Associate's business is placed on suspension or terminated, whichever
occurs first. The "Commission" rank differs from the "Recognition Rank," which is the highest
title or rank that an Associate has ever been paid under the Talk Fusion Compensation Plan.
g. Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all
claims for incidental and/or consequential damages, even if the other party has been apprised
of the likelihood of such damage. The parties further waive all claims to exemplary and
punitive damages.
h. Governing Law, Jurisdiction and Venue. Jurisdiction and venue relating to a dispute arising
from or relating to this Agreement or from the business relationship between the parties, that
is not subject to arbitration shall reside exclusively in Hillsborough County, State of Florida or
the United States District Court for the Middle District of Florida (Tampa Division). The law of
the State of Florida shall govern actions brought before a court.
i. Louisiana Residents. Notwithstanding the foregoing, and the arbitration provision set forth
above, residents of the State of Louisiana shall be entitled to bring an action in their home
forum and pursuant to Louisiana law.
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UNITED STATES DISTRICT

COURT MIDDLE DISTRICT
OF FLORIDA TAMPA
DIVISION

Plaintiff,
v.

DECLARATION OF GEOFF J. SPRETER IN SUPPORT OF PLAINTIFFS

OPPOSITIONS TO TALK FUSION, INC., TALK FUSION INERNATIONAL, INC.,
ROBERT REINA, AND MANE WORLD PROMOTIONS, INC.s MOTION TO
COMPEL ARBITRATION
I, Geoff J. Spreter, declare as follows:

1.
I am an attorney at law, duly admitted to practice before all the courts of the State
of California, and the United States District Court for the Southern, Central, Northern District of
California, and am appearing pro-hac vice in this Court. I am the attorney of record herein for
Plaintiff. I have personal knowledge of the matters set forth in this declaration, and if called upon
to testify under penalty of perjury, to the truth and accuracy of the matters set forth herein, I could
and would so testify.
2.
On September 28, 2016, I accessed www.talkusion.com. I downloaded a copy of
copy of Talk Fusions Income Disclosure. A true and correct copy of Talk Fusions Income
Disclosure is attached hereto as Exhibit 1.
3.
On September 27, 2016, I accessed www.talkusion.com. Policies and Procedures
Effective May 12, 2016. A true and correct copy of Talk Fusions policies and Procedures Effective
May 12, 2016 is attached hereto as Exhibit 2.
4.
On
September
28,
2016,
accessed
https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_002540. I downloaded a copy of AAAs

Drafting Dispute Resolution Clauses PDF. A true and correct copy of the AAAs Dispute
Resolution Clauses PDF is attached hereto as Exhibit 3.
5.
Attached hereto as Exhibit 4, is a copy of Talk Fusion Inc.s Second Amended
Complaint and the Exhibits thereto, filed in the United States District Court, Middle District
of Florida, in the matter of: Talk Fusion Inc. v. J. J. Uldrich, et al., case no. 8:11CV 01134
EMCAEP. Plaintiff Talk Fusion filed a complaint pleading 9 counts, including claims for:
permanent injunction, breach of contract, tortious interference with a contractual relationship,
tortious interference in an advantageous business relationship, misappropriation of trade
secrets, unfair competition, conversion, and conspiracy, and sought damages and equitable
relief against former representatives.
6.
Attached hereto as Exhibit 5 is a true and correct copy of the Declaration of
Eric Einholtz in Support of Plaintiffs Opposition to Talk Fusion, Inc., Talk Fusion
International, Inc., Robert Reinas, and Mane World Promotion, Inc.s Motions to Dismiss.
7.
Attached hereto as Exhibit 6, is a true and correct copy of: Talk Fusions Reply
to Plaintiffs Opposition to Motion to Transfer Venue, from the matter Julie Campagna v. Talk
Fusion Inc., et al., case no. 2:15CV00090RFB-CWH. Talk Fusion makes the following
statement concerning the scope of the arbitration provision: if there might be other types of
hypothetical claims that are too remote to be included within the scope of the forum selection
clause (possibly such as personal injury claims), and those claims would no doubt be excluded
from the scope of the forum selection clause.
8.
Attached hereto as Exhibit 7 is a true and correct copy of the Memorandum
Opinion & Order denying Defendant Fortune Hi-Tech Marketings Motion to Compel
arbitration and dismiss or stay all proceedings dated September 24, 2012 in the matter Wallace
v. Fortune Hi-Tech Marketing, Inc. 2012 WL 4364086 (2012, E.D KY).
9.
On September 27, 2016, I contacted the American Arbitration Association
branch office located in Miami, Florida. I was informed by AAA that AAA does not have a
location in Hillsborough County, Florida and that AAAs only location for Plaintiffs type of
arbitration is in Miami, Florida. I was also informed that it will cost me an initial fee of $7,000
and a final fee of $7,000 (which is refundable, if the matter is not tried.) to arbitrate the current
action (assuming the value of the case is between $5 to $10 million), or possibly more, if the
amount exceeds $10 million.
10.
I was also informed that a AAA associated arbitrator in the Florida area routinely
charges between $250 and $500 an hour for his or her time, but on average they charge $300.
11.
I was also informed that since the AAA does not have an office in Hillsborough
County, Florida, that Plaintiff will have to rent a room in an office or have the arbitration
administered in another lawyers office, if they are willing.
12.
On or about September 26, 2016, I received an email form an individual who stated
that he was French citizen living and working in Indonesia for the last 10 years. In the email, the
individual raises concerns that Talk Fusion may be a scam and a pyramid scheme. A redacted true
and correct copy of the email string between the individual and myself is attached hereto as Exhibit
13.
I declare under penalty of perjury under the laws of the United States that the
foregoing is true and correct. Executed this September 28, 2016, at San Diego California.
/s Geoff J. Spreter
Exhibit 1
Exhibit 1
% OF
ASSOCIATES
60.25%
14.65%
14.69%
4%
2.85%
2.11%
RANGE
(In USD)
No Earnings
$0.01 - $50.00
$50.01 - $250.00
$250.01 - $500.00
$500.01 - $1,000.00
$1,000.01 - $2,500.00
12.55
9.62
7.96
5.63
5.04
3.97
AVG &
MEDIAN #
MO IN THE
BUSINESS
$20,000.01 - $30,000.00
$15,000.01 - $20,000.00
$10,000.01 - $15,000.00
$7,500.01 - $10,000.00
$5,000.01 - $7,500.00
$2,500.01 - $5,000.00
RANGE
(In USD)
0.05%
0.05%
0.11%
0.11%
0.23%
.74%
% OF
ASSOCIATES
31.5
28.94
14.98
22.53
20.26
16.27
AVG &
MEDIAN #
MO IN THE
BUSINESS
RANGE
(In USD)
$200,000.01 +
$150,000.01 - $200,000.00
$100,000.01 - $150,000.00
$75,000.01 - $100,000.00
$50,000.01 - $75,000.00
$30,000.01 - $50,000.00
2015 Income Ranges of ALL Associates
INCOME DISCLOSURE STATEMENT
0.012%
0.004%
0.009%
0.007%
0.02%
0.04%
% OF
ASSOCIATES
52.71
45.66
45.89
44.45
42.52
34.63
AVG &
MEDIAN #
MO IN THE
BUSINESS
Exhibit 2
9/27/2016
Talk Fusion

Effective May 16, 2016

These Policies and Procedures, in their present form and as amended at the sole discretion of Talk Fusion,
Inc (hereafter ''Talk Fusion" or the "Company''), are incorporated into the Talk Fusion Independent Associate
Agreement. Throughout these Policies, when the term "Agreement" is used, it collectively refers to the Talk
Plan. Independent Associates shall be referred to herein as "Associates." The Company reserves the right to
amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication
of the amended provisions in the Associate's Back-Office, but amended policies shall not apply retroactively
to conduct that occurred prior to the effective date of the amendment. An Associate may cancel his/her
Talk Fusion Business at any time pursuant to Section 32 of these policies.

If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only
the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the
remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in
compliance with the law and reflects the purpose of the original provision as closely as possible. The
existence of any claim or course of action of an Associate against Talk Fusion shall not constitute a defense
to Talk Fusion's enforcement of any term or provision of the Agreement.

Associates ("Associate") must renew their Independent Associate Agreement each year. Associates will be
reminded of their upcoming renewal through their Back-Offices. At that time, Associates may elect to
cancel their business. If an Associate does not cancel, his or her business will be automatically renewed
and the renewal fee will be charged to the credit card he/she has on file with the Company. Annual renewal
fees are optional in North Dakota.

material used for Talk Fusion business purposes, Associates must represent themselves as a ''Talk Fusion
Independent Associate." In verbal conversations with prospective Associates and Customers, Associates
must likewise introduce themselves as an "Independent Talk Fusion Associate." Associates shall not lead
anyone to believe that they are employees of Talk Fusion.
5. General Conduct.
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Talk Fusion
Associates shall safeguard and promote the good reputation of Talk Fusion and its products, and must
avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high
moral character in their personal and professional conduct. Associates shall not engage in any conduct that
may damage the Company's goodwill or reputation. While it is impossible to specify all misconduct that
would be contrary to this policy, and the following list is not a limitation on the standards of conduct to
which Associates must adhere pursuant to this policy, the following standards specifically apply to
Associates' activities:
Deceptive conduct is always prohibited . Associates must ensure that their statements are truthful,
fair, accurate, and are not misleading;
If an Associate's Talk Fusion business is cancelled for any reason, the Associate must discontinue
using the Talk Fusion name, and all other Talk Fusion intellectual property, and all derivatives of such
Associates may not represent or imply that any state or federal government official, agency, or body
has approved or endorses Talk Fusion, its program, or products.
Associates must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in the
course of their business or their personal lives that, in the Company's sole discretion, could damage
the Company's reputation or the culture that exists within the field sales force.
6. Social Media.
social media in connection with their Talk Fusion business, including but not limited to biogs, Facebook,
Associates are responsible for the content of all material that they produce and all of their postings
on any social media site, as well as all postings on any social media site that they own, operate, or
control.
Associates may not make any social media postings, or link to or from any postings or other material
that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful,
defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion,
gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any
unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in
violation of any intellectual property rights of the Company or any third party.
enrollments, a social media site must link only to the Associate's Talk Fusion replicated website, Talk
Fusion's corporate website or an official Talk Fusion corporate social media page.
It is each Associate's responsibility to follow the social media site's terms of use.
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Talk Fusion
Any social media site that is directly or indirectly operated or controlled by an Associate that is used
to discuss or promote Talk Fusion's products, or the Talk Fusion opportunity may not link to any
website, social media site, or site of any other nature that promotes the products, services, or
business program of any direct selling company other than Talk Fusion.
During the term of this Agreement and for a period of 12 calendar months thereafter, an Associate
may not use any social media site on which they discuss or promote, or have discussed or promoted,
the Talk Fusion business or Talk Fusion's products to directly or indirectly solicit Talk Fusion
Associates for another direct selling or network marketing program (collectively, "direct selling"). In
furtherance of this provision, an Associate shall not take any action on any social media site that may
reasonably be foreseen to draw an inquiry from other Associates relating to the Associate's other
direct selling business activities. Violation of this provision shall constitute a violation of the
nonsolicitation provision in Policy 18.
If an Associate creates a business page on any social media site to promote or relates to Talk Fusion,
its products, or opportunity, the page may not promote or advertise the products or opportunity of
any other network marketing business other than Talk Fusion and its products. If the Associate's Talk
Fusion business is cancelled for any reason or if the Associate becomes inactive, the Associate must
Associates must use only Talk Fusion approved sales aids, advertising, promotional materials, and
marketing methods (collectively "Sales Tools") when promoting the Talk Fusion business or Talk Fusion's
products or services. These materials are available in the Document Library of Associate's Back-Office.

The name ''Talk Fusion" and other names as may be adopted by the Company are proprietary trade names,
trademarks and trade names in promotional media for so long as the Associate's Agreement is in effect.
Upon cancellation of an Associate's Agreement for any reason, the license shall expire and the Associate
shall immediately discontinue all use of the Company's trademarks and trade names. Under no
circumstances may an Associate use any of Talk Fusion's trademarks or trade names in any email address,
website domain name, social media handle, social media name or address.
Talk Fusion commonly puts on live and recorded events as well as webinars and telephone conference
calls. During these events Company executives, Associates, and guests appear and speak. The content of
such events is copyrighted material that is owned exclusively by the Company. Associates may not record
company functions for any reason, whether such event is live, a webinar, via conference call, or delivered
through any other medium.
Company's prior written approval.
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Talk Fusion

Associates may not create their own websites to promote their Talk Fusion business or Talk Fusion's
products and services. Official Talk Fusion supplied Replicated Websites are the only online forum through
which Talk Fusion products may be sold and new Talk Fusion Associate enrollments may be transacted.
1O. Retail Outlets.

To support the Company's direct selling method of distribution and to protect the independent contractor
other way promote the Talk Fusion opportunity or products in any retail, wholesale, warehouse, or
discount establishment. Notwithstanding the foregoing, Associates may display and sell Talk Fusion
promotional literature at professional trade shows.

his/her Talk Fusion business in writing and remaining inactive for six (6) full calendar months. Following the
six calendar month period of inactivity, the former Associate may reapply under a new sponsor. The
Associate will lose all rights to his/her former down line organization upon his/her cancellation.

exclusive right to determine the final disposition of the down line organization that was developed by the
Associate in his/her second line of sponsorship. ASSOCIATES WAIVE ANY AND ALL CLAIMS AGAINST TALK
FUSION, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM
TALK FUSION'S DECISION REGARDING THE DISPOSITION OF ANY DOWN LINE ORGANIZATION THAT
DEVELOPS BELOW AN ASSOCIATE WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.
13. Product Claims.
Fusion's products that are not contained in official Talk Fusion literature or posted on Talk Fusion's official
website.

must not overstate the income potential, must never represent that successor income is assured to those
who join as Talk Fusion Independent Associates.

provide the prospect(s) with the most current version of Talk Fusion's Income Disclosure Statement (the
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"IDS"). The IDS can be downloaded from Associate's Back-Offices. During the presentation, the Associate
presentation, one of the slides or pages of the presentation must contain the current IDS, and there may
be no other graphics or text on the slide or presentation page. The presenting Associate must thoroughly
discuss the IDS with the audience.

When presenting or discussing the Talk Fusion Compensation Plan, you must make it clear to prospects
that financial success in Talk Fusion requires commitment, effort, and sales skill. Conversely, you must
never represent that one can be successful without diligently applying themselves. Examples of
misrepresentations in this area include, but are not limited to:
It's a turnkey system.

Just join and I'll build your down line for you.
You don't have to sell anything.
The above are just examples of improper representations about the Compensation Plan and the
Company's program. It is important that you do not make these, or any other representations, that could
lead a prospect to believe that they can be successful as an Associate without commitment, effort, and
sales skill.

Associates must not interact with the media regarding the Talk Fusion business or products. All inquiries
from the media, including radio, television, print, online, or any other medium, shall be directed to Talk
Fusion's marketing department.
Talk Fusion Associates are free to participate in other network marketing programs. However, during the
term of this Agreement and for one year thereafter, with the exception of an Associate's personally
sponsored downline Associates, an Associate may not directly or indirectly Recruit other Talk Fusion
Associates for any other network marketing business. The term "Recruit" means the direct or indirect,
actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any
other way, another Talk Fusion Associate to enroll or participate in another network marketing
opportunity. Conduct constitutes recruiting even if the Associate's actions are in response to an inquiry
made by another Associate or Customer.
responsibility of the Associate to ensure that his or her Talk Fusion business is operated entirely separate
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and apart from all other businesses and/or Network Marketing programs. To this end, the Associate must
not:
Offer, discuss, or display any non-Talk Fusion opportunity, products, services or opportunity at any
Talk Fusion related meeting, seminar, convention, webinar, teleconference, or other function.
which there is no adequate remedy at law, and the injury to Talk Fusion shall outweigh the potential injury
to Associate, and therefore Talk Fusion shall be entitled to emergency and permanent injunctive relief to
prevent further violations of this policy.

If you receive Personal Information from or about prospective Associates or Customers, it is your
responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of
others once you no longer need it. Personal Information is information that identifies, or permits you to
contact, an individual. It includes a Customer's, potential Customers, Associates and prospective Associates'
name, address, email address, phone number, credit card information, social security or tax identification
number and other information associated with these details.

"Confidential Information" includes, but is not limited to, the identities, contact information, and/or sales
information relating to Talk Fusion's Associates and/or Customers: (a) that is contained in or derived from
any Associates' respective Back-Office; (b) that is derived from any reports issued by Talk Fusion to
Associates to assist them in operating and managing their Talk Fusion business; and/or (c) to which an
Associate would not have access or would not have acquired but for his/her affiliation with Talk Fusion.
Confidential Information constitutes proprietary business trade secrets belonging exclusively to Talk Fusion
and is provided to Associates in strict confidence. Confidential Information shall not be directly or indirectly
disclosed to any third party nor used for any purpose other than Associate's use in building and managing
his/her Independent Talk Fusion business.
Any violation of this policy shall cause Talk Fusion irreparable harm for which there is no adequate remedy
at law. The parties further agree that the harm to Talk Fusion shall outweigh any harm to the Associate if
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accessible on the internet by the Customer. In addition, bonus buying is strictly prohibited. Bonus buying is
the purchase of products for any reason other than bona fide resale or use, or any mechanism or artifice
to qualify for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not
driven by bona fide product purchases by end user consumers for actual use.

The term "Business Entity'' shall mean any corporation, partnership, limited liability company, trust or other
entity that owns or operates a Talk Fusion independent business. The term "Affiliated Party'' shall mean any
engages in conduct that would be a violation of the Agreement, the conduct of the household family
member may be imputed to the Associate.

Associates must not disparage, demean, or make negative remarks to third parties or other Associates
about Talk Fusion, its owners, officers, directors, management, other Talk Fusion Associates, the Marketing
and Compensation Plan, or Talk Fusion's directors, officers, or employees. Disputes or disagreements
between any Associate and Talk Fusion shall be resolved through the dispute resolution process, and the
Company and Associates agree specifically not to demean, discredit, or criticize one another on the
Internet or any other public forum.

Talk Fusion's Compensation Plan pays up to 60% of total company Sales Volume in commissions and
Talk Fusion reserves the right to withhold or reduce any Associate's compensation as it deems necessary to
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Upon cancellation or termination of an Associate's Agreement, the Associate may return products and
Sales Tools that he or she personally purchased from Talk Fusion within 12 months prior to the date of
cancellation (the one year limitation shall not apply to residents of Maryland, Massachusetts, Wyoming and
Puerto Rico) so long as the goods are in currently marketable condition. Upon the Company's receipt of
returned goods and confirmation that they are in currently marketable condition, the Associate will be
reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be
refunded. If the purchases were made through a credit card, the refund will be credited back to the same
account. Goods are in "currently marketable condition" if they are unopened and unused and packaging
and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as
nonreturnable, closeout, discontinued, or as a seasonal item, or which has passed it commercially
reasonable usable or shelf-life, is not in currently marketable condition. The merchandise must be
returned within 30 days from the date of cancellation/termination. Back-Office and Replicated Website fees
are not refundable except as may be required under applicable state law.

Federal and state law requires that Associates notify their retail customers that they have three business
days (5 business days for Alaska residents, 15 days for North Dakota residents age 65 and over. Saturday is
a business day, Sundays and legal holidays are not business days) within which to cancel their initial
purchase and receive a full refund upon return of the products in substantially as good condition as when
they were delivered. Associates shall verbally inform their customers of this right.

and may return his or her sales kit within such time period and is entitled to a full refund for the sales kit
and for any other consideration he/she paid within such time period to participate in the program.

omission by an Associate that the Company reasonably believes may damage its reputation or goodwill,
may result in the suspension or termination of the Associate's Talk Fusion business, and/or any other
disciplinary measure that Talk Fusion deems appropriate to address the misconduct. In situations deemed
appropriate by Talk Fusion, the Company may institute legal proceedings for monetary and/or equitable
relief.
Associates agree to indemnify Talk Fusion for any and all costs, expenses, consumer reimbursements,
fines, sanctions, damages, settlements or payments of any other nature that Talk Fusion incurs resulting
from or relating to any act or omission by Associate that is illegal, fraudulent, deceptive, negligent,
unethical, or in violation of the Agreement. Talk Fusion may elect to exercise its indemnification rights
through withholding any compensation due the Associate. This right of setoff shall not constitute Talk
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Fusion's exclusive means of recovering or collecting funds due Talk Fusion pursuant to its right to
indemnification.

An Associate whose business is cancelled for any reason will lose all Associate rights, benefits and
privileges. This includes the right to represent yourself as an Independent Talk Fusion Associate, to sell Talk
Fusion products and services and the right to receive commissions, bonuses, or other income resulting
from his/her own sales and the sales and other activities of the Associate and the Associate's former
downline sales organization. There is no whole or partial refund for Associate Kit fees or renewal fees if an
Associate's business is cancelled.

his/her business through the Back-Office. The written notice must include the Associate's signature, printed
name, address, and Associate I.D. Number. If an Associate is also a product subscriber, the Associate's
product subscription shall continue unless the Associate also specifically requests that his or her
subscription also be canceled. An Associate may also voluntarily cancel his/her Talk Fusion business by
failing to renew the Agreement on its annual anniversary date, by withdrawing consent to contract
electronically.
If any Independent Associate or Customer is unsatisfied with an initial Product Package purchase, Talk
Fusion offers a 100% three (3) day money-back guarantee (unless otherwise required by law) from the date
of purchase. Please note that $39.00 one-time Independent Associate Cost, Product Package upgrades,
wire transfer fees and sales and service taxes are non-refundable. Returns on the purchase price constitute
a purchaser's voluntary request to cancel. All refunds will be processed within 7 business days.
32. Cancellation for Inactivity.

If an Associate fails to earn a commission for six consecutive months, his/her Associate Agreement and
Talk Fusion business will be cancelled for inactivity. If an Associate also subscribes to the Company's
products, the Associate's monthly subscription shall continue unless the Associate also specifically requests
that his or her subscription also be canceled. The former Associate will then be classified as a retail
customer. If the former Associate wishes to re-enroll as an Associate, he or she must submit a new
application and will be placed at the bottom of the binary tree. Please note: Associates who have pre-paid
for their Monthly Plan for a minimum of 1 year will not be reclassified as a Customer through the term of
their prepayment.

Associates in good standing who wish to sell or transfer their business must receive Talk Fusion's prior
written approval before the business may be transferred. Requests to transfer a business must be
submitted in writing to support@talkfusion.com . It is within Talk Fusion's discretion whether to allow a
business sale or transfer, but such authorization shall not be unreasonably withheld. However, no business
that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless
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and until the disciplinary matter is resolved. Prior to transferring a business to a third party, the Associate
must offer Talk Fusion the right of first refusal to purchase the business on the same terms as negotiated
with a third party. The Company shall have ten days to exercise its right of first refusal.
34. Transfer Upon an Associate's Death.

(corporation, LLC, partnership, etc.), and Talk Fusion will transfer the business and issue commissions to
the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the
business must provide Talk Fusion with certified letters testamentary and written instructions of the
trustee of the estate, or an order of the court, that provides direction on the proper disposition of the
business. The beneficiary must also execute and submit to the Company a Talk Fusion Associate
Agreement within 30 days from the date on which the business is transferred by the estate to the
beneficiary or the business will be cancelled.

organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in
its entirety to one party. Talk Fusion will recognize as the owner of the business the former spouse to who
is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The
former spouse who receives the Talk Fusion business must also execute and submit a Talk Fusion
Associate Agreement within 30 days from the date on which the divorce becomes final or the business will
be cancelled.

organization. Consequently, in the event that a business entity that operates a Talk Fusion business
dissolves, the owners of the business entity must instruct the Company on the identity of the proper party
who is to receive the business. The Talk Fusion business must be awarded to a single individual or entity
that was previously recognized by the Company as an owner of the business entity; the Company cannot
divide the business among multiple parties or issue separate commission payments. If the business entity
wishes to sell or transfer its Talk Fusion business, it must do so pursuant to Policy 34. In addition, the
recipient of the Talk Fusion business must also execute and submit a Talk Fusion Associate Agreement to
the Company within 30 days from the date of the dissolution of the business entity or the Talk Fusion
business will be cancelled.

Associates must not induce, encourage, or assist another Associate to violate the Agreement in any
fashion.
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If an Associate believes there has been a mistake or discrepancy in his/her compensation, in the structure
or composition of his/her down line organization, or any other mistake by the Company that has impacted
his/her income, it is the Associate's responsibility to bring it to the Company's attention in writing no later
than 60 days from the date on which the error occurred. While Talk Fusion will use its best efforts to rectify
mistakes, the Company shall not be responsible for correcting errors, making changes, or making financial
remuneration for errors that are reported more than 60 days after the error occurs.

Associates may not sell Talk Fusion products in any international market, or conduct business activities of
any nature, in any foreign country that the Company has not announced is officially open for business.

The following comprehensive approach to dispute resolution shall apply to all disputes between Associates
and the Company:
Confidential Mediation. Subject to the exceptions in these policies, prior to bringing legal
action for disputes that arise from or relate to the Agreement or the Talk Fusion business, the
parties shall attempt in good faith to resolve the dispute through confidential non-binding
mediation. One individual who is mutually acceptable to the parties shall be appointed as
mediator. If the Parties cannot agree on a mediator within 30 days from the date on which the
complaining party submits a written request to the other party seeking mediation, the
complaining party shall request the American Arbitration Association ("AAA") to appoint a
mediator. The mediation shall occur within 90 days from the date on which the complaining
party submits a written request to the other party seeking mediation. The mediator's fees and
costs, as well as the costs of holding and conducting the mediation, shall be divided equally
between the parties. Each party shall pay its portion of the anticipated shared fees and costs at
least 1O days in advance of the mediation. Each party shall pay its own attorney's fees, costs,
and individual expenses associated with conducting and attending the mediation. Claims
seeking $15,000.00 or more shall be held with the parties and the mediator physically present
in the same location in Brandon, Florida and shall last no more than two business days unless
the parties agree otherwise. Claims for less than $15,000.00 may be held telephonically, but
may be held in person if the parties mutually agree to do so, and shall last no more than one
attorney in any mediation in which the claim is for less than $15,000.00. However, if one party
is an attorney acting on his/her/its own behalf, the other party shall have the right to be
represented by his/her/its attorney at the mediation as well.

resolved through mediation, any controversy or claim seeking $15,000.00 or more in damages
that arises out of or relates to the Agreement, the breach thereof, or the Talk Fusion business
shall be settled through binding confidential arbitration. The Parties waive rights to trial by jury
or to any court. The arbitration shall be filed with, and administered by, the American
Arbitration Association in accordance with the AAA's Commercial Arbitration Rules and
Mediation Procedures, which are available on the AAA:s website at www.adr.org. Copies of the
AAA:s Commercial Arbitration Rules and Mediation Procedures will also be emailed to
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Associates upon request to Talk Fusion's Customer Service Department. Notwithstanding the
rules of the AAA, unless otherwise stipulated by the Parties, the following shall apply to all
Arbitration actions:
The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil
Procedure;
The Federal Arbitration Act shall govern all matters relating to arbitration, including the
enforceability of this arbitration provision. The law of the State of Florida, without regard
to principles of conflicts of laws, shall govern all other matters relating to or arising from
the Agreement and the Talk Fusion business;
The arbitration hearing shall commence no later than 365 days from the date on which
the arbitrator is appointed, and shall last no more than five business days;
cannot agree on a suitable location, it will be held in the county in which the respondent to the
action resides (if an individual) or has its principal place of business (if a business entity). The
parties may select a mutually agreeable arbitrator. If the parties do not agree on an arbitrator
within 60 days from the date on which the arbitration is filed, the petitioner shall request that
the AAA appoint an arbitrator. Each party to the arbitration shall be responsible for its own
costs and expenses of arbitration, including legal and filing fees. 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 having jurisdiction over either of the parties. This agreement to arbitrate shall
survive the cancellation or termination of the Agreement.
The pleadings, the content of any pleadings, and exhibits to the pleadings, filed in any
arbitration proceeding;
The rulings of the arbitrator on the procedural and/or substantive issues involved in the
case.
confidentiality obligations under the mediation or arbitration policies, the nonbreaching party
shall incur significant damages to its reputation and goodwill that shall not be readily
calculable. Therefore, if a Party, its attorneys or agents breach the confidentiality provisions of
this policy, the nonbreaching Party shall be entitled to liquidated damages in the amount of
$25,000.00 per violation. Every disclosure of each allegation, pleading, claim or other
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prohibited disclosure shall constitute a separate violation. The Parties agree that this
liquidated damage amount is reasonable and waive all claims and defenses that it constitutes
a penalty. The confidentiality obligations in this dispute resolution policy shall not restrict a
party or its counsel acting in good faith from discussing a claim with an individual to determine
if he/she is a witness to the action and as necessary to elicit relevant testimony from the
witness} or from discussing or showing documentary or other evidence as necessary to
prepare the witness for testimony or to ascertain the extent of the witnesses knowledge of the
facts relevant to the case. However, neither party shall allow a witness or prospective to retain
copies of any documents, evidence, or pleadings related to the matter.
temporary restraining order, preliminary or permanent injunction, or other equitable
relief to safeguard and protect the party's intellectual property, trade secrets, and/or
confidential information, including but not limited to enforcement of its rights under the
Nonsolicitation provisions of the Agreement.
Claims for Damages Under $15,000.00. Claims seeking damages for less than $15,000.00
are not subject to the arbitration provisions of this Agreement. The prevailing party to
any litigation seeking damages for less than $15,000.00 shall be entitled to an award of
reasonable attorney fees and litigation expenses.
Small Claims. An Associate may seek remedies in small claims court for disputes or
claims within the scope of the jurisdiction of the small claims court in the jurisdiction in
which he/she resides, and need not engage in the mediation or arbitration process, so
long as the small claims action he/she files is the only forum in which the dispute is
pending.

e. Class Action Waiver. All disputes arising from or relating to the Agreement, or arising from or
relating to the Talk Fusion business, shall be brought and proceed on an individual basis. The
parties waive their rights to pursue any arbitration or lawsuit against the other party and/or
their respective owners, officers, directors and agents, on a class or consolidated basis.
f. Liquidated Damages. In any case which arises from or relates to the wrongful termination of
an Associate's Agreement and/or independent business, the parties agree that damages will be
extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary
termination of an Associate's Agreement and/or loss of their independent business is proven
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and held to be wrongful under any theory of law, Associate's sole remedy shall be liquidated
damages calculated as follows:
pursuant to Talk Fusion's Compensation Plan in the twelve (12) months immediately
he/she earned pursuant to Talk Fusion's Compensation Plan in the eighteen (18) months
that he/she earned pursuant to Talk Fusion's Compensation Plan in the twenty-four (24)
Gross compensation shall include commissions and bonuses earned by the Associate pursuant
to Talk Fusion's Compensation Plan as well as retail profits earned by Associate for the sale of
Talk Fusion merchandise. However, retail profits must be substantiated by providing the
Company with true and accurate copies of fully and properly completed retail receipts
provided by Associate to customers at the time of the sale. The Parties agree that the
foregoing liquidated damage schedule is fair and reasonable.
An Associate's "Commission" rank is the rank or title at which they actually qualified to earn
this Policy, the relevant pay-period to determine an Associate's Commission Rank is the payperiod during which the Associate's business is placed on suspension or terminated, whichever
occurs first. The "Commission" rank differs from the "Recognition Rank," which is the highest
title or rank that an Associate has ever been paid under the Talk Fusion Compensation Plan.
g. Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all
claims for incidental and/or consequential damages, even if the other party has been apprised
of the likelihood of such damage. The parties further waive all claims to exemplary and
punitive damages.
from or relating to this Agreement or from the business relationship between the parties, that
is not subject to arbitration shall reside exclusively in Hillsborough County, State of Florida or
the United States District Court for the Middle District of Florida (Tampa Division). The law of
the State of Florida shall govern actions brought before a court.
above, residents of the State of Louisiana shall be entitled to bring an action in their home
forum and pursuant to Louisiana law.
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Exhibit 3
Drafting Dispute
Resolution Clauses
A Practical Guide
Available online at
adr.org
DRAFTING DISPUTE RESOLUTION CLAUSES 1
This Drafting Dispute Resolution Clauses - A Practical Guide is intended to

assist parties in drafting alternative dispute resolution (ADR) clauses for domestic
and international cases. This Guide has been updated to correspond with the
AAAs Commercial Arbitration Rules in effect on October 1, 2013. For a more
complete discussion of the international clauses, a Guide To Drafting Clauses
for International Cases may be found at www.icdr.org.
In addition to the suggested standard clauses and optional language, the AAA
has compiled a checklist of considerations for the drafter, as well as examples of
supplemental language which go beyond the basic clauses. Useful commentary
that helps to identify points of interest is provided throughout the Guide.
Parties with questions regarding drafting an AAA clause should contact their local
AAA/ICDR office or visit the AAAs clause drafting tool www.clausebuilder.org.
Contact information for AAA offices is listed on the AAAs website, www.adr.org.
A PRACTICAL GUIDE
American Arbitration Association
Table of Contents
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
I. A Checklist for the Drafter of ADR Clauses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
II. Major Features of Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
A Written Agreement to Resolve Disputes by the Use of Impartial Arbitration . . . . . . . 8
Informal Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Impartial and Knowledgeable Neutrals to Serve as Arbitrators. . . . . . . . . . . . . . . . . . . . 8
Final and Binding Awards that are Enforceable in a Court. . . . . . . . . . . . . . . . . . . . . . . . 8
III. Clauses Approved by the AAA for General Commercial Use. . . . . . . . . . . . . . . . . 10

Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Negotiation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2
Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2
Large, Complex Cases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
IV. Clauses for Use in Specific Contexts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

A. Clauses for Use in International Disputes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
B. Clauses for Use in Construction Disputes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
C. Clauses for Use in Employment Disputes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
D. Clauses for Use in Patent Disputes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
V. Other Provisions That Might be Considered. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

A. Specifying a Method of Selection and the Number of Arbitrators . . . . . . . . . . . . . . . 22
B. Arbitrator Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
C. Locale Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
D. Language . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
E. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
F. Conditions Precedent to Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
G. Preliminary Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
H. Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
I. Document Discovery. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
J. Depositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
K. Duration of Arbitration Proceeding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

L. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
M. Baseball Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
N. Arbitration Within Monetary Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
O. Assessment of Attorneys Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
P. Reasoned Opinion Accompanying the Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Q. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
R. Appeal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
S. Mediation-Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
T. Statute of Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
U. Dispute Resolution Boards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
V. Mass Torts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Conclusion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
A PRACTICAL GUIDE
Drafting Dispute Resolution Clauses

A Practical Guide
Introduction
Millions of business contracts provide for mediation and arbitration as ways of
resolving disputes. A large number of these contracts provide for administration
by the American Arbitration Association (AAA), a public-service, not-for-profit
organization offering a broad range of conflict management procedures.
The agreement to arbitrate or mediate can empower the parties with a great
deal of controlover the process and the arbitrator who hears the case, or the
mediator who assists the parties in settlement efforts. A well-constructed AAA
dispute resolution clause can provide certainty by defining the process prior
to a dispute, after which agreement becomes more problematic. This Guide is
designed to assist drafters in constructing basic clauses for negotiation, mediation,
and arbitration, as well as more comprehensive clauses that address a variety
of issues.
The first section of this booklet contains a brief checklist of some of the more
important elements a practitioner should keep in mind when drafting or adopting
any dispute resolution clause, no matter how basic. The second section describes
the major features of arbitration. The third section provides a series of clauses
that the AAA feels are appropriate for use in a general commercial setting and
which meet different needs and concerns in such a context. The fourth section
contains a series of clauses that the AAA deems appropriate for use in the
particular contexts of international disputes, construction disputes, employment
disputes, and patent disputes. The final section consists of examples of
supplemental language which go beyond the basic dispute resolution clauses in
Sections III and IV. While the AAA does not necessarily recommend such expanded
provisions, it recognizes that such additions are used from time to time to meet
specific wishes or needs of the parties. Explanatory text sets forth factors one
might take into account when considering whether to include such supplemental
language.
AAA services are available through offices located in major cities throughout
the United States, in addition to Mexico, Singapore, and Bahrain, as well as
through arrangements with other institutions worldwide. Hearings may be held
at locations convenient for the parties and AAA offices in most major cities offer
hearing rooms. In addition, the AAA provides education and training, produces
specialized publications and conducts research on out-of-court dispute
settlement. Typically, the parties agreement to mediate or arbitrate is contained
in a future-disputes clause in their contract; the clause may provide that any
disagreement will be resolved by AAA Administration under the mediation or
arbitration rules of the American Arbitration Association.
The American Arbitration Association is known for the high quality of its panels
of mediators and arbitrators, including a Large, Complex Case Panel. A special
AAA international center, the International Centre for Dispute Resolution,
administers cases around the globe and anywhere in the U.S.
A PRACTICAL GUIDE
I. A Checklist for the Drafter of ADR Clauses

Drafting clear, unambiguous clauses contributes to the efficiency of the ADR
process. For example, arbitration agreements require a clear intent to arbitrate.
It is not enough to state that disputes arising under the agreement shall be
settled by arbitration. While that language indicates the parties intention to
arbitrate and may authorize a court to enforce the clause, it leaves many issues
unresolved. Issues such as when, where, how and before whom a dispute will be
arbitrated are subject to disagreement once a controversy has arisen, with no
way to resolve them except to go to court.
Some of the more important elements a practitioner should keep in mind when
drafting, adopting or recommending a dispute resolution clause follow.
> The clause might cover all disputes that may arise, or only certain types.
> It could specify only arbitration which yields a binding decision or also provide an

opportunity for non-binding negotiation or mediation.
> The arbitration clause should be signed by as many potential parties to a future

dispute as possible.
> To be fully effective, entry of judgment language in domestic cases is important.
> It is normally a good idea to state whether a panel of one or three arbitrator(s) is to

be selected, and to include the place where the arbitration will occur.
> If the contract includes a general choice of law clause, it may govern the arbitration

proceeding. The consequences should be considered.
>

Consideration should be given to incorporating the AAAs Procedures for Large,

Complex Commercial Disputes for potentially substantial or complicated cases. For
smaller, simpler cases the drafter may want to call for the Expedited Procedures
that limit the extent of the process.
>

The drafter should keep in mind that the AAA has specialized rules for arbitration
in the construction, patent, payor provider (healthcare), and certain other fields. If
anticipated disputes fall into any of these areas, the specialized rules should be
considered for incorporation in the arbitration clause. A panel with specialized
subject matter expertise and an experienced AAA administrative staff manages
the processing of cases under AAA rules.
>

The parties are free to customize and refine the basic arbitration procedures to
meet their particular needs. If the parties agree on a procedure that conflicts with
otherwise applicable AAA rules, the AAA will almost always respect the wishes
of the parties.
II. Major Features of Arbitration

Arbitration is a private, informal process by which all parties agree, in writing,
to submit their disputes to one or more impartial persons authorized to resolve
the controversy by rendering a final and binding decision called an Award.
Arbitration is used for a wide variety of disputes from commercial disagreements
involving construction and real estate, financial services, healthcare providers,
computers or intellectual property and life sciences (to name just a few), to
insurance claims and labor-union grievances. When an agreement to arbitrate
is included in a contract, it can serve to expedite peaceful settlement without the
necessity of going through the arbitration. Arbitration clauses can act as a form
of insurance against loss of good will and business relationships.
The major features of arbitration are:
1. A Written Agreement to Resolve Disputes by the Use of Impartial Arbitration.

Such a provision may be inserted in a contract for resolution of future disputes or may

be an agreement to submit to arbitration an existing dispute.
2.

Informal Procedures.
Under the AAA rules, the procedure is efficient and straightforward: courtroom rules
of evidence are not strictly applicable; there usually is no motion practice or formal
discovery; and there is no requirement for transcripts of the proceedings or for written
opinions of the arbitrators. Though there is often little formal discovery, the AAAs
various commercial rules allow the arbitrator to require production of relevant
information and documents. The AAAs rules are flexible and may be varied by mutual
agreement of the parties.
3.

Impartial and Knowledgeable Neutrals to Serve as Arbitrators.

Arbitrators are selected for specific cases because of their knowledge of the subject
matter. Based on that experience, arbitrators can render an award grounded on
thoughtful and informed analysis.
4. Final and Binding Awards that are Enforceable in a Court.

Court intervention and review is limited by applicable state or federal arbitration

laws and award enforcement is facilitated by those same laws.
During its many years of existence, the AAA has refined its standard arbitration
clause. That clause, when linked to AAA case management, offers the parties a
simple, time-tested means of resolving disputes. Occasionally, parties or their
counsel desire additional provisions. This booklet has been prepared as a
general guide for drafting dispute resolution clauses. It contains examples of
clauses and portions of clauses that have been used by parties in cases filed
with the AAA. Readers should feel free to contact their local AAA office for
further information.
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A PRACTICAL GUIDE
The AAAs Commercial Arbitration Rules and Mediation Procedures provide for
a streamlined, cost-effective arbitration process, and include a mediation step
(subject to the authority of any party to unilaterally opt-out) for cases with claims
greater than $75,000; access to dispositive motions; greater clarity concerning
the exchange of information between the parties; the inclusion of emergency
relief to allow for temporary injunctions; an increased emphasis on arbitrators
effectively managing the process with additional tools, authority and specific
enforcement powers; and the right for parties to seek sanctions for abusive
conduct and for arbitrators to deal with non-paying parties.
III. Clauses Approved by the AAA for General Commercial Use

Arbitration
The standard arbitration clause suggested by the American Arbitration
Association addresses many basic drafting questions by incorporating AAA rules.
This simple approach has proven highly effective in hundreds of thousands of
disputes. Additional language, which parties may wish to add in specific contexts,
is discussed in Section IV of this booklet.
If the parties wish, standard clauses also may be used for negotiation and
mediation. There are also standard clauses for use in large, complex cases.
The parties can provide for arbitration of future disputes by inserting the
following clause into their contracts (the language in the brackets suggests
possible alternatives or additions).
STD 1

Any controversy or claim arising out of or relating to this contract, or

the breach thereof, shall be settled by arbitration administered by the
American Arbitration Association in accordance with its Commercial
[or other] Arbitration Rules, and judgment on the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof.
Arbitration of existing disputes may be accomplished by use of the following.

STD 2

We, the undersigned parties, hereby agree to submit to arbitration

administered by the American Arbitration Association under its
Commercial [or other] Arbitration Rules the following controversy:
[describe briefly]. We further agree that a judgment of any court having
jurisdiction may be entered upon the award.
The preceding clauses, which refer to the time-tested rules of the AAA, have
consistently received judicial support. The standard clause is often the best to
include in a contract. By invoking the AAAs rules, such a clause meets the
following requirements of an effective arbitration clause:
> It makes clear that all disputes are arbitrable. Thus, it minimizes dilatory court

actions to avoid the arbitration process.
> It is self-enforcing. Arbitration can continue despite an objection from a party, unless

the proceedings are stayed by court order or by agreement of the parties.
> It provides a complete set of rules and procedures. This eliminates the need to

spell out dozens of procedural matters in the parties agreement.
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A PRACTICAL GUIDE
> It provides for the selection of a specialized, impartial panel. Arbitrators are selected

by the parties from a screened and trained pool of available experts. Under the AAA

rules, a procedure is available to disqualify an arbitrator for bias.
> It settles disputes over the locale of proceedings. When the parties disagree, locale

determinations are made by the AAA as the administrator, precluding the need for

intervention by a court.
>

It makes possible administrative conferences. If the clause incorporates the

AAA commercial, construction industry or related arbitration rules, an administrative
conference with the parties representatives and AAA case management to expedite
the arbitration proceedings is available when appropriate.
>

It makes available preliminary hearings in all but the simplest cases and provides
arbitrators with a checklist of items to be discussed at the conference if the clause
provides for AAA Commercial Rules. A preliminary hearing can be arranged in cases
of any size to specify the issues to be resolved, clarify claims and counterclaims,
provide for a pre-hearing exchange of information, and consider other matters
that will expedite the arbitration proceedings.
>

It also makes mediation available. The AAA Commercial Arbitration Rules and
Mediation Procedures require parties to mediate or opt-out of the process. If the
clause provides for any of the AAAs various commercial arbitration rules, mediation
conferences can be arranged to facilitate a voluntary settlement, without additional
administrative cost to the parties.
> It establishes time limits to ensure prompt resolution for all disputes. An additional

feature of the various AAA rules is a special expedited procedure, which may be used

to resolve smaller claims and other disputes that need more speedy resolutions.
> It provides for AAA administrative assistance to the arbitrator and the parties.

To protect neutrality and avoid unilateral contact, most rules provide for the AAA

to channel communications between the parties and the arbitrator. An AAA case

manager may also provide guidance to help ensure the prompt conclusion of a
proceeding.
>

It establishes a procedure for serving notices. Depending on the rules used and the
type of the case, notices may be served by regular mail, addressed to the party or its
representative at the last known address. Under the rules, the AAA and the parties
may use facsimile transmission or other written forms of electronic communication
to give the notices required by the rules.
>

Unless otherwise provided, it gives the arbitrator the power to decide matters
equitably and to fashion appropriate relief. The AAA commercial rules allow the
arbitrator to grant any remedy or relief that the arbitrator deems just and equitable
and within the scope of the agreement of the parties, including specific performance.
> It allows ex parte hearings. A hearing may be held in the absence of a party who has

been given due notice. Thus, a party cannot avoid an award by refusing to appear.
> It provides for enforcement of the award. The award can be enforced in any court

having jurisdiction, with only limited statutory grounds for resisting the award. If, in

a domestic transaction, as distinguished from an international one, the parties desire
that the arbitration clause be final, binding and enforceable, it is essential that the
clause contain an entry of judgment provision such as that found in the standard
arbitration clause (and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof).
Negotiation
The parties may wish to attempt to resolve their disputes through negotiation
prior to arbitration. A sample clause which provides for negotiation follows.
NEG 1

In the event of any dispute, claim, question, or disagreement arising

from or relating to this agreement or the breach thereof, the parties
hereto shall use their best efforts to settle the dispute, claim, question, or
disagreement. To this effect, they shall consult and negotiate with each
other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If they do
not reach such solution within a period of 60 days, then, upon notice
by either party to the other, all disputes, claims, questions, or differences
shall be finally settled by arbitration administered by the American
Arbitration Association in accordance with the provisions of its
Commercial Arbitration Rules.
Mediation
The parties may wish to attempt mediation before submitting their dispute
to arbitration. This can be accomplished by agreeing to mediation, a voluntary
process that may be entered into either by a standalone agreement or
incorporated into an arbitration clause as a first step and may be terminated
at any time by either party.
The AAA Commercial Rules call for mediation to take place as part of the
arbitration with parties given the choice to unilaterally opt out of the mediation
step. Parties may desire to customize their mediation step in their agreement.
Example Mediation 1 can be used for a customized clause and example
Mediation 2 can be used to submit a dispute to mediation.
MED 1

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A PRACTICAL GUIDE
If a dispute arises out of or relates to this contract, or the breach

thereof, and if the dispute cannot be settled through negotiation, the
parties agree first to try in good faith to settle the dispute by mediation
Commercial Mediation Procedures before resorting to arbitration,
litigation, or some other dispute resolution procedure.
MED 2

The parties hereby submit the following dispute to mediation

Commercial Mediation Procedures [the clause may also provide
for the qualifications of the mediator(s), the method for allocating
fees and expenses, the locale of meetings, time limits, or any
other item of concern to the parties].
An AAA administrator can assist the parties regarding selection of the mediator,
scheduling, pre-mediation information exchange and attendance of appropriate
parties at the mediation conference.
It is prudent to include time limits on steps prior to arbitration. Under a broad
arbitration clause, the question of whether a claim has been asserted within an
applicable time limit is generally regarded as an arbitrable issue, suitable for
resolution by the arbitrator.
Large, Complex Cases
The large, complex case framework offered by the AAA is designed primarily
for business disputes involving claims of at least $500,000, although parties are
free to provide for use of the LCC Rules in other disputes. The key elements
of the program are (1) selection of arbitrators who satisfy rigorous criteria to
insure that the panel is an extremely select one; (2) training, orientation, and
coordination of those arbitrators in a manner designed to facilitate the program;
(3) establishment of procedures for administration of those cases that elect to
be included in the program; (4) flexibility of those procedures so that parties can
more speedily and efficiently resolve their disputes; and (5) administration of
large, complex cases by specially trained, experienced AAA staff.
The procedures provide for an early administrative conference with the AAA,
and a preliminary hearing with the arbitrators. Documentary exchanges and
other essential exchanges of information are facilitated. The procedures also
provide that a statement of reasons may accompany the award, if requested
by the parties. The procedures are meant to supplement the applicable rules
that the parties have agreed to use. They include the possibility of the use of
mediation to resolve some or all issues at an early stage.
The parties can provide for future application of the procedures by including the
following arbitration clause in their contract.
LCCP 1

Any controversy or claim arising from or relating to this contract or

the breach thereof shall be settled by arbitration administered by the
American Arbitration Association under its [applicable] Procedures for
Large, Complex Commercial Disputes, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
A pending dispute can be referred to the program by the completion of a

Submission to Dispute Resolution form if the underlying contract documents
do not provide for AAA administration.
LCCP 2

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A PRACTICAL GUIDE

[applicable] Procedures for Large, Complex Commercial Disputes
the following controversy [describe briefly]. Judgment of any court
having jurisdiction may be entered on the award.
IV. Clauses for Use in Specific Contexts

The following clauses, which also can provide for periods of negotiation and/or
mediation prior to arbitration, may be considered for use in specific contexts.
The checklist of considerations in Section I above also should be consulted.
A. Clauses for Use in International Disputes
The International Centre for Dispute Resolution (ICDR), the international division
of the American Arbitration Association, administers international commercial
cases under various arbitration rules worldwide. The ICDR administers cases under
its own International Dispute Resolution Procedures, various AAA rules, the
Commercial Arbitration and Mediation Center for the Americas (CAMCA) Rules,
the Rules of the Inter-American Commercial Arbitration Commission (IACAC)
and the UNCITRAL Arbitration Rules. Under Article 1 of the International
Arbitration Rules, parties may designate either the ICDR or the AAA in the
arbitration clause for the purposes of naming an administrative agency and
conferring proper jurisdiction to the ICDR or the AAA. Following are samples
of arbitration clauses pertinent to international disputes.
INTL 1

Any controversy or claim arising out of or relating to this contract shall be

determined by arbitration in accordance with the International Arbitration
Rules of the International Centre for Dispute Resolution.
INTL 2

Any dispute, controversy, or claim arising out of or relating to this

contract, or the breach thereof, shall be finally settled by arbitration
administered by the Commercial Arbitration and Mediation Center
for the Americas in accordance with its rules, and judgment on the
award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof.
INTL 3
Any dispute, controversy, or claim arising from or relating to this contract,

or the breach, termination, or invalidity thereof, shall be settled by

arbitration in accordance with the Rules of Procedure of the Inter-American

Commercial Arbitration Commission in effect on the date of this
agreement.
INTL 4

Any dispute, controversy, or claim arising out of or relating to this

contract, or the breach, termination, or invalidity thereof, shall be settled
by arbitration under the UNCITRAL Arbitration Rules in effect on the date
of this contract. The appointing authority shall be the International Centre
for Dispute Resolution. The case shall be administered by the International
Centre for Dispute Resolution under its Procedures for Cases under the
UNCITRAL Arbitration Rules.
The parties should consider adding a requirement regarding the number of

arbitrators appointed to the dispute and designating the place and language
of the arbitration. The parties may also submit an international dispute under
the AAAs commercial and other specialized arbitration rules. Those procedures
do not supersede any provision of the applicable rules but merely codify various
procedures customarily used in international arbitration. Included among them
are provisions specifying the neutrality of arbitrators, consecutive hearing days,
the language of hearings, and opinions. The thrust of the procedures is to
expedite international proceedings and keep them as economical as possible.
For strategic or long-term commercial international contracts, the parties may
wish to provide a step dispute resolution process encouraging negotiated
solutions, or mediation in advance of arbitration or litigation. A model step
clause and mediation clause follow.
INTL 5

In the event of any controversy or claim arising out of or relating to

this contract, the parties hereto shall consult and negotiate with each
other and, recognizing their mutual interests, attempt to reach a solution
satisfactory to both parties. If they do not reach settlement within a
period of 60 days, then either party may, by notice to the other party
and the International Centre for Dispute Resolution, demand mediation
under the International Mediation Procedures of the International Centre
for Dispute Resolution. If settlement is not reached within 60 days after
service of a written demand for mediation, any unresolved controversy
or claim arising out of or relating to this contract shall be settled by
arbitration in accordance with the International Arbitration Rules of the
International Centre for Dispute Resolution.
INTL 6

In the event of any controversy or claim arising out of or relating to this

contract, the parties hereto agree first to try and settle the dispute by
mediation administered by the International Centre for Dispute Resolution
under its rules before resorting to arbitration, litigation, or some other
dispute resolution technique.
Usually, the effective management of time and expense in arbitration is best left in
the hands of experienced case managers and arbitrators. Occasionally, however,
parties wish to ensure that matters are resolved in a minimum of time and without
recourse to the expense and time necessitated by common law methods of
pre-hearing information exchange. The clauses that follow limit the time frame
of arbitration (clauses presented in the alternative) and the amount of pre-hearing
information exchange available to the parties. One word of caution: once entered
into, these clauses will limit the arbitrators authority to mold the process to the
specific dictates of the case.
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A PRACTICAL GUIDE
INTL 7

The award shall be rendered within nine months of the commencement of

the arbitration, unless such time limit is extended by the arbitrator.
Alternative
It is the intent of the Parties that, barring extraordinary circumstances,

arbitration proceedings will be concluded within 60 days from the date
the arbitrator(s) are appointed. The arbitral tribunal may extend this
time limit in the interests of justice. Failure to adhere to this time limit
shall not constitute a basis for challenging the award.
INTL 8

Consistent with the expedited nature of arbitration, pre-hearing

information exchange shall be limited to the reasonable production
of relevant, non-privileged documents, carried out expeditiously.
Enforcement of international awards is facilitated by the 1958 UN Convention on

the Recognition and Enforcement of Foreign Arbitral Awards (the New York
Convention), which has been ratified by approximately 150 nations, and
facilitated in this hemisphere by the Inter-American Convention on International
Commercial Arbitration (the Panama Convention).
B. Clauses for Use in Construction Disputes
The AAA Construction Industry Arbitration Rules and Mediation Procedures
are designed to expedite the dispute resolution process and help the AAA be
more responsive to the needs of the construction industry. The rules contain a
fast track arbitration system for cases involving claims of less than $75,000;
enhancements to the regular track rules; and a Large, Complex Construction
case track for use in cases involving claims of at least $500,000. The parties can
provide for arbitration of future disputes by inserting the following clause into
their contracts.
CONST 1


the breach thereof, shall be settled by arbitration administered by
the American Arbitration Association under its Construction Industry
Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
CONST 2


Construction Industry Arbitration Rules the following controversy:
(cite briefly). We further agree that the controversy be submitted
to (one) (three) arbitrator(s). We further agree that we will faithfully
observe this agreement and the rules, and that a judgment of any
court having jurisdiction may be entered on the award.
If parties wish to adopt mediation as part of their contractual dispute settlement

procedure, they can insert the following mediation clause in conjunction with
a standard arbitration provision, and may also provide that the requirement of
filing a notice of claim with respect to the dispute submitted to mediation shall
be suspended until the conclusion of the mediation process.
CONST 3


thereof, and if the dispute cannot be settled through negotiation,
the parties agree first to try in good faith to settle the dispute by
mediation administered by the American Arbitration Association under
its Construction Industry Mediation Procedures before resorting to
arbitration, litigation, or some other dispute resolution technique.
Parties also have the option of inserting a step mediation-arbitration clause into
their contracts. A dispute resolution hybrid, the clause provides first for mediation
and then, if the dispute is not resolved within a specified time frame, arbitration.
CONST 4

Any controversy or claim arising out of or relating to this contract or

breach thereof, shall be settled by mediation under the Construction
Industry Mediation Procedures of the American Arbitration Association.
If within 30 days after service of a written demand for mediation, the
mediation does not result in settlement of the dispute, then any
unresolved controversy or claim arising from or relating to this contract
or breach thereof shall be settled by arbitration administered by the
American Arbitration Association in accordance with its Construction
Industry Arbitration Rules and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
If the parties want to use a mediator to resolve an existing dispute, they can
enter into the following submission.
CONST 5


Construction Industry Mediation Procedures (the clause may also
provide for the qualifications of the mediator(s), method of
payment, locale of meetings, the tolling of the statute of limitations,
pre-arbitration step clause with time frames and any other item of
concern to the parties).
C. Clauses for Use in Employment Disputes

Conflicts which arise during the course of employment, such as wrongful
termination, sexual harassment and discrimination based on race, color, religion,
sex, national origin, age and disability, have redefined responsible corporate
18
A PRACTICAL GUIDE
practice and employee relations. The AAA therefore has developed special
rules called the Employment Arbitration Rules and Mediation Procedures. The
AAAs policy on employment ADR is guided by the state of existing law, as well
as its obligation to act in an impartial manner. In following the law, and in the
interest of providing an appropriate forum for the resolution of employment
disputes, the Association administers dispute resolution programs which meet
the due process standards as outlined in its Employment Arbitration Rules
and Mediation Procedures and the Due Process Protocol for Mediation and
Arbitration of Statutory Disputes Arising Out of the Employment Relationship.
If the Association determines that a dispute resolution program on its face
substantially and materially deviates from the minimum due process standards
of the Employment Arbitration Rules and Mediation Procedures and the
protocol, the Association will decline to administer cases under that program.
Other issues will be presented to the arbitrator for determination.
An employer intending to incorporate these rules or to refer to the dispute
resolution services of the AAA in an employment ADR plan, shall, at least 30
days prior to the planned effective date of the program, (1) notify and (2) provide
the Association with a copy of the employment dispute resolution plan. If an
employer does not comply with this requirement, the Association reserves the
right to decline its administrative services.
Parties can provide for arbitration of future disputes by inserting the following
clause into their employment contracts, personnel manuals or policy statements,
employment applications, or other agreements.
EMPL 1

Any controversy or claim arising out of or relating to this [employment

application; employment ADR program; employment contract] shall
be settled by arbitration administered by the American Arbitration
Association under its Employment Arbitration Rules and Mediation
Procedures and judgment upon the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.
Arbitration of existing disputes can be accomplished by use of the following

clause.
EMPL 2

We, the undersigned parties, hereby agree to submit to arbitration,

Employment Arbitration Rules and Mediation Procedures, the following
controversy: (describe briefly). We further agree that the above controversy
be submitted to (one) (three) arbitrator(s) selected from the roster of
arbitrators of the American Arbitration Association, and that a judgment
of any court having jurisdiction may be entered on the award.
Parties may agree to use mediation on an informal basis for selected disputes,
or mediation may be designated in a personnel manual as a step prior to
arbitration, litigation, or some other dispute resolution technique. If the parties
want to adopt mediation as a part of their contractual dispute-settlement
procedure, they can add the following mediation clause to their contract.
EMPL 3

If a dispute arises out of or relates to this [employment application;

employment ADR program; employment contract] or the breach
Employment Arbitration Rules and Mediation Procedures, before resorting
to arbitration, litigation, or some other dispute resolution procedure.
EMPL 4


Employment Arbitration Rules and Mediation Procedures (the clause
may also provide for the qualifications of the mediator(s), method
of payment, locale of meetings, and any other item of concern to
the parties).
D. Clauses for Use in Patent Disputes

The suitability of arbitration as a prompt and effective means of resolving
intellectual property disputes has been well recognized in recent years. Those
who use and support arbitration as a way of resolving intellectual property and
licensing disputes have acknowledged the following advantages of arbitration
over litigation in this technical field: relative speed and economy, privacy,
convenience, informality, reduced likelihood of damage to ongoing business
relationships, greater suitability to international problems, and, especially
important, the ability of the parties to select arbitrators who are experts and
familiar with the subject matter of the dispute.
The award is binding only on the parties to the arbitration, and the parties may
agree that the award will be modified if the patent that is the subject of the
arbitration is subsequently determined to be invalid or unenforceable. If parties
foresee the possibility of needing emergency relief akin to a temporary restraining
order, they might incorporate the Emergency Measures of Protection (Rule 38) of
the AAA Commercial Arbitration Rules (effective October 1, 2013), or specify an
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A PRACTICAL GUIDE
arbitrator by name for that purpose in their arbitration clause, or authorize the
AAA to name a preliminary relief arbitrator; for sample clauses, consult
Section V, discussion of Preliminary Relief. Parties can provide for arbitration
of future disputes by inserting the following clause into their contracts.
PATENT 1


the breach thereof, shall be settled by arbitration administered by the
American Arbitration Association under its Patent Arbitration Rules,
and judgment on the award rendered by the arbitrator(s) may be
entered by any court having jurisdiction thereof.
Arbitration of existing disputes may be accomplished by use of the following

clause.
PATENT 2


administered by the American Arbitration Association under its Patent
Arbitration Rules the following controversy: (describe briefly). We
further agree that the above controversy be submitted to (one) (three)
arbitrator(s), and that a judgment of any court having jurisdiction may
be entered on the award.
If parties want to adopt mediation as a part of their contractual dispute

settlement procedure, they can insert the following mediation clause in
conjunction with a standard arbitration provision.
PATENT 3


Commercial Mediation Procedures before resorting to arbitration,
litigation, or some other dispute resolution procedure.
PATENT 4


Commercial Mediation Procedures (the clause may also provide
for the qualifications of the mediator(s), method of payment,
locale of meetings, and any other item of concern to the parties).
V. Other Provisions That Might be Considered

This section contains various provisions which expand upon and are
supplemental to the basic dispute resolution clauses set forth in Sections III and
IV. The listing of such provisions is not intended to be all-inclusive and does not
necessarily indicate that the AAA endorses the use of such additional language.
The AAA recognizes, however, that some drafters choose to expand their dispute
resolution clauses to reflect at least some of these ideas. Since it is important that
practitioners be well informed when making choices in drafting, the section also
sets forth, where appropriate, certain of the pros and cons of adopting the
various supplemental provisions.
A. Specifying a Method of Selection and the Number of Arbitrators
Under the AAAs arbitration rules, arbitrators are generally selected using a
listing process. The AAA case manager provides each party with a list of
proposed arbitrators who are generally familiar with the subject matter involved
in the dispute. Each side is provided a number of days to strike any unacceptable
names, number the remaining names in order of preference, and return the list
to the AAA. The case manager then invites persons to serve from the names
remaining on the list, in the designated order of mutual preference. The parties
may agree to have one arbitrator or three (which significantly increases the cost).
If parties do not agree on the number of arbitrator(s), it will be left to the
discretion of the AAA to decide the appropriate number of arbitrators.
The parties may use other arbitrator appointment systems, such as the
party-appointed method in which each side designates one arbitrator and
the two thus selected appoint the chair of the panel.
The Commercial Arbitration Rules, Construction Industry Arbitration Rules,
Employment Arbitration Rules along with other domestic specialty rules provide
that unless the parties specifically agree in writing that the party-appointed
arbitrators are to be non-neutral, arbitrators appointed by the parties must
meet the impartiality and independence standards set forth within the rules.
The AAAs International Arbitration Rules indicate that all arbitrators acting
under their rules shall be impartial and independent.
If parties intend that their party-appointed arbitrators serve in a non-neutral
capacity, this should be clearly stated within their clause.
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A PRACTICAL GUIDE
The arbitration clause can also specify by name the individual whom the parties
want as their arbitrator. However, the potential unavailability of the named
individual in the future may pose a risk.
All of these issues and others can be dealt with in the arbitration clause. Some
illustrative provisions follow.
ARBSEL 1

The arbitrator selected by the claimant and the arbitrator selected by

respondent shall, within 10 days of their appointment, select a third
neutral arbitrator. In the event that they are unable to do so, the parties
or their attorneys may request the American Arbitration Association
to appoint the third neutral arbitrator. Prior to the commencement of
hearings, each of the arbitrators appointed shall provide an oath or
undertaking of impartiality.
ARBSEL 2

Within 14 days after the commencement of arbitration, each party shall

select one person to act as arbitrator and the two selected shall select
a third arbitrator within 10 days of their appointment. [The party-selected
arbitrators will serve in a non-neutral capacity.] If the arbitrators selected
by the parties are unable or fail to agree upon the third arbitrator, the
third arbitrator shall be selected by the American Arbitration Association.
ARBSEL 3

In the event that arbitration is necessary, [name of specific arbitrator]

shall act as the arbitrator.
When providing for direct appointment of the arbitrator(s) by the parties, it is

best to specify a time frame within which it must be accomplished. Also, in
many jurisdictions, the law permits the court to appoint arbitrators where
privately-agreed means fail. Such a result may be time consuming, costly, and
unpredictable. Parties who seek to establish an ad-hoc method of arbitrator
appointment might be well advised to provide a fallback, such as, should the
particular procedure fail for any reason, arbitrators shall be appointed as
provided in the AAA Commercial Arbitration Rules.
B. Arbitrator Qualifications
The parties may wish that one or more of the arbitrators be a lawyer or an
accountant or an expert in computer technology, etc. In some instances, it
makes more sense to specify that one of three arbitrators be an accountant, for
example, than to turn the entire proceeding over to three accountants. Sample
clauses providing for specific qualifications of arbitrators are set forth below.
QUAL 1
The arbitrator shall be a certified public accountant.
QUAL 2

The arbitrator shall be a practicing attorney [or a retired judge] of the

[[specify]] [Court].
QUAL 3

The arbitration proceedings shall be conducted before a panel of three

neutral arbitrators, all of whom shall be members of the bar of the state
of [specify], actively engaged in the practice of law for at least 10 years.
QUAL 4

The panel of three arbitrators shall consist of one contractor, one

architect, and one construction attorney.
QUAL 5

The arbitrators will be selected from a panel of persons having experience

with and knowledge of electronic computers and the computer business,
and at least one of the arbitrators selected will be an attorney.
QUAL 6
In the event that any partys claim exceeds $1 million, exclusive of interest

and attorneys fees, the dispute shall be heard and determined by three
arbitrators.
Parties might wish to specify that the arbitrator should or should not be a
national or citizen of a particular country. The following examples can be added
to the arbitration clause to deal with this concern.
NATLY 1
The arbitrator shall be a national of [country].
NATLY 2
The arbitrator shall not be a national of either [country A] or [country B].
NATLY 3
The arbitrator shall not be of the nationality of either of the parties.
C. Locale Provisions
Parties might want to add language specifying the place of the arbitration.
The choice of the proper place to arbitrate is most important because the place
of arbitration implies generally a choice of the applicable procedural law, which
in turn affects questions of arbitrability, procedure, court intervention and
enforcement.
In specifying a locale, parties should consider (1) the convenience of the location
(e.g., availability of witnesses, local counsel, transportation, hotels, meeting
facilities, court reporters, etc.); (2) the available pool of qualified arbitrators within
the geographical area; and (3) the applicable procedural and substantive law. Of
particular importance in international cases is the applicability of a convention
providing for recognition and enforcement of arbitral agreements and awards
and the arbitration regime at the chosen site.
An example of locale provisions that might appear in an arbitration clause follows.
LOC 1
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A PRACTICAL GUIDE
The place of arbitration shall be [city], [state], or [country].
D. Language
In matters involving multilingual parties, the arbitration agreement often
specifies the language in which the arbitration will be conducted. Examples of
such language follow.
LANG 1
The language(s) of the arbitration shall be [specify].
LANG 2

The arbitration shall be conducted in the language in which the contract

was written.
Such arbitration clauses could also deal with selection and cost allocation of
an interpreter.
E. Governing Law
It is common for parties to specify the law that will govern the contract and/or
the arbitration proceedings. Some examples follow.
GOV 1

This agreement shall be governed by and interpreted in accordance

with the laws of the State of [specify]. The parties acknowledge that
this agreement evidences a transaction involving interstate commerce.
The United States Arbitration Act shall govern the interpretation,
enforcement, and proceedings pursuant to the arbitration clause in
this agreement.
GOV 2

Disputes under this clause shall be resolved by arbitration in accordance

with Title 9 of the US Code (United States Arbitration Act) and the
Commercial Arbitration Rules of the American Arbitration Association.
GOV 3
This contract shall be governed by the laws of the state of [specify].
In international cases, where the parties have not provided for the law applicable
to the substance of the dispute, the AAAs International Arbitration Rules contain
specific guidelines for arbitrators regarding applicable law. See the discussion
concerning International Disputes.
F. Conditions Precedent to Arbitration
Under an agreement of the parties, satisfaction of specified conditions may be
required before a dispute is ready for arbitration. Examples of such conditions
precedent include written notification of claims within a fixed period of time and
exhaustion of other contractually established procedures, such as submission
of claims to an architect or engineer. These kinds of provisions may, however, be
a source of delay and may require linkage with a statute of limitations waiver
(see below). An example of a condition precedent clause follows.
CONPRE 1

If a dispute arises from or relates to this contract, the parties agree that
upon request of either party they will seek the advice of [a mutually
selected engineer] and try in good faith to settle the dispute within
30 days of that request, following which either party may submit the
matter to mediation under the Commercial Mediation Procedures of the
American Arbitration Association. If the matter is not resolved within
60 days after initiation of mediation, either party may demand arbitration
[applicable] rules.
G. Preliminary Relief
While preliminary relief is provided for in the AAAs Commercial Rules, when
a clause calls for other rules it is appropriate to provide specifically for it if a
need for an interim remedy is anticipated. One way to do so is to incorporate
the Emergency Measures of Protection (R-38) of the AAA Commercial Arbitration
Rules and Mediation Procedures, discussed above. Alternatively, if the parties
foresee the possibility of needing emergency relief akin to a temporary restraining
order, they might specify an arbitrator by name for that purpose in their arbitration
clause or authorize the AAA to name a preliminary relief arbitrator to ensure an
arbitrator is in place in sufficient time to address appropriate issues.
Specific clauses providing for preliminary relief are set forth below.
PRELIM 1

Either party may apply to the arbitrator seeking injunctive relief until the
arbitration award is rendered or the controversy is otherwise resolved.
Either party also may, without waiving any remedy under this agreement,
seek from any court having jurisdiction any interim or provisional relief
that is necessary to protect the rights or property of that party, pending
the establishment of the arbitral tribunal (or pending the arbitral tribunals
determination of the merits of the controversy).
Note that the AAAs rules provide for interim relief by the arbitrator upon
application of a party.
Pending the outcome of the arbitration, parties may agree to hold in escrow
money, a letter of credit, goods, or the subject matter of the arbitration. A
sample of a clause providing for such escrow follows.
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A PRACTICAL GUIDE
ESCROW 1

Pending the outcome of the arbitration [name of party] shall place in

escrow with [law firm, institution, or AAA] as the escrow agent, [the sum
of ____________________, a letter of credit, goods, or the subject matter
in dispute]. The escrow agent shall be entitled to release the [funds,
letter of credit, goods, or subject matter in dispute] as directed by the
arbitrator(s) in the award, unless the parties agree otherwise in writing.
H. Consolidation
Where there are multiple parties with disputes arising from the same transaction,
complications can often be reduced by the consolidation of all disputes. Since
arbitration is a process based on voluntary contractual participation, parties may
not be required to arbitrate a dispute without their consent. However, parties
can provide for the consolidation of two or more separate arbitrations into a
single proceeding or permit the joinder of a third party into an arbitration. In a
construction dispute, consolidated proceedings may eliminate the need for
duplicative presentations of claims and avoid the possibility of conflicting rulings
from different panels of arbitrators. However, consolidating claims might be a
source of delay and expense. An example of language that can be included in
an arbitration clause follows.
CONSOL 1

The owner, the contractor, and all subcontractors, specialty contractors,

material suppliers, engineers, designers, architects, construction lenders,
bonding companies, and other parties concerned with the construction
of the structure are bound, each to each other, by this arbitration clause,
provided that they have signed this contract or a contract that incorporates
this contract by reference or signed any other agreement to be bound by
this arbitration clause. Each such party agrees that it may be joined as
an additional party to an arbitration involving other parties under any
such agreement. If more than one arbitration is begun under any such
agreement and any party contends that two or more arbitrations are
substantially related and that the issues should be heard in one
proceeding, the arbitrator(s) selected in the first-filed of such proceedings
shall determine whether, in the interests of justice and efficiency, the
proceedings should be consolidated before that (those) arbitrator(s).
I. Document Discovery
Under the AAA rules, arbitrators are authorized to direct a prehearing
exchange of documents. The parties typically discuss such an exchange and
seek to agree on its scope. In most (but not all) instances, arbitrators will order
prompt production of limited numbers of documents which are directly relevant
to the issues involved. In some instances, parties might want to ensure that such
production will in fact occur and thus provide for it in their arbitration clause.
In doing so, however, they should be mindful of what scope of document

production they desire. This may be difficult to decide at the outset. If the
parties address discovery in the clause, they might include time limitations as to
when all discovery should be completed and might specify that the arbitrator
shall resolve outstanding discovery issues. Sample language is set forth below.
DOC 1

Consistent with the expedited nature of arbitration, each party will,

upon the written request of the other party, promptly provide the other
with copies of documents [relevant to the issues raised by any claim or
counterclaim] [on which the producing party may rely in support of or in
opposition to any claim or defense]. Any dispute regarding discovery,
or the relevance or scope thereof, shall be determined by the
[arbitrator(s)] [chair of the arbitration panel], which determination shall
be conclusive. All discovery shall be completed within [45] [60] days
following the appointment of the arbitrator(s).
The AAAs various commercial arbitration rules provide an opportunity for an

administrative conference with the AAA staff and/or a preliminary hearing with
the arbitrator. The purposes of such meetings include establishing the extent of
and a schedule for production of relevant documents and other information.
J. Depositions
Generally, arbitrators prefer to hear and be able to question witnesses at a
hearing rather than rely on deposition testimony. However, parties are free
to provide in their arbitration clause for a tailored discovery program, preferably
to be managed by the arbitrator. This might occur, for example, if the parties
anticipate the need for distant witnesses who would not be able to testify except
through depositions or, in the alternative, by the arbitrator holding a hearing
where the witness is located and subject to subpoena. In most cases where parties
provide for depositions, they do so in very limited fashion, i.e., they might specify
a 30-day deposition period, with each side permitted three depositions, none
of which would last more than three hours. All objections would be reserved for
the arbitration hearing and would not even be noted at the deposition except
for objections based on privilege or extreme confidentiality. Sample language
providing for such depositions is set forth below.
DEP 1

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A PRACTICAL GUIDE
At the request of a party, the arbitrator(s) shall have the discretion to

order examination by deposition of witnesses to the extent the arbitrator
deems such additional discovery relevant and appropriate. Depositions
shall be limited to a maximum of [three] [insert number] per party
and shall be held within 30 days of the making of a request. Additional
depositions may be scheduled only with the permission of the
[arbitrator(s)] [chair of the arbitration panel], and for good cause

shown. Each deposition shall be limited to a maximum of [three hours]
[six hours] [one days] duration. All objections are reserved for the
arbitration hearing except for objections based on privilege and
proprietary or confidential information.
K. Duration of Arbitration Proceeding

While AAA Commercial Arbitration Rules normally provide for an award within
30 days of the closing of the hearing, parties sometimes underscore their wish for
an expedited result by providing in the arbitration clause, for example, that there
will be an award within a specified number of months of the notice of intention
to arbitrate and that the arbitrator(s) must agree to the time constraints before
accepting appointment. Before adopting such language, however, the parties
should consider whether the deadline is realistic and what would happen if the
deadline were not met under circumstances where the parties had not mutually
agreed to extend it (e.g., whether the award would be enforceable). It thus
may be helpful to allow the arbitrator to extend time limits in appropriate
circumstances. Sample language is set forth below.
TIME 1

The award shall be made within nine months of the filing of the notice
of intention to arbitrate (demand), and the arbitrator(s) shall agree to
comply with this schedule before accepting appointment. However,
this time limit may be extended by agreement of the parties or by
the arbitrator(s) if necessary.
L. Remedies
Under a broad arbitration clause and most AAA rules, the arbitrator may grant
any remedy or relief that the arbitrator deems just and equitable within the
scope of the parties agreement. Sometimes parties want to include or exclude
certain specific remedies. Examples of clauses dealing with remedies follow.
REM 1

The arbitrators will have no authority to award punitive or other damages

not measured by the prevailing partys actual damages, except as may be
required by statute.
REM 2

In no event shall an award in an arbitration initiated under this clause

exceed $________.
REM 3

In no event shall an award in an arbitration initiated under this clause

exceed $________ for any claimant.
REM 4

The arbitrator(s) shall not award consequential damages in any arbitration

initiated under this section.
REM 5

Any award in an arbitration initiated under this clause shall be limited

to monetary damages and shall include no injunction or direction to
any party other than the direction to pay a monetary amount.
REM 6

If the arbitrator(s) find liability in any arbitration initiated under this

clause, they shall award liquidated damages in the amount of $________.
REM 7

Any monetary award in an arbitration initiated under this clause shall

include pre-award interest at the rate of ____% from the time of the act
or acts giving rise to the award.
M. Baseball Arbitration
Baseball arbitration is a methodology used in many different contexts in
addition to baseball players salary disputes, and is particularly effective when
parties have a long-term relationship.

The procedure involves each party submitting a number to the arbitrator(s) and
serving the number on his or her adversary on the understanding that,
following a hearing, the arbitrator(s) will pick one of the submitted numbers,
nothing else.
A key aspect of this approach is that there is incentive for a party to submit a
highly reasonable number, since this increases the likelihood that the arbitrator(s)
will select that number. In some instances, the process of submitting the numbers
moves the parties so close together that the dispute is settled without a hearing.
Sample language providing for baseball arbitration is set forth below.
BASEBALL 1

Each party shall submit to the arbitrator and exchange with each other
in advance of the hearing their last, best offers. The arbitrator shall be
limited to awarding only one or the other of the two figures submitted.
N. Arbitration Within Monetary Limits

Parties are often able to negotiate to a point but are then unable to close the
remaining gap between their respective positions. By setting up an arbitration
that must result in an award within the gap that remains between the parties,
the parties are able to eliminate extreme risk, while gaining the benefit of the
extent to which their negotiations were successful.
There are two commonly-used approaches. The first involves informing the
arbitrator(s) that the award should be somewhere within a specified monetary
range. Sample contract language providing for this methodology is set
forth below.
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A PRACTICAL GUIDE
LIMITS 1

Any award of the arbitrator in favor of [specify party] and against

[specify party] shall be at least [specify a dollar amount] but shall not
exceed [specify a dollar amount]. [Specify a party] expressly waives
any claim in excess of [specify a dollar amount] and agrees that its
recovery shall not exceed that amount. Any such award shall be in
satisfaction of all claims by [specify a party] against [specify a party].
A second approach is for the parties to agree but not tell the arbitrator(s) that the
amount of recovery will, for example, be somewhere between $500 and $1,000. If
the award is less than $500, then it is raised to $500 pursuant to the agreement;
if the award is more than $1,000, then it is lowered to $1,000 pursuant to the
agreement; if the award is within the $500-1,000 range, then the amount awarded
by the arbitrator(s) is unchanged. Sample contract language providing for this
methodology is set forth below.
LIMITS 2

In the event that the arbitrator denies the claim or awards an amount
less than the minimum amount of [specify], then this minimum amount
shall be paid to the claimant. Should the arbitrators award exceed the
maximum amount of [specify], then only this maximum amount shall
be paid to the claimant. It is further understood between the parties
that, if the arbitrator awards an amount between the minimum and the
maximum stipulated range, then the exact awarded amount will be
paid to the claimant. The parties further agree that this agreement is
private between them and will not be disclosed to the arbitrator.
O. Assessment of Attorneys Fees

The AAA rules generally provide that the administrative fees be borne as
incurred and that the arbitrators compensation be allocated equally between
the parties and, except for international rules, are silent concerning attorneys
fees; but this can be modified by agreement of the parties. Fees and expenses
of the arbitration, including attorneys fees, can be dealt with in the arbitration
clause. Defining the term prevailing party within the contract is recommended
to avoid misunderstanding. Some typical language dealing with fees and
expenses follows.
FEE 1

The prevailing party shall be entitled to an award of reasonable

attorney fees.
FEE 2

The arbitrators shall award to the prevailing party, if any, as determined

by the arbitrators, all of its costs and fees. Costs and fees mean all
reasonable pre-award expenses of the arbitration, including the
arbitrators fees, administrative fees, travel expenses, out-of-pocket
expenses such as copying and telephone, court costs, witness fees,
and attorneys fees.
FEE 3

Each party shall bear its own costs and expenses and an equal share
of the arbitrators and administrative fees of arbitration.
FEE 4

The arbitrators may determine how the costs and expenses of the
arbitration shall be allocated between the parties, but they shall not
award attorneys fees.
P. Reasoned Opinion Accompanying the Award

In domestic commercial cases, arbitrators usually will write a reasoned opinion
explaining their award if such an opinion is requested by all parties. While some
take the position that reasoned opinions detract from finality if they facilitate
post-arbitration resort to the courts, parties sometimes desire such opinions,
particularly in large, complex cases or as already provided by most applicable
rules in international disputes. If the parties want such an opinion, they can
include language such as the following in their arbitration clause.
OPIN 1
The award of the arbitrators shall be accompanied by a reasoned opinion.
OPIN 2

The award shall be in writing, shall be signed by a majority of the arbitrators,

and shall include a statement setting forth the reasons for the disposition
of any claim.
OPIN 3
The award shall include findings of fact [and conclusions of law].
OPIN 4
The award shall include a breakdown as to specific claims.
Q. Confidentiality
While the AAA and arbitrators adhere to certain standards concerning the privacy
or confidentiality of the hearings (see the AAA-ABA Code of Ethics for Arbitrators
in Commercial Disputes, Canon VI), parties might also wish to impose limits on
themselves as to how much information regarding the dispute may be disclosed
outside the hearing. The following language might help serve this purpose.
CONF 1

Except as may be required by law, neither a party nor an arbitrator may

disclose the existence, content, or results of any arbitration hereunder
without the prior written consent of both parties.
The preceding language could also be modified to restrict only disclosure of

certain information (e.g., trade secrets).
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A PRACTICAL GUIDE
R. Appeal
The basic objective of arbitration is a fair, fast and expert result, achieved
economically. Consistent with this goal, an arbitration award traditionally will
be set aside only in egregious circumstances such as demonstrable bias of an
arbitrator. Sometimes, however, the parties desire a more comprehensive
appeal, most often in the setting of legally complex cases. Parties may include
the AAA Appellate Rules in their agreement by including the following clause.
APP 1

Notwithstanding any language to the contrary in the contract

documents, the parties hereby agree: that the Underlying Award
may be appealed pursuant to the AAAs Optional Appellate Arbitration
Rules (Appellate Rules); that the Underlying Award rendered by the
arbitrator(s) shall, at a minimum, be a reasoned award; and that the
Underlying Award shall not be considered final until after the time for
filing the notice of appeal pursuant to the Appellate Rules has expired.
Appeals must be initiated within thirty (30) days of receipt of an
Underlying Award, as defined by Rule A-3 of the Appellate Rules, by
filing a Notice of Appeal with any AAA office. Following the appeal
process the decision rendered by the appeal tribunal may be entered
in any court having jurisdiction thereof...
S. Mediation-Arbitration
A clause may provide first for mediation under the AAAs mediation procedures.
If the mediation is unsuccessful, the mediator could be authorized to resolve
the dispute under the AAAs arbitration rules. This process is sometimes referred
to as Med-Arb. Except in unusual circumstances, a procedure whereby the
same individual who has been serving as a mediator becomes an arbitrator
when the mediation fails is not recommended, because it could inhibit the
candor which should characterize the mediation process and/or it could convey
evidence, legal points or settlement positions ex parte, improperly influencing
the arbitrator. The AAA Commercial Arbitration Rules and Mediation Procedures
(effective October 1, 2013) provide for a mediation/arbitration process that runs
concurrently. A sample of a med-arb clause follows that runs sequentially can
be used to submit a present dispute or to vary the revised AAA Commercial
Rules in a dispute resolution clause.
MEDARB 1

If a dispute arises from or relates to this contract or the breach thereof,

and if the dispute cannot be settled through direct discussions, the
parties agree to endeavor first to settle the dispute by mediation
Commercial Mediation Procedures before resorting to arbitration. Any
unresolved controversy or claim arising from or relating to this contract

or breach thereof shall be settled by arbitration administered by the
American Arbitration Association in accordance with its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. If all parties to
the dispute agree, a mediator involved in the parties mediation may
be asked to serve as the arbitrator.
T. Statute of Limitations
Parties may wish to consider whether the applicable statute of limitations will
be tolled for the duration of mediation proceedings, and can refer to the
following language.
STATLIM 1 The requirements of filing a notice of claim with respect to the dispute
submitted to mediation shall be suspended until the conclusion of the
mediation process.
U. Dispute Resolution Boards

A Dispute Resolution Board (DRB) provides a prompt, rational, impartial review
of disputes by mutually accepted experts, which frequently results in substantial
cost savings and can eliminate years of wasted time and energy in litigation. DRB
procedures may be made a part of construction contract documents.
The contract should contain a paragraph reflecting the agreement to establish
the DRB. The text of the actual procedures also should be physically incorporated
into the general conditions or supplementary conditions of the contract for
construction wherever possible and practical, and such documents as the invitation
to bidders or the request for proposals should mention that the formation of a
DRB is contemplated. The DRB procedures should be coordinated with the other
dispute resolution procedures required by the contract documents.
Suggested language for incorporation in the contract follows.
DRB 1

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A PRACTICAL GUIDE
The parties shall impanel a Dispute Resolution Board of one or three

members in accordance with the Dispute Resolution Board Guide
Specifications of the American Arbitration Association. The DRB, in close
consultation with all interested parties, will assist and recommend the
resolution of any disputes, claims, and other controversies that might
arise among the parties.
V. Mass Torts
ADR techniques can be employed privately by parties facing the prospect of mass
tort litigation to explore in a nonbinding fashion the options for management,
evaluation, and/or resolution of the dispute. A wide range of binding and
nonbinding techniques, including neutral evaluation, mediation, and arbitration
can be used to explore the potential for resolution of a dispute and/or to develop
a basic framework for discussions. Although these options have limitations and
may not be a substitute for litigation with possible full evidentiary trials, they can
provide a useful framework for early discussion of the issues. The parties should
be able to formulate procedures to assure confidentiality and to protect against
the inappropriate use of information.
Conclusion
A dispute resolution clause should address the special needs of the parties
involved. An inadequate ADR clause can produce as much delay, expense,
and inconvenience as a traditional lawsuit. When writing a dispute resolution
clause, keep in mind that its purpose is to resolve disputes, not create them. If
disagreements arise over the meaning of the clause, it is often because it failed
to address the particular needs of the parties. Use of standard, simple AAA
language may avoid difficulties. Drafting an effective ADR agreement is the
first step on the road to successful dispute resolution.
After a dispute arises, parties can request an administrative conference with
a AAA case manager to assist them in establishing appropriate procedures
necessary for their unique case. This can be done before or after mediator or
arbitrator selection. Such conferences can expedite the proceedings in many
cases.
This brochure describes ways in which some parties have modified the AAAs
time-tested standard clause to deal with specific concerns. Given that commercial
transactions vary greatly, its purpose is not to urge use of the provisions cited,
but rather to suggest the range of possible options. To arrive at the most suitable
and effective ADR clause, parties should consult legal counsel for guidance
and advice.
Rules, forms, procedures and guides, as well as information about applying for
a fee reduction or deferral, are subject to periodic change and updating.
To ensure that you have the most current information, see our website at
www.adr.org. Also, for assisted clause drafting, please visit the AAAs clause
building tool at www.clausebuilder.org.
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A PRACTICAL GUIDE
2013 American Arbitration Association, Inc. All rights reserved. These Rules are the copyrighted property of the
American Arbitration Association (AAA) and are intended to be used in conjunction with the AAAs administrative services.
Any unauthorized use or modification of these Rules may violate copyright laws and other applicable laws.
Please contact 800.778.7879 or websitemail@adr.org for additional information.
Exhibit 4
Case 8:11-cv-01134-VMC-AEP Document 42 Filed 06/14/11 Page 1 of 17 PageID 725
UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
TALK FUSION, INC., a Florida corporation,
Plaintiff,
Case No. 8:11-cv-01134-VMC-AEP
v.
J.J. ULRICH, an individual, JOE READ, an
individual, WOWWE, INC., a Nevada
corporation, and WOWWE MEDIA, LLC, a
Nevada limited liability company,
Defendants.
/
SECOND AMENDED COMPLAINT
Plaintiff, Talk Fusion, Inc., by and through undersigned counsel, sues Defendants, J.J.
Ulrich, Joe Read, WowWe, Inc. and WowWe Media, LLC, and alleges:
PARTIES
1.
Plaintiff, Talk Fusion, Inc. (Talk Fusion), is a Florida corporation with its
principal place of business in Brandon, Hillsborough County, Florida.

2.
Defendant, J.J. Ulrich (Ulrich), is an individual and, upon information and
belief, resides in and is a citizen of the State of Utah.

3.
Defendant, Joe Read (Read), is an individual and is not a citizen of Florida.
Upon information and belief, Read resides in and is a citizen of the State of Utah or Colorado.
4.
Defendant, WowWe, Inc., is not a citizen of the State of Florida. WowWe, Inc. is
a corporation formed under the laws of the State of Nevada. WowWe, Inc.s principal place of
business is in The Woodlands, Texas.
5.
Upon information and belief, Defendant, WowWe Media, LLC, is not a citizen of
the State of Florida. WowWe Media, LLC is a limited liability company organized under the
laws of the State of Nevada. The managing member of WowWe Media, LLC is William
Starkey, who is a citizen of the State of Texas. On information and belief, the other member of
WowWe Media, LLC is Ernest O. Sutter, who is not a citizen of the State of Florida.
JURISDICTION AND VENUE
6.
Jurisdiction exists by virtue of diversity of citizenship, 28 U.S.C. 1332. This is
an action between citizens of different states. Plaintiff is a citizen of the State of Florida, and
Defendants are citizens of states other than Florida.
The amount in controversy exceeds
Seventy-Five Thousand Dollars ($75,000), exclusive of interest and costs. Immediate injunctive
relief is sought pursuant to Federal Rule of Civil Procedure 65(a). Venue is proper in this
judicial district under 28 U.S.C. 1391(a) as the Defendants are subject to personal jurisdiction
within this District.
7.
Furthermore, Ulrich and Read entered into an agreement providing for
jurisdiction and venue in Hillsborough County, Florida. See Talk Fusions Statement of Policies
and Procedures attached as Exhibit C.
BACKGROUND FACTS
8.
Talk Fusion is a direct sales company that markets its products through
independent associates (Associates).
Talk Fusion markets and sells various video
communication products for personal and business use, including a web-based software that
allows a customer to create video emails and send them to friends, family, and customers; all
without attachments or special software to install. Associates are customers of Talk Fusions
services, but also sell Talk Fusions products, recruit other Associates, and earn commissions.
9.
On or about October 21, 2010, Ulrich became a Talk Fusion Associate. See
Exhibit A.
10.
On or about February 9, 2011, Read became a Talk Fusion Associate. See
Exhibit B.
11.
WowWe, Inc. and WowWe Media, LLC are related entities and offer the same or
similar services. Both WowWe, Inc. and WowWe Media, LLC conduct business as I Wow
We. WowWe, Inc. and WowWe Media, LLC will be jointly referred to as I Wow We.
I Wow We engages in substantially the same business as Talk Fusion, offers similar products,
uses a similar business model, and is a competitor of Talk Fusion.
12.
As a condition to becoming an Associate, Ulrich and Read agreed to Talk
Fusions Statement of Policies and Procedures (Policies), and also Talk Fusions Terms of
Service. A true and correct copy of the Policies is attached as Exhibit C, and a true and correct
copy of the Terms of Service is attached as Exhibit D. The Policies and Terms of Service are a
contract between Ulrich, Read, and Talk Fusion.
13.
Ulrich and Read created websites named www.talkfusionservice.com and
www.thetalkfusionteam.com and represented to Talk Fusion that these websites contained only
a collection of existing Talk Fusion videos already appearing on the Talk Fusion website. Talk
Fusion granted Ulrich and Read permission to create these websites because they were presented
to Talk Fusion only as a collection of Talk Fusion videos. Ulrich and Read then used these
websites in a manner to breach their contracts with Talk Fusion and obtain Talk Fusions
confidential, proprietary, and trade secret information. Read subsequently resigned from Talk
Fusion and Ulrich was terminated.
Ulrich and Read have since joined Talk Fusions
competitors, I Wow We, and are soliciting Talk Fusion Associates in violation of their contracts
with Talk Fusion and using confidential information illegally obtained from Talk Fusion.
14.
Without the knowledge and consent of Talk Fusion, Ulrich and Read marketed
the www.talkfusionservice.com and www.thetalkfusioteam websites to all Talk Fusion

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Associates, including those Associates who were not part of their Talk Fusion team. It is a
violation of the Policies to Cross Sponsor, meaning market to Associates who are already on
another Associates team. The Policies state:
3.9 - Cross-Sponsoring
Actual or attempted cross sponsoring is strictly prohibited. Cross
sponsoring is defined as the enrollment of an individual who or entity
that already has a current Customer or Associate Agreement on file with
Talk Fusion, or who has had such an agreement within the preceding six
calendar months, within a different line of sponsorship.
15.
Without
Talk
Fusions
knowledge
or
consent,
through
the
www.thetalkfusionteam.com website, Ulrich and Read requested and received Associates

confidential identification numbers and passwords under the guise that this request was approved
by Talk Fusion.
Then using a program developed by read and the illegally obtained
identification numbers and passwords, Ulrich and Read accessed over a period of weeks Talk
Fusions servers to gather confidential information, including Talk Fusions Associates
geneology and back office.
16.
Once Ulrich and Read obtained other Associates identification numbers and
passwords, they had access to confidential, proprietary, and trade secret information including
names, email addresses, and telephone numbers of Talk Fusion Associates and customers, copies
of every video email that an Associate had sent to anybody, the Address Book of Talk Fusion
Associates (showing to whom videos were sent and their subject), and Talk Fusions Downline
Activity (Genealogy) showing placement, volume, commission amounts and history, rank, and
status. Ulrich and Read used a program to attack Talk Fusions servers on an hourly basis and
update this information.
17.
Talk Fusions Policies state:
3.7.4 - Downline Activity (Genealogy) Reports

Downline Activity Reports are available for Associate access in their
official Back Office. Associate access to their Downline Activity Reports
is password protected. All Downline Activity Reports and the
information contained therein are confidential and constitute
proprietary information and business trade secrets belonging to Talk
Fusion. Downline Activity Reports are provided to Associates in strictest
confidence and are made available to Associates for the sole purpose of
assisting Associates in working with their respective Downline
Organizations in the development of their Talk Fusion business.
Associates should use their Downline Activity Reports to assist, motivate,
and train their downline Associates. The Associate and Talk Fusion agree
that, but for this agreement of confidentiality and nondisclosure, Talk
Fusion would not provide Downline Activity Reports to the Associate. An
Associate shall not, on his or her own behalf, or on behalf of any other
person, partnership, association, corporation or other entity:
Directly or indirectly disclose any information contained in any
Downline Activity Report to any third party;
Directly or indirectly disclose the password or other access code to his
or her Downline Activity Report;
Use the information to compete with Talk Fusion or for any purpose
other than promoting his or her Talk Fusion business;
Recruit or solicit any Associate or Customer of Talk Fusion listed on
any report, or in any manner attempt to influence or induce any
Associate or Preferred Customer of Talk Fusion, to alter their business
relationship with Talk Fusion; or
Use or disclose to any person, partnership, association, corporation, or
other entity any information contained in any Downline Activity
Report.
Upon demand by the Company, any current or former Associate will
return the original and all copies of Downline Activity Reports to the
Company.
18.
The Terms of Service state:

Ownership, Reservation of Rights
Nothing in this Agreement shall be construed to grant user any rights, by
license, title or otherwise, to any aspect of Talk Fusions intellectual
property. User acknowledges and agrees that Talk Fusion contains
proprietary and confidential information that is protected by applicable
intellectual property and other laws. Except as expressly authorized by
Talk Fusion, user agrees not to modify, rent, lease, loan, sell, distribute or
create derivative works based on Talk Fusion, in whole or in part.
19.
Ulrich and Read used confidential information illegally obtained from Talk
Fusions Associates to market selling aids to Talk Fusion Associates in violation of the Policies.
The Policies provide:
3.2 - Advertising
3.2.1 - General
* * *
Talk Fusion Associates may not sell sales aids to other Talk Fusion
Associates. Therefore, Associates who receive authorization from Talk
Fusion to produce their own sales aids may make the sales aids available
to other Associates free of charge, but may not sell such sales aids to any
other Talk Fusion Associate.
20.
The selling aids that Ulrich and Read were selling included an auto dialer. It is
specifically against Talk Fusions Policies to use an auto dialer of any type:
3.23.5 - In addition, Associates shall not use automatic telephone dialing
systems relative to the operation of their Talk Fusion businesses. The term
automatic telephone dialing system means equipment which has the
capacity to: (a) store or produce telephone numbers to be called, using a
random or sequential number generator; and (b) to dial such numbers.
21.
On or about April 25, 2011, Talk Fusion began receiving complaints from other
Associates that Ulrich was marketing to their Associates in violation of the Policies.
22.
On or about April 25, 2011, Talk Fusion became aware of Ulrich and Read
accessing a Talk Fusion server and copying Talk Fusions genealogy. Talk Fusion uses a
direct marketing business model.
Direct marketing involves the selling of products by
Associates who build their own sales force. Associates can develop exponentially expanding
organizations for which they have oversight. These organizations are referred to as downlines
or in Talk Fusions case, genealogies.
23.
Read, who is a computer programmer, at the direction of Ulrich, wrote a program
to access Talk Fusions servers using the Talk Fusion associate identification numbers and
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passwords obtained through www.thetalkfusionteamwebsite. For a period of several weeks,

Ulrich and Read remotely accessed Talk Fusions servers with this program, logged on using the
illegally obtained identification numbers and passwords, and copied Associates genealogy
information and other information contained in each Associates back office. This information is
confidential, proprietary, and a trade secret.
24.
On or about April 25, 2011, Talk Fusion noticed a spike of activity on one of its
servers. This spike was Ulrichs and Reads attack of Talk Fusions servers to obtain the
genealogy information.
25.
Robert Reina, President of Talk Fusion, spoke with Ulrich and Read, and they
admitted to creating and using a program to obtain genealogy information from Talk Fusions
servers. After Reina spoke with Ulrich and Read, the attacks on Talk Fusion servers ended.
26.
On May 9, 2011, Read resigned as a Talk Fusion associate.
27.
On May 9, 2011, Talk Fusion began receiving reports that Ulrich was promoting I
Wow We and was soliciting Talk Fusion Associates.

28.
On May 9, 2011, Talk Fusion terminated Ulrich as a Talk Fusion Associate.
29.
Subsequent to his termination, Ulrich solicited Talk Fusion Associates, who were
not personally sponsored by Ulrich and Read, to join I Wow We. Among other things, Ulrich
and Read solicited Talk Fusion Associates through the use of a surrogate or strawman named Joe
Gillardi. Joe Gillardi is associated with I Wow We.
30.
The Policies contain a non-solicitation covenant stating:

3.7.1 - Nonsolicitation
Talk Fusion Associates are free to participate in other multilevel or
network marketing business ventures or marketing opportunities
(collectively network marketing). However, during the term of this
Agreement, Associates may not directly or indirectly Recruit other Talk
Fusion Associates or Customers for any other network marketing business.
Following the cancellation of an Associates Independent Associate
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Agreement, and for a period of six calendar months thereafter, with the
exception of an Associate who is personally sponsored by the former
Associate, a former Associate may not Recruit any Talk Fusion Associate
or Customer for another network marketing business. Associates and the
Company recognize that because network marketing is conducted through
networks of independent contractors dispersed across the entire United
States and internationally, and business is commonly conducted via the
internet and telephone, an effort to narrowly limit the geographic scope of
this non-solicitation provision would render it wholly ineffective.
Therefore, Associates and Talk Fusion agree that this non-solicitation
provision shall apply to all markets in which Talk Fusion conducts
business.
31.
During the term of their contracts with Talk Fusion, Ulrich and Read breached the
non-solicitation covenant by soliciting Talk Fusion Associates to join I Wow We.
After
termination of their contracts with Talk Fusion, Ulrich and Read breached their non-solicitation
covenants with Talk Fusion by soliciting Talk Fusions Associates, whom they did not
personally sponsor, to join I Wow We.
32.
Ulrich and Read are using the confidential information they illegally obtained
from Talk Fusion to target, market to, and solicit Talk Fusion Associates.
COUNT I
ACTION FOR PRELIMINARY AND PERMANENT INJUNCTION
33.
Talk Fusion realleges paragraphs 1 through 32.
34.
Ulrich and Read have demonstrated a pattern of violating multiple provisions of
their contracts with Talk Fusion and other legal duties to Talk Fusion. Ulrich and Read obtained
confidential Talk Fusion Associates identification numbers and passwords. They then designed
a program using illegally obtained identification numbers and passwords to access Talk Fusions
servers and obtain other confidential information, including genealogy information of Talk
Fusion Associates. They violated their contracts with Talk Fusion by selling sales aids to other
Talk Fusion Associates. They attempted to recruit Talk Fusion Associates away from their
existing sponsors. They have and are currently soliciting Talk Fusion Associates to leave Talk
Fusion and join I Wow We.
35.
Ulrich and Read have intentionally breached their contracts, which has resulted in
irreparable damage to Talk Fusions legitimate business interests.

36.
Ulrich, Read, and I Wow We have conspired to solicit Talk Fusion Associates to
join I Wow We in violation of Ulrichs and Reads contracts with Talk Fusion.
37.
I Wow We has tortiously interfered with Talk Fusions contractual relationship
with its Associates.

38.
Pursuant to Section 542.335, Florida Statutes, Talk Fusion is entitled to the
immediate entry of injunctive relief to enjoin the action of Defendants, which are in violation of
their contracts with Talk Fusion.
39.
The duration and geographic scope of the nonsolitiation covenants are reasonable.
40.
The enforcement of the restrictions within the contracts through issuance of an
injunction is reasonably necessary to protect Talk Fusions legitimate business interest.

41.
Pursuant to Section 688.01, et seq., Florida Statutes, Talk Fusion is entitled to the
immediate entry of injunctive relief to enjoin the actions of Defendants that constitute
misappropriation of Talk Fusions trade secrets.
42.
As a direct, proximate result of the unlawful conduct of Defendants, Talk Fusion
has sustained and will continue to sustain irreparable injury unless defendants are immediately
enjoined.
43.
Talk Fusion is without an adequate remedy at law to redress the harm caused to
its legitimate business interest by the actions of Defendants, including the loss of Associates, the
loss of income, and the disclosure and use of its confidential and proprietary information and
trade secrets.
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44.
The issuance of an injunction against Defendants will not threaten the public
health, safety, or welfare, and the equities favor Talk Fusion.

45.
All conditions precedent to bringing this action have occurred or have been
performed, excused, or waived.

46.
Talk Fusion has retained undersigned counsel to represent it in this action and is
obligated to pay them a reasonable fee for their services.

WHEREFORE, Plaintiff, Talk Fusion, Inc., hereby demands entry of the following
injunctive relief against defendants, Ulrich, Read, and WowWe, Inc. and WowWe Media, LLC:
a.
entry of a temporary injunction and preliminary injunction, pending final
adjudication and permanent relief, enjoining Ulrich and Read from violating their nonsolicitation
covenants with Talk Fusion, including but not limited to recruiting Talk Fusion Associates who
they did not personally sponsor and enjoining I Wow We from soliciting Talk Fusion Associates
in concert with Ulrich and Read;
b.
entry of a temporary injunction and preliminary injunction, pending final
adjudication and permanent relief, enjoining Ulrich, Read, and I Wow We from using or
disclosing Talk Fusions confidential and proprietary information and trade secrets, and requiring
the return of same;
c.
an award of this attorneys fees and costs pursuant to Sections 542.335
and 688.005, Florida Statutes; and

d.
an award of such other and further relief, interim or permanent, as the
Court deems just and appropriate under the circumstances.

COUNT II
BREACH OF CONTRACT
47.

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48.
Ulrich and Read entered into a contract with Talk Fusion which included Talk
Fusions Policies and Procedures and Terms of Service. See Exhibits C and D.
49.
Ulrich and Read have breached their contracts with Talk Fusion by:
a.
cross sponsoring Talk Fusion Associates;
b.
selling sales aids to Talk Fusion Associates;
c.
during the term of their contracts with Talk Fusion, Ulrich and Read
breached the non-solicitation covenant by soliciting Talk Fusion Associates to join I Wow We;
d.
after termination of their contracts with Talk Fusion, Ulrich and Read
breached their non-solicitation covenants with Talk Fusion by soliciting Talk Fusions
Associates, whom they did not personally sponsor, to join I Wow We;
e.
obtaining the identification numbers and passwords of other Talk Fusion
f.
obtaining information form Talk Fusions servers through the use of
Associates;
illegally obtained identification numbers and passwords;

g.
disclosing to third parties, including I Wow We, Talk Fusions
confidential, proprietary, and trade secret information; and

h.
using illegally obtained information from Talk Fusions servers to solicit
Talk Fusion Associates.

50.
Talk Fusion has been damaged by Ulrich and Reads breach of contract.
51.
All conditions precedent to this action have occurred, been performed or been
waived.
WHEREFORE, Talk Fusion demands judgment against Ulrich and Read for damages and
costs, injunctive relief, and all other relief the Court deems appropriate.
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COUNT III
TORTIOUS INTERFERENCE WITH A CONTRACTUAL RELATIONSHIP
52.
53.
There existed contracts between Talk Fusion and its Associates, other than Ulrich
and Read.
54.
Ulrich, Read, and I Wow We had knowledge of the contracts between Talk
Fusion and these other Associates.

55.
Ulrich, Read, and I Wow We intentionally and unjustifiably interfered in these
contracts by obtaining and using confidential and proprietary information, and by soliciting
Associates to leave Talk Fusion and join I Wow We.
56.
Talk Fusion has been damaged as a result of the interference in their contractual
relationships.
WHEREFORE, Talk Fusion demands judgment against Ulrich, Read, WowWe, Inc. and
WowWe Media, LLC for damages and costs, injunctive relief, and all other relief the Court
deems appropriate.
COUNT IV
TORTIOUS INTERFERENCE IN ADVANTAGEOUS BUSINESS RELATIONSHIP
57.
58.
There existed an advantageous business relationship between Talk Fusion and its
Associates, other than Ulrich and Read.

59.
Ulrich, Read, and I Wow We had knowledge of the relationships between Talk
Fusion and these other Associates.
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60.
Ulrich, Read, and I Wow We intentionally and unjustifiably interfered in these
relationships by obtaining and using confidential and proprietary information, and by soliciting
Associates to leave Talk Fusion and join I Wow We.
61.
Talk Fusion has been damaged as a result of the interference in their
advantageous business relationships.

deems appropriate.
COUNT V
MISAPPROPRIATION OF TRADE SECRETS
62.
63.
This is an action against Ulrich, Read, and I Wow We for violation of Florida's
Uniform Trade Secrets Act, 688.001, et seq., Fla. Stat.

64.
Ulrich and Read misappropriated Talk Fusions confidential and proprietary
information and trade secrets, including the genealogy and back office data of Talk Fusions
Associates. Ulrich and Read acquired this information by improper means, or knew or had
reason to know it acquired Talk Fusion's proprietary and confidential business information and
trade secrets under circumstances which gave rise to a duty on its part to maintain the secrecy
and limit the use thereof.
65.
I Wow We misappropriated Talk Fusions confidential and proprietary
information and trade secrets. I Wow We acquired the information through improper means, or
knew or had reason to know it acquired Talk Fusion's proprietary and confidential business
information and trade secrets under circumstances which gave rise to a duty on its part to
maintain the secrecy and limit the use thereof.
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66.
The disclosure and use by Ulrich, Read, and I Wow We of Talk Fusions
confidential and proprietary information and trade secrets for their own commercial benefit
constitutes a misappropriation thereof.
67.
As a result of the misappropriation, Talk Fusion has been damaged, having
suffered both the actual loss of the independent economic value thereof and the unjust
enrichment enjoyed by Ulrich, Read, and I Wow We as a result of the misappropriation.
WowWe Media, LLC for damages and costs, exemplary damages, injunctive relief, and all other
relief the Court deems appropriate.
COUNT VI
UNFAIR COMPETITION
68.
69.
This is an action against Ulrich, Read, and I Wow We for unfair competition.
70.
The actions of Ulrich, Read, and I Wow We, as alleged herein and above,
constitute unfair competition, as a direct and proximate result of which Talk Fusion has been
damaged and continues to suffer irreparable harm.
deems appropriate.
COUNT VII
CONVERSION
71.
72.
This is an action against Ulrich, Read, and I Wow We for conversion.
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73.
The actions of Ulrich, Read, and I Wow We, as alleged herein and above,
constitute a conversion of Talk Fusions confidential and proprietary business information, as a

direct and proximate result of which Talk Fusion has been damaged.
deems appropriate.
COUNT VIII
CONSPIRACY
74.
Talk Fusion realleges paragraphs 1 through32.
75.
I Wow We acted in concert and conspiracy with Ulrich and Read to cause them to
violate the terms of their contracts with Talk Fusion, to misappropriate Talk Fusions
confidential, proprietary information, and trade secrets, and to solicit Talk Fusions Associates to
leave Talk Fusion and join I Wow We.
76.
Talk Fusion has been damaged as a direct and proximate result of the conspiracy
between Ulrich, Read and I Wow We.

deems appropriate.
COUNT IX
TORTIOUS INTERFERENCE IN CONTRACTUAL RELATIONSHIP
77.
78.
There existed a contractual relationship between Ulrich and Talk Fusion, and
Read and Talk Fusion.
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79.
I Wow We had knowledge of the contracts between Ulrich, Read, and Talk
80.
I Wow We intentionally and unjustifiably interfered in these contractual
Fusion.
relationships by soliciting Ulrich and Read to leave Talk Fusion and join I Wow We, and by
inducing Ulrich and read to recruit Talk Fusion Associates away from Talk Fusion and to join I
Wow We.
81.
Talk Fusion has been damaged as a result of the interference in its contractual
relationships.
WHEREFORE, Talk Fusion demands judgment against WowWe, Inc. and WowWe
Media, Inc. for damages and costs, injunctive relief, and all other relief the Court deems
appropriate.
NOTICE OF INTENT TO SEEK ATTORNEYS FEES
Talk Fusion hereby provides notice of its intent to seek attorneys fees pursuant to
Sections 542.335 and 688.005, Florida Statutes.
SIVYER BARLOW & WATSON, P.A.
401 East Jackson Street, Suite 2225
Tampa, Florida 33602
Telephone: (813) 221-4242
Facsimile: (813) 227-8598
Attorneys for Plaintiff
/s/ Edward J. Kuchinski
Mahlon H. Barlow
Florida Bar No. 871117
Edward J. Kuchinski
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 14th day of June, 2011, I electronically filed the
foregoing with the Clerk of the Court by using the CM/ECF system and furnished a copy by U.S.
mail, postage prepaid, to the following:
Christina Minshew Lewis, Esq.
Lewis & Barnes
5248 Larkin, Suite A
Houston, TX 77007
J.J. Ulrich
12811 Goshute Drive
Riverton, UT 84096
Pro Se
Roseanne Brady, Esq.

P.O. Box 173203
Tampa, FL 33672-1203
Joe Read
c/o J.J. Ulrich
12811 Goshute Drive
Riverton, UT 84096
Pro Se
Attorneys for Defendants, WowWe,

Inc. and Wow We Media, LLC
s/ Edward J. Kuchinski
Attorney
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Case 8:11-cv-01134-VMC-AEP Document 42-1 Filed 06/14/11 Page 1 of 4 PageID 742
Exhibit 5
1 Geoff J. Spreter (SBN 257707)

2 Jeffrey M. Bennion (SBN 275946)
3 601 3rd Street
Coronado, CA 92118
4 Telephone: (619) 865-7986
5
6
7
8
10
FOR THE SOUTHERN DISTRICT OF CALIFORNIA
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Dennis, individually and.:on behalf of all )

others similarly situated,
)
)
Plaintiffs,
)
)
v.
)
)
)
TALK FUSION, INC., a Florida
)
Corporation, TALK FUSION
)
INTERNATIONAL, INC., a Florida
)
Corporation MANE WORLD
)
PROMOTIONS, INC., an Oregon
)
Corporation, and ROBERT REINA a
'
)
resident of Florida.
)
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Case No.
DECLARATION OF ERIC
EINHOLZ IN SUPPORT OF
PLAINTIFF'S OPPOSITIONS TO
TALK FUSION, INC., TALK
FUSION INERNATIONAL, INC.,
ROBERT REINA'S, AND MANE
WORLD PROMOTIONS, INC.'s
MOTIONS TO DISMISS
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1.
My name is Eric Einholz. I am and have been a resident and citizen of
New Jersey all my life

2.
In or around February 2014, I was approached by a sales associate of
Talk Fusion concerning purchasing Talk Fusion's video email software. I was
interested in using the Talk Fusion email service to assist my wife with her business.
Among other things, the Talk Fusion sales associate informed me that the Talk
Fusion email service was new and revolutionary, and that Talk Fusion had excellent
support, and that the associate would provide me with personalized training.
3.
Based on the Talk Fusion sales associate's representations, I paid
approximately $815 for the Talk Fusion email software, and agreed to a $3 5 a month
service charge.
4.
Almost immediately after my purchase, I began to have problems with
the Talk Fusion email software.

5.
I contacted the Talk Fusion associate who sold me the software and he
informed me that he would help me at a later date. We had several back-and-forth

conversations, but the Talk Fusion sales associate never helped me, nor provided
individual training on how to use the Talk Fusion software, as represented at the time
I purchased the Talk Fusion product.
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6.
I contacted Talk Fusion customer support directly on several occasions
about receiving training. Talk Fusion support never answered my specific questions.
For example, a Talk Fusion support technician named Milton stated in an email dated
May 19, 2014, in response to my inquiries: "Respectively, you can use all of the
products and train yourself and/or use the current tutorials." I found the Talk
Fusion software tutorials available on Talk Fusion's website at or around the time of
my purchase to be out of date, and not helpful. A true and correct copy of an email
exchange between myself and the Talk Fusion support team member named Milton
is attached hereto as Exhibit A.
7.
In response, to what I perceived as Talk Fusion's failure to provide me
with training for the expensive Talk Fusion software I recently purchased, I filed a
complaint with the Better Business Bureau.
8.
On or about August 14, 2014, Talk Fusion's counsel, Edward J.
Kuchinski Esq., sent me a threat letter demanding that I withdraw my complaint

from the Better Business Bureau. In the letter, Talk Fusion's attorney stated that Talk
Fusion "has a 3-day money back guarantee from the date the service is activated."
He also stated that since I had checked off a box indicating that I had read and agreed
to Talk Fusion's Policies and Procedures, Terms of Service, Terms and Conditions,
and refund policy, that I was bound by the 3-day refund policy. He also said that I
had access to Talk Fusion's system and had 3 days to try out the product and return
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it within 3 days. I tried the product, however, I was unable to get it to work properly
within the 3 days. In fact, I was never able to get it to work properly. Talk Fusion
gave me 3 days to withdraw my complaint from the Better Business Bureau. A true
and correct copy of the letter is attached hereto as Exhibit B.
9.
On or about August 25, 2014, Talk Fusion filed a lawsuit against me in
the Circuit Court of the 13th Judicial Circuit in and for Hillsborough County, Florida,
Circuit Civil Division. Talk Fusion chose to sue me in Florida State Court instead of
a Federal District Court. In its complaint, Talk Fusion alleges that I defamed them
in the complaint I filed with the Better Business Bureau. Talk Fusion gave me no
warning of the lawsuit after their letter, neither did they offer to mediate my dispute,
nor offer arbitration before the AAA as an option prior to filing the lawsuit against
me in Florida State Court. A true and correct copy of the complaint is attached here
as Exhibit C.
10.
I was served with the summons for the complaint on or around August
25, 2016. I am not a lawyer, and did not know how to properly respond to the lawsuit.
Had the lawsuit been filed in a court in New Jersey near my residence, I could have
hired a local attorney to review the complaint and respond to the complaint
accordingly.
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At the time I received the complaint, I did not believe the lawsuit was
valid, as I never expected to be sued in a Florida State Court, and questioned whether
the court had jurisdiction over me.
12.
Talk Fusion got a default judgment entered against me in the Florida
State Action. The judgement was entered in on or around October 15, 2014. Because
I did not respond to the complaint, the judge treated the allegations in the complaint
as true. The amount of the default judgment was around $15,000. A true and correct
copy of the Judgment After Default in Damages and Permanent Injunction
("Judgement") is attached hereto as exhibit D.
13.
On or about October 15, 2014, I sent a letter to Caroline Washington of
the Florida Department of Agriculture and Consumer Services' Division. My letter

was in response to her letter dated September 30, 2014. In the letter, I reiterated that
I was upset that Talk Fusion had not refunded my money, and that I was, in fact,
never able to use the product. I also stated that I waited 3 months to request a refund
because I believed the claims of the Talk Fusion sales associate that he was going to
conduct live training at my office. I made several attempts to schedule live training;
however, I was never provided with live training by Talk Fusion nor any of its
associates. I also stated that I did not find the tutorials offered by Talk Fusion to be
helpful in learning to use the Talk Fusion software. I pointed out that I contacted
Talk Fusion on several occasions, and Talk Fusion's representatives informed me
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obligated, under the FTC regulations, to verbally advise me of the three-day right to
cancel at the time of purchase. A true and correct copy of the letter is attached here
as Exhibit E.
14.
On or about December 10, 2014, Talk Fusion filed an action to have the
Florida Judgment domesticated in New Jersey.

15.
In response, I had to retain local counsel to attempt to have the
Judgment set aside. On or about January 1, 2015, my counsel, Laura Rodriguez,

Esq., filed a Motion to Set Aside the Judgment. A true and correct copy of the motion
is attached hereto as Exhibit F.
16.
In response to my attorney's argument that the Florida State Court did
not have personal jurisdiction over me, Talk Fusion's counsel filed an Opposition to
Motion to Vacate Judgment and argued that my complaint with the Better Business
Bureau in Florida subjected me to personal jurisdiction of the courts of the State of
Florida. When I purchased the Talk Fusion software at my office in New Jersey, I
did not expect to be sued in a Court in the State of Florida. A true and correct copy
of the motion is attached hereto as Exhibit G.
17.
As a result of Talk Fusion's continued litigation in the Florida State
Court, I retained an attorney licensed to practice law in Florida to attempt to set aside
the default judgment entered in the Florida State Court. A true and correct copy of
21
6
1 my affidavit in support of Defendant's Affidavit in Support of Defendant's Motion

2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
To Set Aside Default and Default Judgment is attached hereto as Exhibit H.

18.
In or around April 2015, I received a letter from Thomas E. Sullivan,
Esq. concerning the judgement obtained in the Florida State Court action and entered
in a New Jersey State Court. Attached to the letter was a document entitled
Interrogatories in Aid ofExecution. The interrogatories asked personal and private

information about me, such as my full name, address, date of birth, social security
number, and driver's license. Talk Fusion also requested extensive and highly
intrusive questions about my financial status and net worth. A true and correct copy
of the letter and interrogatories is attached hereto as exhibit I.
19.
Talk Fusion has taken subsequent legal action against me following the
default judgment they obtained against me. Among other things, Talk Fusion sought
and has obtained an award of attorney's fees and costs in the amount of $8,078.50.
A true and correct copy of Talk Fusion's Affidavit as to Attorneys' Fees and Costs
is attached hereto as Exhibit J.
20.
Attached hereto as Exhibit K is a true and correct copy of Talk Fusion's
Policies and Procedures Effective March 5, 2016. I have reviewed Paragraph 41,
entitled Dispute Resolution. Had Talk Fusion offered confidential mediations to
resolve my grievances at the time of my dispute, and paid the fees and costs of the
mediation, and I would not be liable for Talk Fusion's attorneys' fees, I would have
21
7
1 mediated my dispute as opposed to filing a grievance with the Better Business

2
3
4
5
Bureau.
21.
I declare under penalty of perjury under the laws of the United States
that the foregoing is true and correct. Executed this

~(t""""c.,~
2016, at New Jersey.
6
7
8
Eric Einholz
9
10
11
12
13
14
15
16
17
18
19
20
21
8
Zo rf.~
day of
Exhibit A
hups ://us-mg5.mai1.yahoo.com/neo/ launch?.rand=6jlc2nbbffi.co#5444044684
Print
Subject :
RE: training
From:
suppport@talkfusion.com (support@talkfusion.com)
To :
Date :
Monday, May 19, 2014 2 :2 1 PM
Eric,
Respectfolly, you can use all of the products and train yourself and/or use the current tutorials.
Mitlon
From: EE [mai~
b I Ot
. J;::}Sent: Monday, May 19, 2014 12 :26 PM
To: suppport@ta lkfusion.com
Subject: Re: trai ning
You did not answer my question. :-(
ERIC EINHOLZ
this is a "MUS T WATCH"

friends please watch AND SHARE ! !
www.isasocial .com/eeinholz
I of4
8/26/20 14 3 :43 PM
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A. TAYLOR
August 14, 2014
WATSO\I
Via U.S. Mail and Email to

einholz e@vahoo.com
Eric Einholz
433 Piaget Avenue, STE 3
Clifton, NJ 07011
Re:
Talk Fusion, Inc. : Complaint to Better Business Bureau
Dear Mr. Einholz,

This firm represents Talk Fusion, Inc. ("Talk Fusion"). Talk Fusion forwarded me your
complaint to the Better Business Bureau ("BBB") wherein you refer to Talk Fusion as a
"pyramid scheme." This statement is false and defamatory. Talk Fusion demands that you
retract the complaint containing this false and defamatory statement within three days.
Let me state at the outset, Talk Fusion is not writing because you made a complaint to the
BBB. You are free to complain to the BBB if you wish and Talk Fusion will respond to the BBB
accordingly. You go beyond making a complaint to the BBB and include in your complaint to
the BBB the false statement, "It [Talk Fusion] is not a real MLM, but a pyramid scheme."
You seem to have some familiarity with multi-level marketing. I am sure you realize that
accusing a multi-level marketing company such as Talk Fusion of being a pyramid scheme is a
very serious and damaging accusation. Your statement that Talk Fusion is a pyramid scheme is
false and defamatory. Talk Fusion is not in any way a pyramid scheme. You have no way of
even knowing if Talk Fusion could possibly be a pyramid scheme. You knew this statement was
false when you made it. Calling Talk Fusion a pyramid scheme is not an opinion. You made
this false statement either out of frustration or as a deliberate attempt to damage Talk Fusion. No
matter your motive, the statement was intentional and exposes you to liability for damages.
Accusing Talk Fusion of being a pyramid scheme is the equivalent to accusing Talk Fusion of a
crime and is therefore defamation per se. In cases of defamation per se, damages are presumed.
In other words, merely making the statement is sufficient to expose you to damages.
Mr. Eric Einholz

August 14, 2014
Page 2
Talk Fusion offers a three day money back guarantee from the date the service is
activated. When you purchased Talk Fusion's product, you clicked off a box indicating that you
had read and agreed to Talk Fusion's Policies and Procedures, Terms of Service, Terms and
Conditions and Refund Policy, including the three day refund policy. Additionally, Talk
Fusion 's three day refund policy is actually displayed on the BBB's website regarding Talk
Fusion.
L/
y A S l.:::
You purchased Talk Fusion's product on February 6, 201 , sed the product, d did not
quest to depart
request a refund until May 12, 2014. Talk Fusion cannot comply w1
from its clearly stated three day refund policy. You had immediate access to Talk Fusion's
system and an opportunity to try it out during the three day period. Furthermore, Talk Fusion
paid an instant commission to a third party based on your purchase and cannot recoup the
commission. This is not a retail transaction where you can simply return an unused product to the
store. For all these reasons and others, Talk Fusion must insist on enforcing its three day refurid
policy.
You agreed to Talk Fusion's three day refund policy at the time of purchase and Talk
Fusion is merely enforcing its policy as it does with all other customers. Calling Talk Fusion a
pyramid scheme in an attempt to get a refund will not be tolerated. Talk Fusion repeats its
demand that you withdraw your complaint and remove the defamatory statements within three
days.
Sincerely,
Edward J. Kuchinski, Esquire
EJK/HD
Exhibit C
Filing 1117471816 Electronically Filed 08/25/2014 01 :58:58 PM
IN THE CIRUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT

IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIRCUIT CIVIL DIVISION

Case No.
Plaintiff,
Division:
vs.
ERIC EINHOLZ, an individual

Defendant.
COMPLAINT
Talk Fusion, Inc. sues Eric Einholz and alleges:
J.
This is an action for damages exceeding $ J5,000, exclusive of interest costs and
'
attorney fees, and for permanent injunctive relief.
2.
Plaintiff, Talk Fusion, Inc. ("Talk Fusion") is a corporation organized under the
Jaws of the State of Florida witli its principle place of business in Brandon, Florida.
3.
Talk Fusion is a direct sales (or multi-level marketing) company that markets its
products through independent associates ("Associates"). Talk Fusion markets and sells various
video communication products for personal and business use, including a webbased software
that allows a customer to create video emails and send them to friends, family, and customers; all
without attachments or special software to install. Associates are customers of Talk Fusion's
services, but also sell Talk Fusion's products, recruit other Associates, and earn commissions.
4.
Eric Einholz ("Einholz") is an individual who resides in New Jersey.
5.
On February 6, 2014, Einholz became a Talk Fusion Associate,
6.
Talk Fusion has a three day money back guarantee from the date of activation.
Einholz agreed to this policy when he became a Talk Fusion Associate. Einholz had access to
1
and used Talk Fusions services for over three months. Additionally, Talk Fusion paid an instant
commission to a third party when Einholz became an Associate.
7:
On May 12, 2014, after Einholz had access to and used Talk Fusion's product for
approximately three months, Einholz requested a complete refund of his purchase price.
Consistent with its three day money back guarantee, Talk Fusion denied Einholz's request for a
refund.
8.
After Talk Fusion denied Einholz request for a refund, Einholz electronically made a
complaint to the Better Business Bureau of West Central Florida, (the "BBB - WFL"). A copy of
Einholz's complaint to the BBB-WFL is attached as Exhibit A.
9.
The BBB - WFL is a not for profit corporation organized under the laws of the State
of Florida with its principle place of business in Clearwater, Florida.

10.
. 11.
Einholz complaint was made directly to the BBB - WFL located in Florida,
Einholz complaint States, "$920 stolen! ... At this point I realize that this is an
unscrupulous company and l will only settle for a full refwid. It is not a real MLM company but
a pyramid scheme." This statement is false and defamatory. Calling a direct sales company like
Talk Fusion a "pyramid scheme" is a serious and damaging allegation.
.'
12.
After Einholz complained to the BBB - WFL, Talk Fusion WTote Einholz advising
him that his complaint contained a statement that was defamation per se and demanding that he
withdraw the complaint. A copy of Talk Fusion's letter is attached hereto as Exhibit B. Einholz
responded by email that " ... I will continue to defame your company ... " A copy of Einholz's
response is attached as Exhibit C.
13.
Einholz posted a defamatory statement about Talk Fusion on Talk Fusion's
Facebook page stating, "Those dirt bags stole

my money." See Exhibit D.
I
14.
Einholz has also posted defamatory comments on Talk Fusion Associates' Facebook
pages, including, "Beware. Talk Fusion Stole my money, they will gladly steal yours too."
15.
Einholz created a Facebook public group entitled, "Talk Fusion is a scumbag
organization."
Jurisd!tion and VSJ11e
16.
This Court. has jurisdiction over Einholz pursuant to Section 48. 193. Florida Statutes,
because this action arises from Einliolz committing a tortious act in Florida. Einholz published a
false and defamatory statement about Talk Fusion to the BBB - WFL which is located in
Florida, and placed a false and defamatory statement on Talk Fusion's Facebook page.
17.
This Court's jurisdiction over Einholz comports with due process principles becaui.e
Einholz has committed a tortious act in Florida.
18.
Venue is appropriate in this Court because the cause of action occurred in
Hillsborough County, Florida where Talk Fusion is located and where it has been damaged.
Clai,m (Qr Defamation
19.
Einholz has made the following defamatory statements concerning Talk Fusion:
"$920 stolen! , .. At this point I realize that this Is an unscrupulous company and I will only settle
for a full refund. It is not a real MLM company but a pyramid scheme;"
"Those dirt bags stole my money;"
"Beware. Talk Fusion stole my money, they will gladly steal yours too;'' and
"Talk Fusion is a scumbag organization."
20.
Einholz published his false and defamatory statements in Florida to the BBB - WFL
and on Talk Fusion's Facebook page.
21.
Einholz either knew his statements were false or made the statements without
reasonable care as to the truth or falsity of his statement

22.
Einholz stating that Talk Fusion stole money and calling Talk Fusion a "pyramid
scheme" is defamation per se. Therefore,. general damages are presumed as a matter of law and
Einholz is subject to punitive damages.
WHEREFORE, Talk Fusion, Inc. requests the Court enter judgment against Einholz:
a) for damages;
\
b) awarding Talk Fusion punitive damages;
c) permanently enjoining Einholz from publishing defamatory sl1.tements

concerning Talk Fusion, and
d) for all other relief the Court deems just and proper.
Edward J, Kuchinski, Esquire

ekychinski@sbwlegal.c2m
Mahlon Barlow
Florida Bar Number: 0871117
mbarlow@sbwlegal.com
401 E. Jackson Street, Suite 2225
Tampa, florid21 33602
Telephone; (813) 221-4242
Facsimile: (813) 227-8598
Attorney for Plaintiff
<;
Exhibit D
INSTRUMENT#: 2014348628, BK: 22860 PG: 66 PGS: 66 - 69 10/16/2014 at 04:42:40

PM,
DEPUTY CLERK:SSANDERS Pat Frank,Clerk of the Circuit Court
Hillsborough County
..
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Plaintiff,
Case No. 14-CA-8590
vs.
Division: B
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JUDGMENT AFfER DEFAULT FOR DAMAGES AND PERMANENT INJUNCTiON., ~
<.,..,.
THIS CAUSE came to be heard ex p~e on October 14, 2014 upon Plaintiff's, Talk
; ! !; . ; :.
Fusion, Inc. ("Talk Fusion"), Motion for Defuuit Judgment After Default. The Court, after
reviewing the pleadings, hearing argument of Talk Fusion's counsel, and otherwise being fully
advised in the premises, finds and adjudges as follows:
Finding of Fact and Conclusions of Law

1.
Talk Fusion served Defendant, Eric Einholz ("Einholz") with its Complaint herein, alleging
a single count for defamation, on August 25, 2014.
2.
Einholz did not file a response to the complaint or respond to the complaint in any way.
3.
The Clerk of the Court entered a default against Einholz on September 25, 2014.
4.
All well pied factual allegations ofthecomplaint are taken as true.
5.
Talk Fusion is a Florida Corporation. with its principal place of business in Brandon,
:: ,tJ:."
Florida. Einholz is a resident of New

6.
Jersey. .
Einholz electronically made a complaint to the Better Business Bureau of West Central
Florida, (the "BBB - WFL").
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Bk 22860 Pg 67
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7.
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in Clearwater, Florida.
8.
Einholz complaint to the BBB-WFL state~, "~_920 stolen! ... At this point I realize that this
is an unscrupulous company and I will only settle for a full refund. It is not a real MLM
company but a pyramid scheme."
9.
Einholz posted a defamatory statement about Talk Fusion on Talk Fusion's Facebook page
stating, "Those dirt bags stole my money."
10.
Einholz has also posted defamatory comments on Talk Fusion Associates' Facebook pages,
including, "Beware. Talk Fusion Stole my money, they will gladly steal yours too."
11.

organization."
12.
Talk Fusion wrote Einholz and demanded he remove his defamatory statements. Einholz
refused to do so.
-,
~ '.
'
This Court has jurisdiction over Einholz pursuant to Section 48.193. Florida Statutes,
;
13.
: ;
because this action arises from Einholz committing a tortious act in Florida. Einholz
published a false and defamatory statement about Talk Fusion to the BBB - WFL which is
located in Florida, and placed a false and defamatory statement on Talk Fusion's Facebook
page.
14.
This Court's jurisdiction over Einholz comports with due process principles because
15.
Venue is appropriate in this Court because the cause of action occurred in Hillsborough
County, Florida where Talk Fusion is iocated and where it has been damaged.
Bk 22860 Pg 68
-. lrH~f1 ~r; NOlr A

(13EfrltREf8}i~J~Forida
16
law.
17.
Pursuant to Florida Rules of Civil Procedure 1.500, the Court finds that Einholz has failed
to file or serve any paper in this action, and has failed to plead or otherwise defend as
provided for by the Florida Rule of Civil Procedure.
18.
The Court hereby finds Eric Einholz)iable for defamation as alleged in Talk Fusion's
complaint.
19.
Einholz' statements that Talk Fusion stole.his money, that Talk Fusion is a ''unscrupulous
company", and that Talk Fusion is ''not a real MLM company but a pyramid scheme", are
defamatory per se. General damages are therefore presumed.
20.
The Court finds that an injunction is necessary to prevent Einholz from repeating and
republishing his defamatory statements. Einholz has continued to post defamatory
comments about Talk Fusion on the internet despite Talk Fusion's demand that he desist.
Talk Fusion has sustained and will continue sustain irreparable injury unless Einholz is
enjoined. Talk Fusion is without an adequate remedy at law to redress the harm caused to
its legitimate business interest by Emholz' actions. Damages are inadequate to deter
Einholz and protect Talk Fusion's reputation. The issuance of an injunction against Einholz
.... ~. .
will not threaten the public health, safety, or welfare and the equities favor Talk Fusion.
Judgment
21.
It is adjudged the Plaintiff, Talk Fusion, Inc., 1319 Kingsway Rd. Brandon, Florida 335102515, recover from Defendant, Eric Einholz, 433 Piaget A venue, Ste. 3, Clifton, NJ 07011,
the sum of $15,000 that shall bear interest at the legal rate, for which let execution issue.
scanned
10
16
2014
=;" .....
Bk 22860 Pg 69
lH ~fi
22.
~fs) NCOl A
~~ER,F,FttE(8'}~~Twk
Fusion, including statements that Talk Fusion is unscrupulous, a pyramid scheme or stole
his money.
23.
The Court reserves jurisdiction to consider an award of punitive damages against Eric
Einholz, to enforce this judgment and to grant such further relief as may be necessary and
proper.
DONE AND ORDERED in chambers of Hillsborough County, Florida on October
) "f"
2014.
~,~
'I.
., .. .Honorable Martha Co~

~.l11 .
Copies to:
Edward J. Kuchinski, Esq.
Eric Einholz
433 Piaget Avenue, Ste. 3
Clifton, NJ 07011
4
.. , ,::::. ,.; ~- :, ,; ~ E:e .,_j
Exhibit E
ERJC EINHOLZ
433 PIAGET AVE. STE 3
CLIFTON NJ 07011 -3002
October 15, 2014
Via e-mai l and US Mail.
Carolina Washington
Florida Department of Agriculture
Consumer Services Division
2005 Apalachee Pkwy.
Tallahasse, Florida 32399-6500
Subject: Refund, Talk Fusion
Ref: complaint # 1408-36218 /CW
Dear Ms. Washington:
This is my response to your letter of Sep 30, 2014. I may not be as eloquent as the
attorneys employed by Talk Fusion to cover up their misdeeds, but I will attempt to offer
you the details that were omitted from their letter to you.
First, as stated in their letter, I am indeed very upset that Talk Fusion has not refunded
my money, because I was in fact never able to use the product (logging in to their website
does not constitute using their product as intended).
Second, the reason I waited 3 months to request the refund was because I naively
believed the clai ms of the sales rep, that he would conduct live training AT MY
LOCATION. I made numerous attempts to schedule that promised training, but the
response was always "sometime next week", or similar empty promises.
That same rep also promised me that there would be excellent tutorials available on the
Talk Fusion website. In the interim I did attempt to use their tutorials. They were, in
fact, so outdated, that they bore little resemblance to the current product, rendering them
totally useless. I subsequently requested current tutorials from their customer support
department, but after several attempts, was told "train yourself' (see enclosed
documentation). Simply because their lawyers state that the tutorials are useful, does not
make it a fact. ONLY after making attempts to learn the product through various
channels, did I request a refund, in frustration, since I had by that time spent $920, and
received absolutely nothing of value in return.
Additionally, they have recently stated in their correspondence to me that their product
did not offer "squeeze pages". When the sales rep presented the product, I mentioned
that I was about to place an order with "A-Weber" (a product that provides online
squeeze pages), and he clearly stated that I would not need to order form A-Weber, as
that feature was already included with Talk Fusion.
I would also like to note that when I first made a complaint to the local BBB in Florida,
Talk Fusion's attorney sent me a letter THREATENING ME WITH LITIGATION ifl
did not withdraw my complaint with the BBB. Upon further research on various internet
posts, I have discovered that this is their apparent modus operandi: Should someone
complain, instead of addressing their customer complaint honestly, sue the customer!!
They have had an exceptionally large number of BBB complaints (in my opinion), but
apparently have been able to resolve them all by threatening their customers with
litigation.
Furthermore, because I dared to voice my very derogatory OPINION of this company on

social media, they have indeed sued me for defamation. Rather than treat their customers
with respect, and providing excellent customer service, they seem to prefer the
intimidation approach.
With regards to the sales presentation itself: It is FTC regulation that in a direct sales
situation, that the sales rep, (whether employed directly by the company, or an
independent rep), VERBALLY ADVISE the consumer of their J day right to cancel, AS
WELL as HAND THE CONSUMER the 3 day cancellation notice. In.this case, neither
regulation was followed. So since FTC regulations were clearly violated, I believe Talk
Fusion is obligated to not only refund my money, but to totally withdraw their ridiculous
lawsuit against me.
I could go on and on with other complaints that numerous people have against this
company (including other less vocal members of my local community), but I don't want
to make this letter any longer than need be.
In closing, their 3 day refund policy is a joke, not only because they flagrantly violated
FTC regulations, but because it is impossible for a busy person to know if their product
works in 3 days, especially with such lack of support. Please feel free to contact me
directly at 973 -750-8090, should you have any further questions.
Sincerely,
Eric Einholz
Exhibit F
Laura Rodriguez, Esq.

Darrington & Rodriguez, LLP
149 Washington St. 2nd Floor
Bloomfield, NJ 07003
(973)558-5469
Attorney for the Debtor
Eric Einholz
SUPERIOR COURT OF NEW JERSEY

LAW DIVISION
PASSAIC COUNTY
Talk Fusion, Inc.,
Creditor,
Judgment No: DJ-238655-14
vs.
Civil Action
NOTICE OF MOTION
Eric Einholz
Debtor.
TO:
Marks & Sokolov, LLC

1835 Market St, 2st11 Fir.
Philadelphia, PA 19103
Attorney for Creditor Talk Fusion
PLEASE TAKE NOTICE that the undersigned Attorney for the Debtor, Laura
Rodriguez, Esq., shall apply to the above named Court located at 77 Hamilton St., Paterson, New
Jersey 07505 on February 2Q1h 2015 at 9 O'cloek in the forenoon or as soon thereafter as
Counsel can be heard for an order as follows:
1. To vacate the judgment entered on December 10, 2014
PLEASE TAKE NOTICE that in support of said motion, Laura M. Rodriguez, Esq.,
will rely upon the attached c.ertification which contains the grounds for the relief sought.
Oral Argument is requested only if opposition is received R. 1:6-2.
Date:
1/'d- h<
~YI _ _
J:bj_~'---1_
By: _ _
1... _____
149 Washington St. 2d Floor
(973)558-5469
lrodriguez@drllp.com
Attomey for the D.ebtor
Eric Einholz
I certify that confidential personal identifiers have been redacted from documents now submitted
to the court, and will be redacted from all documents submitted in the future in accordance with
Rule 1:38-l(b).
Date:
I/;>, Il <"'
'Laura Rodriguez, Esq.

149 Washington St. znd Floor
(973)558-5469
Eric Einholz
SUPERlOR COURT OF NEW JERSEY

LAW DIVISION
PASSAIC COUNTY
Talk Fusion, Inc.,
Creditor,
VS.
Civil Action
CERTIFICATION IN SUPPORT
OF MOTION
Eric Einholz
Debtor.
I, Laura Rodriguez, Esq., am the attorney for the plaintiff in the above-captioned matter. I make
this certification in support of the motion to vacate the judgment against the debtor. This motion
should be granted because:
1. The judgment is based on a default judgment obtained in the state of Florida.

2. 1\/lr. Einholz was a resident of New Jersey at the time the action was initiated in
Florida.
3. The court in the state of Florida had no personal jurisdiction over Eric Einholz.
4. Debtor, Eric Eiullolz, never purposefully availed himself of Florida nor was he served
personally while in the state of Florida
5. Debtor, Eric Einholz, has a valid defense to the claim by the Creditor, Talk Fusion,
and deserves the opportunity to defend himself in a court with valid jurisdiction over
him personally.
6. Any statements made by Mr. Einholz are protected under the First Amendment and
are not actionable by the creditor.
I certify that the above statements made by me are true and that if any of the statements are
.:villfully false, I mn subject to punishment.
Date:
l/&,e-111
By:~
.
Esq.
o nguez,
Laura Rd
149 Washington St. 2m1 Floor
(973)558-5469
Jrodriguez@drllp.com
Eric Einholz
CERTIFICATION OF SERVICE
I certify that on I!dtl1f I sent a copy of the Notice of Motion, Certification, proposed
forul of Order, and Amended Complaint to the following parties by certified mail.
Marks & Sokolov, LLC
1835 Market St, 28th Fir.
Attorney for Creditor Talk Fusion
Date: lJ~tr
149 Washington St. 2"d Floor
(973)558-5469
lrodriguez:@drllp.com
Eric Einholz

149 Washington St. 2nt1 Floor
(973)558-5469
Eric Einholz
SUPERIOR COURT OF NEW JERSEY

LAW DIVISION
PASSAIC COUNTY
Talk Fusion, Inc.,
Creditor,

Civil Action
vs.
ORDER
Eric Einholz
Debtor.
THIS MATTER, having been brought before the Court upon the Motion of Laura Rodriguez,
Esq., attorney for the debtor, for an Order vacating the judgment dated December 10, 2014 and
the court having read and considered the moving papers, any argument of counsel aud any
opposition thereto, and for good cause shown,
IT IS on this _ _ day of _ _ _ _ _ _., 2015 ORDERED:

1. The Judgment dated December 10, 2014 is hereby vacated.
FURTHER ORDERED that a copy of this Order be served upon all parties within __
days of the date hereof.
~Opposed
_'_ Unopposed
Exhibit G
183!> Market Street, 28th Fluor
Marks & Sokolov
Pblladelphi, PA 19103
Tel: +l (~IS) 5~9-8901

F~x! 4-1 (215) 5611-8912
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---ATTORNO:Y!ll AT LAW - - -
THOM.\S C. SULLIVAN, ESQUIRE
PHILADELPHIA I MOSCOW
LICENSEO !N l'l!:NNSVlXM<rA, NEW ,JERS'eV

ANO D. COLORADO
TSUI..LIVAN@ll'ISl,ECA.L.COM
February 19, 2015
Via Facsimil @1.973.247.8064

The Hot1. Thomas J, Laconte
Superior Court of New Jersey
Passaic County Courthou5e
71 Hamilton Street
Paterson, NJ 07505
RE:
Tlllk Fusion, Inc. v. Eric Einholz;

Superior Court of New Jer:sey - Law Divi.Jlon - Passaic Count),
DJ-238655 - Motion to Vacate Judgment
Dtar Judge Laconte:

This will confirm my conversation with Carmen from your Chambers that the above
captioned Motion remains under review and that 110 appearanPe is n<:ce~s11ry for oral !lrgument 1111
originally noticed by Movant for February 20, 2015. Plaintiff, Talk Fusion, Inc. requests oral
argument at the Court's convenience, however, th<: underaigned couns~l is not avallable on Friday,
February 27, 2015 or Mortday, March 2, 2015 but is available on Friday, March 6, 2015.
Thank yoi.i for your consideration
For:
TCS/omd
cc:
Lpura Rodrigi1er., Esq.
PI!!Lil.!.>&LFIUA.
I MOSCOW
MARKS & SOKOLOV, LLC

Thomas C. Sullivan, Esq.
Bruce S. Marks, Esq.
J835 Market Stre'et 28 1h Floor
Philadelphia, Pennsylvania 19103
Talk Fusion, Inc.

Creditor,

Law Division
Passaic County
v.
Judgment No. DJ-238655-14
Eric Einholz,
Debtor
Opposition to Motion to Vacate Judgment

INTRODUCTION
from .Florida based Talk Fusion,

Inc. ("Talk Fusion") which provided a three day money back guaranty. Three months later,
when his belated demand for a refund was refused, Einholz began a smear campaign, sending
defamatory communications to the Better Business Bureau - West Central Florida in Florida and
posting defamatory comments on Talk Fusion's Facebook page. When Talk Fusion's attorney
demanded retraction of the defamation, he refused, threatening "! will continue to defame your
company" unless a refund was provided.
In response, Talk Fusion sued Einholz for defamation in Florida. After service, Einholz
ignored the suit. Talk Fusion obtained a default judgment for $15,000 in October 2014 (the
"Florida Judgment") which it recorded in New Jersey in December 2014 pursllfillt to the "Full
Faith and Credit" clause of the U.S. Constitution. On January 20, 2015, Einholz moved to vacate
the New Jersey judgment --unsupported by a brief or even his affidavit -to impose more expense
on Talk Fusion, alleging the Florida court lacked jurisdiction over him. The motion borders on
frivolous, not coming remotely close to meeting his burden of challenging the Florida Judgment.
First, under Florida's Jong-aim statute, Honda Statutes, Section 415.1 ?J, rmuaa nau
personal jurisdiction because Einholz committed"a tortious act in Florida by, inter alia, sending a
defamatory communication about Talk Fusion to the BBB-WFL in Florida and posting a
defamatory communication about Talk Fusion on Talk Fusion's Facebook page.
Second, Florida and New Jersey caselaw confirm non-residents who "purposefully
direct" tortious conduct, such as defamatory commnmnications, at or about forum residents in
the forum satisfy the "minimum contacts" requirement imposed by the Due Process clause.
Third, Einholz's conclusory motion docs not meet his burden to establishjurisdiction is
constitutionally unreasonable once "minimum contacts" are satisfied.
PROCEDURAL HISTORY
On August 25, 2014, Talk Fusion filed a Complaint in Florida and served Einholz.
"Florida Judgment"). Florida Judgment, Exhibit B. On December 10, 2014, Talk Fusion
recorded its Florida Judgment in New Jersey. On, January 20, 2015, Einholz filed a Motion to
Vacate the Judgment (the "Motion"). The Motion had no supporting brief; nor was it supported
by Einholz's affidavit or any evidence.
Parties
Talk Fusion is a corporation organized under the laws of the State of Florida with its
principle place of business in Brandon, Florida. Complaint,~!? Talk Fusion sells video
communication products. Complaint, ~2. "Associates'' sell Talk Fusion's products, recruit other
'The facts are based on the Complaint and Florida Judgment.

'Brandon is a suburb of Tampa.
Associates, and earn commissions. Complaint, 13, Einholz resides in New Jersey. Complaint,
Background
On February 6, 2014, Einholz became a Talk Fusion Associate by executing an

agreement on Talk Fusion's website and making payment through a predit card for Talk Fusion's
communication product. Complaint, 15, Talk Fusion has a three day money back guarantee
from date of activation. Einholz agreed to this policy when he became a Talk Fusion Associate.
Complaint, 16. On May 12, 2014, after Einholz had access to and used Talk Fi1sion's product for
three months, Einholz requested a complete refund of his purchase price. Complaint, 17.
Consistent with its three day money back guarantee, Talk Fusion denied Einholz's request.
Complaint, 17,
Einholz's Tortious Acts "Purposefully Directed" At Talk Fusion in Florida
After Talk Fusion denied his request, Einholz defamed it as follows:

First, Einholz electronically made a complaint to the Better Business Bureau of \Vest
Central Florida located in Florida ("BBB-WFL"). Complaint,
18.
"Einholz' s complaint to the
BBL-WFL stated: '$920 stolen! ... At this point I realize that this is an unscrupulous company
and I will only settle for a full refund. It is not a real MLM company but a pyramid scheme."'
Florida Judgment, 18 (emphasis added); Complaint, Ex. A. 3
Second, "Einholz posted a defamatory statement about Talk Fusion on Talk Fusion's
Facebook page stating, 'Those dirt bags stole my money.'"
Florida Judgment,
19 (emphasis
added); Complaint Ex. D.
"MLM" means multi-level marketing, i.e. companies which market through associates who
recruit other associates such as Avon and Mary Kay cosmetics.
Third, "Einholz also posted defamatory conunents on Talk Fusion Associates' Facebook
pages, including, 'Beware. Talk Fusion stole my money, they
wm gladly steal yours too.'"
Florida Judgment, '1[10 (emphasis added).

Fomth, "Einholz created a Facebook public group entitled, 'Talk Fusion is a scumbag
organization.'" Florida Judgment, '1[11 (emphasis added)
.Eifih,
"Talk Fusion wrote Ein.holz and demanded he remove his defamatory statements.
Einholz refused to do so." Florida Judgment, '1[12.
Einholz "continued to post defamatory
comments about Talk Fusion on the internet despite Talk Fusion's demand that he desist.''
Florida Judgment, '1[20.
In fact, Einholz threatened "I will continue to defame you" unless the
refund was provided. Complaint, '1]21.

THE FLORIDA JUDGMENT
The October 15, 2014, the Florida court made findings of fact and conclusions of law.
The Court found, inter a/ia,
jurisdiction over Einholz pursuant to Section 48.193, Florida Statutes because this action
arises from Einholz committing a tortious act in Florida. Einholz published a false and
defamatory statement about Talk Fusion to the BBB-WFL which is located in Florida,
and placed a false and defamatory statement on Talk Fusion's Facebook page.
Florida Judgment, '1[13.
The Florida Court found Einholz committed defamation per se and awarded $15,000 plus
interest while reserving jurisdiction to consider punitive damages. Florida Judgment, '112 l. The
Florida Court also permanently enjoined Einholz from repeating or republishing his defamatory
statements. Florida Judgment, '1]22.
ARGUMENT
"One of the bedrocks of our federal system is that 'Full Faith and Credit shall be given in.
each State to the public Acts, Records, and judicial Proceedings of every other State.' U.S.
4
Const. art. IV, J." McKesson Corp. v. Hackensack Med. Imaging, 197 N.J. 262, 274-75
(2009). The judgment for which full faith and credit is sought need only "be issued by a court
of competent jurisdiction in possession of valid personal jurisdiction over the defendant." Id.
Einholz challenges the Florida comt had personal jurisdiction to render the judgment. The
burden of proving a ground for non-recognition of a sister-state judgment is "on the party
asserting the ground." Kam-Tech Systems Ltd. v Yardeni, 340 N.J. Super. 414, 423 (App.Div.
2001 ). Einholz fails to meet his burden that the Florida court lacked personal jurisdiction.
Florida's Test and Procedure

In Florida, as in New Jersey, 4 "[i]t is well established that determining the propriety of a
plaintiff's attempt to exercise long-am1 jurisdiction over a foreign defendant is a two-step
inquiry." Bil/topper Holding Corp. v. Estate of Cutchin, 955 So.2d 598, 600 (Fla.App. 2007).
"The first inquiry is whether the plaintiff has alleged sufficient jurisdictional facts to subject the
defendant to long-arm jurisdiction under section 48.193." Id
"[T]he second inquiry is whether
the defendant possesses sufficient minimum contacts with Florida to satisfy constitutional due
process requirements."
Id. Third, if minimt1m contacts are established, the burden shifts to the
defendant to establish jurisdiction is constitutionally unreasonable. Id. at 60 I.
Genera)ly New Jersey's long arm statute extends jurisdiction to the full extent pennitted by the
Due Process clause. Thus, the first step in the Florida test is not required. Thereafter, New
Jersey applies a two-step due process analysis. See Wash. v. Magazzu, 216 N.J. Super. 23, 27-28
(App.Div. 1987) ("It must first be decided whether a defendant purposefully established
minimum contacts within the forum state so as to have had fair warning that a particular activity
may subject him to the jurisdiction of a foreign sovereign ... The second step is described in
Burger King as follows: Once it has been decided that a defendant purposefully established
minimum contacts within the forum State, these contacts may be considered in light of other
factors to detennine whether the assertion of personal jurisdiction would comport with fair play
and substantial ji1stice.").
Venetian Salami Co. v. Parthenais, 554 So.2d 499, 502 (Fla. 1989) "sets forth the
procedures ... to use when a defendant argues that the court lacks personal Jurisdiction over the
defendant." Hilltopper, 955 So.2d at 601. 5 "[T]he plaintiff bears the burden of pleading a basis
for jurisdiction . . . The plaintiff may do so either by tracking the language of section 48.193
without pleading supporting facts ... or by alleging specific facts that demonstrate that the
defendant's actions fit within one or more subsections of section 48.193. " Id.
Due Process Under the Fourte~nth Amendment

The Due Process Clause of the Fourteenth Amendment merely requires "fair warning that
a particular activity may subject [defendants] to the jurisdiction of a foreign sovereign." Burger
King Corp. v. Rudzewtcz, 471 U.S. 462, 472 (1985) (internal citations omitted).
Firs\, this "fair warning" requirement is satisfied for "specific jurisdiction over a
non.resident.defendant if the defendant has 'purposefully directed' his activities at resident$ of
the forum, and the litigation results from alleged injuries that 'arise out of or relate to' those
activities." Burger King, 471 U.S. at 472. "A substar1tial connection" with a forum arising out
of"a single act can supportjurisdiction." Burger King, at 475, n. 18 (quotations omitted). As
here, "a substantial amount of business is transacted'solely by mail and wire communications
across state lines, thus obviating the need for physical presence within a state in which business
is conducted." Id. at 476.
"So long as a commercial actor's efforts are 'purposefully directed'
toward ~esidents of another state, we have consistently rejected the notion that an absence of
physical contacts can defeat personal jurisdiction there." Id
'New Jersey's procedure when jurisdictional facts are not contested is the same. See Blakey v.
Cont'! Airlines, 164 N.J. 38, 70-71 (2000) (burden "on plaintiff to allege or plead sufficient facts
with respect to jurisdiction").
Second, if plaintiff establishes minimum contacts, "[t]he burden is on the defendant to

show that the exercise of jurisdiction in the chosen fomm will 'make litigation so gravely
difficult and inconvenient that [he J unfairly is at a severe disadvantage in comparison to his
opponent.'" Burger King, 471 U.S. at 478. 6
J.
EINHOLZ'S CONDUCT FELL UNDER FLORIDA'S LONG-ARM STATUTE

Florida's "long arm" statute, Section 48. 193(1 ), provides for jurisdiction over non-
resident defendants, stating:

A person, whether or not a citizen or resident of this state, who personally or through an
agent does any of the acts enumerated in this subsection thereby submits himself or
herself and, if he or she is a natural person/his or her personal representative to the
jurisdiction of the courts of this state for any cause of action arising from any of the
following acts: .. Committing a tortious act within this state.
(emphasis added)
Florida's long-ann statute "bestows broad jurisdiction on Florida courts." Internet
Solutions Corporation v. Marshall, 39 So.3d 1201, 1215 (Fla. 2010). "The [Florida] supreme
court ... opted for a broad view of the intemet and its reach into Florida." Caiazzo v. Am. Royal
Arts Corp., 73 So.3d 245, 254 (Fla. DCA 4th 2011). Under Section 48.J 93(1), a tortious act
occurs within Florida through telephonic, electronic or written communications into Florida if
the cause of action arises from those communications even if the defendant makes the
communications outside of the state.
First. Caiazzo held defamatory telephone calls made from outside Florida which were
received in Florida fell under Section 48. 193. 73 So.3d at 259. Numerous cases hold
defamatory communications made into Florida fall under the statute. Infra., fn. 7. Talk Fusion
alleged and provided a copy of the defamatory complaint which Einholz inade to the BBB WFL
in Florida which established Jurisdiction. Florida Judgment, iJ8.
'The Florida court was not required to decide this issue because Einholz chose not to appear.
Second, Internet Solutions Corporation held posting defamatory material on a website

outside of Florida about a Florida corporation constituted committing a tortious act in Florida
under Section 48. 193 when the material was accessible and accessed in Florida. 39 So.3d at [J.
th
E.g. Becker v. Hooshmand, 841 So.2d 561, 563 (Fla. 4 DCA 2003) (defamatory comments on
internet chat room that targeted Florida resident or persons likely to engage in commercial
activities with the Florida resident fell within Section 48. 193); Wendt v. Horowitz, 822 So.2d
1252, 1257 (Fla. 2002) (Section 48. 193 applies to non-resident who posted libelous material on
its own website outside of Florida targeting a Florida corporation). Talk Fusion alleged and
provided a copy of the defamatory statement which Einholz made on Talk Fusion's Facebook
page which was accessible and accessed in Florida which established jurisdiction. Florida
Judgment, 19.
II.
THERE WERE SUFFICIENT "MINIMUM CONT ACTS" TO SUPPORT
SPECIFIC PERSONAL JURISDICTION
A.
JURISDICTION WAS ESTABLISHED UNDER TRADITIONAL
MINIMUM CONTACTS
"If there is a basis for jurisdiction under section 48.193(1 ), the plaintiff must still
establish that the noruesident defendant has sufficient minimum contacts with the State of
Florida to satisfy due process oflaw." Schwartzberg v. Knobloch, 98 So.3d 173, 178 (Fla. 2nd
DCA 2010). The Due Process "minimum contacts" test is merely whether "the defendant's
conduct and connection with the forum State are such that he should reasonably anticipate being
haled into court there." Schwartzberg, 98 So.3d at 178 citing World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 297, (1980). "The requirement is satisfied if the defendant purposefully
directs activities at Florida and litigation arises out of those activities ... " Renaissance Health
Publishing, LLC v. Resveratrol Partners. LLC, 982 So.2d 739, 742 (Fla. 4th DCA 2008).
First, Einholz published a defaniatory complaint - "$920 stolen", "unscrupulous
8
company", "pyramid scheme" -- about Florida resident Talk Fusion to the BBB-WFL located in
Florida. Based upon this action, Einholz could reasonably anticipate being haled into a Florida
court. Caiazzo sustained jurisdiction over a defendant who made defamatory telephone calls into
Florida, holding "the allegedly defamatory statements were targeted into Florida, at a
competitor's business headquartered in Florida, with the alleged purpose to damage that
competitor's reputation and business operations." 73 So.3d at 258. "Based upon these
allegations, [Defendant] could reasonably anticipate being haled into a Florida court .. :'' Id.
Here, Einholz did exactly this - he directed a defamatory communication about Talk Fusion to
the BBB-WFL in Florida. 8
Second, Einholz placed a defamatory comment
"lbose dirt bags stole my money" -- on
Talk Fusion's Facebook page which constitutes an "electronic communication into Florida"
which is a "tortious act of defamation within Florida" because it was accessible and accessed in
Florida. Internet Solutions Corp, 39 So.3d at 1215. See Whitney lrifo. Network. Inc. v. Xcentric
Ventures. L.L.C., 347 F. Supp. 2d 1242, (M.D. Fl. 2004) ("comments [on Worldwide Web]
targeted a Florida resident and a Florida corporation, and concerned a Florida community .... As
a result of the defendants' contacts with Florida, they should anticipate being sued for any
E.g. Silver v. Levinson, 648 So.2d 240, 243 (Fla. 4th .DCA 1994) (defendant who mailed
defamatory letters into Florida committed an intentional act directly aimed at Florida and made
accusations targeted at a Florida resident. He 'purposefully directed' his activities at Florida....
defendant could have reasonably anticipated being haled into court ill Florida due to the fact that
his actions were intentional and purposeful, designed to have an effect in South Florida.");
Carida v. Holy Cross Hosp. Inc., 424 So.2d 849 (Fla. 4th DCA 1982) (slanderous telephone
conversation was sufficient); Achievers Unlimited, Inc. v. Nutrf Herb, Inc., 710 So.2d 716 (Fla.
4th DCA 1998) (defamatory telephone call into Florida was sufficient).
'New Jersey law is the same, holding sending tortious communications into the. state establish
jurisdiction. See Carrabba v. Morgat, 2014 U.S. Dist. LEXIS 7799, at* 13 (D.N.J. Jan., 2014)
(upholding personal jurisdiction in defamati(m case where defendant was "deliberately directing
mail, telephone, and/or email communications to the forum state, [New Jersey].")
9
defamatory statements published on their websites. Therefore, because the defendant possess at
least minimum contacts with this forum, the due process requirement is satisfied."). 9 Einholz's
comment was placed on Talk Fusion's own Facebook page, obviously targeting persons who
might do business with Talk Fusion establishlngjurisdiction. Florida Judgment, 19, 20. 10
B.
JURISDICTION WAS ALSO ESTABLISHED UNDER THE CALDER V.
JONES "EJ?:FECTS" TEST
In the tort context, Calder v. Jones, 465 U.S. 783, 789 (1984) held specific personal
'1urisdiction over [defendants] was proper in California based on the 'effects' of their Florida
conduct in California." In this case, a reporter and editor were responsible for an allegedly
defamatory story which was circulated in California, where actress Shirley Jones resided.
Calder held:
[P]etitioners are not charged with mere unta:rgeted negligence. Rather, their
intentional, and allegedly tortious. actions were expressly aimed at California.
Petitioner South wrote and petitioner Calder edited an article that they knew would
have a potentially devastating impact upon respondent. And they knew that the
brunt of that injury would be felt by respondent in the State in which she lives and
works and in which the National Enquirer has its largest drculation. Under the
circumstances, petitioners must "reasonably anticipate being haled into court there"
to answer for the truth of the statements made in their article ... An individual
injured in California need not go to Florida to seek relief from persons who, though
remaining in Florida, knowingly cause the injury in California.
Id at 789-90 (citations omitted, emphasis added).
E.g. Becker v. Hooshmand, 841 So.2d 561 (Fla. 4th DCA 2003) (sustaining jurisdiction over
defendant who posted defamatory comments on a chat room that targeted to Florida residents or
persons likely to engage in commercial activities with the Florida resident plaintiff).
1,'\
10
New Jersey law is the same. See Blakey v. Coni'l Airlines, 164 N.J. 38, % (2000) (sustaining
jurisdiction, stating: "Because defamation was alleged to be part of the harassing conduct ... it
would be fair to posit jurisdiction where the effects of the harassment were expected or intended
to be felt ... in Newark, New Jersey."); Goldhaber v. Kohlenberg, 395 N.J. Super. 380,
390 (App.Div. 2007) (sustaining jurisdiction, Califomia defend,mt who directed defamatory
internet postings at New Jersey resident should have reasonably anticipated being haled into
New Jersey court.)
10
"Distilling Calder to its essence ... the Cotui ... found ptul)OSeful direction there because
of the presence of(a) an intentional action ... (b) expressly aimed at the forum state ... with (c)
knowledge that the brunt of the injury would be felt in the forum state". Dudnikov v. Chalk &
Vermillion Fine Arts, Inc., 514 F.3d I 063, I 072 (10th Cir. 2008). 11 See Blakey, 164 N.J. at 69
(following Calder, "We are satisfied that if defendants' statements are capable of a defamatory
meaning and were published with knowledge or purpose of causing harm to plaintiff ... within
New Jersey, those intentional contacts within the fortun would satisfy the minimum contacts
requirement"). The Florida court had jurisdiction under this test.
First, Talk Fusion alleged intentional action, i.e. sending defamatory statements to the
BBB-WFL in Florida and making a defamatory statement about Talk Fusion 011 its Facebook
page. Florida Judgment, '1[8, 9. In addition, Einholz: made defamatory comm~nts on Talk Fusion
associates' Facebook pages and on Einholz's Facebook public group. Florida Judgment, 110, 11.
Second, Einholz:'s conduct was "expressly aimed" at Talk Fusion in Florida. Specifically,
the communication to the BBB-WCF was made about Talk Fusion to Florida and the
communication on Talk Fusion's Facebook page was made on the website ofa Florida resident.
Equally, the defamatory comments on Talk Fusion associates' Facebook pages and Einholz's
Facebook public group targeted Talk Fusion.
Thir~. Einholz: obviously had knowledge the brunt of the injury would be felt in Florida
because this is where Talk Fusion was headquartered and damaged. Florida Judgment, 'I[! 5.
11
As Dudnikov clarified, "In the to1t conte111, we often ask whether the nonresident defendant
'purposefully directed' its activities at the forum state; in contract cases, meanwhile, we
sometimes ask whether the defendant 'purposefully availed' itself of the privilege of conducting
activities or consummating a transaction in the forum state." Id. at 1071 (emphasis added).
11
Further, Einholz intended to hann Talk Fusion, as evidenced by his statement "I will continue to
defame your company" unless the refund was provided. Complaint, i]l 2.
Like Calder, Einholz was not charged with mere untargeted negligence. Rather his
intentional tortious actions were ai.med at Talk Fi1sion in Florida. Einholz not only knew the
brunt of Talk Fusion's injury would be felt in Florida, he intended this to pressure Talk Fusion
into providing the refund. Under these circumstances, Einl1olz should have reasonably
anticipated being haled into Florida to answer for his defamation. A party injured in the Florida
need not go to New Jersey to seek redress from Einholz, though remaining in New Jersey,
knowingly caused the i~jury in Florida.
III.
EINHOLZ CANNOT MEET HIS HEAVY BURDEN JURISDICTION IS
CONSTITUTIONALLY UNREASONABLE
"[O]nce it is established that defendant's activities relating to the action established
minimum contacts with the forum state, the 'fair play and substantial justice' inquiry must still be
made." McKesson Corp., 197 N.J. at 278. However, the burden is on the "nonresident defendant
who has been found to have minimum contacts with the forum [who] 'must present a compelling
case that the presence of some otl1er considerations would render jurisdiction unreasonable.'" Id.
(quoting Burger King, 471 U.S. at 477). As A1cKesson Corp. explains:
This determination requires evaluation of such factors as (I] the burden on the defendant,
[2] tl1e interests of the forum State, [3] the plaintiffs interest in obtaining relief, [4] the
interstate judicial system's interest in obtaining the most efficient resolution of
controversies; and [5] the shared interest of the several States in furthering fundamental
substantive social policies.
197 N.J. at 278-79 (quoting Asahi A1etallndus. Co., Ltd. v. Superior Coun, 480 U.S. 102, 113
(l 987) (internal quotation and editing marks omitted)). Florida considers the same factors if
raised by the defendant. Caiazzo, 73 So.3d at 258 (citing and quoting Asahi). Einholz's bare
'
motion does not meet his heavy burden jurisdiction would be unconstitutionally unreasonable.
12
A.
Einholz Did Not Establish Constitutional Unreasonable Burden
"[P]rogress in communications and transportatJon hM made the def~nse of a lawsuit in a

foreign tribunal less burdensome." World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286,
294 (1980). As HE.R.O, Inc. v. Self, 2012 U.S Dist. LEXIS 69004, 19 (S.D. Fla. 2012)
observed, while "there is added cost of travel to Florida, but the Court gives this factor little
weight because modem conveniences have mostly mneliorated the burdens of defending suit in
another state." As Waste Management v. Admiral Ins. Co., 138 N.J. 106, 125 (1994) observed
in sustaining jurisdiction, "The burden of a defendant coming to
the plaintiff's state, as opposed
to the plaintiff going to the defendant's home state, is too slight an imbalance to defeat
jurisdiction." In fact, "a trip from Fort Lauderdale to Newark Airpm1 is not qualitatively that
different from one from Fort Lauderdale to Tallahassee. Reliance Nat. Ins. Co. In Liquidation v.
Dana Transport; Inc., 376 N.J. Super. 537, 551 (App.Div. 2005) (sustaining jurisdiction).
Einholz offers literally no evidence jurisdiction in Florida is unconstitutionally
burdensome. If Einholz chose to do business with Talk Fusion in Florida and send defamatory
communications into Florida, defending a lawsuit in Florida imposes no unconstitutional burden.
B.
Florida's Manifest Interest
States have "a 'manifest interest' in providing its residents with a convenient forum for
redressing injuries infiicted by out-of-state actors." Burger King, 4 71 U.S. at 462, 4 73. Further,
"states have a special interest in exercising personal jurisdiction over those who commit torts
within its territory." Keeton v. Hustler Magazine, 465 U.S. 770, 776 (1984). "Florida has a
strong interest in affording relief to a company whose principal place of business is in [Florida]
and whose business activities impact [Florida]'s citizens." HE.R.O., Inc., 2012 U.S. Dist.
13
LEXIS 69044 at 20. Florida had "manifest interest" in providing a forum for Talk Fusion, whose
headqua:iters are and who was hanned in Florida by Einholz's tortious acts committed in Florida.
C.
Talk Fusio_n's Compelling Interest
"Plaintiffs ... have a strnng interest in adjudicating suit [in Florida] because ... Plaintiff's
headquarters are in Florida and ... In addition, it appears that by virtue of Plaintiffs' headquarters
being in Florida, most if not alI of the witnesses and documents in this case are likewise found in
Florida." HE.R.O., Inc., 2012 U.S. Dist. LEXIS 69044 at 20. Equally, Talk Fusion had
compelling interest in prosecuting its claims in its home forum, paiticularly given that its claims
are based on communications which Einholz unilaterally directed to and intended or expected to
'
be felt in Florida. Talk Fusion's witnesses are in Florida and key third party witnesses (BBBWFL), are also there. Id.
D.
Efficient Resolution Favored Florida
This factor asks "whether the forum state is the most efficient place to litigate the
dispute." OM! Holdings v. Royal Ins. Co. of Can., 149 F.3d 1086, 1097 (10th Cir. 1998). Courts
look at the "location of the witnesses, where the wrong underlying the lawsuit occurred, what
forum's substantive law governs the case, and whether jurisdiction is necessary to prevent
piecemeal litigation." Id
In dismissing to Virginia, Wash. v. ,Vagazzu, 216 N.J. Super. 23, 29
(App.Div. 1987) held "It will be convenient to all parties, satisfy both states' interest in an
efficieht resolution of the controversy, and provide plaintiffs the most effective reliefifthe
action is tried in Virginia where almost all the key witnesses reside, where most of the vital
evidence is to be found and where Virginia law and practice can more readily be applied ... " Talk
Fusion's own and third patty witnesses (BBB-WFL) are located in Florida, the wrong occurred
14
in Florida where Talk Fusion was defamed, and Florida law governs the claims. 1here is no risk
of piecemeal litigation since the only parties to the dispute are Talk Fusion and Einholz.
E.
Shared Interests of Florida and New Jersey Favored Florida
This factor "focuses on whether the exercise of personal jurisdiction by [the fomm]
affects the substantive social policy interests of other states or foreign nations." OM/, 149 F.3d at
l 097. New Jersey courts "presume both states share a mutual interest in preventing disparate
results occasioned by the simultaneous litigation of dual proceedings." Martinez v. Amrit, 2014
NJ. Super. Unpub. LEXIS 228 (App.Div 2014).

New Jersey and Florida shared interests were met by having this matter adjudicated in
Florida because Talk Fusion's own and third party (BBB-WFL) witnesses were located there,
Einholz's defamatory conduct was directed into Florida, and Florida law governed. Finality of
litigation is also in both states' shared interest. To have this matter re-litigated in New Jersey
would burden two courts, against both states' interest~. Einholz should not be rewarded for
thumbing his nose at the Florida court which invested time in issuing the judgment when Einholz
chose not appear.
IV.
EINHOLZ'S PURPORTED FIRST AMENDMENT ISSUES ARE IRRELEVANT
The Motion alleges Einholz' s communications are protected by the First Amendment.
Motion, p. l. This is irrelevant.
First, the only issue is personal jurisdiction, not whether Einholz may have had
substantive defenses to Talk Fusion's claims. Thus, whether Einholz made the statements is at
issue, not whether they were tortious. Htlltopper, 955 So.2d at 601 (when defendant does not
dispute making "the statements at issue but simply denied that they were tortious, [defendant]
did not contest the basis for jurisdiction"). Einholz's motion does not deny making the
statements nor could it.
15
Second, in Internet Solutions Corporation, the Florida Supreme Court rejected

consideration of First Amendment issues when deciding personal jurisdiction, following Calder:
As explained by the U.S. Supreme Court, "the potential chill on protected First
Amendment activity stemming from libel and defamation actions is already taken into
account in the constitutional limitations on the substantive law governing such suits."
Calder v. Jones, 465 US. 783, 790 ... Thus, "[t]o reintroduce those concerns at the
jurisdictional stage would be a form of double counting." Id. Accordingly, we too "reject
the suggestion that First Amendment concerns enter into the jurisdictional analysis." ld.
CONCLUSION
For the foregoing reason, Einholz's motion should be denied.
BY:

Dated: February 10, 2014
16
. r'"'\
Filing 1117471816 Electronically Filed 08/25/2014 01 :58:58 PM


Case No.
Plaintiff,
Division:
vs.

Defendant.
COMPLAINT
Talk Fusion, Inc. sues Eric Einholz and alleges:
J.
This is an action for damages exceeding $ J5,000, exclusive of interest costs and
'
attorney fees, and for permanent injunctive relief.
2.
Plaintiff, Talk Fusion, Inc. ("Talk Fusion") is a corporation organized under the
Jaws of the State of Florida witli its principle place of business in Brandon, Florida.
3.
Talk Fusion is a direct sales (or multi-level marketing) company that markets its
products through independent associates ("Associates"). Talk Fusion markets and sells various
video communication products for personal and business use, including a webbased software
that allows a customer to create video emails and send them to friends, family, and customers; all
without attachments or special software to install. Associates are customers of Talk Fusion's
services, but also sell Talk Fusion's products, recruit other Associates, and earn commissions.
4.
Eric Einholz ("Einholz") is an individual who resides in New Jersey.
5.
On February 6, 2014, Einholz became a Talk Fusion Associate,
6.
Talk Fusion has a three day money back guarantee from the date of activation.
Einholz agreed to this policy when he became a Talk Fusion Associate. Einholz had access to
1
and used Talk Fusions services for over three months. Additionally, Talk Fusion paid an instant
commission to a third party when Einholz became an Associate.
7:
On May 12, 2014, after Einholz had access to and used Talk Fusion's product for
approximately three months, Einholz requested a complete refund of his purchase price.
Consistent with its three day money back guarantee, Talk Fusion denied Einholz's request for a
refund.
8.
After Talk Fusion denied Einholz request for a refund, Einholz electronically made a
complaint to the Better Business Bureau of West Central Florida, (the "BBB - WFL"). A copy of
Einholz's complaint to the BBB-WFL is attached as Exhibit A.
9.
The BBB - WFL is a not for profit corporation organized under the laws of the State
of Florida with its principle place of business in Clearwater, Florida.

10.
. 11.
Einholz complaint was made directly to the BBB - WFL located in Florida,
Einholz complaint States, "$920 stolen! ... At this point I realize that this is an
unscrupulous company and l will only settle for a full refwid. It is not a real MLM company but
a pyramid scheme." This statement is false and defamatory. Calling a direct sales company like
Talk Fusion a "pyramid scheme" is a serious and damaging allegation.
.'
12.
After Einholz complained to the BBB - WFL, Talk Fusion WTote Einholz advising
him that his complaint contained a statement that was defamation per se and demanding that he
withdraw the complaint. A copy of Talk Fusion's letter is attached hereto as Exhibit B. Einholz
responded by email that " ... I will continue to defame your company ... " A copy of Einholz's
response is attached as Exhibit C.
13.
Einholz posted a defamatory statement about Talk Fusion on Talk Fusion's
Facebook page stating, "Those dirt bags stole

my money." See Exhibit D.
I
14.
Einholz has also posted defamatory comments on Talk Fusion Associates' Facebook
pages, including, "Beware. Talk Fusion Stole my money, they will gladly steal yours too."
15.
organization."
Jurisd!tion and VSJ11e
16.
This Court. has jurisdiction over Einholz pursuant to Section 48. 193. Florida Statutes,
because this action arises from Einliolz committing a tortious act in Florida. Einholz published a
false and defamatory statement about Talk Fusion to the BBB - WFL which is located in
Florida, and placed a false and defamatory statement on Talk Fusion's Facebook page.
17.
This Court's jurisdiction over Einholz comports with due process principles becaui.e
18.
Venue is appropriate in this Court because the cause of action occurred in
Hillsborough County, Florida where Talk Fusion is located and where it has been damaged.
Clai,m (Qr Defamation
19.
Einholz has made the following defamatory statements concerning Talk Fusion:
"$920 stolen! , .. At this point I realize that this Is an unscrupulous company and I will only settle
for a full refund. It is not a real MLM company but a pyramid scheme;"
"Those dirt bags stole my money;"
"Beware. Talk Fusion stole my money, they will gladly steal yours too;'' and
"Talk Fusion is a scumbag organization."
20.
Einholz published his false and defamatory statements in Florida to the BBB - WFL
and on Talk Fusion's Facebook page.
21.
Einholz either knew his statements were false or made the statements without
reasonable care as to the truth or falsity of his statement

22.
Einholz stating that Talk Fusion stole money and calling Talk Fusion a "pyramid
scheme" is defamation per se. Therefore,. general damages are presumed as a matter of law and
Einholz is subject to punitive damages.
WHEREFORE, Talk Fusion, Inc. requests the Court enter judgment against Einholz:
a) for damages;
\
b) awarding Talk Fusion punitive damages;
c) permanently enjoining Einholz from publishing defamatory sl1.tements

concerning Talk Fusion, and
d) for all other relief the Court deems just and proper.
Edward J, Kuchinski, Esquire

ekychinski@sbwlegal.c2m
Mahlon Barlow
Florida Bar Number: 0871117
mbarlow@sbwlegal.com
Tampa, florid21 33602
Telephone; (813) 221-4242
Facsimile: (813) 227-8598
Attorney for Plaintiff
<;
COMPLAINT ACTIVITY REPORT

Cons..irner Info:
Case# 67288869
Einhol:1 Etic
1
433 Pl!getAve STE 3

c111ton, NJ 070113002
973 750.SOllO 973 7$08090
Bo!l<>r BuslnH Buroau Srvlng Weot Florida
Bu.orness Info; TalK Fusion, Inc.

1319 Kingowoy Rd
Brandon. FL 335102616
813 651-4030
einhol:,..e@yahoo.com
Location Involved:
(Same as above)
Consumer's Oriijlnal Complaint:
Onlin service promised training via onlln~ tutorials. Tutorials so outd~ted that they are U$$less. rendering service useless to me. $920 stolon I
Tslk F1.J&ion's online Hrvioee are 3old th~Qugh Independent distributors, via ii "Multl Le.vel Merk.et:lng 11 bas Ii. Over the winter l 1;1l1end~d ;i;1 ~err'ljr'l~f in NJ
,an by one oflhei, rep,, "Hatter Alvaroz".
I consider myself quite adopt at te<:hnology, butt was concerned about gettin; their sorvlc,,$ up ond
running quicl<ly. Mt. Alvara, promised product training oesarons to be held on a LOCAL basis at a time that waa convenient lo me. Ho also alluded to
the excellent Miine tutorial that were offered by the T$1k lueion Company. I also exploined that I was about to pu,ehase ''squ~ezo pages" from a
competito,, and he assured mo that they would be available vra tho Talk Fusion site. at much better prico.
On Feb 6, 2014, I purchal"'d th seivice for $S1S, ond agreed to Mura montlily l)i!llng at $35.00 per month. I logged Into the $1te, and attempted lo use
the tutorials, only to discoV\lr that they were so outdated, that they did not even resemble !ho current version of Talk Fusion that I was trying to acc,,ss.
In oHence, the tutorials wero totally u,el!l$s, rendering the product unavollable to me. Over tho naxl ieveral wee,o, I logged in e tim trying to l~rn
the &y$tem myself, but became totally ftustrated by It's complexity, and lad< of relevent tutorials. I also made multiple verbal requests to my "ponoc>r'
for the promised local training, 1nd his responso was typically "we will try to oet It up lllr next week". I was pali~nt, and continued to pay lhe monthly
ohorges, bot the promised training never meterlallzed.
When I asked thEtir support how I was supp09ed ~ maKa use of the S&Nica, thelr response was ' train yourself'.
1
They havo '"'"d to rotund the $920 to my doblt card.

I sough! a refund via my bl!lnk/d&bit oal'd company, talk fusions response ($1.lmmatized) wa, l)roofthat I had logged in. Of co1.,U$Q: I logged It'\, lo attempt
to use tha eerviCe. Bui was unable to learn it due kl raCk ot relevant tutorlals that were promised in the sales pre,$111:nt.atlon, as wetl as on the website.
Al this
point I ~allze that this is on unoortJpurous e-0mpany. and I will only settle for rUll 1'$luM.
seh~'.
. Additional documenlii!tion i& available upon request.

Const.nner'!!'i, D,Mired Resolution:
full rel\JM of $920.00 . since lck of prorni,ed Morlals ,ondored service unvi!able TO Mia,
BBB Proooplng
08/04/2014
web
0810512014
OB/0512014
KTD
Otto
BBS
1366
EMAIL
c .... Reool\led by BBB

Caao Rvl$W~ by BBB
Notify Business of Dispute
lilil!6:!'iiiit~!Mi:MJiooipai\y,\liiii)i}iyfiifuiil
Sivyer Barlow & Watson, P.A.

ATTOl\Nl';.VS AT LAW
MAliI.ON
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su,T~vs1 FIIM~CIAI, Cr.~TM
P.\lGE A. GRBF..NLB.t
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Surrt 222.:i
CAIL. M, Ai'lf:.i\CROrill~lt
DA.\'IJ)
S.
WA'l'S()N
T,\/,IPA, FL 38602
(813) 221,4242
FAX: (8 ta) 227-8598
F):i,,t.... r1f)j, KUCHfN&ll:I
J. C,\R.l.'J'Ol'il, Mt'rCHtiLL
'l'i'WW,Sbwlegtil.00111
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ekuchinskJ@obwlcg,d,<:on>.
jACQ.UtLJN.E A, TAYU..li\.
August 14, 20 l4
l'Acl. D. WATSON
Via U.S. Mail and Email to

eittholz e@y@oo.com
Eric Einholz
433 Piaget Avenue, STE 3
Clifton, NJ 0701 l
Re:
Talk Fusion, Inc. : Complaint to /Jetter Business Bureau
Dear Mr. Einholz,

1bis finn represen~ Talk Fusion, Inc. ("Talk Fusion"). Talk Fusion forwarded me your
,;:omplaint to the Better Business Bureau ("BBB") wherein you refer to Talk Fusion as a
"pyramid scheme." This statement is fulse and defamatory. Talk Fusion demlll!ds that you
retract the complaint containing this fitls.e and defamatory statement within three days.
Let me state c:11 the outset, Talk Fusion is not writing oecau~e you made a complaint to the
BBB. You are free to complain to the BBB lf:you wish and Talk Fusion will respond to the BBB
accordingly. You go beyond making a complaint to the BBB and include in your complaint to
the BBB the folse statement, "It [Talk Fusion] is not a real MLM, but a pyramid scheme."
You seem to have some familiarity with multi-level marketing. I am sure you realize that
accuslng a multi-level marketing company such as Talk Fusion of being a pyramid scheme is a
very serious and dwnaging accusation, Your statement that Talk Fusion is a pynunid scheme is
false and defamatory. Talk Fusion is not in any way a pyramid scheme. You have no way of
even knowing if Talk Fusion could possibly be a pyramid scheme, You knew this statement was
false when you made it. Calling Talk Fusion a pyramid scheme is not w1 opinion. You made
this false statement either out of frustration or as a deliberate attempt to damage Talk Fusion. No
matter your motive, the statement was intentional and exposes you to liability for damages.
Ac,;:using Talk Fusion of being a pyramid scheme is the equivalent to accusing Talk Fusion of a
crime and is therefore defamation per se. In cases of defamation per se. damages are presumed.
In other words, merely making the statement is.sufficient to expose you to damages.
'I,
EXHIBIT
!'
It'
. ' I
'
Mr. Eric Einholz
August 14, 2014
Page 2
Talk Fusion offers a three day money back gi1arantee from the date the service is
activated. When you purchased Talk Fusion's product, you clicked off a box indicating that you
had read and agreed to Talk Fusion's Policies and Procedures, Tenns of Service, Terms and
Condition~ and Refund Policy, including the three day refund policy. Additionally, Talk
Fusion's three day refund policy is m;tually displayed on the BBB's website regarding Talk
Fusion.
You purchased Talk Fusion's product on February 6, 2014, used the product, and did not
request a refund until May 12, 2014. Talk FU11fon cannot comply with your request to depm
from its clearly stated three day refund policy. You had immediate access to Talk Fusion's
system and an opportunity to try it out during the three day period, Furthermore, Talk Fusion
paid an instant commission to a third party based on your purchase and cannot recoup the
commission. This is not a retail transaction where you can simply retum M unused proouct to the
store. For all these reasons and others, Talk Fusion must insist on enforcing its three day refund
policy.
You agreed to Talk Fusion's three day refund policy at the time of purchase and Talk
Fusion is merely enforcing its policy as it does with all other customers. Calling Talk Fusion a
pyramid scheme in an attempt to get II refund will not be tolerated. Talk Fusion repeats its
demand that you withdraw your complaint and remove the defamatory statements within three
days.
'i
t
t
Edward J. Kuchinski, Esquire
EJKJHD
i'
'
I
I
Ii
Edward Kuchinski
From:
E E <einholz_e@yahoo.,0111>
Sent:
Thursday, August 14, 2014 4:03 PM
To:
Cc:
Subject:
Heather DeCoeur
Edward Kuchinski; ADamianoESQ@gmail.com
Re: Talk Fusion
Categories:
Red Category
You guys are ridiculous.

Send a refund, I will retract my complaint.
Otherwise, the complaint stands, and I will continue to defame your company, because
your company is dishonest and furthermore your method of business is criminal.
You have a lot of nerve sending a letter like this.
EE
ERIC EINHOLZ
Garden State Advisors Ll.C
Helping busy PROFESSIONALS on
the path to Financial Independence
433 Piaget Ave.
Ste#3
Clifton, NJ 07011-3002
ph: 973-750-8090 fax: 973-689-9090
this is a "MUST WATCH''
friends please watch AND SHARE !!
www.isasocial.com/eeinholz
From: Heather DeCoeur <hdecoeur@sbwleqal,gom,.
To: "einhol~ e@yahoo.corn" <einholz e@yahoQ.f.Qm~
Cc: Edward Kuchinski <EKuchinski@sbwlegal.com>
Sent; 1hursday, AYgust 14, 2014 2:01 PM
Subject: Talk Fusion
Mr. Einholz,
Please see attached correspondence for your review and file.
EXHIBIT
I C,
Thank you,
Heather
Christine Scherer Stager We love the products of Talk Fusion. We are

absolutely convinced that this is a great Company and Bob Reina is a grec
But unfortunately to reach people in Swit:zerland is almost impossible. The
brochure is a good thing .
.j t.,
L1ke R'-'ply 's'.1 n,,,. ;, 11""'-' '"('"i
\.,;,
'' ._)
'(.,,. l -..., ~:. ,.,..
.~
Eric Einholz Don~ buy into Talk Fusion. Those dirt-bags stole my mofley.
""'.,.._
...
.lllil Like Reply 9 hours ngo
CJ Vir;;,w ~ mnrp f'nmmPntc:
EXHIBIT
I!~STRtlMEN'l'#: 2014340628, BK: 22860 PG: 66 PGS: 66 - 69 10/16/2014 at 04 :42:40

PM,
Dli!i'tl'l'Y CLEliUC: SBANDE.RS l?at Frank ,Clerk of the Ci:roui t Coux:t
Hillsborough County
~,
IN
nm ClRUIT COURT OF nm THJRTBBN'IH JUDJCIAL CIRCUIT

IN AND FOil lllLLSBOROUGH C.OUNTY, FLORJDA
CIRCUIT CML DIVISION
TALK FUSION, INC,, a Florida COIJX)llltlon,
C111111 No. l 4-CA-8590
. . Plaintiff',
Division: B
VS,
BRIC ElNHOLZ, 11D Individual
advised Iii the premises, finds 1111d mijwlges as followo:
FJndlpt o{l!)llt apd Conelpplop ot Law
I.
Talk FQ$lon served Deft:indant, Erle Elnhob. ("Blnhob.'') with its Complaint herein, alleging
a single count for delwnatl.011, on August 25, 2014.
2,
Emholz did ru>t filu a l\'l8JIOlllKl tn 1he c:ompla.lnt or respond to 1he complaint in eny way.
3.
The Clerk of1he Court entered a delimit aplnat BIDhob: on Seplelnber 25, 2014.
4,
AU well pied fimtual allegaliom1 oflhecomplalnt ~ wken as true.
s.
Tulk Fusion is a Florida Coi:poialion,witb ibl prineipal plBCe of busllle.BII in Bmadon,
Florida. Biuholz is a rmidcmt of New i~.

6.
Elnholz
~ made
a complalnt tn 1he BCltter Bualnoss Bureau of West Central
Florida, (the "BBB - WFL".).

l
ilk 22860 Pg 67
...
I
7.
The BBB.:.. WFL is a Florida not for profit corpondion with. its principle place ofbusinllllll
in CleatWBter, Florida.
8.
Elnholz complal:nt to the BBB-WFL Slated, "S;io

stolen! ... At this point I 1'lllllir.e that this
I,
.
ill an UJlllCntPWOU8 CODlJmDY mu:! I WID: only sc,tt:le fur a full ret\md. It is not II n:al MLM
company but a pytamid scheme,"
9.
Binholz posted a didiinlatary stalllJ:!lent about Talk Fusion on Talk Fusion's Paoebook page
stating, "Those dht bagll stole m.y JDoney."
lo.
Btaholz bu also posted de&matory conunmltl on Talk Fusion Associaws' Facebook pages,
Including, "Beware. Talk Fusion Stole m.y money, they will gladly steal yours too."
i l,
Elnholz created a Facebook public group Olltitled, "Talk Fusion Is a $Clllllbag

. '
. oqp,ni:>ati'>ll." ..
12,
Talk Fusion wrow Elnholz mid demanded ho mnave his du&matory statement!!, Elnholz
rofusud to. do so .
13.
This Court has jurisdiction over
,' ,.. . .
J.
Emiio'b' pur'suant ID SOGtion

,, 48.193, Florida Saaiutes,
because. this IICfion arises from Elnholz committiPg a tortioua act In Florida. Einbolz
published a :mJ.se 1111d defamatory rltaleWllD1 a.bout Talk Fusion to the BBB - WFL which i~
loc:atcd in Florida, mid placed a false and def,rnirtory statement on Talk Fusion's Facebook
page.
14.
This Court's jurisdiction over Elnholz comports with due progess principles because
Elnholz bas commitwd a tortloua act in Florida.
15.
Venue is appropriate in. this Court booau.se the causo .of w:tion ollCUl'l'ed in HlllsboroJl8b.
County, Florida wbei:e Talk Fusion Is :locatlld mu:l where it has been damaged.
,,
ec~t\ne,:!
\0
16
2014
131';
22960 Pg 60
'\
16.
Tiu, Court finds that Talk Fwdon hu slated a causes of action for defiunation undDI' Florida
l&w,
17, . Pursuant to Florida Rules of
Civil Procedure 1.500, the.Court&.da tbatBinholz hu fll.ilcd
to ftle or se.rve my paper in this aotlon, and has fll.iled to p!Clld Of.' otherivi11e defimd
1111
provjdi::d for by the Florida Rule of Civil Procedure.
18.
The Court hereby finds Erle Etnholz,, liabl11 :fur defumotion as alleged in Talk Fusion's
"
complabrt.
19.
Binholz' atat.mnents that Talk Fusion stole'hia momy, that Talk Fusion is a ''unscrupulous
oompany", and thst Talk Fusion u "not a i:eal MLM compmy but a pyramid scheme", are
defirrnatory per se. General damages are 'lbereJbte premimed.
20.
The
Court finds thst an iajunetion is mocslllll'Y to prevent EJnholz :ftom iepeatiq and
republishing hill deftunatory
statements. Elnholz has continued to post defamatory
comma about Talk Fusion on the lntemet despite Talk Fusion's demand that he desist.
. ,,,.
Talk Fusion has sustained and will con~ austain ltrcparable iajury unl11SS EJnholz Is
enjoined. Talk Fusion is without an adequate reuii:d,y at law to rcdniss the hmm CIIIISed to
Its legitimate blWIUIII intetest by Ehlllolz' actions. Damages are l.uadeqwt.e to deter
Bmhob:ud protect Tulk Fusion' ~ o n . The issuance ofan i.qj1nwtion against Einholz
... ,...
. will not threaten the pubHr.: health, safety, or WCllfbre and the equities favor Talk Fusion.
lvdmmt
21.
Ith! adjudgodthe Plaint!~ Talk:Fwdon, Jnc., 1319 Kmgsway Rd. Brandon, Florida 33510-
/25 IS, nicovc from Deiimdant, Erle EJnholz, 433 Piaget Avenue, Ste. 3, Clifton, N107011,
the sum of Sl 5,000 thst shall hew intmut at the legal ndt:, for whieh let execution ui11ue.
3
scannad
1 Q
1 S
201 4
. ..
]3!: 22860 l?g 69
22.
Binholz is Ol'.ljobu:d :Imm repeating or republlilhlng his defiunatory rtatements about Talk
Fusion, includmg ~ t s that Talk Fwtion iH unscrupulous, a pynunld scheme or stole
hismom,y.
23.
The Coul1 reserves jurisdiction to corisider ail award of punitive darnqes aplrut Bric
.Binholz,. to cnfon,e this judgment and to enmt ,uch fw1her reUef 1111 may be necellW)' and
DONE AND ORDERED in c:hambem of Hillsborough Cowuy, Florida on October.
) "f . 2014.
--~~~
" ., .Honorable Manha Co
,~ i
t+,
Copic,ato:
Edward J, Kuobioski, Esq.

401 E, Jackson Street, Suite 2225
Tmopu, Florida 33602
Eric Einholz
433 Pill8et Avenue, Ste. 3
Clifton, NJ 07011
"
BTATI:! OF FLORIDA
CQUN'fY OF HILLSBOAOUGH)
THIS IS TO Ol!RTIFY THAT THE ~OREGOING I$ A

TRUE.AND CORREC1' COPY OF THE DOCUMENT ON
FILE IN MY OFFICE. WITN~$S MY,,.HMlP2 A~[},
OFFI
Sr.AL THIS... ~- ':~IOF9.!f.,:v./).<:i"l:\, 0" ,y.-
PAT FRANK
a:~~-o.
4
lMSTR'UM2NTlt: 2014349628, BK: 22960 PG: 66 PGS: 66 - 69 10/16/2014 at 04:42:40

PM,
DEl?ll'l'Y CLERK:SSANDERS Pat Frank,Cl@rk of th~ Circuit court
Hillsborough county
",
nm
IN THE CIRUIT COUR.T OF

THIRTEENTH JUDICIAL CIRCUIT
IN ANO FOR HILLSBOROUGH COUNTY, FLORIDA.
ClllCUl'i' CML DMSION
TALK FUSION, INC,, a Florida co~on.
Case No. 14-CABS90
,P~
Division: B
VB,
ERIC EINHOLZ. en indlvidulll
:reviewing the pleadings, hearing lllJJIIIDllDI of Talk Fusion's IIOUWIGI, and othwise bdng fully
adviiied in the pnmnims. finds ~d adjudge11.w1 follows:

r
EP4iPr uf Fact and Copp1111lop1 uf Law

l.
Talk Fusion served Defendant, Brie BinhoJz ("Binholz") with itll Complaint herein, alleging
a IIIDgle llOl1llt fur defilma1fon, OD A.ugust 25, 2014.
2.
Binholz did not ffle a ,:espome to the oomplaint or respond to the complaint in any way.
3.
The Clerk of tho Court entered a deJhult flg8iDst Binholz on Septeinb 25, 2014.
4.
A.11 well pied fllctaal alleptiom oftbe'~mplaint are takon u
5.
Talk Fusion is a Florida Cmponllion, with its prlru.lipal place of m111mHs in Bnmdon.
Florida. Blnholz Is a nsldent of New i~.
6.
true.
Bmholz 'electronically nuuJe a complaint to tho Betler Business Bw:cau of West Central
Florida. (fho ''BBB - WFL'?,
1
Bk 22t'160 Pg 67
7.
Tho BBB .:.. w,L is a Floridll not for profit ewporation with its principle place of business
. in Claatwater, Florida.
8..
Binholz complaint to the BBB-WFL ~ ,?20 !JtOlenl .,, At this point I realize that this
ill an uosm:upuloua company and I will: only settle for a full rdl.l.Qd. It is not a real MLM
eompany but a pyramid scheme.
9.
Elnholz posted a de&niulOry statament about Talk Fusion on Talk fusion's FDllllbook pap
stating, "Those di.rt baas stole my money."
10.
Einholzbas 111$0 posteddmmotory cnmmenlll on Talk Fusion AllBDOlates' Facebook pages,

irulhullng. "Beware. Talk Fusion Stole my money, they will gladly st.ea! YOUill too."
it.
Emolz created a Fau:ebook publlc gronp entitled. "Talk Fusion is a SllUlllblig

. organldon." ..
12.
Talk Fusion wrote Einholz and demanded he rmmrve bis dv&tnatory lllatemenltl, Einhclz
refused to do so.
13.
; I, '
I' \ '~
,I'
This Court bas jurisdiction over Einii<ibi pursuant to Section 48.193. Florida S1atutes,
because. thill action arises from Emholz committing a tortious act in Florida. Einholz
published a mllie and duflllnatory llllltllmRlt llbout Talk Fus.ion to the BBB - WFL
. which is.
104:lltcd ln Florida, and placed a false and cfofiunaU>ry statement on Talk Fusion's Facebaok
page.
14.
This Court's jurisdiction over Einholz
CIOIIlportll
with due
pw00&1
pri.Dlllples 1xlc:lflll!ll
Bumolz bu gonunftted a tortlous aat in Florida.
l S,
Vil.DUii is llpj:>n)priatc in this Colll1 because the cause of action .occllm:d in HillBborough
County, Florida where Talk Fusion Is io.:aled and where it bas been damapd.
Ell!. 22860 Pg 68
16.
The Court liDds that Tnlk Fusion bus Btutud a cause of lllllion for de1iimudon imder Florida
law.
17. . Punwmt to Florida Rules of Civil Procedure 1.500, lbll Comt fitids that Einholt bus fililed
to rue or 8fflll.l any paper in this aatlon, Bild bu failed to plead or Olhotw:lse deAmd as
provlded :fbr by the Florida Rule of Civil Proeedme.
18.
The Court hereby liDds Eric Einholz liable for defiurnmon as alleged in Telle Fusion's
'
"
19.
Einholz' statmncnts tba1 Telle Fusion stol1s'his money, that Telle Fusion is a ''unsC.l'llpulous
company", and that Telle Fusion is ''not a real MLM company but a pymm.ld scheme", me
deflrrnatory pm: se..Oeueral dam1ges lln'I them'brcl presumed.
20.
The
Court liDds dUlt llll iqjunction is neceesury to p,:,:vent Einholz fi:om repeatiiig and
rcpublishhls hill deflrrnatory .matementll, Einb.o1z bus contltnred to post detll:matory

commcnts about Telle Fuirion on tbe intelnet despite Telle Fusion's dwnand dUlt he desist
.. . '..
,,;
Telle Fusion baa BU8tained and will contlit~ ~ inepai:able iqjury unl11BS Binholz is
eivoined. Talk Fusion is without 1111 adequate ~ at law to redress the hmn C11W1ed to
Its Ieglt!mm:e business ID.to.mt by 'E1:a!wJg' lllllions. JJamases ltnl inadequate to deter
Binholz and protect TellcFusiOD.'s~on. The lsawwce ofllll injunction ngalnst EJnholz
,
'nl,,'
. will not tbtvaten die public health, sa:ftlty, or welfatc and the equities fil.vor Tolk Fusion.
bdemt
21. . Itis aqjudae,d 1he Plninliff; Tellc Fusion. Ina., 1319 Kfng&wa.y Rd. Bmnd.on, Florida 33S 102515, teCOVerftvaiDeiendaat. EricEinholz, 433 Piaget Avenue, Ste. 3, Clifton, NJ 07011,
tho sum of $15,000 tbat shell beat i1ltere,t et the lepl ratu, tor which let exewtion i1111UO.
\
3
scanned
1 Q
16
2014
Bl:: 22960 l?g 69
22.
Binholz is enjoined ftom repeating or republlilhing his deilunatory statements about Talk
Fusion, lnclwtina ~ that Talk Fll8ion is 1UllllltUplllo1Jll, a pyramid aoheme ot lltole
bis money,
23.
The Court resem:s jurisdiction to consider ail
u.want or punitive damages against Erie
'
Einhol.z, to anforae this judgment and to grant sueh further relief u may be llllCIISllfll'Y and
proper.
DONB AND ORDERED in chambers of Hillsborough County, Florida on October
I "I
2014.
-~~
, . .,..:,.Honorable Martha coi}2

'
Copies to:
Edwmd J, Kucblnaki, Esq.

401 E. Jackson Stnot, Suite 2225

Eric Elnholz
433 Plqet Avenue, Ste. 3
Clifton, NJ 07011
J.
..
STATE OF FLOFIIOI\
)
OOUl'fTY OF HILLSSOROUGHl
~HIS IS TO Cl:RTIFY THAT THE FOREGOING 1$ A
'\"RUE AND COI'IRECT COPY OF THE DOCUMENT ON
FILE IN MY
~:f"JJ. Tt;:fgF1irr.l.Glf2t.li
1
MT FRANK
CLERK OF Ol~C~IT COURT
J . ' . ~~
. D.C.
Iii.,""
4

1835 Market Street 281h Floor

Law Division
Passaic County
Talk Fusion, Inc.

Creditor,
v.
Eric Einholz,
Debtor
ORDER
THIS MATTER having come before the Court upon Debtor Eric Einholz's Motion to
Vacate Judgment, and the Court having considered the papers submitted, and any oral argument,
and for other good cause having been shown;
IT IS on this---....-
day of _ _ _ _ _ _ ,___ , 2015, ORDERED that Debtor's
Motion to Vacate Judgment is hereby DENIED.
FURTHER ORDERED that a copy of this Order shall be served upon all counsel of
record and unrepresented parties within ___ days of entry hereof.
HON.

Law Division
Passaic County
Talk Fusion, Inc.

Creditor,
v.
Judgment'No. DJ-238655-14
Eric Einholz,
Debtor
Certificate of Service
I, certify that on February 11, 2015, I served a true and conect copy of Creditor's
Opposition to Motion to Vacate Judgment by United States Postal Service prepaid certified mail
to:
Laura Rodriquez, Esq.
Darrington & Rodrigue, LLP
149 Washington Street
2"d Floor
Attorney for Debtor, Eric Einholz

Date: February 11, 2015
BY:
Isl Thomas C. Sullivan

Tl10!11as C. Sullivan, Esq.
Exhibit H
IN THE CIRCUIT COURT OF THE 'THIRTEENTH JUDICIAL CIRCUIT

IN AND lFOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL ACTION
TALK FUSION, INC.,
CASE NO.: 14-CA-8590
Plaintiff,
vs.
ERIC EINHOLZ,
Defendant.
DEFENDANT'S AFFIDAVIT IN SUPPORT OF DEFENDANT'S MOTION TO SET

ASIDE DEFAULT A~'D DEFAULT JUDGMENT
STATE OF NEW JERSEY
BEFORE ME this day personally appeared Defendant Eric Einholz, who, being first duly
sworn, deposes and says:
1.
I have personal lmowledge of this matter, as I am the Defendant in this matter.
2.
I have personal knowledge of the facts contained in this Affidavit.
3.
Sometime in September 2014, I was served with the Summons and Complaint: at my office
at 433 Piaget Avenue, Suite 3, Clifton, New Jersey 07011.
4.
Fallowing service of the Summons and Complaint, I sought legal advice via the free online
service at avvo.com. I was told that since the action was in Florida, the Plaintiff would have
trouble collecting any judgment from me, as I live in New Jersey. I understood that to mean
that the Florida courts did not have jurisdiction over me, and that 1 had nothing to worry
about.
5.
On or about October 2014, I moved out of the office located at433 Piaget Avenue, Clifton,
New Jersey. After I m oved out of the office, I did not receive any mail being sent to this
office.
6.
Thereafter, I was travelling outside of the United States for about a month, and had not
received any other documents relating to this matter rmtil December 2014.
7.
On or about late December 2014, I received a Notice from the Superior Court of New
Jersey, stating that the Judgment entered in Florida has been recorded in New Jersey on
December 10, 2014.
8.
The Notice had been sent to a mail drop located at 208 Main Street, Suite 400, Keansburg,
New Jersey 07734-1735. Neither my home nor my office arc located at this address.
9.
Thereafter, I contacted an attorney, Laura Rodriguez, Esq. at Darrington & Rodriguez,

LLP, in New Jersey.
l 0.
In or about January 2015, my attorney, on my behalf: moved to vacate the Judgment in the
Superior Court of Ne:w Jersey, Passaic County.
11.
In or about March, 2015, the Superior Court ofNew Jersey denied my Motion to Vacate.
12.
Thereafter, I tried to figure out whether there were any other options available to me, and
I believed that I probably did not have many options available.
13.
In or about August 2015, I contacted The Law Offices of Damian G. Waldman, P.A. ,
located in Clearwater, Florida, to see if the Default Judgment against me could be vacated.
14.
It should also be noted that I have been diagnosed with clinical depression. This disability
often prevents me from remembering details and events, and from keeping track of matters,
including keeping track of the notices, events, and documents in this matter.
15.
I have read the Motion to Vacate the Default and Default Judgment and this Affidavit and
know the allegations and facts contained therein are true, accurate and correct.
FURTHER AFFIANT SA"1JrETH NAUGHT.
Eric Einholz
(
~
I,
SWORN TO and subscribed before me this Ji_ day of . :_;)f \) I ('}"() 0

2015, by Eric Einholz. He is personally known to me or(/) produced
:-\o .\ c.J
t l( CX.
N_'_7_D---'-L______
as identification.
STEPHANIE COONEY
Notary Public
~,.=..\.,...Jc-=--L..1<..>::_,__~'-"-4'-L.ILi"--'vp
State of New Jen;ey
My Commission Expires Feb 26, 2019
My commission expires:
l~ / ~ (, {I g
Exhibit I
("'}; Marks & Sokolov

"~~;;;,
1835 Market Street, 28th Floor

Tel: +l (215) 569-8901
Fax: +l (215) 569-8912
www.Marks-Sokolov.com
ATTORNEYS AT LAW - - -
THOMAS C. SULLIVAN, ESQUIRE

LICENSED IN PENNSYLVANIA, NEW JERSEY
AND D. COLORADO
PHILADELPHIA I MOSCOW
TSULLIVAN@MSLEGAL.COM
April 1, 2015
lrodriguez@drllp.com
Laura Rodriguez, Esq .
149 Washington Street - 2"d Floor
RE:
Talk Fusion, Inc., Creditor v. Eric Einholz, Debtor

Superior Court of New Jersey - Law Division - Passaic County
INTERROGATORIES-IN-AID OF EXECUTION
Dear Ms. Rodriguez:

Please find attached Interrogatories-In -Aid of Execution directed to your client, Eric
Einhol z.
Thank you,
Very trul y yours,
For:
Isl Thomas C. Sullivan

MARKS & SOKOLOY, LLC
TCS/omd
PHILADELPHIA
I MOSCOW

1835 Market Street 28th Floor
____________________________________
:
:
Plaintiff,
:
:
v.
:
:
Eric Einholz,
:
Defendant
:
____________________________________:
Talk Fusion, Inc.
TO:

Law Division
Passaic County
DJ-238655-14
CIVIL ACTION
INTERROGATORIES IN AID OF
EXECUTION
Eric Einholz, Defendant

PLEASE TAKE NOTICE that Plaintiff Talk Fusion, Inc. hereby requests Defendant Eric
Einholz (hereinafter you or your) to, in accordance with Rule 4:17-4, answer under oath
within 60 days the following Interrogatories-In-Aid of Execution:
1. Please set forth your full name?
2. What is your current address?
3. What is your date of birth?
4. What is your Social Security Number?
5. Please set forth your driver's license number?
6. What is your current telephone number?
7. Please set forth:
(a) The full name and address of your employer:
(b) Your weekly salary: Gross $_______
Net $_______
(c) If not presently employed, name and address of last employer.

(d) Is there currently a wage execution on your salary?
Yes ___ No ___
8. List the names, addresses and account numbers of all bank accounts and/or investment
accounts on which your name appears.
Attach copies of the three most recent bank statements for each account listed in Question 8.
9. If you receive money from any of the following sources, list the amount, how often, and
the name and address of the source:
Type
Alimony
Amount & Frequency
Name & Address of Sources
Loan Payments
Rental Income
Pensions
Bank Interest
Stock Dividends
Other
10. Do you receive any of the following, which are exempt from levy?
Social Security benefits Yes _____
Amount per month? ____

2
No _____
S.S.I. benefits
Yes _____
No _____
Welfare benefits
Yes _____
No _____
V.A. benefits
Yes _____
No _____
Unemployment benefits Yes _____
No _____
Workers compensation benefits

Yes _____
No _____
Child support payments Yes _____
No _____
Attach copies of the three most recent bank statements for each account listed in Question 9 that
contains funds from these sources.
11. Do you own the property where you reside?
Yes ___ No ___
If yes, state the following:
(a) Name of the owner or owners:

(b) Date property was purchased:
(c) Purchase price:
(d) Name and address of mortgage holder:
(e) Balance due on mortgage:
12. Do you own any other real estate?

Yes ___ No ___
If yes, state the following for each property:
(a) Address of property:
(b) Date property was purchased:
(c) Purchase price:
(d) Name and address of all owners:
3
(e) Name and address of mortgage holder:

(f) Balance due on mortgage:
(g) Names and address of all tenants and monthly rental paid by each tenant:
13. Does the present value of your personal property, which includes automobiles, furniture,
appliances, stocks, bonds, and cash on hand, exceed $1,000?
Yes ___ No ___
If the answer is "yes," you must itemize all personal property owned by you.
Cash on hand: $___________
Other personal property: (Set forth make, model and serial number. If financed, give name and
address of party to whom payments are made).
Item
Date Purchased
Purchase Price
Balance Still Due
Value
14. Do you own a motor vehicle?

Yes ___ No ___
If yes, state the following for each vehicle owned:
(a) Make, model and year of motor vehicle ____________________________ _
(b) If there is a lien on the vehicle, state the name and address of the lienholder and the
amount due to the lienholder:
(c) License plate number:

(d) Vehicle identification number:
15. Do you own a business?
Yes ___ No ___
If yes, state the following:
(a) Name and address of the business:
(b) Is the business a Corporation, sole proprietorship or partnership?
(c) The name and address of all stockholders, officers and/or partners;
(d) The amount of income received by you from the business during the last twelve months:
I hereby certify that the foregoing statements made by me are true. I am aware that if any of
the foregoing statements made by me are willfully false, I am subject to punishment.
Date:
, 2015
_________________________
Eric Einholz
Exhibit J

Case No. 14-CA-8590
Plaintift
Division: 8
vs.
ERIC EINHOLZ, an individual,
Defendant.
AFFIDAVIT AS TO ATTORN}:YS' FEES AND COSTS

STATE OF FLORIDA
COUNTYOF HILLSBOROUGH
BEFORE ME, the undersigned authority, personally appeared Edward J. Kuchinski, who,
being first duly sworn! deposes and states as follows:

1. I am an attorney, licensed to practice law in the State of Florida for over twenty years,
and I make this Affidavit based upon my personal knowledge.
2. I am employed by Sivyer Barlow & Watson, P.A. and am also a custodian of records.
3. Sivyer, Barlow & Watson, P.A. represents Plaintiff, Talk Fusion~ Inc.
{"Talk
Fusion").
4. Attached to this Affidavit is a true and correct copy of a statement reflecting all time
expended to research and prepare Talk Fusion's Motion for Contempt against Defendant, Eric
Einholz. I anticipate expending an additional four (4) houts through the conclusion of this
matter.
5. It is the regu]ar practice of Sivyer Barlow & Watson, P.A. to produce bilHng
statements. The biHing statements are made and kept in the ordinary course of Sivyer Barlow &
Watson, P.A. 's business. The time entries within the billing statements are entered by persons
with knowledge of the time expended and are entered at or near the time that the time was
expended.
6. The standard hourly rates for attorneys and paralegal assistants handling this matter
on behalf of Plaintiff are:
MahJon H. Barlow
Edward J. Kuchinski
. $ 415.00 per hour
$ 320.00 per hour
7. Plaintiff is indebted to its attorneys for fees incurred in the amount of $6,798.50, as
reflected in the attached summary. plus $1,280.00 in fees to conclude this matter, for a total of
$8,078.50 in attorneys' fees and costs presently.
FURTIIER AFFJANT SAYETH NAUGHT.
Edward].~
SWORN TO AND SUBSCRJBED before me this ~ y of May, 2015, by Edward

J. Kuchinski, who is. personally known to me and who did take an oath.
~~
NOTARY >UBLIC
Print name: fjtr1

frt,r(JS((.((11? _____~ ..
My commission expires:
Statement of Account
001288
000020
Talk Fusion
Einholz, Eric
03/31/201505/14/2015
Time & Rate: Original Value
1319 Kingaway Road

Brandon, FL 33510
Fees
I ;~Dte ~t~j ~~iDl~.ff ~~-~~'i4f~~-~-~r@otf~*ti~~Z~f:l~i~~l';;i:~;j~1h~;~~~~~W;lKti*~3 Time IHr!Y iteJ Orig ~MQunt f Bill Amount
3131/2015 MH8
conference with firm attorney regatttlng strategy.
0.30
$415
$124.50
$124.50
3131/2015 EJK
Research and email client re motion for contempt Prepare motion for
3.50.
$320
$1.120.00
$1,120.00
$1,244.50
$1,2.C4.50
$1.280.00
contempt and research re same.
Total fees: 03/2015

4/1/2015
41212015
EJK
EJK
413/2015
MHB
413/2015
EJK
416/2015
EJ!(
417/2015
MHB
3.80
Research re cMJ injunctions and fines for same: research punHiV& damages.
4.00 .. $320
Research and: revise motion for contempt
2.00
$320
$640.00
$1;280.00
$640.00
conf~rn;e with firm attorney ~garding available remedies for defamation in

vfolatlon of a court order; brief legal research regarding same.
Further research re contempt and revise motion re same.
0.60
$415
$249.00
$249.00
.4.00
$320
$1,280.00
$1.280.00
3.20
$320
$1,024.00
$1.024.00
o.eo
$415
$249.00
$249.00
0.10
$320
$32.00
Research and revise motion for contempt; Research and prepare motion for
punit!Ve damages.
review and revise motion for contempt; conference with furn attorney regarding
same; brief legal research regarding show cau&e order.
$416.00
4/10/2015 EJK
Review transcript of New Jersey hearing.
$32.00
$160.00
$98.00
total~ees~04/2015
5/14/2015 EJK
Prepare for heaimg on motion for contempt;_ prepare order; prepare fee
16.60
2.50
$320
$800.00
$800.00
$800.00
$800.00
affidavit..
Total Fees: 06/2015
2.50
Total Fees;
22.90
Costs and Expenses

Oate
03fJ1/2015
04130/2015
,,.,J : '.::;.;;:,'.:'ik::.'-: :f~J,..:..,!!\:11>.l.ii~'.r,\,J.,;~,/ -;/ ::{'-'f<: 'DeKriptJon :~w '._,,?-,~ - if,' >''!./ "-P ::,:s:m,\,.;;~~.:i:'1. 's~'':1;'',1 OrJg Expense l
1
Westlaw Research
$26.38
:f
BUI Amount J
$26.38
$0.00
$26.38
'.Orig cost
Total Costs/~penses:
03/201 s
$2U8
Total Costs/Expenses:
04/2016
$320.80
$320.80
$0.00
$320.80
$347.18
$0.00
$347.18
Westlaw Research
Total Cost.s/Expenses:
$320.80
Other Accounting
04/07/2015
04/29/2015
Peg 1
Payment
Payment
$816.00
$2,006.86
SM'E:R GARLOW & WATSON. P.A
Statement of Account
001288
Talk Fusion
000020
Elnholz, Eric
03/31/2015-05/1412015
Time & Rate: Original Value
Other Accounting
04/29/2015
Write Off
$0.02
'
SJVVl::R l~OV,t .t WATSON'.. P A.
Exhibit K
Talk Fusion

Effective March 5, 2016

These Policies and Procedures, in their present form and as amended at the sole discretion of Talk Fusion, Inc
(hereafter Talk Fusion or the Company), are incorporated into the Talk Fusion Independent Associate
Agreement. Throughout these Policies, when the term Agreement is used, it collectively refers to the Talk
Plan. Independent Associates shall be referred to herein as Associates. The Company reserves the right to
amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of
the amended provisions in the Associates Back-Office, but amended policies shall not apply retroactively to
conduct that occurred prior to the effective date of the amendment. An Associate may cancel his/her Talk
Fusion Business at any time pursuant to Section 32 of these policies.
If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the
void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining
provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the
law and reflects the purpose of the original provision as closely as possible. The existence of any claim or
course of action of an Associate against Talk Fusion shall not constitute a defense to Talk Fusions
enforcement of any term or provision of the Agreement.
Associates (Associate) must renew their Independent Associate Agreement each year. Associates will be
reminded of their upcoming renewal through their Back-Offices. At that time, Associates may elect to cancel
their business. If an Associate does not cancel, his or her business will be automatically renewed and the
renewal fee will be charged to the credit card he/she has on file with the Company. Annual renewal fees are
optional in North Dakota.
material used for Talk Fusion business purposes, Associates must represent themselves as a Talk Fusion
Independent Associate. In verbal conversations with prospective Associates and Customers, Associates must
likewise introduce themselves as an Independent Talk Fusion Associate. Associates shall not lead anyone to
believe that they are employees of Talk Fusion.
5. General Conduct.
https://ssl.talkfusion.com/jointf/legal/Policies-en.html[3/20/2016 11:47:28 AM]
Talk Fusion
Associates shall safeguard and promote the good reputation of Talk Fusion and its products, and must avoid all
illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character
in their personal and professional conduct. Associates shall not engage in any conduct that may damage the
Companys goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this
policy, and the following list is not a limitation on the standards of conduct to which Associates must adhere
pursuant to this policy, the following standards specifically apply to Associates activities:
Deceptive conduct is always prohibited. Associates must ensure that their statements are truthful, fair,
accurate, and are not misleading;
If an Associates Talk Fusion business is cancelled for any reason, the Associate must discontinue using
the Talk Fusion name, and all other Talk Fusion intellectual property, and all derivatives of such
Associates may not represent or imply that any state or federal government official, agency, or body has
approved or endorses Talk Fusion, its program, or products.
Associates must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in the course
of their business or their personal lives that, in the Companys sole discretion, could damage the
Companys reputation or the culture that exists within the field sales force.
6. Social Media.
social media in connection with their Talk Fusion business, including but not limited to blogs, Facebook,
Associates are responsible for the content of all material that they produce and all of their postings on
any social media site, as well as all postings on any social media site that they own, operate, or control.
Associates may not make any social media postings, or link to or from any postings or other material that
is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory,
libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual
orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior,
that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual
property rights of the Company or any third party.
enrollments, a social media site must link only to the Associates Talk Fusion replicated website, Talk
Fusions corporate website or an official Talk Fusion corporate social media page.
It is each Associates responsibility to follow the social media sites terms of use.
Any social media site that is directly or indirectly operated or controlled by an Associate that is used to
Talk Fusion
discuss or promote Talk Fusions products, or the Talk Fusion opportunity may not link to any website,
social media site, or site of any other nature that promotes the products, services, or business program
of any direct selling company other than Talk Fusion.
During the term of this Agreement and for a period of 12 calendar months thereafter, an Associate may
not use any social media site on which they discuss or promote, or have discussed or promoted, the
Talk Fusion business or Talk Fusions products to directly or indirectly solicit Talk Fusion Associates for
another direct selling or network marketing program (collectively, direct selling). In furtherance of this
provision, an Associate shall not take any action on any social media site that may reasonably be
foreseen to draw an inquiry from other Associates relating to the Associates other direct selling
business activities. Violation of this provision shall constitute a violation of the nonsolicitation provision
in Policy 18.
If an Associate creates a business page on any social media site to promote or relates to Talk Fusion, its
products, or opportunity, the page may not promote or advertise the products or opportunity of any other
network marketing business other than Talk Fusion and its products. If the Associates Talk Fusion
business is cancelled for any reason or if the Associate becomes inactive, the Associate must
Associates must use only Talk Fusion approved sales aids, advertising, promotional materials, and marketing
methods (collectively Sales Tools) when promoting the Talk Fusion business or Talk Fusions products or
services. These materials are available in the Document Library of Associates Back-Office.
The name Talk Fusion and other names as may be adopted by the Company are proprietary trade names,
trademarks and trade names in promotional media for so long as the Associates Agreement is in effect. Upon
cancellation of an Associates Agreement for any reason, the license shall expire and the Associate shall
immediately discontinue all use of the Companys trademarks and trade names. Under no circumstances may
an Associate use any of Talk Fusions trademarks or trade names in any email address, website domain
name, social media handle, social media name or address.
Talk Fusion commonly puts on live and recorded events as well as webinars and telephone conference calls.
During these events Company executives, Associates, and guests appear and speak. The content of such
events is copyrighted material that is owned exclusively by the Company. Associates may not record company
functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any
other medium.
Companys prior written approval.
Associates may not create their own websites to promote their Talk Fusion business or Talk Fusions products
Talk Fusion
and services. Official Talk Fusion supplied Replicated Websites are the only online forum through which Talk
Fusion products may be sold and new Talk Fusion Associate enrollments may be transacted.
10. Retail Outlets.
To support the Companys direct selling method of distribution and to protect the independent contractor
other way promote the Talk Fusion opportunity or products in any retail, wholesale, warehouse, or discount
establishment. Notwithstanding the foregoing, Associates may display and sell Talk Fusion promotional
literature at professional trade shows.
his/her Talk Fusion business in writing and remaining inactive for six (6) full calendar months. Following the six
calendar month period of inactivity, the former Associate may reapply under a new sponsor. The Associate will
lose all rights to his/her former downline organization upon his/her cancellation.
exclusive right to determine the final disposition of the downline organization that was developed by the
Associate in his/her second line of sponsorship. ASSOCIATES WAIVE ANY AND ALL CLAIMS AGAINST
TALK FUSION, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO
OR ARISE FROM TALK FUSIONS DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE
ORGANIZATION THAT DEVELOPS BELOW AN ASSOCIATE WHO HAS IMPROPERLY CHANGED
HIS/HER SPONSOR.
13. Product Claims.
Fusions products that are not contained in official Talk Fusion literature or posted on Talk Fusions official
website.
must not overstate the income potential, must never represent that successor income is assured to those who
join as Talk Fusion Independent Associates.
provide the prospect(s) with the most current version of Talk Fusions Income Disclosure Statement (the
IDS). The IDS can be downloaded from Associates Back-Offices. During the presentation, the Associate
presentation, one of the slides or pages of the presentation must contain the current IDS, and there may be no
Talk Fusion
other graphics or text on the slide or presentation page. The presenting Associate must thoroughly discuss the
IDS with the audience.
When presenting or discussing the Talk Fusion Compensation Plan, you must make it clear to prospects that
financial success in Talk Fusion requires commitment, effort, and sales skill. Conversely, you must never
represent that one can be successful without diligently applying themselves. Examples of misrepresentations
in this area include, but are not limited to:
Its a turnkey system.
Just join and Ill build your downline for you.
You dont have to sell anything.
The above are just examples of improper representations about the Compensation Plan and the Companys
program. It is important that you do not make these, or any other representations, that could lead a prospect to
believe that they can be successful as an Associate without commitment, effort, and sales skill.
Associates must not interact with the media regarding the Talk Fusion business or products. All inquiries from
the media, including radio, television, print, online, or any other medium, shall be directed to Talk Fusions
marketing department.
Talk Fusion Associates are free to participate in other network marketing programs. However, during the term
of this Agreement and for one year thereafter, with the exception of an Associates personally sponsored
downline Associates, an Associate may not directly or indirectly Recruit other Talk Fusion Associates for any
other network marketing business. The term Recruit means the direct or indirect, actual or attempted,
sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, another Talk
Fusion Associate to enroll or participate in another network marketing opportunity. Conduct constitutes
recruiting even if the Associates actions are in response to an inquiry made by another Associate or
Customer.
responsibility of the Associate to ensure that his or her Talk Fusion business is operated entirely separate and
apart from all other businesses and/or Network Marketing programs. To this end, the Associate must not:
Talk Fusion
Offer, discuss, or display any non-Talk Fusion opportunity, products, services or opportunity at any Talk
Fusion related meeting, seminar, convention, webinar, teleconference, or other function.
which there is no adequate remedy at law, and the injury to Talk Fusion shall outweigh the potential injury to
Associate, and therefore Talk Fusion shall be entitled to emergency and permanent injunctive relief to prevent
further violations of this policy.
If you receive Personal Information from or about prospective Associates or Customers, it is your responsibility
to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no
longer need it. Personal Information is information that identifies, or permits you to contact, an individual. It
includes a Customers, potential Customers, Associates and prospective Associates name, address, email
address, phone number, credit card information, social security or tax identification number and other
information associated with these details.
Confidential Information includes, but is not limited to, the identities, contact information, and/or sales
information relating to Talk Fusions Associates and/or Customers: (a) that is contained in or derived from any
Associates respective Back-Office; (b) that is derived from any reports issued by Talk Fusion to Associates to
assist them in operating and managing their Talk Fusion business; and/or (c) to which an Associate would not
have access or would not have acquired but for his/her affiliation with Talk Fusion. Confidential Information
constitutes proprietary business trade secrets belonging exclusively to Talk Fusion and is provided to
Associates in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third
party nor used for any purpose other than Associates use in building and managing his/her Independent Talk
Fusion business.
Any violation of this policy shall cause Talk Fusion irreparable harm for which there is no adequate remedy at
law. The parties further agree that the harm to Talk Fusion shall outweigh any harm to the Associate if
accessible on the internet by the Customer. In addition, bonus buying is strictly prohibited. Bonus buying is the
purchase of products for any reason other than bona fide resale or use, or any mechanism or artifice to qualify
for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not driven by bona
fide product purchases by end user consumers for actual use.
22. Limitations on Associate and Household Businesses.
Associates may own, operate, control, or have an interest in, only one Talk Fusion business, and there may be
only one Talk Fusion business in a household. A household is defined as spouses or couples, and
dependent children of one or both spouses or couples, living in the same home of the spouses or member of
Talk Fusion
the couple, as well as dependent children of either spouse or member of the couple, while attending school
away from home.
The term Business Entity shall mean any corporation, partnership, limited liability company, trust or other
entity that owns or operates a Talk Fusion independent business. The term Affiliated Party shall mean any
engages in conduct that would be a violation of the Agreement, the conduct of the household family member
may be imputed to the Associate.
Associates must not disparage, demean, or make negative remarks to third parties or other Associates about
Talk Fusion, its owners, officers, directors, management, other Talk Fusion Associates, the Marketing and
Compensation Plan, or Talk Fusions directors, officers, or employees. Disputes or disagreements between
any Associate and Talk Fusion shall be resolved through the dispute resolution process, and the Company
and Associates agree specifically not to demean, discredit, or criticize one another on the Internet or any other
public forum.
Talk Fusions Compensation Plan pays up to 60% of total company Sales Volume in commissions and
Talk Fusion reserves the right to withhold or reduce any Associates compensation as it deems necessary to
Upon cancellation or termination of an Associates Agreement, the Associate may return products and Sales
Tools that he or she personally purchased from Talk Fusion within 12 months prior to the date of cancellation
Talk Fusion
(the one year limitation shall not apply to residents of Maryland, Massachusetts, Wyoming and Puerto Rico) so
long as the goods are in currently marketable condition. Upon the Companys receipt of returned goods and
confirmation that they are in currently marketable condition, the Associate will be reimbursed 90% of the net
cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases
were made through a credit card, the refund will be credited back to the same account. Goods are in currently
marketable condition if they are unopened and unused and packaging and labeling has not been altered or
damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or
as a seasonal item, or which has passed it commercially reasonable usable or shelf-life, is not in currently
marketable condition. The merchandise must be returned within 30 days from the date of
cancellation/termination. Back-Office and Replicated Website fees are not refundable except as may be
required under applicable state law.
Federal and state law requires that Associates notify their retail customers that they have three business days
(5 business days for Alaska residents, 15 days for residents of North Dakota over the age of 65. Saturday is a
business day, Sundays and legal holidays are not business days) within which to cancel their initial purchase
and receive a full refund upon return of the products in substantially as good condition as when they were
delivered. Associates shall verbally inform their customers of this right.
and may return his or her Associate Kit and any Sales Tools and products he or she purchased from the
Company for a full refund within such time period.
omission by an Associate that the Company reasonably believes may damage its reputation or goodwill, may
result in the suspension or termination of the Associates Talk Fusion business, and/or any other disciplinary
measure that Talk Fusion deems appropriate to address the misconduct. In situations deemed appropriate by
Talk Fusion, the Company may institute legal proceedings for monetary and/or equitable relief.
Associates agree to indemnify Talk Fusion for any and all costs, expenses, consumer reimbursements, fines,
sanctions, damages, settlements or payments of any other nature that Talk Fusion incurs resulting from or
relating to any act or omission by Associate that is illegal, fraudulent, deceptive, negligent, unethical, or in
violation of the Agreement. Talk Fusion may elect to exercise its indemnification rights through withholding any
compensation due the Associate. This right of setoff shall not constitute Talk Fusions exclusive means of
recovering or collecting funds due Talk Fusion pursuant to its right to indemnification.
An Associate whose business is cancelled for any reason will lose all Associate rights, benefits and privileges.
This includes the right to represent yourself as an Independent Talk Fusion Associate, to sell Talk Fusion
products and services and the right to receive commissions, bonuses, or other income resulting from his/her
Talk Fusion
own sales and the sales and other activities of the Associate and the Associates former downline sales
organization. There is no whole or partial refund for Associate Kit fees or renewal fees if an Associates
business is cancelled.
his/her business through the Back-Office. The written notice must include the Associates signature, printed
name, address, and Associate I.D. Number. If an Associate is also a product subscriber, the Associates
product subscription shall continue unless the Associate also specifically requests that his or her subscription
also be canceled. An Associate may also voluntarily cancel his/her Talk Fusion business by failing to renew
the Agreement on its annual anniversary date, by withdrawing consent to contract electronically.
If any Independent Associate or Customer is unsatisfied with an initial Product Package purchase, Talk Fusion
offers a 100% three (3) day money-back guarantee (unless otherwise required by law) from the date of
purchase. Please note that $39.00 one-time Independent Associate Cost, Product Package upgrades, wire
transfer fees and sales and service taxes are non-refundable. Returns on the purchase price constitute a
purchasers voluntary request to cancel. All refunds will be processed within 7 business days.
33. Cancellation
for Inactivity.
If an Associate fails to earn a commission for six consecutive months, his/her Associate Agreement and Talk
Fusion business will be cancelled for inactivity. If an Associate also subscribes to the Companys products, the
Associates monthly subscription shall continue unless the Associate also specifically requests that his or her
subscription also be canceled. The former Associate will then be classified as a retail customer. If the former
Associate wishes to re-enroll as an Associate, he or she must submit a new application and will be placed at
the bottom of the binary tree.
Associates in good standing who wish to sell or transfer their business must receive Talk Fusions prior written
approval before the business may be transferred. Requests to transfer a business must be submitted in writing
to support@talkfusion.com. It is within Talk Fusions discretion whether to allow a business sale or transfer,
but such authorization shall not be unreasonably withheld. However, no business that is on disciplinary
probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary
matter is resolved. Prior to transferring a business to a third party, the Associate must offer Talk Fusion the
right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company
shall have ten days to exercise its right of first refusal.
35. Transfer Upon an Associates Death.
(corporation, LLC, partnership, etc.), and Talk Fusion will transfer the business and issue commissions to the
business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business
must provide Talk Fusion with certified letters testamentary and written instructions of the trustee of the estate,
or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must
also execute and submit to the Company a Talk Fusion Associate Agreement within 30 days from the date on
Talk Fusion
which the business is transferred by the estate to the beneficiary or the business will be cancelled.
organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its
entirety to one party. Talk Fusion will recognize as the owner of the business the former spouse to who is
awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former
spouse who receives the Talk Fusion business must also execute and submit a Talk Fusion Associate
Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.
organization. Consequently, in the event that a business entity that operates a Talk Fusion business dissolves,
the owners of the business entity must instruct the Company on the identity of the proper party who is to
receive the business. The Talk Fusion business must be awarded to a single individual or entity that was
previously recognized by the Company as an owner of the business entity; the Company cannot divide the
business among multiple parties or issue separate commission payments. If the business entity wishes to sell
or transfer its Talk Fusion business, it must do so pursuant to Policy 34. In addition, the recipient of the Talk
Fusion business must also execute and submit a Talk Fusion Associate Agreement to the Company within 30
days from the date of the dissolution of the business entity or the Talk Fusion business will be cancelled.
Associates must not induce, encourage, or assist another Associate to violate the Agreement in any fashion.
If an Associate believes there has been a mistake or discrepancy in his/her compensation, in the structure or
composition of his/her downline organization, or any other mistake by the Company that has impacted his/her
income, it is the Associates responsibility to bring it to the Companys attention in writing no later than 60 days
from the date on which the error occurred. While Talk Fusion will use its best efforts to rectify mistakes, the
Company shall not be responsible for correcting errors, making changes, or making financial remuneration for
errors that are reported more than 60 days after the error occurs.
Associates may not sell Talk Fusion products in any international market, or conduct business activities of any
nature, in any foreign country that the Company has not announced is officially open for business.
The following comprehensive approach to dispute resolution shall apply to all disputes between Associates and
the Company:
Confidential Mediation. Prior to bringing legal action for disputes that arise from or relate to the
Agreement or the Talk Fusion business, the parties shall attempt in good faith to resolve the
dispute through confidential non-binding mediation. One individual who is mutually acceptable to
Talk Fusion
the parties shall be appointed as mediator. If the Parties cannot agree on a mediator within 30
days from the date on which the complaining party submits a written request to the other party
seeking mediation, the complaining party shall request the American Arbitration Association
(AAA) to appoint a mediator. The mediation shall occur within 90 days from the date on which
the complaining party submits a written request to the other party seeking mediation. The
mediators fees and costs, as well as the costs of holding and conducting the mediation, shall be
divided equally between the parties. Each party shall pay its portion of the anticipated shared fees
and costs at least 10 days in advance of the mediation. Each party shall pay its own attorneys
fees, costs, and individual expenses associated with conducting and attending the mediation.
Claims seeking $15,000.00 or more shall be held with the parties and the mediator physically
present in the same location in Brandon, Florida and shall last no more than two business days
unless the parties agree otherwise. Claims for less than $15,000.00 may be held telephonically,
but may be held in person if the parties mutually agree to do so, and shall last no more than one
attorney in any mediation in which the claim is for less than $15,000.00. However, if one party is
an attorney acting on his/her/its own behalf, the other party shall have the right to be represented
by his/her/its attorney at the mediation as well.
resolved through mediation, any controversy or claim seeking $15,000.00 or more in
damages that arises out of or relates to the Agreement, the breach thereof, or the Talk
Fusion business shall be settled through binding confidential arbitration. The Parties
waive rights to trial by jury or to any court. The arbitration shall be filed with, and
administered by, the American Arbitration Association in accordance with the AAAs
Commercial Arbitration Rules and Mediation Procedures, which are available on the AAAs
website at www.adr.org. Copies of the AAAs Commercial Arbitration Rules and Mediation
Procedures will also be emailed to Associates upon request to Talk Fusions Customer
Service Department. Notwithstanding the rules of the AAA, unless otherwise stipulated by
the Parties, the following shall apply to all Arbitration actions:
The Parties shall be entitled to all discovery rights permitted by the Federal Rules of
Civil Procedure;
The Federal Arbitration Act shall govern all matters relating to arbitration, including
the enforceability of this arbitration provision. The law of the State of Florida,
without regard to principles of conflicts of laws, shall govern all other matters
relating to or arising from the Agreement and the Talk Fusion business;
The arbitration hearing shall commence no later than 365 days from the date on
which the arbitrator is appointed, and shall last no more than five business days;
cannot agree on a suitable location, it will be held in the county in which the respondent to
the action resides (if an individual) or has its principal place of business (if a business
entity). The parties may select a mutually agreeable arbitrator. If the parties do not agree
Talk Fusion
on an arbitrator within 60 days from the date on which the arbitration is filed, the petitioner
shall request that the AAA appoint an arbitrator. Each party to the arbitration shall be
responsible for its own costs and expenses of arbitration, including legal and filing fees.
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 having jurisdiction over either of the
parties. This agreement to arbitrate shall survive the cancellation or termination of the
Agreement.
The pleadings, the content of any pleadings, and exhibits to the pleadings, filed in
any arbitration proceeding;
The rulings of the arbitrator on the procedural and/or substantive issues involved in
the case.
confidentiality obligations under the mediation or arbitration policies, the nonbreaching
party shall incur significant damages to its reputation and goodwill that shall not be
readily calculable. Therefore, if a Party, its attorneys or agents breach the confidentiality
provisions of this policy, the nonbreaching Party shall be entitled to liquidated damages in
the amount of $25,000.00 per violation. Every disclosure of each allegation, pleading, claim
or other prohibited disclosure shall constitute a separate violation. The Parties agree that
this liquidated damage amount is reasonable and waive all claims and defenses that it
constitutes a penalty. The confidentiality obligations in this dispute resolution policy shall
not restrict a party or its counsel acting in good faith from discussing a claim with an
individual to determine if he/she is a witness to the action and as necessary to elicit
relevant testimony from the witness) or from discussing or showing documentary or other
evidence as necessary to prepare the witness for testimony or to ascertain the extent of
the witnesses knowledge of the facts relevant to the case. However, neither party shall
allow a witness or prospective to retain copies of any documents, evidence, or pleadings
related to the matter.
temporary restraining order, preliminary or permanent injunction, or other equitable relief to
safeguard and protect the partys intellectual property, trade secrets, and/or confidential
information, including but not limited to enforcement of its rights under the Nonsolicitation
provisions of the Agreement.
Talk Fusion
Claims for Damages Under $15,000.00. Claims seeking damages for less than
$15,000.00 are not subject to the arbitration provisions of this Agreement. The prevailing
party to any litigation seeking damages for less than $15,000.00 shall be entitled to an
award of reasonable attorney fees and litigation expenses.
e. Class Action Waiver. All disputes arising from or relating to the Agreement, or arising
from or relating to the Talk Fusion business, shall be brought and proceed on an
individual basis. The parties waive their rights to pursue any arbitration or lawsuit against
the other party and/or their respective owners, officers, directors and agents, on a class or
consolidated basis.
f. Liquidated Damages. In any case which arises from or relates to the wrongful termination of an
Associates Agreement and/or independent business, the parties agree that damages will be
extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of
an Associates Agreement and/or loss of their independent business is proven and held to be
wrongful under any theory of law, Associates sole remedy shall be liquidated damages
calculated as follows:
pursuant to Talk Fusions Compensation Plan in the twelve (12) months immediately
he/she earned pursuant to Talk Fusions Compensation Plan in the eighteen (18) months
that he/she earned pursuant to Talk Fusions Compensation Plan in the twenty-four (24)
Gross compensation shall include commissions and bonuses earned by the Associate pursuant to
Talk Fusions Compensation Plan as well as retail profits earned by Associate for the sale of Talk
Fusion merchandise. However, retail profits must be substantiated by providing the Company
with true and accurate copies of fully and properly completed retail receipts provided by Associate
to customers at the time of the sale. The Parties agree that the foregoing liquidated damage
schedule is fair and reasonable.
An Associates Commission rank is the rank or title at which they actually qualified to earn
this Policy, the relevant pay-period to determine an Associates Commission Rank is the pay-
Talk Fusion
period during which the Associates business is placed on suspension or terminated, whichever
occurs first. The Commission rank differs from the Recognition Rank, which is the highest title
or rank that an Associate has ever been paid under the Talk Fusion Compensation Plan.
g. Damage Waiver. In any action arising from or relating to the Agreement, the parties
waive all claims for incidental and/or consequential damages, even if the other party has
been apprised of the likelihood of such damage. The parties further waive all claims to
exemplary and punitive damages.
from or relating to this Agreement or from the business relationship between the parties, that is
not subject to arbitration shall reside exclusively in Hillsborough County, State of Florida or the
United States District Court for the Middle District of Florida (Tampa Division). The law of the
State of Florida shall govern actions brought before a court.
above, residents of the State of Louisiana shall be entitled to bring an action in their home forum
and pursuant to Louisiana law.
PRINT
Exhibit 6
Case 2:15-cv-00090-RFB-CWH Document 38 Filed 03/19/15 Page 1 of 58

1
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G. MARK ALBRIGHT, ESQ.

Nevada Bar No. 001394
ALB RIGI-IT, STODDARD, WAR'IICK & ALBRIG!Il'
801 South Rancho Drive, Suite D-4
Las Vegas, Nevada 89106
Tel: (702) 384-7111
Fax: (702) 384-0605
gmalCV,albrightstoddard.com
Attorneys.for Defendant Talk Fusion, Inc.
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UNITED STATES DIST!UCT COURT
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DISTRICT OF NEV ADA
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JULIE CAMPAGANA, an individual; MINH

HO, an individual; and Ml RICH MEDIA,
CORP., a Nevada corporation,
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TALK FUSION, INC., a Florida corporation;

ROBERT REINA, an individual; and DOES I
through 50, inclusive,
Defendants.
17
18
TALK FVSION'S REPLY TO PLAINTIFFS'

OPPOSITION TO MOTION TO TRANSFER VE"IUE
19
Defendant, Talk Pusion, lnc. ("Talk Fusion"), 1 by and through undersigned counsel and '
20
21
pursuant to Local Rule 7.2 (c), replies to Plaintiffs' Opposition to Motion to Transfer Venue to the
22
Middle District of Florida or, Alternatively, Dismiss Complaint (Doc. 34), as follows.
23
RESPONSE TO PLAINTIFFS' STATEMENT OF FACTS
24
The facts supporting Talk fusion's Motion to Transfer Venue to the Middle District of
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25
Florida or, Alternatively, Dismiss Complaint (the "Transfer Motion") (Doc. 22) are stated in
26
27
28
Plaintiffs have voluntarily dismissed their claim against Robert Reina.

-l -
detail in the affidavit of Robert Reina (Doc. 23), and incorporated herein. Several facts relative to
2
this Reply bear emphasis.
5
6
Talk Fusion's "Associates" Jorn Talk Fusion through a "clickwrap" agreement.
An
Associate applicant must provide an electronic signature by "clicking" on a standard box labelled
"I AGREE." Like every Associate, Ho and ~ampagna had to click on the "I AGREE" box to join
!Talk Pusion.
The following statement was posted immediately above the "I AGREE" box:
7
By checking ;,I AGREE" you are indicating that you have read,
understand and agree with the Talk Fusion Policies and Procedures,
Terms und Conditions 1Varketing and Compensation Plan, lnc:ume
Disclaimers, Terms of Service, Refund and Cancellation Policy and
Consent to Electronic Record
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See Exhibit "B" to Reina Affidavit (Doc. 23) (emphasis in original). These various agreements are
13
clause is contained in the Policies and Procedures (the "Policies"). The Associate Agreement,
14
including the Policies, is al all times posted on Talk Fusion's website find an Associate applicant
15
must represent that the applicant has read, understands, and agrees to the terms cmd conditions of
16
17
the Associate Agreement before Talk Fusion will accept the applicant.
During the seven years Minh I-Io ("Ho") and Julie Campagna ("Campagna") were
18
19
20
associated with Talk fusion, they directly or indirectly opened in excess of 20 separate accounts
with Talk Fusion, each time clicking the same "I AGREE" box and making the same
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21
representation that they had read, understood and agreed to the Associate Agreement. Reina Aff.
22
14.
23
organization, and were the highest paid Associates within Talk Fusion. They personally recruited
24
thousands of people to join Talk Fusion, well aware that each new Associate was required to join
25
via the Talk Fusion website and agree to the same Associate Agreement.
26
27
Plaintiffs eventually became the highest ranked Associates, with the largest downline
Jn fact, Ho and
Campagna (and later, MJ Rich Media Corp.) were obligated to ensure that each Associate they
recruited had access to the Associate Agreement. To that end, I-lo and Campagna maintained a
28
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website l'.ontaining a link to Talk Fusion's sign-up page for the Associate Agreement. id. at !J.
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As a note, about the time Plainli1Ts' relationship \VJth Talk Fusion
\Vas
ending, I lo and
Campagna joined a different MI.\1 company named "Dubli" located in J3oca Raton, Plorida. Id. at
~ 21
The process to join Dubli is very sirnilm to the process to join Talk FL1sion. Dubli u~es a
similar clickvvrap agreement requiring applicants to click a box indicating they have read,
(,
understand and agree to a similar set of terms and conditions, including DL1bli's own policies and
7
prol'.edurcs.
See Dubli's Policies and Procedures, 1-:xhibit "D" to Declaration of Fd\vard
8
9
10
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Kuchinski, which Declaration is attacher.I hereto as Exhibit ''1 ".
I.ikc Talk Fusion's Policies,
Dubli's policies contain a similar forum~selcction clause, right dmvn to the selected state forum
(Florida).
Dub!i's Policies designate Palm Beach County as the rorum for arbitration ,md "any
12 i matter" not subject lo arbitration. See Dubli's Policies and Procedures at Section 8.5.
13
Remarkably, despite opening more than 20 accounts and recruiting thousands of other
14
Associates to join Talk Fu:-.ion, llo and Campagna maintain that they never read Talk Fusion's
15
16
Policies during the seven years they were the highest ranking Talk fusion Associfltcs. This despite
representing to Tfllk Fusion each time they opened an account that they had read and understood
17
the Associate Agreement.
Their position is incredible and, in any event, of no legal moment.
18
, Plamliffs cannot repudiate the forum-selection clause by denying having read it.
19
21)
21
22
I.
The forum-selection clause is enforceable and should be given controlling weight.

l'cdcral Jaw governs the enforcement of forum-selection clauses in federal diversity
23
actions . .Mao v. S'anum Investments, Ltd 2014 \VL 5292982, *2 (N.D. Cal. 2014).
24
response ignores the Supreme Court's most recent decision on forum-selection clauses.
25
Arlan!ic Marine v. US Dist. Courtfhr W. Dist. of'f'exas, J 34 S.Ct. 5G8, 581-582 (2013), the Court
2(,
27
Plaintiffs'
In
confirmed the supremacy of forum-selection clauses and held that fl valid forum~sclcction clause is
given controlling ,vcighl in all hut the most exceptional cases. The Court also dictated tbat a court
28
3-

1
may not consider the parties' private interests, such as cost and convenience, when enforcing a
valid forum-selection clause. Id. at 582. Even though Talk Pusion extensively cites Atlantic
Marine in its Transfer Motion, Plaintiffs have decided not to address Atlantic lvfarine at all, and do
not even cite any case decided after the seminal A!lantic Marine decision in 2013.
Instead, Plaintiffs begin by wrongly suggesting that enforcement of forum-selection
clauses is limited to admiralty cases or cases involving international agreements merely because
7
the Supreme Court's earlier seminal decision in ,VIS Bremen v. Zapata OjfShore Co., 407 U.S. 1
8
(1972), happened to be an admiralty case involving an international agreement.
>-
decision is not limited in that fashion. The Supreme Court made that clear in Atlantic A1arine,
10
The Bremen
11
Atlantic 1'vfarine is not an admiralty case and docs not involve an international agreement. Atlantic
12
Afarine involved a dispute between a contractor and a subcontractor arising out of the construction
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13
of a child development center at an Army base. Id. at 575. The Supreme Court confirmed that its
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prior decision in Bremen applies equally to non-admiralty cmd diversity jurisdiction cases. Id. at
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582. The Ninth Circuit has also acknowledged this. "Although Bremen was an admiralty case, its
standard has been applied to forum-selection clauses in general." lvfanetti-Farrow, Inc. v. Gucci
Am, Inc., 858 F.2d 509, 514 (9th Cir. 1988).
After ignoring Atlantic Marine, Plaintiffs next cite the wrong standard for conducting a
19
1404(a) analysis in the presence of a forum-selection clause. Plaintiffs cite Bremen and Stewart
20
21
Organization, Inc. v. Ricoh Corporation, 487 U.S. 22 (1988), to suggest that this Court should
22
consider the "totality of circumstances including the interest of justice and the convenience of the
23
parties." (Doc. 34 p. 6). Atlantic 1\farine, however, mandates that a court not consider the totality
24
of circumstances and the convenience of the parties when there is a valid forum-selection clause in
25
place. When considering a 1404(a) motion based on a forum-selection clause, a district court
26
27
must deem the private-interest factors (including the cost and inconvenience of litigating in a
I
28
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distant forum) "to weigh entirely in favor of the preselected forum," and may only consider
2
3
4
public-interest factors. Atlantic A1arine, 134 S.Ct. at 582

;'Forum-selection clauses arc prima .fC1cie valid, and arc enforceable absent a strong
shmving hy the party opposing the clause that enforcement \vould be unreasonable or unjust, or
that the clause [is] invalid for such reasons as fraud or over reaching." Manetti-Farrow, 858 F.2d
6
at 514. The other limited exceptions to enforcement are if the selected forum is so "gravely
7
difficult and inconvenient" that it is essentially no forum at all, or \Vhere enforcement of the clause
8
9
10
will contravene a strong public policy of the forum. A1ao, 2014 \VL 5292982 at *2. Cases where
transfer pursuant to a forum-selection clause is not appropriate" ... \Vil! not be common." Atlantic
11
/vfarine, 134 S.Cl. at 582. Plaintiff-; have not identified any reason vvhy a Florida forum is so
12
"gravely difficult and inconvenient" that it would deprive them of a remedy, shield Talk Fusion
1]
from liahility, or contravene public policy.
14
selection clause, a district court should ordinarily transfer the case to the forum specified in that
15
16
"\Vhen the parties have agreed to a valid forum-
clause. Only under extraordinary circurrnitanccs unrelated to the convenience of the pmtics should
a 1404(a) motion be denied." Id. at 581.
17
Plaintiff:-; essentially argue that the forum-selection clause in the Policies is unenforceable
18
for four reasons: (1) it is unfair because it is inconvenient ,md costly for them to litigate in Florida,
19
20
(2) their relationship vvith Talk Fusion \Vas induced through fraud, (3) the forum-selection clause
21
is ovcrbroad because it could apply to hypothetical claims not at issue in this case, and (4) they did
22
not read the forum-selection clause before agreeing to the Associate Agreement (more than 20
2]
separate times). None of these arguments qualify as an "exceptional circumstance" necessary to
24
deny enforcement of a forum-selection clause.
25
26
27
Plaintiffs' extensive private interest complaints that litigating in a Florida forum is unfair,
inconvenient and costly simply have no weight. In any event, Court's routinely enforce forumselection clauses requiring a party to litigate in a distant forum (us if Florida is "distant"). For
28
-5 -
instance, in Manetti, 858 F.2d at 515, the Ninth Circuit enforced a forum-selection clause and
compelled a California corporation to litigate its claims against an Italian corporation in Italy, S'ee
also, Mao, 2014 WL 5292982 (court enforced forum-selection clause requiring litigation in Laos).
florida is not an unreasonable forum. Talk Fusion, its employees and Reina, and Talk Fusion's
documents, are located in Florida. Talk fusion conducts its business from Florida. Plaintiffs
frequently travelled to Florida for Talk Fusion business. Witnesses are located across the United
7
States. The only witnesses in Nevada are Ho and Campagna.
8
Plaintiffs cite Nagarampa v. Alail Corps, Inc. 469 F. 3d 1257 (9111 Cir. 2005), and Comb v.
Pay Pal, Inc., 218 F. Supp. 2d 1165 (K.D. Cal. 2002), for the proposition that a fommwselection
10
ll
clause requiring one party to travel to the other party's distant forum to litigate is unenforceable.
12
Both of those cases were decided years before Atlantic Afarine and do not apply to the current
13
1404(a) analysis. And in both cases the courts considered the private convenience of the parties
14
and applied California law, rather than governing federal law, to find the forumwselection clauses
15
w1cnforceable. 2
\6
The Northern District of California recently revisited Nagarampa and concluded it applied
17
the wrong law and analysis. East Bay Women's Health, Inc. v. Glostream 2014 WL 1760989
18
(N.D. Cal. 2014) (decided after Atlantic Marine). The East Bay court first noted that federal law
19
20
governs whether to enforce a forumwsclection clause. Id. at
*1.
Thus, the court concluded that

[d.
21
reliance on Nagarampa was misplaced because Nagarampa applied state law principles.
22
Next, citing Atlantic Marine, the East Bay court noted that a court cannot consider private interests
23
when forumwse!ection clause is present. Thus, the court rejected the plaintiffs argument that the
24
25
26
27
28
Nagarampa and Combs primarily concern the enforcement of arbitration clauses which involves
a mixture of federal and state law. lt appears these courts also applied the arbitration clause
analysis to the fornmwsclcction clauses and inappropriately applied state law, rather than federal
law.
-6 -
II

forum-selection clause was unconscionable because of lhc burdens of out-of-state litigation. Id at
2
]
*2.
llcre, Plaintiffs complain they lacked equal bargaining power, "but uncqm1l contract terms
m1d unequal bargaining power will not invalidate a forum-selection clause." lvfao, 2014 \VL
5292982 (citing Murphy v. Schneider Nat'/, Inc, 362 F.3d 1133, 1141 (9th Cir. 2003)) (holding
that the non-negotiability of an employment contract did not vitiate forum-selection clause);
7
Carnival Cruise Unes, Im:. v. Shute, 499 L.S. 585, 593-94, 111 S.Ct. 1522, 113 L. Ed. 2d 622
8
(199l)(holding that cruise passengers' lack of bargaining parity with the cruise line did not
1II
invalidate forum-selection clause contained on a tickel).
1I
Plaintiffs also argue that the forum-selection clause should not be enforced because of
12
fraud. Plaintiffs; contend that they were fraudulently induced to join Talk Fusion because of the
13
purported ":,,lLM Promise" (that they were allegedly guaranteed income for the rest of their lives).
14
(Doc. 34. p. 8). They do not argue that the forum-selection clause itself wac; procured by fraud.
15
16
Rather, they argue that the entire Associate Agreement betv,,,ccn Plaintiffs and Talk Fusion is the
product of fraud.
17
Again, Plaintiffs miss the mark. A challenge to an agreement as a whole is not grounds for
18
invalidating a forum-selection clause. See, e.g., 8atchefder v. Kawamo10, 147 F.3d 915, 919 (9th
19
20
21
Cir.), as amended (1998)(rccognizing that "[t]hc Supreme Court has noted that simply alleging
that one was duped into signing the contract is not enough.
For a party to escape a forum-
22
selection clause on the grounds of fraud, it must show that 'the inclusion of that clause in the
23
contract was the product of fraud or cocrcion.")(quoting Scherk v. Alberto-Culver Co., 417 U.S.
24
506, n. 14 (1974)); see, e.g., Muzumdar v. Wellness Int'! Network, Ud, 438 f.3d 759, 762 (7th Cir.
25
2006)(holding lhat it was not enough to argue a contract was void as against public policy hccausc
26
27
28
it set out a pyramid scheme; rather, Plaintiff had to shlnV the forum-selection clause itself was
void); Comm. l\'etwork 5'ervices Corp. v. Cnlt Telecommunications, 2004 \VL I 960174, at *4

1
(K.D. Cal. 2004)("To hold that the forum-Selection Clause is invalid because the contract as a
whole is invalid - as a result of a unilateral mistake or because of fraudulent inducement in
entering the contract - requires the Court to assess the merits of the case.
4
5
analysis is dearly backwards.
Lsing Plaintiff's
The question before the Court is the validity of the Forum-
Selection Clause, not the validity of the contract as a ,.vholc. ").
6
Plaintiff's' contention that their contractual relationship with Talk Fusion vvas fraudulently
7
induced is not relevant for purposes of enforcement of the forum-selection clause.
8
9
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that they simply must not have read it before agreeing to it. If true, they did so (over 20 times) at
12
their own peril. It docs not invalidate the contract provision. Plaintiffs cite ,Vguyen v. Harnes &
13
Noble, Inc., 763 f.3d I] I !(9th Cir. 2014), for the proposition that one must manifest assent to a
14
contract by written or spoken word, or by conduct. But, here, Plaintiffs did manifest assent to the
15
"
16
17
rn
18
0
[
Plaintiffs take the remarkable position that the forum-selection clause is so unreasonable
11
0 ~ () L(
IY
[, ~
c'
Plaintiffs assented to the formn-selcction clause on multiple occasions.
c~
5 O:'. Q
14~-r:':
0
Q
II.
Associate Agreement in multiple ways on multiple occasions.

J\s an initial matter, affixing a signature electronically is legally binding and holds the
same standing as pen-and-paper signature.
See 15 USC 7001 (Electronic ,\'igncaure Act).
Clickwrap agreements are increasingly common and have routinely been upheld, even against
19
20
21
"consumers" (vvhich Plaintiffs are not). See, e.g., Ilancock v. Am. Tel. & Tel. Co., inc., 804 I'.
Supp. 2d 1215, 1222 (W.ll. Okla. 2013); see also, %altz v . .!DA'l'H, 952 F. Supp. 2d 419, 451-52
22
(E.D.N.Y. 2013) (enforcing forum-selection clause where prospective members had to check box
23
confirming they both read and agreed to website's Terms and Conditions of Service to ohtain
24
account). Plaintiffs have not cited any authority holding that a forum-selection clause in a
25
click wrap agreement is invalid.
26
27
Nguyen is easily distinguishable because that case involved a "browscnvrap" agreement.

;'Unlike a click\vrap agreement, a browserwrap agreement does not require the user to manifest
28
"8 "
I
1
assent to the terms and conditions expressly ... [A] party gives his consent simply by using the
website." Nguyen, 763 P. 3d at 1176 (quoting Hines v. Overstock.com, Inc., 668 F Supp. 2d 362,
4
5
366-67 (E.D.N. Y. 2009)). Nguyen goes on to state that the outcome of that case would be different
if plaintiffs had "ai1irmativcly acknowledged the Terms of Cse." Id. at 1176.

In addition to electronically signing the Associate Agreement on multiple occasions,
Plaintiffs also manifested assent through their conduct. Plaintiffs were the highest ranking
i
!
'
7
Associates in Talk Fusion and were actively involved in internal matters. For years, they operated
8
and received generous benefits in accordance with the Associate Agreement. They recruited
10
thousands of others to accept the Associate Agreement, apparently never once suggesting to any of
11
them or Talk Fusion that the Associate Agreement or any provision therein is unenforceable, or
12
that Plaintiffs are not bound thereby.
13
Associate Agreement, Plaintiffs manifested their assent to the agreement. They are also equitably
14
estopped under the circums1ances to deny their assent.
15
16
By performing under and accepting benefits under the
Plaintiffs suggest that the forum-selection clause is overbroad and therefore unenforceable
because it could conceivably apply to any dispute between Talk Pusion and its Associates, even
17
actions for personal injmy unrelated to the business relationship. The forum-selection clause must
18
be read together with the arbitration clause. The arbitration clause states; "Any controversy or
19
20
claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by
21
arbitration . , . held in Hillsborough County, State of Florida." (Emphasis added). ln correlation,
22
the forum-selection clause states: "Jurisdiction and venue of any matter not subject to arbitration
23
shall reside exclusively in Hillsborough County, State of Florida."
24
provisions together makes clear they apply to disputes arising from or related to the Associate
25
Agreement, like Plaintiffs' claims here. 3
Construing these two
26
27
28
'Ironically, in this respect the forum-selection clause in the Dubli agreement is identical to the
forum-selection clause in the Talk Fusion agreement.
The Dubli clause provides that:
"9 -

1
2
3
4
5
6
Boiled down, Plaintiffs' position is that because the forum-selection clause could be
,;
overbroad in one context (it is not), it should not be enforced in any context, including the context
at issue in this case where the claims indisputably relate to and arise out
o[
the Associate
Agreement. Plaintiffs have not cited any authority supporting their contention that an "overbroad"
forum-sekction clause is unenforceable in all contexts. As for Plaintiffs' claims, they clearly fall
within the scope of the forum-selection clause. If there might be other types of hypothetical
7
claims that are too remote to be included within the scope of the forum-selection clause (possibly
8
9
10
11
such as personal injury claims), then those claims would no doubt be excluded from the scope of
the forum-selection clause.
But that would not invalidate the forum-selection clause for all
purposes.
12
Without explanation or authority, Plaintiffs characterize the "bulk" of their claims as torts
13
"independent from the agreement." (Doc. 34, p. 11). This is inaccurate. Five of their seven claims
14
are contract-hased.
15
16
,
I'
Two claims are torts, both of which expressly rely upon the Associate
Agreement. The same alleged acts that form the basis of the breach of contract claims against Talk
Fusion for "changes to the compensation plan'' and "wrongful termination" also form the basis of
17
the fraud and negligent misrepresentation claims against Talk Fusion. (Complaint at
i;iJ 67-68, 70-
18
71, 75-76). Porum-selection clauses are equally applicable to contractual and tort causes of action
19
20
21
where, as here, the tort claims arc intertwined with contract claims and relate to interpretation of
the contract. Nextrade, Inc. v. Hyosung (Am.), Inc., 122 Fed. Appx. 892, 894 (9th Cir. 2005)
22
(finding that the plaintiffs' wrongful termination claim "could not be adjudicated without
23
analyzing whether the parties were in compliance with" the exclusive distributorship agreement.);
24
see also, Afanetti-Farrow 858 F.2d at 514. Plaintiffs' tort claims fall within the scope of the
25
forum-selection clause because both the fraud and negligent misrepresentation claims cannot be
26
27
28
"jurisdiction and venue of any matter not subject to arbitration shall reside exclusively" in Palm '
Beach Cow1ty, Florida. (Emphasis added).
- JO -

adjudicated without analyzing whether Talk Fusion was in compliance with the Associate
Agreement.
3
4
5
Plaintiffs are also seeking to enforce the Associate Agreement. Plaintiffs arc estopped to
deny the enforceability of the Associate Agreement (including the forum-selection clause) when
they are attempting to enforce it.
III.
The forum-selection clause applies to MJ Rich.
7
As addressed in detail in Talk Fusion's Transfer Motion, MJ Rich Media Corp. ("M.J
8
9
10
ill
Rich") is bound to the forum-selection clause, even though it protests that it did not sign the
Associate Agreement, for three independent reasons: (1) it is the successor in interest to I-Io and
11
Campagna, (2) it received a direct benefit under the Associate Agreement, and (3) it relies on the
12
Associate Agreement for the basis of its claims.
13
MJ Rich is further estopped to evade the forum-selection clause because MJ Rich is the
14
successor in interest to position 1000004 and is bound by the Policies as a result. See, e.g.,
15
16
Graham Tech. Solutions, Inc. v. Thinking Pictures, Inc., 949 F. Supp. 1427, 1434 (N.D. Cal. 1997)
(finding that a non-signatory corporate plaintiff was the successor to the signatories to the contract
17
and therefore bound by it, including the forum-selection clause).
18
MJ Rich is bound to the forum-selection clause because it directly received the benefits
19
20
21
originally due to Ho and Campagna under the Associate Agreement. See., e.g., Mundi v. Union
Security Life Ins., 555 F. 3d 1042, 1045-46 (9th Cir. 2009)(11011-signatory may be held to an
22
arbitration clause where the non-signatory "knowingly exploits the agreement containing the
23
arbitration clause despite having never signed the agreement"); Hugel v. Corporation of Lloyd's,
24
999 F.2d 206, 209 (7th Cir. 1993)(forum-selection clause was applicable to non-signing plaintiff
25
corporations whose president and majority shareholder signed agreements containing forum-
26
27
selection clauses); Upcon v. Underwriters at Lloyds, London, 148 P.3d 1285, 1289-90 (11th Cir.
1998)(spouses of American investors were bound by choice of law and choice of forum clauses
28
-I I -
contained agreements between the American investors and the English defendants when the
interests of the spouses were completely derivative of the American investors' interests); XR Co. v.
Block & Balestri, P.C., 44 F. Supp. 2d 1296, 1299 (S.D. Fla. l999)(corporation's sole shareholder
bound by forum-selection clause contained in agreement between the corporation and its counsel).
Finally, MJ Rich is also estopped from avoiding the forum-selection clause because MJ
Rich relies upon the Associate Agreement as a basis for its claims. The doctrine of equitable
7
estoppel prevents a party from relying on the terms of a contract to assert its claims while
8
9
10
simultaneously attempting to avoid the burdens that other provisions of the contract impose. See,
e.g., Bahamas Sales Associate, LLC v. Byers, 701 f.3d 1335, 1342 (l ltl1 Cir. 2012)(applying the
11
doctrine of equitable estoppel to bar a party from rejecting a forum-selection clause where that
12
party sued upon the very contract containing the forum-selection clause); see also, Bailey v. ERG
13
Enterprises, LP, 705 F.Jd 1311, 1320 (11th Cir. 2013)("In essence. equitable cstoppel precludes a
14
party from claiming the benefits of some of the provisions of a contract while simultaneously
15
16
attempting to avoid the burdens that some other provisions of the contract impose. A forumselection clause would be one such burden,"); Gersten v. Intrinsic Technologies, !J,P, 442 F.
17
Supp. 2d 573, 579 (N.I). Ill. 2006)(cstopping a plaintiff claiming a benefit under a contract
18
containing an arbitration clause from simultaneously rejecting the arbitration clause).
19
MJ Rich acknowledges that, to the extent MJ Rich protests it did not "click" on the "I
20
21
AGREE" box, Talk fusion invokes equitable cstoppel. But MJ Rich fails to cite any cases in
22
opposition to Talk fusion's position. MJ Rich merely repeats the unavailing lament that litigating
23
in Florida would be unfair because Florida is purportedly a distant forum.
24
IV.
25
26
27
28
The "first-to-file" rule does not apply when a forum-selection clause is present.
Plaintiffs urge the Court to ignore the forum-selection clause and "keep" this case
111
Nevada under the "firsHo-file" rule. Xumcrous cases hold that the first-to-file rule does not apply
in the presence of a forum-selection clause, primarily because that would allow a paiiy to evade
the forum-selection clause at will by initiating litigation in a different forum.
3
4
Universal Operations Risk Afanagement v. Global Rescue, LLC, 2012 WL 2792444 (N.D.
Cal. 2012), is on point.
The plaintiffs in Universal each executed employment agreements
containing non-competition clauses as well as a forum-selection clause. Caught operating a
6
competing business, the former employees filed an action in California seeking a declaration that
7
the non-competition clauses were unenforceable under California law. Id. 1n response, the former
8
9
10
employer filed a separate action in Massachusetts - the exclusive forum chosen by the parties - to
enforce the non-competition clauses.
Id. at
*3.
The employer then moved to dismiss the
11
California action for improper venue. In opposition, the employees argued that dismissal of the
12
California action was improper under the first-to-file rule. Id at *5. They asserted enforcing the
13
forum-selection clause was contrary to California's strong public policy against non-competition
14
clauses.
15
16
The court in Universal noted that it must enforce the parties' choice of forum and dismiss
the action absent some compelling m1d countervailing reason. Id. But the employees in Universal
17
- like Plaintiffs in this case - failed to cite any authority supporting the proposition that a party
18
may defeat a valid forum-selection clause by invoking the first-to-file rule.
For its part, the
19
20
Universal court also could not independently find any authority holding that the first-to-file rule is
21
a "compelling and countervailing" reason to set aside a valid forum-selection clause. Id. The
22
court reasoned:
23
24
25
26
27
28
The first-to-file rule is not a legitimate basis for permitting the

individual Plaintiffs to escape their contractual obligation to litigate
their claims in the parties' agreed upon forum. Indeed, to adopt the
position urged by Plaintiffs - enabling the first-to-file rule to defeat
a valid and enforceable mandatory forum-selection clause would
encourage parties to rush to the courthouse to file lawsuits for the
purpose of circumventing their agreed-upon promises. The court
declines to adopt such a rule, and more importantly, would
contravene controlling authority requiring the enforcement of a valid
mandatory forum~selection clause, absent a showing that the clause
- 13 -
is unreasonable and unjust or is invalid for such reasons as fraud or

over-reaching.
2
3
Id. at 6. The court concluded that these types of attacks on forum-selection clauses had been
rejected by it and other courts. Id. at *6.
Similarly, Cert?fied Restoration and Cleaning Network LLC v. Tenke Corp., 511 f. 3d 535
(6th Cir. 2007), involved a dispute between a franchisee and franchisor over a non-competition
clause. The franchise agreement contained a forum-selection clause designating Michigan as the
mandatory forum for any disputes. 1\onethelcss, the franchisee filed an action in Ohio seeking a
declaration of the parties' obligations under the franchise agreement. Id. at 539. The franchisor
10
"s
ill
11
~,
the franchisor's request for preliminary injunction, erroneously concluding that the franchisor was
ID
12
~8
z, !i
13
w'
14
not likely to succeed on the merits of its claim and because the court gave undue weight to the
,,
~ l
'5 "s !,,!
ID~
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filed a second action in Michigan seeking injunctive relief. Id The trial court in Michigan denied
comity concerns raised by the existence of the first-filed Ohio action. Id. at 593.
The Sixth Circuit reversed, finding that the franchisor met the preliminary injunction
15
Q L'.
ww
16
standard and that the trial court's reliance on the first-to-file rule was an abuse of discretion
I:0
17
because of the forum-selection clause. Id. at 551-52.
18
attempting to forum shop as well as preempt resolution of the dispute in the parties' agreed forum.
19
Id.
~
ill
~
Q) '.\
By filing in Ohio the franchisees were i
20
21
The Ohio action was the very kind of anticipatory suit that should not have been given
deference under the first-to-file rule.
Id.
Thus, the district court committed a clear error of
judgment in denying the franchisor's request for preliminary injunction on such a basis. Id. See
22
also, Automated Solutions, lnc. v. Fadal Machining Centers, LLC, 2011 WL 2182457, at *5 (D.
23
Idaho 201 l)(although Plaintiffs were the first to file, the Court finds that should not defeat an
24
25
26
otherwise valid and enforceable forum-selection clause); lvfegadance USA Corp. v. Knipp, 623
F.Supp.2d 146, 149 (D. Mass. 2009)("It is improper for a party to invoke the first filed doctrine in
27
the face of a clearly articulated forum~selection clause in a contract."); Hy Cite Corp. v. Advanced
28
Marketing Intern., Inc., 2006 WL 3377861, at '4 (W.D.Wis.2006)("The interests of justice

- 14 -
mandate that the firsUo-filc rule should not be applied to plaintiffs' action because of the forum-
selection clause contained within individual plaintiffs' agreements.").
v.
"Forum non-conveniens" is potentially applicable.
Plaintiffs assert that the doctrine of forum non conveniens is inapplicable in the present
case and only applicable where a paiiy desires to transfer a case to a state court. If this Court were
to determine that the forum-selection clause at issue designates only a Florida state court forum,
7
the doctrine of forum non conveniens applies. In such instance, this case would be subject to
8
9
10
11
dismissal, not transfer. Mao, 2014 \VL 5292982, at* (citing Atlantic lvfarine, 134 S.Ct. at 580).
By contrast, the exclusive mechanism to enforce a forum-selection clause mandating venue in

another federal district court is through a motion to transfer under 28 U.S.C. l 404(a).
12
Plaintiffs concede that the forum-selection clause, if enforced, permits transfer to the
13
Middle District of Florida. (Doc. 34, p. 11 ). Talk Fusion suggests that is in the best interests of
14
the Parties.
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 15 -

CO:-!CL!JSION
2
J
4
5
6
~;;.---~
1IJ
rn
a
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12
-and-
13
G. Mmk Albright, Esq.

Bar 'lo, 001394
grna :(1) nI h_ri gh ts l\)_(_i_c}_ard. c01n
801 South Rancho Drive, Suite D-4
9
fI
s
ill
~
u
-
Mahlon IL H low, FB. , 8721:/ .I

mharloi.v,'tZs wlcg_2_1J._com
Edv.mrd~. uchinski, PB:'..'J. 6%4
ekuch insl _:'.f_fu; bwlcgaL_g_(_i_m
I.I
Robert . Chapman, FHN. 64748

rchapma_n(ci)s bwlcgal. com
SIVYER BARLOW & WATSON, P.A.
Tel: (813) 221 -4242
Attorneys .fcJr Defendant Talk Fusion, appearing
pro hac vice
01
Talk fusion's Transfer Motion should be granted.
!c!
8
z ~~ "~
~ ri' Gl
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IL -,j V.
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J JI"
15
B~a~~
0 ' '
f- '
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f-'
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I Ci
17
18
19
20
21
22
23
24
25
26
27
28
Las Vegas, l\cvada 89106

l'cl: (702) 3 84 7111
Attorney for D~fendant Talk Fusion, Inc.
CERTIFICATI<: OF SERVICE
2
J
4
I HEREBY CERTIFY I am an employee of ALBRl(HlT, STODDARD, WARNICK &

ALHRICrl[T and on the _20 day of March, 2015, l served a true and correct copy of the
foregoing TALK FUSION'S REPLY TO PLAINTIFFS' OPPOSITION TO VIOTIO'I TO
TRA:"iSFER VENUE upon all counsel of record by electronically serving the document using the ,
Court's electronic filing system to the following:

7
Michael D. Rmvlins, J<:sq.

mrawl i ns(aj(ljp law. com
Bradley S. Slighting, Esq.

_b,,sJ ightirn2(2i)dj plci 1.N .corn
IJURHA:v! JO'lES & PINEGAR
I 0785 \Vest Twain Avenue, Suite 200
Las Vegas, Kevada 89135
IO
11
12
Mahlon Barlow, Esq.
13
mbarlow@),b_y,,rlcgal.com
14
LJ5..'l 1C1lir'1~ki_@f;bwlcgal .corn
Edvmrd Kuchinski, Esq.

15
16
17
SIVYER, HARLOW & WATSON, P.A.

401 E. Jud.son Street
Suite 2225
Tampa, FL 33602
Attorneys/Or J)ejCndanls appearing Pro Hae Vice.
18
19
20
21
22
23
24
25
26
27
28
- 17 -
EXHIBIT "1"
UNITED STATES DISTRlCT COURT

DISTRICT OF NEV ADA
JUL[E CAMP AON A, an individual, MINH HO,
an individual, and MJ RlCH MEDIA CORP,, a
Nevada Corporation,
Plaintiffs,
v,
CASE NO.: 2: l 5-cv-00090-RCJ-CWH
TALK FUS[ON, INC., a Florida Corporation,

ROBERT REINA, an individual, and
DOES l through 50, inclusive,
Defendants.
_______/
DECLARATION OF EDWARD KUCHINSKI
!, Edward Kuchinski, attest and declare as follows;

l.
Tam one of the attorneys herein for Defendant, Talk Fusion, foe. I am competent
to testify to the facts below of which I have persona! knowledge:
2.
On February 26, 2015, I conducted a search on the internet regarding "Dubli".
My research directed me to a website entitled "www.dublinetwork.com", My review of the

website entitled "www.dublinetwork.com" indicated that Dubli was an internet based, direct-
selling company.
The bottom of this website contained links to Dubli's "Policies and
Procedures" and "E~SIGN consent" which l reviewed and printed at that time.
3.
On March 19, 2015, l again conducted an internet search for Dubli and was again
directed to the website "wWVv,dublinctwork.com."
A true and correct print out of the
"www.dublinetwork.com" homepage, dated March 19, 2015, is attached hereto as Exhibit "A".
4,
The homepage attached as Exhibit "A" has a link to Dubli's "E-SIGN conser.t".
Clicking on that link took me to Dubli'~ "E-SIGN consent". A true and correct copy of Dubli's
"E-Sign consent", which I printed from "www.dublinetwork.com" on March 19, 2015, is attached
HS
Exhibit "B."
5.
Procedures."
Tbe "dublinetwork.com" home page also contained a link to Dubli's "Policies and
Clicking on this link took me to a wcbpagc regarding Dubli's Policies and
Procedures and containing a .pdf version of Dubli's Policies and Procedures. A true and correct
print out of that webpagc, dated March 19, 2015, is attached as Exhibit ';C".
6.
On March 19, 2015, l also performed an internet search for "Dub!i E-SIGN
consent" and was directed to Exhihi1. "I3".
7.
On March 19, 2015, I also performed an internet search for "Dubli Policies and
Procedures" and was directed to Exhibit "C".

8.
A true and con-ect copy of the Dubli Network Limited Statement of Polici~s and
Procedures is attached hereto as Exhibit "D". This is a trne and correct copy of Dubli's Policies
nnd Procedures I nccessed through the "dublinctwork.com" website (Exhibit"/\"), through the
Dubli E-STGN consent (Exhibit "B"), and through an intcmct search for "Dubli Policies and
Procedures" on the internet (Exhibit "C"). The attached Dubli Policies and Procedures have an
effective date of April 2, 2013.
I declare under penalty of perjury that the foregoing is lrue and correct.
19th day of March, 2015 in Tampa, Florida.
Executed this

DubLi Network
Page 1 of 5
ABOUT HIE COMPANY

)) i'.c:1d_11~orr
! ',
'-f;,;
!iiif
.',:'
DUBLI.COIVI
EXHIBIT A
http://www.cl u bl inctwork. com/ en/Home. aspx
3/19/2015

DubLi Nc!work
Page 2 of5
~'E:Xl SUDF:
THE OPPORTUNITY
)>
1-?.ecid. tnnre
FEATURED 01\! NET WORTH corvliVIERCE,
HOSTED BY TERRY BrlADSHAW
http ://wwvi. du blinctwork. com/en/Home. aspx
J/19/2015

DubLi Network
Page 3 of 5
Tl-IE CORPORATE INTERVIEW, HOSYED HY

DONALD TRUIVIP JR.
WHAT THE PRESS 15 SI\YllsJG /\BOUT US

)) Rrad r-r1on.,
HOW TO IVJAKE MONEY
http :/./www .dub linctwork. com/ en/H o,:nc. aspx
3/19/20 I 5
DubLi Network
Pagc4of5
DUBU GOLF & rn::ACH RESORT
http;//v.rww. dub Ii net work .com/en/Horne .aspx
3/19/211 IS

DubLi Network
Page 5 of 5
/~bout t lw (ornpa 11y
Tlir: Op1rn rt uni! y
Ou UL ..:.,,m
i\!ev,s
r- '.;T,~i c,1r1,;1:'1I
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http://www.du blinet wvrk. com/en/Horn c. aspx
3/19/2015

Page I of3
E--SIGN consent
tJ('"cliOHK
c.-1:,td ,wd
r; 70CJ I, .-_:1 :;cq .;
[<;!Cii'-J, lhe E:is?(I', o:1ir: :;:?.1r),urt:<, 11'
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h CX0Cl,1f'CI
l-'l0;1s<i '"Pi.-lcl Lrlc i8llow1ng 1r<"unnc.l'.ion car,,1 f'i:lly.
Should you 1'1~1:21 1:no a11 ::wl.:-1,::, !11-:L:r,-c'PdH11

l{uc;111css Associcw: ("IJA") Agr eerrwm vvitf1 D..1b!1
Nr~twork, y'Dll vvi'I 11ot" :Jc
apf/i(ciliori
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rc'qcJircd Ln \:!brnlt 2 l!iif)C1
rc!11ti1(! .:r1~:cc1 nv:11L i)(?'.V,,8eil yu(1 and
;--J:ill:i t\,1)lwnr'k vvil! [)(, i'Vidcru~n by ::111 cic;;:[;0:1ic

rec.c11c1. -iO'i\lC'\l('t,
yJu rnt1St ::ons,::m tc ti--:~ l!Sr'.' .~,,i a
0,lcic'.rrn1ic I sccurc1 c:r 1 ~1 rnusl 1-c;:;cl ::111.' T2r-r-n;; ;rnrJ
C.u1 -~iido1-;s d :hr 1;A A1-:,n:'c11 :er"(. Dt., hi1 Ncctv1:01I(:-;

P:il;cit:"; ,11ici f-1ruu:~dur0s. ,.r-j th,2 ~-:Jr:.;;c~ing iY1ci
Crn r1;..:e,1:,,:1ticn Pl::ir~ frorn Jubii .\1'.2lv,'ork's
web
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S'li:' Cil \.'VWVV.:l .I :il'1r~.".)\'\-\/()lk.cn'll .J1l('.
i!lccc\l"onie,cllly ac'<,-1::i,vk'
,; tin~yud iidv:' 11:,r1c!
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'](),KU'S'.; thC'iC ciOC:l.llllt~IW; :11'1d SlJl:;rnl~ ycu:- o:1ii11e
d!)piicaticr1, yo.1 ,viii i"l!::'(:'d ci,c follc~,'Vi !l[i :1a1 dv.ra I c

ar:(J softwcve: A 1:'iorscirvll C.ompuu~r- ("I)(") c,- MAC
EXHIBIT B
http ;//v.,rww .du blinctwork. com/en/esi gnconsonl. a.spx
3/19/2015

E-SJGN consent
Page 2 of 3
Will1 rnoder 11 or other internet access device and

opei-a~i(mal Internet b1owse1- :,urtware (e.g.,
r\(~tscap~~ Comr11unic2ro1 or lnt(~l'n<"t f~xplorer) Jllci a
iJl)F L3rnwscr sue Ir as Adobe Acrobat.

'fou rnc,ywithdrow /0Ut coi'liient to rlHi uc,e cl
81((1_:'()/11( l"('(()r(:IS C.H. i111y l.i!1W Hov\l:Vl~:,
should
)'OL
rh c,o, your B;\ !\gr0.emcn~ will b? ;wr.orn0uuilly
terminated and vo,..1 wi'i lose c1II nghts
w ar~y
downlinc organ!L:ilion (!nc!uding \Jut not li111it:ecl t:o

any property rights yu:J rna~1 1-:avP), anrl you will :::Jse
,111 rigf.ts to c1li 1emunerD~ion uncle1 rlw Dubli

Network Comp2nsntion Plun. Should you wish :o
withdraw your consent' ro the exclusiv,2 1Jsf: an
E~IQCl"Cn le i.1:r {~e in2nt (and tlw reby te r Ill in (11.1; your
agreement with Dlibli NN1vmkL
01
update any
or
pei'son2I in!"c:,(mcll-0'1, you 'nust do Sil mdine in '>'Our
bu(k office
d!
c;:.:; by !ogg!ng in ,H
w1Nw.dt.ib.linelvvc:"k.com and use e1,her 1.;,0 1mor.,q

ancl Cvr~acr' to uff1cel or tl":e lini< ''My Prorile" to
L,pciat(' infor111~1lio:1.
Snou!d yuu vvi'Sh to obUin
a r.-,ipcr
copy of the
!1gr(~f.'l'n\!.nl, incl'..1(ii11,;:. l!le 'fc:n1:, .1nd Conclit.:Vb.

Policies and flrocedun:s, c1nd M;~:k,':'ting Jnd
Compensat:on PLn:, pieo::;0 S\Ond ;::1\ F>1r,1i:

reques~ing thMA doc.urni':nts iJy usin,,; our 011line
comact fonn at www.dubiinerwor'k.com ,:ir-c then
choosi11g the !ink 'TAQ & Contact". Your ,equ~~st
rnc1st include your ricinH.:, your Associate

iclertifiuit'ion rn.m1ber. yo1.r rnailing Jddi'JSS, cind
you:- E"rnail address. Uoon eceip'. of such c1
request, Dub Ii I\Jel1Nor:< wil' n1c1il you the then

CUl'TE'ilt V(it'Sion or
r"ach
dOCUIT](.l:::. Yo;; \Nill be
chorgecJ $50,00 for this se1vice,

You
,1gn,e
e1c1t t,ublr \\?l0.10:-:, may .:1n:end thr
Terms i.lnd Co:1rJil:ions. lhe Policir!s and Procedures,
;mci the l'vlcirketing :ind Cc111pensc1t.ie11 Pl,m .Jt its

~olc ci:scr~tio11 Jl Dny tirre. TIH! rr:osc c.1n0nl
vc;<rsion
or LIH:
rerms cmd Cor,c!i:ion,,. Uir.0 r-'oliciec,
http://www.dublinetwork.com/er1'esignconsent.aspx
3/19/2015

E-SIGN consent
Page 3 of3
a11d P(oct clur0s, and thc ~Jli.ln<:el:r,g ,.,nd
0
Crnrpensation Pli'l!l
Ji'E'
always available by logginf,
in to you1 personal backoffice a1ea at

WWW. ciJJ!2ll n p.1.wQ::.k.J::.om,
Should the10 eve1 be a change in rhe equipment or
sort:ware necessc1ry to ace es'.-; t 11Q Terrns and

Conclitions, Pol1ciEs and
11 rncedures,
am1 th:
Mcirket.ing and C:ornp,'.n:;atio1 i'lan, Dubli :\letwor!<

wiil i.H.lvis12 you of Lh0 SiJITI(~ Jlld ':vii! prc:111dt-; yca,1
1Nith a list oi' the eq1;iprnen~ ,:ind sc/t:wti,l~ rha~ is
necr2ssary. lftr1is hapo0.ns, yot: may volun: ..1nly
i :rr.,ir~ate your .-Jgrccrncnt vvith Dubli \ietw0rk.
Hy l'.:icking on "Regis:.er'' i)clow, yoc: consc11I. lo usr:

of electrcnic reccds 2vic(:'ncing yo~ff Oubli r..J0l.wc:k
lnde:pende11t Assor::i,1rc ;\g1,el~ITIN1t, If ynu not

acC1,:pt . the e1"1rollme11t process will not proceed.
Abo,it the Comp<1ny
The Opportunity
Dubll.(.01T1
News
follow Us
http://www.dub! inctwork. com/ cn/csignconscnt. aspx
3/19/2015
Policies And Procedures
Paoe
I of I
c
I\EWOl1K
POLICIES AND
PROCEDURES
flleasr. click en the irnn b2,ovv l:o view tile DubU
Netvvorl< Policies ,1nd f)ro~edu:0s on line or
dovv1i,'.)acl it to yoiJr PC ot MAC. To cpc11 the?

doC.JiT'(~nt you will nec:0 c.1
v PDF fcader li;<E Adobe
RQDde1 or li'<r-1wise
) "".
""
Policies and Procedures
About; \'he\ Comp.:lny
The Opportunity
DubL!.com
New~
Fol!ovv U~
EXHIBITC
http://www.dublinctwork.com/en/PoliciesAndProcedures.aspx
3/19/2015
DUBLI NE'fWOl{K LIMITED

STATEMENT OF POLICIES
nnd
PROCEDURES
1-.,f,'"ecliiulpri( 2, 2013
TABLE OF CONTENTS
SECTION 1 - INTRUDU<..:1IUJ\ .... , ... , ...... ., .................. , ............................................................................. ,.... !
J, J - Por.rr:rns A"1D co,1PE','S.\TJO!'," l'LAN Ji',COR!'OR/\Tl::D l:-.JTO B11.~r:,:i:.~s A~SOCJATE A()HF.J::\1K-.JT
1.2 - l'l.'HPOSF. O\i Poucms .,.
.................... I
1.3 C'llAi\GES TO THE ,\Gll.liE:<lEST.
..................... l
1.4DELAYS..
.................... 2
1.5 - l'OLICmSAND PRO\'lSIONS SF.VEHAllLC..

1.6 WAIVER.
.... ,.2
. .... 2
SIWTION 2 - BECOMING.-\ BCS!i\ESS ASSOCIATE.
,. ., ...... ,....... 2
... .7.
.3
2.1 - RCQIJ!lWMF:'ffSTO Bu:m,n: A 8('$11',ESSi\SS()C!AT!c

Z,2 - No l'HODt,C'I' l'um.:1usrc RcQUuuo ,..
2.J F:NROLLME:',"f AND Hna.wAL PROC!;S$..
2.4 - M1Nn1t.:.~1 Ct.lSTOMF.I( 1'01;,.r RJ<:QUIRE~HS! -
2.5 - lll!Sl)>J-;ss ,\SSOCIA TF. ll f:~EFn.o
2.6-Tf;RM A:'111) REr;nvM. OF YO(IRDl'RLf N1,1WORK lil1Sli'iESS
2.7 -Acu:o1s LICE:-ISES TO l'JV-:l\-li\lM Al'iD VIP SEil.VICES ANll l'1<1VlL tGES...
.,
.3
................................... }
J
............................ .4
'" ......................... .4
SECTIO_', 3 - OPl~RATINC A DllBIJ llUSJNESS, ............... ,............................................... ,, .................... .4

3.1 -Aorrnm:Ncr,: "fO Ill J; )) u1L1
3.2- r\l)VCHTlSJ-.G...
'IF. J"\\Q]ll{
MARl,'.El'lKG
.'\r-;]J
Co,,1 l'Ei'sSATIOr-. i'LAI\' . .. ................... 4

.. ................. 5
3.2.J - Gemmif....
J.2.2 - DubLi's iHmf(s mul 1\'(11/J/'S
3,2.3 - Bu1-ineH Carll.1, Stnlio1w1J' 11111{ Telep/;fme U.1ti11g.1 ...
3.2,4 - ,Vedirl wul il-Jedia Jnquilfrs.

3.1.5 - Urw1lic//ed Email .. .
3.J.6 - Un~vlidted Fnxe.1,
5
............... 5
.. .. 6
" ..................... 6
.7
................. 7
3 ..\ - BONUS BL1 \'l.,G P!IOHJBl fED

3.4 - 1-lJ;SlJ\ESS Eri'fCTIES ., .
3.5- CtM"ICE OF SPONSOR,.
.8
............................................................................ 8
................................................... 8
.. ....... 8
3.5.I - ,'rlisplllcemenl.
3.5,2 - C(mce/latio11 n11d Ifr-11pplfcatio1J . .

3.53- Waln:r of C!11imsAgai11st DubU Network.fl!r lmp101Ja Orgrmtzatfrm Cf1a11ge.5 ................ \i
3,r, L1>'Al:fH011lTED CJ.;\lMS AND Acrnrns ...
.. ...... 9
.9
.. ..... 9
........... IO
3,6.l "!11dl.'11111ijicatlon
3,6,] - hitOl!U' Claim\' ..
3,7 - CO.'H'LICTS Ol' )i'iTlcflEST,
3. 7, l - i'>'o11;-o/idtnlfo11 ..
3, 7.l - Srd1: of Compe/ing Goorl~ or Se1'J!lce.1 ...
.,,/()
..
/()
,.,,,,,,,,,,,,l
EXHIBlr D
3. 7.3 - Bu.iim!SS /lSSOtlr1le l'articipa//(m ill Oilier f)irec/ Selling l'rogmm.1..

3. 7.4. Mark1di11g Orgrm/w1ion A('t/vfty (Cienealogy) Reports ..
3.8- BACK OFFICE ACCESS_,
............ .......... I()

!I
....... 11
. '" 12
................. "" 12
.. .. I 2
"""' ... 11
3.9- TAHGETING OIHER 0JRF.CTSEU,1rns ....

3.10 - CROSS-Sl'or,;soRJN(;
3.11 - Errors or Q11est/011s ...

3.J 2 Govrnr,;M ~,l',"f AL APP HO VAL UR Er..llOH!:if:.\1 E'fl ....
3.1..l COJ..Ll(CTU'l(; Al'PUC,\NT IN!'OJ(\11\ no;; ..
3.14 -1,'iCCJMl'. TAX!-.S.,
3.15 - 1:-ur:!'ENDEN'r CoNTitAC'fOTl. S'f'Xl'L'S ...
3.16 - J~'n:RN,\'J'lOl'>"AL MAll!(F.TJNc; .......
3.17 - JNVKN WRY LOM11NG ,,
3.18 -ADHERENCE TO LAWS AND (JRllJI\Ai',"Cf;S ..
..................... 1.1
............................. !J
..... 13
.. ................. 14
.. .................. 14
:4
..... " ......... 4
:1,19-MlNORS- ...
3.20 - ACTIO:IS OF !louse: )101.D M l::MfllcRS OH A f'l-'I UA I En l;iDJ\'IllllAL.'> .

.. .................. 14
.1.2 ! - S,\ LL, THAN!:il"!:lt Oil ASS1t;N~H:m OI' I)\ '!JLI N ETWORJ\ Bt1Slf\llSS .......................................... I .'i
3.22 - STil'ARt\TION (lJ' A nunJ.1 N'1'WO!tl\ l!\ISJ'IF.SS,
15
3.23-Sl!CU:SSl(J.'I
.,,, 16
i6
.l.23. l Tl'am,fer Upon {)e(l(/i o.( 11 Bw,in es~ l1ssoc/111e..

J,;U,2 ~ Trrmsfer Upon /rJcapacilation !(la B11si11<:n As.wdate..
.. I 7
J.24 -TlcU:MAHKl::'ll'IG TF:CHNJQJJES
..... 17
SECTION 4 - RESPONsrnn.rrrns Ol<' BtSJl'{ESS ASSOCIAT};S ............ ..
.. .. 18
"
4.1 - CHA~GE Of' ADrrnE.~s. Tr:u:rlJOr,,"F., A.'t'D E-MAJL ADDRESSr:S

4.2 - CON nr;t;JNG DEVELOP\IEJ',; I' OH! ,IG1\TlOt\'S ...
"" 18
4.l,J - Ongoing Training .
.. .... 18
.. ........ 19
.. ...... I y
4.2.2-111crer1sed 'Jim)zi11g Re.1po11~ibllil/es ..

4.2.3 - Ongoiug Sates ResmHibililies ..
_ 19
. ................ 19
4 ..3 - NON[)JSJ'All,\Gllr-.-rnr,;T.
4.4 RFPORTJNG J'OL!C.:Y \' IOLATIO.'IS ...
S~CTIO~ 5. SALF;S REQt:11<.l(\IIENTS ................ .
.. .............................. 19
19
19
5.1 - Pll.0))1Jr:'L SAU.S

5.2 - l'io 'fERRITORY HESJ"RJCflONS
StC'J'lOi'.' 6 - BONUSES ANO COJ',IMISSIOI\S., ......................... .,,. ............................................. ., ... ,.. ,, ... 20
..................... 20
.............. 20
6.1 - BONUS Ar-;n COM;.flf,Sl()r-,' Qt;ALll'ICATIO.'IS

6.2 - An.n:STYfE.'ff TO flONll~f;S ANll COMM ISSJllN.', ..
. .... :w
f,.J - R1::FoR'r~ .
SJCCTION 7 - l'RODlJCT GUARANT!'.:ES, HJ<;n;R"\S A:-.'.D INVENTORY REPllRC:HASE, .......... 21
7, I .. R~: I l!H.'I.~ HY Rt;'l',\ll, Ct:s l'OM i:1,s ..
. ............................................. 21
....... 21
7.2- MONTA:s;,\ RI:SlDE:,,iTS ..
SECTIOi\' 8- lllSl'CTE RESOLliTIU."i A."ill DISCIPLINARY l'ROCF'J;OJNGS
............. 21
.. ............... 21
....... 22
.................... 22
.23
8.[ -DL<,CJPLf.'IAl<Y S.'\NCTlO:-J~ ..

8,2 - GRIEVANCES MID COMl'l,Al<'>"l'B.,,
8.3 - MrnrATION ...

8.4 -AUllffMTION ... ,
8.~ Govum1r,,c; LAW, JVRJ~DlC:J'IOI',' A:,.]) Vt:Nrn, .
.. ............................................ 23
SECTION9- NOi\'-RENEWAL, R"!<:C1-ASSIFICATION, A~b CA1'CELLATW'.'\
.. 23
. "' """"" ..... 23
..... 24
9.1 - El'Ff:1' OF CANO:Ll,1\TJOI', ..

\U .. lNVOIXNl,\l(\' CAi'\LELLA'J'lON ...
ii
'""''""'"
............ 24
9,3 VOL\.'NTARV CArvt:t:LLi\T!US .... ,

9.4- NO:'>lREl'iEWi\L
... 2,;
SECTION 10. DEl1'l:'lllTIONS ......., .... ., ...................................... .,.................................................................. 25
iii
,,,/)ll'Villl
SECTION 1 INTRODUCTION
1.1
Policies and Compensation Plan Incorporated into Business Associnte Agree-
ment
These Policies and Procedures, in their present fom1 and as amended ;:it the sole dis.,
cretion of DUBLI NETWORK LIMITED (hereafter "Dl1bLi Netwo1k" or the "Company"), are incorporated into, and form all iir.egrnl pa11 of, the DubLi Network Independent
Business Associate. Throughout these Policies, when the term "Agreement" is used, it
col!ectively refers to the DubLi \!etwork Independent Business Associate, these Policies
and Procedures, the D11bLi Network Marketing and Compensation Plan, and the Dubl..,i
Network Business Entity Application (if applicable), These docmnents are incorporated
by reference into the DubLi Network Business Associate Agrnemcnt (all in their current
form and as amended by DubLi Network). lt is the responsibility of each Independent
Business Associate (hcrinafier "Bwdrwss Associate" or ;'Bl\") to read, adhere to, and ensure that he or she is aware of and operating under the most current version of these Poli~
cies and Procedures. When spo11::::oring or enrolling a new BA, it is the responsibility of
the sponsoring BA to ensure that the applicant is provided with, or has on line access to,
the most current wrsion of these Policies and Procedures and the DubLl Network Marketing a11d Compensation Plan p!ior tu his or her execution of the Agreement.
J,2 - Purpose of Polkies
Dt1bLi Network is ti social mnrketing company affiliated with the direct sales field
tluit markets products through BAs. It is important to understand !hat yom success and
the st1ccess of your follow Business Associates depends on the integrity of the men and
women who market our products and services, To cleflrly define the rolationshlp that exists between Business Associntes and DubLi Network, and to explicitly set a standard for
acccptabk business conduct, DuhLi Network has established the Agreement.
DubLi Network Business Associates are reqLdred to comply with all of the Terms and
Conditiom sd forth in the Agreement, as wc.:11 as all foderal, state, and local laws governing their DubLi Network b11.~iness and their conduct. Because you may be unfamiliar
with many of these standards of practice, it is ve1y important that you read and abide by
the Agreement. Please review the infoirnation in this manual carefully. Jt explains and
govt!rns the rela!ionship between you, as an independent contractor and the Company. If
you have any q1,.1estions regarding any policy or rule, do not hesitate to seek rm answer
from DubLi Network.
1.3 - Changes to the Agreement
Because federal, slate, and local laws, as well as the business environment, periodically change, DubLi Ncti,.vork reserves the right to amend the Agreement, it's products
and services, the Marketing an Compensation plan and its prices in its sole and absolute
discretion. By signing the Business Associate Ag1eement, a I3usiness Associate agrees to
abide by all amendments or modifications that DubLi Netwol'k elecb to make. The
Business Associate needs to infonn himself or herself about modifications and amendments nt regulfll' intervals. The continuation of a Business Associnte's DubLi Network
business or a Business Associatc's acceptance of bonuses or commissions constitutes ac-
"'''""'"'"
ccptancc of any and all at!"lcndmcnts.
l.4 ~ Delays
TJubLi Network shull no'. be respcmsibk: for del11ys or failmcs in performance of ils
obligations wltC'n p~rfommnce is mac!c commcrc'.ally imprncticab!c due to cir,iumsttlmTs
b('.yond it~ r0,1so1m':ilc cont10I. This includes, witl1out limitation, ~trikes, labor difiku!tic~, riot, war, fire, death, Cllrtai:mcnt ofa party's source of supply, government decrees
or orders, soft.ware and/or system errors
1.5 ~ l>olicics and l'rovisious Severable

If any provi~ion of the Agreement, in ils cL:rr:::1it form or as r:1ay he amended, is found
to be invalid, (J:" unenforceable for any reusun, only l11c invalid ponion(~) uftllc provision
shall be severed and the re1m:ining tc;:1;1s and provisio118 ~hall remain in fllll force tmd
effect. The sl!vcrcd provision, 01 portion tl"ereo!, shall be rcbrmcd lo 1cflec: the pwpose
of the provision as closely as possible.
1,6 - Waiver
ThiJ Comprmy never glvc~ up its right to in;ist on compliance with the Agrccrnen( and
\\'ith the applicable laws governing llw ernduet of a bu~ines~. "J\'o failure of l>ubLi Network to exercise any right. o: power t1J1der the Ag:,~ement or to insist upon strict compli-
ance by a Business Associa:e ,vith uny obligati:.m ur pmvi~ion o/'the Agreement, and no
custom or practice of the pt:;-t!Cs lit variance with the lcrrn~ of tile /\gn:cment, ~hall eons1itu(c n waiver of DubLi l\ctwork'::; right to demand exact compliance with the Agrec11ient. Waiver by DubLi Network can be effectuated only in writing by an authorized of"
fooer of tl1c Comp1rny. O"JbLi Network's waiver of any pnrticular br1cc1ch by 11 Business
Associate shal: not affect OI' impair DLibLi Network's rights will, l'espcct to any ~ub~eany o.her Busir.ess
qucn1 breach, ror shull it affect in any way the rights 01 obligatio:1s
/\ssoci<1k. Nor shall uny delay or omission by DubLi Network 10 !.o;-;ereise any right arisi11g from il breach 11ffoct m impair Dub Li Network's tlghts as to tf1at or any subsequent
brelieh.
or
The cxistc:1cc of any claim or causl! Df action ofa nusiness A8sociate against Dub Li
Network shall not constitute a defense to DubL.i Ntotwork's 1Jtifr1ccmc11t of any ter:n 01
provision ofthc Agreemcnl.
SECTION 2- BECOMING A 8CSJ:,.iSS r\SSOCUl'E

2. .1 - Rct1uircmcnts to Become
fl
Busimss Associate
To become a DubLi Nmwark Busines~ 1\ssoeittte, ei.eh app!ictml must:
Be of the age ofnrnjority in his 01 her stnte of residence:

Reside in the United States or U.S. Te1Ti1ories or country that l)ubLi Network
has officially annoJncid is open for business;
Have a valid Soci2.l Scc'Jrity, Federal Tax ID number, Social Insurance N11mber, or other tax idemification 1:umbcr rncog1,ized by the government of the
country in which the BA resides;
Purclrnse a DubLi Network Business Package (optional in North Dakota);

Submit a properly completed Business Associl.lte Application and Agr;;:erncnt
to DubLi Network.
Z.2 - No Product Purchase Required

No person is required to purchase Dub/....i Network products or services to become a
Business Associate. In order to fami!iadze new Business Associates with IJubLi Network products, services, sales techniques, 5ales aids, and other matters, the Company re~
quires that they purchase a Business Package.
2.3 - Enrollmcnl and Rcne..,val Process
New Business Associates must complete the enrollment process on the DubLi Network website at www.dublinetwork.com. A BA's "sturt date" is the date on which BA's
enrollment is completed. The enrollment process is completed when Dubli Network enters an applicant's application infommtion and payment for the applicant's Business
Package is receiwd. All BA's will be assigned a unique number that identities them as a
Business Associate of DllbLi Network, This number is reforrcd to as their Team ID
Number. lt is the Business Associate's 1-esponsibili(y to provide this number on all forms
mid on the Business Associates Ag,tcemcnt when sponsoring a new Business Associutc.
A monthly license fee of $49/E38/AU$47 will be charged starting from Lhe second
month of your membership. 'l'J,e fee is charged to cover the support costs, IT production,
annual maintenance and improvements of the JJack Office IT system. For US residc:mts, a
monthly license foe of$39 will be charged starting from their 13 111 month of membership.
2.4 - Minimum Customer Point Requil'cmcnt
In Order to maintain your rank and the benefits associatt:J with it, you need to comply
with the minimum customer point requirements according to the DubLi Ni.:twork Compensation Plm1. If you fail to maintain or regain the required amount of Cus1omer Points
within the time limits as defined in the Compensation Plan, you will be downgraded to a
lower rank.
2.5 - Business Associate Benefit.~
Once a Business Associate Application and Agreement has been acc.epted by DubLi
Network, the be11elits of the Marketing and Compensation Plan and the Business Associate Agreement are available to the new Business Associate. These benefits include the
right to:
Sell DubLi Network products and ~ervices and recruit new customers;
Participate in the DubLi Network Marketing a11d Compensation Plan, if eligible;
Sponsor other individua!.q as Business As80ciates into the DubLi Network busiM
ness and thereby build a marketing organization and progress through tho DubLi
Network Marketing and Compc11~ation Plan;
keeeive periodic DubLi Network onlinc literature and other DubLi Network
communications;
Paiticipate in DubLi Network-sponsored supprn1, service, training, motiv1:1tional
'""'"'"""'
and nx:ognition fonctions, upor. pa.ymerit of app0;,riatc cluirgcs, i'.' ap:,lkabk;

and
Participate in promotional and incentive conksts nnd programs spon:mrct! by
Dub I ,i Network for its H LJsincs~ /\1;.sociat0s.
2.6 - Term and Renewal of Your DubLi Networl< Busim~ss

The term cf the Busim:s~ Associutc i\grncmen! is unlimited. Business Associates
must l"ene,v their Business J\c;socintc i\grcc:ment by paying the rnon:hly license foe acc1:rding to Section 2.3. If the 111onth:y license fee :5 not pnicl, the Rusine~3 A~~ociate
Agreement will bt~ canc.clcd nutomat:cal!y.
2.7 - Access Liccn~c~ to Premium and VIP Services and Privileges

DubLi Network seLs access licenses ("VoudwrR") as pun oCits Membership Package,.
These Vouchers allcw a BA's Personal RcLLil Custome1 to accc88 the, priviler;cs of, and
the services offered to, PremiLlm or VIP Membern o~ www.dubli.com. The Vouchc1;; arc
license:; that:
do not have any cnsh value and do not represent a property interest:
alknv a BA's Personal Re!ui; Clt~tomer to r_cc:::ss the privileges of, and services
offered to, Premium Mer:tbcrs or VIP Mcmbcrn (as applicable) on www.dubli.com
for ~lie shoi1er of(a) a pedod oftlHC'J month~ ihim the date ofactivatior. of the acc<.:s~
license and (b) a period beginning wi1i1 ,1:::livtion of the access liccn~c through the
expiration of the acce:>'.l license;
expire, wit'.'1 no residual value, on a d11t~ t.hat is six r:1onth,1 from the da'.l! of"pur-
chase: and
may b::: distributed by a RA up to two tit1es prior to expiration: however a BA's
JJerwnal Retail Custorrn.:r ic. prohibltc.:d fro:n distrih11ting the r,ccess lkcn~cs or sub licensing acces~ to the privileges oC anC s1c1-vices offered to, Premium or VIP Mcmb\:rS
on www.dubli,corn.
SECTION 3 - OPERATING A DlJHLJ BCSl:i\'ESS

3.1 - Adherence to th~ DubLi Network :vtnrkcting and Compensation Phrn
lbsine~s A~sociates m:.1st adhere to !lie tl'rms of the DubLi Network Markc1.i11g and
Comp~nsation Plan as set forth in official Dubl/ Network literature. Business Associiltcs
shall not offer the DubLi Network opportunity through. or in combination with, nny other
system, program, or method oi'markcting ether than that spCJcifically ~ct forth in official
DubLi Network literature. Business Ass1x:iates shall nD! ncqulre or encowage other ,mrrent or prospective B\lSincss Associaks to partieipc1te in DubLi Network in any man1:-;ir
that varies from the program as set fonh in offici11l DubLi Network l:teraturc. Business
Associates shall not require or encmmigc other current or prospective Business i\s~uci21tcs to execute any agreement or contrc.ct othc.:r tha:1 official ))ubLi Network agrneme11t~
and contracts in order to become a DubLi Network kuslncss Associate. Similarly, Busi
nes~ As~ociaks shall no! require or encomc.ge other curre:11 or prn~pective Business Asso(;iciles w nuke any purcbasc from, m payment to, ar~y iiidividual 01 01.hcr entity to participate in tlw DubLi Network Marketing md Compcnsatiu:i Pinn uthc: tlian those purcl1a.~es or fHtyrneJJb identified as rcco1mnc:1dcd 01 iequircd in ot11cial DuJ..,Li Network
!iLerature. R/\'s shall not make folse or misk:adit:g rcprnsenlations of any kind inclLtding,
but not limited to, misrepresentations about DubLi Netvvorks services m the DubLi Network Compensation Plan,
3.2 - Adverfolng
J.2.1 - General
All Business !\irnociate5 shall safcgwird and promote the gocci ~cputation of Dub Li/
DubU Network and DubLi/ DubLi Network prnt'.uct~. The marketing and prninotion ot
Dubl.i Network, the DubLl l\'etwork opportunity, the Marketing :md Compensation Plan,
and D11bLi Network products shall be co11sistent with the p~1b:ic interest, and must avoid
al I d is::omteo,1s, decetive, misleading, un\.:th ic2J or immoral conduct or practices.
Only I3usiness Associates who have achieved the rank of fades Director 01 higl1er
may create and pcblicih their :::ivvn mat'keting 1m,:crials, adveriisirig materials, a1"1d/or other
sales rids, (collectively "sales tools"). This policy docs not r.pply to web site,, which all
Bi\ 's arc allowl!d to operate. l lowever, all :m1tcrials, inchlditig websites, mrnt be s.tbmiltcd to DubLi Network's Compliance Department anC. r<;1c;:dve written pre-approval beforn
th-:y can be used or made public. Jr written approval is not isSLll-!d within ten days from
ilie d2ttc it is submitted to the Compliance Department, the request is dcniud and the I3i\
shall not U!iC die material.
Business A~sueiatcs rnay nu', sell sales tools to other DubLi Network Busim:ss A~8ociates. Therefore, l3usim:ss Assudaks whD receive ,.11.1tlm:izatio;1 from DubLi N1,.;lwork
10 prodctcc their ow11 ~ales tools n:ay no: sell such material to any other 8t1sincss Associ
ate. BAs may rrlilk~ approved :;ales tocl8 availab!c to otl1er Business Asrndatcs free of'
~h<Jrgc lfthry wi~b, but may not chuge other DubLi Network Busirwss A~wcialc~: for the
sale~ !ools.
DubLi Net.work further reserves the light to rescind approval for any sales tool~ ai
any time, and 8usincss A%ociates waive all clJirns for <l,mmg0s or rc11rn1wration a1ising
from or relating to such rescission.
DubLi Network I\Jrtlier reserves tl1e right to prohibit any rnmketing ac1ivitfC$ 11ia:, in
tht.: Company's sole discrelion, ca.,t negative asr,l!rnions on the integrity, truthfolncss,
and/or rcputatio:1 LlfDubLi Netwut'k.
3.2.2 DubLi's Mark~ :rnd N,irncs
DuCLi NctwOt"k Business Assocbtcs shall ncl usc )JubLi ai1dio1 DubLi N.:twu~k'~
tradc rnuncs, trademarks, service; marks, logos, artwork, rnpyriglits, or ut!1er intellectual
property without DubLi Network's prior written pen-:iission, Bu~i11e~s Associates may
not produce foI' sale or distribl:tion any 1ecorded Company events and speeches without
wtitten pem1i~siun from DubLi Network nor nrn.y Business ;\ssociaks rcproduct: for sale
or for personnl us~ any recording of Companyprnduced cn1dio or video tllpc pr1.:srntations.
Busbcss Assoeiatcs may not usr: or al1(:mpl to register ally ofDubLi Network's trndc
,,,,,,1.,,:,,,,
raames, trademarks, service nnmes, service marks, produc1 nflnies, the Company\ name,
or any derivative thereof, for a~y h:temet dor:1aln name or email address, or use such
marks in connection with any blog site, clrnt toom, or' on fine forum of any other nalme.
3.2.3 - Business Cards, Stalionilry and Telephone Listings
Business Associates may u8e DubLi's name in on business cat'ds, statlonmy and in
telephone directories as follows:
Business Associate's Name
Dubl,i@ Independent Business Associate
All Business Associates may list themselves as an "DubLi Independent Business
Associale'' in the white or yellow pages ofthc telephone directory under thci, own name.
No 13usiness Associate may place telephorc directory display ads using DubLi Network's
nan1e or logo. Business Associi.nes mny not answer the telephone by saying "DuhLi
(Network)", "DubLi (Network) Incorporated", "DubLi (Network) Limited", or in any
other manner that would lead the caller to believe that he or she has reached co11ion:tc
offices ofDubLi or DubLi Nctwotk
3.2.4 - Medin and Media Inquiries
Business Associattis must no: attempt to respond to media inq;.1iric~ regarding DubLi
:'ietwork, its prnducts or ~crvices, or their i1:dependent DubL: Network business. All inquirie~ by any type of rnedii:l must be imn:ediately referred to DubLi Network's Public
Relations Depaitment. This policy ii\ designed to assure that accurate ar,d co:1sistc11t h
fo1111ation ts provided to the public at: well as a proper public imnge,
Bttsiness Associates are strictly prohibiteci represer.ting DubLi Network in any public
mt:dia arena and from using ur.compe11sated media !onm including, but not limited lo,
news releases, asticles, editorials, unpaid adveitising, infomercials/adv1;.rtorials, and tc!c
vision, cable or radio program appearnnces to promote or piiblicize DubLi Network or its
products, except as approvcC in writing by DubU Network, Such requests mus: be sub
mitted in writing ;o DubLl Netwol'ks Marketing Department at '.east 30 days b advance
oftbe media aclivity.
3.2.S - (lnsolichcd Email
DubLl Network daes not petmit Business Associates~ send unsolicited commercial
emails unless such emails strictly comply with applicable laws and regulations inc)udi1:g,
without limitation, the U.S. CAN SPAM Act. Any email sent by a Bus[ness Associate
that promotes DubU Network, the DubLi Network opportunity, or DubLi Netwcrk products and services must comply with tl1e following
There 1:iust be a functioning retum e:nail address to the sender,

There must be a notice in the email that advist-~ lhe recipient chat he or she :nay
reply ;o the email, via the funct.io11ir.g return email address,!() request that future
email solicitatior,s or coffcspondence not be sent to him or her (a flinttioning
"op[eoul" notice),
The emall mnsL include the Business Associale's physical mailing address.
The email must clearly and conspicuously disclose that the mc%agc is an .idvcr..
tisernent or solicitation.
The use of deceptive subject lines a11d/or false header information is prohibited.
All opt.out requests, whether received by email 0r regular mail, must be hono1-cd.
If a Business A~soc\at.c recsives ar: opt-OL!I req11es1 frorn a redpir;:nt of an email,
the Business Associete mu~t forward the opt-olll request to the Company.
DubLi Network may periodically send co1mne1cia\ emails or, behalf of Business Associatc8, By entering into the Business Associate Agreement, Business Associate agrees
tha! the Company may 8end such emails and that the Busi11e,;s Associate's physical and
email add1esses will be included in such emails as outlined above. Business Associates
shall honor opi-oul requests generated as a ;esult of such c;irnails sent by the Company.
3.2.6 ~ Unsolicited Faxes
Except as provided in this section, Business As~ociates may not use 01 trnnsmit unsolicited faxes or use an automatic telepbor:e di1Lling system relative to the operation of
their DubLi Network bushesses. The term "autcmatic :elephone dialing system" means
equipment wblch has the capacity to: (a) store or produce telephone numbers to be called,
using a random or sequential number generator; and (b) lo difil such numbers. The terms
"unsolicited faxes" means the transmission via telephonc facsimile of any mctterial or i11form11tion advertising or promoting Du'.)LJ K'et.wcrk, its products, its compcnscitior. plnn
or ciny othet' aspect of the company which is rnnsmit~cd to any person, except Ornt these
terms do not include a fax or eumail: (a) to m1y persor, with that pcrsons prior express
invitation or permission; or (b) to any perso:1 with whom the Business Associate lias 11n
estab!ished business or personal rc!a(ionsbb. The term ''established busi11c::1s o~ ::iersunal
rnl:donship" mea;1s a pdor or existing 1-etaiionship formed by a voluntary two v,;ay (:or.1municatio11 between e. Business Associate and .i person, en the basis of: (a) an inqil\1)',
application, purchase or transaction by :he person regarding products offCrcd by such
f3Ltsiness Associate; or (b) a pe:sonul or familial relationship, which relationship hus not
been p1wiously terminated by either pa11y.
3.3 - Bonus Buying Prohibited

Bonus buying is strictly and absolutely prohibited. ';Bonus buying" includes: (a) the
enrollrnr.:nt of individuals 01 entities without the knowledge of and/or execution of an Independent Business Associate Application and Agreement by SllCh individuals or entities;
(b) the fraudulent enrollment of an indlvidual ot entity as a Business Associate or Cus,,
tomer; (c) the enrollment or attempted enrollment of non-existent individ\.\als or entities
as Dusincss Associates 01 Customers ("phantoms"); (ct) Purchasing DubLi Network
products or services on behalf of nnothcr Business Associate or Customer, or under an~
other Business Associate's or Customer's I.D, number, to qualify for commissions or bonuses; (c) purchasing excessive amounts of goods or services lhilt cannot reasonably be
used or re.50Jd in a month; and/or (f) any other mechanism or artifice to qLmHfy for rank
advanccmcnl, i:1centives, prizes, commissions or bonuses that is not driven by bona fide
product or service purchases by end user consumers.
3.4 - Business EntHies
A corporation, pmtnership or trust (collectively referred to in this sectlon as a "Bt:sincss Entity") may apply to be a DubLi Ketwork Bushiess Associate by Sl!.bmitting a
properly completed Business Entity Registration foi'rtL A'.1 BA may change its status under the same spon~or from an individual to a partne:ship, corporation or trust, or from
.one type of entity to anotlier. There is a $80.00 fee for North American rcsldtmt::; and
60.00 for Eoropean residellt~ lbr each cliange requested, which must be included with
the written request and the completed Business Associate Application and Agreement.
Members of the entity are jointly and severally liable for any indebtedness or other obligation to DubU Network, and for compliance with the Agreement.
To prevent the circumvc11:ion of Section 3.21 (regaiding transfers and assignments ol"
lJubLi l\etwork bus:ness), if an additiona: partner, shareholder, IT.ember, or other busiT
1~css entity affiliate is added lo a bu~iness entity, the ol"iginlll applicant r.1us1 remain l'.S a
parly to the original 13usiness Associate Application and Agrcurnent [f lhe original
Business Associate wants to terminate his or ho1 relationship with the Company, he or
she must transfer or assign his or her business in accordance with Section 3.21. If this
pnicess is not followed, the business shall be canceled upcn the withdrawal of the original Business Associate. All bom:s and commission chccb will bu sent to the c1ddrnss of
record of the original Bl1siness Associate. Please note that the modifications pennitted
within the scope of thls paragrnph do no/ ~11cludc a change of sponsorship, Changes of
sponsorship are addressed in Section 3.5., below. There is a $80.00 (60.00) foe for each
change requested, which must be ir.cluded with the written reqtiesl and the completed
Business Associate Application El!ld Agreement. DubLi Network may, at its discretion,
require notarized documents before implementing any changes to a DubLi Network business. Please allow thirty (30) clays after the receipt ofth1; request by DubLi Ne:work for
processing.
3.5 - Change of Sponsor
To protect the integrity of all marketing organit.ations und sufegLwrd the hc1rd 1,1.wk of
all Business Associates, DubLi Network prohibl\s cluu~ges in sponsorship except as noted
below,
3.5.1 - Mispl:tcemcnt
ln cases in which the new Business Associate is sponsored by someone other than the
individual he or she was led to bel:eve would be his or her Sponsor, a Business A~wc:ate
may 1cqucst that he or she be transferred lO another organizat:on with his or her enti1e
marketing organi:.:ation intact. Rcque~[s fc1 transfer under this mu~t be made within t:8
hours from the tim,;, of enrollment. The Business Associate requesting the change has the
burden of proving that he or she wa.~ placed ben1;:i1th the wrung ~ponsor. tt is up to DubLi
Network's discretion whether the requested change will be implemented,
3.5.2 - Cnncellation and Rc-npp!ict1tio11
A Business Associate may legitimately change orgac1lwtions by vo:untari)y cirnceling

his or her DubLi Network business and remaining inactive (i.e., r;o purchase~ of DubLi
N~twork products for rcsak, no sales of Dub Li Network prnducts, no spon5oriHg, :w at-
tcndancc at any DubLi Network functio1:s, r1artk:ip1:!.ion in any othcr form nf' ifosin,~~s
Associa1c ac:ivlty, or opcratio11 of any othe: Duh!.i Network bu~iness) for six (6) full calendar montl1s. Following the 8ix mo:1th JJcriod of inactivity, the former Businr.ss Asg0ciate may reapply t:ncler a new :;ponsor, however, the former Bw:incss ,\~sociate's sil!cs
tcarnwtll remain ir: their original line of sponsorship.
3.5.3 - Waiver of Claims Agai11st DubLi Network for Improper Orglrniztttion
Ch;l!lgcs
In ca:w:; wherein the appropriate sponsorship change procedmes have nol been followed, and a snlcs tearn has been developed in tl1e second business developed by a Business Associak, DubLi Network reserves the sc:e and cxclLt~ivc right to detennine the r:nal disposition of i!ic sales tem11. Resolving conflicts over the proper pli:t.cemcnt of a saks
team that ha~ dovclopcd under an organizatiDn that J:as improperly switched sponsors is
often extremely dinicult. ll1crefore, BtJSIJ\ESS ASSOCIATES WAIVE ANY AND
ALL CLAIMS AGAII\ST DUBLI THAT RELATE TO OR ARISE FROM DCBLl's DECISlON REG,\lUHNG THE DISPOSITION OF ANY SALJ<;s TEAM
THAT DEVELOPS Bl,;J,(lW AN OR(;ANJZATIO'.\! THAT HAS lMPROPF:H.LY
CHANGED LINES OF SPONSORSIIJP.

J.6- Unauthorized Claim~ 1-1nd Actions
3.6.J - Indemnification
A Bushcss Associate is folly resp0Lsibl2 for all of hhl or her ve1-hl:il nlHl w:itt,:n
stttteme:its made regarding DubLi Nct\\'Ol"k product~, ~erviccs, and t.l1c Marketing anci
Compensation Pla1: which Me not expressl;1 wnta:neci in oftkial DubLi l\0two1'k :nuter'.uk Business Associates <'grec to indemnify Dub Li Network and DubLi Net\.vork's directors, officers, employees, and 8gi.;Jll'., and hold tl-,em ham1less fiom rn1y and all llllbility
includingj,J.dgmcnrs, civ:I penal:ics, rcJi..:m!s, attorney fees, cowt costs, or lost business
i11r.:urrcd by DuOLi Networ:c as a result of the Business Associate'~ um.uthoriz1;d repreSi.mlations or actions. Thi8 provision shall survive the tennimitinn of the Business !\ssocinte Agreement.
3,6.2 - Income Claims
In their en!hwdasm to enroll p:ospective I3usinoss Associates, some Business Associate~ an: occaslonally tempted to make income claims 01 earnings reprc8t..:ntations to
d:.:monstrnte the inherent power ofnc:wot"k nwl"kcting. This is cuun(crproductive because
n:c\.V Bus:ness Ass:Jdale~ may bc:cvme disappointed very quickly iftbeir results 1tr.: not as
extemive or as rapid as the re.5L1lts others have o.chieved. At DubLi Network, we finnly
bclkvc that tilt..: Dt1bU Network income pol"Ct1tial is greflt cnoul;:110 be highly at'.rnctive,
without reporting the earnln&s of othe1s.
i\1(n(.:0\'81', the f~cdcral Trade Commission and sever<-11 swws have laws or IT_gulat:oris
tlrnt :-egubte or eve11 prohibit cel':ain 1ypcs of income claims and testimor~ials ir.adc by
persons engaged l11 network marketi11g, While Husim:ss Associalcs r:1ay believe it beneficial to ctisdose tht..:ir earnings 01 thc.t of others, su<:h approciehcs hav:.: legal consequcncr.::s that can negatively impact ])ubLi }:etw0rk a~ wdl ~~ the Business As.~uda.tc making
the clnim 1mkt,.~ t1ppropriato disclosuros required by law tire: also milzk contcmpornncou~,
,c,l',1)11.:ll
ly with the income claim or earnicgs rcprnscntrition. ncr.ausc Duhl. l\etwork Bm;inc3s
Associates do not havtJ lhc data :1ecessa1)' to comply with tltc legal req"Jireme11ts for mai<:ing income claims, a Bi1siness As~ociatc, i.Vher presenting er discussing the DubL: Net~
work opport1mity or Marketing 11nd Compensation Plan to a prospective Business Associate, may not make income projections, incc11T1e dai:m, or disclose his or her DubLi
Ni/work ir:cornc or that of any other Dub Li l\'ctwurk 8 A,
J.7 ~ Conllicts oflntcrcst

3.7.l-Nm1solkitation
Dub Li J\etwork T3usintoss AssocicJcs are fh:c to participate in other multilevel or ne:work marketing busil:css ventures er marketing opportunities (col!ectlvely "netwo1k
r11arkcting"). However, during the 1erm of this Agreement_ Bw;ineo;~ J\ssocialcs may not
directly or indirectly Recruit other DubL! Network Hus:ness Aswciates for llny other
network marketing busi1,css.
Following the canccllati\))1 of a Busincos Associatc's Agrccrncnl, and for ll period of
ur.c year therealter, a fotmer Bus'.ncss Associate may not Recruit any Dt:bLi Network
Business Associate or Customer for another network :mutcting business. Business /\ssociates and the Com;rnny rccogni7.e that became net.work marketing is conducted through
,ietworks of ind;;'.p1.mdenl contractol's dispersed across the entire Unikd States a;1d inter-nationally, and business is commonly conducted via the ii:tcmct arid tck:phone, c.n effo1t
to 11.-irrowly limit the geogmpl1ic scope of this non-solicitation provisior \vould render il
0,-holly ir,cffcc:ive. Thorcforc, Business f\~S()(.:latcs and DubLi Nr.;twork agree tha', this
non-solicirntion provision shall apply to all rMrke1s in whic!1 DubLi \ietwork car.duels
hu~im:~h.
The term "l\eL:rnit" rr:eans tfr:: actuHI or c1ttcmpted sponsor~hip, soiici1<1lion, enl'Ollme:-it, cncourngeme111, or effort to inllucnce in any other way, 1Jither directly, indirectly,
m through a third purty, another DubLi Network Business Associate to c1uoll or paiticipatc in :mother multilevel :wirketi11g, netwo1"k marketing or direct sales opportu11ity.
3.7.2 - Sale of Competing Goods or Services
BLJSinc~s As.'wciales must not id], or atte:11pt to sell, any competing non-LJubLi l\'ctwork pwgrams, products or services to DubLi Network Business Associates. Any progrnm, product or st.:rvkes in the same generic rnlegories as DubU Networ-k pi-oducts or
services are deemeC to be C(Hnpeting1 regardless of dif:'crcnccs in cost, quality or other
distinguishing factors.
3.7.3- Business Associate Participation in Other Direct Selling Progn1ms
Jf t1 13u5iness Associak fa engaged in other non-DubLi Network direct st.:lling programs, It is the responsibility of the Busiu~s~ Associate to L'.tlSut'C that his or her Dubl.i
Network business is operated cnti1ely separn.lc.\ w,d apal't from 1UJY otlii;:r prugram. To this
end, t.lie following rr:ust be adhered to
Husinc% A~~odatcs ~hall not display DubLi Nl'twork promotional matninl, sales
aids, proCucts or servir;;e~ witl1 or !11 the same lo~atio11 i.l~, ai1y 11011-Dul.JLi Netwo1k
IU
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promotional material or sales aids, products or services.
Business Associates shall not offer the DubLi Network opportunity, or DubLi
Netwotk.com products or services to prospective or existing Business Assuciatds
in conjunction with any 11011-DubLi Network program, opportunity, prodm:t or
service.
3,7,4 - Marketing Organization Activity (Gc11calogy) Reports

Marketing Organization Activity Reports arc availablt: for Business Associate access
and viewing at the BA's password protected DubLi Network backoffice. All Marketing
Organization Activity Reports and tl1c information contained therein are confidential and constitute proprietury information :.ind business trade secrets belonging to
DubLl Neh'l'Drk. Marketing Organization Activity Reports are provided to Business As~
sociates in strictest confidence and are made available to Business Associates for the so!e
purpose ofassistlng Husiness Associates in working with their re~peclive M::irketing Organizations in the development of their DubLi Network business. Business Associates
should use tbdr Marketing Organization Activity Reports to assist, motivate, and train
their sales team, The Business Associate and DubLi Network agree tlwl, but for this
agreement of confidentiality and nondisclosure, DubLi Network would nol provide Marketing Organization Activity Repo11s to the Business Associate. A Business Associale
shall not, on his or her own behalf, or on behalf of any other person, prutnership, associa~
lion, corporation or other enlity:
Directly or indirectly disclose any information contained in any Marketing Organization Activity Report to any third party;
Directly or indirectly disclose the password or other access codi.: to his or her
Marketing Organization Activity Report;
Use the infom1ation to compete with DubLi Network or for any purpose other
than promoting his or her DubLi Netwmk business;
Recruit or solicit any Business Associ<1te listed on any report, or in any manner attempt to influence or induce a11y Business Associate to alter their business relationship with OubLi Network; or
Use or disclose 1.o any person, paitnersl1 lp, association, corporntion, or other entity
any infonnation contahied in any Marketing Organization Activity Report.
Upon demand by the Company, any current or Former Bw.iness Associate will return
the original and all copies of Marketing Org:mization Activity Reports to the C<1111pm1y.
3.8 - Back Office Access
DubLi Network makes online back offices available to its Business Associates. Back
offices provide Business Associates access to confidential and proprietary information
thnt may be used solely and exclusively to promote the development ofa Business A~~uciate's Dub Li Network business and to increase salt!S of DubLi Network products. However, access to fl back office ls a privilege, and not a right. DubLi Network reserves the
right to deny Business Associates' access to the back office, or any part of the back of:
flee, at its sole discretion.
II
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3.9 -Targeting 01hcr Direct Sellers

DubLi Network does not condone Bt.i;incss Associates specificillly or con~ciously
targeting tho sales force of another d:rcct sales :.:ompmiy lo sell DubLl Nctwot"k products
or to become Bus incss AssoeiatGs fm Dubl.i Network, 11or does DubL: Network condo11c
13usincss Afsociates solicitation or c:1ticc;11ctll or members of the sales force of another
direct sales company to viuiate t!rn ter:ns of thelr contract with s,ieh other cornpnny.
Should Business Associates c11gag0 in ~L1c.1 <1:.:livity, they bear the risk of being sued by
the other di1cct saks comp~ny. If any lawsuit, arbi:n::tion or mediation is brought against
a Bus:ncss Associate a:legi11g :!mt he or she cngflged in inappropriute re<.;n:itillg activity
ofib sales force or r.:Llstomers, DubLi l"ictwor:<. will not pay tl;JY of Business Associate's
defonse costs or legal foes, nor will DubLi \!ctwork. indcmnitY the Business /\ssociate for
illlY judgment, award, or setticment.
3,10 - Cross-Sponsoring
Actual or attcmp".ed cross sponsoring is strictly prcih:bitecl. "Cross sponsoring" is defined as the t:nmllment or attempted enrollment o-= ~:1 indivhkul wbo or l:!llity that already has a current Business As3ocic1te Agreement 011 flc with DubLi Netwo1k, o: who
bis had such an agl'cement v.'ithin the preceding Bix cale1;dar montfE;, within a di:'fCrcnt
J:nc of sponsorship The use ofa spouse\~ or relativcs na:ne, trade name~, lJBAs, assur:1ed 112.mes, c.orporntiono, partnerships, trus!s, federal 1D 11ulf.be1s, fictitiou~ lD numbers, any strn\v-rnan or other artifice to ch.:urnvent thia p0Jicy is prnhi:iitcd Business
/\swcic1tus 8hall not dcr:iean, discredit 01 defame other Dub[,i Network Business Associates in a:i attempt to entice another Business Assoc'.atc lo become pa1t oft:ic first Bu~incss Associatc's marketing organization. :'his poli;;y 8hall not prciliibit the tmnsth >:Ji' a
D:1bLi Network buRine~s in ~ccordm1cc with Scction 3.5.
lf Cross Sponsoriug is discovered, it must b:o brought to ths Compa1cy's micntio11
in:mediutcly. OubLi Ns~work may Wke disciplinary action against the Business Assoi.::iate that changed organi1.,dons and/or those B11$ines~ Associates who encouraged or :iarticipateci in tbc Cross Sponsoring. l)ubLi Network may also move al: or pa1i of the of
rending I3usiness Associatc's !v.'.arketing Organizallon to hl$ or her original Marketing
Organinitio:1 if the Company deems lt cq1iitable and feasible to do so. However, Dub!.i
'J\e1work is under no obligation to move the Crnss Sponsored Businc~~ !\ssociatc'ci Marketing Organization, and the ul:inrnte dispositirnl of the orgs11iz:ction n::nmins within the
wle discre~ion ofDubLi Network. Busilrn~s Associates waive all claims and cHuses of
action against DuhLi Network arising from or relating to the di,5positio11 of the
Cross Sponsored Ilusiucss Associutc's Marl\:ctlng Org:-iniz:-ition.
3.1! - li;rrors or Questions

lfa Businc~s Associate hfls questions abriut 01 believes any crro:s have been made rngarding commissions, Lonusi;:8, Marketing Organization J\ctivi!y Reports, 01 charges, "':he
L!usincss Associate must notify D"1bLi H.:twork in writing withi11 60 day~ of the date of'
the purported error or incident i11 que~tio11 (~1'1'011t'OLIS sponsorship cli.Ses nust he re:Jorted
wlthin 48 hours of cnro[Jmen'.). DJbLi Nctwork will no', be responsible for any errors,
omissions or problerc1s not reported lo tl1c Company within c;o days.
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3.12
Governmental Approval or Elldorsemcnt
Regulatory agencies or offlcials do no: approvi.: or cndDrsc any dirci.:t sellir.g or net\vork marketing com'.:)<1.nies or prCJgrnms. Thendore, Business Asrnci,ctcs s!iall not represent or imply that DubLi l'<ctwork or its .Vladu~ting Hr.d Compensation Plan rlavc becm
"cpprovcd," "endorsed" or otherwise sanction::d by any govcrnmc11t lig1c11cy.
J.13 Collecting Applicant Information
A sponsvring Husiness A.ssociutc tnay a,~ist a new Husiness Associate Hpplicant to

e11roll onlinc. llowcvcr, liusiness Associates may not collect enrollment info:-mation
from the app.icant and then inpu1 tlw i;1fom1ation at a latel' time. Each appllcant :nust
personally submi'. his or her enrollm;;;nt hformatio11 und agree to the Dubli Network
Tcnns and Cor.ditio11s and Po!idcs and Pro:.:edun:ii at the time oferirnllment.
J,14 - Income Taxes
Each Business AssociiLte r.rnst provide Dub!i Network with a social security number
or Federal Tax fdentificGtion 1',\nnbc:. and is responsible for paying loc:il,
state/provirdal, and federal tax:::s 01i any income gcmel'ated as an Independent 8usiiic::.s
Associc1te .
.'l.15 - Independent Co11tnictor Slatus
Busi :1css Associutvs arc indcpenden t. con trnc(Ol"E. The validity or consumer pl"Okction
rcg11trnio11s is expressly i:xcluded. fh1si11ess Associates an: not pun;ha~crs ofa frrnchise
or a busirie8~ upportunity . ."be agreeme11: ':ietwee:1 DubLi 1','etw~rk and it8 Husir.ess i\ssoci ate~ dues not create an emp loyer/cmployee 1cbdcrnilip, agency, parlnersh ip, 0r joint
vc:1twn: be'.ween the Co:npany and the Hu~incss Associaw. DLL~ine~s As~ociates shall nor
be trc;atecl as nn employee for their ~e1~1ices 01 for Fecieral or State tax purposes. /\II
Businciss Associates ,ue n:~ponsib!c for paying lociJ, state, nnd fodcrnl taxes due from all
conpensatiu11 earned as a Business A~soc;iate o:'1he Company. Tile Busiress Associ1ttc
has no ai.:thority (expn:s~~d 01 implied), to bind the Comp~ny to any obligation. Each
f3usine;-s Associate shall c~tabli~h hi8 or her own goals, houts. ,md mebods of sale, so
long :1s he nr she complies with the lerr:1s of' the 8usine5s Associate Agreement, th(;sc
Policic~ and Proci::durcs, aud applicablc law,,
All Bu~iness A!:,sociates a:e rc~_Jon~ible fot" all expense~ relnti11g t.n their \Jus:ncss cpcrntion. Y:iscellaneous expenses include, ':llt are not :irnited to, license or pe:wits rcq:tircd to opcmte n business, legal fees :onneckti with the use of a busirwss 1rnrr.c, telephone expenses, product advertising, etc. Bt.siness i\Jsuciatcs shali not involve DubLi
NL:twork in any co11trc1r.;tut1l relationship~ rcla:ive to tlicir businesses. Business cannot and
shall not sign contrncts, rent or lei.Sc offii.:e ~puce or equipment, open bank accoLrnts, se~
n1re credit, cash negoti:ibl:;l imtrumcnts, md. c purchns:::s o; entc1 into agrcuments ofrmy
kind in the name ofDubLi r<ctwurk Such m:'.ion is prohibited and causes the termination
ofhc Business Associate status. Each !3usi.1ess A~sociate shall hold DuhLi Network, its
sharc~lwlders, pi!'.'"l:iers, members, dircctcrn, officers and employees harmless from any
clHims, damages or liabilitie~ arising out of such action.
13
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3.16- International Marketing
Hm:c1usc oferitkal .cgaJ and wx considcrations, DLtbLi Networl musl limit the sale of
procil1cls and 8Crvkcs, ant..: the ~rescnt:Ltion ofthe DubLi Nctw01k business to prospective
customers and Busi11e~8 i\c;8ociatcs located within tho "..Jnitcd States and US. Tm-ritorics
an:l t)]()SI.! utlic:r co1:ntrics that the Company has annot:nced aio officially opened for business. Mo1t!ovcr, allov,ing <1 fow Business J\ssociaws '.o c0nduct business i11 markets not
yc1 op~m:<l by DubLi Network would violate the elrnccpt of affording every Business Associate i,he equal opportrn1ity to expand i:1[crnatiu1ially. Acccrdingly, !lu~inoss Associates are authorized to sell DubLi Network,wm products, enml. [3,.isiness Ass::iciaws, lltld
engage: in business bliilding activities, only in coi.;ntries that Dl1hL: Network is authorized
to ..:onduct business, as announced ln official Company liternturc.
3.17 - lmcntory Loading
BL\siness As~ociates 111ust never purchusi: inore prnducts than they ca:1 reasonably .1se
sell to retail ctrntcm1ers in a month. and :-:nust nut inlluence Dr attempt to influence any
other Business A$so:,;l11k tu buy more products than they can reasonably use or sell to
retail customer~ in a month.
01
3.18
Adherence to Laws and Ordinance~
Business J\%ociatc~ slrn!l compJy with all fodcral, state, and local laws and regulations in the conduct oftlitir l.JL1sincsscs. Many cities anc counties have lav,s regulating
ccnain horne-ha~cd businesses. In most cases these ordinances "re 11ot applicable to
Business Associat~s b-:cG1usr;: ufthc natun: ,.irthcir bu.~iness, However, Business Asso(iEl!es must obey those !aw~ tliat do apply to them. Jr a c:ty or county officia: lells a B.1si11ess Associate that an 01dinancc applies to him or her, the: Business /\ssociak shall be
po!ite and cooperntivc, and inm1~diatcly se:1d n copy of'thc ordinance to the Compliance
l)cpiirtmcnt ofDubLi "\!etwotk.
3.19
MinoJ"s
!\ person who is l\::cot,'l>ized as a mi110: in his/lie1 ~1,ik of 1esidc11cc may not be a
Dubl.i Network Bmincss Associate. Busi11e~s As8ociates shal: :not enroll or rncruil minors into the DubLi Network progrnm.
3.W - Actions ofHouseho!tl .'.\-lembcrs or Affiliutcd lmlividuals
lf'any member ora Business Associate's :mn1edia'..e liou~~+old engage~ in any activity which, if pctfo:med by the Business Associate, woulc! violate any provis'ion of the
Agreement, ~uch c1ctivity will be deemed a violation by the Busil1ess Associate <ind D.Tb
l,i Netwnk :nay :akc disciplinary action purnuant to the Statement of Policies against the
Bu.oiness 1\ssociale. Similarly, i!' any individ.1al a%ociated in any ,vay with a CllT1)0J"a"
tion, partm.:1ship, LLC, trust or othicr entity (collectively "Businci;s Entity") violates lhe
Agreement, rnch actlon(s) will be deemed a viola:ion by the I3usirn.:ss hnti1.y, miJ DubL.i
Network may take discipli:1ary actlou against the Business Entity. Likewise, if a Busitl()~s Assodate enrn!ls i:i DubLi Netwn;k 11-, 11 Husi:wss Entily, each shareholdel", onicer,
member, pmtncr, or other individu,11 or entity wi1h an uw;ii:r~hip interest or management
responsibility in the Busin1css Enti1y ~hall be: rersonally ~nd individually bound to, and
must comply with, the Lcrn1s and condition., of the /\grccmcnL.
3.21 - Sale, Transfer or Assignment of DubLi Network Business

Altl1ougl1 a DubLi Nct1.vork busirn;so is a privately owned, independcr,tly operated
busine~s. tl:e sale, lnmsfer or assignment of 2. DubLi N0twork bus'ncss is subject to certain limitations, If a Btisincss /\ssoci11te wi~hes to sell his or he1 DuhLi Network busines8, the following criteria must be met:
Protection of the existing line ofsponsotsl1ip must ah.vays be rnaintaineci so that
the DubLi Network busi11ess continues to be operated in that line ofspDnsor.,hip.
"
The: buyer or transferee must become a qualifieC DubLi t'<ctwork ffosin(;s~ /\s~ociate. Jfthe buyer is r1n f\c1ive DubLi Neiwork !3u~incss Associate, he or she nm~t
first tei111inatc hi~ o~ her DubLi Nch\oork business and wait s:x cal~mhir muntlis
before ac[]Uiring cmy inter::st i:i a difforc11t DubLi Nctwo:k business.
Bd(Jcc thi: stile, lrnnsfer 01 as,ignnent Ci\11 be finalized and approved by DubLi
Network, any debt obligatio:rn th: selling Business Associa1e l:ils ,.vit:-1 D:1bLi
Network must be satisfied.
The selling Busi11c~s Associc1tc must be in good standing and not :r: violrnion c1f
any of(he ter:-ns of't!tc Agree1mc11t in order Lo be cligibk tu 81:ll, tmnsfer or assign
a Dub Li Nctwori< business.
The seller must subm:t a Business Sni~s Trn11sfor Fotrn along with a $80.00
(60.00) transfer foe.
Tht: selling Business Associ<tle must notif)-' Duhl.i Nctwork's Cornp.iance Ol!pc1.rtmen! nCbs or hcr mlcnt to sell the [}ubLi Ndw:)rk busl11i;,~\.
3.2t - Separation ofa DubLi Nchrnrk Business

DubLi Network B:1sincss Associates 8ometimcs operate their Di:bLi Network busi!iesses as husband-wife partiwrHhips, regular partnerships, l.LCs, s'.orporntions, trmt~, or
other Business E11tltil's, At such time as a rua:-riagc may end in divorce or f\ corporation,
LLC, partrwrship, trust or u1her Dusine~s Entity may dissolvc, arrangements tn\l~t be
made to assure that any separation or division ofthe bu~iness i~ aci;:omplishcd so as not to
adversely aff~ct the inter~sts and im:01rn: ot other :lu8incRses up or down the 11:le llhpon-
sorship.
Durine \:le l'.ivorcc or entity di~3ollltion process, the parties rmist adopt one oftl1e follow:ng methods ofoperat:on:
One of the parties n;ay, with co11~enl of !110 othcr(s), opcr.:ite the DubLi
Ndwork bLrnincss pursuant b mi assignment in writing whereby lhc rc inquishing ~pousc, sharnholdc1s, pt11tncrs or trus.ee)' t1uthorize Dub:.: Nctwcwk to deal directly and solely with tile other spouse or non-rclinyu'.~hir:g
sh,Lrcholdcr, pm1ner or 1uste~.
The pll1'lics l'rny continue to operate the D.1bLi Network Liusinec,s jo:ntly
on a ''business-as~us:1al" basis, whereupon all comcnsation paid by DubLi Network will be ;)aid according to the status qt:o as lt existed prior to
the divorce filing or dissolution proceedings. This is the cicfault piocedun::
15
,cci,:1J:qi,
i fthe parties do nol agree on the format set forth above:.
Under no circumstances will tl1e Down line Orgonin1tion of divorcing sp0t1scs or a

dissolving business ent'tly be divided. Similarly, under no circumstances will DubLi
Network split commission and bonus checks between divorcing spouses or mcmb<:ts of
dissolving entities. DubLi Network will recognize only one Oownline Organization and
will issue only one wmmission check p8r DubLi Network business per commission cy~
c)e, Commission checks shall always be issued to the same individual or entity. ln the
event thal parties to a divorce or dissolution proceeding arc unable tu resolve a dispute
over the disposition of commissions and ownership of the business in a timely fashion as
detennined by the Company, the Business Assodntc Agreement shall be involuntarily
canceled.
If a fonner spouse has completely relinquished alt rights in lhe original DubLi Net~
work business pursuant to a divorce, he or she is thereafter free to enroll under any spon~
sor of his or her choosing without waiting six calendar month~. Ju lhe case of business
en1ity dissolutions, the fom1er partner, ;,hareholder, member, or other entity affiliate who
retains no interest in the business must wait six calendar months from the date of the final
dissolution before re~enrolling as a Business Associate. In either case, the fonner spoL1sc
or business affiliate shall have no rights to any Business Associates in their former organization t)r to any fonner retail customer. Tl:ey must develop the new business in the same
manner as would <lny other new Business Associate.
3.23 - Succession
Upon the dec1th or incapacitation of a Business Associate, his or her business may be
passed to his or her heirs. Appropriate legal documentntion must be submitted to the
Company to ensure the transfer is proper. Accordingly, a Business Associate should consult an attorney to assist him or her in the preparation ofa will or olher testamentary instrument. Wlienever an l)ubLi Network business is transferred by a will or other testa1111:ntary process, the beneficiary acquires the fig/it to collect all bonuses and commissions of the deceased Business Associatc's marketing organizalion provided the following qualifications are mel. The successor(s) must:
Execute a Business Associate Agreement;

Comply with !em1s and prov:sions ofthe Agreement;
Meet all of the qualifications for the deceased Business Associate 's status;
The devisee must provide [J.ibLi Network with fill "address of record" to
which all bonus and commission checks will be sent;
lf the business is bequeathed to joint devisees, they must form a business
entity and acquire a Federal Taxpayer ldentfflcation Nurnber. DubLi
Network will issue all bonus and commission checks and one 1099 to the
business entity,
3.23.1 ~ Transfer Upon Death of a Business Associate

To effect a testamentary transfer of an DubLi Network business, the executor of the
estate must provide the following to DubLi Network: (1) an original Oeath certificate; (2)
"' l"I J<>l,iJ
notarized copy of the will or othcl' instrument establishing lhi: successor's right lo the
DtibLi Ni.:twork business; (3) eertiiic.d letters testamentary or a lettcr of a:::!rninistt'ation
appointing an executor; and (4) written ins.ni:.:tions from the aulhorb:d executor to DubLi Nc1work specifying :o wborn the business and income should be transfuned.
;1
3.23.2 ~ Transfer Upon Incapacitation ofn Business Associate

To transfer a Dubli :\Id work business because 0flncc1pw:ity, the successor must provid~ the lb)lowing to DubLi Network: (l) a not2.l"ized cory ofan app,)i111.nie11t as trustee;
(2) a not:irized copy of the trust document or other ducumentl!tion e~tablishing the trns~
tecs tight to administer the Dubl.i Network b:.isi1,c~s; (3) a complclcci Bu5i:iess A~sociate
Agreement executed by the tl"ustee; and (4) written inst~uctiom :him the lruskc'. advising
on the rrnper dlsposition oftbe business and its income.
3.24 - Telemarketing Tcclmiqnrs

The Fcckiral Trade Ccmrnission aiid l;1e Federn.l Comnrnnicc:lions Co:nmission roach
have lmvs that restrict lekmurkcting rirac'.iccq. Both fodcral ,,gi::ncies (ti~ well as,: number of states) lmvi.: "do not call" rcgulat;ons as pal't ofthdr telemarketing Jaws. Altl10ugh
DubLi Network docs not consider l-:lus!tu;~~ Associates to be "t1ckmarkelern" in the tradit.onal scns0 ol'thc word, these government r-cgulation~ Cruadly define the term "telemarketer" and "telemarketing" so that your inadverten~ action ofc,~lling so:nconc whose tel"
t:phone number i,:; listed on the federal "do not call" registry could eau~c you to violak
the law. Moreover, these r0gulations must not be l.llken li::;}1(Jy, as they car:")' significant
penalties (up to$] 1,000.00 per violation).
Therefo!'e, Business Associates must not engage in tebnarkding in the op~rntioll of
their Dubl.i Network businesses. The term "tckmarket!ni:;" rr1cm1s tl1e :Jlacing ofo:1e or
mmc telephone calls to an individual or entity to induce the purclrnsi.: 0f 11 DubU Nci
work product or service, or to recruit then: for the DL1bLi Network oppo1tunity. co.d
0alls" made to prospective custornes or Busine~s Associates that prnmolc cithe~ Dutil i
Network'~ products or scrviccs or the DubLl Network oppoctunity constitute tclcma1keti11g and arc pi-ohibited. However. a telcp1-1un0 cal:(s) pluccd to a p:ospective custorr11:r or
Business Assocfotc (a ''prospect'') is pcrmisa:bk under the., following situw.ions:
If the Bu~iness Associate has an establi~Led business relationship with the prnspcct. An cstablishcci business rel1t'.ion~'1ip" is a i-elolionsl~ip between a Business
A~wciale a:id a pro~pcct based 011 th: pr:'.lspect's purch8se, 1cntal, o: !e['.se of
goods or scrvkes from the Business Associate, or a 'financial transaction hetwe011
tile prospect and the Business Associate, within the eighteen (18) months imm0di
ntely preceding ~he date ofa lclcphmrn call :o induce 1hc r;rcspcct's purcl1asc of 11
product or service,
Tl1e pro~pcct's personal inqu1r,Y or application :-eg,m!iJ~g a product or service of~

lered oy the Business Associ:ite, wit:1in the three (3) months immediutely p1eccding the date ofsueh fl. cf\11.
lf the Business Associate recciv:;;s vait1c.:r1 and signed pe1111issior, from tlw pro-
17
spcct nLithorizing tl1c Business Associate
t0
crrll. The authori:1111.ion 1r,ust specif}'
the telephone number(s) which he Business i\ssoeictle is authorized to c.:all.
You may call family rnember~, personal friends, a:1d acquaintances. An "acquaintance" is someone with whoti: yoc have at least a recent first~hand relationship within the prcccdi1:g t)m;i) months. Bcai in mind, however, that ifyoL: engage ill "card collecting" with CWl)'011c yot1 r:~cc:t and s.1bsequently calli11g them,
t.he FTC may consider thi~ a fonn oftekma::-kdng tlrnt is not subject to this exc.'.nption. Thu~, if you engage in calling "ncquain1imccs," you mmt make such
calls on nn occasional ln:si~ only and not make this 11 routine practice.
In addition, D1siness Associates shall nm use automatic telep:mnc dialing systems

relative lo the operntion of their DubLi Network businesses. The, term "aut,J1:iatk:
t~lerhon(" Jialing system" mca11s equipment whid1 has the c,:pacity to: (a) store 01
produce telep'10:1c numbers '.o be called, Lsi11g a 1andom or sequcnti,11 number
generator; and (b) to dial such number-~.
Sl<:CTION 4 - RESPONSIBILJTIF:8 OF BUSINESS ASSOCIATES

4.1 - Change of Add rt;:.~~, Tdcphonc, :rnd EMail Adtfresscs
To ensure timely delivery ofprcclur:s, ~upport matcriais, und co11;mission check.~, it is
critically imp::llimll :hat the Dl1bl,i l\ttvv\Wk\ fl:c~ arc cur~cnt. Businc:ss 1\ssociates
~.anning to change their c-ma'.1 addn::ss
01
move must update their new co::tact infor-
mation in thci; DA Back Office.

4.2 - Continuing Development Oblig11fions
4.2.1 - Ongoing 'I'raining
Any Business Associa'..c who sponsors ar.othcr Business Associate into DubLi Net\Vork rnust perform a bona fide assistance and training IL111ction to ensure tbat h:S or her
Mrn'kcting Organization i~ properly opemti:,e; hi~ or her lJllbLi Network bllsiness. Business Associates must have o:1goi11g contact and coi:1munic21tion with th~ Business Associates in their Marketing Organ :zations. l:xample~ of sueh contact and cornmunication
nwy include, bet arc not '.imitcd to: newsletters. written co1Tcspondence, personal meetings, telephone contact, voice inail, electr:wic mail, and 11ceompanyi11g Mar1,cting Organization r.,embers to DubLi Network meetings, lrainine se~sions, and other fu11ctiom.
Suppo1t Team Husincss Associates an,; nlst, responsible to motivak and lrnin new Business /\s~ociatcs in Dubi,i Network pruducl knowlcdgc, effective ~,1Jes 1r.L:hniques, the
D11hLi Network Marketing und Cornpensntio:1 Pltin, and comrliance with Compmty Policies and Procedures. Comnnmicution with a11d the trai:1ing of Vlr!rkeline Orgnnirntirm
members must not, however, violate Sectio:i 3.2 (1egarding the development of Husiness
Associate-produced sale5 to0!s).
13usiness Associutcs ~hould monitor the Bu::iliesa i\ssocialcs in thei; Murkcting Organiiations to guard against Bu~iness Associates making iinpropc: product ur business
claim8, or 0ngLlging ir. any illegal or inuppropriate conduct.
18
,.,., ;,..i <:,i-12
4.2.2 - lncrc11scd Training Responsibilities

J\s Business J\Hsociates progress thr0L,gh the varioc1s levels of leadership, tlu:y \~ill
become more experienced ii: sales tccl111k11H.:s, proc'.uct knowledge, and undct'standing of
ti1c DubLi Natwork program, They will be culled upon to shm; this knowledge with
lesac: experienced ffosincss Assoc:ates wit:1in thefr o:gani;;ation.
4.2.3 - Ongoin~ Sales Responsibilities
Regardless of their levc:I of achievement, Buoinc~s Assodalcs have rm ongoing obliga:ion to continue to person.ally prnr:1otc sales through the gencn;tion of new custumcr::;
m1ci throug~1 servicing thei1 existing custo:ncrs.
4.3 - Nomlisparagemcnt
DubLi Network wants 10 providtc ita indt::ptmdent Busit'.ess Associc1tcs with the hesl
procbcts, compensation plcm. and sr:rvit:c.: in the industry. 1-\ccording)', we value your
<.:011structivc criticisms anci comments. i\11 such commer:ts sl:ould be submitted in Wl'iling to the Bu~i11ess Associate Suppcrl Dcpar::1,ent. Remember, tc best serve you, we
rnust hear frDm you! Wl~ilc DubLi Ne(work wtclcomcs con.~tructive input negative
comments and remarks mmkc in 1hc field by Bt1slness i\ssocialcs about the Company, its
prodt:cts, or compensation plm1 se:ve no purpose other than to soi;r the en::1usiusm o!'
, 1 thcr Dt:bLi Network Husiness Associates.
For this rcw;on, and to set the proper example
for th:!ir downline, Bu~iness Associates must not disparage, deme.ir;, or nrnke ncgmivc
:ernarks about DubLi Network, other Dub:j Nctwurk I3u~ine~s /\ssodates, DubLi Netwo1k's products, the Marketing and Compensation plan, er DubLi '\ctwork's directors,
o!'flccrs, or employees.
4,4 - He porting Policy Violations
Business A~sociak~ observing a Poli::y violation by arwther Husiness 1\~~ociale
sho'.lld submit a writter: report oftl1c violation ciirectiy to 1he attent!on oft:1e DubLi Ncl-wnrk Comp liam:c Dcpartmen1. Detai fo of he inci dcm:s such a~ datc.s, nurr.ber of oci;:\H
rn11ces, pel'so11s involved, and any suppcrling docurne11tatio:1 should be inell.1,kd in the
1cport.
SECTION :'i - SALES HEQUlREMENTS
SJ - Product Sales
The DubLi Netwol'k Ma1h:ting and Compcmution Plan is based on the sale ofl)ubLi
Netwo:k.com products ,nci services to end com:umers. Therefore,<"- Business Associates
must have at least three Active Retail Cmtnmers each year. A~ a Business Asso\:ialc
climbs to a higher 1ar1k, his or her minimum At.:tive Retai! Custome1 requ\1'e1r1ent s!rnll
also increase.
5.2 - Nu Territory Restrictions

There an:: 110 exclusive :etritmies grar.ted to anyo110. No franchise fees arc required.
'"
,cll,1'<"1/
SECTION 6 - BONUSES AND CO~'IMISSIONS

6.l - Bonus and Commission Qm11ificntio11s
A Bu;drn,.~_q /1.,sociale nrnst b~ m.:'.ive a:1d in cornplia11cc with tl:c Agreement t1 qualif'y for bonuses und eornrnissior:s. :"'lo long as 11 Bu~iness Associate comp:iL'S with the
tenn:; or1t1~ !\gre:'.!me;1t, DubLi Network slrnll pay commissions to sucl Business Associate in accord:mce with t!1c Marketing and Cornpensa1ion plnn, The minimum amount for
which DubLi Network will issue a commiosion payment is SJ'.i.00. 17'a Ut1siness /\sso2.ia:e~ bonuses and cornmissicns do nor equal or cxcc1xl $35.00, lhe Company will accrue
tho commissions and bonuses until they total $35.00, and payment will be issuer! once
$35.00 has bccn accnied.
6.2 - Adjustment lo Bonuses and Commission~
Business Associates receive bcnu~cs imJ c\lmmissim1s based on t:-1e actual sa!cs of
prnducts anC serv!ccs 1.o e1d cornumcrs. \V:1en products are returned to Duhl .i Ne1work
fo1 a refund 01 are repurchased by the Company, dhcr of the foLowing may occur at the
Compan;r"s discretion: (1) the bonuses and commissions attributable to the 1ctJ1:1cd or
n:pmchascd product(s) will be deducted, in the month in \',hkh the refond is i:;iven, nnd
continuing every pay period thcrca:1.cr from the Su;,port Team Busine.~.~ /\~sociatcs who
received the comrnissiuo or bur.us until it is recovered; or (2) the Business Associi:11,~s
,vhu earned commissions bnse::l on the sale or 1hc rctumcd products will haw the couesponding ;mint~ deducted from tl1elr Group Vo!umG in thG next month and all subsequent
months until il is comp:etely recovered.
(d - R1cports
All infornrn1ion provided by Dub Li Network in oniine or telephonic sf-lies lemmictivity rcpo1t~, including but not limited lo personal r.:1d Organization Su:cs Volt1mc (or any
rmr! thereof), and Sales Organization sponsoring activity is believed to be accurn1.c and
reliable. Neve1thcless, due to var:ous factors including but not limited to the inhcn:nl
poc.diility of human, soil ware, and mechanical error: the accumey, cumplctc:ncss, and
timeliness of orders; denial of credit curd mid electronic check payments; relll med products: credit card and clci:trunk: check charge-backs: the i11fo1mntion i~ 1tot gumanli:eJ by
DubL: Network 0r any persons creating or trJnsrr:1tti11g :he infoi-mutioti.
A.LL PERSONAL AND ORCiANJ;(!\l!O\: SALES VOLUME r:,JTORMi\TI01\ 1S
l'ROV!DED "AS lS" WlTHOUT WARRANTIES, EXPRESS CH IMPLJEIJ, OR IZE!'RESE7\TATJOJ\'S Ol.- ANY KlND WI-IATSOFVER. IN PJ\l<TJCUL/\R BUI WITHOUT fJMlTAT!ON THERE SHALL BS NO \VARi-ti\NTJES (W Vll:.RC!lAN.I ABJLITY, FITNESS PORA Pi\RTJCULAR USE, OR NON -JNFRINGEMENT,
TO THE FULLEST EXTEN'f' l,hRMlSS!DLE UNDER APPUCABLF LAV\',
OUBLl /\ND/OR OTHER PERS07\S CREATL\..JG OR TRA1\SM!TTJNG THE JN-
FO){MATJON WILL ll\ NO EVENT TIE LIABLF TO ANY 13lJS!;"1ESS ASSOCIATE

OR ANYONE ELSE FOR ANY DIRECT, lNDJRFCT, CONSEQUEJ'<TIAL, !NCI-DENTAL, SPr::CJAJ, OR PUNITIVE DAivlAGES THi\l /\RlSE OUT OF THE USE OF
"' I: I WI ;
OR ACCl.<SS TO PERSONAL AN!J10R ORGJ\NlZAlJON SALES VOLUME INFORMATJON (l"NCLUDINO BU'f NOT LIMIT!"'.[) TO LOST PROFITS. no\JUSES,
OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES "!'HAT MAY RESULT FROM INACCURACY, JNCOMl 1 LETENFSS, lNCONVLl\lENCE, Dl:::~AY,
OR LOSS (W Tl IE USE OF THE INFORMATION), EVEN IF DUBLf OR OT! !ER
PERSO~S CREATlNG OR TRANSMITTI~U THE 1\lFORMATJON SHALL llAVE
BEEN ADVJSLD or THI: POSSIDJL!TY Of SLCJ I DAMAGES, TO TIU: FULLEST
EXTENT PERMITTED BY LAW, DUBLJ OR OTl!ER PERSONS CREATING OR
TRANSMITTING TI-lb JNFORMATiOJ\ SHALL HAVE >JO RESPONSJ31LITY OR
LiAB!UTY ['O YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEG~
LIGENCE, STl{ICT LIABILITY, PRODUCTS LIABILITY OR OTHER Tl-IFORY

WlTH RESPECT TO Al\'Y SUBJECT :vlATTER OF THJS AGREEMENT OR TERMS
AND CONDITIONS RELATED THERETO.
Access to and use of DubL Network's online and tckphone rnpc11ing se1vices and
your lTliance upon ~\lch inforrnatiun i8 at your own risk. A!I such infornmtion is provided to you ''as is" If you arc dissntbfitd with the Qccura.cy or qcc1lity of the information,
your sole ,md exclusive remedy is to disccntinu~ use of a:1d access to DubL.i Nctwo:-k's
on line and telephone rep01ting service~ cmd your rc!iancc upon the ir1fonnatiu11.
SECTION 7 - I'ROlHlCT GlJARAJ\TEI<~S 1 lU:TUR,!';S AM) INV~~NTORV REPlJRCf-fASt,:
7.1 - Returns by Retail Customer.~

I\ retail customer wilo make~ a purchase 0f$2.'i .OU or more via ii r.1ce to foce m:::cting
~vit.h n Businc~s A~sucialc has th1c0 bu~incss cfays (72 hn1rs, excluding Sundays and legal
holidays) aJtcr the sale or exccu'.ion of a contracl lo caned the order and receive c: ful!
refund consistent with the cancellation notice on the 1eceipt (five days for Alaslrn rnsidcnts). Similar:y. a ne\v Business Associutc lrns thrnc business days (5 days for Alflska
residents) to cancel his or her Bw;l1ws~ Pm:bge and/oc rroduc1. purclrn~e and receive a
f'ull refund. Busi11css As~ociatcs must or2.lly infol'm rnstorne"s and new Bu.sines~ J\~,ociatcs of theiJ" right to 1escind a puchase or an order within 72 hours () days for J\laska
resident~).
7 ,2 - Montana Resident~
i\. Montana resident may cancel his or her Busi11css Associate Agrccmclll within I .'i
days :rom t.hc date ofenroll1m:nt, and may return all materials pu1d1asc::I from the Com-
pany l'or a full refund withh such time period.
SEC'flON 8 - l>lSPliTE RESOLL1TION AND D1SCIPLl~ARY PHOCElOHNGS

8,1 - Disciplinary Sanctions
Violalion of!l1c Agrccrnent, the~e Policies and l'1ocedl\l"es, violation ofnny cor11mo:1 Jaw duty, includi;1g but not limited to any wplicnblc duty of loyalty. any illegal,
fraudulent. decc:ptivc or u11c1hical llllsir:ess conduct. 01 ctny act or ornission by a 13Jsi11ess
As~uciatc tha(, in the ~ole disc:retion of the Compr-my may damage it'~ reputation or
21
,c,!<>IJ:,"l
goodwi!; (such damaging act or omission 11ecd not be related to the Business Associate's
Dub Li N~twork business), may rest:I(, at DubLi Network's discretion, in or.e or mol'C of
the following conective measures:
Issuance of a written warnir:g or 2dmonition;
"
Rcquiri:-lg the Business Assoclilte to take immediate COITective measures;
Imposition of t1 line, which may be withhc!d from bonus and com:nission

checks;
Loss of rights to one 01 more bom1s and commission checks;
" DubLi Network may withhold from a Business Asscciate all or pait of the
Business Associ:ite's bonuses and comir,issions du!'ing the period that
DubLi Network is investigating any conduct allegedly violative of the
Agreement. lfa Business Associatc's business is canceled for disdpliMry
reasons, thr;: Business Associate will not be entitled to recover any commissions withheld during the investigation period;
" Suspeusion of the individual's Bu::;incss Associate Agreement for one or
more pay periods;
" lnvoluntm'y' te11nination of the offender's Business Associate Agrcer:rent;
" Suspension and/or tennination of the o!'IC:lding Business Asso~iate':.
DubLi and/m DubLi Network website or website access;
" Any other measure expressly allowed within any provision of the Agreement or which DubLi Ne!\vork deems prncticab!e to implenient and appropriate to equitably resolve: injurke:s caused p11nially or exclllsively by
the Business Associate's policy vioC<1tion or contractual breach;
In situations deemed appropriate by DubLi Network, the Company r.1ay
institute legal procel.)dings for monetary andlor equitable relief.
8.2 - Gricvnccs and Complaints
When a Business Associate htlli a grievance o~ complaint with another Business Associ<1~c regarding any prnctice or condlJC\ in relationship lo thei: respective DubLi Network businesses, the complaining Business Associate shocdd first report tbe pl'Oblem to
his or her Sponsor who should review the nmttcl' and try to resolve it with the other party's Support Team sponsor. lf1.he mutter involves interpretation or vii:ilation o:'Compm1y
policy, it mus\ ~c reported in writing to th~ Bu~iness Associate Services D0part!ncnt at
the Company. The BusineS$ A.ssocia~e Services Department will review the facts and
altempt to resolve it.
8.3 - Mediation
Prior to institu:lng 1m arbitration, the parties shall meet in good faith and atternpt to
resolve m;y dispute arising from or relaiing '.o the Agreement through nonbinding 111edi1:1lion. One individual who is mutually ac,.:eplable to the partie,; shall be appointed as mediator. The mediator's fees and costs, as well as the costs of holding cmd conducting tl1c
mediation, shall he divided equally between t!'.e parties. Each party shall pey its port:on
of the anticipated shared !tes a1:d co~ts at least IO days in c1dv1:1nce of the mediation.
Each pa11y shall pay its own attorney~ foes, costs, and individual expenses associated
with conducting and attending the mediation. Mediation s!lai: be held tn the City of Boca
22
'"1:,;.1rw,1
R11to11, Floridfl. :md .q]1all lnst no more tllnn one husi11css day.
8.4 - Arbilrnlion
If mediation is unsuccessful, any couirovcrsy or claim arising out of 01 reluting to
the Agreement, Or the br(mCh !hereof, sh11ll be scH!cd exclusively by arbitraJion aclminlslcrctl by the American Arbitration As~ociution untl judgment on the award
rendered hy the arhitrator may he entered in any court having jurisdiction thereof.
Rusine.:;s J\ssocintcs waive ::111 rights to trial by jury or to any court. !'here !;hull be one
arbitrator, cm attorney at law, who shall !lave expertise in bt:siness law transa.::tions with a
str::ing preference bdng former fhkral judge selected from the pt>.nel v,-ldch the American
Arbitrntion Panel pmvide~. Each patiy to :he arbitration shall be responsible fol' it~ own
costs ai1C expenses ofarbitrntion, including legal and filing fees. The lJ.S. Federal Rulto8
ofEvidcnn: shall stl'ictly apply, and the ptrtics will hnvc 1111 discovery rights c011tal!lcc'. in
t:1e l.S. Federnl l{u]es of Civil Procedure. The decision of the arbitrutor shall be flna:
rm,1 bindi11g on th.: panics 1:nd nrny, ifrn.:cc:isilry, bc rcducl:d to ajt.cigrncnt i:i irny court
of competent jurisdiction, This iigreem:;nt to a1bitrntion slrnll sc1rvive uny the tcrm:nation
or expiration of the ;\grcClllCl\t. All nrbitratim: proceedings shall be held in ll1e City of
Boca Raton, Florida.
No:witlrntanding the lbregoing, uo1J-.ing in thc~0 Policies and Procedures shall prevem
Di1bLi Network from applying to and obtaining from any ::;oUJ1 having jurisdiction a writ
of attcicbment, a temporary injunction, preliminl11'Y injunction, pen-r.anent injunction or
ut:1c1 re!kf availab.e to safcgt1ard e.nd ;irotcct Dt1bLi Nctwcirk's intcrGst prior to, during
01 following tlw Jiling of any arbitration or other pt"occcding ell' pending ihe rendition ofa
decision or award in connection with any rbitratio:i 01 other rrnceeding.
8.5 - Governing Law, Jurisdiction and Venue

Jurlsdktion and venue oi'any matter net subject to arbitration shall 1eske exclusively
ln tl1e federal and state comts residing ir. Palm Beach Cotmty, Florida. The law of Delaware shall govern all ma1kr~ relating tc 01 ,,rising from the Agreement. Notwitl1standing
:he forcgoltig, and tl1e arbitration provision in Scc:tbn 8.tl, 1esidcnts ot':he St,r.c ofl.oui~
siana shall be entitled to bring an <1ction agrdnst Dub Li 'J\etwork in their home forum and
;.:i11rsL.anl lo Louisiana !aw.
SECTION 9- NON~RENEWAL, RECLASSIFICATJON, AND CANCF'.LLATION
9.1 - Effect ufCanccll:itiun

So long as a Business Associmc remains active and com;,J:es with the terms of the
Bvsiness Associate Agreement and these Policies mid Procedi.ires, 0.1bLi \letwork shall
pay commissions to sL:ch Business Associate in accorCance with the Marketing and
Compensation Pla:1. /\ Bmincss Associatc's bonuses and commissions cons'..itute thlc enu
tire cunsidcration for !ht! Business Associatc's cffo11s in gcnemtins sales and all aclivities
related to generating ~ales (inclding buiking a Marketing Organi:rnliun). Following ,1.
Business Associale's norHcnc,val of his or her Business Associat~ !\grecrnc11t, voluntary
or involuuta1y canccllatbn of his or her Bu8incss Associate Agrct:rncnt (ull of thcsl.!
rm:Uwds arc collcvlivdy n~:'cJTcd 1u ns '\:anvclktio11"), Ilic fon11er Bllsincss Assoc:ate
:n
sholl hnvt: no right, titlt:, clili111 er interns! to the r:1nl'keting ol'ganization which !1e or shr
operated, OJ' any comn:isdon or bonus frcrn the sales genercl:ed by Lhe orgm1irntiur A
Business Associate whose business is c.ince!led will lose all rights as a Business Associate, This includes the right to sell lJuOLi Network products 1md services and the
right to recl\ivc future commissions, bonuses, or other income resulting from rhe
sales :rnd other activities of the Business Associate's former sales team. Ju the event
of cancellation, Business Associates agrel' to waive illl rights they may have, including but 1wt limited to property rights, to their former Marketing Organi.i:atio11 and
to any bonuses, commissions or other ienrnnerntion derived from the sules am! ufh
er activities of his
tff
her former Marketing Organization.
Follo.ving ri Business /\ssociate"3 cm1cellmion of his or her Business Associate

Agreement, the former BllSiJ;css As~ociatc shall not hold himself or l1crsc!Tout as a DubLi Network Business Associate and shall :101 have the right to sell DubLi Netw0rk products or services.
9,2 - lnvolm1ta1y Cancellation
i\ 13 usi11css Ass0c'.atc' s violation of any cif ;he terms of the Ai;~ccrncnt, including any
Lllrnondmcnts tl1at may be made by DubLi "\!etwor-.< in its sulc discn::(ion, may rcsul'. in nny
of the snnctions listed in Section 8. I, including th(: irvoluntciry cancellation of his
01
her
Busine~s !\s,;ocia:,.: Agreci:1cm. Cancellation shall be dTectivi: on the date on which

v,,Tittcr: notice is emailed, mailed, faxed, or delivered to an express courier, to tl1c Bw:i1iess /\ssoc!lltc's last know:; principlll aCclre8s, email aclc:ress (or fhx number), or (o
his/her attorney, or when the Busi:wss Associate rnceives act1ia: notke of cance]lalior,
whichcvc1 occur~ firsl.
9.3 - Volunhll'y Cancellation
A participant in thh. network rnark:;ting plfl11 has a right to cancel at any time, regard~
less of reason. Cancellation must be submitted via email to the 8usiness t\.'lsociate Support J)(.1partrncn, using tho onlint contc1ct form al www.dublini.:t,vork.com following the
link ''FAQ and Contact"' at the bottom oft:1e welrnrne page. The writte1; notice rr.~1st i11cL:dc the 8t1Siness Associace's name, address, and Business Associate 1.0. Nu:nbcr.
9.4 - Nuu-n'newal
A Business Associate may al,;o voluntarily caned his or her Busiuess ;\,;~ocic;le
Agreerne1.t by foiling to pay the license foe aci.:u:-<!i11g to Sc:dion 2.3.
.er71>1,\IIM
SECTION 10- DEFINITIONS

Active Retail Customer --- An individual or entity that has purchased DubLi NetWOl'k.com products within the preceding 12 calendar months, bu1 who is nol also nn :nclependent DubLi Network Bt1slness Asscociate.
Active Independent Business Associate--- A !-h1siness Associate who has enrolled within
the preceding l 2 calendar months, or who has received a commission during the preceding 12 calendar months or who is continwusly paying the monthly :kense fee ..
Agl'eement - The contract between the Ccmpc1ny mid each Business Associate includes
the f,usiness Associate Application and Agreement, the DubU Network Policies and
Procedures, the DubLi NetWork Marketing and Compensation Plari, mid the Business Entity Form (where appropriate), al! :n their current form and as amended by DubLi Network in its sole discretion. These docuJT.cnts arc collectively referred to as the "Agreement."
Cancel -- The tennination of a Business Associate';; business. Cancellation may be either voluntaiy, lnvoluntaiy, throtigh no1Henewat.
Ge11ea!ogy Report - A monthly repo1t generated by DubLi Networi< that pt'ovidcs critical data relating to the identities of Business Associates, sales information, and enroltmcnl activity of each Business Assodate's Marketi11g Oaganizatio:1. This report contains
con!idrntial and :rade secret information which is proprietary to DubLt Networ'k.
Markeling Organization- Ali ol'the Sales Team~ beneath
11
Husiness Associate
Orgm1irnliona[ VolL:rm.: -- The cornmissionable value of DubLi Network pmduct.~ or

services sold by a Business Associatc's Murketing Organization. Orga11b:1tiunal Volume
d(Je~ no\ inc!mic the Personal Sales Volume of:he subject Bu~!ness Associati.:.
lmrnediate 1-louscho!d the s,~:ne house.
Heads of household a:1el dependent family members residing in
Official DubLi Network Material -The D'JbLi Network website and all literature, audb
or video tapes, and other materh,ls developed, printed, published and distributed by DubLi Network to Business Associates.
Personal Production--- Moving DubLi Network prodticts or services to an end consumer
for pe:sonal use.
Recruit - For purposes ofDubLi Network's Conflict of Interest Policy (Section 3.7),
the term ''Recruit" means the actm.J or aJcmptcd spons.:irship, solicitation, enrollment,
encourngement, or effort to influence in any other way, either directly, indirectly, or
through a third plirty, another DubLi Network Bu~iness Associutc or Customer to enroll
25
or participate in another multilevel nHLrkcting, netwo1K markeLing or direct salts op;m!'tu1ity.
Rc1dl Customer - An individual or entity that purclrnse~ Dub Li Network.com prodm:ts or

services. but 'who is not a n11sincss ,'\ssociale.
Sales Team- Each front-line Business Aosoi.:iatc v\"l1om an BA spon~ors, a:cd their respective Snles Organizati011s, constitute a Sales Tcarn for the ~ponsori11g HA.
Sponsor-- A Husiness Associate who enrolls anotlicl' B,1siness J\s~ociats into tile Company will Ce listed as the Sponsor. The .act ofc11rollit1g others a11d training them to become Business Associates is called "spousoting."
Suppor1 Team --. Thi~ term rnf"crs lo the Business Associat\C 01 Business Associates
aliovc a partiC1.ila1 Business Associak i.1 n sponsorship line u;1 to the Company. Cor1vcr3ely stated, !1 is the line of~ponso:s '.hat Jinks any pi111icular Husiness Associate to fie
Company.
26
Exhibit 7
Case: 5:11-cv-00127-JBC Doc #: 56 Filed: 09/24/12 Page: 1 of 5 - Page ID#: 914

EASTERN DISTRICT OF KENTUCKY
CENTRAL DIVISION
LEXINGTON
CIVIL ACTION NO. 11-127-JBC
REBECCA WALLACE, et al.,
V.
PLAINTIFFS,
MEMORANDUM OPINION & ORDER
FORTUNE HI-TECH MARKETING, INC., et al.,
DEFENDANTS.
***********
This matter is before the court upon the defendants motion to compel
arbitration and to dismiss or stay all proceedings, R.44. For the following reasons,
the court will deny the motion.
The plaintiffs are past independent representatives (IRs) of Fortune Hi-Tech
Marketing, Inc. (FHTM), who filed suit against the defendants for allegedly
operating an illegal pyramid scheme in violation of California state and federal laws.
The plaintiffs assert claims of RICO and California Business and Professions Code
violations and seek a judgment declaring FHTMs arbitration and forum selection
provisions unconscionable and unenforceable. The defendants include FHTM,
FHTM officers, and other individuals. Together they move to compel arbitration,
arguing that this action should be submitted to arbitration because the plaintiffs
claims are covered by a valid arbitration agreement.
The defendants point to two documents, the application and agreement and
the FHTM policies and procedures, which they claim contain arbitration provisions
1
to which the plaintiffs assented and by which they are bound. The plaintiffs
disagree, stating that they are not bound to arbitrate with FHTM because the
parties never agreed to arbitrate, the FHTM agents had no authority to bind the
plaintiffs to an arbitration policy, and the arbitration provision is illusory. Finding
that the alleged agreement to arbitrate is illusory, the court will deny the motion to
compel arbitration.
The Federal Arbitration Act (FAA) provides that an agreement in writing
to submit to arbitration an existing controversy arising out of . . . a contract
evidencing a transaction involving commerce . . . shall be valid, irrevocable, and
enforceable, save upon such grounds as exist at law or in equity for the revocation
of any contract. 9 U.S.C. 2. In deciding whether to compel parties to arbitrate
under the FAA, the court must make four determinations:
first, it must determine whether the parties agreed to arbitrate; second,
it must determine the scope of that agreement; third, if the federal
statutory claims are asserted, it must consider whether Congress
intended those claims to be nonarbitrable; and fourth, if the court
concludes that some, but not all, of the claims in the action are subject
to arbitration, it must determine whether to stay the remainder of the
proceedings pending arbitration.
Stout v. J.D. Byrider, 228 F.3d 709, 714 (6th Cir. 2000).
Kentucky contract law governs in determining whether the arbitration clause
itself was validly obtained, Doctors Assocs. v. Casarotto, 517 U.S. 681, 686-87;
see also Inland Bulk Transfer Co. v. Cummins Engine Co., 332 F.3d 1007, 1014
(6th Cir. 2003), but in making determinations on the scope of arbitrable issues,
any doubts regarding arbitrability should be resolved in favor of arbitration. Moses
2
H. Cone Meml Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24-25 (1983).
The parties did not agree to arbitrate because there was no exchange of
consideration. Every contract requires mutual assent and consideration. Cuppy v.
General Accident Fire & Life Assurance Corp., 378 S.W.2d 629, 632 (Ky. 1964).
A promise may act as consideration for an agreement as long as the promisor
receives in exchange for that promise some act or forbearance, or the promise
thereof. Floss v. Ryans Family Steak Houses, Inc., 211 F.3d 306 (6th Cir. 2000).
Here, the alleged agreement to arbitrate consisted of promises by both parties to
arbitrate. See R.1-1, p. 50. But FHTMs promise to arbitrate is illusory because of
a provision in the FHTM policies and procedures (which are incorporated into the
application and agreement, R.1-1, p.29) that authorizes FHTM to unilaterally amend
all of its obligations under the Agreement meaning, collectively, the FHTM
application and agreement, the FHTM trainer/coach agreement, the policies and
procedures, and the marketing and compensation plan. R.1-1, p.29.
The amendment provision renders illusory the alleged agreement to arbitrate
because FHTM has in actuality no fixed obligation[] to perform. David Roths
Sons, Inc. v. Wright & Taylor, Inc., 343 S.W. 2d 389, 391 (Ky. App. Ct. 1961).
[A]t any time, in its sole and absolute discretion, FHTM may amend the
Agreement, including the arbitration provisions within the Agreement. R.1-1, P.29.
This is so even though FHTM must post notice to IRs of any amendment to the
Agreement. A notice provision can constitute consideration for an otherwise
illusory contract by limiting a partys ability to unilaterally amend or terminate an
3
agreement. See Morrison v. Circuit City Stores, 317 F.3d 646, 667 (6th Cir.
2003) (upholding an arbitration agreement because an employer had the authority
to alter or terminate an agreement at the end of each year only upon giving thirty
days notice [of the amendment or termination] to its employees.); see also
Seawright v. Am. Gen. Fin., Inc., 507 F.3d 967 (6th Cir. 2008)(upholding an
arbitration agreement containing a ninety-day notice provision). The FHTM notice
provision, however, does not provide for advance notice. Amendments are
effective upon notice to IRs that the Agreement has been modified, which is
accomplished by publishing the amendment in official FHTM materials, including
posting it on the FHTM website, e-mailing it to IRs, broadcasting it over voice mail,
or including it in FHTM periodicals. Notice is deemed received by the IR upon
posting. R.1-1, p.29.
Because this notice provision requires no wait period between the time notice
is published and when an amendment takes effect, it does not limit FHTMs
unfettered discretion. Floss v. Ryans Family Steak Houses, Inc., 211 F.3d 306,
315 (6th Cir. 2000). FHTM could inform an [IR] of its decision to radically alter
the terms of an arbitration agreement immediately after both parties had bound
themselves to the agreement and the [IR] would be left without any of the
protections for which he had bargained. Stanich v. Hissong Group, Inc., 2010 U.S.
Dist. LEXIS 98709, *19 (S.D. Ohio 2010). There is no promise to maintain the
arbitration agreement for a specified period of time, and, therefore, not enough of
a limitation on FHTMs ability to terminate or amend the arbitration agreement to
4
constitute consideration. Morrison, 317 F.3d at 667 (6th Cir. 2003).

Even a survival clause in the arbitration provision does not prevent the
arbitration agreement from being illusory. The agreement to arbitrate shall survive
any termination or expiration of the Agreement, but FHTM can remove or alter the
arbitration provisions in the Agreement, including the survival clause, while the
underlying contracts remain in effect. R.1-1, p.50. [FHTMs] promise to perform
is illusory in the sense that [it] has made no legally enforceable commitment, and
justice demands the other party should not be bound. David Roths Sons, Inc.,
343 S.W. 2d at 391 (Ky. App. Ct. 1961). Because this promise to arbitrate is
illusory, there is indeed no sufficient consideration, and therefore no contract. Id.
(internal citations omitted). Accordingly,
IT IS ORDERED that the defendants motion to compel arbitration and to
dismiss or stay all proceedings, R.44, is DENIED.
IT IS FURTHER ORDERED that the parties shall file a Rule 26(f) joint written
report with proposed deadlines no later than 30 days from the date of entry of this
order.
Signed on September 24, 2012
Exhibit 8
From:
To:
Subject:
Date:
Geoff Spreter
Re: Talk Fusion doing huge damaged in Indonesia - request for cooperation
Tuesday, September 27, 2016 8:21:27 AM
Geoff,
Just to attract your attention on 2 links that could illustrate your case.
Check this video that demonstrates how TF and Bob Reina focus exclusively on duplication
and not on their product itself.
And article about Indonesian success:
Again good luck and lookign forward to hear from you soon.
---------- Forwarded message ---------From:

Date: 27 September 2016 at 16:29
Subject: Re: Talk Fusion doing huge damaged in Indonesia - request for cooperation
Hi Geoff,
Yes please feel free to proceed, I am glad to provide you with additional information if
needed.
Looking forward for your updates and all the best with your opposition,
Benjamin
On 27 September 2016 at 01:33, Geoff Spreter <Geoff@spreterlaw.com> wrote:
Hi Ben:
Thank you for your email. I am preparing an opposition to Talk Fusions motion to compel
arbitration and take our case out of the court system. Could I redact the self-identifying
information in your below email and attach it as an exhibit? It is pretty powerful.
Our opposition is due tomorrow. After tomorrow, I will write you a separate email about
addressing Talk Fusion in Indonesia.

Thank you for your concern.
Geoff
Geoff J. Spreter
Spreter Law Firm, APC
601 3rd Street
Coronado, CA 92118
Phone: 619-865-7986
Fax: 619-956-3932
www.spreterlaw.com
DISCLOSURE AND CONFIDENTIALITY - Thismessage is intendedonly for the individual(s) and/or

entity(ies) to whom it is addressed. It may contain privileged and confidential information, and
may constitute a privileged and confidential attorney-client communication. Pursuant to California
Evidence Code Section 952 and California Code of Civil Procedure Section 2018.010 et seq, as
applicable, this information may not be disclosed, or otherwise distributed. If you are not the
intended recipient, please do not disseminate, distribute or copy this message. Please also notify
the author immediately by reply email and then delete the original message. If you are not a
present client with a signed written retainer agreement, this communication does not create,
establish or constitute an attorney-client relationship, nor will the information discussed be kept
confidential. Any information provided herein by us does not constitute attorney advice. Thank
you for your understanding and cooperation.
From:
:
Sent: Monday, September 26, 2016 8:39 AM
Subject: Talk Fusion doing huge damaged in Indonesia - request for cooperation
Dear Geoffrey,
I have been through your complaint against Talk Fusion, at first, let me thank you for the
great work.
My name is
last 10 years.
, a french citizen, I have been living and working in Indonesia for the
I recently came across talk fusion when an Indonesian worker driver as a driver I know of,
got in serious debt after joining talk fusion with the 1500$ package. (note that in Indonesia,
a driver salary is around 150$).
Interested and after a few research, I realized that Talk Fusion was nothing less than a
pyramid scheme spreading extremely fast in Indonesia. Why such a success in Indonesia?
Well people there focus on community and naturally have big network, generally low level
of education and have a tendency to be particularly gullible. Therefore Indonesia is the
perfect country for MLM/ pyramid scheme.
As a result, it has made amazing progress and is now making more noise than ever. To
illustrate the scale, I also found out that 2 Indonesian citizen in my close circle have already
been approached as well, in 2 different regions. As we speak Ferrari cars with the talk fusion
logo are parading just a few km away from where I live.
https://www.youtube.com/watch?v=LAnjc-nWBFU
https://www.youtube.com/watch?v=73rNe5ivHRU
https://www.youtube.com/watch?v=QLpNdiF-Cgw
I am personally very upset about this massive scale scam that will affect the most fragile and
less educated, however, I believe Indonesia success could be the beginning of TF downfall.
- Indonesia is a nationalist country that can be pretty defensive about foreign involvement in
local affairs, therefore the scandal could be quiet big if the truth about the scam was to be
reveal, especially if they find out that the money of their citizen is being send to US through
a scam
- The speed at which TF has spread and the high level of visibility that they know have
inside the country make them familiar with a lot of people
- The high number of recruits means that a lot of people may get very dissatisfied jn not
being able to get back their investment through new prospect, as the product is simply not
sellable
Would you be interested into helping us building an efficient network to consider launching
pursuit in Indonesia? If yes, would you have any advice, organization or contact to share?

I am not in a position to take any active action against TF in Indonesia right now, and this
not must remain confidential,

Opposition To Talk Fusion&#39;s Motion To Compel Arbitration.

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Opposition To Talk Fusion&#39;s Motion To Compel Arbitration.

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UNITED STATES DISTRICT COURT MIDDLE

Dennis Gray, individually and on behalf of all

Case No.: 8:16-cv-2360-T-35JSS

Talk Fusion, Inc., a Florida Corporation,

PLAINTIFF DENNIS GRAYS AMENDED OPPOSITION TO

THE CONTRACT IS UNCONSIONABLE AND UNENFORCEABLE AS A

2. THE AGREEMENT LACKS MUTUALITY

Associates waive all rights to trial by jury or to any court. (8.3)

All arbitration proceedings shall be held in Hillsborough County, State of Florida.(8.3)

Agreement lacks mutuality.

documents were signed in the Bahamas).

Dated: September 29, 2016

/s/ Geoffrey J. Spreter

I HEREBY CERTIFY that on this 29 of September 2016, I electronically filed the

/s/ Geoffrey J. Spreter

UNITED STATES DISTRICT

Dennis Gray, individually and on behalf of all

Case No.: 8:16-cv-2360-T-35JSS

Talk Fusion, Inc., a Florida Corporation,

PLAINTIFF DENNIS GRAYS AMENDED DECLARATION IN SUPPORT OF

I am a named Plaintiff in the above-referenced matter. I make this declaration in

support of Plaintiffs Opposition to Defendants Motion to Compel Arbitration.

would competently testify thereto.

I have been a resident of the State of California since at least 1972.

I gave my information to my friend, Minh Ho, and he signed me up during the

I attended several Talk Fusion online training seminars from my house in

contacted them while residing in California.

Imposition of a fine, which may be held from Bonuses or Commissions.

Loss of rights to one or more Bonus or Commission Payments.

Suspension of the individuals Associate Agreement for one or more pay

Involuntary termination of the alleged offenders Associate Agreement.

Any other measure expressly allowed in any provision of the Agreement or

In situations deemed appropriate by Talk Fusion, the Company may institute

I have been informed by my counsel that the American Arbitration Association,

I have also been informed that if the arbitration provision in Exhibit A to

As stated above, I am not the only person in California to experience these

I have also reviewed Section B to Defendants Motion to Compel Arbitration and

I have reviewed Section 40 entitled Dispute Resolution: of the newest version of

Exhibit 26: Page 2

Exhibit 26: Page 3

Exhibit 26: Page 4

Amount: $315 - Original Purchase

Exhibit 26: Page 5

Exhibit 26: Page 6

- See more at: http://www.bbb.org/west-florida/business-reviews/video-conferencing-services/talkfusion-in-brandon-fl-90033972/complaints#sthash.JCLQZWzZ.dpuf

Exhibit 26: Page 7

Exhibit 26: Page 8

---------- Forwarded message ---------From:

DISCLOSURE AND CONFIDENTIALITY - Thismessage is intendedonly for the individual(s) and/or

Talk Fusion POLICIES & PROCEDURES

1. Policies and Compensation Plan Incorporated into Associate Agreement; Amendments.

2. Policies and Provisions Severable.

3. Term and Renewal of a Talk Fusion Business.

4. Independent Contractor Relationship.

8. Trademarks and Copyrights.

9. Associate Web Sites.

1O. Retail Outlets.

11. Change of Sponsor.

12. Waiver of Claims.

14. Income Representations.

15. Income Disclosure Statement.

16. Compensation Plan and Program Claims.

It's a turnkey system.

17. Media Inquiries.

Opposition To Talk Fusion's Motion To Compel Arbitration.

Opposition To Talk Fusion's Motion To Compel Arbitration.