THAI'S CAPITAL INVESTMENT GROUP.

DISTRIBUTOR USER AGREEMENT

THIS SALES PARTNERSHIP/AFFILIATE AGREEMENT is made by and between THAI'S CAPITAL INVESTMENT GROUP, AND/OR ANY OTHER FUTURE COMPANIES WHERE PRODUCTS AND/OR SERVICES WILL BE SOLD AS PART OF THE SYSTEM(hereinafter referred to as "Thai's Capital Investment Group"), and the undersigned/agreed INDEPENDENT SALES PARTNER, SALES AGENT (hereinafter referred to as the "Distributor").

WHEREAS, the Distributor desires to become a member of Thai's Capital Investment Group's independent sales agent, which will be composed of a group of independent contractors ("members") who enter into agreements with Thai's Capital Investment Group pursuant to which they become authorized to engage the business of selling Products and Services offered by Thai's Capital Investment Group, through affiliated companies ("Thai's Capital Investment Group Affiliated Companies"). For purposes of this User Agreement, any reference hereinafter made to Thai's Capital Investment Group shall constitute a reference to all of the Thai's Capital Investment Group Affiliated Companies;

WHEREAS, Thai's Capital Investment Group has designed, developed and marketed certain Products and established a contractual relationship with Affiliated Companies, authorizing Thai's Capital Investment Group to market and sell various Products and Services;

WHEREAS, Thai's Capital Investment Group is continually recruiting new members to Thai's Capital Investment Group and desires to have the Distributor becomes a member of Thai's Capital Investment Group by entering into a written agreement with the Distributor, which establishes and defines the terms and conditions of the Distributors with Thai's Capital Investment Group;

NOW, THEREFORE, in consideration of the premises, the mutual promises and covenants in this User Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and intending to be legally bound hereby, Thai's Capital Investment Group and the Distributor agree as follows:

I. Terms and Conditions

1. The Distributor hereby agrees to abide by the terms and conditions as hereinafter set forth in this User Agreement. The Distributor understands that Thai's Capital Investment Group has the right to promulgate and publish rules and requirements relative to his/her relationship with Thai's Capital Investment Group. Thai's Capital Investment Group expressly reserves its right to have final approval and control over all contracts, rights, and obligations that relate, in any way, to Distributor's relationship with Thai's Capital Investment Group.
   
   
2. There is only one type of membership with Thai's Capital Investment Group (“Active member”). Active members are those persons who have made a decision to market for sale only those Products and Services marketed by Thai's Capital Investment Group and has met the requirements as set forth herein below under Section IV, “Termination.” Non-Active members are those persons who was an active member at one point, but failed to make the minimum quota as set under Section IV, “Termination.” Non-Active members shall NOT enjoy the benefits and compensation, including but not exclusive to any residual income, as define under Section III.

II. Distributor's Duties And Requirements

1. As a member of Thai's Capital Investment Group the Distributor promises that he/she will do the following:
   
   
   1. Use his/her best efforts to sell and promote the sale of Thai's Capital Investment Group’s Products and Services;
      
      
   2. Personally closes at least 1 contract of any of Thai's Capital Investment Group’s Products & Services within every 90 days, or maintains active status by fulfilling minimal of 5 direct team members in Distributor’s team at all time within any 90 days period. If anyone drops out, Distributor has 90 days to bring in another replacement to maintain the 5 members directly under the Distributor’s team or at least closing one (1) new contract of any of Thai's Capital Investment Group’s Products & Services.
      
      
   3. Obtain at least one (1) Certification with Thai's Capital Investment Group’S Products and Services within thirty (30) days from the execution of this Distributor User Agreement;
      
      
   4. Discloses and notifies Thai's Capital Investment Group in writing as to the general nature of Distributor's involvement and/or affiliation with any other business or company that promotes, markets, distribute or sales any competing Products and Services with Thai's Capital Investment Group
      
      
   5. Not market or sell any products or services other than of Thai's Capital Investment Group’s to any member or prospective member of Thai's Capital Investment Group;
      
      
   6. Preserve the good name and reputation of Thai's Capital Investment Group by not doing anything that will damage the name and reputation of Thai's Capital Investment Group;
      
      
   7. Comply with all rules and guidelines set forth in the Distributor User Agreement currently published by Thai's Capital Investment Group or as may be amended from time to time by Thai's Capital Investment Group;
      
      
   8. Comply with all of the terms and conditions of any contract(s) into which Distributor enters with Thai's Capital Investment Group;
      
      
   9. Participate in the training that will be provided by Thai's Capital Investment Group;
      
      
   10. Execute such further agreements and obtain Certifications that Thai's Capital Investment Group determines to be required for the Distributor to be qualified to sell any of the Products and Services;
       
       
   11. It is Distributor’s responsibility to help and train his/her team members. Failure to help or train Distributor’s team members may result in losing those team members and/or losing any residuals coming from those team members’ contracts;
       
       
   12. Diligently fulfill managerial responsibilities with respect to Distributor’s team members. If one of Distributor’s team members makes a complaint for not assisting in training, sale, marketing, or any other reasonable causes, Thai's Capital Investment Group has the sole discretion, based on reasonable judgment, to accommodate their requests, whether that would be moving the complainant to another team or separate the complainant’s team from the Distributor;
       
       
   13. Under no circumstances Distributor is to present any false, misleading or deceptive statement regarding Thai's Capital Investment Group, Products & Services (other than information provided in Distributor’s certification training. Failure to this section may result in immediate termination; and
       
       
   14. Distributor is prohibited from introducing other members from within Thai's Capital Investment Group’s system to join other companies which also sell products and services of any kind.
       
       
2. The Distributor understands and acknowledges that Thai's Capital Investment Group is in the business of assisting its members in building business to provide Products and Services to the consuming public, and that these businesses are valuable assets of Thai's Capital Investment Group. For these reasons, Distributor acknowledges that Thai's Capital Investment Group owns all rights in and to the following:
   
   
   1. Thai's Capital Investment Group, which, for purposes of this Section II. B., includes all persons who have executed or accepted a Distributor User Agreement with Thai's Capital Investment Group;
      
      
   2. The identities of and all lists of the members comprising Thai's Capital Investment Group; and
      
      
   3. The identities of and all lists of the Customers of Thai's Capital Investment Group (even though the Distributor may not have recruited any of the members or produced any of the Customers) which constitute property owned solely by Thai's Capital Investment Group. Distributor agrees that Distributor shall have no proprietary interest in or ownership of any Customers, Customer contacts, other Distributors of Thai's Capital Investment Group, including members within Distributor’s team, or Products and Services. Thai's Capital Investment Group shall have exclusive proprietary interest in, or ownership, of all Customers, Customers’ contacts, and contractual relationships with other Distributors and their teams.
      
      
3. As a member of Thai's Capital Investment Group, the Distributor is not an employee of Thai's Capital Investment Group. Instead, the Distributor's relationship with Thai's Capital Investment Group is that of an independent contractor. Nothing in this Distributor User Agreement shall be construed to constitute the Distributor as a partner, employee or agent of Thai's Capital Investment Group, nor shall Thai's Capital Investment Group, its Affiliated Companies, or the Distributor have any authority, except as expressly provided herein, to bind the other. It is the Parties’ intention that Distributor shall remain as an independent contractor and shall be responsible for his/her own actions. Subject to all applicable local, state and federal laws and regulations and this User Agreement, Distributor shall conduct and control his/her business activities, work hours, selection of Customers, and sales methods including verifying with FTC’s do-not-call registry if cold calling marketing method will be used. As an independent contractor, the Distributor shall be responsible for paying any and all federal, state, city or Other taxes that may become payable with respect to any compensation the Distributor may receive under the terms of this User Agreement
   
   
4. Distributor shall promptly pay all expenses relating to the performance of Distributor's duties under this Distributor User Agreement, including but not limited to travel, entertainment, telephones, supplies, sales education, subscriptions, Certifications, etc., and shall receive no remuneration or reimbursement of any nature whatsoever other than the commissions referred to herein. Other than Thai's Capital Investment Group’s business office, currently located at 11602 Bellaire Blvd., Suite H, Houston, TX 77072, to which Distributor is authorized for limited use during normal business hours, Thai's Capital Investment Group shall not provide any other facilities, furniture, or equipment to Distributor. Except for Section II. E. hereinbelow, Distributor shall provide his/her own telephone, supplies, transportation, and all other expenses which Distributor may deem necessary.
   
   
5. Under no circumstances are Distributors allowed to maintain his/her own offices unless otherwise approved by Thai's Capital Investment Group in writing. Thai's Capital Investment Group maintains and pays for all expenses at its business office currently located at 11602 Bellaire Blvd., Suite H, Houston, TX 77072. Distributor is authorized for limited use during normal business hours for purposes of obtaining training, certifications, telephonic marketing, and to managing his/her client. All business expenses incurred at Thai's Capital Investment Group’s business address are to be borne to Thai's Capital Investment Group and Distributor shall not be liable for reimbursement for any and all such costs. This section is strictly enforced and any violation is a material breach of this User Agreement and Distributor may be terminated immediately.
   
   
6. Distributor shall supervise the Thai's Capital Investment Group’s related activities of members within Distributor’s team and use Distributor's best efforts and continuing diligence in directing Distributor's team to comply with their respective Distributor User Agreements with Thai's Capital Investment Group, in training and providing assistance to their own team members, all in accordance with Thai's Capital Investment Group policies and procedures. Distributor's fulfillment of such managerial and training responsibilities is an essential requirement of Distributor's compliance with this User Agreement.
   
   
7. Distributor shall, as required to sell Products and Services, be duly certified in each category of Products & Services in which Distributor markets, promotes, solicits, offers or for recruitment purposes in which, and from which, Distributor receives any compensation, including Residual Incomes.
   
   
8. Distributor shall maintain an accurate and current file of all commission statements and other records and correspondences received from Thai's Capital Investment Group and notify Thai's Capital Investment Group in writing within thirty (30) days of Thai's Capital Investment Group mailing such statements, records and correspondence, if any of them is inconsistent with Distributor's records or, in the opinion of Distributor, not accurate. As to any statements, records or correspondence furnished by or on behalf of Thai's Capital Investment Group to Distributor, if Distributor does not furnish Thai's Capital Investment Group with written objections or corrections within thirty (30) days of mailing by Thai's Capital Investment Group, then Distributor shall be deemed to have approved such statements, records and correspondence as to any matter not objected to or corrected, and to have released Thai's Capital Investment Group from liability and responsibility for all matter contained therein.
   
   
9. Distributor shall not use sales material of any kind which has not been approved in writing by Thai's Capital Investment Group for such use, including but not limited to any type of form letter or correspondence. Without the prior written approval of Thai's Capital Investment Group, Distributor shall not use any form of media, including but not limited to radio, newspaper, television, letters, business cards, letterhead, or photocopies, to promote sales. The Distributor promises not to use the name "Thai's Capital Investment Group" in conjunction with any notation indicative of a business organization, such as "Corporation", "& Company", "Ltd.", "Inc.", or "& Distributors", unless the Distributor is specifically granted written permission from Thai's Capital Investment Group to do so. The Distributor may not appropriate the name. "Thai's Capital Investment Group, INC." or "Thai's Capital Investment Group" for using any corporate name, joint venture or partnership.
   
   
10. All activities conducted by Distributor under this User Agreement shall be conducted in accordance with all applicable laws. Distributor also has the duty to faithfully abide by the rules and regulations set forth by Thai's Capital Investment Group as amended from time to time and all applicable bulletins or memoranda issued with respect to the Products & Services. Distributor shall immediately advise Thai's Capital Investment Group of any action or fact whatsoever which comes to Distributor's knowledge which may possibly constitute a violation of any applicable laws or regulations with respect to Thai's Capital Investment Group, Distributor or any party who is, has been, or may be doing business with Thai's Capital Investment Group. The Distributor's failure to comply with, or failure to cause Distributor’s team members to comply with this User Agreement and any other rules, as amended from time to time, constitutes a material breach of this User Agreement.
    
    
11. Distributor shall not take, undertake or engage, directly or indirectly, in any Prohibited Actions.
    
    
12. Distributor acknowledges and agrees that all supplies, including but not limited to catalogs, banners, online presentations, social media, online published materials and its contents, memoranda, visual aids, specimen plan forms, manuals, statistical and sales training and/or recruitment materials, vendor materials and brochures furnished by Thai's Capital Investment Group to Distributor are and shall be the property of Thai's Capital Investment Group and shall be returned prom immediately to Thai's Capital Investment Group upon demand.
    
    
13. Distributor shall comply with the terms, conditions and restrictions on use contained in any and all licenses or other contractual agreements between third party owners of any computer software and Thai's Capital Investment Group, pursuant to which Thai's Capital Investment Group has obtained the right to use such computer software. Distributor further agrees to comply, with the terms of any licenses or other contractual agreement into which Distributor is required to enter with any third party’s computer software owner.

III. Distributor's Compensation

1. The Distributor acknowledges and understands that the Distributor earns income only from the sale of the Products & Services, including a percentage that are sold by Distributor’s team members, and no income is earned by or paid to Distributor for recruiting. The Distributor's sole compensation under and during the term of this User Agreement shall be commissions paid by, or caused to be paid by, Thai's Capital Investment Group pursuant to this Distributor User Agreement and paid in the manner provided in Thai's Capital Investment Group’s commission schedules which are published by Thai's Capital Investment Group on each Distributor’s home page for each different Products and Services and are also available in the “compensation structure” presentation in the training center and document center. There is no guarantee that the Distributor will be financially rewarded solely by virtue of becoming a member of Thai's Capital Investment Group.
   
   
2. Thai's Capital Investment Group will publish guidelines and updated commission schedules from time to time on its Distributor’s home page for each different Products and Services, which relate to Distributor’s position designations, performance standards, commission rates and or percentage of Thai's Capital Investment Group’s products and services and other matters affecting the terms of the members' compensation. Thai's Capital Investment Group may, from time to time, in the exercise of its sole discretion, and without notice, increase or decrease the rates and amounts of commissions or the sales position of Distributor; provided, however, that any such changes may take effect on prospective (future) clients and sales.
   
   
3. Distributors shall earn residual income from their customer and client. In addition, Distributors shall also earn residual income from Distributors’ team members, based on the commission schedule stated under Section III. C. Residuals will be reported and paid on a monthly basis, via direct deposit or checks, if greater than $250.00. If Distributor active status is maintained, Distributor shall be paid residuals on those active contracts. Residuals will be terminated automatically if the customer’s contract is no longer active with the company. Any residuals paid can be terminated at any time, automatically, based on our Active Membership policy under Section II. IF FOR WHATEVER REASONS, ONE OR ALL OF DISTRIBUTOR’S ACCOUNT(S) IS SOLD OR SAID CLIENT IS ACQUIRED, ONLY THE DIRECT DISTRIBUTOR WHO DIRECTLY BROUGHT IN THE ACCOUNT SHALL RECEIVE A FINAL COMPENSATION OR RESIDUAL, IF ANY, BASE ON Thai's Capital Investment Group SOLE BUSINESS DECISION.
   
   
4. Distributor acknowledges and agrees that Distributor's commissions are earned by, and shall be payable to Distributor only after all of the following have occurred: (i) the order or application for Products and Services submitted by Distributor is accepted and approved by Thai's Capital Investment Group at its principal office, or by an approved Thai's Capital Investment Group designee; and (ii) actual payment for the same has been made by and received from the Customer.
   
   
5. Any money and value owed by Distributor to Thai's Capital Investment Group is considered as a “Negative Account Balance,” including any money and value which has been advanced or credited by or on behalf of Thai's Capital Investment Group, or for the benefit of Distributor. Negative Account Balance, therefore, represents a loan and may be offset and deducted by Thai's Capital Investment Group from any commissions or other money or value then or thereafter owed by Thai's Capital Investment Group to Distributor. Distributor also agrees for Thai's Capital Investment Group to deduct from commissions due the amount of any commissions paid to Distributor in connection with any payment or amount that Thai's Capital Investment Group refunds to Distributor's Customer.
   
   
6. All Negative Account Balances shall be repaid immediately by Distributor upon notice thereof to Distributor by Thai's Capital Investment Group. Any Negative Account Balances not paid within thirty (30) days from the effective date of such notice shall bear interest from the end of such thirty (30) days at a rate equal to the maximum legal rate of interest provided by applicable law. From time to time, in its sole discretion, Thai's Capital Investment Group may cause a reduction in all or any portion of the Distributor's Negative Account Balance in any of the following ways: (i) by applying any commissions or other forms of compensation payable to the Distributor by Thai's Capital Investment Group to reduce the Distributor's Negative Account Balance; or (ii) by exercising any other legal rights and remedies available to Thai's Capital Investment Group. The Distributor is also obligated to repay Thai's Capital Investment Group for the Negative Account Balances of any of Distributor's team members and Distributor authorizes Thai's Capital Investment Group to withhold, offset, or retain Distributor’s commission to pay for any such Negative Account Balances.
   
   
7. In the exercise of its sole discretion, Thai's Capital Investment Group reserves the right to, and may, refund to any Customer all or any part of payments made by Customer, and Distributor agrees to promptly reimburse Thai's Capital Investment Group for its expenses in connection therewith. Distributor further agrees to promptly repay Thai's Capital Investment Group all commissions by Distributor with respect to any refunds to Customers, and Thai's Capital Investment Group is hereby authorized to deduct from any other commissions due or that may become due to Distributor hereunder the amount due Thai's Capital Investment Group for any such expenses or commissions to be repaid by Distributor.
   
   
8. Except as set forth above in Sections III. A., Distributor shall receive no other compensation of any kind whatsoever under this Distributor User Agreement. Distributor will not receive any fringe benefits under this Distributor User Agreement whatsoever, including but not limited to insurance benefits, disability income, paid vacation, expense reimbursement or retirement benefits unless otherwise specifically provided for in this Distributor User Agreement.

IV. Term and Termination

1. This Distributor User Agreement shall continue in effect until Termination.
   
   
2. Distributor understands and agrees that this User Agreement is NOT an employment contract and that distributor is a contractor and not an employee of Thai's Capital Investment Group. Thai's Capital Investment Group reserves the right, in its sole discretion, to terminate Distributor at any time, with or without cause, including but not exclusive to reasonable causes such as non-compliant with this Distributor User Agreement, a violation that constitute a material breach, behavior, misrepresentation, fraudulent application, violations of our policies, breach of our non-competent, non-disclosure agreements.
   
   
3. If Distributor was being promoted to Vice President Commission Level 5 by the CEO without officially going through Thai's Capital Investment Group promotion system and compensation structure, Distributor has to maintain his or her active status just like any other distributors and will have to follow the system’s rule to stay active at all time in order to receive residual income, if any.
   
   
4. Upon a distributor’s termination, all commissions due to distributor prior to the effective date of Termination of this Distributor User Agreement shall be paid by Thai's Capital Investment Group to distributor within a reasonable period of time. Upon termination, no further compensation, other than the commissions earned as of the effective date of Distributor's Termination, shall be payable to Distributor under this User Agreement. However, Thai's Capital Investment Group shall have the right to offset against any commissions, any Negative Account Balance, indebtedness owed by Distributor to Thai's Capital Investment Group, or any charges Thai's Capital Investment Group deems appropriate to be charged to Distributor. Upon Termination of this User Agreement, any Negative Account Balances then or thereafter outstanding, and any Negative Account Balances that may thereafter exist, shall without notice immediately become due and payable and shall bear interest at the highest rate permitted under applicable law until paid. Distributor shall promptly surrender to Thai's Capital Investment Group all books and records relating to Thai's Capital Investment Group including but not limited to all applications and payments Which Distributor may have in his/her possession or under his/her control at the time of Termination.

V. Arbitration of Grievances

1. In the event of any dispute or controversy arising out of or relating to this User Agreement, the parties agree to exercise their best efforts to resolve the dispute within thirty (30) days from the date of written notice. If the parties cannot resolve the dispute within 30 days, the parties agree to arbitrate any and all causes of action based on the American Arbitration Association’s standards in Harris County, Texas.

VI. Hold Harmless, Indemnification and Assign

1. The Distributor agrees to indemnify and hold Thai's Capital Investment Group harmless, from and against any and all losses which are incurred, sustained, suffered, or assessed against the Distributor, or against Distributor’s team members, because of, arising out of or as a result of any acts or omissions, including but not limited to a breach this User Agreement, Breach of Contract with Distributor’s customers and prospective clients. In any such event, Thai's Capital Investment Group shall be entitled to use counsel of its own choosing, shall be entitled to determine the validity of the indemnified loss, and shall not be required to notify the Distributor of the existence or progress of any claims or loss, as a condition precedent to requiring payment by the Distributor to Thai's Capital Investment Group, its Affiliates or any other indemnified party.
   
   
2. To secure the Distributor's promise. of indemnification and the Distributor's obligation to repay his/her Negative Account Balance or his/her team member’s Negative Account Balances, the Distributor hereby assigns to Thai's Capital Investment Group, and grants, and agrees to, from time to time, execute any additional instruments or documents necessary to perfect, a continuing security interest to Thai's Capital Investment Group in, all commissions (or advances thereon) otherwise payable to the Distributor by Thai's Capital Investment Group, to the extent necessary to satisfy Thai's Capital Investment Group for any such indemnified loss or any such Negative Account Balance obligations. This assignment is given to Thai's Capital Investment Group to secure the Distributor's obligations as set forth above and elsewhere in this User Agreement. Thai's Capital Investment Group has the right to withhold commissions in connection with this indemnity.

VII. Representations and Warranties

1. The Distributor expressly represents and warrants that the Distributor has the authority to enter into this User Agreement and that the Distributor is not and will not, by virtue of entering into this User Agreement and consummating the transactions contemplated hereby, or otherwise, be in breach of, violate, or interfere with, any other contract, agreement, or business relations which the Distributor has or had with any third party, company, agency, association, firm, person, corporation, or other entity.
   
   
2. Distributor has not engaged in nor will engage in any business practice or behavior nor has taken nor will take any action which has or will result in any violation of any restrictions or covenants to which the Distributor is subject pursuant to any agreement to which the Distributor was heretofore a party.
   
   
3. Thai's Capital Investment Group makes no express warranty of its Products that are sold and distributed to or by Distributor. Distributor agrees to waive any and all implied warranties, including but not exclusive to warranty of merchantability under Section 2-314 of the UCC, implied warranty of good workmanlike manner under the Texas Deceptive Trade Practices Act (DPTA), and any and all other applicable implied warranties. Distributor is a contractor of Thai's Capital Investment Group and sought to sell, resell, market and promote its Products & Services; and as such, Distributor concedes that he/she is NOT a “Consumer,” as defined under the DTPA.

VIII. Non-Compete & Non-Disclosure

1. Distributor acknowledges and agrees that the nature of Thai's Capital Investment Group’s confidential, proprietary, and trade secret information to which Distributor has, and will continue to have, access to derive value from the fact that it is not generally known and used by others in the highly competitive, international industry in which Thai's Capital Investment Group competes. Distributor further acknowledges and agrees that, even in complete good faith, it would be impossible for Distributor to work in a similar capacity for a competitor with Thai's Capital Investment Group, or having membership interests, corporate shares or any other ownership interests in another competitor, without drawing upon and utilizing information gained working with Thai's Capital Investment Group for the purposes of performing market research of Thai's Capital Investment Group’s ideas, proprietary and intellectual property. Accordingly, during the term of this Agreement, and for a period of five (5) years after the date of termination or resignation, Distributor will not, directly or indirectly (through the disguise of Distributor’s Distributors, agents, family Distributor’s, attorneys, partners, distributors, salesman, business associates, vendors, suppliers, clients, customers, affiliated or associated companies):
   
   
   1. Employed or engage in any business or enterprise (whether as an Distributor, owner, partner, officer, director, Distributor, investor, lender or otherwise) that directly or indirectly competes with Thai's Capital Investment Group and its Affiliated Companies, including but not limited to any business or enterprise that develops, manufactures, markets, or sells any Products & Services that competes with Thai's Capital Investment Group
      
      
   2. Additionally, Distributors agreed that he/she shall not recruit, introduce or refer any Active Members, Distributor or team-member of Thai's Capital Investment Group to any company that directly or indirectly competes with Thai's Capital Investment Group and its Affiliated Companies, including but not limited to any business or enterprise that develops, manufactures, markets, or sells any Products & Services that competes with Thai's Capital Investment Group
      
      
2. Distributor specifically agrees that Distributor will not at any time, in any fashion, form, or manner, either directly or indirectly, divulge, disclose, or communicate to any competing company, firm, or corporation that sells, manufactures or market the same or similar Products and Services as Thai's Capital Investment Group, including any information related the Thai's Capital Investment Group’s business process, business model, proprietary manufacturing process, formulas, customer list, its manner of operation, its plans, processes, or other data of any kind, nature, or description without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important. Distributor concedes that the above mentioned matters are important, material, and confidential and gravely affect the effective and successful conduct of the business of Thai's Capital Investment Group and its goodwill, and that any breach of the terms of this section is a material breach of this agreement.
   
   
3. Distributor understands that it would be difficult to ascertain the amount of damages to Thai's Capital Investment Group in the event that Distributor violates the Non-Compete clause under Section IX. A. and the Non-Disclosure clause under Section IX. B. of this User Agreement. As such, Distributor agrees, as liquidated damages for any breach of the Non-compete and the Non-Disclosure clauses stated hereinabove, Distributor shall compensate Thai's Capital Investment Group one-hundred thousand dollars ($100,000) for each breach.
   
   
4. Section IX, including the Non-Compete Clause, Non-Disclosure Clause and the Liquidated Damage section shall remain in force even after Distributor’s termination or resignation, and/or after expiration or cancellation of this User Agreement.

IX. Miscellaneous

1. The captions and headings within this Agreement are for ease of reference only and are not intended to create any substantive meaning or to modify the terms and clauses either following them or contained in any other provision of this Agreement.
   
   
2. If any provision of the Agreement or the application thereof is held invalid by a court, arbitrator or government agency of competent jurisdiction, the Parties agree that such a determination of invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions and thus shall remain in full force and effect or application.
   
   
3. The Parties shall be deemed to have cooperated in the drafting and preparation of this Agreement. Hence, any construction to be made of this Agreement shall not be construed against any Party. This Agreement may be executed in counterparts and each executed counterpart shall be effective as the original. All faxed, emailed, or electronic signatures affirming this Agreement constitute an original signature.
   
   
4. The Distributor understands that the. eligibility requirements for the sales position designations of, "Distributor", "Team Leader", "Manager", "Director", and "Vice-President", and otherwise, as well as the obligations that are imposed upon the Distributor in such positions shall be as are published from time to time and that said requirements may be changed from time to time, by Thai's Capital Investment Group, and that such designations are within the sole discretion of Thai's Capital Investment Group.
   
   
5. All notices or demands hereunder shall be sent either by certified mail, return receipt requested, Postage and certified fees prepaid, electronic mail or by overnight courier service, addresses as follows: if to Thai's Capital Investment Group, addressed to Thai's Capital Investment Group, Inc., at its then principal home office address, located at 11602 Bellaire Blvd. Suite H, Houston, TX 77072; and if to Distributor, all notices shall be sent to the latest address that Distributor provided to Thai's Capital Investment Group, on file.
   
   
6. This User Agreement is not a franchise agreement and does not create a franchise relationship between Thai's Capital Investment Group and Distributor and if any provision of this User Agreement is deemed to create a franchise between the parties, then those provisions shall be deemed void and unenforceable and shall not impact the validity of any other provision(s) of this User Agreement.
   
   
7. The failure or delay by any party to insist upon strict performance of the terms and conditions of this User Agreement shall not be deemed a waiver of any subsequent breach or default in the terns hereof. Any waiver must be in writing and signed by the party granting the waiver. Any waver granted by Thai's Capital Investment Group must be signed by an officer designated by the President of Thai's Capital Investment Group.
   
   
8. Titles and headings of sections and subsections of this User Agreement are for convenience and are not intended to encompass all of the provisions therein or to interpret such provisions.
   
   
9. The Distributor may not assign any rights or delegate any duties under this User Agreement except as expressly provided herein. Thai's Capital Investment Group may, from time to time, desire to assign to its affiliates or others all or a part of its rights and obligations hereunder (a "future assignment"); and the Distributor consents and agrees to any such future assignment and agrees that, after any such future assignment, Thai's Capital Investment Group shall be released from all obligations and liabilities so assigned, so long as such obligations and liabilities are assumed by the assignee.
   
   
10. If any Party hereto commences an action or arbitration to enforce any of the provisions hereof, the prevailing Party in such action shall be entitled to an award of its reasonable attorney's fees and all costs and expenses incurred in connection therewith.
    
    
11. This Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between the Parties, and the terms of the Agreement are contractual and not merely recitals. There is no other agreement, written or oral, expressed or implied between the Parties with respect to the subject matter of this Agreement and the Parties declare and represent that no promise, inducement or other agreement not expressly contained in this Agreement has been made conferring any benefit upon them or upon which they have relied in any way. The terms and conditions of this Agreement may not be contradicted by evidence of any prior or contemporaneous agreement, and no extrinsic evidence may be introduced in any judicial proceeding to interpret this Agreement.
    
    
12. This Agreement shall be construed in accordance with and all disputes hereunder shall be controlled by the laws of the State of Texas without regard to Texas's choice of law rules.
    
    
13. The Distributor agrees that Thai's Capital Investment Group shall have the right to run credit, employment and other financial and background investigations on the Distributor at any time Thai's Capital Investment Group deems useful, whether such investigation is conducted by Thai's Capital Investment Group or by an outside service or third party. The Distributor consents to such investigations and consents to the disclosure by any person or entity to Thai's Capital Investment Group of any financial, background and employment information conducted by Thai's Capital Investment Group or by an outside service or third party.
    
    
14. As a condition to becoming an Active Member of Thai's Capital Investment Group, the Distributor is not required to purchase any of the Products and Services and is not required to pay Thai's Capital Investment Group or the Product Providers any consideration, except any incidental costs that Distributor may incur in his/her normal business affairs (maintaining a separate office excepted and a violation of this provision shall constitute a material breach and Thai's Capital Investment Group shall has the right to immediately termination of this User Agreement.
    
    
15. The Distributor irrevocably consents to and forever authorizes the use by Thai's Capital Investment Group or anyone authorized by Thai's Capital Investment Group, its legal representatives or assigns, the absolute and unqualified right to use all photographs in which the Distributor has appeared for Thai's Capital Investment Group and reproductions thereof, in which the Distributor has been included in whole or part, made through any media without inspection or approval of the finished product or use to which it may be applied, in any manner Thai's Capital Investment Group may desire, factually or fictionally, including the right to make adaptations of said material of every and any kind and character. For such purpose, Thai's Capital Investment Group may adopt, arrange, change, dramatize, make musical versions of, interpolate in, transpose, add to, and subtract from such photographs and reproductions to such extent as Thai's Capital Investment Group, in its sole discretion, may desire, and in any language; and, further to obtain copyright in all countries on such use by Thai's Capital Investment Group of such material in any form and upon any and all adaptations thereof to renew such copyrights. The Distributor releases and discharges Thai's Capital Investment Group, its assigns, agents, or licensee from any and all claims and demands that the Distributor may have, which arise out of or in connection with the use of such photographs or reproductions, including but not limited to, any and all claims of libel, slander, and invasion of privacy. The Distributor further releases Thai's Capital Investment Group, its assigns, agents, or licensee from any liability of alterations, optical illusion or faulty mechanical reproduction. The Distributor is over eighteen years of age and has read the above authorization and release prior to its execution.