UK Terms & Conditions Upon acceptance of this Agreement by IT WORKS Corp (hereinafter referred to as "IT WORKS" or "the Company") and in

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1 UK Terms & Conditions Upon acceptance of this Agreement by IT WORKS Corp (hereinafter referred to as "IT WORKS" or "the Company") and in consideration of IT WORKS granting to the Associate the non-exclusive right and privilege to purchase and promote IT WORKS Products and Services and the IT WORKS business opportunity, I ("the Associate") (including any joint Associate) hereby agree to the following terms and conditions: 1. I am legally competent to enter into a contract in the jurisdiction in which I reside. 2. I will become an IT WORKS Associate upon acceptance of this Application by the Company, and I will, at that time, have the right to purchase Products at wholesale directly from the Company. 3. I understand that no purchase is necessary to become an IT WORKS Associate other than the purchase of an Associate Website Licence/starter kit currently $41.13 USD VAT Inclusive plus shipping (GBP Guideline price 25.71). I understand that I will also receive an on-line Information Kit about IT WORKS Corp and its Products and Services. 4. The Associate Agreement will take effect from the date of acceptance by IT WORKS for a period of one (1) year and expires on the anniversary of the date on which I became an Associate. IT WORKS reserves the right in its sole discretion to accept or reject an application to become an Associate. I understand that I am required to renew my Associate Agreement annually prior to the expiration date. On renewal the Associate annual on-line back office administration fee of $59.93 US VAT Inclusive (GBP Guideline Price 37.46) for the year 2010, (to include IT WORKS's administration and processing of the Associate's renewal and IT WORKS providing information, newsletters and support throughout the following year), (such amount to be subject to revision for subsequent years) is payable before the expiry date. 5. The Agreement may be terminated by me without penalty and with or without cause or reason at any time upon not less than fourteen (14) days written notice or by IT WORKS at its sole discretion by seven (7) days notice in writing effective immediately for any breach of its provisions or violation of any of the terms of the Agreement, the procedure for such termination to be in accordance with the provisions set out in the Policies and Procedures. Except where the obligation on me is specified to apply after termination of the Agreement in respect of noncompetition in accordance with the Associate Agreement, I understand that I will be released from all future contractual liabilities towards IT WORKS on termination of the Associate Agreement at any time. I understand that I have the right within a period of fourteen (14) days, of entering into the Associate Agreement to cancel the Associate Agreement without penalty by written notice of termination and (i) to receive a refund of all monies paid by me in connection with my joining the IT WORKS programme, (ii) to return any Products (including training and promotional materials, business manuals and kits) purchased within that period and which remain unsold provided that such unsold Products are in the condition in which they were in at the time of purchase, (whether or not their external wrappings have been broken) (iii) to cancel any Services ordered within that period and to require IT WORKS to refund an amount equal to one hundred per cent (100%) of any monies paid in respect of such Products and paid in respect of Services not yet supplied to me. Where I terminate the Associate Agreement more than fourteen (14) days after entering into it, I understand that I will have the right to return to IT WORKS any Products I have purchased within a period of ninety (90) days prior to such termination and which remain unsold and to receive from IT WORKS the price (inclusive of VAT) which I paid for the Products, less (i) in the case of any Products, the condition of which it has deteriorated due to an act or default on the part of the Associate, an amount equal to the diminution in their value resulting from such deterioration; and (ii) a reasonable handling charge of ten per cent of the price. Where IT WORKS has terminated the Associate Agreement, I will have the right to return to IT WORKS any Products I have purchased within a period of ninety (90) days prior to such termination and which remain unsold and to receive from IT WORKS the price (inclusive of VAT) which I paid for the Products together with any costs incurred by me for returning the Products to the Company; any such refund shall be on terms whereby the Products not already held by IT WORKS will be delivered within twenty-one (21) days of such termination at IT WORKS's expense to the address set out in the Application and Agreement Form or as notified by me to IT WORKS from time to time. Any such refund shall be on terms whereby the purchase price is payable upon delivery of the Products or if the

2 Products are already held by IT WORKS forthwith. IT WORKS shall be entitled to request proof of ownership, e.g. sale receipts for the Products that I require IT WORKS to buy back in accordance with these terms and conditions. I understand and agree that bonuses or commissions paid to me on Products returned by or Services refunded to, Associates in my organisation, within the preceding one hundred and twenty (120) days shall be repayable by me and may be deducted from my account with IT WORKS at any time where an Associate in my organization terminates his/her Associate Agreement or it is terminated by IT WORKS. I agree that payments of refunds will be made in the same form as the original payment and in accordance with IT WORKS termination procedure in force from time to time. 6. As an Associate I am an independent contractor and am not an employee, partner, agent, franchisee or legal representative of the Company. I agree that I am solely responsible for my compliance with any and all laws or regulations related to my status in any jurisdiction exercising authority over me, including but not limited to compliance with applicable laws and regulations pertaining to the Associate Agreement (and in particular the Trading Schemes Regulations 1997) and/or pertaining to the promotion of IT WORKS Products and/or Services and terms of the Associate Agreement including these terms and conditions and the Policies and Procedures published by the Company. As an Associate I acknowledge that I shall have no legal right or authority to bind IT WORKS to any obligation or to make representations or warranties on behalf of IT WORKS. I agree to the extent permitted by law to hold the Company harmless for, from and against any and all claims, damages, or liabilities of any kind or type whatsoever arising out of or by reason of my Associate business activities or practices. I understand that I am responsible for the following: setting my own hours, selling locations and methods, and payment of all of my own expenses. Further, as an independent contractor I agree at my expense, to make, execute or file, all reports and obtain all licences (including if applicable, VAT registration) as are required by law or public authority with respect to the Associate Agreement, the sale of IT WORKS Products and/or the promotion of IT WORKS Services and the IT WORKS business opportunity. In the event that IT WORKS is required to pay VAT on any payments due to me under the Compensation Plan or otherwise, IT WORKS reserves the right or otherwise (subject to any necessary approvals) to self bill for such sums, in which event VAT shall only be paid to me if I am registered for VAT and provide IT WORKS with a copy of my VAT registration certificate. I hereby agree that I will accept all self billed invoices issued by IT WORKS during the term of the Associate Agreement. If, having been registered, I de-register for VAT voluntarily or due to my turnover falling below the VAT threshold applicable at the relevant time or otherwise, I agree to notify IT WORKS in writing of the fact of such de-registration within fourteen (14) days of the de-registration taking effect. If IT WORKS is obliged or liable to make any payment of VAT to the tax authorities as a result of my failure to notify IT WORKS of de-registration for VAT then I acknowledge and agree that IT WORKS shall be entitled to recover from me the amount of such VAT by deduction from my account with IT WORKS or by any other means available to IT WORKS from time to time. 7. I understand that only Associates in good standing (as such status is determined solely by the Company) may act as sponsors. The Company, in its sole discretion, may accept or reject any Associate application or renewal of the Agreement, without disclosing any reason therefore. If this Associate Agreement or any renewal of the same is not accepted to the extent permitted by law I release the Company and its officers, directors, agents, advisors and employees from any and all liability incurred by me or by any other person and I hereby waive any associated claim(s) that might be asserted in my interest. 8. I understand that compensation from the Company is paid in accordance with the IT WORKS Compensation Plan, provided I maintain a distributorship that operates in compliance with Company Rules & Regulations and Policies & Procedures, and the terms and conditions stated herein. Participation the IT WORKS opportunity and eligibility to receive commissions, overrides and/or bonuses under the Compensation Plan on the sales or other output derived from personal sales, solicitations or orders from consumers, are privileges of my status as an active Associate in good

3 standing. I agree to abide by the terms of the Associate Agreement including the Rules & Regulations and Policies & Procedures established by IT WORKS and as modified from time to time and notified to me and /or posted at or 9. I understand that as an IT WORKS Associate, I am authorised to sell IT WORKS Products and promote the IT WORKS business opportunity. I agree that I may not alter, repackage, re-label, affix additional labels of information or otherwise change any IT WORKS Product, nor will I sell any such Products under any other name. 10. I understand and agree that I may not convey, assign or otherwise transfer any rights arising hereunder without the prior express written consent of the Company. The Company shall be entitled to assign or transfer its obligation under the Associate Agreement to any associated company or entity. 11. I agree that I may not create or hold a beneficial interest or management control directly or indirectly in additional IT WORKS distributorship(s). 12. Other than as set out in this Associate Agreement, no other promises, representations, guarantees, or agreements of any kind shall be valid unless in writing and signed by both me and an authorised officer of IT WORKS. If at any time any term or provision in the Associate Agreement shall be held to be illegal, invalid or unenforceable in whole or in part under any rule of law or enactment such term or provision or part shall to that extent be deemed not to form part of the Agreement but the enforceability of the remainder of the Agreement shall not be affected. 13. The Associate Application and Agreement Form, these Terms and Conditions, the Rules and Regulations, Policies and Procedures, and the Compensation Plan (as amended from time to time) constitute the entire agreement between the Associate and IT WORKS and no other additional promises, representations, warranties or agreements of any kind shall be valid unless in writing and issued by an officer of IT WORKS. 14. No failure to exercise and no delay in exercising on the part of IT WORKS, any right under the Associate Agreement shall operate as a waiver thereof. 15. Any notice or other written communication given under or in connection with the Agreement may be delivered personally or sent by first class post to IT WORKS at the address shown on the Associate Application and Agreement Form or such other address notified from time to time by such party to the other. 16. This Agreement and any dispute arising thereunder shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts. 17. The Contract (Rights of Third Parties) Act 1999 are hereby excluded and shall not apply to this Agreement. 18. I affirm to Company that I have carefully and completely read, understood and agree to comply with the Associate Application and Agreement Form, these Terms and Conditions, the Rules and Regulations, Policies and Procedures and the Compensation Plan each of which documents is hereby incorporated into the Associate Agreement by reference. 19. Upon notification to the Associate, IT WORKS may at its discretion amend the Associate Agreement. The Associate's continued engagement in promoting IT WORKS Products and Services, promoting the IT WORKS business opportunity, or both, after notice of any revisions to the Associate Agreement including in particular the Rules and Regulations and Policies and Procedures and the Compensation Plan shall constitute my agreement to such revisions and legally binding amendment of the Associate Agreement including the Rules and Regulations, Policies and Procedures and the Compensation Plan. 20. I understand that I may only make or agree to make payments to or for the benefit of IT WORKS to the value of including VAT during the seven (7) day period after entering into the Associate Agreement. 21. I certify the accuracy of all information provided by me in this Associate Agreement and agree that the providing of false or misleading information authorises the Company, at its election, to declare this Associate Agreement void from its inception. 22. The Company agrees to manufacture quality products which it will make available under the terms and conditions of the IT WORKS Rules & Regulations and Policies & Procedures.

4 NOTICE FOR UK AND OTHER EU PARTICIPANTS IT WORKS is the trading name of IT WORKS Corp (referred to in the Agreement as IT WORKS or the Company ) which is the promoter of this trading scheme in the United Kingdom. The products and services which are supplied under this scheme, are skin care products and nutritional supplements supplied by IT WORKS and such other related products or services as IT WORKS may market from time to time (referred to as the Products and/or the Services ). Sales of these Products/Services are made by IT WORKS Associates, who participate in the scheme as [distributors and order-takers]. The only financial obligation to become an IT WORKS Associate is the purchase of an Associate [training kit/website licence] and all purchases of products or services are optional. I/we hereby apply to become a IT WORKS Associate ("Associate"). I/we confirm that the information given above is correct and that I/we am/are of legal age to enter into this Agreement. My/our signature certifies that I/we have read the terms and conditions of this Agreement, the Policies and Procedures (including the Rules and Regulations) and the Compensation Plan ( the Agreement ) before signing the application form and that I/we understand that there is no requirement beyond the receipt and acceptance by IT WORKS of the application form and purchase of an Associate [training kit/website licence] to become an IT WORKS Associate, and that any purchases of services, product inventory, sales aids, literature etc. are strictly voluntary. I/we agree to abide by the terms and conditions of the Agreement and any other documents issued by IT WORKS from time to time, each such document as amended from time to time by IT WORKS. I/we also understand that if I/we choose to sponsor others to participate in the IT WORKS business opportunity, I/we will not receive any compensation whatsoever for the act of sponsoring or recruiting, and that I/we will be compensated based upon the activities of other Associates only to the extent of sales of the Products/Services to customers. I/we agree that IT WORKS may retain and process the personal information given by me/us to IT WORKS for purposes including the marketing commissions payable and performance of the IT WORKS business. IT WORKS may record this information manually and/or electronically and will be the data controller for this information. IT WORKS may disclose and transfer such personal information to other associated companies and entities of the IT WORKS group of companies which are situated inside and outside of the EEA and to other persons for the purposes of IT WORKS s business including other IT WORKS Associates. Details of the companies and countries involved will be provided on request. 1. It is illegal for a promoter or a participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting others to join a scheme. 2. Do not be misled by claims that high earnings are easily achieved 3. If you sign this contract you have 14 days in which to cancel and get your money back UK TRADING REGULATIONS As an IT WORKS Associate it is important that you familarise yourself with the rules and documents necessary to operate your business in the UK and use only the UK materials available from IT WORKS at all times. All IT WORKS materials have been prepared to comply with the law but your strict attention is specifically drawn to the following.

5 I. TRADING REGULATIONS a. Basic principles As an IT WORKS associate promoting IT WORKS products and services in the UK, you operate in your own name and on your own behalf as a self-employed independent contractor. The independent nature of your business operations remains the same irrespective of whether you additionally perform the very important functions of enrolling new Associates i.e. recruiting, training and supporting other IT WORKS associates. b. Trading Schemes Regulations In the UK, the IT WORKS opportunity has been designed to comply with the provisions of the Fair Trading Act 1973 (as amended) and the Trading Schemes Regulations These principally regulate the format and terms of our agreement with you, the IT WORKS associate, the compensation plan and advertising and training. c. Advertising i. General Under the regulations a promoter i.e. IT WORKS, or a participant i.e. IT WORKS Associate, in a trading scheme must NOT issue, circulate of distribute any advertisement which contains information likely to lead directly or indirectly to persons becoming participants in a trading scheme by an y means, unless that advertisement contains both the Associate s name and address and that of IT WORKS as the promoter of the opportunity and a description of the goods or services being promoted. The following statutory warning must also be included: 1. It is illegal for a promoter or a participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting others to join the scheme. 2. Do not be misled by claims that high earnings are easily achieved. The warning must be easily legible or audible, must not appear at the beginning or the end of the advertisement and must be afforded no less prominence than that given to any other information in the advertisement apart from the heading. If the advertisement contains any information as to the sources of income for Associates, the statutory warning must appear with such information and be given no less prominence than such information. These rules do not apply to any advertisement which forms a part of a newspaper or magazine. All IT WORKS official marketing material complies with the regulations. You must ensure that if you produce any material yourself to promote your IT WORKS business that it complies both with the Company s advertising guidelines contained in the Policies and Procedures and with the requirements of the Regulations set out above. ii. Earnings Claims If you make any earnings claims with your promotion of the IT WORKS business opportunity, in addition to complying with the terms of your associate agreement and the Regulations, you must also ensure that you do not breach the

6 British Code of Advertising, Sales Promotion and Direct Marketing. The code applies to advertisements in nonbroadcast electronic media, i.e. to newspapers, magazines, flyers, brochures but not to the internet, TV or radio advertising. The code provides that advertisements for income opportunities should not mislead as to the support available or the likely rewards for the investment and work required, nor should they be presented in such a way as to be likely to be confused with an offer of paid employment. Advertisements should contain the name and contact details of the advertiser and where possible a description of the work involved, the extent of the investor s commitments and the financial investment. Earnings figures should not be exaggerated and when claims as to earnings attainable are made the advertiser should have available evidence that such earnings are currently obtained by existing associates. Copies of the code can be obtained free of charge from the Advertising Standards Authority from their website at II. TAXATION a. Income Tax If you are trading as an Individual, are an associate, and are resident in the UK, then you will be taxed in the UK as a selfemployed individual on your worldwide income. As a self-employed associate, it is your responsibility to file the appropriate tax returns and to make all payments of tax due in connection with your IT WORKS business. You must register with the Inland Revenue as self-employed as soon as you register as an IT WORKS associate. You can obtain the form to do so, which is contained in the guidance booklet SE1, available from your local Revenue & Customs office or from the Revenue & Customs website at entitled Are you thinking of working for yourself? or by calling the Helpline for the newly self emplyed on If you do not register within the first three months you can be liable to a fine of 100 GBP (Pounds Sterling). IT WORKS recommends that you seek the advise of a suitably qualified accountant or tax advisor. b. Value Added Tax The standard VAT rate is 17.5%. As a self employed associate it is your responsibility to register for VAT once your turnover exceeds the threshold for compulsory registration (currently 61,000 GBP) in the preceding twelve months. If you are VAT registered then the company will provide you with a commission statement in your backoffice and you will need to provide the company with a VAT invoice each month for the VAT on your commission to be paid, (Alternately IT WORKS may create a self billing statement on your behalf to pay the VAT on your commissions.) IF at any time while you are an associate of IT WORKS, you register or deregister for VAT, it is essential that you advise the company as soon as possible. If you are VAT registered or become VAT registered the company will require a copy of your VAT registration certificate and confirmation of your status on renewal each year thereafter.

7 Information on VAT registration is available from the Revenue & Customers website at or you can call the National Advice Service on III. PARTNERSHIPS/COMPANIES IT WORKS accepts as associates individuals, partnerships, and limited companies. If you plan to operate your IT WORKS business as a partnership, even if your proposed partner is your spouse, you need to consider carefully the business relationship between you and your partner and we strongly advise you to have a written partnership agreement and/or to take professional advice in this respect. IV. SOCIAL SECURITY CONTRIBUTIONS All self employed persons in the UK must register for and pay class 2 National Insurance Contributions which is a fixed weekly amount and class 4 which is a percentage of your taxable profits. You can pay these by direct debit monthly and can register for them and find out current amounts when you register yourself as a self employed person with Revenue & Customs. Exemptions for small earnings may be available. Contact Revenue and Customs for questions or call the Self Employment Contact Centre. V. DATA PROTECTION IT WORKS has a policy on how it processes and treats your personal data and that of all IT WORKS associates. IF you maintain a database of your contacts and/or customers including personal information such as addresses and telephone numbers, then you should check carefully that you are complying with the applicable legislation in how you deal with this information. You can obtain useful guidance from the Information Commissioners office which can be contacted on telephone number or at There can be fines and uncosts imposed by Magistrate Courts and Higher Courts for failure to notify processing activities. VI. SPAM Although we recognise that is a powerful communication tool, new rules came into force in the UK in December 2003 which requires the following: 1). You cannot transmit, nor instigate the transmission of, unsolicited marketing materials by electronic mail to an individual subscriber UNLESS the recipient of the electronic mail has previously notified you, the sender, that he/she consents, for the time being, to receiving such communications. 2). You cannot transmit, nor instigate the transmission of any marketing by electronic mail (whether solicited or unsolicited) to any subscriber (whether corporate or individual) where (a) The identity of the sender has been disguised or concealed; or (b) a valid address to which the recipient can send an opt-out request has not been provided. A solicited message is one that you have actively invited. An unsolicited marketing message that you have opted into receiving is one that you have not invited but you have indicated that you do not, for the time being object to receiving. VII. MOBILE TELEPHONE CALLS

8 It is now an offence in the UK to cause or permit someone to make or receive a mbile call whilst they are driving. Please bear this in mind when contacting other current or potential associates or customers. VIII. INDIVIDUAL EXPERT ADVICE Please take the above information merely as general guidelines that do not claim to be exhaustive or complete. Obviously, this information cannot take into consideration every and all the legal, tax, and social security aspects of each individual situation. We therefore recommend that you seek the assistance of a suitably qualified solicitor, accountant, or tax advisor as appropriate. ADDITIONAL TERMS Website Terms and Conditions of Use Access to and use of this site is provided by IT WORKS subject to the following terms: 1. By using this site you agree to be legally bound by these terms, which shall take effect immediately on your first use of the site. If you do not agree to be bound by all the following terms please do not access and/or use the site. 2. IT WORKS may change these terms at any time by posting changes online. Please review these terms regularly to ensure you are aware of any changes made by IT WORKS. Your continued use of this site after changes are posted means you agree to be legally bound by these terms as updated and/or amended. 3. You may not copy, reproduce, republish, download post, broadcast, transmit, make available to the public or otherwise use IT WORKS website content in any way except for your own personal non-commercial use of for IT WORKS Associates in connection with the promotion of their IT WORKS business. You also agree not to adapt, alter or create a derivative work from any IT WORKS website content except for your own personal use or in the case of IT WORKS Associates to promote their IT WORKS business. Any other use of IT WORKS website content requires the prior written permission of IT WORKS. 4. You agree to use this site only for lawful purposes, and in a way that does not infringe the rights of, or restrict or inhibit anyone else s use and enjoyment of the site. Prohibited behavior includes harassing or causing distress or inconvenience to any person or transmitting obscene or offensive content. 5. IT WORKS website content, including the information, names, images, pictures, logos and icons regarding or relating to IT WORKS, it s products and services (or to third party products and services), is provided without any representations and without any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. 6. Under no circumstances will IT WORKS be liable for any of the following losses or damage ( whether such losses where foreseen, foreseeable, known or otherwise): (a) loss of data; (b) loss of revenue or anticipated profits; (c) loss of business; (d) loss of opportunity; (e) loss of goodwill or injury to reputation; (f) losses suffered by third parties; or (g) any indirect, consequential, special or exemplary damages arising from the use of the IT WORKS website regardless of the form of action. 7. IT WORKS does not warrant that functions contained in the IT WORKS website content will be uninterrupted or error free, that defects will be corrected, or that the site or the server that

9 makes it available are free of viruses of bugs. 8. The names, images, and logos identifying IT WORKS or third parties and their products and services are subject to copyright, design rights and trademarks of IT WORKS and/or third parties. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any license or right to use any trademark, patent, design right or copyright of IT WORKS or any other third party. 9. Where you are invited to submit any contribution to the IT WORKS website (including any text, photographs, graphics, video or audio testimonial) you agree by submitting your contribution, to grant IT WORKS a perpetual, royalty free, non-exclusive, sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play make available to the public, and exercise all copyright and publicity rights with respect to your contribution worldwide and/or to incorporate your contribution in other works in any media now known or later developed for the full term of any rights that may exist in your contribution, and in accordance with privacy restrictions set out in IT WORKS privacy policy. 10. Further to paragraph 9, by submitting your contribution to IT WORKS, you: a. Warrant your contribution: b. Is your own original work and that you have the right to make it available to IT WORKS for all the purposes specified above; c. Is not defamatory; and d. Does not infringe on any law; and e. Indemnify IT WORKS against all legal fees, damages and other expenses that may be incurred by IT WORKS as a result of your breach of the above warranty; and f. Waive any moral rights in your contribution for the purposes of its submission to and publication on the site and the purposes specified above. 11. If there is any conflict between these terms and specific terms appearing elsewhere on the IT WORKS website then the latter shall prevail. 12. If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain is full force and effect and continue to be binding and enforceable. 13. You may not assign or sub-contract any of your rights or obligations under these terms and conditions or any related order for products to any third party unless agreed upon in writing by IT WORKS. 14. IT WORKS reserves the right to transfer, assign, novate or sub-contract the benefit of the whole or any part of any of its rights or obligations under these terms and conditions or any related contract to any third party. 15. These terms and conditions do not create or confer any rights or benefits enforceable by any person that is not a party (within the meaning of the Contracts (Rights of Third Parties) Act 1999). 16. No delay or failure by IT WORKS to exercise any powers, rights or remedies under these terms and conditions will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude and other further exercise of them. Any waiver to be effective must be in writing and signed by an authorized representative of IT WORKS. 17. These terms and conditions including the documents or other sources referred to in these terms and conditions supersede all prior representations understandings and agreements between your and IT WORKS relating to this use of this website and sets forth the entire agreement and understanding between you and IT WORKS for your use of this website. 18. These terms shall be governed by and interpreted in accordance with the laws of England and Wales.

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