Policies & Procedures

SECTION 1 – PURPOSES OF POLICIES AND PROCEDURES

, LLC has developed the following guidelines to assist in the success of the Company and its Charter Members. These Policies and Procedures will help provide the following benefits:

  1. Protect the rights of all Charter Members by providing a framework within which each Charter Member may work in an ethical, effective and secure manner.
  2. Provide an equal and level playing field of opportunity to all Charter Members.
  3. Define the contractual relationship between and its Charter Members.
  4. Inform Charter Members regarding compliance issues and regulatory requirements.

requires that all Charter Members understand and abide by these Policies and Procedures as we work together in promoting the products and opportunity.

SECTION 2 – INTRODUCTION

2.1 – Policies and Procedures Incorporated into Charter Member Agreement

These Policies and Procedures, in their present form and as amended from time to time at the sole discretion of , LLC (“®” or the “Company”), are incorporated into, and form an integral part of, the Charter Member Agreement. Throughout these Policies and Procedures, when the term “Agreement”is used, it collectively refers to the Charter Member Application and Agreement, the Terms and Conditions, these Policies and Procedures and the Compensation Plan. These documents are incorporated by reference into the Charter Member Agreement. It is the responsibility of each Charter Member to read, understand, adhere to and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When enrolling a new Charter Member, it is the responsibility of the Enroller to provide the most current version of these Policies and Procedures and the Compensation Plan to the applicant prior to his or her execution of the Charter Member Application and Agreement.

2.2 – Purpose of Policies

is a direct sales company that markets products through Charter Members. It is important that all Charter Members understand that their success is dependent upon the integrity of all who market products. To clearly define the relationship that exists between Charter Members and , and to explicitly set standards for acceptable business conduct, has established the Agreement. Charter Members are required to comply with all the terms and conditions set forth in the Agreement, as well as all federal, state and local laws governing their business and their conduct. It is very important that all Charter Members read and abide by the Agreement. Please review the information in this document carefully. It explains and governs the relationship between Charter Members and the Company. Any questions regarding any policy or rule should be directed to .

2.3 – Changes to the Agreement

Because federal, state and local laws, as well as the business environment periodically change, reserves the right to amend the Agreement (including, without limitation, the Charter Member Application and Agreement, Compensation Plan, Terms and Conditions, and Policies and Procedures) and its prices and product offering in its sole and absolute discretion. The Company shall provide or make available to all Charter Members a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official website; (2) electronic mail (e-mail); (3) fax-on-demand; (4) voice mail system broadcast; (5) inclusion in Company periodicals; (6) inclusion in product orders or bonus checks; or (7) special mailings from the Company. The most current and controlling version will be located at www..com. It is the responsibility of all Charter Members to regularly review www..com for the most recently published amendment(s). Once the amendment(s) are published, the Charter Member(s) may elect to accept the amendment(s) or reject them. If the Charter Member rejects them, their Agreement will terminate and will not be renewed. If the Charter Member continues to purchase or sell Company products, pay monthly membership fees, enroll and/or accept rebates, commissions or bonuses from , such actions shall be deemed acceptance of any amendments.

2.4 – Delays

shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees or orders.

2.5 – Severability

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised part of the Agreement.

2.6 – Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a Charter Member. No failure of to exercise any right or power under the Agreement or to insist upon strict compliance by a Charter Member with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of ’s right to demand exact compliance with the Agreement. Waiver by can be affected only in writing by an authorized officer of the Company. ’s waiver of any particular breach by an Charter Member shall not affect or impair ’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Charter Member. Nor shall any delay or omission by to exercise any right arising from a breach affect or impair ’s rights as to that or any subsequent breach. The allegation or existence of any claim or cause of action of a Charter Member against shall not constitute a defense to ’s enforcement of any term or provision of the Agreement.

SECTION 3 – BECOMING A CHARTER MEMBER

RULES OF CONDUCT

Charter Members promise to:

  1. Handle themselves and their operations and conduct as a Charter Member honestly, morally and legally.
  2. Keep their activities honorable to reflect well on themselves and on .
  3. Speak well of , as well as competitors.
  4. Honestly present the product and offering in keeping with what is set forth in the literature.
  5. Explain the Compensation Plan honestly and completely as set forth in the corporate materials.
  6. Respect the privacy of others and keep their personal earnings and the earnings of others private.
  7. Take their Enroller and Upline responsibilities seriously, including, without limitation, readily training, aiding and supporting those in their Downline.
  8. Abide by the product guarantee and return policies for themselves and for their customers.
  9. Respect the professional relationships between and any of its advisors, endorsers or affiliates by speaking of them appropriately as set forth in the policies and refraining from making contact with them.
  10. Direct all media inquiries to .
  11. Maintain professional business relationship and avoid conflicts of interest with other Charter Members their Enrollees.
  12. Adhere to the Agreement.
  13. Conduct their Charter Membership professionally in order to help protect the opportunity for all.

3.1 – Requirements to Become a Charter Member

To become a Charter Member, each applicant must:

  1. Be a minimum of eighteen (18) years of age;
  2. Have a valid Social Security or Federal Tax ID number;
  3. Purchase a Membership
  4. Submit a properly completed and signed Charter Member Application and Agreement to .

The Company reserves the right to reject any applications for a new Charter Member or applications for renewal in its sole and absolute discretion. The Agreement is effective upon acceptance of the Charter Member Application and Agreement by the Company.

3.2 – Renewal of a Charter Membership

The term of the Agreement is one (1) year from the date of its acceptance by . The Agreement will automatically renew each year as long as the Charter Member is current on their Monthly Membership Subscription and provided the Charter Member is in good standing and the Agreement has not been cancelled as provided herein.

SECTION 4 – OPERATING A RNETWORK CHARTER MEMBERSHIP

4.1 – Adherence to the Compensation Plan

Charter Members must adhere to the terms of the Compensation Plan as set forth in official literature. Charter Members shall not offer the opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official literature. Charter Members shall not require or encourage other current or prospective Charter Members to participate in in any manner that varies from the program as set forth in official materials. Charter Members shall not require or encourage other current or prospective Charter Members to execute any agreement or contract other than official agreements and contracts in order to become a Charter Member. Similarly, Charter Members shall not require or encourage other current or prospective Charter Members to make any purchase from, or payment to, any individual or other entity to participate in the Compensation Plan other than those purchases or payments identified as recommended or required in official literature.

4.2 – Business Entities

A corporation, limited liability company, partnership, trust, or local equivalent may apply to be a Charter Member by submitting a Business Entity form to . If a Charter Member has enrolled online, such form must be submitted to within thirty (30) days of the online Enrollment. (If not received within the 30-day period, the Charter Member Application and Agreement shall be subject to termination.) A Charter Membership may change its status under the same Enroller from an individual to a partnership, corporation, trust or local equivalent or from one type of entity to another by requesting a Name Change Request Form and a Business Entity Form from the Compliance Department. The Business Entity form must be signed by all of the shareholders, partners, trustees, Members or owners of the relevant Business Entity. Members of the relevant Business Entity are jointly and severally liable for any indebtedness, liability or other obligation to .

4.3 – Minors

A person who is recognized as a minor in his or her state of residence may not be a Charter Member. Charter Members shall not enroll or recruit minors into the program.

4.4 – One Charter Membership per Person

Except as provided in this Section 4.4, a Charter Member may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, Member, owner or beneficiary, in only one Charter Membership. I In order to maintain the integrity of the Compensation Plan, spouses who wish to become separate Charter Members must each sign a separate Charter Member Application and Agreement.

4.4.1 – Actions of Household Members or Affiliated Individuals

If any Member of a Charter Member’s Immediate Household engages in any activity which, if performed by the Charter Member, would violate any provision of the Agreement, such activity will be deemed a violation by the Charter Member and may take disciplinary action pursuant to the Agreement against the Charter Member. Similarly, if any individual associated in any way with a Business Entity (collectively “Affiliated Individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and may take disciplinary action against the Business Entity.

4.5 – Independent Contractor Status

Charter Members are independent contractors, not employees of the Company. Charter Members are not purchasers of a franchise or a business opportunity. The Agreement between and its Charter Members does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Charter Member. A Charter Member is responsible for paying all applicable local, state and federal taxes due from all compensation earned as a Charter Member of the Company. A Charter Member has no authority (expressed or implied) to bind the Company to any obligation. Each Charter Member shall establish his or her own goals, hours and methods of sale, so long as he or she complies with the terms of the Agreement and all applicable laws.

4.6 – Enrolling

All active Charter Members in good standing may enroll others into the program. Each prospective Customer or Charter Member has the ultimate right to choose his or her own Enroller. If two Charter Members claim to be the Enroller of the same new Charter Member or Customer, the Company shall presume that the first application received by the Company is controlling.

4.7 – Changes to a Charter Membership

4.7.1 – General

Each Charter Member must immediately notify of all changes to the information contained on his or her Charter Member Application and Agreement. Charter Members may modify their existing Charter Member Application and Agreement (i.e., change Social Security number to Federal I.D. number, or change the form of ownership from an individual proprietorship to a Business Entity owned by the Charter Member) by submitting a written request for a Name Change Request Form, a properly executed Charter Member Application and Agreement, and appropriate supporting documentation. may, at its discretion, require notarized documents before implementing any changes to a Charter Membership. Please allow thirty (30) days after the receipt of the request by for processing.

4.7.2 – Addition of Co-Applicant

Expect as is provided in Section 4.2, only one individual may hold ownership interest in a Charter Membership.

4.7.3 – Change of Enroller

To protect the integrity of all Marketing Organizations and safeguard the hard work of all Charter Members, strongly discourages changes in Enrollers. Maintaining the integrity of placement is critical for the success of every Charter Member and Marketing Organization. Accordingly, the transfer request of a Charter Membership from one Enroller to another is subject to review and any change will be at the sole discretion of the Company.

The Charter Member seeking to transfer/change submits a properly completed and fully executed Enroller Change Request Form, which includes the written approval of his or her Enroller and immediate five (5) Enroller Upline Charter Members. Photocopied or facsimile signatures are not acceptable. The Charter Member who requests the transfer must submit a processing fee for administrative charges and data processing.Downline Charter Members will not be moved with the transferring/changing Charter Member unless all of the requirements of this section are met.

Additionally, a change of enroller will be considered in the following two (2) circumstances: In cases involving fraudulent inducement or unethical sponsoring, a Charter Member may request that he or she be transferred/changed to another organization with his or her entire Marketing Organization intact. All requests for transfer/change alleging fraudulent enrollment practices shall be evaluated on a case-by-case basis and will be made at the sole discretion of the Company.

Transferring/changing Charter Members must allow thirty (30) days after the receipt of the Enroller Change Request Form by for processing while a decision is being made.

4.7.4 – Change of Team Building Structure Sponsor

Changes to the placement of a Charter Member in the Team Building Structure are prohibited.

4.7.5 – Cancellation and Reapplication

A Charter Member may change Marketing Organizations by voluntarily cancelling his or her Charter Membership and remaining inactive (i.e., no purchases of products for resale, no sales of products, no enrolling, no attendance at any functions, participation in any other form of Charter Member activity, or operation of any other Charter Membership) for six (6) full calendar months. Following the six (6) month period of inactivity, the former Charter Member may reapply under a new Enroller. will consider waiving the six (6) month waiting period under exceptional circumstances. Such requests for waiver must be submitted to in writing.

4.8 – Roll-up of Marketing Organization

When a vacancy occurs in a Marketing Organization due to the termination of a Charter Membership, no roll-up of Marketing Organization (compression) will occur.

4.9 – Sale, Transfer or Assignment of a Charter Membership

Although a Charter Membership is a privately owned, independently operated membership, the sale, transfer or assignment of a Charter Membership results in Voluntary Cancellation and is subject to certain limitations. If a Charter Member wishes to sell his or her Charter Membership, the following criteria must be met:

  1. If the buyer is an active Charter Member, he or she must first cancel and wait at least six (6) months before becoming eligible to purchase another Charter Membership. This requirement may be waived if the existing Charter Member share the same Enroller of selling Charter Member position.
  2. The transaction must be approved by in its sole discretion.
  3. The selling Charter Member must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a Charter Membership.
  4. Prior to selling a Charter Membership, the selling Charter Member must notify , in writing, of his or her intent to sell the Charter Membership. No changes in line of enrollment can result from the sale or transfer of a Charter Membership.
  5. The selling Charter Membership is deemed to have voluntarily Cancelled. Seller must wait for a period of six (6) months from the date of the sale, transfer or assignment of their Charter Membership before her or she will be eligible to again enroll as a Charter Member.

4.10 – Separation of a Charter Membership

Charter Members sometimes operate their Charter Memberships as husband and wife through a Business Entity. At such time as a marriage ends, or a Business Entity dissolves, arrangements must be made to assure that any separation or division of the Business Entity is accomplished so as not to adversely affect the interests and income of other Charter Members upline or downline of the distributorship. If the separating parties fail to provide for the best interests of other Charter Members and the Company, may involuntarily and immediately terminate the Agreement. Under no circumstances will the Downline of divorcing or legally separating spouses or a dissolving Business Entity be divided based on the requests or desires of the divorcing or legally separating parties. Similarly, under no circumstances will split commission and bonus checks between divorcing or legally separating spouses or Members of dissolving Business Entities. will recognize only one downline and will issue only one commission check per Charter Membership per commission cycle. Commission payments shall be issued to the individual or Business Entity on the Membership. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the Charter Membership, commissions will continue to be paid to the Member on the account. If a former spouse or a former Affiliated Individual has completely relinquished all rights in their original Charter Membership, they are thereafter free to Enroll under any Enroller of their choosing, so long as they meet the waiting period requirements set forth in Section 4.7.5. In such case, however, the former spouse or partner shall have no rights to any downline in their former Marketing Organization. The former spouse or partner must develop the new Marketing Organization in the same manner as would any other new Charter Member.

4.11 – Succession

Upon the death of or incapacitation of a Charter Member, his or her Charter Membership may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Charter Member should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Charter Membership is transferred by a will or other testamentary process, the legal successor in interest acquires the right to collect all Financial Distributions (as defined in Section 12) of the deceased Charter Member’s Marketing Organization provided the following qualifications are met.

The successor(s) in interest must:

  1. Execute a Charter Member Application and Agreement;
  2. Comply with terms and provisions of the Agreement;
  3. Meet all of the qualifications for the deceased Charter Member‘s status;
  4. Financial Distributions of a Charter Membership transferred pursuant to this Section 4.11 will be paid in a single check jointly to the legal successor(s) in interest. Such successor(s) must provide with an “address of record” to which all Financial Distributions checks will be sent.
  5. If the Charter Membership is bequeathed to multiple legal successors in interest, they must form a Business Entity and acquire a federal taxpayer identification number. will issue all Financial Distributions and a Form 1099 as required by the IRS.

4.12 – Transfer Upon Death of a Charter Member

To effect a testamentary transfer of a Charter Membership, the successor in interest must provide the following to :

  1. A certified copy of the death certificate;
  2. A notarized copy of the will or other instrument establishing the successor’s right to the Charter Member account; and
  3. A completed and executed Charter Member Application and Agreement.

If the successor in interest is already a Charter Member, the Company may grant exception to the one Member Account per Person rule upon written request from the successor in interest.

4.13 – Transfer Upon Incapacitation of a Charter Member

To effect a transfer of a Charter Membership because of incapacity, a legally appointed representative must provide the following to : (1) a notarized copy of an appointment as trustee or other legally appointed representative; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the Charter Membership; and (3) a completed Charter Member Application and Agreement executed by the trustee. If the representative in interest is already a Charter Member, the Company may grant exception to the Member Account per Person rule upon written request from the representative in interest.

4.14 – Errors or Questions

If a Charter Member or Customer has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, credit card charges, or enrollments, the Charter Member or customer must notify in writing within sixty (60) days of the date of the purported error or incident in question. will not be responsible for any errors, omissions or problems not reported to the Company within sixty (60) days of the purported error or incident in question.

SECTION 5 – RESPONSIBILITIES OF CHARTER MEMBERS

5.1 – Change of Address, Telephone or E-mail

To ensure timely delivery of products, support materials and commission checks, it is critically important that ’s files are current. Charter Members planning to move should send any change of address, telephone or e-mail to ’s Corporate Offices. If a Charter Member is presently on the Subscription program, the Subscription will automatically be updated to the new address. If more than one change of address notice or Subscription Agreement has been submitted to , the most recent one will supersede previous notices or Agreements. Please allow thirty (30) days after the receipt of the notice or Agreement by for processing.

5.2 – Continuing Development Obligations

5.2.1 – Ongoing Training

Successful Charter Members perform a bona fide assistance and training function to ensure that their downline is properly operating their Charter Membership. Successful Charter Members have ongoing contact and communication with the Charter Members in their Downline Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail and the accompaniment of downline Charter Members to meetings, training sessions and other functions. Successful upline Charter Members also motivate and train new Charter Members in product knowledge, effective sales techniques, the Compensation Plan and compliance with the Company Policies and Procedures. Communication with and the training of Downline Charter Members must not, however, violate Section 8.1 (regarding the development of Charter Members in their Downline Organizations) to ensure that Downline Charter Members do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request by , every Charter Member should be able to provide documented evidence to of his or her ongoing efforts as a mentor and an Enroller.

5.2.2 – Increased Training Responsibilities

As Charter Members progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge and understanding of the program. They may be called upon from time to time to share this knowledge with lesser experienced Charter Members within their Marketing Organization.

5.2.3 – Ongoing Sales Responsibilities

Regardless of their level of achievement, successful Charter Members are continually and personally promoting sales through the generation of new customers, through servicing and selling to their existing Customers.

5.3 – Non-Disparagement

wants to provide its Charter Members with the best products, Compensation Plan and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the . Charter Members should not, however, disparage, demean or make negative remarks about , other Charter Members, ’s products, the Compensation Plan, or ’s directors, officers or employees.

5.4 – Providing Documentation to Applicants

An Enroller must provide the most current version of the Policies and Procedures and the Compensation Plan to the individual(s) whom he or she is considering to enroll to become a Charter Member before such applicant signs an Charter Member Application and Agreement. Current copies of the Policies and Procedures and the Compensation Plan may be found on the official website.

5.5 – Reporting Policy Violations

Charter Members who become aware of a policy violation by another Charter Member should submit a written report of the violation directly to the attention of the Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved and any supporting documentation should be included in the report.

5.6 – No Claims of Special Privileges

No claims may be made or implied that any Charter Member has advantages with or special privileges with the Company or is in any way exempt from the same obligations and requirements of every other Charter Member.

SECTION 6 – CONFLICTS OF INTEREST

Charter Members may participate in other direct selling or network marketing or multilevel marketing ventures (collectively “Network Marketing Ventures”), and Charter Members may engage in selling activities related to non- products and services if they desire to do so. If a Charter Member elects to participate in another Network Marketing Venture, in order to avoid conflicts of interest and loyalties, Charter Members must adhere to the following:

6.1 – Non-Solicitation

During the term of the Agreement, a Charter Member shall not engage in any actual or attempted recruitment or enrollment of a Charter Member for other Network Marketing Ventures, either directly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of another Network Marketing Venture to any Charter Member or Customer, or implicitly or explicitly encouraging any Charter Member or Customer to join another Network Marketing Venture.

  1. For a period of two (2) years following Cancellation the former Charter Member is strictly prohibited from recruiting any Charter Member or Customer for another Network Marketing Venture. By signing the Charter Member Application and Agreement, each Charter Member acknowledges and agrees that the Company is trying to protect legitimate business interests by this prohibition and such prohibition is reasonable in its scope and duration.
  2. During the term of the Agreement, a Charter Member may not:
    1. Produce, offer or transfer any literature, tapes, CDs, DVDs or other promotional material of any nature for another Network Marketing Venture which is used by the Charter Member or any third person to recruit Charter Members or Customers for that Network Marketing Venture;
    2. Sell, offer to sell, or promote any competing non- products or services to Independent Distributors or Customers (any product in the same generic product category as a product is deemed to be competing (e.g., any nutritional supplement is in the same generic category as ’s products, and is therefore a competing product, regardless of differences in cost, quality, or content);
    3. Offer products or promote the Compensation Plan in conjunction with any non- products, services, business plan, opportunity or incentive; or
    4. Offer any non- products, services, business plan, opportunity or incentive at any meeting, seminar, launch, convention or other function, or immediately following such event.

6.2 – Targeting Other Direct Sellers

does not encourage Charter Members to target the sales force of another direct sales company to sell products to become Charter Members for , nor does encourage Charter Members to solicit or entice Members of the sales force of another direct sales company to violate the terms of their contract with such other company.

6.3 – Cross-Sponsoring

Actual or attempted cross-sponsoring is strictly prohibited. “Cross-Sponsoring” is defined as the enrollment of an individual or entity that already has a current customer or Charter Member Application and Agreement on file with , or that has had such an agreement within the preceding six (6) calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy or any other provision of the Agreement is strictly prohibited. Charter Members shall not demean, discredit or defame another Charter Member in an attempt to entice another Charter Member to become part of the first Charter Member’s Marketing Organization. Notwithstanding the foregoing, this policy shall not prohibit the transfer of a Charter Membership in accordance with Section 4.9. If Cross-Sponsoring is discovered, it must be brought to the Company’s attention immediately. may take action against the Charter Member who changed Marketing Organizations and/or those Charter Members who encouraged or participated in the Cross-Sponsoring. may also move all or part of the offending Charter Member’s downline to his or her original Downline organization if the Company deems it equitable and feasible to do so. However, is under no obligation to move the Cross-Sponsored Charter Member’s Downline Organization, and the ultimate disposition of the Marketing Organization remains within the sole discretion of . Charter Members waive all claims and causes of action against arising from or relating to the disposition of the Cross-Sponsored Charter Member’s Downline Organization.

6.4 – Holding Applications or Orders

Charter Members must not manipulate enrollments of new applicants and the purchase of products. All Charter Member Applications and Agreements, and product orders must be sent to within forty-eight (48) hours from the time they are signed by a Charter Member or placed by a Retail Customer, respectively (see Section 6.5 “Stacking”).

6.5 – Stacking

“Stacking” is strictly prohibited. The term Stacking includes:

  1. the failure to transmit to or the holding of an Charter Member Application and Agreement in excess of two (2) business days after its execution (see Section 6.4); and/or
  2. enrolling fictitious individuals or Business Entities into the program (see Section 10.4 “Bonus Buying Prohibited”).

SECTION 7 – COMMUNICATION AND CONFIDENTIALITY WITHIN A RNETWORK CHARTER MEMBERSHIP

7.1 – Downline Activity Reports

Downline Activity Reports may be available for Charter Member access and viewing at ’s official website. Charter Member 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 and are owned exclusively by . If provided, Downline Activity Reports to Charter Members are strictly confidential and are made available to Charter Members for the sole purpose of assisting Charter Members in working with their respective Downline Organizations in the development of their Charter Membership. Charter Members should use their Downline Activity Reports to assist, motivate and train their Downline Charter Members and support their customers. The Charter Member and acknowledge and agree that, but for this agreement of confidentiality and nondisclosure, would not provide Downline Activity Reports to the Charter Member. A Charter Member shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

  1. Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;
  2. Directly or indirectly disclose the password or other access code to his or her Downline Activity Report;
  3. Use the information to compete with or for any purpose other than promoting his or her Charter Membership;
  4. Recruit or solicit any Charter Member or Customer of listed on any Downline Activity Report, or in any manner attempt to influence or induce any Charter Member or Customer, to alter their business relationship with ;
  5. 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 ndependent Distributor will return the original and all copies of Downline Activity Reports to the Company; and
  6. It is a violation of these Policies and Procedures for a Charter Member or a third party to access this data via reverse engineering, keystroke monitoring or by any other means.

7.2 – Communication Opt-in

Charter Member agrees that or a party acting on its behalf may contact you by telephone using automated technology (e.g., an auto-dialer or pre-recorded messaging), text messaging or email. You consent and agree to contacting you in this manner at the telephone number(s) or email address that you provided or as updated. You understand that your carrier’s standard rates may apply for calls and text messages. You understand that you may opt-out of receiving text messages at any time by replying “STOP”. You understand that your consent is not a condition of purchase. You consent and agree to the privacy policy when you sign and submit this Membership Agreement.

SECTION 8 – ADVERTISING

8.1 – General

In order to safeguard and promote the good reputation and established brands of and its products and ensure that the promotion of , the opportunity, the Compensation Plan, and products are consistent with the public interest and avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices, all Charter Members are encouraged to use the sales aids and support materials produced by . The Company has carefully designed its products, product claims, Compensation Plan and promotional materials to ensure that the presentation of each aspect of is fair, truthful, substantiated and complies with the vast and complex legal requirements of federal, state and other applicable local laws.

8.1.1 – Approval of Materials

In the event that an experienced Charter Member produces supplemental marketing material of any kind including, but not limited to, advertisements of any media type, flyers, brochures, CDs, audio recordings, posters, or banners, requires that such be submitted to the Company’s Compliance Department for approval before it may be used or made public. All such proposed materials may be submitted to the company for approval. Unless the Charter Member receives specific written approval to use such materials the request shall be deemed denied. Also, reserves the right, at its discretion, to edit or discontinue previously approved Charter Member materials. All such materials may not be sold and may only be offered free of charge. Using unapproved materials is strictly prohibited and may, at the discretion of the be subject to disciplinary action up and including Termination.

8.1.2 – Right to Rescind

further reserves the right to rescind approval for any sales tools, promotional materials, advertisements or other literature, and Charter Members waive all claims for damages or remuneration arising from or relating to such rescission.

8.1.3 – Strict Compliance Required

Charter Members may not make any claims stating that documents or materials that they have written or produced have been given approval from the Compliance Department or that they are “compliance approved” even if they have received approval through the Compliance Department for their marketing materials. As these compliance policies are vital to the long-term stability of and the preservation of the opportunity for all, violations of these policies will be strictly enforced. Failure to obtain approval for supplemental marketing materials of any kind and/or failure to implement the policies in any material may result in any of the actions set forth in Section 14.1 including, without limitation, the following:

  1. Formal warning letter and/or probation;
  2. Suspension of commissions;
  3. Termination of the Charter Member Agreement; and/or
  4. Possible litigation.

8.2 – Trademarks and Copyrights

No Charter Member shall use ’s trade names, trademarks, designs, or symbols without ’s prior, written permission. For example, except in limited circumstances specifically addressed herein, Charter Members may not use or attempt to register “,” “Revv”, “Revv Card” or any of ’s trademarks, other product names or any derivatives thereof connected with the Company for use in any Internet domain name, Internet/search engine adwords (see Section 8.5.17 “Search Engines”), social pages or blogs, e-mail address, user name, team names, telephone numbers or any other address or title or online aliases that could cause confusion or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from or is the property of . Charter Members may not produce for sale or distribution any recorded Company events or speeches without the prior written permission from . Charter Members may not reproduce for sale or other use any recording of Company produced audio or digital media presentations. The names “” and other names as may be adopted by are examples of proprietary Company trade names, trademarks and service marks. As such, these marks are of great value to and are supplied to Charter Members for their use only in an expressly authorized manner. Use of ’s marks on any item not produced by the Company is prohibited except as follows:

Charter Member’s Name
® Charter Member

All Charter Members must list themselves as a “ Charter Member” in any advertising medium under their own name. No Charter Member may place, use or display ads using ’s name or logo.

Charter Members may not answer the telephone by saying “,” “, LLC,” or in any other manner that would lead the caller to believe that he or she has reached corporate offices of . Similarly, Charter Members are prohibited from using the names of persons or companies, trademarks, designs or symbols to further their Charter Membership without the written consent of the owner.

8.3 – Unauthorized Claims and Actions

8.3.1 – Indemnification

A Charter Member is fully responsible for all of his or her verbal and written statements made regarding products and the Compensation Plan which are not expressly contained in official materials. Charter Members agree to indemnify and its directors, officers, employees and agents, and hold them harmless from any and all liability including, but not limited to, judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by as a result of the Charter Member’s unauthorized representations or actions. This provision shall survive the termination of the Agreement.

8.3.2 – Product Claims

No claims any products offered by may be made except those contained in official materials. A Charter Member that provides product experience testimonials in any medium should use care to disclose their affiliation with , i.e., Charter Member, be honest in their testimonial personal experience and assert that they are not claiming that their experience is the typical result experienced by consumers.

8.3.3 – Income Claims

It is important that all Charter Members are fully informed and have realistic expectations concerning the income opportunity associated with being a Distributor. Therefore, it is important that Charter Members not make any claims, specific or implied, regarding the income opportunity that are false or misleading, including income guarantees of any kind.

As to lifestyle claims (e.g., my business allowed me to buy a boat, quit my job, purchase a new home, etc.), Charter Members may only make such claims if the following conditions are met:

  1. The information must be accurate and not misleading;
  2. The information must be based on their experience and actual compensation level, or be consistent with information in Company Support Materials.

Hypothetical income examples that are used to explain the operation of the Compensation Plan and which are based solely on mathematical projections, may be made to prospective Charter Members, so long as the Charter Member who uses such hypothetical examples makes clear to the prospective Charter Member(s) that such earnings are hypothetical.

If the prepares and discloses any form of an “Income Disclosure Document” When any compensation claim is made, Earnings, Lifestyle, Hypothetical, or otherwise, the Charter Member must simultaneously disclose in immediate proximity the most recent Income Disclosure Document prepared by the Company.

8.3.4 – Use of Celebrity Names and Likeness

No names or likeness of a celebrity may be published by Charter Members in association with without prior written approval of .

8.3.5 – Governmental Approval or Endorsement

Government regulatory agencies do not approve or endorse any direct selling or network marketing companies or programs. Therefore, Charter Members shall not represent or imply that or its Compensation Plan has been “approved,” “endorsed” or otherwise sanctioned by any government agency.

8.4 – Mass Media

8.4.1 – Promotions Utilizing Mass Media Prohibited

Except as otherwise specifically authorized herein, Charter Members may not use any form of media or other mass communication advertising to promote the products or opportunity. This includes news stories or promotional pieces on TV shows, newscasts, entertainment shows, Internet ads, etc. Products may be promoted only by personal contact or by literature produced and distributed by the Company or by Charter Members in accordance with these Policies and Procedures. Charter Members may place generic opportunity advertisements in jurisdictions allowing that type of advertisement, but only in accordance with the Policies and Procedures of the Company and in compliance with applicable law.

8.4.2 – Media Interviews

Charter Members may not promote the Products or opportunity through interviews with the media, articles in publications, news reports, press releases or any other public information, trade or industry information source, unless specifically authorized, in writing, by the Company. This includes private, paid Membership or “closed group” publications.

Charter Members may not speak to the media on the Company’s behalf and may not represent that they have been authorized by the Company to speak on its behalf. All media contacts or inquiries should be immediately referred to the Marketing Communications Department of the Company.

8.5 – Internet

8.5.1 – General

Regardless of compliance with the policies and procedures set forth herein, all Charter Members are personally responsible for their online postings and all other online activity that relates to . Therefore, even if a Charter Member does not own or operate a blog or social media site, if a Charter Member posts to any such site that relates to or which can be traced to , the Charter Member is responsible for the posting and must act in a way that builds, strengthens and enhances ’s reputation, image and standing in the community. Charter Members are also responsible for postings which occur on any external website that the Charter Member owns, operates or controls. R Network Charter Members must disclose their full names on all relevant social media profiles that relate to and its products or business, and each must conspicuously identify himself or herself as a “ Charter Member.” Anonymous postings or use of an alias is prohibited.

Charter Members must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. Determination of what is inappropriate is at ’s sole discretion, and offending Charter Members will be subject to disciplinary action. Charter Members may not use blog spam, spam-dexing or any other mass-replicated methods to leave comments on any website, blog or message board. Comments Charter Members create or leave online must be useful, unique, relevant and specific to the blog’s article.

As a general rule, Charter Members may not use any geographic references in the page names/titles or URLs of their -related social media or external websites. For purposes of clarification and the avoidance of doubt, other than for a Default URL or an approved amendment to a Default URL, Charter Members may not use the terms “,” “Protandim” or any derivation thereof, in any external website address or related URL (e.g., www.JoeRNetwork.com or www.blogspot.RNetworkofstlouis.com). Any External Website which contains “” or other product and program names, or any derivation thereof in the URL, must be transferred to or closed/terminated upon demand by . In no event may the Charter Member sell such domain name to any third party without the prior express written consent of .

8.5.2 – Charter Member Websites

If a Charter Member desires to utilize an Internet web page to promote his or her Charter Membership, he or she may do so only through the Company’s replicated website program, using the official template. This program permits Charter Members to advertise on the Internet and to use a home page design that can be personalized with the Charter Member’s contact information. These websites give the Charter Member a professional and Company-approved presence on the Internet. Online sales may only be generated from a Charter Member’s replicated website. A Charter Member shall not use “blind” ads on the Internet that make product or income claims which are ultimately associated with products, the opportunity or the Compensation Plan.

8.5.3 – Social Media and Other Internet Use

Charter Members may use the Internet, social networking sites, blogs, social media and applications, and other sites that have content that is based on user participation and user-generated content, forums, wikis and podcasts to do the following:

  1. Communicate preliminary information about or their involvement with ;
  2. Direct users to their replicated website; and
  3. Post -produced business support materials from corporate sources or downloaded from ’s virtual office library.

Such use is permitted provided that it (1) is incidental to the primary use of the website or forum, (2) does not contain any false or misleading information about , its products or business opportunities, and (3) conforms to the other policies set forth herein, including, without limitation, the policies related to the use of ’s trademarks, trade names and other intellectual property.

8.5.3.1 – The Official Public Facebook (or similar) Pages

has an official public Facebook page which it uses to invite potential customers and investors to investigate the Company. It is not intended to be used by Charter Members to sell product or promote their business or to interact with other members or consumers. As such, Charter Members may not place linking information on the public Facebook page, nor may they post any pricing, promotions, marketing material, sales, advertisements, or announcements relating to their businesses. reserves the right to remove any messages posted on the official Company Facebook page as determined in its sole discretion.

8.5.4 – Use of Third-Party Intellectual Property

If Charter Members use the trademarks, trade names, service marks, copyrights or intellectual property of any third party in any online posting, it is their responsibility to ensure that they have received the proper license to use such intellectual property and pay the appropriate license fee. All third-party intellectual property must be properly referenced as the property of the third party, and the Charter Member must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.

8.5.5 – Respecting Privacy

Charter Members must always respect the privacy of others in their postings. They must not engage in gossip or advance rumors about any individual, company or competitive products or services. Charter Members may not list the names of other individuals or entities on their postings unless they have the written permission of the individual or entity that is the subject of their posting.

8.5.6 – Professionalism

Charter Members must ensure that their postings are truthful and accurate. This requires that they fact-check all material they post online. They should also carefully check their postings for spelling, punctuation and grammatical errors. Use of offensive language is prohibited.

8.5.7 – Prohibited Postings

Charter Members may not make any postings or link to any postings or other material that:

  1. Is sexually explicit, obscene or pornographic;
  2. Is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
  3. Is graphically violent, including any violent video game images;
  4. Is solicitous of any unlawful behavior;
  5. Engages in personal attacks on any individual, group or entity; or
  6. Is in violation of any intellectual property rights of the Company or any third party.

8.5.8 – Responding to Negative Online Posts

Charter Members should not converse with one who places a negative post against them, other Charter Members or . They should report negative posts to the Company. Responding to such negative posts simply fuels a discussion with persons carrying a grudge that does not hold themselves to the same high standards as , and therefore damages the reputation and goodwill of .

8.5.9 – Cancellation of Your Business

If a Charter Member’s business is cancelled for any reason, he or she must discontinue using the name, and all of ’s trademarks, trade names, service marks and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all external websites that he or she utilize. If a Charter Member’s post on any social media site on which they have previously identified themselves as a Charter Member representative, they must conspicuously disclose that they are no longer an Charter Member.

8.5.10 – E-mail

Charter Members must use the following disclaimers within any email correspondence when discussing Network or the opportunity or program:

The sender of this email is a Charter Member of and as such is an independent contractor of . Charter Members are not employees of . This email message (including attachments) contains information which may be confidential and/or legally privileged. Unless you are the intended recipient, you may not use, copy or disclose to anyone the message or any information contained in the message or from any attachments that were sent with this email. If you have received this email message in error, please advise the sender by email, and delete the message. Unauthorized disclosure and/or use of information contained in this email may result in civil and criminal liability.

8.5.11 – Online Classifieds

Current and former Charter Members may not use online classifieds (including, but not limited to, Craigslist) to list, sell or retail specific products or the opportunity.

8.5.12 – Online Auctions and Online Retailing

’s products and program may not be listed or offered for sale on: (1) eBay or any other online auctions; or (2) any retail store or ecommerce site (including without limitation Amazon.com or similar online retailers), with the exception of the Charter Member’s own Replicated Website.

8.5.13 – Diversion and Sale to Unauthorized Resellers

For the safety and satisfaction of those who use products, and to protect the lawful business interests of and its distributors, strictly prohibits the sale of its products to third-parties who will in turn resell the products through any means. Charter Members may not, under any circumstances: (1) enlist or allow a third-party to sell products using the Internet (including without limitation through the use of any online retail store, ecommerce site, or auction site); or (2) sell or provide products to any third-party that the Charter Member knows or has reason to believe will sell such products over the Internet.

8.5.13(a) – Liquidated Damages.

In the event of any breach of the provisions set forth in paragraphs 8.5.12 or 8.5.13, the Charter Member will be liable for liquidated damages in the amount of ten (10) times the full retail price of any goods sold in violation of this Agreement. In so agreeing, the parties acknowledge and understand that the harm flowing to from any such breach may be irreparable or extremely difficult to quantify.

8.5.13(b) – Injunctive Relief.

In addition to (and not in lieu of) any other remedy available to it under this Agreement, shall have the right to seek immediate, ex parte injunctive relief against the Charter Member to remedy any violation of paragraphs 8.5.12 and 8.5.13 of this Agreement.

8.5.13(c) – Cooperation with Investigations.

To assist in the important task of identifying the source(s) of potentially diverted product, Charter Member agrees that, upon written request from , the Charter Member will promptly provide with a list of all persons to whom the Charter Member has sold products. Charter Member shall keep up-to-date records of such sales, and shall obtain identifying information on all persons to whom products are sold. Furthermore, the Charter Member will promptly suspend all sales or shipments of products to any person that identifies in writing as a possible diverter of products.

8.5.14 – Spam Linking

Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spam-dexing. Any comments a Charter Member makes on blogs, forums, guest book, etc., must be unique, informative and relevant.

8.5.15 – Digital Media Submission (e.g., YouTube, iTunes, PhotoBucket, etc.)

Charter Members may not upload, submit or publish -related video, audio or photo content to any website.

8.5.16 – Paid Search Marketing & Search Engine Optimization.

No paid search marketing will be allowed without the prior written permission of . Paid search marketing encompasses all the paid search marketing methods, tactics and processes by which an online marketer can increase the likelihood of its website appearing, and possibly ranking highly in the organic (non-paid for) search engine results. Paid search marketing includes but is not limited to pay-per-click (PPC), cost-per-click (CPC), cost-per-impression (CPM), cost-per-inclusion (CPI), search engine marketing (SEM), sponsored listings, paid-for placement, and Google AdWords and Yahoo Bing Network SEO services.

8.6 – Spamming and Unsolicited Faxes

Except as provided in these Policies and Procedures, Charter Members may not send or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail or “spamming” relative to the operation of their Charter Memberships. The terms “unsolicited faxes” and “unsolicited e-mail” mean the transmission via telephone, facsimile or electronic mail, respectively, of any material or information advertising or promoting , its products, its Compensation Plan or any other aspect of the Company which is transmitted to any person, except that these terms do not include a fax or e-mail: (1) to any recipient with that recipient’s prior express invitation or permission; or (2) to any person with whom the Charter Member has an established business or personal relationship. The term “established business or personal relationship” means prior or existing relationship formed by a voluntary two-way communication between a Charter Member and a person, on the basis of: (1) an inquiry, application, purchase or transaction by the person regarding products offered by such Charter Member; or (2) a personal or familial relationship, which relationship has not been previously terminated by either party.

8.7 – Telemarketing

The Federal Trade Commission and the Federal Communications Commission, as well as other applicable local authorities, each have regulations that restrict telemarketing practices. Many authorities have “do not call” regulations as part of their telemarketing laws. Although does not consider Charter Members to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that a Distributor’s inadvertent action of calling someone whose telephone number is listed on a “do not call” registry could cause them to violate the law. Moreover, these regulations must not be taken lightly, as they can carry significant penalties and fines, per violation. Therefore, Charter Members must not engage in telemarketing in the operation of their Charter Membership. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a product or service, or to recruit them for the opportunity. “Cold calls” made to prospective customers or Charter Members that promote either ’s products or services or the opportunity constitute telemarketing and are prohibited. In addition, Charter Members shall not use automatic telephone dialing systems or random phone lists relative to the operation of their Charter Memberships. The term “automatic telephone dialing system” means equipment which as the capacity to: (1) store or produce telephone numbers to be called using a random or sequential number generator; and (2) to dial such numbers. In addition, Charter Members acknowledge and agree to abide by telemarketing guidelines.

8.8 – Advertised Product Price

Charter Members may not advertise products at a price LESS than the suggested retail price of one (1) unit of the product. Charter Members also agree that all advertising regarding the price of Products will be truthful and will not contain misleading statements (e.g. “lowest price available” which infers that a Charter Member is able to sell the Products at a lower price than other Charter Members, etc.). Any violation of this Section 8.8 by a Charter Member shall constitute a breach of the Agreement and may result in punitive action including, but not limited to, any of the actions set forth in Section 14.

SECTION 9 – RULES AND REGULATIONS

9.1 – Identification

All Charter Members are required to provide their Social Security Number, Federal Employer Identification Number, or equivalent government issued identification number, to on the Charter Member Application and Agreement. Upon enrollment, the Company will provide a unique Charter Member Identification Number to the Charter Member by which he or she will be identified. This number will be used to place orders and track financial distributions.

9.2 – Income Taxes

Each Charter Member is responsible for paying all applicable local, state, and federal taxes on any income generated as a Charter Member. If a Charter Membership is tax exempt, the Federal tax identification number must be provided to . Every year, will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. distributor who: (1) had earnings of over $600 in the previous calendar year; (2) made purchases during the previous calendar year in excess of $5,000; or (3) earned an incentive award trip.

9.3 – Insurance

9.3.1 – Business Pursuits Coverage

Charter Members may wish to arrange insurance coverage for their Membership. Often a homeowner’s insurance policy does not cover business-related injuries or the theft of or damage to inventory or business equipment. Charter Members should contact their insurance agent to make certain that their relevant property is protected. In the U.S., this can often be accomplished with a simple “Business Pursuit” endorsement attached to their present homeowner’s policy.

9.4 – International Marketing

Charter Members are authorized to enroll Customers, or Charter Members only in countries in which is authorized to conduct business as announced in Official Materials or on the Company website.

9.4.1 – International Marketing Definitions

9.4.1.1 – Un-Authorized Markets (Pre-Market)

Prior to the official opening of a country, permissible Charter Member activity is limited to providing business cards and conducting, organizing or participating in meetings with no more than five (5) attendees, including the Charter Member. Other attendees must be personal acquaintances or acquaintances of personal acquaintances. These meetings must be held in a home or a public establishment but may not be held in a private hotel room. Charter Member Pre-Market opening conduct prohibited in all markets includes but is not limited to:

9.4.1.1.1 – All cold-calling techniques (soliciting persons who are not prior personal acquaintances of the contacting Charter Member) are strictly prohibited in unauthorized markets;

9.4.1.1.2 – Importing or facilitating the importation of, selling, gifting or distributing in any manner, Company products, services or product sample(s);

9.4.1.1.3 – Placing any type of advertisement or distributing any promotional materials regarding the Company, its products or the opportunity, except for official material specifically authorized for distribution in unopened markets as designated by the Company;

9.4.1.1.4 – Soliciting or negotiating any agreement for the purpose of committing a citizen or resident of an unopened market to the opportunity, a specific Enroller or specific line of sponsorship. Furthermore, Charter Members may not sign up a citizen or resident of unopened markets in an Authorized Country or by using the Charter Member Agreement forms from an Authorized Country, unless the citizen or resident of the unopened market has, at the time of sign-up, permanent residence and the legal authorization to work in the Authorized Country. It is the enrolling Charter Member’s responsibility to ensure compliance with residency and work authorization requirements. Membership or participation in, or ownership of a corporation, partnership or other legal entity in an Authorized County does not by itself fulfill the residency or legal authorization to work requirements. If a participant to a Charter Membership fails to provide verification of residency and work authorization when requested by the Company, the Company may, at its election, declare the Distributor Agreement void from its inception;

9.4.1.1.5 – Accepting money or other consideration, or being involved in any financial transaction with any potential Charter Member either personally or through an agent, for purposes relating to Company products or the opportunity, including renting, leasing or purchasing facilities for the purpose of promoting or conducting Company-related business;

9.4.1.1.6 – Promoting, facilitating or conducting any type of activity which exceeds the limitations set forth in the Company’s Policies and Procedures or which the Company, in its sole discretion, deems to be contradictory to the Company’s business or ethical interests in international expansion.

9.4.1.2 – Not-For-Resale (“NFR”)

Countries where residents of the country are allowed to import products for personal use only on a “not-for-resale” basis, but where the reselling of those products is prohibited.

9.5 – Adherence to Laws and Ordinances

9.5.1 – Local Ordinances

There are laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Charter Members because of the nature of their Charter Memberships. However, Charter Members must obey those laws that do apply to them. If a government official tells a Charter Member that an ordinance applies to him or her, the Charter Member shall be polite and cooperative, and immediately send a copy of the ordinance to . In most cases there are exceptions to the ordinance thatmay apply to Charter Members.

9.5.2 – Compliance with Applicable Laws

Charter Members shall comply with all federal, state and local laws and regulations in the conduct of their Charter Memberships.

9.5.2.1 – Anti-Corruption Laws

Charter Members must comply with all anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”) in the markets in which the Company does business. The FCPA requires that you never directly or indirectly (i.e. through a third party) make a payment or gift with the purpose of influencing the acts or decisions of foreign officials. There are some limited exceptions to this rule. Because the rules and exceptions relating to anti-corruption are complex, you should consult with your own legal counsel regarding questions relating to compliance with the FCPA or anti-corruption laws. For additional information regarding the Company’s policy on this matter, please refer to the Company’s Code of Business Conduct and Ethics.

SECTION 10 – SALES

10.1 – Commercial Outlets

strongly encourages the retailing and selling of its products through person-to-person contact. In an effort to reinforce this method of marketing and to help provide a standard of fairness for its Charter Member base, Charter Members may not display or sell products or literature in any retail establishment. Charter Members may, however, sell products from service establishments which see customers or clients on an appointment basis only such as hair salons, spas or chiropractic clinics, etc. will permit Charter Members to solicit and make commercial sales upon prior written approval from the Company. The term “commercial sale” means the sale of products to a third party who intends to resell such products to an end consumer.

10.2 – Trade Shows, Expositions and Other Sales Forums

Charter Members may display and/or sell products at trade shows and professional expositions. Before submitting a deposit to the event promoter, Charter Members must contact the Company in writing for conditional approval, as ’s policy is to authorize only one Charter Member per event. Final approval will be granted to the first Charter Member who submits an official advertisement of the event, a copy of the contract signed by both the Charter Member and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Compliance Department. further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services or the opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets, as these events are not conducive to the professional image wishes to portray.

10.3 – Bonus Buying Prohibited

Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes, but is not limited to the direct or indirect involvement of: (1) the enrollment of individuals or entities without the knowledge of and/or execution of a Charter Member Application and Agreement by such individuals or entities; (2) the fraudulent enrollment of an individual or entity as a Charter Member or Customer; (3) the enrollment or attempted enrollment of non-existent individuals or entities as Charter Member or Customer (see Section 6.5 “Stacking”); (4) the use of a credit card by or on behalf of a Charter Member or Customer when the Charter Member or Customer is not the account holder of such credit card; and (5) purchasing product(s) on behalf of another Charter Member or Customer or under another Charter Member’s IN, or Customer ID to qualify for commissions, bonuses or incentives.

SECTION 11 – REBATES, BONUSES AND COMMISSIONS

11.1 – Rebates, Bonuses and Commission Qualifications

A Charter Member must be active and in compliance with the Agreement to qualify for rebates, bonuses and commissions (“Financial Distributions”). So long as a Charter Member complies with the terms of the Agreement, shall pay Financial Distributions to such Charter Member in accordance with the Compensation Plan. The minimum amount for which will issue a check is $25.00.

11.1.1 – Check Processing Fee

will charge a $10.00 check processing fee for all mailed checks.

11.2.– Cancellation Within the First 30 Days

If a Charter Member chooses to cancel the Agreement within the first thirty (30) days of enrollment and also chooses to return the product that he or she has ordered, a refund will be issued for the full amount paid less any shipping and handling charges, and rebates, bonuses or commissions that were issued.

11.3 – Unclaimed Commissions and Credits

Charter Members must deposit or cash rebate, commission and bonus checks within (6) six months from their date of issuance. A check that remains uncashed after six (6) months will be void. There shall be a $25.00 charge for reissuing a check.

11.4 – Incentive Trips and Awards

From time to time, the Company may provide incentive trips and other awards to qualified Charter Members. These awards or trips may be based on title and high Charter Member performance and are provided only to the person(s) listed on a qualifying Charter Member Agreement. Notwithstanding anything to the contrary herein, and although the Company may pay some or all of the costs of such incentive trips, the Charter Member agrees to indemnify and hold harmless the Company from any claim, injury, loss or other damage sustained in association with the trip by the Charter Member and/or its guests. The Charter Member cannot make claim upon, or rely upon, any insurance policy of the Company to cover the costs and expenses of any injury, loss or other damage to the Charter Member and/or the Charter Member’s guests. The Company may be required by law to include the fair market value of any incentive awards, trips, etc. on the Charter Member’s end of the year tax report. The Charter Member is liable for all applicable taxes and agrees to hold the Company harmless from claims of tax liability relating to these incentive trips and awards. If it is discovered that the Charter Member has made any misrepresentations or has violated the Agreement in becoming eligible for these incentive trips and awards, the Company may charge the Charter Member for any costs incurred by the Company or for any benefits or awards received by the Charter Member. The Company reserves the right at its sole and absolute discretion to disallow participation for any reason it deems necessary.

11.5 – Reports

For the purposes of this Section 11.5, “” means the entity and all of its employees, officers, directors, independent contractors, Charter Members, Customers and agents.

11.5.1 – Downline Reports

Charter Member understands that regularly provides information to each of its Charter Members. This includes, but is not limited to, reports of online or telephonic Downline activity, such as personal and group sales volume, and downline sponsoring activity (the “Information”).

11.5.2 – Report Indemnification

Charter Member agrees never to assert any claim of any nature against , including its officers, directors, employees and independent contractors, that arises out of or which is in any way connected with the presentation, compilation, development, publication and dissemination by of the Information including, but not limited to a claim for lost profits, bonuses, commissions and loss of opportunity. This agreement on the part of each Charter Member extend s to any act or omission to act by such as, but not limited to, the inaccuracy, incompleteness, inconvenience, delay, or loss of the use of the Information. However, this Section 11.5.2 does not apply to claims that may arise as a result of intentional misconduct or reckless disregard of the rights of Charter Members on the part of .

SECTION 12 – ORDERING

12.1 – Non-Subscription and Subscription Customers

Charter Members are encouraged to promote ’s Non-Subscription Customer and Subscription Customer programs to their customers. Both Subscription and Non-Subscription Customers can purchase their products directly from . Customers simply call ’s toll-free order number to place their orders, which they may charge to their credit card. will send the ordered products directly to the customer. To ensure that Charter Members receive the appropriate commissions, Non-Subscription Customer and Subscription Customer may not place an order without a Charter Member’s Identification Number. Subscription Customers must also enroll in ’s Subscription program whereby the Customer will signup to have a pre-selected package of products delivered to his or her home automatically each month. (For clarification as to the difference between Non-Subscription Customer and Subscription Customers, please refer to their respective definitions under Section 13.

12.2 – General Order Policies

On mail orders with invalid or incorrect payment, will attempt to contact the Charter Member or Customer by phone and/or mail to try to obtain another payment. If these attempts are unsuccessful after five (5) working days the order will be returned unprocessed. No charge-on-delivery or C.O.D. orders will be accepted. maintains no minimum order requirements. Orders for products and sales aids may be combined.

12.3 – Shipping and Back Order Policy

will expeditiously ship any part of an order currently in stock. If, however, an ordered item is out of stock, it will be placed on back order and sent when receives additional inventory. Charter Member will be charged and commissions will be paid on back ordered items unless notified on the invoice that the product has been discontinued. will notify Charter Members and Customers if items are backordered and are not expected to ship within thirty (30) days from the date of the order. An estimated shipping date will also be provided. Back ordered items may be cancelled upon a Customer’s or Charter Member’s request. Customers and Charter Members may request a refund, credit on account, or replacement merchandise for cancelled back orders. If a refund is requested, the commission paid will “clawed back” by the amount of the refund in the month in which the refund is issued.

12.4 – Confirmation of Order

A Charter Member and/or recipient of an order must confirm that the product received matches the product listed on the shipping invoice and is free of damage. Failure to notify of any shipping discrepancy or damage within thirty (30) days of shipment waives a Charter Member’s right to request a correction.

12.5 – Product Abandonment

An order transaction is considered complete only when the order has been paid for and delivery method has been satisfied. If these conditions are not met within ninety (90) days from the date of order, we reserve the right to determine the final outcome of the order and you release us from any further obligation or liability.

12.6 - Refunds

wants you to be thrilled about your relationship with our company. As a Charter Member, you have the right to cancel your enrollment for a full refund within thirty (30) days after your initial purchase for any reason, if this meets applicable state guidelines and international guidelines. This may be done by request by contacting . No refunds may be made to a gift card.

12.6.1 -Montana Residents

Any Members that are Montana Residents must request a refund within 15 days from the date on which you enroll as a Member.

12.7 - Chargebacks

The has a strict policy with regards to chargebacks. If a Charter Member charges back any amount without having notified about their intent to cancel and not having given the company the opportunity to resolve the issue, then their account will be terminated effective immediately. If terminated for chargeback reasons, such termination is a lifetime termination with no possibility of joining the Rnetwork either as a Member or as a Charter Member.

12.7.1 - Chargeback Due to Error

If a chargeback was issue in error, the Charter Member must contact within 60 days of the date of the chargeback to resolve the error. Charter Member may be eligible to reinstate their existing account and will be charged a $25 reinstatement fee in addition to the current Charter Membership cost.

12.7.2 - Chargeback without Attempt to Resolve

If a Member never attempts to resolve their chargeback with , the terminated for chargeback reasons is a lifetime termination with no possibility of joining the Rnetwork either as a Member or as a Charter Member.

SECTION 13 – PAYMENT AND SHIPPING

13.1 – Deposits

No monies should be paid to or accepted by a Charter Member for a sale to a personal customer except at the time of product delivery. Charter Members should not accept monies from customers to be held for deposit in anticipation of future deliveries.

13.2 – Insufficient Funds

It is the responsibility of each Charter Member to ensure that there are sufficient funds or credit available in his or her account to cover the monthly Subscription order. is not obligated to contact Charter Members in regard to orders cancelled due to insufficient funds or credit. This type of order cancellation may result in a Charter Member’s failure to receive product or to meet his or her Active Qualification requirements for the month.

13.3 – Restrictions on Third Party Use of Credit Cards

A Charter Member shall not permit other Charter Members or Customers to use his or her credit card for any purchases from the Company.

13.4 – Sales Taxes

By virtue of its business operations, is required to charge sales taxes on all purchases made by Charter Members and Customers, and remit the taxes charged to the respective states. Accordingly, will collect and remit sales taxes on behalf of Charter Members, based on the suggested retail price of the products, according to applicable tax rates in the state or territory to which the shipment is destined. If a Charter Member has submitted, and has accepted, a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the Charter Member will have the responsibility to collect and remitt sales taxes to the appropriate authorities. Exemption from the payment of sales tax is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop-shipped to another state. Any sales tax exemption accepted by is not retroactive.

SECTION 14 – INACTIVITY AND CANCELLATION

14.1 – Effect of Cancellation

So long as a Charter Member remains Active and complies with the terms of the Agreement, including these Policies and Procedures, shall pay Financial Distributions to such Charter Member in accordance with the Compensation Plan. A Charter Member’s Financial Distributions constitute the entire consideration for the Charter Member’s efforts and activities related to generating sales (including building a Downline Organization) Following a Charter Member’s non-renewal of his or her Agreement (are collectively referred to as “cancelled” or “cancellation”), the former Charter Member shall have no right, title, claim or interest to the Marketing Organization which he or she operated, or any commission or bonus from the sales generated by the marketing organization. A Charter Member whose Membership is cancelled will permanently lose all rights as a Charter Member. This includes the right to sell products and the right to receive future Financial Distributions resulting from the sales and other activities of the Charter Member’s former Marketing Organization. In the event of cancellation, Charter Members agree to waive all rights they may have including, but not limited to, property rights, to their former Marketing Organization and to any Financial Distributions derived from the sales and other activities of his or her former Marketing Organization.

Following a Charter Member’s cancellation of his or her Agreement, the former Charter Member shall not hold himself or herself out as a Charter Member and shall not have the right to sell products. A Charter Member whose Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation). Charter Members may reapply as a new Charter Member in accordance with Section 4.7.5 “Cancellation and Reapplication.”

14.2 – Cancellation and Reclassification

Charter Members who personally generate less than the required Activity requirements for any pay period will not receive a commission for the sales generated through his or her marketing organization for that pay period. If a Charter Member has not enrolled a member or customer, re-sold any product, or received any commission from the sale of products for a period of twelve (12) consecutive calendar months, he or she will be reclassified as a Member. As a Member, he or she will be granted the rights and privileges afforded all Members, including but not limited to maintaining or joining an applicable subscription program, participating in any Member promotional programs and accessing other Member tools.

14.3 – Involuntary Cancellation

A Charter Members breach of any of the terms of the Agreement may result in any of the sanctions actions in Section 14.1, including the Involuntary Cancellation of his or her Distributorship and Agreement. Unless otherwise provided for in the cancellation notice, cancellation shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the Charter Member’s last known address (or fax number), or his or her attorney, or when the Charter Member receives actual notice of cancellation, whichever occurs first. Readmission, if ever granted, may be either prospective or retroactive and totally discretionary on the part of the Company.

14.4 – Voluntary Cancellation

A Charter Member has the right to cancel his or her Distributorship and Agreement at any time. Cancellation must be submitted in writing to the Company. The written notice must include the Charter Member’s signature, printed name, address and Charter Member Identification Number. However, if a Charter Member is not in good standing with the Company at the time receives notice of cancellation, the consequences of an involuntary cancellation may take effect (as per Section 14). Charter Members may reapply as a new Charter Member in accordance with Section 4.7.5 “Cancellation and Reapplication.”

17.5 – Non-Renewal

A Charter Member may voluntarily cancel his or her Charter Member Agreement by sending written notice within thirty (30) days of the anniversary date. The Company may also elect not to renew the Agreement upon the Agreement’s anniversary date.