Terms & Policy

PART 1.0 INTRODUCTION

Section 1.1. Declaration Incorporated Into All Agreements

This Declaration of company policies, terms and conditions shall govern all agreements and contracts between NUTRICIUM Nature’s Wealth Corp. (“Nutricium”) and its registered Independent Business Owners (“IBO”) and Authorized Retailers (“AR”). Its provisions are deemed incorporated into each and every agreement or contract entered into with the company. It is a continuing responsibility and condition precedent for each Independent Business Owner and Authorized Retailer to read, understand, agree, adhere, follow, and ensure that he/she is operating in accordance with the most current version of this Declaration to proceed with the business.

Section 1.2. Purpose of the Declaration

The purpose of this Declaration is: To define the relationship between NUTRICIUM and its Independent Business Owners and Authorized Retailers; To set acceptable standards of business behavior; and To help and guide them in building and protecting their business.

Section 1.3. Amendments in the Declaration

NUTRICIUM reserves the right to amend this Declaration, including its procedures, compensation plans and price lists, from time to time at the discretion of its Board of Directors. Amendments shall be binding upon the Independent Business Owners and Authorized Retailers upon written or online notification and posting.

Section 1.4. Non-Responsibility for Acts of God or Force Majeure

NUTRICIUM shall not be responsible for delays and failures in performing its obligations under this Declaration due to circumstances beyond its reasonable control, such as calamities, earthquakes, war, fire, death, strikes, labor difficulties, riots, curtailment or interruption of a source of supply, government decrees or orders, etc.

Section 1.5. Severability of Provisions

If any provision of this Declaration as it currently exists or as may be amended is found to be invalid, illegal, or unenforceable for any reason, only the invalid provision will be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, illegal, or unenforceable provision never comprised a part of this declaration.

Section 1.6. Non-Limitations of Headings

The titles and headings of this Declaration are for reference purposes only and do not constitute, and shall not be construed as substantive terms or as a limitation of the scope of the particular paragraphs to which they refer, or for any other purpose.

Section 1.7. Enclosures/Variance Between Documents

If there is any contradiction or inconsistency between this declaration and other agreements, contracts, documents or papers entered into between NUTRICIUM and its Independent Business Owners or Authorized Retailers, this Declaration shall take precedence.

Section 1.8. Controlling Language

This Declaration is in the English language, which language shall be controlling in all respects. All versions hereof in any other language or dialect shall have been prepared solely for the convenience of the parties and shall be subject to the English language provisions.

Section 1.9. Interpretation

The language in all parts of this Declaration will, in all cases, be constructed as a whole and in accordance with its fair meaning and not restricted against NUTRICIUM and the concerned parties. It is agreed that any rule stating that ambiguities are to be resolved against the drafting party is not applicable in the construction of this Declaration.

Section 1.10. Gender and Plurals

Whenever applicable, the pronouns designating the masculine or neuter gender shall equally apply to the feminine, neuter and masculine genders. Furthermore, whenever applicable within this Declaration, the singular shall include the plural.

Section 1.11. Non-Waiver

NUTRICIUM never forfeits its right to require Independent Business Owners or Authorized Retailers compliance with the policies, terms and condition provided in this Declaration and with applicable laws and regulations. No failure or delay on the part of NUTRICIUM in exercising any right or remedy hereunder shall operate as a waiver thereof. Only in rare circumstances will a policy be waived and the waiver will apply only to that specific case. The rights and remedies expressly provided are cumulative and not exclusive of any rights or remedies which NUTRICIUM would otherwise have.

Section 1.12 No Third Party Rights

This Declaration is for the exclusive benefit of NUTRICIUM and its Independent Business Owners or Authorized Retailers, and their respective successors and assigns, and no other person shall have any right, benefit, priority or interest under, or by virtue of this Declaration.

Section 1.13 Prior Consultation and Non-Reliance

Independent Business Owners and Authorized Retailers should seek advice from professional advisors for matters of legal, financial and other professional advice and not rely on any such advice given by NUTRICIUM and its representatives. They hereby acknowledge that they have sufficient opportunity to consult with lawyers, accountants and financial advisors before agreeing with this Declaration.

Section 1.15 Governing Laws and Venue of Action

This Declaration shall be governed by, interpreted in accordance with, the laws of the Philippines, and in case of litigation arising from the provisions thereof, to submit to the jurisdiction of the proper court sitting in the City of Manila, to the exclusion of all other tribunals.

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PART 2.0 MEMBERSHIP AND REGISTRATION

Section 2.1 Requirements to Become a NUTRICIUM Independent Business Owner (IBO)

To become an official distributor of Nutricium products and avail of its benefits and incentives under its compensation plan, an individual must possess the following requirements and register to become a NUTRICIUM Independent Business Owner:

At least eighteen (18) years of age; A resident of the Philippines, or other areas where Nutricium had been approved for business; A valid taxpayer identification number, with true name and identy; Have submitted a completely filled-up application form online; Have provided a current and correct correspondence address, phone number and email address; Have read and fully understood the most current version of this Declaration and gave online conformity and agreement to be fully bound by Nutricium’s company policies, terms and conditions; and Have purchased NUTRICIUM’s Business System and products, for a total cost of Php. 12,998.00, Philippine currency.

Section 2.2 Requirements to Become a NUTRICIUM Authorized Retailer

To become an official seller of NUTRICIUM products and avail of its benefits and incentives, an individual must possess the following requirements and register to become a NUTRICIUM Authorized Retailer:

At least eighteen (18) years of age; A resident of the Philippines, or other areas where NUTRICIUM had been approved for business; A valid taxpayer identification number, with true name and identy; Have submitted a completely filled-up application form online; Have provided a current and correct correspondence address, phone number and email address; Have read and fully understood the most current version of this Declaration and signified online conformity and agreement to be fully bound by NUTRICIUM’s company policies, terms and conditions; and Have purchased NUTRICIUM’s Business System, for a nominal cost of Php. 998.00, Philippine currency.

Section 2.3 Reservation to Reject Application

NUTRICIUM reserves the right to accept or reject any application for any reason.

Section 2.4 False Representations

If NUTRICIUM determines that the application form contains inaccurate information or false identity or contact details, it may immediately terminate the registration of the Independent Business Owner or Authorized Retailer concerned and declare any agreement entered with the said individual as null and void from the beginning. Further, it is the obligation of all Independent Business Owners or Authorized Retailers to report to the company on an ongoing basis any changes, which affect the accuracy of its application details.

Section 2.5 Ineligibility of Juridical Entities

Corporations, partnerships, associations and other juridical entities may not apply or seek registration as an Independent Business Owner or Authorized Retailer of NUTRICIUM.

Section 2.6 Renewal of Registration and Membership

Every Independent Business Owner or Authorized Retailer of NUTRICIUM must renew their registration and membership on or before their anniversary dates of initial membership and every year thereafter, at a cost of Php. 998.00, Philippine currency, and to signify agreement to the most current version of this Declaration, in order to continue being entitled to the rights and benefits of NUTRICIUM’s Compensation Plan and the use of its systems.

Section 2.7 Regsitration of Multiple Accounts

An Independent Business Owner may operate, receive compensation from, or have registration in multiple accounts under his/her name up to a maximum of seven (7) accounts. However, notwithstanding this provision, his/her spouse or children may register their own separate and independent accounts of up to the same maximum of seven (7) accounts. These separate accounts must be a bona fide independent business that is operated by the person listed therein and not by the owner of the first business.

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PART 3.0 BENEFITS AND COMPENSATION PLAN

Section 3.1 Benefits and Incentives of a NUTRICIUM Independent Business Owner (IBO)

Once NUTRICIUM accepts an application to become an Independent Business Owner, the latter shall be entitled to the following rights and benefits:

Authority to purchase and sell NUTRICIUM products and services;

Retail and distribute NUTRICIUM products and services, and profit from these sales, but in accordance with the suggested retail price (SRP);

Full access to NUTRICIUM’s online business system, which includes, but is not limited to the following: Replicated e-commerce website Integrated payment gateway Integrated shipping system Personal dashboard (content management system) Online catalogue and other support systems

Sponsor other individuals to become an Independent Business Owner or Authorized Retailer of NUTRICIUM;

Receive NUTRICIUM literature and other communications;

Participate in NUTRICIUM-sponsored support, service, training, motivational, and recognition functions; Participate in promotional and incentive contests and programs sponsored by NUTRICIUM for Independent Business Owners; and

Participate in the NUTRICIUM IBO Compensation Plan and receive incentives and bonuses, if eligible.

Section 3.2 Compensation Plan for a NUTRICIUM Independent Business Owner (IBO)

A NUTRICIUM Independent Business Owner shall be entitled to receive the following financial incentives under this IBO Compensation Plan:

25% discount from the SRP on succeeding purchases;

Direct referral incentive of Php. 2,000.00, Philippine currency, for every sponsored IBO;

Direct referral incentive of Php. 100.00, Philippine currency, for every sponsored AR;

A Pairing Bonus of Php. 2,500.00, Philippine currency, for every matched sponsored IBOs;

A Leadership Matching Bonus of 10% on the pairing bonus of every direct referral of sponsored IBOs by direct downlines up to a maximum of Php. 100,000.00, per month;

Eligibility to participate into profit sharing programs based on group volume points and all other financial incentives that may be declared by NUTRICIUM.

Section 3.3 Benefits and Incentives of a NUTRICIUM Authorized Retailer (AR)

Once NUTRICIUM accepts an application to become an Authorized Retailer, the latter shall be entitled to the following rights and benefits:

Authority to purchase and sell NUTRICIUM products and services in retail; and profit from these sales, but in accordance with the suggested retail price (SRP);

Full access to NUTRICIUM’s online business system, which includes, but is not limited to the following: Replicated e-commerce website Integrated payment gateway Integrated shipping system Personal dashboard (content management system) Online catalogue and other support systems

Receive NUTRICIUM literature and other communications;

Participate in NUTRICIUM-sponsored support, service, training, motivational, and recognition functions; Participate in promotional and incentive contests and programs sponsored by NUTRICIUM for Authorized Retailers; and

15% commissions on the SRP from sales of Nutricium products and services;

Section 3.4 Incentives and Bonus Cycles

NUTRICIUM pays commissions, incentives and pairing bonuses weekly and leadership matching bonuses monthly. An IBO or AR must review his/her commissions, incentives and bonuses and report any errors or discrepancies to NUTRICIUM within thirty (30) days from the date of the posting. Errors or discrepancies, which are not brought to NUTRICIUM’s attention within the thirty-day period shall be deemed waived.

Section 3.5 Eligibility to Commissions, Incentives and Bonuses

IBOs, to be entitled to incentives and bonuses, and ARs, to be entitled to commissions, must remain active members of NUTRICIUM in good standing and who has not violated any of the policies, terms and conditions contained in this Declaration. Those IBOs and ARs whose registration and membership has been cancelled are deemed to have forfeited their right to their unclaimed commissions, incentives and bonuses.

Section 3.6 Unclaimed Benefits and Credits

IBOs and ARs must deposit or encash commission, incentive and bonus checks within six (6) months of their issue date. A check that remains uncashed after six months will be void. After a check has been voided, NUTRICIUM will attempt to notify the Associate holding an uncashed check by sending written notices to his/her last known address, identifying the amount of the check, and advising the payee that he/she can request that the check be reissued. There shall be a reasonable charge for reissuing a check and a fee for each notice sent. These charges shall be deducted from the balance owed to the payee. IBOs or ARs who have a credit on account must use their credit within six (6) months from the date on which the credit was issued. If credits have not been used within six months, NUTRICIUM shall attempt to notify the IBO or AR concerned by sending written notice to the last given address.

Within sixty (60) days from the issuance of the notice on the uncashed check or unclaimed credit, and the same remains unclaimed, it shall be deemed forfeited in favor of NUTRICIUM.

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PART 4.0 GUIDELINES ON ADVERTISING, MARKETING AND REPRESENTATIONS

Section 4.1 Advertising in General

IBOs and ARs must avoid all discourteous, deceptive, misleading, illegal, unethical, or immoral conduct or practices in their marketing and promotion of NUTRICIUM, its products, business opportunity, and compensation plans. They may only use sales aids and support materials produced or expressly and currently approved by NUTRICIUM. Sales, marketing, and support materials include, but are not limited to, training and recruiting information, brochures, flyers, pamphlets, posters, postcards, letters, classified advertisements, etc., as well as e-mail messages, voice mail message recordings, Internet Websites and digital, online advertisements to publicize NUTRICIUM’s products, services and programs.

Section 4.2 Television and Radio

IBOs and ARs may not advertise on television and radio except with NUTRICIUM’s express written approval.

Section 4.3 Media Inquiries

IBOs and ARs must refer all media inquiries regarding NUTRICIUM to designated company officers. This will ensure that accurate and consistent information reaches the general public.

Section 4.4 Social Media

IBOs and ARs may use social media, i.e. Facebook, Twitter, Viber, Instagram, blogs, etc. to interact with their network regarding NUTRICIUM, but any information designed to solicit or encourage customers to buy products and/or services or to refer them to become IBOs or ARs should strictly comply with the guidelines on advertising and representations provided herein.

Section 4.5 Telephone and Email Solicitation

The use of any automated telephone solicitation equipment in connection with the marketing or promotion of NUTRICIUM, its products and services, or the business opportunity is strictly prohibited. The use of “boiler-room” telemarketing operations to sell products or services over the telephone to recruit IBOs and ARs, as well as unsolicited e-mail messages or “spamming” is strictly prohibited.

Section 4.6 Trade Shows and Expositions

IBOs and ARs may display and/or sell NUTRICIUM products at trade shows and expositions, but may not display or sell NUTRICIUM products at swap meets, garage sales, flea markets, or farmers’ markets as these events are not conducive to the image NUTRICIUM wishes to portray. All literature displayed at the event must be official NUTRICIUM literature.

Section 4.7 Advertised Price

IBOs and ARs and may not create their own marketing or advertising materials and offer any NUTRICIUM product or service at a price less than the suggested retail price (SRP). The SRP, as advertised, must be strictly adhered to at all times.

Section 4.8 Trademarks and Copyrights

IBOs and ARs are strictly prohibited from: Using the NUTRICIUM trademark or trade name or corporate logo to promote their own independent business; Answering phone or online inquiries in any manner that might indicate or suggest that the one making the query is dealing with NUTRICIUM’s corporate office; Recording, camcording, or reproducing materials from any NUTRICIUM’s corporate function, event, speech, etc., unless expressly allowed by the company; Recording, camcording, or reproducing, any presentation or speech by any NUTRICIUM’s spokesperson, representative, speaker, director, or other officer. Reproducing or copying any recording of a NUTRICIUM produced media presentation including audio tapes, videotapes, CDs, etc. Publishing, or causing to be published, any written or electronic media, the name, photograph or likeness, copyrighted materials, or property of individuals associated with NUTRICIUM, without express written authorization from the individual and/or NUTRICIUM. Publishing or causing to be published, in any written form or electronic media, the copyrighted materials or property of NUTRICIUM, without express written authorization from the company. Directly or indirectly using or attempting to register or sell any of NUTRICIUM’s tradenames, trademarks, service names service marks, product names, or any derivatives thereof for any internet domain name or email address.

Section 4.9 Use of Personal Testimony

IBOs and ARs hereby manifest their consent for NUTRICIUM, solely for purposes of business promotion, to the use of their name, testimonial or other statements about NUTRICIUM, its products or opportunity in printed or recorded form, including translations, paraphrases, and electronic reproductions of the same, and image or likeness, as produced or recorded in photographic, digital, electronic, video or film media, in connection with advertising, promoting, and publicizing the NUTRICIUM opportunity or products, or any NUTRICIUM-related or -sponsored events.

Section 4.10 Product Claims

IBOs and ARs may not make claims that NUTRICIUM products have therapeutic or curative properties except those contained in official NUTRICIUM literature. Other than those stated therein, no IBOs and ARs may make any claim that NUTRICIUM products are useful in the cure, treatment, diagnosis, mitigation, or prevention of any diseases, or other medical or drug claims. Section 4.11 Income Claims

IBOs and ARs may not make or guarantee income projections, claim or promise hype on potential income or disclose their NUTRICIUM income (including the showing of checks, copies of checks, or bank statements) when presenting or discussing the NUTRICIUM business opportunity or Compensation Plan, except as set forth in official NUTRICIUM literature. Section 4.12 Indemnification

IBOs and ARs are fully responsible for all of their verbal and/or written statements made regarding the products, services, and compensation plan that are not expressly contained in official company materials and they agree to indemnify NUTRICIUM against any claims, damages or other expenses, including attorney’s fees arising from such representation or action made by them that are outside the scope of official company communication. The provision of this section survives the termination of the agreement, registration and membership of the concerned IBO and AR.

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PART 5.0 GUIDELINES ON SALES, PAYMENTS, DELIVERY, AND RETURNS

Section 5.1 Exclusive Rights to Sell and Distribute

No individual, entity, establishment or business outlet may sell or distribute NUTRICIUM products or services, unless the seller or distributor is a registered IBO or AR in good standing. Any IBO or AR who was found to have facilitated or connived with such individual, entity, establishment or business outlet in the unauthorized sale or distribution of NUTRICIUM products or services shall be revoked of his Authority to purchase and sell, with involuntary cancellation of his access to NUTRICIUM’s online business system and forfeiture of all his/her unclaimed commissions, incentives and bonuses.

Section 5.2 Prohibition Against Assignment of Rights

An IBO or AR may not sell, transfer, or assign their rights to sell or distribute NUTRICIUM products or services and their benefits and incentives under this Declaration to any person or entity.

Section 5.3 Commercial Outlets

IBOs and ARs may display and retail NUTRICIUM products in their own commercial outlets and service-oriented establishments, as long as they adhere to the suggested retail price (SRP). But selling NUTRICIUM products in internet auction sites, online retail and retail establishments selling similar products shall not be allowed.

Section 5.4 Territories

There are no exclusive territories or areas for selling or distributing NUTRICIUM products or services, nor shall any IBO or AR imply or state that he/she has an exclusive territory to market NUTRICIUM products or services.

Section 5.5 International

IBOs and ARs may sell NUTRICIUM products or services and promote NUTRICIUM business opportunity only in countries in which NUTRICIUM is approved for business, as announced in official NUTRICIUM communications. If an IBO or AR desires to conduct business in an authorized country other than the one in which he/she is registered, he/ she must comply with all the applicable laws and regulations for that country.

Section 5.6 Prohibition Against Repackaging and Relabeling

IBOs and ARs may not relabel or alter the labels on any NUTRICIUM products, information materials, or programs in any way. They may not repackage or refill any NUTRICIUM products. NUTRICIUM products must be sold in their original containers only. Such relabeling or repackaging would violate governing laws, which could result in severe criminal penalties. Civil liability may also result when the persons using the products suffer any type of injury or their property is damaged as a consequence of the repackaging or relabeling of products.

Section 5.7 Sales Requirement

In order for IBOs to remain in good standing and be eligible for incentives and bonuses, they should maintain a monthly purchase of Php. 1,500.00, Philippine Currency, of NUTRICIUM products, which shall be automatically credited to their online account. But this requirement shall not apply when no income was obtained by the IBO for that particular month.

Section 5.8 Suggested Retail Price

IBOs and ARs must sell NUTRICIUM products and services at the most current suggested retail price as posted in official communications.

Section 5.9 Prohibition Against Excessive Purchases of Inventory

NUTRICIUM strictly prohibits the purchase of products in unreasonable quantities solely for the purpose of qualifying for commissions, incentives and bonuses, or advancement in group volume points. IBOs and ARs may not purchase more than they can reasonably resell or consume in any monthly period, nor encourage others to do so. They may receive an exception to this rule if they have evidence that they hold retail orders exceeding the limit or submit an explanation justifying the need for inventory levels exceeding limits.

Section 5.10 Prohibition Against Advance Payments or Deposits

No monies should be paid to or accepted by IBOs or AR for a sale except at the time of product delivery. A violation of this provision shall be a ground for termination of authority to purchase and sell, with involuntary cancellation of his access to NUTRICIUM’s online business system and forfeiture of all his/her unclaimed commissions, incentives and bonuses, without prejudice to criminal prosecution.

Section 5.11 Ordering

IBOs and ARs place their orders online through the NUTRICIUM e-commerce website. NUTRICIUM maintains no minimum order requirements.

Section 5.12 Payments

Payments shall be made through VISA, Mastercard and designated bank debit and ePayment systems to be approved and declared by the company. In the event that the charge is declined, the order will not be accepted. Using someone else’s credit card without their express, written permission is prohibited and may be grounds for cancellation of authority to purchase and sell, with involuntary cancellation of his access to NUTRICIUM’s online business system and forfeiture of all his/her unclaimed commissions, incentives and bonuses, without prejudice to criminal prosecution.

Section 5.13 Delivery and Risk of Loss

NUTRICIUM shall deliver its products through private shipping firms, at the cost of the consumer for freight and handling charges, with expected delivery dates of three (3) to five (5) days within Metro Manila and five (5) to seven (7) days nationwide, or through designated pick-up centers. Delivery of products is complete when NUTRICIUM delivers the products to the courier service and title to the products and risk of their loss or damage in shipment pass to the consumer at that time. NUTRICIUM is not liable for items lost in transit.

Section 5.14 Shipping Discrepancies

Failure to notify NUTRICIUM of any shipping discrepancy or damage within thirty (30) days of shipment shall cancel an IBOs or ARs right to request a correction.

Section 5.15 Product Exchange Guarantee

NUTRICIUM warrants the quality of its products and shall exchange any defective product. NUTRICIUM obligates its IBOs and ARs Associates to honor the company’s 100%, unconditional, 30-day, money-back guarantee to all retail customers. If for any reason a retail customer is dissatisfied with any NUTRICIUM product, he/she may return the product to the IBOs and ARs from whom the product was purchased within thirty (30) days from the date of purchase for a replacement, exchange, or full refund of the purchase price. If the retail customer requests a refund, the IBOs and ARs who sold the product to the retail customer must immediately refund the purchase price. The retail customers must return merchandise to the IBOs and ARs. The IBOs and ARs, in turn, should complete a Dissatisfied Consumer Product Return and forward the form along with the original sales receipt and returned merchandise to NUTRICIUM.

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PART 6.0 RESPONSIBILITIES OF AUTHORIZED RETAILERS (ARs) AND INDEPENDENT BUSINESS OWNERS (IBOs)

6.1 Adherence to Laws and Ordinances

IBOs and ARs must obey all laws, statutes, regulations, local ordinances applicable to the business, and the provisions of this Declaration.

6.2 Independent Contractor Status

IBOs and ARs are independent contractors and are not purchasers of a franchise or business opportunity. The agreement or contract between NUTRICIUM and its IBOs and ARs does not create an employer/employee relationship, agency, partnership, or joint venture between the company and the IBOs and ARs. The IBOs and ARs shall be responsible for paying their own income and employment taxes and shall not be treated as an employee for purposes of Social Security laws and other social legislation. Each IBO or AR is encouraged to establish his/her own goals, hours, and methods of sale, so long as he/she complies with applicable laws and the terms and conditions of this Declaration.

6.3 Withholding Tax

All commissions, incentives, and bonuses shall be subject to withholding tax, which shall be automatically be deducted before any amount shall be credited to the account of IBOs and ARs.

6.4 Issuance of Receipts

IBOs and ARs must provide their retail customers with two copies of the official NUTRICIUM Retail Sales Receipt.

6.5 Support for Sponsored IBOs and ARs

All IBOs who who sponsored another IBO or ARs must ensure that they get proper training and supervision for these Company policies, terms, and conditions, product knowledge, effective sales techniques, the compensation plan, and other company communications. They must supervise and monitor their downline organization to ensure they conduct business professionally and ethically, promote sales properly, and provide quality customer service. As an IBO progresses through the various levels of leadership, his/her responsibilities to train and motivate downlines should increase.

6.6 Non-Disparagement In setting the proper example for their downline, IBOs and ARs must not disparage other NUTRICIUM IBOs and ARs, NUTRICIUM Products, the Compensation Plan, or the Company’s employees. Such disparagement constitutes a material breach of company policy.

6.7 Reporting Policy Violations

IBOs and ARs should report any observed violations of a policy violation to NUTRICIUM management.

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PART 7.0 DETRIMENTAL CONDUCT, DECEPTIVE PRACTICES, AND DISCIPLINARY ACTIONS

7.1 Unauthorized Recruitment

NUTRICIUM IBOs and ARs may participate in other direct selling, network marketing or multilevel marketing ventures (collectively, “multilevel marketing”), and engage in selling activities not similar or related to NUTRICIUM products and services, if they desire to do so. Although they may elect to participate in another multilevel marketing opportunity, he/she is prohibited from unauthorized recruiting activities, which include the following: Recruiting or enrolling NUTRICIUM customers, ARs, or IBOs for other multilevel marketing business ventures, either directly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of other multilevel marketing business ventures to any NUTRICIUM customer, AR, or IBO or implicitly or explicitly encouraging to join other business ventures. It is a violation of this policy to recruit or enroll a NUTRICIUM customer, AR, or IBO for another multilevel marketing business, even if they do not know that the prospect is also a NUTRICIUM customer, AR, or IBO;

Producing any literature, tapes, or promotional material of any nature for another multilevel marketing business which is used by the AR, or IBO to recruit NUTRICIUM customers, ARs, or IBOs for that business venture;

Selling, offering to sell, or promoting any competing products or services to NUTRICIUM customers, ARs, or IBOs. Any product or services in the same generic category as a NUTRICIUM product or service is deemed to be competing, (e.g., Any dietary supplement is in the same generic category as NUTRICIUM’s dietary supplements and is, therefore, a competing product, regardless of differences in cost, quality, ingredients, or nutrient content);

Offering NUTRICIUM products or promoting its Compensation Plan in conjunction with any non-NUTRICIUM business plan, opportunity, product, or incentive;

Offering any non-NUTRICIUM products or opportunities in conjunction with the offering of NUTRICIUM products or business plan or at any NUTRICIUM meeting, seminar, launch, convention, or other NUTRICIUM function;

Where a prospective AR or IBO is accompanies an IBO to a NUTRICIUM meeting or function, no other IBO may recruit the prospect for a period of fourteen (14) days or unless and until the IBO who brought the prospect to the function advises the other IBO that the prospect has elected not to enroll in NUTRICIUM and that the IBO is no longer recruiting the prospect to NUTRICIUM, which- ever occurs first;

Fraudulent or unethical inducement of individuals into joining NUTRICIUM; or

Demeaning or discrediting other NUTRICIUM IBOs in an attempt to entice another to become part of his downline organization.

7.2 Unauthorized Use of Genealogy Reports

The NUTRICIUM Downline Genealogy Reports are confidential and contain proprietary business trade secrets. An IBO may not use the reports for any purpose other than for developing NUTRICIUM business. Where an IBO participates in other multilevel marketing ventures, he/she is not allowed to have access to Downline Genealogy Reports. During any term of an IBO and for a period of five (5) years after the termination, expiration or cancellation of his membership, for any reason whatsoever, an IBO shall not, on his/her own behalf or on behalf of any other person, partnership, asso- ciation, corporation, or other entity: Disclose any information contained in the reports to any third party; Use the reports to compete with NUTRICIUM; or Recruit or solicit any IBO listed on the reports to participate in other multilevel marketing ventures. This provision shall survive the termination or expiration of his Agreement and membership with NUTRICIUM.

7.3 Deceptive Practices

IBOs must fairly and truthfully explain the NUTRICIUM products, business opportunity, Compensation Plan, and Policies and Procedures to prospective IBOs and ARs. The following deceptive practices should be avoided:

Deliberately failing to be honest and thorough in presenting material from NUTRICIUM Compensation Plans to all potential IBOs and ARs; Concealing that income from the NUTRICIUM Compensation Plan is based on product sales and not merely on sponsoring other IBOs; Making false promises and unrealistic estimates of profit that are an average IBO would achieve in normal circumstances;

Misrepresenting that past earnings in a given set of circumstances necessarily reflect future earnings; Misrepresenting the amount of expenditure that an average IBO might incur in carrying on the business; Misrepresenting the amount of time an average IBO would have to devote to the business to achieve the profit estimated, and stating that profits or earnings are guaranteed for any individual IBO; Stating or inferring that he/she will build a downline organization for anyone else; Stating that profits or earnings are guaranteed for an individual IBO; Stating that any consumer, business, or government agency has approved or endorsed the NUTRICIUM products, services or its Compensation Plan; Participating in downline purchasing (placing a sales order other than where the sale was generated).

7.4 Manipulation of the Compensation Plan

Manipulation of the Compensation Plan is not permitted and shall result in disciplinary action. This includes, but is not limited to, an IBO purchasing to qualify for various incentives, bonuses and profit-sharing programs, large quantities of products that are not sold through the direct marketing channel, placing orders in other accounts in his/her team and any other action that may violate company policies, laws and anti-pyramiding regulations. “Kamada” or simulation of the compensation plan to gain benefits and manipulate allowable potential income are likewise strictly prohibited.

7.5 Placement Changes and Conflicting Enrollments

NUTRICIUM shall not permit any changes or modification in the line of sponsorship except when an incorrect placement was erroneously made and a request for change was made within ten (10) days from enrollment.

Every prospective AR or IBO has the ultimate right to choose his/her own Sponsor. As a general rule, the first Associate who does meaningful work with a prospective IBO is considered to have first claim to sponsorship. In the event that a prospective AR or IBO, submits more than one application form listing different Sponsors on each, NUTRICIUM shall only consider valid the first application that it receives, accepts, and processes. If there is any question concerning the sponsorship of an AR or IBO, the final decision will be made by NUTRICIUM.

7.6 Crosslining

Cross-line raiding is strictly prohibited. “Cross-line raiding” is defined as the enrollment or attempted enrollment of an individual that already has an IBO or AR account on file with NUTRICIUM within the preceding six (6) calendar months within a different line of sponsorship.

7.7 Fictitious or Unconsented Accounts

Registering individuals without their consent, non-existing individuals or using fictitious names or ID numbers to circumvent company policies shall not be countenanced.

7.8 Contravening Company Policies

Acts to contravene company policies, terms and conditions, such as but not limited to, the maximum 7-account rule, shall be strictly sanctioned. Conniving with another to circumvent these policies or with another individual whose membership and registration was previously cancelled shall be dealt with severe disciplinary sanctions, without prejudice to possible criminal prosecution and civil action for fraud.

7.9 Disciplinary Actions and Penalties

A violation of any of the policies, terms and conditions contained in this Declaration or any illegal, fraudulent, deceptive, or unethical business conduct by an AR or IBO, may result, at NUTRICIUM’s discretion, in one or more of the following sanctions:

A written warning, clarifying the meaning and application of a specific policy or procedure, and advising that a continued breach will result in further sanctions; Probation, which may include requiring an AR or IBO to take remedial action and will include follow-up monitoring by NUTRICIUM to ensure compliance with company policies. Suspension of certain right, privileges, participation in company events and programs, and entitlement to commission, incentives, bonuses or profit-sharing programs for a specified period of time or until the AR or IBO satisfy certain specified conditions; Final Termination of authority to purchase and sell, with involuntary cancellation of his access to NUTRICIUM’s online business system and forfeiture of all his/her unclaimed commissions, incentives and bonuses, without prejudice to criminal prosecution and civil action for damages.

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PART 8.0 DISPUTE RESOLUTION

8.1 Disputes Between IBOs/ARs

When an IBO/AR has a grievance or complaint with another IBO/AR regarding any practice or conduct in relation to their respective NUTRICIUM business, the complainant should first discuss the problem with the other IBO/AR. If this does not resolve the problem, the complainant should report the problem to his/her upline to resolve the issue at a local level.

If the matter cannot be resolved, it must be reported in writing to NUTRICIUM Compliance Department. The Compliance Department will review the complaint and make a final decision. The complaint should identify specific instances of alleged improper conduct and, to the extent possible, identify the relevant dates on which the event(s) complained of took place, the location(s) where they occurred, and all persons who have first hand knowledge of the improper conduct.

Upon receipt of a written complaint, the NUTRICIUM Compliance Department will investigate the matter, review the applicable policies, and render a decision on how the dispute shall be resolved. The Compliance Department may also issue disciplinary sanctions consistent with the provisions of this Declaration.

8.2 Disputes Between NUTRICIUM and its IBOs/ARs

All disputes and claims relating to NUTRICIUM, its Compensation Plan, its Products, the rights and obligations of its IBOs/ARs, or any other claim or cause of action relating to product purchases or performance of an IBO/AR under this Declaration shall be settled primarily through arbitration.

There shall be one neutral arbitrator, an attorney at law, with expertise in transactional law (there being a strong preference for an attorney knowledgeable in the direct selling industry), selected from the accredited arbiters. The arbitrator will have no authority to award punitive damages or other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this Declaration. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration and litigation, including legal and filing fees. If an IBO/AR files a claim or counterclaim against NUTRICIUM, he/she may only do so on an individual basis and not with any other IBO/AR as part of a class action. The decision of the arbitrator shall be final and binding upon the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. Any arbitration proceeding under this agreement to arbitrate must be commenced no later than one year after the controversy or claim arose. Failure to timely commence an arbitration proceeding constitutes both an absolute bar to the commencement of an arbitration proceeding with respect to the controversy or claim, and a waiver of the controversy or claim.

This agreement to arbitrate shall survive any cancellation, expiration or termination of the membership or registration. Nothing in this Declaration shall prevent NUTRICIUM from applying to and obtaining from any court having jurisdiction a writ of attachment, temporary injunction, preliminary injunction, permanent injunction, or other available relief to safeguard and protect NUTRICIUM’s interest prior to, during, or following the filing of any arbitration or other proceeding, or pending the rendering of a decision or award in connection with any arbitration or other proceeding.

The existence of any claim or cause of action against NUTRICIUM by an IBO/AR does not preclude NUTRICIUM from enforcing the covenants and agreements contained in this Declaration. Jurisdiction and venue of any matter not subject to arbitration shall reside in the City of Manila.

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PART 9.0 SUCCESSION AND TERMINATION

9.1 Succession

If an IBO or AR dies or becomes incapacitated, his/her rights to commissions, incentives and bonuses, and downline organization, together with all responsibilities, will pass to his/her designated successor, heir or nearest of kin. Upon death or incapacitation, the successor(s) must present proof of death or incapacitation, along with proof of succession, such as extrajudicial settlement or letters of administration or guardianship. An IBO may inherit and retain another account even though he/she currently owns or operate an IBO.

9.2 Voluntary Termination

An IBO or AR may terminate his/her agreement with NUTRICIUM and voluntarily terminate his/her authority to purchase and sell, and access to NUTRICIUM’s online business system at any time and for any reason by providing written notice to NUTRICIUM indicating his/her intent to discontinue. The written notice must include his/her signature, printed name, and address.

An IBO or AR may likewise cease from renewing his/her registration and membership.

9.3 Involuntary Termination An IBO’s or AR’s violation of any of the policies, terms and conditions contained in this Declaration, including any amendments which may be made by NUTRICIUM in its sole discretion from time to time, constitutes a material breach and may result, at NUTRICIUM’s option, in any of the Disciplinary Actions listed in Part 7.0, including Final Termination of authority to purchase and sell, with involuntary cancellation of his access to NUTRICIUM’s online business system and forfeiture of all his/her unclaimed commissions, incentives and bonuses. This will result in the loss of all rights to his/her downline organization and any further incentives, bonuses and profit-sharing generated thereby.

When a IBO or AR membership and registration is involuntarily canceled, the he/she will be notified through his online personal dashboard. Cancellation is effective on the date on which the notice is posted online or through written notice mailed via registered mail, return receipt requested, to hia/her last known address or when the he/she receives actual notice of cancellation, whichever occurs first. In the event of such involuntary cancellation, the terminated IBO or AR must immediately cease to represent himself/herself as a NUTRICIUM IBO or AR.

The IBO or AR may appeal the termination to the NUTRICIUM Compliance Department. The appeal must be in writing and must be received by the company within fifteen (15) calendar days from receipt of the cancellation. If NUTRICIUM does not receive the appeal within the fifteen- day period, the cancellation shall be final.

If the IBO or AR files a timely appeal of termination, the Compliance Department will review and reconsider the termination, consider any other appropriate action, and notify the IBO or ARA in writing of its decision. This decision of the Compliance Department shall be final.

An IBO or AR whose authority to purchase and sell was involuntarily canceled may reapply after twelve (12) calendar months from the date of cancellation. Any such IBO or AR wishing to reapply must submit a letter to the NUTRICIUM Compliance Department setting forth the reasons why he/ she believes NUTRICIUM should allow him or her to be re-issued authority. It is within NUTRICIUM’s sole discretion whether to permit such an individual to again operate a NUTRICIUM business.

9.4 Effect of Cancellation Following an IBO’s or AR’s voluntary or involuntary cancellation, he or she shall have no right, title, claim, or interest to the downline organization which he/she operated or any bonus and/or commission from the sales generated by the organization. Following the voluntary or involuntary cancellation, the former IBO or AR shall not hold himself or herself out as a NUTRICIUM seller, retailer or distributor, and shall not have the right to sell NUTRICIUM products or services, must remove any NUTRICIUM in his/her premises sign from public view, and must discontinue using any other materials bearing any NUTRICIUM logo, trademark, or service mark.

An IBO or AR who is voluntarily canceled shall receive commissions and bonuses only for the last full calendar week prior to his/her cancellation. If an investigation of the IBO’s or AR’s conduct resulted in his/her involuntary cancellation, he/she shall not be entitled to recover withheld commissions, incentives and bonuses. Upon request, an IBO who voluntarily canceled his/her IBO registration may still become a AR by submitting a letter request to NUTRICIUM.

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