Policies and Procedures

Botanic, LLC and its Independent Distributors (collectively the “Company”) provide legal botanical and legal hemp products and services (collectively “Products and/or Services”) through a direct sales business opportunity afforded to Distributors under this Agreement (the “Opportunity”), allowing our Customers (“Customers”) and Independent Distributors (“Distributors”) to make a difference in the world and their personal lives. Through the Opportunity, our Distributors operate an Independent Business (“Independent Business”).

To clearly define the contractual relationship that exists between a Distributor and the Company, the Company has established these Policies and Procedures (“Policies and Procedures”), which is part of and incorporated into the Distributor Agreement.

If a Distributor has any questions or requires clarification regarding the Policies and Procedures, the Distributor should contact the Support Department (see Important Contact Information), as failure to adhere to Policies and Procedures may result in disciplinary sanctions.

Botanic, LLC
15511 Hwy 71 West
Suite 110, #420
Bee Cave, TX 78738

512-500-8900

support@shopbotanic.co

1.1 – Integrity and Accountability
Distributors shall conduct themselves with integrity and professionalism in all matters related to the Company, the Opportunity, and the Products and/or Services. Distributors shall be accountable for their conduct when interacting with Corporate representatives, current, former and potential Distributors and Customers, and the general public.

1.2 – Deceptive and Unlawful Practices
Distributors shall not engage in any deceptive, unlawful or unethical conduct, or any conduct prohibited by state or federal regulatory authorities whether known or unknown to the Distributor, including, but not limited to, any Customer or Distributor recruiting practice that may be detrimental to or reflect poorly on the Company, its Distributors, its Customers, its opportunity, products, and services, and the Hemp and Direct Selling industries. If Distributors have any questions regarding the Company’s opportunity, products, or services, or the business model, they may contact the Company. See Important Contact Information.

1.3 – Acceptance of Payments
Distributors shall not accept any payment or consideration (e.g., money or any other item of value) from any Customer or prospective Customer. All payments for the Company’s opportunity, products, and services shall be made to the designated entity, which may be issued by the Company. Additionally, a Distributors shall not use his or her credit card to enroll or make purchases from the Company on behalf of another Distributor.

1.4 – Governmental Approval or Endorsement
Neither federal nor state regulatory agencies nor officials approve or endorse any Direct Selling companies or programs. Therefore, Distributors shall not make any claim, represent, or imply that either the Company, its opportunity, services, and products, or the compensation has been approved, endorsed or otherwise sanctioned by any government or regulatory agency.

1.5 – Honesty in Representing the Company
Distributors shall read the Customer Application, Policies and Procedures, the Terms and Conditions, the Compensation Plan, and any other documents applicable to Customers that may be published by the Company and provided to Customers. To ensure that Distributors deliver accurate information to the public, Distributors are responsible for reading and understanding the information that is regularly provided by the Company about its opportunity, products, and services. Distributors shall truthfully and accurately represent the Company. Distributors are responsible for their own education regarding the Company and should rely only on information provided by the Company. Any claims, representations, or statements that Distributors make regarding the Opportunity, products, and services shall be consistent with those included in the literature and materials provided or authorized by the Company.

1.6 – Compliance with Governing Law
Distributors shall understand and abide by all applicable laws, orders, ordinances, policies, and regulations, including without limitation any and all local, state, and federal laws and ordinances that govern their independent business and the markets in which the Company operates. Many cities and counties have laws regulating certain home-based businesses and independent contractor activities. If a state, city or county official tells a Distributor that a law or ordinance applies to the Distributor’s Business, the Distributor shall be polite and cooperative and immediately contact the Compliance Department (see Important Contact Information).

1.7 – Compliance with DSA Code of Ethics
Distributors shall uphold the DSA Code of Ethics (available at https://www.dsa.org/consumerprotection/code-of-ethics) and not, in any way, attempt to persuade, induce or coerce another party to breach the Code of Ethics. Any such action shall be considered by the Company as a violation of the Policies and Procedures. Additionally, the Company is a member of the Direct Selling Association (“DSA”). The DSA is the national trade association of the leading companies that manufacture and distribute goods and services sold directly to consumers. Approximately 170 companies are members of the DSA, including many well-known brand names.

The DSA’s mission is “To protect, serve and promote the effectiveness of member companies and the independent business people they represent. To ensure that, the marketing by member companies of products and/or the direct sales opportunity is conducted with the highest level of business ethics and service to consumers.”

The cornerstone of the association’s commitment to ethical business practices and consumer service is its code of ethics. Every member company pledges to abide by the code’s standards and procedures as a condition of admission and continuing membership in the association. Further information can be found on the DSA website at https://www.dsa.org/consumerprotection/code-of-ethics.

2.1 – Incorporated Documents form Distributor Agreement
The Distributor Agreement incorporates the Distributor Application, the Policies and Procedures, the Terms and Conditions, the Privacy Policy, the Compensation Plan, the Income Disclosure Statement and any other documents applicable to Distributors that may be published by the Company. Throughout these Policies and Procedures, when the term “Agreement” is used, it collectively refers to these documents that make up the Distributor Agreement. It is the responsibility of Distributors to read, understand, adhere to, and ensure that they are operating under the most current version of the Agreement. When sponsoring a new Distributor, it is the responsibility of the sponsoring Distributor (the “Sponsor”) to ensure that the prospective Distributor is provided with, or has online access to, the most current version of the Agreement prior to the prospective Distributor’s execution of the Application. At no time shall one Distributor enroll on behalf of another Distributor. Each individual Distributor must personally enter into the Agreement.

2.2 – Changes to the Agreement
Governing laws, as well as the business environment, may periodically change; therefore, the Company reserves the right to update and/or amend and/or modify the Agreement in its sole and absolute discretion. By entering into the Agreement, the Distributor agrees to abide by all updates and/or amendments and/or modifications to the Agreement (“Amendments”) that the Company elects to make. Amendments shall take effect thirty (30) days after publication of notice, but shall not apply retroactively to conduct that occurred prior to the effective date of the Amendment. Notice shall be made by the Company via one or more of the following methods: (i) posting on one or more of the Company’s official websites; (ii) electronic mail; (iii) inclusion in Company communications; (iv) special mailings; (v) open conference calls to the field; or (vi) posting on the Distributor Back Office. The continuation of a Distributor’s Business or a Distributor’s acceptance of bonuses and commissions constitutes acceptance of any and all amendments to the Agreement.

2.3 – Adherence to the Compensation Plan
Distributors must review and adhere to the most current version of the Compensation Plan. Distributors shall not:

i. Offer the Opportunity through, or in combination with, any system, program, or method of marketing not specifically set forth in official Company literature;

ii. Require or encourage current or prospective Customers or Distributors to participate in the Opportunity, Products and/or Services in any manner that varies from the manner as set forth in official Company literature;

iii. Require, allow, or encourage current or prospective Customers or Distributors to execute any agreement other than the official Company agreements and contracts; or

iv. Require or encourage current or prospective Customers or Distributors 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 Company literature.

3.1 – Requirements to Become a Distributor
To become and continue as a Distributor, each applicant:
Must be of legal age in the state in which he or she resides or be at least twenty-one (21) years of age (proof of date of birth may be requested);
Must be legally authorized to work in the United States or the country that the Distributor is a legal citizen;
Must reside in the United States (but not in the states of Montana or Wyoming) or the country that the Distributor is a legal citizen;

If in the United States, must be a United States citizen, resident alien, or naturalized citizen;
Must not be an employee or current corporate independent contractor of the Company (or a spouse, immediate family member or Household member of either). Non-immediate family members of the Company, employees, or a current corporate independent contractors must obtain prior written approval from the Company to become a Distributor;
Must not be an active independent contractor selling for any other Direct Selling company;
Must have a valid Social Security number, Federal Employer Identification Number (“FEIN”), or Government Issued ID (outside the US), as applicable, that matches the Distributor’s name or Business Entity’s name;
Must submit a complete and accurate Application, including all required tax forms, to the Company either in hard copy or online format;
Must carefully read, understand, and agree to abide by the Distributor Agreement;
Must sign or electronically accept the Distributor Agreement and all incorporated documents;
The Distributor Agreement must be signed or electronically accepted by the new Distributor, not his or her sponsor or any other Distributor;
Application fees must be paid by the new Distributor and not by his or her sponsor or another Distributor;
Must complete the banking information in order to receive payment of commissions and bonuses. Banking information must match the Distributor’s name or Business Entity’s name as listed in the Back Office and on all required tax forms;
Acknowledges that any fines, sanctions or penalties levied upon the Company resulting from Distributor’s actions or inactions shall be deducted from that Distributor’s commissions and result in further disciplinary sanctions; and
Acknowledges that it is the responsibility of the Distributor to maintain all of his or her own business records. If a Distributor is unable to access the information necessary to run an Independent Business for any reason, it is the responsibility of the Distributor to make alternative arrangements. The sponsoring or Upline Distributor is responsible for assisting the Downline Distributor in obtaining any information that is provided to a Distributor in the Back Office. In the event that a Distributor is unable to obtain an electronic copy of the Policies and Procedures, the Company will work with the Distributor to make alternative arrangements.

3.2 – Distributor Address
The address listed on the Distributor Agreement and maintained through the Back Office will serve as the Distributor’s mailing address for all purposes, and must be either the Distributor’s primary residence or business address. If the mailing address listed on the Distributor’s Application is identical to the mailing address utilized by other Distributors, all Distributors utilizing such identical address may be required, at the Company’s sole discretion, to furnish additional information to the Company. Distributors must report any change of address, telephone number, or email address by calling the Distributor Support Team or by sending written or email notice to the attention of Distributor Support Team. All persons owning a Distributor distributorship, must sign written notification of an address change when a Distributor position is owned by more than one individual (e.g., husband and wife).

3.3 – Identification
Prospective Distributors are required to provide a valid Social Security number or FEIN, legal name as it appears on the Distributor’s Social Security Card, and birthdate to the Company on the application. The Company will verify all Social Security numbers and FEINs upon enrollment and renewal; and by submitting the Distributor Application, the Distributor consents to such Social Security, FEIN, and background checks. The Company will assign and provide a unique Distributor Identification Number to the Distributor by which he, she, or it will be identified. This number will be used to direct Customers and Distributors to enroll and to track bonuses and commissions. All confidential information will be protected and not disclosed or sold to third parties as per the Privacy Policy on the official Company website.

3.4 – No Requirement to be a Customer
There is no requirement to enroll as a Customer of the Company in order to become or remain a Distributor.

3.5 – Electronic Resource Kit
The Electronic Resource Kit includes Company training and business-support literature. In order to familiarize Distributors with the Opportunity, Products and/or Services and its sales techniques, sales aids, and other matters, the Company provides access to an Electronic Resource Kit through the optional Back Office. Distributors have the option to gain access to the Electronic Resource Kit through the Back Office and will not be mailed a physical Resource Kit. The Distributor may choose to access the Back Office and the Electronic Resource Kit by paying a monthly Back Office fee.

3.6 – Distributor Benefits
Once a Distributor’s Application has been accepted by the Company, the benefits of the Agreement are available to the new Distributor. These benefits include the right to:

a) Sell the Company’s Products and/or Services to Customers in selected markets;
b) Participate in the Compensation Plan and receive bonuses and commissions, if eligible and earned;
c) Sponsor other individuals as Distributors and thereby build an Organization and progress through the Compensation Plan, if applicable;
d) Receive periodic Company communications;
e) Participate in Company sponsored support, service, events, training, motivational and recognition functions (upon payment of appropriate charges, if applicable); and
f) Participate in promotional and incentive contests and programs sponsored by the Company for Distributors, if eligible.

3.7 – LearnIt Training Program and Educational Platform
LearnItTM is a training program and educational platform accessible from the Back Office that allows all Distributors to learn about our Products and/or Services and the Direct Selling Industry; as well as provide personal development and motivation. Distributors are not permitted to share test answers with other Distributors or take the mandatory training sections of LearnItTM for other Distributors.

3.8 – Training and Business Tools
Education, training, and motivation are critically important to building a successful Independent Business. To educate Distributors in the business and teach them how to train and motivate others, the Company provides support materials, tools, support services, and training events in a joint effort with Field Leaders. These materials include training collateral and ticketed events produced and distributed by the Company. Distributors are not required to purchase these items or to attend such events. As such, these items and events are subject to a non-buyback rule. These items may include books, magazines, charts and other printed materials, audio CDs or DVD software, subscriptions, online materials, training and recognition events, conventions and other ticketed events and websites.

3.9 – Distributor Communications and Recognition
To protect the Distributor’s privacy, the Company will only communicate with the individual whose name appears in the field for Applicant Name or Co-Applicant Name (if an individual) or the field for Contact Name (if a Business Entity) on the Agreement. An organization name is not permitted as a Contact Name. The Company will verify the Distributor’s identity before speaking with the Distributor and the Company will only e-mail to the e-mail provided on the account. The only exceptions are if an individual has a designated co-applicant assigned to an account or if a letter of authorization signed by the account holder has been provided to the Company authorizing the Company to communicate with a third party. If a Distributor is the recipient of an award, rank advancement, or other recognition, the award, rank advancement, or recognition will be under the individual or Business Entity whose name appears in the “Recognition Name” field. In the event the Recognition Name field is blank, the Awards and recognition will be awarded to the main account holder or business entity name. If there is no name or Business Entity name in the Recognition Name field, the default will be the Distributor’s first and last name. Awards and recognition may be withheld for those Distributors who are not in good standing with the Company. The Distributor waives any and all claims against the Company with respect to the Company’s errors regarding awards or other recognition.

4.1 – Change of Contact Information
Accurate and current contact information of Distributors is essential for timely delivery of Company information, as well as the issuance of tax documents, and commissions. Therefore, all Distributors are required to keep their contact information (e.g., contact name, SSN or FEIN number, email address, mailing address, and telephone number) current. Any email address or telephone number change can be made in the Distributor’s Back Office or by contacting the Distributor Support Team see Important Contact Information). A mailing address change can only be made by contacting the Distributor Support Team (see Important Contact Information) and providing a team member with documentation for proof of residence. Distributors that wish to split 1099s must email the Distributor Support Team (see Important Contact Information). Distributors should allow two (2) weeks for changes in contact information to take effect. Any fines, sanctions, or penalties levied upon the Company or its distributors resulting from a Distributor’s failure to provide the Company with accurate and complete contact information, in a timely manner, shall be deducted from that Distributor’s commissions.

4.2 – Ongoing Training
Distributors are strongly encouraged to further their understanding of Products and/or Services, markets, and the Opportunity. To support this process the Company created LearnIt, which provides training modules that are both informative and educational. Distributors should take the time to visit LearnIt each month to keep current on any modules added for Distributor development. Distributors who sponsor other Distributors are expected to provide assistance and training to ensure that those sponsored Distributors are properly operating their Independent Business. Distributors must have ongoing contact and communication with the Distributors in their Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voicemail, email, and the accompaniment of Downline Distributors to Company meetings, training sessions, and other functions. Upline Distributors are also responsible for motivating, training, and educating new Distributors regarding Products and/or Services and sales techniques. Communication with and training of Downline Distributors must not in any way violate any Policies and Procedures herein. Distributors must mentor and monitor other Distributors in their Organizations to ensure that Downline Distributors do not put their Independent Business or the Company at risk by violating these Policies and Procedures.

4.3 – Business Expenses
As Independent Contractors, Distributors are solely responsible for any expenses which result from their business operations. These expenses may include, but are not limited to, licenses or permits required to operate their businesses, legal fees, telephone expenses, travel expenses and advertising. Distributors are prohibited from signing or entering any agreement of any kind, opening any bank account, securing credit or making purchases in the name of or on behalf of the Company or its Distributors.

4.4 – Taxes
As Independent Contractors, Distributors will not be treated as employees of the Company for federal or state tax purposes including, with respect to the Internal Revenue Code, Social Security Act, federal unemployment act, state unemployment acts or any other federal, state, or local statute, ordinance, rule or regulation. Each Distributor is solely responsible for paying applicable taxes on any income generated as a Distributor; as required by law. No taxes are deducted from any commissions and/or bonus payments.

Each Distributor is required to provide the Company with a completed W-9 tax form. Annually, the Company will provide an IRS Form 1099-MISC (Non-employee Compensation) earnings statement to each Distributor who had earnings of more than $600.00 in the previous calendar year. It is the Distributor’s responsibility to provide the Company with the proper social security number or taxpayer identification number for the purpose of Internal Revenue Service filings. Failure to provide required tax documentation will result in payments being withheld or forfeited.

4.5 – Insurance
As Independent Contractors of the Company, Distributors are not covered by the Company’s insurance. As business owners, it is strongly recommended that all Distributors have appropriate or required General Liability and Workers’ Compensation coverage.

5.1 – General Marketing Standards and Practices
For purposes of the Policies and Procedures, marketing standards are the practice of soliciting (i) others with the Opportunity, or (ii) potential Customer with the Products and/or Services. When promoting either, Distributors
must adhere to good business practices, including, without limitation, the following general marketing standards:

a) Identify yourself as a Independent Distributor representing the Company;

b) Be clear you are not an employee of the Company or any of its distributors;

c) Do not represent yourself as an affiliate or employee of, or in partnership with, any provider or any competitive service providers;

d) Do not represent yourself as being affiliated with or employed by any federal or state agency, commission, office, or personnel;

e) Comply with all state and federal regulatory requirements;

f) Only market to your Warm Market, defined herein as any person with whom you have an established business or personal relationship. The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two-way communication between a Distributor and a person, on the basis of an inquiry, application, purchase, or transaction by the person regarding Products and/or Services offered by such Distributor or a personal or familial relationship, which relationship has not been previously terminated by either party;

g) Provide clear and accurate information about the Products and/or Services; including accurate disclosures;

h) Provide clear and accurate information about the Opportunity; including accurate disclosures;

i) Abide by the Customer Enrollment Compliance Guidelines; as defined herein;

j) Be professional and courteous to all potential and current Customers of the Company;

k) Only Qualified Distributors may market your Independent Business on your behalf;

l) Never represent to a Customer that there are no contracts; and

m) Do not make affirmative representations of savings that are not documented or evidenced in writing from corporate marketing materials.

5.2 – Unacceptable Marketing Standards or Practices
Unacceptable Marketing Standards are a detailed list of advertising and/or marketing practices that are not allowed. Violation of any of the Unacceptable Marketing Standards or Practices can lead to disciplinary sanctions. Unless otherwise expressly stated herein, the following activities are prohibited:

a) Slamming – The process of enrolling a customer without the expressed authorization of the account holder of record.

b) Door-to-Door Marketing – Face-to-face solicitation of a prospective Customer initiated by the Distributor at the home or business of a prospective Customer that is unknown to the Distributor. This does not apply to those Customers in a Distributor’s Warm Market.

c) Spamming / Email, Text or Other Electronic Solicitation – Defined as utilizing or sending unsolicited electronic communications promoting Products and/or Services to prospective Customers or Distributors unknown to the Distributor. Except as provided below, such electronic solicitations are prohibited.

Distributors are strictly prohibited from utilizing unsolicited bulk email distributions or broadcasts (spamming) or any other email distributions that may be illegal under applicable federal, state or local laws, rules or regulations, to market or sell products or services or to solicit Customers or Distributors. Distributors shall not make offers or solicitations in the guise of research, surveys or informal communication. Distributors may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.

Distributor agrees to compline with the CAN-SPAM Act; a federal law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails no longer sent to
them and spells out tough penalties for violations.

Email solicitation is permitted if the following conditions are met: (1) the email distribution list must be the Distributor’s Warm Market, (2) the content of all email solicitations must be approved by the Compliance
Department (see Important Contact Information) prior to distribution, (3) the content must comply with the applicable laws and regulations including, without limitation, the Federal CAN-SPAM ACT, and (4) Distributors must:

(i)Provide a functioning return email address to the sender;

(ii) Include a notice in the email that advises recipients that they may reply or that future email solicitations have an “opt- out” notice;

(iii) All “opt-out” requests must be honored;

(iv) Include their physical mailing address; and

(v) clearly disclose that the message is an advertisement or solicitation. The use of deceptive subject lines or false header information and restricted wording is prohibited.

d) Telemarketing / Cold Calling – Placing one or more telephone calls to an individual or entity outside of the Distributor’s Warm Market to solicit the purchase of Products and/or Services or the Opportunity.

e) Obtaining of Customers by use of blind mailing lists or Direct Mail Sales Programs.

5.3 – Standards for Marketing Outside of a Distributor’s Warm Market
When permitted, Distributors promoting the Company outside their Warm Market must adhere to all applicable regulatory requirements. Marketing Events and Internet marketing are considered marketing channels outside of a Distributor’s Warm Market and the Company has identified specific marketing standards for each of these channels as follows:

5.3.1 – Marketing Events
A Marketing Event is defined herein as any event, exhibition, conference, convention, exposition (expo), forum, meeting, seminar, trade show, workshop, or other public gathering where the Distributor displays the Company information to potential Customers or Distributors and/or that provides a Distributor the ability to market the Company and the Opportunity to potential Customers and/or Distributors. It is the Distributor’s responsibility to receive approval from the onsite event coordinator and ensure that he or she is the only Independent Distributor attending the event.

In addition to the General Marketing Standards in Section 4.1, a Distributor with a display at a Marketing Event must adhere to the following standards:

a) Provide the potential Distributor and/or Customer with approved written information regarding the Company, the Opportunity, and/or the Products and/or Services immediately upon request;

b) Provide the Company’s telephone number for inquiries, verification, and complaints; and

c) Strictly adhere to all of the Marketing Standards contained in the Distributor’s Back Office and incorporated herein by this reference. We recommend that you visit the Back Office for your booth accessories and branding needs for a professional display. Distributors are not permitted to promote the Company at flea markets, garage sales, or swap meets as these and other similarly situated events are not conducive to the professional image that the Company wishes to portray.

The Company further reserves the right to refuse authorization to participate in any function that it does not deem suitable for the promotion of the Company.

5.3.2 – Internet Marketing
A Distributor is permitted to use standard and public online blogs, social networks, or other online forums to discuss the Opportunity, Products and/or Services as long as the content complies with the Policies and Procedures and the Marketing Standards. However, if a Distributor wishes to advertise or market the Company and the Opportunity via the previously mentioned channels, a Distributor may only do so by directing traffic to the Distributor’s Personal Replicated Website or the Company marketing websites. This section does not apply to Distributor-developed websites. See Section 4.9.7 for detailed information. In addition to the General Marketing Standards herein, a Distributor using blogs, social networks, or other online forums must comply with the following:

a) Clearly indicate that you are an Independent Distributor and not an employee of the Company;

b) Clearly indicate that you are not affiliated with any federal or state agency, commission, office, or its personnel;

c) Strictly adhere to all of the Marketing Standards; and

d) When publishing content that has to do with the Company, use a disclaimer noting that the postings are your own and do not represent the Company’s views or opinions.

5.4 – Advertising and Marketing
Distributors shall safeguard and promote the good reputation of the Company. Distributors shall not engage in advertising practices that are deceptive, false, misleading, or unfair. The following section deals with the subject of advertising and marketing. For purposes of clarification, advertising is defined as the action of calling something to the attention of the public. Marketing is defined as the process or technique of promoting, selling, and distributing a product and/or service. With regard to both of these topics, a Distributor is not allowed to advertise and/or market to Distributors and/or Customers unless the Distributor utilizes the materials provided in the Distributor’s Back Office or Company websites. All advertising materials (i.e. print, banners, flyers, letters, etc.) used by Distributors for advertising and/or marketing purposes hereunder can be found in the Back Office. These are the ONLY advertising and/or marketing materials that Distributors are permitted to use. Any deviation from or changes to these materials is strictly prohibited.

Distributors are prohibited from creating any customized advertising and/or marketing materials (i.e. print, banners, flyers, letters, etc.) that would be used to advertise and/or market to Distributors and/or Customers. Advertising and/or marketing, and particularly advertising and/or marketing that is considered high exposure (e.g., billboards, magazines, newspapers, radio, television), is not allowed for Distributors and/or Customers. Doing so, will be considered a breach of this Agreement.

Advertising and/or marketing may be considered for Distributors with the express written approval of the Compliance Department (see Important Contact Information). In those rare instances where a Distributor wishes to create a piece of advertising and/or marketing material that would be used to advertise and/or market to Distributors and/or Customers that is not already provided in the Back Office, the Distributor may do so as follows:

The Distributor must first submit a draft of the material created to the Compliance Department (see Important Contact Information). This material will be reviewed by the Compliance Department and may be considered for approval on a case-by-case basis in the Company’s sole and absolute discretion. Requests will be reviewed within five (5) business days whenever possible. Unless express written approval is received by the requesting Distributor, the request shall be deemed denied.

5.4.1 – Sales Aids and Training Materials
To promote the Opportunity, Distributors must exclusively use the sales aids and training materials produced by the Company. The Company approved and produced training materials are available in each Distributor’s Back Office.

However, in rare circumstances, the Company may allow a Distributor to use promotional materials, training aids, or other literature that the Distributor has developed. If a Distributor wishes to use such self-produced materials, the Distributor must submit the materials to the Compliance Department (see Important Contact Information) for review. Unless the Distributor receives express written approval from the Compliance Department, the Distributor shall not be permitted to use self-produced materials.

The Company will not permit Distributors to sell sales aids, that promote, educate, or train the Opportunity to other Distributors without prior express written approval by the Compliance Department (see Important Contact Information). Additionally, Distributors who receive authorization from the Compliance Department to produce their own sales aids may not sell such material for profit to any other Distributor, but may recover out-of-pocket costs for such materials and events.

5.4.2 – Promotional Materials
The Company has developed a success system based on proven experience and knowledge. As such, the Company has already created marketing materials and activities to fully support the Company, Opportunity, and Distributor’s Independent Business. No other marketing material or activities are necessary to become successful as a Distributor. Only the promotional and advertising materials produced by the Company may be used to advertise or promote the Company and/or the Opportunity, whether written, record, or online. Advertising and marketing materials are defined as any printed, broadcast ,or online communications including, but not limited to, advertisements, brochures, videos, flyers, banners, presentation materials, apparel, signage, internet, websites, video blogs, etc. The Company’s promotional and advertising materials may be duplicated or reprinted without the prior written permission of the Company.

5.4.3 – Events
The Company supports the practice of opportunity meetings, business receptions, trainings, and live or virtual events as they are valuable tools when conducted with professionalism and integrity. Distributors may charge an entrance fee or sell event tickets, but the total fees received must not exceed the reasonable cost of such meetings and trainings or special events; provided, however, no Distributor may charge a fee or request payment from a prospective Distributor or Customer. No meeting or training is allowed to create any profit to those Distributors conducting the event. Distributors sponsoring such events must keep a detailed registration of all attendees and documentation of revenues and expenses. The Company, in its sole discretion, may attend Distributors events and/or audit any event to ensure compliance with these Policies and Procedures and may use
recording devices in connection with such audits. Distributors may not produce, or reproduce for sale or distribution any recorded Company events or speeches without the express written approval from the Compliance Department. Nor may Distributors reproduce for sale or for personal use any recording of audio or video presentations produced by or for the Company. The Company reserves the right to rescind approval for any promotional materials, sales tools or other literature or events and Distributors waive all claims for damages or compensation arising from or relating to such rescission.

5.5 – Online Advertising and Marketing Standards and Practices
5.5.1 Internet Advertising Policy
The Company prohibits the use of any unapproved online advertising to promote the Company, the Opportunity, Products and/or Services, any online video, any Company website address or sub domain of a Company website address except as expressly set forth herein. Other than through a Personal Replicated Website (PRW), Distributors are prohibited from using internet sponsored links to take orders or leads for the Opportunity.

5.5.2 – Search Engine Advertising
A Distributor may use paid search engine advertising (e.g., Bing, Google) approved by the Company. Distributors may only use Company approved phrases available from the Compliance Department to promote Products and/or Services or the Opportunity. Distributors must agree to rules and regulations as applied by individual search engines. The Company is not affiliated in any way to any search engine with which a Distributor may be
registered. Distributors must submit requests to the Compliance Department (see Important Contact Information) to receive the express written approval prior to engaging the use of paid search engine advertising. Distributors receiving approval to engage in search engine advertising acknowledge that the success, or lack thereof, of search engine advertising is not the responsibility of the Company. The Company allows Distributors to place approved advertising, such as sponsored links through search engines, on the internet to promote the Company and/or Opportunity. However, sponsored links may not contain any Company or its distributors registered trademark, logos, names, or copyrighted material and must strictly adhere to these Policies and Procedures. Distributors may register their Personal Replicated Website (PRW) with internet search engines. These searches may be linked only to the Distributors’s PRW. Distributors may not use any term that is a trademark, service mark, copyright, or that violates any other proprietary right held by another to register their PRW in a search engine.

5.5.3 – Links and Banner Ads
Distributors may place banner ads and links to their Personal Replicated Website on third-party websites, provided that the Distributor uses Company approved banner ads, templates and images. The third-party website: Shall not contain any content or material that could be construed as unlawful, offensive, controversial, or distasteful; Shall not contain content and materials that are not appropriate for all age groups; and must strictly adhere to all of the Marketing Standards.

The individual Web page that a link or banner ad is posted on shall not contain links or banner ads for any other Direct Selling company or in any way promote another Direct Selling company. Prior to placing a link or banner ad on a third-party website, the Distributor must submit the URL of the third-party website to the Compliance Department (shop@botanic.co) for review. If the Compliance Department determines that the third-party website is acceptable for display of a Company banner ad or link, the Distributor will be notified in writing. Unless a Distributor receives express written approval from the Compliance Department, the request shall be deemed denied. If approval has been provided by the Company and at a later date the website content has changed and no longer meets the above standards, the Distributor must immediately remove the link or banner ad. If the Company’s Compliance Department identities the change, it will contact the Distributor and require the Distributor to immediately remove the banner ad(s) or link(s) from the website.

All banner ads must be linked to the Distributor’s Personal Replicated Website. When directing readers to a Personal Replicated Website, it must be evident to a reasonable reader, from a combination of the link and the surrounding content, that the link will go directly to a Personal Replicated Website. Any attempt to mislead Internet readers into believing they are going to a Personal Replicated Website, when in fact they land at another website, is prohibited. The determination as to what is misleading or what constitutes a reasonable reader will be at the Company’s sole and absolute discretion.

5.5.4 – Distributor-Developed Websites
Distributors may develop a website to promote the Products and/or Services or the Opportunity and support their team. Prior to publication, the Distributor must submit the proposed website to the Compliance Department (see Important Contact Information). The website may not be published or made accessible to members of the public unless the Distributor has received express written approval from the Compliance Department. The Company reserves the right to rescind its approval of a website in the event it determines that the website no longer meets its standards as outlined herein.

5.5.5 – Domain Forwarding
Domain Forwarding refers to forwarding for the purposes of directing a browser to another website, such as a Personal Replicated Website (PRW). Distributors wishing to use domain forwarding (e.g., going to www.example.com directs a browser to https://shopbotanic.co/yourusername) for the purposes of directing a browser to their Personal Replicated Websites are permitted to do so; however, the Distributor must submit the domain name to the Compliance Department (see Important Contact Information) for written approval prior to active forwarding.

When directing readers to a Distributor’s forwarding address, it must be evident to a reasonable reader, from a combination of the address and the surrounding content, that the link will go directly to a Distributor’s Personal Replicated Website. Any attempt to mislead internet readers into believing they are going to a Company Personal Replicated Website, when in fact they land at another website, is prohibited.

5.6 – Distributor Personal Replicated Websites
If a Distributor desires to utilize an Internet Web page to promote his, her or its Independent Business, the Distributor may do so through the Personal Replicated Website (PRW) provided by the Company. These websites seamlessly link to the official Company website, giving the Distributor a professional and Company-approved presence on the Internet. Distributors may enroll both new customers and new Distributors at their PRW. All Company website addresses and sub-domains of Company websites are wholly owned by the Company.

Distributors may NOT independently design a website that uses Company trademarks, trade names, logos, or copyrighted materials, or that otherwise promotes, directly or indirectly, Products and/or Services or the Opportunity except as provided herein. Nor may any Distributor use “blind” ads on the Internet that make claims or representations that are ultimately associated with Products and/or Services or the Opportunity. Except as specifically provided in Sections 4.7.2 and 4.9.7, the use of any other Internet website or Web page to promote the sale of Products and/or Services or to promote the Opportunity is prohibited. If you have any questions regarding Personal Replicated Websites you may contact the Distributor Support Team (see Important Contact Information) from the Distributor’s email address on file.

5.7 – Trademarks and Copyrights
The Company does NOT allow the use of their trade names, trademarks, taglines, designs, symbols, and/or copyrighted material by any person, including Distributors, without prior written permission by the Compliance Department. If Distributors are unclear on what constitutes a trade name, trademark, tagline, design, symbol, copyright, etc., it is recommended that they contact the Compliance Department (see Important Contact Information). Distributors shall not use or attempt to register any of the Company’s or a provider’s trade names, trademarks, service names, service marks, product names, company names or any derivative thereof for any email address, Internet domain name, social media, or any other media such as phone numbers or other electronic media. All domain names intended for use by a Distributor for the Distributor’s Independent Business must be submitted for approval to the Compliance Department (see Important Contact Information).

5.8 – Intellectual Property
The Company’s name, trademarks and service marks and copyrighted materials are owned by the Company or its distributors, and the Company’s business distributors’ name, trademarks and service marks and copyrighted materials are owned by the respective business partners (collectively, the “Proprietary Marks”). The use of the Proprietary Marks and copyrighted materials by Distributors must be approved in writing by the Company prior to use and must be in strict compliance with these Policies and Procedures. Distributors are not permitted to use Proprietary Marks in their business name, as a domain name or email address, on or in connection with any social or business networking site or in any other electronic media or transmission without the Company’s prior written consent, which can be withheld in its sole discretion. Any right to use Proprietary Marks and copyrighted materials by a Distributor is non-exclusive. Any and all goodwill associated with the Proprietary Marks and copyrighted materials (including goodwill arising from Distributor’s use) inures directly and exclusively to the benefit of the Company, and/or its distributors (as applicable) and is the property of the Company and/or its distributors (as applicable). On expiration or termination of the Agreement, no monetary amount shall be attributable to any goodwill associated with any Distributor’s use of the Proprietary Marks or copyrighted materials.

5.9 – Media and Media Inquiries
Media relations efforts are to be handled solely by the Company or its distributors’ public relations department. Distributors are prohibited from initiating contact, issuing statements, making appearances, or conducting interviews with the media in which the Company is discussed. Distributors shall not respond to media inquiries regarding the Company or any affiliate companies. All inquiries by any type of media (e.g., print, magazine, newspaper, online media, radio, television, or others) must be immediately referred to the Company (see Important Contact Information), without comment or discussion. This policy is designed to ensure that accurate and consistent information is provided to the public. Distributors shall not utilize magazine, newspaper, online media, radio, television, advertisements, webcasts, video, blogs, or any other mass multimedia form for the advertising or promotion of Products and/or Services or for the purpose of discussing any aspect of the Company without the express written approval of the Compliance Department (see Important Contact Information). In the event that the Company grants permission for the use of such media, the Company reserves the right to be involved in the production process and the right for copies and future use of all recordings.

5.10 – Translations Prohibited
The Company strictly prohibits Distributors from translating any and all Company related materials from one language into any other languages. If a specific translation is needed, please contact the Distributor Services Team (see Important Contact Information) with a detailed request.

6.1 – Customer and Distributor Leads; Customer Information
A Customer Lead is defined as any type of contact information (e.g., email address, mailing address or telephone number) for a prospective Customer. Because the Company does not have the ability to verify that Customer Leads purchased by Distributors are legitimate and because Customer Leads are often obtained through questionable methods, Distributors may not purchase or use Customer Leads. Any Distributor buying leads or Customer referrals does so at their own risk and assumes all liabilities. The Company does not condone or approve buying Distributor leads or referrals. Any Distributor buying leads or Distributor referrals does so at their own risk and assumes all liabilities. Customer contact information is confidential information belonging to the Company. Distributors shall not give, sell, or otherwise distribute such information. Violation of this Section may result in any of the Disciplinary Sanctions listed herein; including the involuntary cancellation of the Agreement.

6.2 – Customer Enrollment Compliance Guidelines
a) Distributors may not enroll on behalf of the Customer. The Customer must enroll personally. Only the account holder of record is authorized to enroll the Customer account. Only the Customer can accept the Company’s Terms and Conditions.

b) Distributors have no authority to and shall not amend or change any of the Terms and Conditions of the Customer Agreement.

c) Distributors should advise Customers to utilize the following methods for enrollment: on the Distributor’s Personal Replicated Website (preferred), by submitting an Application form located in the Back Office to the Company to enroll over the phone. Customers that enroll through a Distributor’s Personal Replicated Website should use the Customer’s personal computer, or personal computing device to enroll. If a Distributor is aware that Customers plan to use a central location, such a community center, to enroll, the Distributor must seek prior written approval from the Compliance Department (see Important Contact Information). Failure to comply with this section may result in any of the Disciplinary Sanctions listed herein; including the involuntary cancellation of the Agreement.

d) All required fields on the Customer Application must be completely filled out, signed and dated by the authorized account holder of record. Incomplete applications will not be processed and a new Customer Application must be submitted. The Company shall not be responsible for any damages or injury to the Distributor caused by the Distributor’s submission of an incomplete Customer Application.

e) Distributors must ensure that Customers fill out the most current version of the Customer Application form. Customer Applications are updated regularly; Distributors may be notified of updates in their Back Office. Distributors have an obligation to periodically ensure that they have the most recent version of the Customer Application. The most up-to-date version is always available in the Back Office.

f) When it is apparent that either the Customer’s English language skills are insufficient or the Customer or another person informs the Distributor of this fact, the Distributor will use an interpreter, find another Distributor fluent in the Customer’s language, or cease pursuing the prospect.

6.3 – Customers Enrolled under the Company
In cases in which a new Customer enrolls without designating a specific Distributor or inadvertently selects an unintended Distributor, the appropriate Distributor may request that the Customer be transferred to the designated Distributor’s Organization. Requests for transfer under this policy will be processed as long as the requesting Distributor makes the request in writing to the Distributor Support Team (see Important Contact Information) within ten (10) business days from the Customer’s date of enrollment with the Company, and with the Customer’s permission. Distributors have a duty to manage their customers regularly and verify that their customer lists are accurate and up-to-date. If a Distributor fails to request such a change within ten (10) business days, the Distributor waives any and all claims against the Company arising from the enrollment of the Customer.

6.4 – Disputes over Customer Enrollments
All Distributors in good standing have the right to refer customers for enrollment with the Company. If there is a dispute among Distributors as to which Distributor should be the enroller of a Customer, the Company will not attempt to resolve the dispute: the Company will regard the first Customer Application it receives as controlling. Distributors will not receive more than one bonus on the same Customer for the same products and services.

6.5 – Holding Customer Applications
Distributors must not manipulate referrals for enrollments of new Customers. All Customer Applications must be sent to the Company within twenty-four (24) hours from when they are completed. If not, the Application may be considered void by the Company. All Customer Applications are the property of the Company.

7.1 – Business Entities
A corporation, limited liability company (“LLC”), partnership, or trust (“Business Entity”) may apply to be a Distributor subject to prior approval by the Company. The Business Entity is required to furnish the names of all parties involved in the corporation, LLC, partnership, or trust on the Application. Failure to disclose or update the Company with Business Entity data may result in cancellation and/or termination. However, no individual may hold an interest in more than one position. Equity owners, managers, officers, directors, trustees, or beneficiaries of a Business Entity applying as a Distributor may not have been (i) a Distributor as an individual, or (ii) an equity owner, officer, manager, director, trustee, or beneficiary of another Distributor Business Entity within six (6) calendar months preceding the execution of the Agreement. For a Business Entity to become a Distributor or renew as a Distributor, it must provide the Company with the following:

a) A completed Application (paper or online application) signed by an authorized officer of the Business Entity;

b) A copy of the corporate Articles of Incorporation (Corporation), Articles of Organization or Operating Agreement (LLC), partnership agreement, or trust agreement; as applicable. Articles of Incorporation or Articles of Organization must be file-stamped by the Secretary of State in the state of formation. Partnership or trust agreements must be fully executed;

c) The full name, address, and Social Security Number of all equity owners and each director, manager, officer, shareholder, unit, or holder who owns the Business Entity;

d) A copy of IRS Form: SS-4 stating the Business Entity’s FEIN, which by providing such FEIN, you consent to verification of;

e) A properly executed Form W-9;

f) A copy of a fully signed resolution authorizing the Business Entity to enter into the Agreement; and

g) A letter from the Business Entity designating one individual, who must be at least twenty-one (21) years of age, as the responsible party for the Business Entity’s operations and sales. Any Business Entity submitting an online application will need to submit all required documentation to the Company (see Important Contact Information) in order to complete enrollment.

7.2 – Change of Distributor Legal Designation
Distributors may change their legal designation under the same Sponsor from an individual to a Business Entity (as well as changing the type of Business Entity). Distributors seeking such a change must comply with this Section and complete the Business Entity Change Application and submit it to the Company (see Important Contact Information). There is a $25.00 fee for each change requested; this fee must be included with a
new Application.

7.3 – Organization Protection
When a vacancy occurs in an Organization due to the cancellation and/or termination of a Distributor’s Agreement, the Distributors in the Downline of the terminated Distributor will remain in their original positions. The Customers associated with the terminated Distributor will remain as Customers unless they voluntarily cancel. Upline Distributors will continue to receive bonuses and commissions as they did prior to the cancellation and/or termination event. The position occupied by the terminated Distributor will not be filled and will remain vacant in the Organization. There is no “roll-up” or “compression” of Distributors and/or Customers. In addition, when a Distributor is terminated due to violations of the Polices and Procedures, bonuses and commissions resulting from violations of the Policies and Procedures will not be paid and may impact the entire Organization.

7.4 – Sponsoring a Distributor
All Distributors in good standing have the right to sponsor and propose to enroll others into the Company. While each prospective Distributor has the ultimate right to choose his, her, or its own Sponsor, Distributors are expected to maintain a high level of integrity and respect for one another in the Distributor community. When a Distributor has presented the Opportunity to a prospect either in person, online, or over the telephone in a formal presentation manner, other Distributors should be courteous of the relationship and not interfere in the sponsoring process by attempting to entice enrollment under a different Sponsor for a minimum period of thirty (30) days. After this thirty (30) day time frame has elapsed, the prospect is to be considered a free agent and can be approached by other Distributors in the field. If two (2) Distributors claim to be the Sponsor of the same new Distributor, the Company will expect the resolution for the dispute to take place in the field. In the event this cannot be accomplished and the new Distributor will not make the choice, the Company will assign the new Distributor to the Sponsor identified in the first dated application received by the Company.

7.5 – Corporate Sponsored Distributors
Occasionally, a new Distributor will enroll directly under the Company’s website without the support of a Sponsor. The Company believes that all Distributors should have the support of a Sponsor. In situations in which a new Distributor signs up under the Company, an attempt will be made by the Distributor Support Team to identify the correct line of sponsorship. However, in the event that no Sponsor is selected, the new Distributor will be assigned to a Sponsor as follows: such Distributors will be assigned to National (and above) on a rotating basis. The Company will contact the proposed sponsor to whom a new Distributor is being assigned for recommended placement within the Organization. The proposed Sponsor must contact the new Distributor within five (5) business days or the new Distributor will be reassigned.

7.6 – Sponsorship Rules
7.6.1 – Sponsor Support and Training
Distributors must provide ongoing communications, advice and support to their commissionable downline organization. Distributors are encouraged to assist new Distributors in training and enrolling new customers and other Distributors.

7.6.2 – Transfer of Sponsorship
Changing sponsors is strictly prohibited except as expressly set forth herein. A Distributor may rejoin the Company under a new sponsor only after a period of no less than six (6) months from the date that the Distributor’s independent contractor relationship with the Company was voluntarily terminated or he or she failed to renew the Agreement.

To protect the integrity of all Organizations and safeguard the hard work of all Distributors, the Company does not permit a Distributor to change sponsorship (“Cross-Team Sponsorship”) when the Distributor is currently under a Distributor Agreement, or who has had such an Agreement within the preceding six calendar (6) months. The Company prohibits changes in sponsorship. Maintaining the integrity of sponsorship is critical for the success of every Distributor and Organization. Accordingly, the transfer of an Independent Business from one Sponsor to another is not permitted except as otherwise expressly provided herein. For example: In cases in which new Distributors are mistakenly enrolled under someone other than the Distributor intended to be their Sponsor, those Distributors may request that they be transferred to another organization with their entire Organization intact. Requests for transfer under this policy may be submitted as long as the Distributor makes the request in writing to the Distributor Support Team (see Important Contact Information) within ten (10) business days from the date of enrollment. In the event a Sponsor change is requested outside of the ten (10) business days, the request must be submitted by the Upline Distributors to the Company for consideration. If the request is considered and approved, the Company will require the approval of the enrolling Distributor and the Upline Distributors before the change can be finalized. If a Distributor discovers Cross-Team Sponsoring, that Distributor shall report it to the Compliance Department (see Important Contact Information) immediately. The Company may take Disciplinary Sanctions against the Distributor that changed organizations and those Distributors who encouraged or participated in the Cross-Team sponsoring. The Company may also move all or part of the offending Distributor’s Organization to his or her original Marketing Organization if the Company deems it equitable and feasible to do so. The Company has no obligation to move the Cross-Team-sponsored Distributor’s Organization, and the ultimate disposition of the organization remains within the sole discretion of the Company. Distributors waive all claims and causes of action against the Company arising from or relating to the disposition of the Cross-Team-sponsored Distributor’s Organization. Resolving conflicts over the proper placement of a Downline that has developed under an organization that has improperly switched Sponsors is often extremely difficult. Distributors waive any and all claims against the Company and its distributors that relate to or arise from changes in the lines of sponsorship.

7.7 – Sponsor Disputes
The person whose name appears on the Agreement date-marked at the earliest date is the sponsor. The Company reserves the right to determine the sponsor of a Distributor.

7.8 – One Independent Business per Individual or Entity
An individual or entity can only have an ownership interest, legal or equitable, in one (1) Independent Business. In the event that multiple accounts are discovered, the most recently sponsored accounts will be deactivated. In addition, only one (1) person per Household may have an ownership interest in an Independent Business. For example, if you and your sister reside in the same Household, only one of you may have an Independent Business. The term Household is defined herein in the same manner as the U.S. Census Bureau definition. A Household includes all the persons who occupy a housing unit. A housing unit is a house, an apartment, a mobile home, a group of rooms, or a single room that is occupied (or, if vacant, is intended for occupancy) as separate living quarters. Separate living quarters are those in which the occupants live and eat separately from any other persons in the building and which have direct access from the outside of the building or through a common hall. The occupants may be a single family, one person living alone, two or more families living together, or any other group of related or unrelated persons who share living arrangements. People not living in households are classified as living in group quarters.

A violation of this Section is commonly known as Stacking. Stacking is defined herein as Distributors who enroll more than 1 business per household. Stacking is strictly prohibited.

7.9 – Stacking
Stacking is a fraudulent manipulation of the Compensation Plan. Stacking occurs when a sponsor places Distributors or Customers under a downline Distributor (who may not know or have any relationship with the Customers and/or Distributors) in order to trigger commissions and/or a promotion. Stacking is unethical and unacceptable behavior and may result in the cancellation or termination of the Agreements of all Distributors found to be involved and will result in the loss of all future commissions, bonuses, and other payments.

7.10 – Distributor Recruiting Rules
To protect the integrity of the Opportunity the following Distributor recruiting rules are strictly enforced:

7.10.1 – Enrollment of Spouses
Spouses can sign up as Distributors as either (i) a single Distributor (example: John and Jane Doe); or, (ii) as individual Distributor positions with the same sponsor. Spouses, whether operating as a single Distributor or each with his or her own position under the same sponsor represent to the Company that each of them (i) is jointly bound by the terms of the Agreement and these Policies and Procedures; (ii) is responsible for any and all conduct by his or her spouse even if only one spouse is designated as a Distributor; and (iii) understands that if the spouse of any Distributor acts in a manner which would be a violation of the Agreement and/or these Policies and Procedures, such violation will be attributed to each of the Distributor position(s), and to both the husband and wife.

7.10.2 – Multiple Positions Prohibited
A Distributor may not own, operate, or have an interest in more than one Distributor position except as expressly stated herein.

7.10.3 – Phantom Positions
A Distributor shall not provide false or invalid social security numbers or FEINs on an Agreement. Placing another individual’s name or establishing phantom Distributor positions is a violation of these Policies and Procedures and will result in the immediate cancellation and/or termination of the Distributor Agreement and loss of all future commissions, bonuses, and other payments.

7.10.4 – Cash or Monetary Incentives
The Company strictly prohibits Distributors from offering any cash or monetary incentives, promotions, prizes, or bonuses to their downline or upline as a method of influencing recruiting, or customer acquisition. Further, the Company prohibits the use of cash or monetary incentives, promotions, prizes, or bonuses for the purpose of recruiting new Distributors.

7.10.5 – Cross-Team Recruiting
The Company does not permit a Distributor to recruit other Distributors (“Cross-Team Recruiting”) when the Distributor is currently under a Distributor Agreement, or who has had such an Agreement within the preceding six calendar (6) months.

7.10.6 – Targeting Other Direct Sellers
Defined as targeting the sales force of another Direct Selling company to sell Products and/or Services or to become Distributors. Targeting other Direct Sellers is prohibited. This includes the solicitation or enticement of members of the sales force of another Direct Selling company to violate the terms of their contract with such other company. If a Distributor engages in such activity, the Distributor bears the risk of being sued by the other Direct Selling Company. If this activity results in arbitration, a lawsuit, or mediation against the Distributor alleging that they engaged in inappropriate recruiting activity of its sales force or customers, The Company will not pay any of the Distributor’s defense costs or legal fees and will not indemnify the Distributor for any judgment, award, or settlement.

7.10.7 – Other Direct Sellers Targeting Distributors
In the event that you are approached by a disenfranchised member of another Direct Selling company, you must inform the disenfranchised member to continue to follow the policies and procedures of the member’s Direct Selling Company.

7.11 – Holding Distributor Applications
Distributors must not manipulate referrals for enrollments of new Distributors. All Distributor Applications must be sent to the Company within twenty-four (24) hours from when they are completed. If not, the Application may be considered void by the Company. All Distributor Applications are the property of the Company.

7.12 – Compensation Plan Claims
When presenting or discussing the Compensation Plan, Distributors must make it clear to prospective Distributors that financial success with the Company requires commitment, effort, and sales skill. Conversely, Distributors must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include:

• It’s a turnkey system;
• The system will do the work for you;
• Just get in and your downline will build through spillover;
• Just join and I will build your downline for you;
• The company does all the work for you; or
• You don’t have to sell anything.

The above statements are examples of improper representations about the Compensation Plan. It is important that Distributors do not make these or any other representations that could lead a prospective Distributor to believe that he or she can be successful as a Distributor without commitment, effort, and sales skill.

7.13 – Income Disclosure Statement and Earnings Claims
The Company makes no guarantees of income, claims of profits or success, or that you will earn money by becoming a Distributor. The success or failure of each Distributor depends upon each Distributors’s commitment, skills, and personal effort. Commissions are only paid on memberships sold to third-party, non-Distributor customers.

Distributors shall not make any earnings projections, earnings claims, anticipated or actual earnings claims, or disclosure of Distributor earnings (including the showing of checks, copies of checks, bank statements, or tax records). Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of earnings claims and testimonials made by persons engaged in Direct Selling. Thus, when discussing the earnings potential available through the Opportunity, Distributors may use only those materials produced by the Company, and may not make any claims inconsistent with such materials. For example “earnings claims” could include, but are not limited to:

a) Statement of actual earnings, for example, a statement made by a Distributor of his, her or its own earnings or those of another Distributor.

b) Statement of average earnings, for example, a statement of the average earnings of all Distributors, whether active or not.

c) Statement of non-average earnings, for example, “Our top Distributor earned XXX dollars last month.”

d) Lifestyle claims, including statements involving large homes, luxury cars, exotic vacations, or other items suggesting or implying wealth. They also consist of references to the achievement of one’s dreams, having everything one always wanted, and other claims phrased in terms of “opportunity” or “possibility” or “chance.” Claims such as “My earnings exceeded my salary after six (6) months in the business,” or “Our Independent Business has allowed my wife to come home and be a full-time mom or for me to be a stay-at-home dad” also fall within the purview of “lifestyle” claims.

7.14 – Earnings Disclosure Statement (EDS)
The Company may distribute an Earnings Disclosure Statement (EDS). The EDS is designed to accurately convey honest and comprehensive information regarding the income of Distributors. The EDS represents the average earnings of Distributors and provides high, low, and average monthly earnings information, as well as annualized averages. When discussing or promoting the Opportunity to prospective Distributors, the Distributor must provide a copy of the current EDS when available (in the Back Office) to each prospect.

7.15 – Products and Services Claims
Distributors are prohibited from making any claim regarding Products and/or Services that deviates from the terms, pricing, and conditions set forth in Company literature.

7.16 – Exclusivity; Non-Solicitation
During the term of the Agreement, Distributors may generally participate in Network Marketing companies so long as they do not solicit other Distributors to join such companies. However, once a Distributor reaches the rank of Area or above, the Company reserves the right to withhold promotional compensation and recognition, in its sole and absolute discretion, for those Distributors who are involved with any other Network Marketing company. In order to achieve the rank of National, a Distributor will be required to sign before receiving compensation or promotional benefits related to the rank of National, an agreement that states such Distributor will remove himself or herself and any Household member from any activities with any other Network Marketing companies, and resign from any current Network Marketing companies within a certain grace period. For a period of six (6) months following cancellation and/or termination of the Agreement for any reason, Distributors shall not directly or indirectly approach or recruit other Distributors or Customers outside of their Personally Sponsored Distributors for any other Direct Selling business or for any other related products or services business. Distributors and the Company understand and agree that because Direct Selling is conducted through networks of independent contractors dispersed across the entire United States and internationally and because business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of this no solicitation provision would render it wholly ineffective. Therefore, Distributors and the Company agree that this no solicitation provision shall apply to all markets in which the Company conducts its business. Distributors understand and agree that customers procured on behalf of the Company are customers of the Company and its business partners. During the term of this Agreement and for six (6) months thereafter, Distributors may not, directly or indirectly, (i) market, offer, or sell products and/or services that compete with, or are similar to, those offered by the Company or its business partners or (ii) otherwise solicit, divert, take away or interfere with any of the customers, employees, or business of the Company. During the term of the Agreement and for six (6) months thereafter, Distributors may not, directly or indirectly, on behalf of themselves or any other individual or company, solicit or induce any Distributor, customer, or employee of the Company or its business partners (i) to participate in any network marketing or direct sales program offered by any other company, regardless of whether or not such company offers similar services, or (ii) to terminate or alter his or her business or contractual relationship with the Company.

7.17 – Sale of Competing Products and/or Services
Distributors may not represent, sell, or promote any competing products and/or services. The Company will not tolerate Distributors specifically or consciously targeting the sales force of another Direct Selling company to sell the Company’s products and/or services or to become a Distributor of the Company.

7.18 – Distributor Participation in Other Direct Selling Programs
A Distributor can engage in non-Company Direct Selling programs outside of Company related products and services, but it is the responsibility of the Distributor to ensure that his or her Independent Business is operated separately and apart from any other program in which the Distributor participates. To this end, a Distributor:

a) Shall not display Company promotional materials or sales aids with or in the same location as any other Direct Selling company’s promotional materials, sales aids, products and/or services;

b) Shall not offer Products and/or Services or promote the Opportunity to prospective or existing Customers or Distributors in conjunction with any other Direct Selling company’s opportunity, product, or service;

c) Shall not offer or promote the products and/or services of any other Direct Selling company at any Company-related meeting, seminar or convention; and

d) Upon achieving the Rank of Regional (or above), must disclose any other Direct Selling company with which the Distributor is involved by sending an e-mail to the Compliance Department (see Important Contact Information).

7.19 – No Customer Solicitation in Unapproved Markets
The Products and/or Services may only be sold and marketed in Company approved markets. In some markets, not all of the Products and/or Services will be available. As additional markets are opened for the sale of Products and/or Services, the Company will announce such markets and availability to all Distributors. Neither the Company nor any of its distributors makes any representation, warranty or guarantee that the Products and/or Services will be available in any additional markets. Accordingly, Distributors are authorized to promote the sale of the Products and/or Services and have Customers enroll for such services only in those specific markets that the Company has announced as being open. The Distributor may, in markets in pre-launch status: (i) conduct training meetings; and (ii) enroll or attempt to enroll potential Distributors.

On occasion, the Company may announce that a market is open for pre-enrollment of Distributors or Customers prior to opening of the market for sale of the Products and /or Services pursuant to the Terms and Conditions announced by the Company at that time.

7.20 – No Exclusive Territorial Rights / Restrictions on Solicitation
The sale of Products and/or Services and is limited to the specific markets as announced by the Company; however, within such markets, there are no exclusive industries, organizations or territories granted to any Distributor. Distributors are not granted any exclusive territory in which to conduct their business. Each Distributor will have the right to conduct business in the locations authorized by the Company, without exclusivity. Distributors may solicit Customers or Distributors only in geographic locations as designated in writing by the Company. Distributors may only market, solicit, or sell the Products and/or Services designated by the Company.

8.1 – Independent Contractor Status
Distributors are Independent Contractors and are not purchasers of a franchise or a business opportunity. The Agreement between the Company and its Distributors does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Distributor; and the Distributor may not represent or imply, orally or in writing, otherwise. Distributors shall not be treated as employees for tax purposes and shall not be eligible for employee benefits, insurance, and unemployment compensation. Distributors are responsible for paying applicable taxes due from all compensation earned as Distributors. The Distributor has no authority, express or implied, to bind the Company to any obligation or Agreement. Distributors shall establish their own activities and goals, hours, own personal level of commitment, without control and direction of the Company, so long as they comply with the terms of the Agreement and applicable laws.

A Distributor may be listed as an “Independent Distributor” in contact directories (e.g., yellow pages, white pages, online yellow pages) under his, her or its own name. Distributors shall NOT identify themselves as brokers, consultants, or any title other than Independent Distributor. Distributors shall not place telephone directory display ads using the Company’s names or logos.

8.2 – Vendor and Other Communications
Any questions, comments, or concerns relating to a Distributor’s Business should be communicated directly to the Distributor Support Team (see Important Contact Information). The Company’s vendors are not able to accommodate communication directly from individual Distributors. Therefore, Distributors shall not directly or indirectly contact any vendor or supplier of the Company unless specifically approved by the Company in writing.

8.3 – Telephone Procedures
Distributors may not answer the telephone or have a voicemail greeting message saying or responding, “Botanic” or any other form of the Company name. Distributors may not use any language or manner that would lead the caller or give caller reason to believe that he or she has reached the corporate offices of the Company. To indicate your status as an Independent Contractor, it is required that you state in any correspondence (such as e-mails or on business cards) that you are an “Independent Distributor” or “Independent Distributor”. For example:, “John Smith, Independent Distributor.”

8.4 – Actions of Household Members or Affiliated Individuals
If any member of a Distributor’s Household engages in any activity that, if performed by the Distributor, would violate any provision of the Agreement, such activity will be deemed a violation by the Distributor. Similarly, if any individual associated in any way with a Distributor, corporation, LLC, partnership, or trust (“Affiliated Individual”) violates the Agreement, such actions will be deemed a violation by the entity. Additionally, a Distributor may not hire any other persons to work or market for the Distributor’s business.

8.5 – Requests for Records
Any request to the Distributor Support Team (see Important Contact Information) from a Distributor for copies of applications, invoices, reports, or other records will require a fee of $2.00 per page per copy. This fee covers the expense of mailing and the time required to research files and make copies of the records.

8.6 – Returned Checks
All checks returned by a Distributor’s bank for insufficient funds will be resubmitted for payment. A $35.00 returned check fee will be charged to the account of the Distributor. After receiving a returned check from a Distributor, all future orders must be paid via credit card, money order, or cashier’s check. Any outstanding balance owed to the Company by a Distributor for Non-Sufficient Funds (NSF) checks and returned check fees will be withheld from subsequent bonus and commission checks.

9.1 – Sale, Transfer, or Assignment
Subject to the Company’s prior review, and written approval, which shall not be unreasonably denied, by the Company, a Distributor may sell or transfer his or her Distributor position to an individual or a Business Entity. A “sale” will be defined as a change in which the individual selling the Distributor position no longer maintains a financial interest in the Distributor position upon completion of the sale. A “transfer” will be defined as a change in name and/or identification number in a Distributor position in which the individual transferring the Associate position still retains a financial interest upon completion of the transfer. Although a Independent Business is a privately owned, independently operated business, the sale, transfer or assignment of a Independent Business and the sale, transfer or assignment of an Affiliated Individual’s interest in a Business Entity that owns or operates a Independent Business is subject to certain limitations. If a Distributor wishes to sell a Independent Business, or an Affiliated Individual wishes to sell his or her interest in a Business Entity that owns or operates a Independent Business, the following criteria must be met:

a) Both the seller and purchaser must complete the Sale or Transfer of Independent Business form and submit it to the Distributor Support Team (see Important Contact Information). There is a mandatory $50.00 administrative processing fee associated with the sale or transfer of an Independent Business. The Sale or Transfer of Independent Business form is provided in the Distributor’s Back Office;

b) The existing line of sponsorship will be transferred in tact so that the business center remains the same in structure and genealogy;

c) The purchaser must be, or must become, a Qualified Distributor. Part of becoming a Qualified Distributor involves completing an Application (whether the purchaser is an active or new Distributor), submitting it to the Distributor Support Team (see Important Contact Information). No enrollment fee will be refunded to the seller and no enrollment fee will be charged to the purchaser. If the purchaser is an Active Distributor, the purchaser may be required to terminate their current Independent Business to ensure compliance with these Policies and Procedures and wait six (6) months to purchase the existing business to remain in compliance with these Policies and Procedures;

d) Before the sale, transfer, or assignment can be finalized and approved by the Company, any debt obligations the selling party and, if applicable the purchasing party, has with the Company must be satisfied; and

e) The seller and, if applicable the purchasing party, must be in good standing and not in violation or under investigation of any of the terms of the Agreement in order to be eligible to sell, transfer, or assign a Independent Business or his, her or its interest in a Business Entity that owns or operates a Independent Business. The review and approval process will begin when the Company has received all of the documentation required in accordance with the requirements set forth in the Sale/Transfer Packet available from the Distributor Services Team. Each transfer or sale of a Distributor position shall be subject such requirements as the Company may impose from time to time. The Company reserves the right to request additional documentation that may be necessary to analyze the transaction between the purchaser and seller. The Company will, at its sole and absolute discretion, approve or deny the proposed sale, transfer, or assignment within thirty (30) calendar days after its receipt of all necessary documents from the parties. The seller must receive written approval from the Company before proceeding with the sale. If the parties fail to obtain the Company’s written approval for the transaction, the transfer shall be voidable at the Company’s option.

The purchaser of the existing Independent Business will assume the obligations and position of the selling Distributor. A Distributor who sells an Independent Business shall not be eligible to reapply as a Distributor for a period of at least six (6) calendar months after the date of the sale. No changes in line of sponsorship can result from the sale or transfer of a Independent Business.

9.2 – Separation of a Independent Business
Dissolution of Business Entities or joint accounts (such as married couples or domestic partnerships) may not be disruptive to the Company, Customers, Distributors, or the Organization. For such dissolutions, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other Distributors, up or down the line of sponsorship. If such separation negatively impacts the Organization or the separating parties fail to resolve their separation in a timely manner, the Company may terminate the Distributor’s Agreement. During any dissolution process, the parties must adopt one of the following methods of operation:

a) One of the parties may, with consent of the other(s), operate the Independent Business pursuant to an assignment in writing whereby the relinquishing spouse, partners, shareholders, or members authorize the Company to deal directly and solely with the other spouse or non-relinquishing partner, shareholder, or member; or

b) The parties may continue to operate the Independent Business jointly on a “business-as-usual” basis, whereupon all compensation paid by the company will be paid according to the status quo as it existed prior to the divorce or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above. Under no circumstances will the Organization of a dissolving Business Entity or joint account (e.g. divorcing spouses) be divided. Similarly, under no circumstances will the Company split bonuses and commissions between divorcing spouses, members of a dissolving Business Entity, or a dissolving domestic partnership. The Company will recognize only one (1) Organization and will issue only one (1) bonus and/or commission payment per Independent Business per commission cycle. Bonus/commission payments shall always be issued to the same individual or Business Entity. The Company may request that the Distributor provide a certified copy of the final decree of divorce which sets forth new ownership of the Distributor position. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of bonuses/commissions and ownership of the Independent Business in a timely fashion as determined by the Company, the Agreement may be terminated. If a former spouse or domestic partner has completely relinquished all rights to the original Independent Business pursuant to a divorce or dissolution, he or she thereafter may be considered for enrollment under any Sponsor of his or her choosing without waiting six (6) calendar months. This will be reviewed by the Company on a case-by-case basis, in the Company’s sole and absolute discretion. In the case of Business Entity dissolutions, the former shareholder, partner, member, or other entity affiliate who retains no interest in the business must wait six (6) calendar months from the date of the final dissolution before re-enrolling as a Distributor. In either case, the former spouse, domestic partner, or business affiliate shall have no rights to any Distributors or Customers in the former Organization. The new business must be developed without solicitation of the current Organization in the same manner as any other new Distributor pursuant to the rules contained herein.

9.3 – Transfer Upon Incapacitation of a Distributor
To generate a transfer of an Independent Business because of incapacity, the conservator, guardian, or trustee of the incapacitated Distributor must provide all necessary documentation. This documentation will establish the right of the subject conservator, guardian, or trustee to the incapacitated Distributor’s Independent Business. Should a Distributor become incapacitated and unable to work his or her business; and a family member or legal
guardian wishes to assume operating control of the Distributor’s business, the Company requires the following medical and legal documentation;

i. A certified copy of medical documentation outlining the condition of the Distributor and his or her inability to effectively manage his or her Independent Business; and/or

ii. A copy of a living will setting forth provisions affecting ownership of the Distributor’s position, or a certified copy of a court order determining legal guardian status. The conservator, guardian, or trustee must:

a) Complete and execute an Application, including all required tax forms;

b) Comply with the terms and provisions of the Agreement; and

c) Meet all of the qualifications for the incapacitated Distributor’s Rank. Any requests for placement transfer must go through the designated process for exception review. Once received and reviewed, the Company has the sole discretion and right to approve or disapprove a transfer of ownership of the Distributor’s business to the designated family member or legal guardian.

9.4 – Succession of a Independent Business
Upon the untimely passing of a Distributor, his or her business may be passed to his or her heir(s). Appropriate legal documentation must be submitted to the Company to ensure the transfer is valid. In order to assign a position which has been inherited, a Distributor of the estate of the deceased Distributor must provide the Company with the following:

i. A certified copy of the death certificate of the deceased Distributor;

ii. A copy of the will setting forth provisions affecting ownership of the Distributor position with proof of its admission to probate, or a certified copy of a court order determining heirship;

iii. Certified Letters Testamentary setting forth the name of the personal Distributor of the deceased Distributor’s estate, dated no more than sixty (60) days from the effective date of the transfer; Accordingly, a Distributor should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Independent Business is transferred by a will or other testamentary process, the heir(s) acquires the right to collect all bonuses/commissions of the deceased Distributor’s Organization provided the following qualifications are met. The heir(s) must:

a) Complete and execute an Application, including all required tax forms;

b) Comply with the terms and provisions of the Agreement; and

c) Meet all of the qualifications for the deceased Distributor’s Rank.

Bonuses/commissions of an Independent Business transferred pursuant to this section will be paid in a single payment jointly to the heir(s). The heir(s) must provide the Company with an “address of record” to which all bonus/commission payments will be sent. If the business is bequeathed to joint heir(s), they must form a Business Entity and acquire a Federal Employer Identification Number (FEIN). The Company will issue all bonus/commission payments and one (1) IRS Form 1099-MISC (Non-employee compensation) to the Business Entity. If time elapses during this process, commissions will be paid as earned.

10.1 – Terms of Service
The Company, its distributors and/or its service providers have the sole right to accept or reject Customer orders for Products and/or Services, to establish and change without notice the Customer’s prices of Products and/or Services, and to establish the terms and conditions of their offering. The Company, its distributors, and its service providers may discontinue offering or selling any Products and/or Services, without liability or obligation. Distributors may only offer and sell Products and/or Services in accordance with prices and terms and conditions established by the Company.

10.2 – Personal Purchases
An Independent Distributor is not required to subscribe to or purchase any product or service marketed by the Company or its distributors. If a Distributor chooses to purchase any Products and/or Services, he or she will be responsible for all purchase billings when due. Each personal purchase by a Distributor of any Products and/or Services shall be deemed a sale by his/her sponsor.

10.3 – Sales Presentations
Distributors understand and agree that only Company materials may be used in training sessions and business presentations. Distributors must present the Opportunity and Products and/or Services as separate relationships, so that each prospect will choose only those relationships he or she truly desires. In presenting the Opportunity to potential Distributors only those figures published by the Company and made available to Distributors for the specific purpose of sponsoring may be utilized. The use of other written or verbal income projections, actual Distributor commissions checks, all other income potential presentations whatsoever or use of any other unauthorized materials are strictly prohibited. At sales presentations, Distributor shall truthfully identify themselves, their products, and the purpose of their business to prospective Distributors and/or Customers. Distributors may not use any misleading, deceptive, or unfair sales practices. Explanations and demonstrations of Products and/or Services offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, and after sales services and delivery. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness (note however that telemarketing is not permitted). Distributors must immediately discontinue a sales presentation upon the request of a potential Customer. Distributors shall not directly or by implication, denigrate any other company, product or service. Distributors shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair completion. Distributors shall not abuse the trust of individual consumers and shall not exploit a customer’s age, illness, lack of understanding, or lack of language expertise.

10.4 – Customer Privacy
An individual’s right to limit use of personal information is an essential aspect of the Company’s service. Distributors are charged with being the guardians of Customer information. A Distributor will not use in any way any information provided by the Customer during the enrollment process, or which the Customer may disclose during the subscription process, or information provided by the Company about the Customer, to market services to the Customer, or any other alternative purpose. Federal and state laws require that the Company and its Distributors protect this private information from dissemination to anyone and limit the ways in which the Company may use the information without appropriate Customer approval. The Company’s privacy policy is available for public review at this website.

10.5 – Unauthorized Contact
Under no circumstances is a Distributor permitted to directly contact any product supplier or service provider with whom the Company or any of their respective distributors without receiving prior written authorization from an authorized officer of the Company. Distributors may not directly contact regulatory agencies or any retail provider on behalf of the Company or in connection with any Company business, without receiving prior written authorization from an authorized officer of the Company.

10.6 – Communications
All electronic communications by Distributor’s business should be clear, honest, and complete so that the recipient of the communication will know the exact nature of what is being offered. Distributors sharing personal information collected online shall provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any Customer requests that his or her personal information not be shared, shall refrain from sharing such information. Distributors shall provide individuals the option to terminate any further communication. Distributors are required to abide by all applicable laws and regulations regarding electronic communications and shall not conduct activities via electronic communication in any market where such activities are prohibited by law.

10.7 – Claims and Warranties
Distributors may make no claim, representation, or warranty concerning any Products and/or Services of the Company or any of their respective distributors, except those expressly approved in writing by the Company or contained in company materials. Except as expressly stated herein, the Company makes no warranty or representation, express or implied, as to the merchantability, fitness for a particular purpose, workmanship, or another warranty arising by law, statute, usage of trade, or course of dealing concerning any Products and/or Services purchased from or through the Company. To the maximum extent permitted by applicable law, all such information, software, products, services related graphics, and content are provided “as is”, “with all faults,” and “as available.”

11.1 – Compensation Qualification and Eligibility
Qualification and eligibility requirements are contained in the Agreement and the Compensation Plan. The Compensation Plan is based on the sale of the Products and/or Services to Customers. Distributors must fulfill personal Customer enrollment requirements, as well as meet other responsibilities set forth in the Compensation Plan to be eligible for bonuses and commissions or advancement to higher Ranks. Distributors must be Active and Qualified Distributor in accordance with the Compensation Plan and must be in compliance with the Agreement in order to be eligible to receive payment of any commissions, bonuses, and other compensation.

11.2 – Compensation Payment
The Company shall pay commissions to Distributors in accordance with the Compensation Plan. The Company may change any portion of the Compensation Plan, including, without limitation, commission percentages, commission structure, bonuses, and/or any other form of compensation at its option and its sole discretion. Each Distributor’s commissions will be paid to the Distributor by a third-party payment-processing vendor. The threshold minimum amount for which the Company will issue a payment to a Distributor is $50.00. If a Distributor’s bonuses and commissions do not equal or exceed $50.00, the Company will accrue the bonuses and commissions until they total $50.00. Payment will be issued once $50.00 has been accrued or will be paid annually. If a Distributor’s social security or FEIN identification number does not match the social security or FEIN number on the bank account receiving payments, then the Company will not pay out commissions until the discrepancy is resolved, at which time any back-dated commissions will be trued up. All prizes and trips earned by Distributors will be considered taxable income and reported to the IRS on a Form 1099. Notwithstanding the foregoing, all commissions, bonuses or other compensation owed to a Distributor, regardless of the amount accrued, will be paid at the end of each fiscal year or upon cancellation and/or termination of a Distributor’s Independent Business. Payment-processing fees may apply to all bonus and commission payments issued to a Distributor. Such fees are charged by the third-party payment-processing vendor and are disclosed on its website.

11.3 – Adjustment to Bonuses and Commissions
Distributors receive bonuses and commissions and rank advancement based on the actual sales of Products and/ or Services to Customers as well as development of Downline Distributors. As such, errors or insufficient data used to pay such bonuses and commissions or to accelerate rank advancement will be corrected and such corrections may result in adjustments to bonuses, commissions, and rank advancement. In the event a Customer receives an adjustment to their billing due to error, and bonuses and commissions have been paid out based on the amount paid by the Customer prior to such adjustment, it may be necessary to likewise adjust the future bonus and commission payments to those Distributors who received bonuses and commissions based on the billing amount prior to the adjustment. This may result in a deduction from future payments or in the payment of additional amounts to such future payments. When this occurs, it will be clearly disclosed to the affected Distributors as either a positive or negative adjustment.

11.4 – Commission Documentation Delivery
All documentation necessary for commission and bonus qualifications must be received by the Company daily by 11:59 p.m. Central Standard Time for a payment to be issued on the same day the following week.

11.5 – Commission Inquiries or Errors
Any commission discrepancy must be reported to the Company in writing. All commission inquiries must be received by the Company within ninety (90) days of the commission release date. If a Distributor has inquiries about or believes any errors have been made regarding bonuses and/or commissions, reports, or charges, the Distributor must contact the Distributor Support Team by either email or by mail (see Important Contact Information) within sixty (60) calendar days of the date of the purported error or incident in question. The Company will not be responsible for any errors unless it is determined that the error was the result of an administrative oversight and was not corrected. The Company will not be responsible for any errors, omissions, or problems not reported to the Company within sixty (60) calendar days from the date the bonus/commission was paid.

11.6 – Reissued Checks
Distributors must request in writing if he or she wants a lost or missing check reissued, which re-issuance may take up to ninety (90) days. If a commission payment must be reissued, the Distributor will be responsible for the fees involved with placing a stop payment on the original payment and reissuing a new payment.

11.7 – Administration Fees.
An administration fee of $3.00 will be deducted from each commission payment made by check to cover processing costs relating to the issuance of the check and the statement. No administrative fee will be charged on commissions paid by direct deposit. A commission payment will not be issued either by check or direct deposit until the total amount (less the administration fee) is greater than $50. All commissions are accumulated until the appropriate amount is reached and added to the next commission payment of its kind.

11.8 Commissions Payment Delay
The Company is not responsible for loss of commissions or delay in payment due to any of the following: (i) the Agreement is not on file with the Company or is incomplete, incorrectly filled out, or not executed; (ii) improper notification of change of address has occurred; (iii) outdated forms are submitted to the Company; or (iv) there are issues in processing customer information.

11.9 – Offset
The Company has the right to offset any amounts owed by a Distributor to the Company, including, without limitation, any indemnity obligation incurred from commissions or other compensation or payments due to the Distributor.

12.1 – Back Office
The Back Office is defined herein as a Web-based application offered to each Distributor that includes business-building tools, training, reporting services, commissions, genealogy, information, news, events, and updates. The Company provides an optional Back Office to its Distributors for a monthly fee. This fee is a recurring monthly fee charged prior to Distributors purchase date of each month. The Company bills thirty (30) days in advance for the monthly Back Office subscription. The Back Office is a non-refundable service and the Company does not provide for partial month refunds. If a Distributor wishes to cancel his, her, or its Back Office subscription, they may do so through their Back Office or by contacting the Distributor Support Team (see Important Contact Information).

The Company reserves the right to deny Distributors’ access to their Back Office at its sole and absolute discretion. Distributors may register for a Back Office during enrollment or from the Company’s Distributor website. A Back Office account may be suspended or terminated after three (3) unsuccessful attempts at billing. If a Distributors’s Agreement is cancelled, terminated, or suspended, their Back Office will be automatically terminated.

The Back Office is separate from the Distributor’s Personal Replicated Website. The Back Office provides access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Distributor’s Independent Business and to increase sales of Products and/or Services. The confidentiality of this information shall survive any cancellation, termination, or expiration of the Distributor Agreement.

12.2 – Back Office Reporting Services
Organizational and business reporting services; including the number of sponsored Distributors is included in the optional Back Office and is available online. Each Distributor acknowledges the Back Office and reporting services are proprietary and confidential to the Company and is transmitted to the Distributor in strictest confidence. Distributor agrees he or she will not use, copy, or distribute the Back Office information and reporting services other than for the benefit of the Company and for the purpose of operating his or her Independent Business. Distributor acknowledges that the Back Office and reporting services may contain information concerning the Distributor including, but not limited to his or her name, address, phone number, products, and earnings, and by executing the Agreement, consents to the dissemination of the Back Office and reporting services. An online report generated that provides critical data relating to the identities of Distributors, sales information and enrollment activity of each Distributor’s Organization. This report contains confidential and trade secret information that is proprietary to the Company. All information provided by the Company in the Back Office regarding Downline Organization, Customers, and commissions reports is believed to be accurate and reliable. Nevertheless, due to various factors including, but not limited to, the inherent possibility of human and technical error, the information is not guaranteed to be true or accurate by the Company nor any persons creating or transmitting the information. To the fullest extent permissible under applicable law, the Company, its distributors and/or other persons creating or transmitting the information will in no event be liable to any Distributor or anyone else for any direct, indirect, consequential, incidental, special, or punitive damages that arise out of the use of or access to personal and marketing organization sales and/or enrollment information (including but not limited to lost profits bonuses/commissions, loss of opportunity and damages that may result from inaccuracy, incompleteness, inconvenience, delay, or loss of the use of the information), even if the Company, its distributors, or other persons creating or transmitting the information shall have been advised of the possibility of such damages. To the fullest extent permitted by law, the Company, its distributors and other persons creating or transmitting the information shall have no responsibility or liability to the Distributor or anyone else under any tort, contract, negligence, strict liability, products liability, or other theory with respect to that information. Access to and use of the Company’s online reporting services and the Distributor’s reliance upon such information is at the Distributor’s own risk. All such information is provided to the Distributor “as is.” If the Distributor is dissatisfied with the accuracy or quality of the information, the Distributor’s sole and exclusive remedy is to discontinue use of and access to the Company’s online Back Office Reporting Services and reliance upon the information. The confidentiality of this information shall survive any cancellation, termination, or expiration of the Distributor Agreement.

12.3 – Confidential Company Information
Company Reports (“Reports”) are available for Distributor access and viewing in the Back Office. Access to these online Reports is password protected. All Reports and the information contained therein are confidential and constitute proprietary information and trade secrets belonging to the Company. These Reports are provided to Distributors in strictest confidence and are made available to Distributors for the sole purpose of assisting Distributors in working with their respective Organizations in the development of their Independent Business. Distributors should use their Reports to assist, motivate, and train their Downline Distributors. The Distributor and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide these Reports to the Distributor. Distributors shall not, on their own behalf, or on behalf of any other person or entity:

a) Directly or indirectly disclose any information contained in any Report to any third party;

b) Directly or indirectly disclose the password or other access code to the Distributor’s Back Office;

c) Use the information contained in any Report to compete with the Company or for any purpose other than promoting or supporting their Independent Business; or

d) Recruit or solicit any Distributor or Customer listed on any Report or in any manner attempt to influence or solicit any Distributor or Customer to alter a business relationship with the Company. Upon demand by the Company, any current or former Distributor will return any and all copies of Reports to the Company. Distributors agree that they shall not post, publish, or otherwise disclose and/or disseminate any of the documents found in their Back Office that are designated as confidential without written approval by the Compliance Department (see Important Contact Information). Buying or selling, or inducing others to buy or sell, Distributor, Customer, prospective Distributor or prospective Customer information is strictly prohibited at all times. Distributors shall not provide any type of incentive for any action or proposed action to induce a Distributor or third party to sell any information pertaining to a Distributor, Customer, prospective Distributor or prospective Customer.

13.1 – Term and Renewal of the Agreement
The term of the Agreement is one (1) year from the date of the Company’s acceptance of the Distributor’s Application unless otherwise cancelled or terminated earlier as provided herein. The Agreement auto renews annually. The Company reserves the right in its sole discretion to reject the renewal of an Agreement.

13.2 – Effect of Cancellation
Cancellation is defined herein as the termination of a Distributor’s business. So long as a Distributor remains active, complies with the terms of the Agreement, and the Company accepts payment of the initial enrollment fee, the Company shall pay bonuses/commissions to such Distributor in accordance with the Compensation Plan. A Distributor’s bonuses/commissions constitute the entire consideration for the Distributor’s efforts in generating sales and all activities related to generating sales (including building an Organization). Following a voluntary or involuntary cancellation of the Agreement by the Distributor or the Company, the former Distributor shall have no right, title, claim, or interest to the Organization that the Distributor operated or receive any bonus/commission from the sales generated by the organization. A Distributor whose business is canceled will lose all rights as a Distributor. This includes the right to sell Products and/or Services and the right to receive future bonuses/commissions or other income resulting from the sales and other activities of the Distributor’s former Organization. In the event of cancellation, Distributor agrees to waive all rights, including but not limited to property rights, rights to the former Organization, and to any bonuses/commissions or other remuneration derived from the sales and other activities of the Distributor’s former Organization. Following cancellation of a Distributor’s Agreement, the former Distributor shall not hold himself or herself out as a Distributor and shall not have the right to promote the sale of Products and/or Services. The Distributor must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to the Company or its distributors’ products, services, plans or programs. Distributor must take all action reasonably required by the Company relating to protection of its confidential information and intellectual property. A Distributor whose Agreement is canceled shall receive bonuses/commissions only through the last full pay cycle the Distributor was active prior to cancellation (less any amounts withheld during an investigation/probation preceding an involuntary cancellation).

13.3 – Voluntary Cancellation
Distributors have the right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Distributor Support Team (see Important Contact Information) from the Distributor’s email address on file or submitted to the Company’s principal business address (see Important Contact Information). The written notice must include the printed name, address, Distributor Identification Number, and signature (if in hard-copy form). The cancellation of the Agreement will become effective upon receipt by the Company. If a Distributor is also a Customer, the Distributor’s Customer Agreement shall continue in full force and effect, unless canceled.

13.4 – Re-Activation of Voluntarily Canceled Position
If an Agreement has been voluntarily canceled and the Distributor chooses to reactivate within six (6) months or less from the cancelation date, the Distributor may reactivate his or her original position under his or her original sponsor. The Distributor does not have the option of starting a new position under a new sponsor. If an Agreement has been voluntarily canceled for a period of greater than six (6) months, the Distributor may start a new position under a new sponsor of their choice.

13.5 – Voluntary Cancellation to Change Organization
Distributors may legitimately change Organizations by voluntarily canceling the Agreement in writing to Distributor Services Team (see Important Contact Information) and remaining inactive (e.g., no sales of Products and/or Services, no sponsoring of Distributors, no attendance at any Company functions, and no participation in any other form of Distributor activity or operation of any other Independent Business) for six (6) calendar months. Following the six (6) month period of inactivity, the former Distributor may reapply under a new Sponsor; however, the former Distributor’s Organization will remain in the original line of sponsorship. The Company may consider waiving the six (6) month waiting period in extreme circumstances at its sole discretion. Such requests for waiver must be submitted in writing to the Company (see Important Contact Information) from the primary email address on file.

13.6 – Involuntary Cancellation
A Distributor’s violation of any terms of the Agreement, including any amendments that may be made by the Company in its sole discretion, may result in any of the Disciplinary Sanctions listed in herein, including the involuntary cancellation of the Agreement. At the sole discretion of the Company, the Agreement may be canceled or terminated for any breach of the Agreement, including, but not limited to, the following:

i. Misrepresenting any aspect of any service or product being offered to a customer;

ii. Failing to comply with, or any breach or violation of any of the terms or provisions of the Agreement, the Policies and Procedures, the Compensation Plan, or any published Company procedure, guideline or directive, as solely determined by the Company;

iii. Failing to earn a commission check for a period of twelve (12) or more consecutive months;

iv. Disparaging the Company, its distributors or suppliers or its Distributors;

v. Cross-recruiting, recruiting or soliciting on behalf of a competitor of the Company, or engaging in any activity that constitutes a conflict of interest as set forth in these Policies;

vi. Misrepresenting Products and/or Services by making claims contrary to Company literature, policies, instructions, or directions; or

vii. Failing to comply with any applicable local, state or federal law, regulation or statute. Cancellation shall be effective on the date on which written notice is emailed, shipped (e.g., USPS, FedEx, or UPS), or mailed to the Distributor’s last known address on file. The Company reserves the right to cancel or terminate the Distributor’s Agreement upon thirty (30) days written notice.

13.7 – Suspension
In the Company’s sole discretion, to protect itself, its Distributors, customers, and distributors, the Company may suspend some or all of its Distributor’s access to information and services and withhold commission payments during the pendency of an investigation without prior notice to the Distributor.

13.8 – Investigations of Inquiries and Complaints
The Company’s Compliance Department will endeavor to investigate Distributor and/or Customer inquiries and complaints concerning a Distributor’s marketing practices or other noncompliant activities within fifteen (15) business days of receipt of a complaint. During the Company’s investigation of a complaint, the Company may, in its sole and absolute discretion, suspend a Distributor. Distributors shall cooperate with the Compliance Department to facilitate a thorough and timely investigation.

13.9 – Notification of Upline
The Company’s Compliance Department may contact the upline of a Distributor under investigation to inform him or her of the investigation. The Compliance Department may advise of corrective or follow-up action from the upline Distributor or his or her downline and may require evidence that he or she has addressed the issue as requested.

13.10 – Appeal of Cancellation / Termination
When a decision is made to cancel or terminate a Distributor, the Company will inform the Distributor in writing that his or her Agreement is subject to cancellation or termination effective as of the date of the written notification or other specified date. The Distributor will have ten (10) days from receipt of the notice to appeal in writing the proposed termination. The failure to respond within such ten (10) day period will be considered acceptance of the termination and/or any other sanction or penalty that the Company may impose. If the Distributor files a timely appeal, the Company will review the termination, consider any other appropriate information and notify the Distributor of its decision, which will be made in its sole discretion, is final and, is subject to no further review or appeal. The termination will be effective as of the date stated in the original termination notice.

13.11 – State Laws
Where state laws on termination are inconsistent with the Company’s termination policy, the applicable state law shall apply.

13.12 – Initial Enrollment Fee Refund
If the Distributor submits a voluntary cancellation request within three (3) business days of the initial enrollment date to the Distributor Support Team (see Important Contact Information), the Distributor will receive a full refund of the enrollment fee (if applicable). For those Distributors who submit a voluntary cancellation after three (3) business days or for those who are involuntarily cancelled, the Distributor may not request a refund of the initial enrollment fee. This refund policy applies only to initial enrollment fees.

13.13 – Monthly Back Office Fee Refund
Monthly Back Office fees paid by the Distributor, if any, are not refundable except where required by state law.

14.1 – Compliance
These Policies and Procedures are guidelines for the Company and all Distributors and serve to protect the rights of both parties. Execution of the Agreement is evidence of the Distributor’s acceptance and agreement to comply with these Policies and Procedures.

14.2 – Reporting Violations of the Agreement
Distributors observing or becoming aware of a violation of the Agreement by another Distributor are required to report the violation to the Compliance Department either by email or phone (see Important Contact Information). If the report is submitted by email, please provide details such as dates, number of occurrences, persons involved, and any supporting documentation. All reports received by the Company will remain confidential and anonymous until such time as the Distributor who made the report authorizes the Company to disclose his, her, or its identity or is compelled to do so by subpoena, court order, or arbitrator’s instruction. Should you have reasonable suspicion or knowledge that a Distributor is violating any of these Policies and Procedures, you have a duty to report such violation. Failure to report could result in disciplinary actions against the non-reporting Distributor. If you are told anything that is contrary to these Policies and Procedures, you may not rely on the information and you have the duty to confirm with the Compliance Department.

14.3 – Confidentiality Agreement
During the term of the Agreement, the Company may provide to Distributors confidential information, including, but not limited to Back Office access, genealogical and downline reports, customer lists and customer information, Distributor lists and information, business reports, commission or sales reports, and such other financial and business information which the Company may deem as confidential. All such information (whether in oral, written, or electronic form) is proprietary and confidential to the Company and is transmitted to Distributors in strictest confidence on a “need to know” basis for use solely in Distributors business with the Company. Distributors must use their best efforts to keep such information confidential and must not disclose any such information to any third party, directly, or indirectly. Distributors must not use the information to compete with the Company or for any purpose other than promoting the Company’s business, program, and its products and services. Upon non-renewal, cancellation, or termination of the Agreement for whatever reasons, the Distributor must discontinue the use of such confidential information and promptly return any confidential information in their possession to the Company.

14.4 – Conflict of Interest
In order to avoid a conflict of interest, the Company does not engage in any other businesses with Distributors, other than this Agreement. Distributors whose employment or other non-Company affiliations allow them access to information such as customer accounts and/or social security numbers are strictly prohibited from using this information in connection with any personal or business activity.

14.5 – Non-Circumvention
Parties agree to non-circumvention of the Company’s customers, prospective customers, vendors, prospective vendors, employees, business contacts, sub- contractors, prospective sub-contractors, business contacts and any other person or entity, collectively referred to as Contacts, introduced to them by the Company. No direct contact will be made to any of the Company’s Contacts by the Parties and no business dealings can occur between the Parties and the the Company’s Contacts without the expressed written consent of the Company.

14.6 – Reverse Engineering
The parties agree that the Receiving Party will not reverse engineer, decompile or disassemble any Confidential Information disclosed to the Receiving Party. Each party’s obligations hereunder are in addition to, and not exclusive of, any and all of its other obligations and duties to the other party, whether express, implied, in fact or in law.

14.7 – Non-Disparagement
The Company values constructive criticism and comments from Distributors. All such comments should be submitted in writing to the Distributor Support Team (see Important Contact Information). While the Company welcomes constructive input, negative comments and remarks made by Distributors about the Company, other Distributors, or Customers, or Employees serve no legitimate purpose and create a negative culture. For this reason, and to set the proper example for their Organizations, Distributors shall not disparage, demean or make inappropriate or negative remarks about Distributors, Customers, or the Company and its directors, officers, employees, and agents. Additionally, Distributors shall not disparage regulators, competitors, or vendors. The Company reserves the right to remove any disparaging or inappropriate comments from any of the Company’s mediums or forums. The Company and Distributor acknowledge and agree that the Company has no responsibility for Distributor actions and shall be held harmless for any Distributor that violates this Section.

14.8 – Disciplinary Sanctions
Violation of the Agreement; violation of any common law duty, including but not limited to any applicable duty of loyalty; violation of any law or regulation; any illegal, fraudulent, deceptive or unethical business conduct; or any act or omission by a Distributor that, in the sole and exclusive discretion of the Company, may damage its reputation or goodwill (such act or omission need not be related to the Distributor’s Independent Business), may result, at the Company’s discretion, in one or more of the following Disciplinary Sanctions:

a) Requiring the Distributor to take immediate corrective measures;

b) Issuance of a written warning or admonition;

c) Suspension with pay which may include deactivation of the Back Office and/or the Distributor’s Personal Replicated Website;

d) Suspension without pay, which may include any combination of the following: (i) Deactivation of the Back Office and/or the Distributor’s Personal Replicated Website; and/or (ii) Withholding of all or part of the Distributor’s bonuses/commissions during the period that the Company is investigating any alleged violation. If a Distributor’s business is canceled for Disciplinary Sanctions, the Distributor will not be entitled to recover any bonuses/ commissions withheld during the investigation period; and/or (iii) Loss of rights to one (1) or more bonus/commission payments; and/or (iv) Ineligibility for Distributor incentive programs including, but not limited to: car bonuses, contests, promotions, recognitions, trips, etc.; and/or (v) Involuntary cancellation of the Agreement (Note: Cancellation will be effective as of the notice date); and/or (vi) Any other measure expressly allowed within any provision of the Agreement or that the Company deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Distributor’s violation. In situations deemed appropriate, the Company may institute legal proceedings for monetary and/or equitable relief. Each Distributor agrees to cooperate with the Company’s investigation of potential violations. A Distributor’s duty to cooperate shall include, without limitation: 1) responding promptly, completely, and truthfully to any inquiries or requests for information or documents (including, but not limited to, books, records, correspondence, and electronically stored information); 2) furnishing requested documents and information within two (2) business days of any request; 3) authenticating documents; and 4) testifying completely and truthfully. Each Distributor agrees that this duty to cooperate with the Company also applies to any mediation, arbitration, civil litigation, or administrative proceeding.

14.9 – Appeal of Disciplinary Sanctions
Following issuance of a Disciplinary Sanction, the disciplined Distributor may appeal the sanction to the Compliance Department. The Distributor’s appeal must be in writing and received by the Company within 10 (ten) business days from the date of the Company’s notice of the Disciplinary Sanction. If the appeal is not received by the Company within the (10) ten business day period, the sanction will be final. The Distributor must submit all supporting documentation with his or her appeal correspondence. If the Distributor files a timely appeal of a Disciplinary Sanction, the Compliance Department will review and reconsider the Disciplinary Sanction(s), consider any other appropriate action, and notify the Distributor in writing of its decision, which will be made in its sole discretion, is final and, is subject to no further review or appeal.

14.10 – Grievances and Complaints
When a Distributor has a grievance or complaint with another Distributor regarding any practice or conduct in relationship to the Distributor’s respective Independent Business, the complaining Distributor should first report the problem to his or her Sponsor, who should review the matter and try to resolve it with the other party’s Sponsor. If the matter involves interpretation or violation of the Agreement, it must be reported in writing to the Compliance Department (see Important Contact Information).

14.11 – Independent Dispute Resolution
If any claim, dispute, controversy, or other difference between or among the Company and/or any Distributor(s) arises out of or is related to this Agreement, or the breach thereof, the parties to the dispute will meet and negotiate in good faith to attempt to resolve the dispute. If, after at least thirty (30) calendar days following the date, one party has sent written notice of the dispute to the other party, the dispute is not resolved, and if any party wishes to pursue the dispute, it will be submitted to the Dispute Resolution Board as set forth below. In no event may arbitration be initiated more than one (1) year following the sending of written notice of the dispute.

14.12 – Dispute Resolution Board
The Dispute Resolution Board reviews evidence, deliberates, and responds to current outstanding issues on a collective basis. The purpose of the Dispute Resolution Board (“DRB”) is to review matters between or among the Company and/or any Distributor(s) that have not been resolved following Independent Dispute Resolution. A Distributor may submit a written request for a telephone conference or an in-person hearing within 5 (five) business days from the date of the failure to resolve any dispute through Independent Dispute Resolution. All communication between or among the Company and/or the Distributor(s) seeking resolution of a dispute must be in writing. It is within the DRB’s discretion whether a claim is accepted for review.

If the DRB agrees to review the matter, it shall schedule a hearing within 15 (fifteen) days of receipt of the Distributor’s written request. All evidence (e.g., documents, exhibits, etc.) that a Distributor(s) desires to have considered by the DRB must be submitted to the DRB no later than 5 (five) business days before the date of the hearing. The Distributor shall bear all of the expenses related to his or her attendance and the attendance of any witnesses he or she desires to be present at the hearing. The decision of the DRB will be final and subject to no further review. During the pendency of the claim before the DRB, the Distributor waives his or her right to pursue arbitration or any other remedy. In no event may arbitration be initiated more than one (1) year following the sending of written notice of the dispute.

14.13 – Mediation
Prior to instituting any arbitration as provided in herein, the parties shall meet in good faith and attempt to resolve any dispute, controversy, or other difference between or among the Company and/or any Distributor(s) arising from or relating to the Agreement, or the breach thereof, through non-binding mediation. One (1) individual who is mutually acceptable to the parties shall be appointed as mediator. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated fees and costs pursuant to the mediation agreement. Each party shall pay its own attorney fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Austin, Texas. In no event may arbitration be initiated more than one (1) year following the sending of written notice of the dispute.

14.14 – Arbitration
If mediation is unsuccessful, any claim, dispute, controversy, or other difference between or among the Company and/or Distributor(s) arising out of or relating to this Agreement, or the breach thereof, the parties to the dispute agree that the dispute will be resolved by binding arbitration administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Distributors waive all rights to trial by jury or by any court. All arbitration proceedings shall be held in Austin, Texas. The parties agree that the arbitrator will have the primary power to decide any question about the arbitra-bility of any claim, dispute, or other difference between them. The arbitrator may award, in addition to declaratory relief, preliminary and permanent injunctive relief and actual damages. If the initial damages sought by the initiating party (the “claimant”) are less than $1,000,000, there shall be one (1) arbitrator. If the initial damages sought by the claimant are $1,000,000 or greater, there shall be three (3) arbitrators. The arbitrator(s) shall be an attorney or attorneys at law, who shall have expertise in business law with a strong preference being an attorney knowledgeable in the Direct Selling Industry, selected from the panel provided by the American Arbitration Association. The prevailing party shall be entitled to receive from the losing party costs and expenses of arbitration, including legal and filing fees. The arbitrator will not have the authority to award economic, consequential, punitive, exemplary or incidental damages. The decision of the arbitrator(s) shall be final and binding on the parties and may, if necessary, be reduced to a judgment and enforced in any court of competent jurisdiction. This agreement to arbitration shall survive any cancellation, termination, or expiration of the Distributor Agreement. No extrinsic evidence, including trade custom, shall be used at the arbitration hearing to interpret the Distributor Agreement.

i. Notwithstanding the foregoing, nothing in the Agreement shall prevent either party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect the party’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

ii. Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright, or other intellectual property or proprietary or confidential information of the Company without the Company’s prior written consent. The Company may seek any applicable remedy in any applicable forum with respect to these disputes.

iii. Nothing in this rule shall prevent the Company from terminating the Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect the Company’s interests prior to the filing of or during or following arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.

iv. Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Agreement, the Policies and Procedures, or the Compensation Plan.

14.15 – Class Action
As part of the consideration exchanged for the opportunity of being a Distributor, all parties expressly waive and disclaim any right to bring any claim in any and all forums as a class action or as a private attorney general. No party may serve as a class representative or as a member of a class in litigation adverse to another Distributor, the Company or any of their distributors.

14.16 – Indemnity
Distributors are fully responsible for all of their verbal and written statements made regarding the Company that are not expressly contained in official Company materials. Distributors agree to indemnify the Company, and its distributors and their respective directors, officers, employees, members, and agents (the “Indemnified Parties), jointly and severally, and hold them harmless from and against any and all alleged claims, liabilities, damages, expenses, fines, penalties; including judgments, third party lawsuits, civil penalties, refunds, lawyers’, attorney, other third party fees, court costs, and lost business arising and/or incurred as a result of or stemming from the Distributor’s (i) unauthorized representations, actions, or inactions; (ii) breach of the Distributor Agreement, Policies and Procedures, Compensation Plan; or (iii) violation of or failure to comply with any applicable federal, state or local law or regulation. This provision shall survive any cancellation, termination, or expiration of the Distributor Agreement.

14.17 – Limitation of Damages
To the maximum extent permitted by law, the Company and its distributors, officers, directors, employees and other Distributors shall not be liable for, and each Distributor hereby releases the foregoing from, and waives any claim for direct, indirect, incidental, special, consequential, or exemplary damages (including, without limitation, damages for loss of business, loss of profits or litigation) which arise out of any claim whatsoever relating to the
Company’s or any distributors’ performance, non-performance, act or omission with respect to the business relationship, use or misuse of its Products and/or Services, or other matters between any Distributor and the Company, whether based on breach of contract, breach of warrant, tort (including, without limitation, negligence) or strict liability, or otherwise, even if advised of the possibility of such damages.

14.18 – Photo, Audio, and Video Release
Distributor hereby grants permission to the rights of their image, likeness, and sound of their voice as recorded on photographic, audio, or video recordings without payment or any other consideration. Additionally, Distributor waives any right to royalties or other compensation arising or related to the use of their image or recording. Distributor understands that their image may be edited, copied, exhibited, published, and/or distributed and waives the right to inspect or approve the finished product wherein their likeness appears. Distributor understands this permission signifies that photographic, audio, or video recordings of Distributor may be electronically displayed via the Internet or in a public setting. Photographic, audio, or video recordings may be used for the following purposes: 1.) advertising, promotions, and/or marketing, 2.) presentations, 3.) educational courses, and/or 4.) any other purpose as the Company deems appropriate. Distributor understands that this material may be used in diverse settings within an unrestricted geographic area, nor is there any geographic limitation on where these materials may be distributed. There is no time limit on the validity of this release.

14.19 – Events Calendar Platform Usage and Content Policies
Distributor agrees that they have fully read, understand, and agree to the Events Calendar Platform Usage and Content Policies.

14.20 – Release of Liability
READ CAREFULLY AS THIS AFFECTS YOUR LEGAL RIGHTS. Because the Company does not supervise or control Company Events or interactions among or between users of Events or Parties and other persons or companies, and because we are not involved in any way with physical transportation to or from Company Events or with the actions of any individuals at Company Events, and because we do not control Amazon.com, PayPal, credit card companies, or other payment processing companies, and because we cannot guarantee the true identity, age, nationality of users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness, or accuracy of various aspects of the Events Calendar platform:

In exchange for participation in the Company Events Calendar platform and/or any event and/or event activity organized by the Company and/or any of its Distributors and or members and/or use of the property, facilities, and services of the Company, and/or any event venue, User agrees for themselves and (if applicable) for the members of User’s family, to the following:

1. User agrees that he/she/it bears all risk and User agrees to release the Company and our executives, officers, directors, shareholders, agents, employees, distributors, subsidiaries, third party partners, Event Organizers, Event Hosts, and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with the use of the Events Calendar platform, Third Party Transactions, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at a Company Event of any kind.

2. User agrees to observe and obey all posted rules and warnings, and further agrees to follow any oralinstructions or directions given by the Company, or the employees, representatives or agents of the Company.

3. User recognizes that there are certain inherent risks associated with the above described activity/activities and User assumes full responsibility for personal injury to themselves and (if applicable) their family members, and further releases and discharges the Company for injury, loss, or damage arising out of User or User’s family’s use of or presence upon the facilities of the Company and/or any event venues, whether caused by the fault of User, User’s family, Botanic, LLC, or other third parties.

4. User agrees to indemnify and defend the Company against all claims, causes of action, damages, judgments, costs or expenses, including attorney fees and other litigation costs, which may in any way arise from User or User’s family’s use of or presence upon the facilities of the Company and/or any event venues.

5. User agrees to pay for all damages to the facilities of the Company or any event venue caused by any negligent, reckless, or willful actions by me or my family.

6. User further waives any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. User waives and relinquishes all rights and benefits which user has or may have under any international, federal, state, local , and/or of any other jurisdiction (including without limitation the states of California, Missouri, Delaware, and Pennsylvania) of any statutory or non-statutory law to the full extent that you may lawfully waive all such rights and benefits.

7. Any legal or equitable claim that may arise from participation in the above shall be resolved under Texas law.

8. I have read this document and this Section and understand it. I further understand that by agreeing to the release of liability, I voluntarily surrender certain legal rights.

14.21 – Amendments
The Company reserves the right to amend its Agreement, Terms and and Conditions, Policies and Procedures, Compensation Plan, company materials, program and prices for Products and/or Services, from time to time, in its sole discretion, which modifications shall become a binding part of this Agreement. Such amendments shall be published on the corporate website or by other means determined by the Company and shall become effective five
(5) days after publication. A Distributors continued acceptance of commissions or bonuses shall constitute his or her acceptance of any and all amendments.

14.22 – Sever-ability
If under any applicable law or rule of any applicable jurisdiction, any provision of the Agreement, in its current form or as amended, is found to be invalid or unenforceable for any reason, only the invalid portion of the provision shall be severed and the remaining portion of the Agreement will remain and be interpreted as best to effect the intent of the parties hereto. The remaining provisions of the Agreement, as the case may be, shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from the Agreement. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.

14.23 – Waiver
The Company requires strict compliance with the Agreement and applicable governing laws. The Company’s failure to exercise any right or power under the Agreement or its failure to insist upon strict compliance by a Distributor with any obligation or provision of the Agreement shall not constitute a waiver of the Company’s right to demand compliance with the Agreement at any time in the future. Waiver by the Company can only be effectuated in writing by an Authorized Officer of the Company and will be specific to the Distributor granted the waiver, unless otherwise stated. The Company’s waiver of any particular breach by a Distributor shall not affect or impair the Company’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Distributor. Nor shall any delay or omission by the Company to exercise any right arising from a breach affect or impair the Company’s rights as to that or any subsequent breach. The existence of any claim or cause of action of a Distributor against the Company shall not constitute a defense to the Company’s enforcement of any term or provision of the Agreement.

14.24 – No Duress
Distributor agrees and acknowledges that they are under no pressure or duress to agree with this Agreement and that they have been given a reasonable opportunity to review it. Distributor further agrees and acknowledges that they are free to have their own legal counsel review this Agreement if they so desire.

14.25 – Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Austin, Texas. The Federal Arbitration Act shall govern all matters relating to arbitration. The laws of the State of Texas shall govern all matters relating to or arising from the Agreement.

14.26 – Miscellaneous
It is agreed that the Agreement shall not be construed against the Company. Distributor acknowledges that he, she, or it has had the opportunity to consult with an attorney if the Distributor so wishes prior to entering the Agreement.

14.27 – Force Majeure, Delays, and Changes in Law
The Company shall not be responsible for delays or failure in performance of its obligations when performance is made commercially impracticable due circumstances beyond a party’s reasonable control. This includes, without limitation, acts of terrorism, natural disasters, strikes, labor difficulties, technology challenges, vendor mistakes and delays; including industry communications, riot, fire, war, death, storms, acts or omissions of third parties, disruptions in communication systems, government decrees or orders or curtailment of a party’s usual course of supply.

14.28 – No Oral Agreements
This Agreement represents the sole and final Agreement between the Parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the Parties. There are no unwritten agreements between the Parties. This Agreement concerns the affairs and/or the conduct of the Distributor and all agreements and amendments must be in writing.

14.29 – Electronic Acceptance
Distributor agrees to and consents to do business electronically. The Distributor Agreement and all incorporated documents, amended or otherwise, are accepted and fully executed by the Distributor upon Distributor enrollment and shall be deemed to be legal and binding. The electronic transmission of enrollment, acceptance, and execution shall be deemed to have the same legal effect as delivery of an original signed executed copy of the Agreement.

Active Distributor – A Distributor who is enrolled in the Opportunity and is in good standing with the Company by performing all obligations under the Agreement. A Distributor who does not meet these requirements is an “Inactive Distributor.”

Active Customer – A Customer is considered Active in a period in which a Payment Record has been received. A “Payment Record” is an electronic transmission received containing Customer payment and information.

Distributor Agreement (“Agreement”) – Collectively and in their current form and as amended by the Company in its sole and absolute discretion, the Distributor Agreement incorporates the Distributor Application, the Policies and Procedures, the Terms and Conditions, the Compensation Plan, and any other documents applicable to Distributors that may be published by the Company.

Distributor – An individual or business entity enrolled with the Company to participate in the Opportunity.

Distributor Identification Number – A unique identification number assigned to each new Distributor by the Company.

Distributor Support Team – During business hours, the Company provides Distributor services for Distributors. The Distributor Support Team can be contacted by email (see Important Contact Information).

Authorized Officer – The Chief Executive Officer (CEO) of the Company or any other named owner or officer of the Company.

Business Entity – Any business categorized as a corporation, LLC, nonprofit, partnership, trust, etc.

Co-applicant – Any additional person added to the Distributor’s account with approval by the Distributor and who has full rights to the account.

Compliance Department – The Compliance Department interprets the Agreement and all incorporated publications; including the Policies and Procedures for the field to ensure compliance.

Cross-Team – Any Distributor placed in an Organization that is neither Upline nor Downline from a given
Distributor.

Customer – A Customer is an individual or business who has a Products and/or Services account with the
Company.

Customer Agreement – The Customer Agreement is the Customer Application form signed by the Customer that authorizes the Company to provide Products and/or Services.

Customer Support Team – During business hours, the Company provides Customer services for Customers. The Customer Support Team can be contacted by email (see Important Contact Information).

Customer Enrollment Compliance Guidelines – The Company has set forth specific enrollment standards for the potential marketing channels. The Customer Enrollment Compliance Guidelines are available in the Back Office or by contacting Customer Support Team.

Direct Selling – A retail channel for the distribution of goods and services directly to the consumer.

Domain Name – This is the name that identifies a website. For example, “shopbotanic.co” is the domain name of the Company’s Distributor website.

Downline – All Distributors enrolled below the Distributor in their line of sponsorship are considered to be part of the Downline.

Dropped Customer – An individual or business that has involuntarily or voluntarily canceled a product and/or service account with the Company.

Field Leaders – Those Distributors identified by the Company who have achieved significant rank advancements within the Company and who are actively participating in the Company sponsored and/or approved trainings and/or events and who have demonstrated significant leadership skills.

Level – Each layer of Downline Distributors in a particular Distributor’s Organization. This term refers to the relationship of a Distributor relative to a particular Upline Distributor, determined by the number of Distributors between two who are related by sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A’s fourth level.

Line – Each one of the individuals enrolled immediately underneath a Distributor and the Distributor’s respective Organization represents one “line” in a Distributor’s Organization.

Marketing Material – Any type of document that may be used to advertise and/or market to a Customer (e.g., business card, flyer, or letter).

Organization – The Customers enrolled and the Distributors sponsored placed in a particular Distributor’s Downline.

Official Material – Literature, video recordings, and other materials developed, printed, published and distributed by the Company to Distributors.

Qualified Distributor – A Distributor who has one (1) or more personally enrolled, qualified, or active Customers.

Qualified Customer – An active Customer for which the Company has confirmed enrollment with the Company.

Rank – The level that a Distributor has achieved pursuant to the Compensation Plan.

Recruit – The actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Distributor or Customer to enroll or participate in another Direct Selling opportunity, even if the Distributor’s actions are in response to an inquiry made by another Distributor or Customer.

Sponsor – The act of enrolling others and training them to become Distributors is called “sponsoring.” A Distributor who enrolls another Distributor into the Company is listed as the Sponsor on the Distributor Application and Agreement.

Upline – This term refers to the Distributor or Distributors above a particular Distributor in a sponsorship line up to the Company. In other words, it is the line of sponsors that links any particular Distributor to the Company.

Web Page – Any page that one sees when one is browsing the Internet. Every new screen one sees is a new Webpage. A website can have one Web page or millions.

Website – A group of Web pages usually containing hyperlinks to one other and made available online by an individual, company, educational institution, government or organization.