Policies and Procedures

SECTION 1 – CODE OF ETHICS

Nutriu2 Manufacture is committed to providing the best direct selling experience backed by impeccable service to its affiliates. In turn, the company expects Nutriu2 Manufacture affiliates to reflect that image in their relationships with customers and other affiliates.

As a Nutriu2 Manufacture Affiliate, you are expected to operate your business in accordance with the highest standards of integrity and fair practices in your role as a Nutriu2 Manufacture Affiliate. Failure to comply with the Code of Ethics may result in your termination as an Affiliate of Nutriu2 Manufacture. Therefore, the Code of Ethics establishes the following:

As an independent affiliate:

I will conduct my business honestly and ethically at all times.

I will not make any statements about Nutriu2 Manufacture Affiliate benefits other than those contained in officially approved corporate literature and videos.

I will provide support and encouragement to my customers to ensure that their experience with Nutriu2 Manufacture is a successful one.

I will actively motivate and work with affiliates in my downline organization to help them grow their Nutriu2 Manufacture business. I understand that this support is critical to the success of every member with Nutriu2 Manufacture.

I will refrain from exaggerating my personal income or overall earning potential and will emphasize to affiliate candidates the level of effort and commitment required to succeed in the business.

I will not abuse the goodwill of my association with Nutriu2 Manufacture to promote other commercial interests (in particular those that may be competitive with Nutriu2 Manufacture) without the prior written consent of Nutriu2 Manufacture.

I will not make derogatory comments about other products, services, affiliates, or companies; likewise, I will not deliberately denigrate the activities or personalities of other Nutriu2 manufacturing affiliates.

I will comply with all Nutriu2 Manufacture policies and procedures included herein or as may be amended from time to time.

I will not make any payments or promise to pay any potential or existing Affiliates in exchange for their enrollment, continued enrollment, or team-building or recruitment activities with Nutriu2 Manufacture.

SECTION 2 – INTRODUCTION

2.1 – Policies and compensation plan incorporated into the affiliate agreement

These Policies and Procedures, as they are currently formed and as amended by Nutriu2 Manufacture in its sole discretion, are incorporated into and form an integral part of the Nutriu2 Manufacture Affiliate Agreement. In all of these Policies, when the term “Agreement” is used, reference is made collectively to the Nutriu2 Manufacture Membership Agreement and Application Form, these Policies and Procedures, and the Nutriu2 Manufacture Compensation Plan. These documents are incorporated by reference into the Nutriu2 Manufacture Membership Agreement (all in their current form and as amended by Nutriu2 Manufacture).

2.2 – Purpose of Policies

Nutriu2 Manufacture is a direct selling company that markets products through Independent Affiliates. It is important to understand that your success and the success of your fellow Affiliates depends on the integrity of those who market our services. In order to clearly define the relationship that exists between the Affiliates and Nutriu2 Manufacture, and to explicitly establish a standard of acceptable business conduct, Nutriu2 Manufacture has established the Agreement. Nutriu2 Manufacture Affiliates must comply with all provisions set forth in the Agreement, which Nutriu2 Manufacture may modify in its sole discretion from time to time, as well as all federal, state, and local laws governing their Nutriu2 Manufacture business and conduct. Because you may not be familiar with many of these standards of practice, it is very important that you read and comply with the Agreement. Please review the information in this document carefully. It explains and governs the relationship between you, as an independent contractor, and the Company. If you have any questions about any policies or rules, please feel free to seek an answer from the Nutriu2 Manufacture corporate office.

2.3 – Changes to the Agreement

Because laws and the business environment change from time to time, Nutriu2 Manufacture reserves the right to modify the Agreement, the compensation plan, and its prices in its sole and absolute discretion. By signing the Affiliate Agreement, an Affiliate agrees to abide by all amendments or modifications that Nutriu2 Manufacture chooses to make. Amendments will be effective 30 days after the posting of the notice of amendments in Nutriu2 Manufacture’s official materials. The Company will provide or make available to all Affiliates a complete copy of the amended provisions by one or more of the following methods: (a) posting on the Company’s official website; (b) e-mail; (c) inclusion in Company periodicals; (d) inclusion with commissions or bonus checks; or (e) special mailings. The continuation of an Affiliate’s Nutriu2 Manufacture business or an Affiliate’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

2.4 – Delays

Nutriu2 Manufacture shall not be liable for delays or failures in the performance of its obligations where performance becomes commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riots, war, fire, death, reduction of a party’s source of supply, government decrees or orders, and acts of God.

2.5 – Divisible policies and provisions

If any provision of the Agreement, as currently formed or as amended, is held to be invalid or unenforceable for any reason, only the invalid part(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision had never formed a part of the Agreement.

2.6 – Waiver

The Company never waives its right to insist on compliance with the Agreement and applicable laws governing the conduct of a company. The failure of Nutriu2 Manufacture to exercise any right or power under the Agreement or to insist upon an Affiliate’s strict performance of any obligation or provision of the Agreement, and no custom or practice of the parties that differs from the terms of the Agreement, shall not constitute a waiver of Nutriu2 Manufacture’s right to demand exact performance of the Agreement. Nutriu2 Manufacture’s resignation may only be made in writing by an authorized officer of the Company. Nutriu2 Manufacture’s waiver of any particular default by an Affiliate shall not affect or prejudice Nutriu2 Manufacture’s rights in respect of any subsequent default, nor shall it in any way affect the rights or obligations of any other Affiliate. Nor shall any delay or omission by Nutriu2 Manufacture in exercising any right arising out of a breach affect or prejudice Nutriu2 Manufacture’s rights in respect of that or any subsequent breach. The existence of any claim or cause of action by an Affiliate against Nutriu2 Manufacture shall not constitute a defense to Nutriu2 Manufacture’s performance of any term or provision of the Agreement.

SECTION 3 – BECOMING AN AFFILIATE

3.1 – Requirements to become an affiliate

To become a Nutriu2 Manufacturing Affiliate, each applicant must:

3.1.1 – Be at least 18 years of age;

3.1.2 – Reside in the 50 United States or U.S. Territories officially opened by the Company;

3.1.3 – Have a valid Social Security or tax identification number;

3.1.4 – Submit an application and an accepted Nutriu2 manufacturing affiliation agreement.

The Company reserves the right to reject any new Affiliate application or renewal application.

3.2 – Affiliate Benefits

Once Nutriu2 Manufacture has accepted an affiliate application and agreement, the following benefits will be available to the new affiliate.

3.2.1 – Affiliates who enroll in Nutriu2 Manufacture will be able to:

– Sell Nutriu2 Manufacture products to retail customers and receive profits from these sales.

– Regularly receive literature from Nutriu2 Manufacture and other communications from Nutriu2 Manufacture

– Build a network of Independent Affiliates and participate in the Nutriu2 Manufacturing Compensation Plan

SECTION 4 – OPERATION OF A NUTRIU2 MANUFACTURING BUSINESS

4.1 – Adherence to the Nutriu2 Manufacturing Compensation Plan

Affiliates must adhere to the terms of the Nutriu2 Manufacture Compensation Plan set forth in the official Nutriu2 Manufacture literature.

Affiliates shall not offer the opportunity of Nutriu2 Manufacture through, or in combination with, any other marketing system, program, or method other than as specifically set forth in the official Nutriu2 Manufacture literature. Affiliates shall not require or encourage other current or potential customers or Affiliates to participate in Nutriu2 Manufacture in any manner that varies from the program set forth in the official Nutriu2 Manufacture literature. Affiliates shall not require or encourage other current or potential customers or Affiliates to enter into any agreement or contract other than the official Nutriu2 Manufacture agreements and contracts to become Nutriu2 Manufacture Affiliates. Similarly, Affiliates shall not require or encourage other current or prospective customers or Affiliates to make any purchase or payment to any person or other entity to participate in the Nutriu2 Manufacture Compensation Plan other than the purchases or payments identified as recommended or required in Nutriu2 Manufacture’s official literature.

4.2 – Prohibition of Bond Purchases

The purchase of bonds is strictly and absolutely prohibited. “Bond buying” includes:

(a) the registration of individuals without their knowledge and consent and/or without the execution of an Affiliation Application;

(b) the fraudulent enrollment of an individual as an Affiliate or merchant;

(c) the registration or attempted enrollment of non-existent persons as Affiliates or merchants;

(d) the use of a credit card by or on behalf of an Affiliate or merchant where the Affiliate or customer is not the account holder of such credit card;

(e) purchase products from Nutriu2 Manufacture on behalf of another Affiliate, or under another Affiliate’s identification number, to qualify for commissions or bonuses.

4.3 – Commercial Entities

A partnership, limited liability company, or corporation may have an affiliated business by completing the affiliate application form and providing on that form, in the appropriate space, a federal tax identification number. A person can participate in multiple shopping malls, however, they must all be under the same business name. The person signing the application on behalf of a business entity must have the authorization of that entity to enter into the transaction. In addition, by signing as a business entity, you certify that no person with a debt or equity interest in the business has had an interest in an affiliated business in Nutriu2 Manufacture within six (6) months of the date of signing.

4.4 – Changes in a Nutriu2 manufacturing company

4.4.1 – General

Each Affiliate must immediately notify Nutriu2 Manufacture of all changes to the information contained in their Affiliate Application and Agreement. Affiliates may amend their existing Affiliate Agreement Form by submitting a written request and appropriate supporting documentation.

4.4.2 – Change of sponsor

To protect the integrity of all marketing organizations and safeguard the hard work of all affiliates, Nutriu2 Manufacture does not allow changes in the sponsorship of active affiliates. Maintaining sponsorship integrity is critical to the success of every affiliate and marketing organization. Accordingly, the transfer of a Nutriu2 Manufacture business from one sponsor to another is not permitted.

Exception – A request for a change of sponsor, due to a manufacturing error by Nutriu2, will be accepted within 45 days of the request being finalized.

4.4.3 – Cancellation and re-application
A member can legitimately change organizations by:

a) Voluntarily cancel your Nutriu2 Manufacturing Agreement and remain inactive (i.e., not to purchase Nutriu2 Manufacturing products for resale; not to sell Nutriu2 Manufacturing products; not to sponsor; and not to attend any Nutriu2 Manufacturing functions, engage in any other form of Affiliate activity, or operate any other Nutriu2 Manufacturing business) for 6 full calendar months.

After the 6 calendar month inactivity period, the former Affiliate can reapply with a new sponsor. However, you will permanently lose all rights to your former Affiliate downline organization.

4.5 – Unauthorized Claims and Actions

4.5.1 – Indemnification

An Affiliate is fully responsible for all oral and written statements made regarding Nutriu2 Manufacture’s products, services, and Compensation Plan that are not expressly contained in Nutriu2 Manufacture’s official materials. Affiliates agree to indemnify Nutriu2 Manufacture and its directors, officers, employees, and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, attorneys’ fees, court costs, or loss of business incurred by Nutriu2 Manufacture as a result of Affiliate’s unauthorized statements or actions. This provision shall survive termination of the Affiliate Agreement.

4.5.2 – Income Claims

In their eagerness to sign up potential affiliates, some affiliates are occasionally tempted to make statements about their income or earnings to demonstrate the inherent power of network marketing. This is counterproductive because new affiliates can be disappointed very quickly if their results are not as broad or fast as what others have achieved.

In addition, the Federal Trade Commission and all states have laws or regulations that regulate or even prohibit certain types of income statements and testimonials made by people who engage in network marketing. While Affiliates may believe it is beneficial to provide copies of checks or disclose earnings for themselves or others, such approaches have legal consequences that may adversely affect Nutriu2 Manufacture, as well as the Affiliate making the statement, unless appropriate disclosures required by law are also made simultaneously with the income statement or earnings representation. Because Affiliates do not have the data necessary to comply with the legal requirements for making income statements, an Affiliate may NOT make income projections, income statements, or disclose their income from Nutriu2 Manufacture (including presenting checks, copies of checks, bank statements, or tax records).

4.6 – Conduct at Nutriu2 manufacturing events

4.6.1 – Selling or recruiting is not allowed at Nutriu2 crafting events

Selling or recruiting staff at Nutriu2 Manufacture events is not permitted. These activities divert attention from the main objective of the event and can negatively affect the professional image of Nutriu2 Manufacture as a company. However, you can offer a business card or a catalog.

4.6.2 – Selling or recruiting for other companies is not allowed at Nutriu2 manufacturing events

Nutriu2 Manufacture affiliates will not be able to sell any products or recruit for any business during Nutriu2 Manufacture events. This restriction applies more specifically to sales and recruitment initiatives for any other marketing or direct sales program, regardless of product category, including those that do not compete with Nutriu2 Manufacture’s product line.

4.7 – Conflicts of interest

4.7.1 – Non-Compete Policy

Nutriu2 Manufacture affiliates are free to engage in other multi-level marketing or network marketing business ventures or marketing opportunities (collectively, “network marketing”), with the exception of those products in the same generic category as a Nutriu2 Manufacture product that is considered a competitor. Affiliates may not display Nutriu2 Manufacture products in conjunction with any other products or services in a manner that is likely to confuse or otherwise mislead a prospective customer, merchant, or affiliate into believing that there is a relationship between Nutriu2 Manufacture’s products or services and those that are not Nutriu2 Manufacture’s.<
br />4.7.2 – Non-solicitation

During the term of this Agreement, Affiliates may not recruit other Affiliates or Nutriu2 Manufacture Merchants or customers for any other network marketing business. Upon termination of this Agreement, and for a period of one year thereafter, a former Affiliate may not recruit any Affiliate or customer of Nutriu2 Manufacture for another network marketing business, with the exception of an Affiliate who is personally sponsored by the former Affiliate. The Affiliates and the Company acknowledge that because network marketing is conducted through networks of independent contractors scattered throughout the United States and internationally, and business is commonly conducted over the Internet and telephone, an effort to strictly limit the geographic scope of this non-solicitation provision would render it completely ineffective. Therefore, the Affiliates and the Company agree that this non-solicitation provision shall apply to all markets in which Nutriu2 Manufacture conducts business.

The term “recruit” means the actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another Nutriu2 Manufacture Affiliate or customer to enroll in or participate in another multi-level marketing, network marketing, or direct selling opportunity. This conduct constitutes recruitment even if the

The Affiliate’s actions are in response to an inquiry made by another Affiliate or customer.

4.7.3- Downline Activity Reports (Genealogy)

Downline Activity Reports that are made available to Affiliates for consultation and access on the official Nutriu2 Manufacture website are considered confidential. Affiliates’ access to their Downline Activity Reports is password protected. All Downline Activity Reports and the information they contain are confidential and constitute proprietary information and trade secrets belonging to Nutriu2 Manufacture. Downline Activity Reports are provided to Affiliates in the strictest confidence and are made available to Affiliates for the sole purpose of assisting them in working with their respective Downline Organizations in the development of their Nutriu2 Manufacture business. Affiliates should use their Downline Activity Reports to help, motivate, and empower their Downline Affiliates. The Affiliate and Nutriu2 Manufacture agree that, but for this confidentiality and non-disclosure agreement, Nutriu2 Manufacture would not provide Downline Activity Reports to the Affiliate. An Affiliate shall not, on its own behalf or on behalf of any other person, partnership, association, corporation or other entity:

• Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;

• Directly or indirectly disclose the password or other access code to your Downline Activity Report;

• Use the information to compete with Nutriu2 Manufacture or for any purpose other than to promote your Nutriu2 Manufacture business;

• Recruit or solicit any Affiliate or Customer of Nutriu2 Manufacture listed in any report or attempt in any way to influence or induce any Affiliate or customer of Nutriu2 Manufacture to alter their business relationship with Nutriu2 Manufacture;

• Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any Downline Activity Report.

Upon the Company’s request, any current or former Affiliate shall return the original and all copies of the Downline Activity Reports to the Company.

4.8 – Cross-Sponsorship

Real or attempted cross-sponsorship is strictly prohibited. “Cross-sponsorship” is defined as the enrollment of a person or entity that already has a current Customer, Merchant, or Affiliate Agreement registered with Nutriu2 Manufacture, or that has had such an agreement within the preceding 6 calendar months, within a different sponsorship line. The use of a spouse’s or family member’s name, business names, fake names, or fictitious identification numbers to circumvent this policy is prohibited. Affiliates shall not demean, discredit or defame other Nutriu2 Manufacture Affiliates in an attempt to persuade another Affiliate to become part of the first Affiliate’s marketing organization. If a prohibited organization transfer occurs, Nutriu2 Manufacture will take disciplinary action against the Affiliate(s) who knowingly participated, accepted, and/or participated in improper cross-sponsorship. However, it will be at the sole discretion of Nutriu2 Manufacture to decide where in the genealogical structure the cross-sponsored organization in question will be placed or otherwise distributed.

Because there are often actions in favor of both upline organizations, AFFILIATES WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY FOR THEIR DECISION REGARDING THE FINAL DISPOSITION OR PLACEMENT OF THE CROSS-SPONSORED ORGANIZATION.

4.9 – Errors or questions

If an Affiliate has questions or believes that errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Affiliate must notify the Affiliate Support Department at Nutriu2 Manufacture’s headquarters in Portland, Oregon, in writing, within 15 days of the date of the alleged error or incident in question. Nutriu2 Manufacture will not be responsible for any errors, omissions, or problems that have not been reported to the Company within 15 days.

4.10 – Optional sales aids

Affiliates are not required to carry sales support materials with them. Members who do so will have to make their own decisions regarding these matters. To ensure that Affiliates do not have to carry with them material to support the Company’s sales, such material may be returned to Nutriu2 Manufacture upon the Affiliate’s termination in accordance with the terms of Section 8.1.

4.11 – Government approval or endorsement

Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling program. Therefore, Affiliates must not represent or imply that Nutriu2 Manufacture or its Compensation Plan has been “approved,” “endorsed,” or otherwise sanctioned by any government agency.

4.12 – Retention of applications or registrations

Affiliates must not tamper with new applicant registrations or merchant registrations. All affiliate requests, agreements, and orders for services must be submitted within 72 hours of being signed by an affiliate or placed by a merchant.

4.13 – Identification

All affiliates must provide their social security number or federal tax identification number to Nutriu2 Manufacture in the Affiliate Application and Agreement.

Upon enrollment, the Company will provide the Affiliate with a unique Affiliate Identification Number with which they can identify themselves. This number will be used to place orders and keep track of commissions and bonuses.

4.14 – Income taxes

Each Affiliate is responsible for paying local, state, and federal taxes on any income generated as an Affiliate. If a Nutriu2 Manufacture company is exempt from taxation, the Federal Tax Identification Number must be provided to Nutriu2 Manufacture. Each year, Nutriu2 Manufacture will provide an IRS Form 1099 income statement (non-employee compensation) to each U.S. resident who (a) had income of more than $600 in the previous calendar year or (b) made purchases during the previous calendar year for more than $5000 in bulk. Nutriu2 Manufacture cannot accept a tax exemption certificate from an Affiliate who resides in a state where tax-exempt status is not granted for Direct Selling businesses. Affiliates are encouraged to check with their state government before submitting a form to Nutriu2 Manufacture.

4.15 – Independent contractor status

Affiliates are independent contractors and are not purchasers of a franchise or business opportunity. The agreement between Nutriu2 Manufacture and its affiliates does not create an employer/employee, agency, partnership, or joint venture relationship between the Company and the affiliate. Members will not be treated as employees for their services or for federal or state tax purposes. All affiliates are responsible for paying local, state, and federal taxes due on all compensation earned as an affiliate of the Company. The Affiliate has no authority (express or implied) to bind the Company to any obligation. Each affiliate will set its own goals, schedules, and methods of selling, provided that it complies with the terms of the Affiliate Agreement Form, these Policies and Procedures, and applicable laws.

The Nutriu2 Manufacture name and other names that Nutriu2 Manufacture may adopt are Nutriu2 Manufacture trade names, trademarks, and proprietary service marks. As such, these marks are of great value to Nutriu2 Manufacture and are provided to Affiliates for use only in an expressly authorized manner. The use of the Nutriu2 Manufacture name on any item not produced by the Company is prohibited, except in the following cases:

Affiliate Name

Nutriu2 Independent Affiliate Manufacturer

All members may register as “Nutriu2 Manufacture Independent Members” in the residential telephone directory (“white pages”) under their own name. Affiliates may not place advertisements in the phone book in the classified directory (“yellow pages”) using the Nutriu2 Manufacture name or logo.

Members may not answer the phone by saying “Nutriu2 Manufacture,” “Nutriu2 Manufacture Processing,” or in any other way that could lead the caller to believe that they have contacted Nutriu2 Manufacture’s corporate offices.

Advertising is not limited to print media; it also includes Internet advertising and other forms of advertising. An Affiliate is prohibited from using an Internet or email address that uses the trade name Nutriu2 Manufacture or that includes Nutriu2 Manufacture in a portion of the address. It is also prohibited for an Affiliate to use any material from a website on a website that references or relates to Nutriu2 Manufacture that is not authorized in writing by Nutriu2 Manufacture. It is also prohibited for an Affiliate to place links to unauthorized websites or webpages on a website or webpage that has been licensed by Nutriu2 Manufacture.

4.16 – Insurance

4.16.1 – Coverage of commercial activities

You may want to purchase insurance coverage for your business. Your homeowners insurance policy may not cover business-related injuries or theft or damage to your business. Contact your insurance agent to ensure that your business property is protected.

4.17 – International Marketing

Due to critical legal and tax considerations, Nutriu2 Manufacture must limit the marketing and registration of Nutriu2 Manufacture’s services and the presentation of Nutriu2 Manufacture’s business to prospective customers, merchants, and affiliates located within the 50 states of the United States of America and any other jurisdiction officially opened by Nutriu2 Manufacture. Affiliates are only authorized to do business in countries in which Nutriu2 Manufacture has announced that they are open for business in the company’s official literature.

4.18 – Laws and Ordinance

Affiliates must comply with all federal, state, and local laws and regulations in the development of their businesses. Many cities and counties have laws that regulate certain businesses that operate from home. In most cases, these ordinances are not applicable to affiliates due to the nature of their business. However, members must obey the laws that do apply to them. If a member is told by a city or county official that an ordinance applies to him or her, the member must comply with the law.

4.19 – Minors

Members must not enroll or recruit individuals under the age of 18 in the Nutriu2 Manufacture program.

4.20 – Actions of household members or affiliated persons.

If any member of an Affiliate’s household, family, or other Affiliated individual engages in any activity that, if performed by the Affiliate, would violate any provision of the Agreement, such activity will be deemed a violation by the Affiliate and Nutriu2 Manufacture may take disciplinary action in accordance with the Policy Statement against the Affiliatea.

An exception to the one-business-per-affiliate rule will be considered, on a case-by-case basis, if two affiliates marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.

4.21- RESERVED

4.22 – RESERVED

4.23 – Requests for Records

Any request by an Affiliate to obtain copies of invoices, agreements, downline activity reports, or other records/reports will require a fee of $1.00 per page per copy. This fee covers shipping costs and the time needed to research the files and make copies of the records.

4.24 – Sale, Transfer or Assignment of Nutriu2’s Manufacturing Business

4.24.1 – Although a Nutriu2 manufacturing company is a privately owned and independently operated company, the sale, transfer or assignment of a Nutriu2 manufacturing company, and the sale, transfer or assignment of an interest in a business entity that owns or operates an affiliated Nutriu2 manufacturing company, is subject to certain limitations. If an affiliate wishes to sell their Nutriu2 manufacturing company, or their interest in a business entity that owns or operates a Nutriu2 manufacturing company, the following criteria must be met:

The selling Affiliate must offer Nutriu2 Manufacture the right of first refusal to purchase the business on the same terms as those agreed with a third-party buyer. Nutriu2 Manufacture will have fifteen (15) days from the date of receipt of the seller’s written offer to exercise its right of first refusal.

The purchaser or transferee must become a Qualified Affiliate. Before Nutriu2 Manufacture can finalize and approve the sale, transfer or assignment, all debt obligations owed by the selling party to Nutriu2 Manufacture must be satisfied.

The selling party must be in good standing and not violate any of the terms of the Agreement to be eligible to sell, transfer, or assign a Nutriu2 Manufacturing Affiliate business.

Prior to selling an interest in a business entity, the selling party must notify Nutriu2 Manufacture’s Compliance Department in writing and communicate its intent to sell the business or interest in a business entity of Nutriu2 Manufacture. The selling party must also receive written approval from the Compliance Department before proceeding with the sale.

4.25 – Separation from an affiliated Nutriu2 manufacturing company

In the event of dissolution of the marriage between a Nutriu2 Manufacture affiliate and their spouse, steps must be taken to ensure that the division of business assets is carried out in a manner that does not adversely affect the interests and revenues of other companies in the sponsorship line. If the separating parties fail to look after the interests of the other affiliates and the company, Nutriu2 Manufacture may be forced to involuntarily terminate the affiliate contract.

4.25.1 – During the processing of a divorce or dissolution, the Company will treat the business in accordance with the status quo existing prior to the filing of the divorce or dissolution.

Under no circumstances will the Downline Organization be divided from the divorcing spouses. Similarly, under no circumstances will Nutriu2 Manufacture split commission and bonus checks between divorcing spouses. Nutriu2 Manufacture will recognize only one Downline Organization and issue only one commission check per Nutriu2 Manufacture business per commission cycle. Commission checks will always be issued to the person whose name appears on the Affiliate Agreement.

4.26 – Sponsorship

All active Affiliates who are in good standing have the right to sponsor and enroll others in Nutriu2 Manufacture. Each potential Affiliate has the final right to choose their own sponsor. If two Affiliates claim to be sponsors of the same new Affiliate, the Company will consider the first application received by the Company to be the one that prevails.

4.27 – Stacking

If an Affiliate activates and operates multiple Business Centers, these Business Centers should be on the same line, stacked directly on top of each other where possible. In a binary system, it is understood that it is not always possible to stack the Centers, therefore, in the event that it is not possible to stack them, the Business Centers will go to the next available place. Each Business Center must qualify on its own merits and agreement.

4.28 – Telemarketing

The Federal Trade Commission and the Federal Communications Commission have laws restricting telemarketing practices.

Both federal agencies (as well as several states) have “do not call” regulations as part of their telemarketing laws. While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations broadly define the terms “telemarketer” and “telemarketer,” so your unintentional action of calling someone whose phone number is listed on the federal “do not call” registry could cause you to violate the law. In addition, these regulations should not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation).

Therefore, Affiliates should not engage in telemarketing in connection with the operation of their Nutriu2 Manufacture businesses. The term “telemarketing” means making one or more telephone calls to a person or entity to induce the purchase of a product or service from Nutriu2 Manufacture, or to recruit them for the Nutriu2 Manufacture opportunity. “Cold calling” made to prospective customers or Affiliates promoting Nutriu2 Manufacture’s products or services or the Nutriu2 Manufacture opportunity constitutes telemarketing and is prohibited. However, telephone calls made to a prospective customer or Affiliate (a “prospect”) are permitted in the following situations:

• Whether the Affiliate has an established business relationship with the potential customer. An “established business relationship” is a relationship between an Affiliate and a potential customer based on the purchase, rental, or lease of goods or services from the Affiliate by the prospect, or a financial transaction between the prospect and the Affiliate, within the 18 months immediately preceding the date of a telephone call inducing the prospective customer to purchase a product or service.

• The prospect’s personal inquiry or request regarding a product or service offered by the Affiliate within the 3 months immediately preceding the date of such call.

• If the Affiliate receives written and signed authorization from the prospect authorizing him to call. The authorization must specify the telephone number(s) that the Member is authorized to call.

• You can call family, personal friends, and acquaintances. An “acquaintance” is someone with whom you have at least one recent direct relationship (i.e., you have met them personally recently). Keep in mind, however, that if you have a habit of “collecting cards” with everyone you know and then calling them, the FTC may consider this to be a form of telemarketing that is not subject to this exemption. Therefore, if you make calls to “acquaintances,” you should make such calls only occasionally and not make them routine practice.

In addition, Affiliates shall not use automatic telephone dialing systems in connection with the operation of their Nutriu2 manufacturing businesses. The term “automatic telephone dialing system” means equipment that has the ability to (a) store or produce telephone numbers to be called using a random or sequential number generator and (b) dial such numbers.

SECTION 5 – MEMBER RESPONSIBILITIES

5.1 – Change of Address or Phone

To ensure timely delivery of products, support materials, and commission controls, it is vitally important that Nutriu2 Manufacture files are up to date. Members planning to relocate should email the Nutriu2 Manufacture corporate office, 1801 Carver Rd., Modesto, CA, with their new address and phone numbers. Alternatively, the affiliate may send an email to Nutriu2 Manufacture at the customer support email address provided on the website. To ensure proper delivery, it is recommended that you notify Nutriu2 Manufacture two weeks in advance of all changes.

5.2 – Continuous development obligations

5.2.1 – Continuing education

Any Affiliate sponsoring another Affiliate on Nutriu2 Manufacture must perform a good faith support and training function to ensure that their downline is properly operating their Nutriu2 Manufacture business. Affiliates must have constant contact and communication with Affiliates in their downline Organizations. Examples of such contact and communication

It may include, but is not limited to, newsletters, written correspondence, face-to-face meetings, telephone contact, voicemail, email, and the accompaniment of downline Affiliates to meetings, training sessions, and other Nutriu2 Manufacture functions. Upline Affiliates are also responsible for motivating and training new Affiliates in knowledge of Nutriu2 Manufacture products, effective sales techniques, the Nutriu2 Manufacture Compensation Plan, and compliance with company Policies and Procedures. However, communication with and training of downline Affiliates must not violate Section 4.2 (regarding the development of promotional materials and sales aids produced by Affiliates). Affiliates cannot charge for training.

Upon request, each Affiliate shall be able to provide documented evidence to Nutriu2 Manufacture of its continued performance of sponsor responsibilities.

5.2.2 – Increased responsibilities in terms of training

As affiliates progress through the various levels of leadership, they will gain more experience in sales techniques, product knowledge and understanding of the Nutriu2 Manufacture program. They will be asked to share this knowledge with less experienced affiliates within their organization.

5.2.3 – Ongoing Sales Responsibilities

Regardless of their level of achievement, Affiliates have an ongoing obligation to continue to personally promote sales through the generation of new customers or merchants and by servicing their existing customers or merchants.

5.3 – No disparagement

Nutriu2 Manufacture wants to provide its Affiliates with the best products, compensation plans, and services in the industry. Therefore, we value your criticism and constructive feedback. All such comments must be submitted in writing to Nutriu2 Manufacture’s corporate offices. While Nutriu2 Manufacture welcomes constructive input, negative comments and observations made in the field by Affiliates about the Company, its products, or the Compensation Plan serve no purpose other than to sour the enthusiasm of other Nutriu2 Manufacture Affiliates. For this reason, and to set an appropriate example for their downline, Affiliates must not disparage, degrade, or make negative comments about Nutriu2 Manufacture, other Nutriu2 Manufacture Affiliates, Nutriu2 Manufacture’s services, the Compensation Plan, or Nutriu2 Manufacture’s directors, officers, or employees.

5.4 – Delivery of documentation to applicants

Members must provide the most current version of the Policies and Procedures and the Compensation Plan to the individuals they sponsor to become affiliates before the applicant signs an Affiliate Agreement. Additional copies of the Policies and Procedures can be found on the Nutriu2 Manufacture website in mannasourceinternational.com, or in its business center in the forms section.

5.5 – Reporting Policy Violations

Affiliates who observe a policy violation by another affiliate should submit a written report of the violation directly to the attention of Nutriu2’s Manufacturing Compliance Department. Details of the incidents, such as dates, number of occurrences, people involved, and any supporting documentation, should be included in the report.

SECTION 6 – SALES REQUIREMENTS

6.1 – Selling Products

The Nutriu2 Manufacture compensation plan is based on the sale of Nutriu2 Manufacture services to end consumers. Affiliates must meet downline personal and organization sales requirements (as well as other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions, and promotions to higher levels of achievement.

6.2 – Retail Sales

Nutriu2 Manufacture wants to ensure that the prices of its products and services are not destabilized when sold in a retail environment. Therefore, products sold in a retail environment will be subject to an advertised minimum retail price. The advertised minimum price for Nutriu2 Manufacture products sold in a retail environment (such as a grocery store, eBay, convenience store, marketplace, etc.) is located on the Nutriu2 Manufacture website. Any Affiliate who knowingly fails to respect the minimum price set by Nutriu2 Manufacture for its products and services will be subject to termination of the contract.

Sales of Nutriu2 Manufacture products through online auction sites, such as Ebay, are prohibited, unless such sale is made using a fixed price that is not less than the minimum advertised retail price.

6.3 – Territorial restrictions

No exclusive territories are granted to anyone. No franchise fees are required.

SECTION 7 – BONUSES AND COMMISSIONS

7.1 – Requirements for bonuses and commissions

An Affiliate must be active and comply with the Agreement and these policies to qualify for bonuses and commissions. As long as an Affiliate complies with the terms of the Agreement and these policies, Nutriu2 Manufacture will pay them commissions in accordance with the Compensation Plan. The minimum amount for which Nutriu2 Manufacture will issue a commission payment is $25.00.

7.2 – Commission Payments and Promotions

7.2.1 – Payouts, Calculations and Bonuses

Commissions will be mailed in accordance with the Compensation Plan. Commissions will be calculated according to the level for which an Affiliate actually met all the requirements according to the Compensation Plan, rather than according to the highest rank or title achieved. Commission reports will be provided to Affiliates online, via web access.

7.2.2 – Promotions

Promotions are determined based on the business organization and sales activity for each applicable period.

7.3 – Adjustment of Bonuses and Commissions

7.3.1 – Adjustments for Returned Products

Affiliates receive bonuses and commissions based on actual enrollment in merchant services. When a service is cancelled and a refund is authorized by the Company, the bonuses and commissions attributable to the refunded services will be deducted in the month in which the refund is granted and will continue in each subsequent payment period until the commission is recovered from the affiliates who received bonuses and commissions on the sales of the refunded services.

7.4 – Unclaimed fees and credits

7.4.1 – Affiliates must deposit or cash commission and bonus checks within six months from their date of issue. A check that has not been cashed after six months will be void. A $25.00 fee will be charged for reissuing a check. These charges will be deducted from the balance due to the member.

7.5 – Reporting

All information provided by Nutriu2 Manufacture in the Downline Activity Reports online or by telephone, including but not limited to personal and group sales volume (or any portion thereof), and Downline sponsorship activity, is believed to be accurate and reliable. However, due to various factors, including the inherent possibility of human and mechanical error; the accuracy, completeness and timeliness of orders; the rejection of payments by credit card and electronic check; returned products; and credit card and e-check chargebacks, the information is not guaranteed by Nutriu2 Manufacture or by any person who creates or transmits the information. All personal and group sales volume information is provided “as is” without warranties, express or implied, or representations of any kind. In particular, but without limitation, there shall be no warranties of merchantability, fitness for a particular purpose, or non-infringement.

To the maximum extent permitted by applicable law, in no event shall Nutriu2 Manufacture and/or other persons creating or transmitting the information be liable to any Affiliate or any other person for any direct, indirect, consequential, incidental, special, or punitive damages arising out of the use of or access to personal and group sales volume information (including, including, but not limited to, lost profits, bonuses or commissions, loss of opportunity, and damages that may result from the inaccuracy, incompleteness, inconvenience, delay, or loss of use of the information), even if Nutriu2 Manufacture or other persons who create or transmit the information have been advised of the possibility of such damages. To the maximum extent permitted by law, Nutriu2 Manufacture or other persons who create or transmit the information shall have no liability or liability to you or any other person under any tort, contract, negligence, strict liability, product liability, or other theory with respect to any subject matter of this agreement or terms and conditions related hereto.

Your access to and use of Nutriu2 Manufacture’s online reporting services and your reliance on such information is at your own risk. All of that information is provided to you “as is.” If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to stop using and accessing Nutriu2 Manufacture’s online reporting services and to rely on the information.

SECTION 8 – RETURNS AND AID FOR THE SALE AND BUYBACK

8.1 – Retail Sales

Personalized service and retail sales to the customer and merchant are the foundation of Nutriu2 Manufacture. The entire commission structure is based on the retail sales volume referred by the individual affiliate as well as their entire organization.

8.2 – Voluntary cancellation of the contract

Requests for the return of sales materials by a Nutriu2 Affiliate for a refund will be considered as a request for voluntary cancellation of the business relationship with such Affiliate. If an Affiliate wishes to return sales materials purchased within the last 3 months, the Company will be required to repurchase the sales materials and the Affiliate Agreement will be terminated. An Affiliate may only return sales materials purchased by him or her that are in new condition and suitable for resale.

Upon receipt of the sales material, the Affiliate will be refunded 90% of the cost of the original purchase, excluding shipping and handling charges. If purchases were made by credit card, the refund will be credited back to the same account.

• The Affiliate must inform the Company of their intent to exercise the Sales Aid Buyback Option within 10 business days of the notice of resignation.

• All products that are due to be returned for refund under this provision must be approved prior to shipment to Nutriu2 Manufacture by calling the Customer Service Department.

• The affiliate will be asked to submit invoices detailing the sales aid items to be returned.

• Once approved by the company, returns may be sent to the company’s headquarters and must be accompanied by a copy of the invoice for each item.

8.3 – Montana residents

A Montana resident may cancel their Affiliate Agreement within 15 days from the date of enrollment and may receive a full refund within such time period for good, resalable sales aids or trainings that they did not attend.

SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 – Disciplinary sanctions

Violation of the Agreement, these Policies and Procedures or any illegal, fraudulent, deceptive, or unethical business conduct by an Affiliate may, at the discretion of Nutriu2 Manufacture, result in one or more of the following corrective actions:

• Issuance of a written warning or reprimand;

• Require the Affiliate to take immediate corrective action;

• Imposition of a fine, which may be deducted from bonus and commission checks;

• Loss of the right to one or more bonus and commission checks;

• The withholding of all or part of an Affiliate’s bonuses and commissions during the period that Nutriu2 Manufacture is investigating any conduct alleged to violate the Agreement. If an Affiliate’s business is terminated for disciplinary reasons, the Affiliate will not be entitled to recover any commission withheld during the investigation period;

• Suspension of the individual’s Membership Agreement for one or more pay periods;

• Involuntary termination of the infringer’s Affiliation Agreement;

• Any other measures expressly permitted within any provision of the Agreement or that Nutriu2 Manufacture deems feasible to implement and appropriate to equitably resolve injuries caused in part or exclusively by the Affiliate’s violation of policy or breach of contract; or

• In situations that Nutriu2 Manufacture deems appropriate, the Company may initiate legal proceedings to obtain monetary and/or equitable relief.

9.2 – Complaints and Claims

When an Affiliate has a complaint or grievance with another Affiliate about any practice or conduct in connection with their respective Nutriu2 Manufacture businesses, the Affiliate filing the complaint must first report the issue to their sponsor, who must review the matter and attempt to resolve it with the other party’s upline sponsor. If the matter cannot be resolved, the Company must be informed in writing. The Company will review the facts and determine whether a violation of the policy has occurred and take appropriate action.

9.3 – Arbitration

Any controversy or claim arising out of or relating to the Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association or other recognized arbitration service, in accordance with its Commercial Arbitration Rules, and judgment rendered by the arbitrator may be entered in any court having jurisdiction thereof. Affiliates waive all rights to trial by jury or in any court. All arbitration proceedings shall be conducted in Stanislaus County, California, unless the laws of the state in which an affiliate resides expressly require the application of its laws, in which case the arbitration shall be conducted in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There will be one arbitrator, one attorney, who will have experience in commercial law transactions, with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel provided by the American Arbitration Panel. The prevailing party shall be entitled to receive from the losing party, OR each party to the arbitration shall be responsible for its own arbitration costs and expenses, including legal and filing fees. The arbitrator’s decision shall be final and binding on the parties and, if necessary, may be reduced to judgment in any court of competent jurisdiction. This arbitration agreement shall survive any termination or expiration of the Agreement.

Nothing in these Policies and Procedures shall prevent Nutriu2 Manufacture from seeking and obtaining from any court having jurisdiction an order of garnishment, injunctive relief, preliminary injunctive relief, permanent injunctive relief, or other remedy available to safeguard and protect the interests of Nutriu2 Manufacture before, during, or after the filing of any arbitration or other proceeding or pending the rendering of a decision or award in Connection with any arbitration or other proceeding.

9.4 – Governing Law, Jurisdiction and Competence

Jurisdiction and venue for any matter not subject to arbitration shall be Stanislaus County, State of California. The Federal Arbitration Act will govern all matters related to arbitration. The law of the State of California shall govern all other matters relating to or arising out of the Settlement.

9.4.1 – Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.

SECTION 10 – INACTIVITY AND CANCELLATION

10.1 – Effect of cancellation

As long as an Affiliate remains active and complies with the terms of the Affiliate Agreement and these Policies and Procedures, Nutriu2 Manufacture shall pay them commissions in accordance with the Compensation Plan. An Affiliate’s bonuses and commissions constitute the total consideration for the Affiliate’s efforts to generate sales and all activities related to generating sales (including the creation of a Downline Organization). Upon termination of an Affiliate for inactivity, or voluntary or involuntary termination of their Affiliate Agreement (all of these methods are collectively referred to as “termination”), the former Affiliate shall have no right, title, claim, or interest in the marketing organization they operated, nor any commission or bonus from sales generated by the organization. An Affiliate whose business is terminated will forfeit all rights as an Affiliate. This includes the right to sell products and services from Nutriu2 Manufacture and the right to receive future commissions, bonuses or other income resulting from sales and other activities of the Affiliate’s former Downline sales organization. In the event of termination, Affiliates agree to waive all rights they may have, including, but not limited to, ownership rights, to their former Downline organization and any bonuses, commissions, or other remuneration derived from the sales and other activities of their former Downline organization.

Once an Affiliate terminates their Affiliate Agreement, the former Affiliate will not be able to present themselves as an Affiliate of Nutriu2 Manufacture. An Affiliate whose Affiliate Agreement is terminated will receive commissions and bonuses only for the last full pay period in which it was active prior to cancellation (minus any amounts withheld during an investigation prior to an involuntary termination).

10.2 – Involuntary termination

An Affiliate’s violation of any of the terms of the Agreement, including any modifications that Nutriu2 Manufacture may make in its sole discretion, may result in any of the penalties listed in Section 9.1, including involuntary termination of their Affiliate Agreement. Termination will be effective on the date written notice is sent by mail, facsimile, or overnight courier to the Member’s last known address (or fax number), or to the Member’s attorney, or when the Affiliate receives actual notice of termination, whichever comes first.

10.3 – Voluntary termination

An Affiliate has the right to cancel their contract at any time, regardless of the reason. Cancellation must be sent in writing to the Company at its principal place of business. The written notice must include the Member’s signature, printed name, address, and Member ID number. Affiliates who have resigned can reapply to become Nutriu2 Manufacture Affiliates after 6 months. An Affiliate’s position is subject to termination for inactivity (i.e., merchant enrollments, lack of commissions, lack of sponsorship, and failure to attend Nutriu2 Manufacture functions, participation in any other form of Affiliate activity, or operation of any other Nutriu2 Manufacture business) after being inactive for 6 full calendar months.

10.4 – Non-renewal

An Affiliate may also voluntarily cancel their Affiliate Agreement if they fail to comply with the Agreement annually. The Company may also choose not to renew the Affiliate Agreement.

10.5- Entire Agreement

These Policies and Procedures, any and all modifications made by the Company, together with the Terms and Conditions and the Compensation Plan make up the entire agreement between the Affiliate and the Company.