General Terms and Conditions of WellNetIQ GmbH

SECTION 1 - WellNetIQ AND ITS REPRESENTATIVES

1.1. Welcome to WellNetIQ

1.1.1 WellNetIQ GmbH, Customer Service, ABC-Strasse 10, 20354 Hamburg, Germany, represented by its Managing Director Dr Tilman Spangenberg (henceforth: WellNetIQ) is a direct selling company that distributes its products through independent business partners. It is important to understand that the success of any business partner depends on the integrity of the men and women who market WellNetIQ products and services. The Agreement (as defined below) is made to clearly define the relationship between WellNetIQ and its independent business partners, between the business partners and their customers, and between the business partners.

1.1.2 The parties.

WellNetIQ is the company referred to in the Application and Agreement signed by the Business Partner. In these Terms and Conditions, the Company is referred to as "WellNetIQ" or "Company" and the Business Partner signing the Agreement is referred to as "Business Partner".

1.1.3 These Terms and Conditions, together with the WellNetIQ Ambassador Application and Agreement (the "Business Partner Agreement") and the Sales Compensation Plan (collectively referred to herein as the "Agreement"), as they may now exist or be amended from time to time, constitute the complete and binding agreement and understanding between independent and self-employed contractors, or WellNetIQ Business Partners, and WellNetIQ and form the basis of a cooperative, fair and successful business relationship. By sending the application for the conclusion of the business partner agreement to WellNetIQ, the business partner simultaneously declares that he/she has taken note of the WellNetIQ sales compensation plan and recognises it as an integral part of the contract.

1.2. Code of Conduct for Business Partners
1.2.1 I will behave honestly and fairly as a business partner.

1.2.2 To achieve the best possible success, I should actively seek to build and maintain a retail client base; however, this is not a contractual obligation.

1.2.3 I will conduct my business in a manner that promotes my reputation and the positive reputation of WellNetIQ.

1.2.4 I will be courteous and respectful to every person I come into contact with in the course of my independent WellNetIQ work and will only make personal or telephone contact with potential applicants and clients in a reasonable manner and at reasonable times to avoid intrusiveness. If I make a sales presentation, I will end it immediately at the request of the recipient.

1.2.5 To achieve the best possible success, I should fulfil my leadership responsibilities as a sponsor, which include training, supporting and communicating with the business partners in my organisation, even if this is not a contractual obligation.

1.2.6 I will not sponsor or attempt to sponsor or attempt to solicit, directly or indirectly, any WellNetIQ business partner for any other network marketing company or direct sales company.

1.2.7 I will not engage in fraudulent or illegal practices and will not misrepresent or misleadingly promote the WellNetIQ Products or the WellNetIQ Sales Compensation Plan.

1.2.8 I acknowledge that even my personal experience and the benefits received from the WellNetIQ Products may be construed as an unlawful "extension of health or other commercial claims".

1.2.9 I understand and agree that I am solely responsible for all financial and/or legal obligations I incur in the course of my business as a Business Partner and will comply with all claims and obligations required of a Business Partner.

1.3. Duration

1.3.1 Term

The term of this agreement is one year. If the Business Partner fails to renew his/her agreement annually, or if it is terminated or cancelled for any reason, the Business Partner permanently loses all rights as a Business Partner. The Business Partner is then not entitled to sell products and services, nor is he/she entitled to receive commissions, bonuses or other benefits resulting from the activities of his/her former downline sales organisation.

1.3.2 Term extension

Business Partners must confirm annually that they are bound by the terms of the Agreement and will be asked to do so via their WellNetIQ Back Office. In addition, each year Business Partners may extend the one-year term of the Agreement by paying an annual non-provisioned service fee (see more in 1.4.) on or before the anniversary date of the Agreement. With WellNetIQ's automatic renewal programme, the renewal fee can be waived by decision of the Company and by meeting the conditions communicated by the Company through its communication channels. If the renewal fee is requested but not paid within thirty (30) days of the expiry of the current contract term, the contract will be terminated.

1.3.3 Termination and revocation

After applying to be registered as an entrepreneur with WellNetIQ, there is a 14-day right of withdrawal. The revocation must be made in writing and sent to the postal address of WellNetIQ GmbH as described in 1.1 or by e-mail to [email protected] within 14 days of signing.

Following your cancellation, you may return to WellNetIQ any unopened, chargeable goods that you have received as a Distributor, which will be refunded in accordance with the Returns Policy. The return shipment must be made at the expense and risk of the business partner. After receipt of the returned goods and inspection of the same for freedom from defects, closure and resalability, the purchase price will be refunded at 100%.

1.4. Business partner rights / right to use the back office and the replicated website

1.4.1 Once a Business Partner's Agreement has been accepted by WellNetIQ, the following Business Partner Agreement benefits, among others, are available to him or her for as long as the Business Partnership exists: To sell WellNetIQ products in accordance with the Agreement; to participate in the Sales Compensation Plan and receive commissions and benefits, if eligible; to sponsor other Business Partners; to receive regular WellNetIQ literature and other WellNetIQ communications; to participate in WellNetIQ sponsored support, service, training, motivation and recognition functions (upon payment of appropriate fees, if applicable); and to participate in WellNetIQ sponsored promotional and incentive contests and programmes.

1.4.2 In addition, the Business Partner acquires the right to use the WellNetIQ Backoffice and the Replicated Website for an annual service fee. The annual service fee is payable for the use as well as for the maintenance, administration, support, care, updates and upgrades of the Backoffice and the Replicated Website. The right to use the Backoffice and the Replicated Website provided to the Business Partner is a simple (non-exclusive), non-transferable right of use relating to the respective Backoffice and the respective Replicated Website; the Distributor is not entitled to modify, edit or otherwise redesign the Backoffice or the Replicated Website, nor is it entitled to grant sub-licences.

1.5. Independent contractor

A Business Partner is an independent contractor and not an employee, agent or franchisee of WellNetIQ. There are no obligations to accept sales targets or other activity commitments. With the exception of contractual obligations, the Distributor is not subject to any instructions from WellNetIQ and bears the full entrepreneurial risk of its business activities, including all costs arising from the operation of its business.

As an independent entrepreneur, the sales partner is responsible for complying with the relevant legal provisions, including the requirements under tax and social law (e.g. obtaining a VAT identification number or registering its employees with the social insurance and, if applicable, obtaining a business licence). In this context, the sales partner assures to duly pay tax at his place of residence on all commission income earned in the course of his activities for WellNetIQ. WellNetIQ reserves the right to deduct the corresponding amount for taxes and duties from the agreed commission or to claim damages or reimbursement of expenses due to violation of the aforementioned requirements, unless the sales partner is not responsible for the damage or expenses. No social security contributions shall be paid by WellNetIQ for the sales partner.

1.6. Business conduct

Each Business Partner will conduct all of his/her business activities in a professional and ethical manner that will protect and enhance the Business Partner's reputation and the positive reputation of WellNetIQ. Business Partners must not engage in conduct that reflects poorly on or disparages WellNetIQ or any other Business Partner.

1.7. No purchase necessary

The purchase of products, other than the purchase of an Enrolment Product Order, is not required to become a Business Partner or to participate in the Sales Compensation Plan.

2.1.3.3 Forms and processes

While you are a Business Partner, product orders and services will be in electronic form. In addition to the Business Partner Agreement, forms that you sign and notices that we send you may also be in electronic form. They are all part of the electronic record. We may also use electronic signatures and obtain them from you as part of our transactions with you.

2.1.3.4 Delivery

Electronic records may be delivered in a variety of formats through a variety of digital channels. Common digital channels include, but are not limited to, email, SMS, FTP, SFTP and cloud-based file storage. Electronic records can be accessed through your virtual back office.

2.1.3.5 Equipment and software

To access electronic records, you will need the following hardware and software: a personal computer ("PC") with modem, WiFi or other Internet access device; up-to-date functional Internet browser software (e.g., Microsoft Edge, Internet Explorer, Chrome); and Adobe Acrobat Reader. If there is ever a change in the equipment or software required to access the terms of the Agreement, WellNetIQ will notify you and provide you with a list of the required equipment and software. In such an event, you may withdraw your consent.

2.1.3.6 Withdrawal of consent

You may withdraw your consent to the use of electronic records at any time. However, if you do so, the Business Associate Agreement will automatically terminate. To withdraw your consent (and thereby terminate the Business Associate Agreement) or update your personal information, you may do so online at http://www. wellnetiq.com or by sending written notice to WellNetIQ GmbH, Customer Service, ABC-Straße 10, 20354 Hamburg, Germany.

2.1.4 Right of refusal

WellNetIQ usually accepts annual business partner renewal requests promptly. In individual cases, however, it may take up to 14 days before a decision on acceptance of the contract can be made, e.g. due to the necessary verification of the contract situation or the verification of the payment of the annual service fee. In any case, WellNetIQ reserves the right to reject applications from business partners at its own discretion without giving reasons. WellNetIQ will not accept business partner applications containing deliberately falsified information and will declare such applications invalid. WellNetIQ expressly reserves the right to assert future claims for damages in this case in addition to termination without notice.

2.1.5 Notification of Changes

The Business Partner is responsible for notifying the Company of any changes that affect the accuracy of its Business Partner Application and any subsequent Business Partnership Account Information.

2.1.6 Virtual folder with documents

A virtual folder of documents, including the General Terms and Conditions and the Compensation Plan, shall be provided to each Business Partner at the time of registration. Where required by law, a printed copy is available.

2.1.7 Prospects

If a business partner pays or reimburses a prospect for the cost of attending a WellNetIQ event, or if the business partner attends a WellNetIQ event with the prospect, WellNetIQ will recognise that business partner as a sponsor if the prospect submits a business partner application within 10 days of the event. Thereafter, the prospect may enrol with a sponsor of their choice.

The business partner whose prospect has submitted its business partner application must notify WellNetIQ of this relationship within 10 days of event attendance and/or reimbursement. Should the Business Partner fail to inform the Company in a timely manner, WellNetIQ will recognise the Personal Sponsor listed in the Business Partner Application as the Personal Enroller.

2.1.8 Passwords.

Once registered, the new Business Partner is responsible for protecting its personal data and account, in particular by not disclosing its password and/or login details.

2.2. Beneficial interest

2.2.1 A business partner may have a beneficial interest in only through a business partnership. "Beneficial interest" means the right to direct, control, own, or be the beneficiary of any interest, direction or control of another person in its organisation.

2.2.2 Same household

2.2.2.1 Family members living in the same household may have separate business partnerships except as described in 2.2.2.2. However, you may not exercise control over such business partnerships unless they are registered as applicants.

2.2.2.2 A couple, whether married, civil partners or similar, may only have a Business Partnership in the same household to benefit jointly from the rewards and awards set out in the Agreement and/or in specific programmes published on WellNetIQ communication channels. The actions of each person in the Couple and any other person who has a beneficial interest in the Business Partnership are attributable to the Business Partnership.

2.2.3 Legal Entity and its Principal Persons

If a business associate is a legal entity, all persons having the right to control that legal entity, including but not limited to its shareholders, officers, directors or its members or managers (the "principals"), have a beneficial interest in that business associate and may not have a beneficial interest in any other business associate. The actions of the principals and principals of the entity shall be attributed to the business partnership.

2.3. Married couples

2.3.1 Husbands, wives or registered couples (together "Spouses") wishing to become Business Partners are encouraged to submit a single Business Partner Application and Business Partner Agreement. Neither may have an economic interest in another business partnership (see 2.2). If two applications and agreements are submitted, the actions of one spouse will be attributed to the business partner application and agreement signed under his/her name, and he/she will then withdraw his/her economic interest in the application and agreement under the name of the other spouse.

2.3.2 If two (2) business partners marry, you will be required to notify the Compliance Department within 30 days of the marriage and choose which business partnership you will pursue. Upon notification, the Compliance Department will dissolve the unchosen business partnership.

2.4. Corporations, partnerships and trusts

2.4.1 Companies as business partners

Entities incorporated as corporations, limited liability companies, partnerships and/or trusts may apply to become business partners unless prohibited by law. These applicants must complete and submit the Business Partner Application and Agreement, along with copies of the Certificate of Incorporation, Articles of Association, Memorandum of Association, Trust Deed or other constituent documents filed in the country in which you do business.

2.4.2 Disclosure of principals

To ensure compliance with the counterparty agreement, counterparties must disclose a complete list of all officers, including directors, officers and shareholders of the company. Limited liability companies must disclose a complete list of all members, officers and managers. Partnerships must disclose all general partners and limited partners. Trusts must disclose the trustee(s) and beneficiary(ies). This information may be faxed or emailed to WellNetIQ and must be updated by the business partner. The business partner must also provide WellNetIQ with proof of the required business or sales tax or tax identification number and demonstrate that the business is in good standing. If a shareholder, partner, member or manager of a business partner is itself a legal entity, the information required above for the legal entity is also required for that shareholder, partner, member or manager. Changes to the above requirements (e.g. a shareholder, partnership or membership) are only permitted with WellNetIQ's prior written consent, which is at WellNetIQ's sole discretion.

2.4.3 Liability

Shareholders, members, partners, directors, managers, employees, agents, beneficiaries, trustees and those who promote the legal entity (collectively the "Principals") agree to remain personally liable to WellNetIQ and to be bound by the Agreement.

2.4.4 Accepted Name

A completed "Operating Under a Business Name" or DBA (Doing Business As) form must be submitted to WellNetIQ. In any business partnership position involving more than one individual, whether as a business, partnership, limited liability company or trust, the actions of a participant will affect the business partnership as a whole. If a Participant is found to have breached the terms of the Agreement, the Business Partnership as a whole shall be deemed to be in breach.

2.5. Correct name and ID number

A natural or legal person may not apply for a business partnership under a fictitious or assumed name or use the identity of another natural or legal person who is not associated with the business partnership. No person may provide a tax or other government ID number that has not been assigned to the principal person or entity of the business partnership. In addition, at the time of registration, the business partner must present an officially issued ID showing that he or she is a resident of the country of registration.

2.6. Tax identification number

Upon enrolment or upon request by WellNetIQ, a business partner shall, if permitted by law, provide his/her ID number and/or tax number officially issued by the authorities and a copy thereof. Upon enrolment, WellNetIQ shall provide the business partner with a unique business partner identification number which shall be used to identify his/her business partnership.

2.7. corrections and changes to the sponsor/place 2.7.1 Corrections.

A change of placement or correction of sponsor may be requested within 14 (fourteen) days of enrolment.

2.7.1.1 This policy is for the sole purpose of correcting errors made during enrolment and will not be used if the Business Partner requests a different sponsor for any other reason. Corrections may be requested through WellNetIQ Customer Service and must include an explanation for the request.

2.7.1.2 No fee shall be charged for the first correction requested within the initial fourteen (14) day period.

2.7.2 Amendments

2.8.4 Change of Sponsor

The amendment permitted under this section does not include a change of sponsor. The processing fee for amendments or additions can be found in Annex A.14.

2.8.5 Withdrawal of the Co-Applicant

Co-applicants may withdraw their interest in a business partnership by notifying Customer Services. The waiting period rule in section 2.10 applies to them.

2.9. Multiple applications

If an applicant submits multiple Ambassador Agreement Forms listing different sponsors, only the first completed form received by WellNetIQ will be accepted. WellNetIQ reserves the right, in its sole discretion, to make the final determination with respect to all such disputes.

2.10. Waiting period for reapplication

2.10.1 Principles.

A former Business Partner (including a co-applicant) and/or a person who had an economic interest in a Business Partnership and wishes to apply for a new Business Partnership may only do so after having submitted a declaration of resignation or termination for the original Business Partnership and these waiting periods have passed:

2.10.1.1 six (6) months if the highest attained rank previously held (directly or through a beneficial interest) was Sapphire or lower; or

2.10.1.2 twelve (12) months if the highest attained rank previously held by him (directly or through a beneficial interest) was Emerald or higher.

2.10.2 Inhibition of Waiting Period. Any activity by the waiting counterparty during the waiting period required in 2.10.1 that indicates that the counterparty is establishing a new business resets the waiting period. Indications of such activity include, but are not limited to, attending meetings and promoting the business opportunity or products in some form.

2.11. Reports, confidential information and trade secrets

2.11.1 Reports.

WellNetIQ wants to protect itself and its business partners from unfair and inappropriate competition. WellNetIQ provides business partners with access and visibility into their organisations through WellNetIQ BackOffice (WBO). The reports generated by WBO and any business partner list, including but not limited to all business partners, organisation lists, names, addresses, email addresses and telephone numbers contained in the WellNetIQ database, in any form, including but not limited to hard copy, electronic or digital media (collectively, the "Reports"), are the confidential and proprietary property of WellNetIQ. WellNetIQ has derived, compiled, configured and currently maintains the Reports at considerable expense of time, effort and money. The Reports, in their present and future forms and as amended from time to time, constitute commercially beneficial proprietary assets and trade secrets of WellNetIQ that each Business Partner is required to keep confidential. Without this confidentiality and non-disclosure agreement, WellNetIQ would not provide reports to a business partner. The right of the Business Partner to disclose the Reports and the information contained therein, as well as other Business Partner information maintained by WellNetIQ, is expressly reserved to WellNetIQ and may be denied at its discretion.

2.11.2 Purpose.

Reports are provided to Business Partners for the sole purpose of assisting Business Partners in working with their downline organisation in developing their WellNetIQ business. Business Partners may use the reports provided to them to support, motivate and train their Downline Organisation.

2.11.3 Duty of confidentiality.

A business partner's access to its reports is password protected. The reports are provided to the Business Partners in strict confidence. Such reports may not be disclosed by a Business Partner to any third party or used for any purpose other than the performance of its obligations under the Agreement and for the benefit of WellNetIQ without WellNetIQ's prior written consent. Any unauthorised use or disclosure of a report constitutes misuse, misappropriation and a breach of the Business Partner Agreement and may cause irreparable harm to WellNetIQ.

2.11.4 Restrictions.

Each Business Partner shall not, on its own behalf or on behalf of any other person:

2.11.4.1 disclose, directly or indirectly, any information contained in a Report to any third party;

2.11.4.2 disclose, directly or indirectly, the password or other access code for its Report; or

2.11.4.3 use the information to compete with WellNetIQ or for any purpose other than to promote the Business Partner's WellNetIQ business.

2.11.4.4 solicit or court any business partner listed in a report or in any way attempt to influence or induce a business partner to change his or her business relationship with WellNetIQ.

2.11.5 Return of Reports on Termination.

Upon WellNetIQ's request, and always upon termination of the Agreement, Business Partner shall return to WellNetIQ the original and all copies of reports and any confidential or trade secret information (whether in hard copy or electronic form) extracted therefrom that are in Business Partner's possession or control.

2.11.6 Breach of Contract.

In the event that the Business Partner breaches any of the agreements in this subsection regarding Reports, the Company may send a warning letter suspending the Business Partnership or, in the event of a serious breach, may terminate the Business Partnership directly and seek injunctive relief to prevent irreparable harm to WellNetIQ or any of its Business Partners. WellNetIQ may also pursue all appropriate remedies under applicable law to protect its rights in the Reports; failure to pursue such remedies shall not constitute a waiver of such rights.

2.11.7 Confidential Information.

Business Partners may have access to WellNetIQ's confidential information. Specifically, without limiting the foregoing, confidential information includes information contained in a genealogical or downline report provided to or accessible by a Business Partner, customer lists, manufacturer information, commission or sales reports, product formulas and other financial and business information of WellNetIQ. All such information (whether in electronic, oral or written form) is the property of WellNetIQ and will be provided or made available to Business Partner in strict confidence. Each Business Partner agrees that he/she will not directly or indirectly disclose such confidential or proprietary information to any third party or use the information to compete with WellNetIQ or for any other purpose, except as expressly authorised by the Agreement. This information may only be used to further the WellNetIQ programme in accordance with the Agreement. Business Partner and WellNetIQ agree that WellNetIQ would not provide or make the information available to Business Partner without this Confidentiality and Non-Disclosure Agreement. This provision shall survive termination or expiry of the Business Partner Agreement for the period permitted by law.

2.12. Sponsorship and distribution in other markets

2.12.1 Right to sponsor.

WellNetIQ Business Partners may sponsor individuals into their organisation subject to the Agreement.

2.12.2 Compliance and restrictions.

Compliance with this section protects the Company, its business partners and their collective ability to conduct business in countries and territories already developed by WellNetIQ. Violation of this policy may result in regulatory action, which may include heavy fines, seizure of property, closure of business operations or even imprisonment. Accordingly, a Business Partner shall not:

2.12.2.1 Blindly solicit prospective clients.

Many countries have strict privacy laws that prohibit blind or cold solicitation. In addition, many local laws prohibit solicitation of contacts;

2.12.2.2 importing a product into a market for which the product is not officially approved. Products are labelled and sometimes formulated for specific countries;

2.12.2.3 distribute WellNetIQ documentation, including product brochures and sales compensation plan, that is not intended for the country in question. Promotional claims in documentation for one country may not be appropriate or legal in another country;

2.12.2.4 Sell products that are not labelled by WellNetIQ for that country;

2.12.2.5 to ship unauthorised products to any other country. Products to be sold in any country must be obtained directly from an authorised WellNetIQ office or warehouse and labelled for that country;

2.12.2.6 initiate or participate in media coverage of any kind without the prior written consent of the Company;

2.12.2.7 Misrepresent products or the WellNetIQ business in the country;

2.12.2.8 make any claims or guarantees regarding earning potential;

2.12.2.9 make unlawful or misleading health claims about WellNetIQ products;

2.12.2.10 fail to comply with the policies and procedures of the country in which the Business Partner is registered;

or

2.12.2.11 To induce prospective members in the country to join one's organisation by the promise of monetary rewards or volume.

2.12.2.12 To sell or distribute unregistered products in an NFR market, in accordance with section 7.4.10.3.

2.13. Record keeping

WellNetIQ encourages all of its business partners to maintain complete and accurate records of their business transactions. WellNetIQ may exercise its option to require records relating to retail sales or other matters as described herein or as required by applicable law.

2.14. Enrolment

A Business Partner shall forward to WellNetIQ all Business Partner applications and agreements and product orders received from other Business Partners or new applicants within 72 hours of receipt of the documents. Withholding applications or orders for the purpose of manipulating remuneration or promotion is strictly prohibited.

SECTION 3 - COMPLIANCE WITH THE LAW

3.1 Legal compliance

All WellNetIQ business partners must comply with all applicable laws and regulations regarding the operation of their business.

3.2 Territorial protection, territories

There are no exclusive territories and no Business Partner may imply or state that he/she has exclusive territory rights or acts as an importer. There are no geographical restrictions on Ambassador sponsorship except in those countries not officially opened by WellNetIQ. For a complete and up-to-date list of open markets, please visit www.wellnetiq.com.

3.3 Indication of official approvals

Regulatory authorities may not directly approve direct sales programmes or their products or services. Therefore, Business Partners must not represent, directly or indirectly, that the WellNetIQ Sales Compensation Plan or its products or services have been approved, reviewed or endorsed by any governmental authority unless WellNetIQ expressly states that it has.

3.4 Product claims

Business Partners are responsible for all advertisements and/or statements made both online and offline when they become for WellNetIQ and its products. The Business Partner must comply with all requests to remove such statements and/or postings regardless of their origin.

3.4.1 No unjustified claims

A WellNetIQ Business Partner shall not make any claim, directly or indirectly, about a WellNetIQ product that:

3.4.1.1 is unlawful;

3.4.1.2 claims to be reviewed by authorities;

3.4.1.3 is inconsistent with official WellNetIQ literature; or

3.4.1.4 any diagnosis, evaluation, prognosis, description, treatment, therapy, cure or management or remedy of a disease, condition or illness may be improved by the consumption, use or application of the Product.

3.4.2 Official WellNetIQ Literature

When promoting WellNetIQ products, a Business Partner may only make claims contained in the current official WellNetIQ literature for the intended country/market. WellNetIQ may change its official literature from time to time and the Business Partner must only use the current official WellNetIQ literature when promoting the Products.

3.5 Personal information

Personal information such as a business partner's ID number, address, telephone number, etc. will be kept confidential and will only be used in connection with WellNetIQ's business unless required by law. In the event of an emergency, the requesting party may contact the WellNetIQ Compliance Department, which will inform the business partner that someone is trying to contact him/her.

3.6 Permission to use names and likenesses

By entering into the Agreement, each Business Partner grants WellNetIQ and its affiliates and agents the absolute, perpetual, worldwide right and license to use, record, photograph, publish, reproduce, advertise, display, edit and sell in any manner for any purpose, his/her name, photograph, likeness, voice, statement, biographical information, image and other information relating to the Business Partner's business with WellNetIQ (collectively, the "Likeness") in marketing, promotional, advertising and training materials, whether in print, radio, Internet or television broadcast (including cable and satellite transmissions), audio and video tapes on the Internet or in any other media ("Promotional Materials") for an unlimited number of times, without compensation, in perpetuity. Each Business Partner waives any right to review or approve any Promotional Materials containing his/her likeness. Each Business Partner further releases WellNetIQ from any liability or obligation that may arise from the use of his/her image/likeness, including, but not limited to, claims for invasion of privacy, violation of the right of publicity and defamation (including libel and slander). A Business Partner may withdraw his/her permission for any use of his/her Likeness that has not yet been published by notifying WellNetIQ in writing. Business Partners agree that all information provided by the Business Partner, including his/her testimonial, is true and accurate.

3.7 Unfair competition

3.7.1 Restrictions during Business Partner activity.

3.7.1.1 No solicitation of WellNetIQ business partners and customers.

A Business Partner is free to participate in other direct sales, multilevel or network marketing business ventures or marketing opportunities, including affiliate programmes (collectively, "Network Marketing"). However, Business Partner shall not directly or indirectly solicit, recruit or attempt to solicit or recruit other WellNetIQ business partners, including personally sponsored business partners, customers or employees of WellNetIQ for any other network marketing business or other opportunity that may alter the business relationship with WellNetIQ. This includes general solicitations on the business partner's social networking site where "friends" include people who are business partners. This includes mentioning the business partner's affiliation with another network marketing business and sharing or socialising another person's posts promoting another network marketing business.

3.7.1.2 No advertising of WellNetIQ products and capabilities with a competitor's products and capabilities.

If the Business Partner participates in another Network Marketing Business, the Business Partner agrees that he/she will operate his/her WellNetIQ Business Partnership entirely separate and apart from it. Accordingly, if Business Partner participates in another Network Marketing Business, Business Partner agrees that he/she: (i) may not display any non-WellNetIQ products or sales aids along with WellNetIQ products or sales aids or in the same location or on the same social media account or website or other Internet presence as WellNetIQ products or sales aids; (ii) may not offer any non-WellNetIQ programme, opportunity, product or service in connection with the WellNetIQ opportunity or WellNetIQ products to prospective or existing customers or business partners; (iii) may not expressly or impliedly offer or refer to a non-WellNetIQ opportunity, products or services at a WellNetIQ-related meeting, seminar or conference or within a radius of two hours and eight kilometres of the WellNetIQ event. If the WellNetIQ event is held by telephone or via the internet, any non-WellNetIQ event must take place at least two hours before or after the WellNetIQ event, at a different conference telephone number or internet web address from the WellNetIQ event.

3.7.1.3 Selling competing goods or services to WellNetIQ customers and business partners.

Notwithstanding subsection 3.7.1.2, during the term of this Agreement, Business Partner shall not sell or attempt to sell any programme, product or service to WellNetIQ Customers or Business Partners that competes with Company Products. Any programme, product, service or network marketing opportunity in the same general categories as WellNetIQ products shall be deemed to be competitive, regardless of differences in cost, quality or other distinguishing factors.

3.7.2 Restrictions after termination.

For a period of twelve (12) calendar months after termination of the Agreement, or such longer period as may be legally enforceable, a Business Partner may not solicit another Business Partner or customer for any other Network Marketing business. Business Associate and WellNetIQ acknowledge that because Network Marketing is conducted through networks of independent contractors in many countries, and the business is typically conducted over the Internet and telephone, an attempt to narrowly limit the geographic scope of the non-solicitation provisions contained herein would render them wholly ineffective. Therefore, each agrees that this non-solicitation provision applies to all markets into which WellNetIQ supplies products or conducts business, whether through direct sales, electronic commerce or otherwise. This subsection shall survive the termination of the Agreement. 3.7.2. shall not apply in those places where the clause is contrary to mandatory applicable law in that country.

3.8 Confidentiality of the provider

The business relationship between WellNetIQ and its vendors, manufacturers and suppliers is confidential. A business partner may not contact or communicate directly or indirectly with a representative of a supplier, manufacturer or vendor, except at a WellNetIQ-sponsored event at which the representative is present at WellNetIQ's request.

3.9 Line changes, cross-sponsorship and enticement 3.9.1 Prohibited activity.

Maintaining the integrity of the sponsorship line in a business partner organisation is fundamental to network marketing. Accordingly, each business partner agrees to refrain from line switching, cross-sponsoring, poaching and "stacking".

3.9.1.1 "Line switching" means applying for and becoming a Business Partner (a) if one is already a Business Partner, (b) if one has a commercial interest in another Business Partnership; and/or (c) if the waiting period under Section 2.10 has not yet expired.

3.9.1.2 "Cross-Sponsoring" or "Cross-Line Recruiting" includes sponsoring (a) a current Business Partner, (b) a former Business Partner who is subject to the Waiting Period under Section 2.10, or (c) a former Business Partner who sponsored or purchased a Product while subject to the Waiting Period under Section 2.10.

3.9.1.3 "Solicitation" means asking, encouraging, offering benefits to, or in any way assisting another Business Partner to change lines and/or cross-sponsor. Solicitation is done by, among other things, offering, showing or explaining another direct seller's products or opportunity to a WellNetIQ Business Partner, whether directly or through social media that the Business Partner knows is frequented or targeted by other WellNetIQ Business Partners.

3.9.1.4 Stacking is also prohibited. Stacking occurs when Distributors selectively place newly registered Distributors in the Downline in order to achieve rapid advancement and rank in the Compensation Plan. Stacking includes: (a) financially assisting new Distributors for the purpose of maximising compensation under the WellNetIQ Compensation Plan; and (b) placing a new Distributor in a Downline organisation with the intent to manipulate the Compensation Plan for financial gain in a manner not intended or permitted.

3.9.2 Fictitious Information

A Business Partner may not use the name of a spouse, relative or third party, trade names, assumed or fictitious names, legal entities, false government-issued identification numbers or fictitious ID numbers to circumvent this Policy.

3.9.3 Reporting requirements

Because line switching, cross-sponsorship, poaching and "stacking" can be so detrimental to us and the business partners involved, each business partner is required to notify the Company as soon as possible if he/she knows or reasonably suspects that another business partner has violated these agreements.

3.9.4 Remedial Action for Violations

If a Business Partner breaches these obligations, the Company may take any or all of the actions described in Sections 8.2 and 8.3. The Company may also: (i) terminate the Business Partnerships that have been breached; (ii) terminate the Business Partnerships that have been created as a result of the Change of Lead (the "Second-in-Time Business Partnership"); (iii) impose a financial penalty on the Business Partners involved; and (vi) leave in place the Business Partnerships entered into by the Second-in-Time Business Partners and not change the sponsorship or placement, unless extenuating circumstances and fairness compel the contrary. However, the Company is under no obligation to do so, and the Company has the sole discretion to relocate or dispose of the Organisation. The Business Partners waive, subject to remedies, all claims against the Company arising out of or related to the divestiture of such business partnerships.

3.9.5 Unethical Activities

Each Business Partner agrees to act ethically and professionally at all times in the conduct of its WellNetIQ business. Accordingly, Business Partner agrees that it will not encourage or in any way condone unethical activities by others in his/her downline. Examples of unethical activities include, but are not limited to, the following, some of which are further described in the Agreement:

3.9.5.1 Making unauthorised claims about the Product;

3.9.5.2 Making unauthorised income claims and/or exaggerated lifestyle statements, photos, videos or social media posts, including but not limited to luxury cars, luxury watches, luxury homes, luxury yachts or other luxury accessories;

3.9.5.3 False statements or misrepresentations of any kind, including but not limited to: untrue or misleading representations or sales offers regarding the quality, availability, grade, price, payment terms, refund rights, warranties or performance of the Products;

3.9.5.4 Disparaging remarks about other Business Partners or the Company;

3.9.5.5 Causing product sales in retail establishments;

3.9.5.6 Using another Business Partner's or a third party's credit card without express written permission;

3.9.5.7 Misuse of Company confidential information;

3.9.5.8 Line changes, cross-sponsorship or poaching;

3.9.5.9 Failure to comply with requirements for sales and promotional activities;

3.9.5.10 Involvement in unauthorised pre-marketing activities;

3.9.5.11 Failure to comply with the rules for doing business in a market that is not for resale;

3.9.5.12 Personal conduct that brings the company and/or its business partners into disrepute;

3.9.5.13 Breach of applicable laws relating to the operation of a business partnership;

3.9.5.14 Breach of the Code of Conduct;

3.9.5.15 Breach of the Agreement.

3.10 Conformity with the WellNetIQ business model

A Business Associate shall not offer WellNetIQ opportunities through, or in combination with, any other compensation plan or placement programme other than as specifically set out in the approved WellNetIQ documentation. Further, a Business Associate shall not solicit or encourage other current or prospective Business Associates to participate in WellNetIQ in any manner that deviates from the program as set forth in the official WellNetIQ documentation. Regardless of Business Partner rank, a Business Partner may not require or encourage any other current or prospective Business Partner to enter into any agreement, contract or membership not offered by WellNetIQ in order to become a WellNetIQ Business Partner. Similarly, a Business Partner may not require or encourage any other current or prospective Business Partner to make any purchase from or payment to any individual or other entity in order to participate in the WellNetIQ Rewards Plan, except for those purchases or payments designated as recommended or required in official WellNetIQ documentation and only to the extent permitted under applicable law(s).

3.11 Training requirements

Business partners are required to provide appropriate training to the business partners they sponsor. "Appropriate training" includes, but is not limited to, education on policies and procedures, compensation plan, product information, sound business practices, sales strategies and ethical business conduct. A sponsor must maintain an ongoing, professional management relationship with the business partners in its organisation and fulfil the obligation to exercise good faith oversight, sales or distribution functions in the sale or delivery of products and services to the end user.

3.12 Data protection

Business Partners must comply with all applicable privacy and data security laws, including security breach notification laws. Business Partners must take reasonable steps to secure and protect all personal information, including but not limited to credit card and national insurance numbers, provided by a Retail Customer, potential Retail Customer or other Business Partner. Business partners must keep this information strictly confidential. Business partners are responsible for the secure handling and storage of all documents that may contain such private information. Business partners shall establish, implement and maintain appropriate administrative, technical and physical safeguards to protect against anticipated threats or hazards to the security of confidential information and customer data. Appropriate safeguards may include, but are not limited to, (i) encrypting data prior to electronic transmission; (ii) storing records in a secure location; (iii) password protecting computer files; or (iv) shredding paper files containing confidential information or client data. Counterparties should retain documents containing such information only for as long as is necessary to complete the transaction. Counterparties should dispose of any paper or electronic records containing customer data and other confidential information after use by taking all reasonable steps to destroy the information by: (a) shredding; (b) permanently erasing; or (c) otherwise altering the customer data and other confidential information in such records to render them unreadable, unreconstructible and indecipherable.

3.13 Sales staff from other companies

Business Partner agrees to refrain from systematically soliciting members of another direct selling company as Business Partners. In the event that a claim, demand, regulatory action, lawsuit, arbitration or other legal action is brought against a Business Partner or WellNetIQ alleging that he/she engaged in such prohibited activity, the Business Partner shall indemnify WellNetIQ against all claims, actions, suits and demands arising out of or related to the systematic solicitation. Business Partners shall not encourage members of the sales force of another direct selling company to violate the terms of their contract with that company. Business Partners shall bear the sole risk and liability for any such activities that are not endorsed or supported by WellNetIQ.

3.14 Reporting policy violations

Business Partners who observe a breach of the Policy by another Business Partner should send a written report of the breach to WellNetIQ's Compliance Department, either by fax, mail or email. Such documents must bear the Business Partner's signature and UserID. Anonymous complaints will not be accepted under any circumstances. Telephone calls will not be accepted in such matters as documentation must be provided in writing or by email by both the complaining party(ies) and the person(s) accused of the policy violation. Details of the incident such as date, number of incidents, persons involved, witnesses and other supporting documentation should be included in the report.

4 - CHANGES IN OWNERSHIP OF A BUSINESS PARTNERSHIP

4.1 Succession in the event of death or incapacity

4.1.1  Policy and procedure.

Upon the death of a Business Partner, the agreement and rights of a Business Partner will pass to his/her legal heirs as provided by law as long as the heir is otherwise qualified to be a Business Partner. However, WellNetIQ will not recognise such a transfer until the heir has sent WellNetIQ a completed Business Transfer Form reflecting the new ownership, together with a certified copy of the death certificate and a lawful will or trust or court order naming the lawful heir. If the company is satisfied that a transfer is appropriate, the business partnership will be transferred to the heir. The heir then has all the rights and obligations of any other business partner.

4.1.2 Beneficiary Interest.

The transfer of a business interest in this subsection is subject to the beneficiary guidelines in section 2.2, except that an heir who is the transferee and is already a business partner may elect which business interest to exercise. The election must be made within 30 days of Compliance's notification. Upon notification, Compliance will terminate the business partnership not elected. However, a Business Partner is only eligible to transfer its position if it has achieved the position of a Diamond in the Sales Compensation Plan for more than 365 consecutive days and has signed a separate Board Agreement as provided for in the Board Agreement.

4.1.3 Business.

If a Business Partner is a business and the sole owner of that business dies, the business partnership of the business shall be transferred to the legal heir(s) in accordance with Section 4.1.1, unless a court determines otherwise.

4.1.4 Incapacity.

If a Business Partner is incapacitated and unable to exercise his/her Business Partnership, the Company shall recognise the Business Partner's authorised representative to exercise the Business Partnership during the incapacity. To do so, the authorised representative must provide sufficient proof of the business partner's incapacity and sufficient proof of his/her authority to act on behalf of the incapacitated business partner (e.g. a durable or upright power of attorney) that is authentic and whose legality the Company can verify.

4.2 Divorce or dissolution

4.2.1 Requirements.

During the pendency of a divorce or dissolution of a business, both parties must choose one of the following courses of action:

4.2.1.1 One of the parties may, with the written consent of the other party or parties and in consultation with WellNetIQ, operate the WellNetIQ Business Partnership by agreeing to deal directly and exclusively with the other spouse or non-divorcing shareholder, partner or trustee; or

4.2.1.2 The parties may jointly continue the WellNetIQ Business Partnership on a business-as-usual basis, with all compensation paid by WellNetIQ paid in the same manner as it was paid prior to the pending divorce or dissolution.

4.2.2 Commission Payments.

WellNetIQ will not divide commissions between divorcing spouses or members of dissolving businesses, but will pay the proceeds in the usual manner. In the event that the parties to a divorce or dissolution proceeding are unable to resolve a dispute over the distribution of commissions and ownership of the business partnership, the business partnership agreement and payments will not be modified until a court or competent jurisdiction reaches a subsequent agreement. Recognitions and awards will be made by the Company in accordance with past practice for the Business Partner unless exceptional circumstances require otherwise, as determined in the sole discretion of the Company. In the event of an internal dispute over the consequences of a separation, divorce, dissolution or other termination of the contractual partnership with WellNetIQ, WellNetIQ reserves the right of extraordinary termination (termination without notice) if such dispute results in a neglect of the Distributor's duties, a breach of these General Terms and Conditions, a violation of applicable law or an unreasonable burden for the Downline or Upline.

4.2.3 Six-month waiting period rule.

If a former spouse has fully relinquished all rights to the business partnership as part of a divorce and in accordance with the divorce decree, he/she must wait six (6) calendar months before applying for a new business partnership. The Company may, at its discretion, waive the waiting period in whole or in part. Should the Company waive the waiting period in whole or in part, the former spouse who has fully relinquished all rights to the business partnership will be appointed as the direct sponsor for the jointly held business partnership. In the case of dissolution of a legal entity, those who have a beneficial interest in the legal entity must wait six (6) calendar months from the date of final dissolution before they can re-register as business partners. In both cases, however, the former spouse or business partner has no rights to business partners in his/her former organisation or to former clients and must develop the new business in the same way as any other new business partner.

4.3 Transfers involving a spouse or a related party

4.3.1 Individuals.

A business partner who is an individual may transfer his or her interest (and that of his or her spouse, if applicable) to a legal entity that is wholly owned (100%) by one or both spouses. (Example: Mr. A is the only name on a business partner's share. He may transfer his rights to XYZ, LLC if he (and his wife) is the sole shareholder, officer, or director of XYZ, Inc.).

4.3.2 Company.

A business partner that is a legal entity and one hundred percent (100%) owned by an individual and/or his or her spouse may transfer his or her interest to the individual and/or spouse. Example: XYZ, Inc. is wholly (100%) owned by Mr A. The business partnership is in the name of XYZ, Inc. XYZ, Inc. may transfer its interest to Mr A (and to Mrs A, in the same account).

4.3.3 Transfer requirements.

To obtain a transfer, the business partner must submit an amended business partner application,

4.3.3.1 if adding a spouse, a copy of the marriage certificate;

4.3.3.2 if one spouse is moving away, a notarised copy of the signatures of both spouses documenting the move;

4.3.3.3 in the case of a transfer to a legal entity, a certificate from the official authorities of the state/country in which it has its registered office and a copy of the constitutional documents showing all shareholders and management; or

4.3.3.4 in the case of a transfer from a legal person to an individual and/or an individual and his or her spouse, a letter of authority signed by an officer or director of the legal person and signed by the individual (and, if applicable, his or her spouse).

4.4 Change of the legal form of a legal person

A business partner that is a legal entity and wishes to change to another type of legal entity may do so as long as the beneficiary interests in the legal entity do not change. All holders of beneficiary rights of the former legal entity must confirm with a notarised or otherwise authenticated signature that they agree to the change. In addition, the new legal entity must submit an amended Ambassador contract, together with a notarised resolution by the new legal entity that it assumes the contract and all existing liabilities it has to us. A handling fee will be charged (see Appendix A.14). The members of the former legal entity are jointly and severally liable for all debts or other obligations to WellNetIQ that arose prior to the change, amendment or transfer.

4.5 Restrictions

Amendments under subsections 4.1, 4.2, 4.3 and 4.6 do not involve a change in sponsorship and are subject to fees (see Annex A.14). If the change is a change in the economic interest in a business partnership, the change is subject to the pre-emption provisions in subsection 4.7.

4.6 Transfer or sale of a business partnership

4.6.1 Fundamentals

WellNetIQ discourages the sale of business partnerships, the transfer of partial interests in business partnerships and the practice of using partnerships as a pretext for transferring interests. If a Business Partner wishes to sell, transfer or assign (hereinafter in this section "transfer") all or part of its interest in a WellNetIQ Business Partnership, then,

4.6.1.1 the transfer is subject to the first right of refusal provisions in clause 4.7; and

4.6.1.2 no changes in the sponsorship line can result from the transfer; and

4.6.1.3 the selling counterparty cannot reapply as a counterparty under a different sponsor until the waiting period described in clause 2.10 has expired; and

4.6.1.4 if approval has been granted, the acquiring Business Partner must submit a new Business Partner Application and Business Partner Agreement together with a completed Business Transfer Form in accordance with the instructions on the form.

4.6.2 Business. Changes in the holders of beneficial interests in a legal entity, whether by addition or substitution (but not removal or resignation) of a shareholder, director, officer, manager or member, shall be deemed to be a transfer of interests and therefore subject to the right of first refusal under section 4.7.

4.6.3 Reserved Rights. Notwithstanding anything to the contrary contained herein, any transfer of a Sponsor or Downline Business Partner from his/her current position will be made only if WellNetIQ deems it to be in the best interest of the Company, as determined by WellNetIQ in its sole discretion. The Business Partners waive any and all claims against the Company arising out of or related to the determination of any such circumstance.

4.7 Right of First Refusal (RFR)

All offers for the sale or transfer of title to a Business Partnership shall be subject to the right of first refusal described herein, except that it shall not apply to transfers pursuant to Sections 4.1, 4.2 and 4.3.

4.7.1 Procedure.

If a Business Partner receives a Good Faith Offer (as defined below) to purchase his/her interest in a Business Partnership, the Business Partner shall first offer to sell such interest to WellNetIQ on the same terms and conditions contained in the Good Faith Offer. The Business Associate shall submit the good faith offer in writing to WellNetIQ and WellNetIQ shall have fifteen (15) business days to accept the offer. A "bona fide offer" is a written offer to purchase the rights and obligations of the Business Partnership by a person who is not a Business Partner that WellNetIQ, in its sole discretion, determines to be a legitimate offer. Evidence of a legitimate offer may include, but is not limited to, cash or securities deposited into an escrow account, evidence of a loan commitment, and other material steps taken solely for the purpose of acquiring such Business Partnership rights and obligations.

4.7.2 This section applies to any new good faith offer received by the counterparty.

4.7.3 Approval of the Compliance Department.

Sellers and buyers must submit the following to the Compliance Department for review and approval: i) a fully signed purchase and sale agreement between the buyer and seller; ii) a completed and signed business associate application and agreement from the buyer; and iii) a completed sale/transfer form. WellNetIQ may request additional documentation that may be necessary to analyse the transaction between the buyer and seller. The Compliance Department will, in its sole and absolute discretion, approve or disapprove the sale, transfer or assignment within three (3) business days of receipt of all required documentation from the parties. The Business Partners waive any and all claims against the Company arising out of or related to the determination of any such circumstance.

4.7.4 Contestable Sales; Assumption of Obligations; Waiting Period.

If the seller transfers or attempts to transfer its business partnership on terms that differ from those set out in the offer to WellNetIQ, such transactions are voidable at WellNetIQ's discretion. Further, WellNetIQ may refuse to recognise the transaction if the parties do not obtain WellNetIQ's approval for the transaction.

SECTION 5 - PROMOTION OF WellNetIQ PRODUCTS AND OPPORTUNITIES

5.1. Product sales

5.1.1 Sales presentations.

In sales presentations, business partners shall truthfully identify themselves, WellNetIQ products and the purpose of their business to potential customers. Business Partners shall not engage in misleading, deceptive or unfair sales practices. Explanations and demonstrations of the products offered must be accurate and complete in all aspects, including but not limited to price, payment terms, refund rights, warranties and customer service and delivery.

5.1.1.1 Personal or telephone contacts shall be made in a reasonable manner and at reasonable times to avoid intrusiveness. Business partners must immediately terminate a demonstration or sales presentation at the consumer's request.

5.1.1.2 Business partners shall not abuse the trust of individual consumers, shall respect consumers' lack of business experience and shall not exploit customers' age, illness, lack of understanding or lack of business and/or language skills.

5.1.1.3 Business partners shall not directly or implicitly disparage another business or product. Business partners shall not make comparisons that are misleading and inconsistent with the principles of fair competition. Points of comparison must not be selected in an unfair manner and must be based on verifiable facts.

5.1.1.4 When hiring a facility for a meeting, the fees charged to the participating business partners and their guests shall be limited to the amount reasonable to cover the direct costs of the meeting. Such meetings are not intended to generate a profit for the business partners.

5.1.1.5 Sales presentations must be limited to content specific to WellNetIQ products and the selected opportunity.

5.1.2 Recommended selling price.

WellNetIQ provides a suggested retail price as a guideline for Business Partner's retail sales. A Business Associate should, in its own interest, avoid advertising a price below the wholesale price; however, a Business Associate may privately negotiate and sell WellNetIQ products to its customers at any price they agree to.

5.1.3 Sales Receipt.

In the event of a face-to-face sale, Business Partner shall hand a completed sales receipt to its retail customer. Business Partner shall also retain copies of its sales receipts from such sales for at least three (3) years or such other period as may be required by applicable law.

5.1.3.1 WellNetIQ may, at its discretion, conduct random and targeted audits of business partners to verify their compliance with this subsection. WellNetIQ may also contact retail customers to verify sales.

5.1.3.2 Business Partners that fail such audits shall take remedial action, including that described in Sections 8.2 and 8.3.

5.2. Claims

This section describes the product and opportunity claims that a business partner may make and the restrictions. It also explains the types and methods of promotion that the Business Partner may use in building a WellNetIQ business.

5.2.1 Product Claims.

A Business Partner may make claims about the products contained in the official WellNetIQ documentation of the country for which it is authorised. A Business Partner may not make any claims about the Product beyond this.

5.2.2 The claims about the opportunity, lifestyle and income.

Business Partners must truthfully and fairly describe the WellNetIQ Sales Compensation Plan and comply with the rules set out in 3.9.5.2.

5.2.2.1 No past, potential or actual income claims may be made against potential or current business partners, nor may business partners use their own income as an indication of the success of others.

5.2.2.2 Business Partners may not report commission payments or make specific income claims or representations when motivating new Business Partners to participate in WellNetIQ or otherwise present the business opportunity.

5.2.2.3 Business Partners may not post images of cash prizes online or otherwise use them to promote these opportunities.

5.2.3 Permitted Claims.

Lifestyle and income claims arising from the Sales Compensation Plan must be in strict accordance with official and current WellNetIQ documentation.

5.3. Advertising materials

Because many aspects of WellNetIQ opportunities and products are regulated, compliance with advertising laws is important. The Company makes every effort to comply with advertising laws and expects the same from each business partner.

5.3.1 Use of Approved Materials.

Only official WellNetIQ information may be used in the presentation of WellNetIQ products and/or the WellNetIQ Compensation Plan and Opportunities. WellNetIQ information may not be reproduced or reprinted without prior written permission from the WellNetIQ Compliance Department. For approval, please mail, fax or email a copy of the proposed promotional material to the WellNetIQ Compliance Department.

Once approval is granted, the text may not be altered. If a change is made, the material must be resubmitted for approval. Business partners should allow forty-eight (48) hours after receipt for processing.

5.3.2 Electronic advertising.

Only materials approved by WellNetIQ may be used for the placement of advertising in print, radio, television, internet, electronic or other media. Banners, trade show materials and other related promotional materials must be approved in advance and in writing by WellNetIQ. Articles on the corporate website and replication website may be downloaded for promotional purposes. A Business Partner may give away free products for promotional purposes.

5.4. Trademarks and copyrights

5.4.1 Ownership

The WellNetIQ name and the name of all Company products, services and programmes are trademarks of and owned by the Company. The Company also licenses rights to names of and ingredients contained in certain Company products (third party trademarks). The Company devotes significant resources to the application, maintenance and preservation of its trademarks and copyrights.

5.4.2 Permitted Use

Business Partners may only use the trademarks and trade dress of third parties with written permission. A Business Partner may not use any of the Company's names or trademarks, names, logos, email addresses, trade dress or trade names, or any third party trademarks to promote the Business Partner's WellNetIQ business without the written permission of the Company. If such permission is granted, then if the Company changes or abandons any of the trademarks or trade names, the Business Partner agrees to change or abandon those trademarks or trade names as well. To protect the Company's rights, a Business Partner may not obtain any right, title or interest in or to WellNetIQ's names, trademarks, logos or trade names and WellNetIQ's products by applying for a patent, trademark, Internet domain name or copyright. Unlawful use of any trademark owned or licensed by WellNetIQ is strictly prohibited. If a business partner has been authorised to develop and sell giveaways, he or she may use WellNetIQ's trademarks if authorised to do so in writing; however, he or she may not sell the giveaways for more than the cost incurred.

5.4.3 Unauthorised registrations.

Business Partners shall not use or attempt to register any trade name, trademark, service mark, copyright, product name, or the WellNetIQ name, or any part thereof, with any governmental or private authority (including any Internet domain registration service).

5.4.4 Rights of Use.

Business Partner acknowledges that any licence obtained by Company to use WellNetIQ's trademarks and copyrighted materials is non-exclusive. Business Partner expressly acknowledges that any goodwill associated with the Trademarks and Copyrighted Materials (including goodwill arising from Business Partner's use thereof) shall inure directly and exclusively to the benefit of WellNetIQ and shall be the property of WellNetIQ, and that no amount of money shall be attributable to goodwill associated with Business Partner's use of the Trademarks or Copyrighted Materials upon expiration or termination of the Agreement.

5.4.5 Indemnity.

Business Partners shall be liable to WellNetIQ for all damages resulting from misuse of WellNetIQ's trade names, trademarks, service marks, copyrights and other intellectual property rights in any form, except as expressly authorised by these Policies and Procedures or as otherwise approved in writing by WellNetIQ.

5.4.6 Copyrights.

All literature, CD's, videos, webinar copies, internet website materials, other Company materials and content, and Company programs are copyrighted. Use of the foregoing is permitted only within the scope of the contractual purpose and fame and reproduction or the like is permitted only with the prior written consent of the Company.

5.5. Other uses and advertising media

5.5.1 Establishing Independent Contractor Status.

Any use of a WellNetIQ brand name or trademark in an advertisement must clearly indicate that the business partner is an independent business partner of the Company.

5.5.2 Listing of "toll-free" telephone numbers.

WellNetIQ Business Partners are not permitted to list their "toll-free" telephone numbers under the WellNetIQ brand name.

5.5.3 Printed Cheques.

WellNetIQ business partners are not permitted to use the WellNetIQ trade name or any of its trademarks in connection with their business or personal current accounts.

5.5.4 Printed business cards or letterhead.

Independent WellNetIQ Business Partners are not permitted to create their own business cards or letterheads with the use of the WellNetIQ name, logo or trademark without written permission from WellNetIQ.

5.6. Internet and website advertising

5.6.1 WellNetIQ Replicated Websites.

Except as described in this subsection, only the WellNetIQ replicated websites programme may be used for the promotion and sale of WellNetIQ products or opportunity on websites. The replicated websites should be seamless and directly linked to the official WellNetIQ website to give the business partner a professional and WellNetIQ approved presence on the Internet.

5.6.2 No unauthorised websites.

No Business Partner may authorise, own or use (except as described herein) any website, or use WellNetIQ's names, logos or product descriptions therein, to promote (directly or indirectly) WellNetIQ's products, opportunity or services on any website. Third party online sales platforms (e.g. Amazon, Alibaba.com, Allegro, etc.) as well as auction sites (eBay) and social media sites (e.g. Facebook Marketplace, Wish, etc.) are not authorised sales channels and may not be used to sell WellNetIQ products.

5.6.3 Training Website.

A Business Partner must achieve the rank of Diamond Business Partner to apply for permission to operate a training website, which may include a lead generation service. An Ambassador must complete a website agreement before they can set up a training website. See the Training Website Licence Form and Procedure in the WBO.

5.6.4 Websites.

Products sold on the Internet, whether on a retail website as described herein or on another WellNetIQ approved website, must be sold and advertised in accordance with the terms of these Policies and Procedures. A Business Associate must enter into a Website Agreement and obtain approval from the Company's Compliance Department to operate a website that is not a training website. See the Ambassador Website License and Procedure Form in WBO. Approval must be granted before the website is launched or revised. Such websites may not sell products through a private shopping cart.

5.6.5 Social media.

Business Partners may use social networking sites, blogs and other social media and applications, and other sites with content based on user participation, as well as user-generated content, forums, message boards, blogs, wikis and podcasts (e.g., Facebook, Twitter, Instagram, Tiktok, Flickr, etc.) (collectively, "Social Media") to (1) communicate preliminary information about WellNetIQ or the Business Partner's involvement with the Company, (2) direct users to a Company website or an approved Business Partner website, and (3) post official Company materials that have been approved for posting. In the event that WellNetIQ deems any content posted pursuant to this subsection to be inappropriate for any reason, Business Partner must remove the content immediately, but no later than within 24 hours. Business Partners are not permitted to use a social media platform to sell WellNetIQ products directly. (e.g. Facebook Marketplace, Wish, etc.).

5.6.6 Additional Requirements.

If the Company gives prior written permission to a Business Partner to use a website or other forms of advertising over the Internet to promote the Products or the Opportunity in any way, the Business Partner must comply with the guidelines in the written permission and the following:

5.6.6.1 Business partners must not make offers or solicitations under the guise of research, surveys or informal communications if the actual intent is to sell products or services or to sponsor business partners;

5.6.6.2 Business Partners, whether or not they collect personal data from individual consumers, must disclose to consumers in a prominent place on the website how consumer data will be used and must otherwise comply with all privacy and personal data protection laws and regulations;

5.6.6.3 Business Partners shall never use or disclose personal information collected online unless such use is in accordance with the Agreement. Business Partners shall give individual consumers the opportunity to prohibit the disclosure of such information, and if a consumer requests that his or her personal information not be disclosed, Business Partners shall refrain from disclosing such information;

5.6.6.4 Business partners must give individual consumers the opportunity to terminate any further communication between the business partner and the consumer, and if a consumer requests a business partner to cease communication, the business partner must immediately cease communication in response to that request;

5.6.6.5 Business partners must comply with all laws and regulations governing electronic communications;

5.6.6.6 Business Partners must not disseminate content via distribution lists or to persons who have not given express permission to be included in such a process; spamming or the dissemination of chain letters or junk mail is not permitted;

5.6.6.7 Business Partners shall not distribute any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material that could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and

5.6.6.8 Business Partners shall not directly or indirectly send unsolicited bulk e-mails to persons with whom they have no prior or existing personal or business relationship.

5.6.6.9 Business Partners must be readily identifiable by their full name when using social media and when using email or newsgroup advertising in accordance with 5.6.8 (anonymous postings or postings made under a pseudonym are prohibited).

5.6.7 Internet Domains. A Business Partner may not use or register WellNetIQ's trademarks, trade names or product names, or derivatives or abbreviations thereof, as domain names, social media account names or email addresses.

5.6.8 Advertising by e-mail and in newsgroups.

Business partners who send unsolicited and unauthorised email flyers by email or use the Services to do so are fully responsible for any information regarding the product and marketing programme that is not expressly included in the advertising and promotional materials supplied directly by WellNetIQ. "Spamming" as well as telephoning or any other form of communication that does not comply with various laws is strictly prohibited. Business Partners must not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as the right to privacy and publicity) of others. Business Partners shall not post, publish, upload, distribute or communicate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Business partners may not advertise or offer for sale any goods or services for commercial purposes or conduct or forward any surveys, contests or chain letters. Users of the WellNetIQ website will not engage in activities that restrict or inhibit other users from enjoying the website. In accordance with Section 5.4, WellNetIQ trademarks may not be used by business partners in email addresses (e.g. [email protected]).

5.6.9 Recordings.

Business Partners may not reproduce or duplicate audio or video materials produced by WellNetIQ that describe WellNetIQ capabilities or products in detail. Business Partners may not record a WellNetIQ meeting, event or conference in any way, nor may they post such recordings online in any social media forum.

5.6.10 Answering Machine.

Business Partners must not answer the telephone or make recordings that say "WellNetIQ" or anything similar that might lead the caller to believe that he/she has reached WellNetIQ's Corporate Office.

5.6.11 Communication Systems.

WellNetIQ maintains a messaging system for use by business partners. This system is a tool designed to promote communication with downline organisations. Under no circumstances may a Business Partner use the WellNetIQ communication system to promote the sale of other services and products or any programme or opportunity outside of WellNetIQ.

5.7. Permitted sales channels; retail establishments; service establishments

5.7.1 Service companies

A Business Partner may, upon approval by the WellNetIQ Compliance Department, offer products through the channels of trade specified in the Agreement, including service establishments such as gyms, hair salons, professional offices and similar establishments, as long as it is not a large chain, defined as three or more establishments in the chain. There shall be no advertising signs on the exterior of the establishment. The interior signage must make it clear that the products are offered by an independent business partner of WellNetIQ. The refund policy applies to all sales, and each sale must be completed with a sales receipt on file in the WellNetIQ back office. Products may not be repackaged and portions from open containers may not be offered in such facilities, but free samples may be offered.

5.7.2 Prohibited Channels

Prohibited channels of trade include retail establishments. A retail establishment is a fixed place where the main activity is the sale of products to the public.

5.8. Notes

No third party endorsement may be claimed unless specifically communicated in WellNetIQ information and communication. However, a business partner may use "before" and "after" pictures of themselves or of family members or third parties if the family members and third parties give their consent. The conditions of the "after" picture must be as close as possible to the "before" picture. In other words, lighting, angle of view, facial expression, make-up, clothing, etc. should be as identical as possible. In addition, the business partner must indicate the date of each picture or the number of days between the pictures. The images must not be altered or filtered. The business partner must include a statement with the before and after pictures that he/she is an independent business partner of WellNetIQ.

5.9. Trade fairs

5.9.1 Business Partners may promote, display and sell WellNetIQ products and opportunities at approved trade shows, exhibitions, events, markets and other public forums. Before reserving a space or making a deposit to the event organisers, Business Partners must first obtain approval from WellNetIQ to ensure that no other Business Partner has confirmed their participation in the event.

5.9.2 Approval will be granted for up to three separate stands operated by Business Partners. Approval will be granted in the order in which applications are received. Approval will only be granted for the specified event and date, unless it is a regular, ongoing market, in which case approval will be granted on a "rolling" basis until cancelled or revoked. All applications for participation in future events must be resubmitted for approval. Previous participation in an event does not guarantee approval of the Business Partner's future participation in an event.

5.9.3 The Business Partner must use approved signage, literature, promotional material and advertising at events. The Business Partner must clearly indicate that he/she is an independent WellNetIQ Business Partner. Business Partners must operate exclusive WellNetIQ booths at events, which means that no other products or services may be offered at the booth.

5.9.4 WellNetIQ does not provide any liability or other insurance cover that may be required for participation in such events. Such insurance coverage, if required, is the responsibility of the Business Partner. WellNetIQ has global product liability insurance which is not the responsibility of the Business Partner.

5.10. Product care and quality controls

5.10.1 The Business Partner must sell the Products in their original packaging.

Relabelling, repackaging (including separation of bundled products or bundling of products) and other modifications are not permitted. It is prohibited to manipulate, deface or otherwise alter serial numbers, UPC codes, QR codes, batch or lot codes or other identifying information on products or their packaging. The Business Partner is not entitled to remove, translate or alter the content of any labels or documentation on or attached to the Products. In addition to the restrictions in 3.7.1, Business Partner shall not advertise, market, display or demonstrate any non-WellNetIQ Products together with WellNetIQ Products in a manner that would create the impression that the non-WellNetIQ Products are manufactured by, endorsed by or affiliated with WellNetIQ.

5.10.2 Storage and Handling of the Products.

Business Partner shall exercise due care in the storage and handling of the Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat and humidity, and in accordance with any additional storage guidelines specified by WellNetIQ and updated as necessary.

5.10.3 Product inspection.

The Business Partner shall inspect the Products immediately upon receipt for damage, defects or other non-conformities (collectively, "Defects"). Business Partner shall regularly check its inventory for expired or soon to expire Products and remove such Products from its inventory. Business Partner shall not sell products that have expired. If defects are found, the business partner must not offer the product for sale and must immediately report the defect to WellNetIQ by contacting the company via the service channels (telephone and email).

5.10.4 Recall and customer safety.

To ensure the safety and welfare of end consumers, Business Partner must cooperate with WellNetIQ with respect to any product recall or other consumer safety information dissemination efforts, including but not limited to contacting Business Partner's retail customers.

5.11. Media interviews

Business partners are prohibited from giving radio, television, newspaper, tabloid, Internet or magazine interviews or using public appearances, making public speeches or making any type of statement to the public media to publicise WellNetIQ, its products or its WellNetIQ companies without the express prior written permission of WellNetIQ. All media enquiries should be directed to the WellNetIQ office via [email protected].

SECTION 6 - COMMISSIONS, BONUSES AND OTHER REWARDS

6.1. Eligibility and payment

6.1.1 Income

A Business Partner is entitled to receive commissions and grant rewards in accordance with the currently published Sales Compensation Plan if he/she is not in breach of the Agreement and otherwise complies with the requirements. Commissions and bonuses will ONLY be paid for the sale of WellNetIQ products. No bonuses will be paid for the purchase of sales materials, sales aids or recruitment of business partners.

6.1.2 No guarantee of earnings.

Each Business Partner is not guaranteed a specific income or level of profit or success. His/her profit and success can only come from the successful sale, use and consumption of the Products and the activities of other Business Partners in their Downline.

6.1.3 Payment.

WellNetIQ will pay commissions within thirty (30) days of the end of a commission period. Bonuses from promotions will be paid within the time period specified in the terms of the promotion. For corporate accounts, WellNetIQ will pay the company listed on the account; otherwise, WellNetIQ will pay the primary account holder. Without prejudice to the Company's right to terminate, WellNetIQ may suspend or revoke payment if a Business Partner breaches any term of the Agreement. WellNetIQ may also debit the Business Partner's account or withhold any commission due if money is owed.

6.1.4 Adjustments to Commissions.

When a Product is returned to WellNetIQ for reimbursement, the commissions and bonuses attributable to the returned Product(s) will be deducted from the commission month in which the reimbursement is made and will continue each pay period thereafter until the commission and/or bonus is recovered from the Business Partners who received commissions or bonuses on sales of the reimbursed Products.

6.1.5 Errors or Questions.

If a Business Partner has any questions about commission and bonus calculations, charges or offsets, or believes that errors have been made, the Business Partner must notify the Company in writing within sixty (60) days of the date of the alleged error or incident in question. WellNetIQ will not be responsible for any errors, omissions or problems not reported within sixty (60) days.

6.1.6 Minimum amount for commission payments.

Commissions will not be paid until the total amount in a commission period is EUR 25 or more. Until that time, commissions shall be entered in an escrow account until the total amount of the payment is EUR 25 or more.

6.1.7 Processing fees.

A fee may be charged for each commission payment WellNetIQ issues to a Business Partner (see Appendix A.14). In addition, WellNetIQ may charge a handling fee for special services requested by the Business Partner (e.g. special reports - WellNetIQ may charge an hourly rate with a minimum of one hour or a flat fee).

6.1.8 Unclaimed commission payments.

Should a Business Partner fail to claim commissions paid to him/her under the Agreement, WellNetIQ will charge a fee for each notice sent to the Business Partner stating that the excess balance has not been claimed. The fee amounts are set out in Appendix A.14.

6.1.9 Rest Fees.

A monthly retirement fee (see Appendix A.14) will be charged for the following:

6.1.9.1 Any outstanding commissions not withdrawn from the Business Partner's Virtual Wallet (Receivables/Payables Account) within six (6) months of issue;

6.1.9.2 Commissions in a Business Partner's Wallet if there has been no activity in the Wallet for a period of six (6) months;

6.1.9.3 Outstanding Commission payments delayed by six (6) months due to the activity or inactivity of a Business Partner.

6.1.9.4 The fee will be charged monthly on each outstanding commission payment. The retirement fee cannot reduce the commission below EUR 0.

6.2. Commission/bonus purchases are prohibited

Buying products in one's downline to earn higher commissions, bonuses and other rewards or to advance in rank is strictly and absolutely prohibited. Buying bonuses includes:

6.2.1 the enrolment of individuals or companies without them being aware of and/or completing a Business Partner Application;

6.2.2 the fraudulent registration of an individual or company as a business partner or customer;

6.2.3 the registration or attempted registration of non-existent individuals or companies as business partners or customers ("phantoms");

6.2.4 the purchase of products on account of another business partner or customer,

6.2.5 the purchase of excessive quantities of goods or services which cannot reasonably be used or resold within one month; and/or

6.2.6 any other mechanism or ploy to qualify for rank advancements, incentives, prizes or bonuses that are not based on product purchases by end users.

SECTION 7 - PRODUCT ORDERING AND SHIPPING

7.1. Order

7.1.1 Purchase at a discount.

Business Partners are entitled to purchase WellNetIQ products at a discounted price from the retail price. All WellNetIQ products and list prices are subject to change without notice.

7.1.2 Direct Purchases.

A WellNetIQ Business Partner should purchase products directly from WellNetIQ. In the event that a Business Partner purchases a product from its Sponsor's or Upline Business Partner's personal inventory, commissions associated with the purchase will be attributed to the Sponsor or Upline Business Partner who purchased the product.

7.1.3 Purchase Limits.

The WellNetIQ opportunities are built on selling products to end users. A business partner's primary business opportunity is to develop and retain customers. The business also allows the purchase of products to be used to build the business and for personal consumption. A Business Partner agrees not to purchase more products than it can resell to its customers or otherwise use personally, which is permitted within a reasonable time.

7.1.4 Seventy percent rule.

Business Partners are not required to purchase Products nor are they required to maintain a certain inventory of Products. For Products purchased by a Business Partner, the Business Partner must personally sell, consume or use for business development at least seventy percent of the Products from each order before placing another order. Business Partner agrees to certify his/her compliance upon request by the Company or any official authority.

7.1.5 Back Orders.

In the event that a WellNetIQ product or sales material is unavailable for a period of time, WellNetIQ Business Partners have the option to place order(s) and wait for availability or cancel the order with a full refund without penalties until such items are ready for shipment.

7.1.6 No stockpiling.

WellNetIQ's success depends on retail sales to the end consumer; therefore, all forms of stockpiling are discouraged. WellNetIQ recognises that Business Partners may wish to purchase certain products in reasonable quantities for their own use, for storage purposes and to supply new Business Partners who are sponsored.

7.2. Purchases with credit card

7.2.1 Restrictions.

Purchases by credit card can only be made by the person whose name and address appear on the credit card. Any business partner using another person's credit card to pay for purchases should provide WellNetIQ with a credit card authorisation form with the order before placing the order. WellNetIQ considers unauthorised use of credit cards to be fraud and may report such actions to the appropriate authorities for follow-up.

7.2.2 Chargebacks.

Under no circumstances may a Business Partner charge back a credit card purchase. Any Business Partner who does so will be deemed to have voluntarily withdrawn from their Business Partnership and the Agreement will be terminated. If the Business Partner's credit card is charged in error, the Business Partner should contact WellNetIQ immediately to initiate an investigation and possible refund.

7.3. Shipping

7.3.1 Responsibilities of the Business Partner.

It is the sole responsibility of the ordering Business Partner to specify (a) the shipping method and means and (b) the destination address. The available methods are indicated on each order form and on the WellNetIQ website together with the prepaid shipping costs.

7.3.1.1 WellNetIQ only accepts street addresses for shipping purposes.

7.3.1.2 Orders are shipped via contracted and reliable carriers so that they can be tracked and, if necessary, replaced in a timely manner. WellNetIQ shall not be liable for failed shipments due to restrictions resulting from the address provided by Ambassador.

7.3.2 Costs. [reserved]

7.3.3 Risk of Loss and Transfer of Title.

Risk of loss and transfer of title with respect to Products purchased and sold hereunder shall pass to Ambassador at the time the Products are made available for pickup at WellNetIQ's warehouse or at the time they are delivered to Ambassador via contracted carriers in accordance with the terms of the Order.

7.3.4 Damaged Shipments.

If Product is damaged in shipment, a Business Associate should accept the shipment and, before the driver leaves, document on the delivery receipt the number of cartons that appear to be damaged and, if possible, take photographs to use as evidence, retain the damaged Product and carton(s) for inspection by the carrier, make an appointment with the carrier to have the damaged goods inspected, and, if necessary, file a claim with the carrier and notify WellNetIQ's Customer Service Department.

7.3.5 Short shipments.

WellNetIQ prides itself on fulfilling orders accurately and on time. On the rare occasion that errors may occur, a correction will be made quickly to avoid further delays to the recipient. Business partners must report any damage immediately, legitimately within ten (10) business days of receipt of the shipment. Upon notification and verification, WellNetIQ will ship the missing items to the address on the original order.

7.3.6 Undeliverable Orders.

7.3.6.1 In the event that the recipient of an order shipped by WellNetIQ refuses to accept the order without cause and the shipment is returned to WellNetIQ, the ordering business partner's status will be set to "suspended" until the refusal to deliver is resolved. The cost of the return shipment will be deducted from the business partner's account.

7.3.6.2 In the event that a package is returned due to an error on the part of the business partner or the package was not collected and returned on time, WellNetIQ will charge the business partner for the shipping costs.

7.3.7 No "holding" shipments.

WellNetIQ will not "hold" orders or delay shipment of products that have already been processed. Once payment has been received, all orders must be released for shipment.

7.3.8 No Shipments.

To protect the WellNetIQ business and WellNetIQ's integrity, WellNetIQ products may not be shipped to a WellNetIQ business partner or any other party on consignment. Only authorised WellNetIQ business partners may sell WellNetIQ products.

7.3.9 Abandonment of Product.

An order transaction is not considered complete until the order has been paid for and the delivery conditions have been met. If these conditions are not met within ninety (90) days from the date of the order, Company reserves the right to close the order with the current status. The Business Partner releases the Company from any further obligation or liability for the result.

7.3.10 NFR Orders.

7.3.10.1 WellNetIQ shipping costs for international orders not for resale (NFR) include delivery to the buyer's doorstep, but do not include other costs that may be incurred in the destination country, such as (but not limited to) handling, documentation, quarantine fees, customs duties, taxes, storage costs, etc. These costs must be borne by the ordering business partner if required.

7.3.10.2 Shipments from abroad are duty-free, which means that WellNetIQ does not charge taxes and customs duties. Depending on the country from which the goods are ordered, these may be collected by the ordering Business Partner's local authorities on arrival in their market. Such charges are determined locally and WellNetIQ has no control or financial interest in them. Unless a country has a specific agreement and/or a tax-free threshold, taxes on duty-free items must usually be paid before the products are released, and usually in the local currency.

7.3.10.3 In countries designated by WellNetIQ as NFR markets, there are no registered products within the country. Products shipped there are for personal use only. The resale and distribution of products in NFR countries is unlawful and strictly prohibited. Business partners who violate this policy will be subject to disciplinary action, up to and including termination.

7.4 Return of orders

7.4.1 Return Policy. [Reserved]

7.4.2 Commission Adjustments.

WellNetIQ will reclaim or retain commissions paid on products returned for refund. Upline Business Partners will accordingly be subject to an adjustment of their commissions, rewards and rank when recalculating the volume deducted as a result of product returns.

SECTION 8 - DISPUTES; BREACHES; BREACH OF CONTRACT; TERMINATION; REMEDIES

8.1. Disputes between business partners

If a business partner has a grievance or complaint with another business partner regarding a practice or conduct related to their business partnership, the business partner should attempt to resolve it with the other business partner. If the matter concerns the other Business Partner's interpretation or violation of the Agreement, the complaining or aggrieved Business Partner must report the incident in writing by e- mail or registered mail to the WellNetIQ Compliance Department. Details of the incident, such as date, number of incidents, persons involved, witnesses and any other supporting documentation should be included in the report. Such notifications must bear the signature of the business partner and their UserID. Anonymous complaints are accepted, but WellNetIQ cannot take remedial action without credible evidence. Telephone calls will not be accepted in such matters, as documentation must be provided in writing by both the complaining party(ies) and the person(s) cited for the policy violation. WellNetIQ may notify a Business Partner's Upline Leaders of any action or potential action taken pursuant to this Section 8.

8.2. Remedies for breaches of the Agreement

WellNetIQ will attempt to remedy violations through educational methods when appropriate. Escalating disciplinary action may be warranted by the nature of the violation or infraction. The remedies chosen by WellNetIQ are at its sole discretion. All remedies are cumulative and are not exclusive of other remedies.

8.2.1 Clarification and Reprimand

WellNetIQ's practice is to educate business partners who may violate any of the policies in the agreement. Such education is usually provided through an educational letter. If such educational efforts are ignored and violations are repeated, WellNetIQ may escalate its action against the business partnership. However, nothing in this Section shall limit WellNetIQ's rights to take more severe actions, including suspension and termination of the Business Associate, if WellNetIQ determines, in its sole discretion, that such action is appropriate and necessary to protect it.

8.2.2 Suspension.

WellNetIQ may temporarily suspend an Ambassador Contract for cause until the Business Partner has cured the breach.

8.2.2.1 Such involuntary suspensions are solely at the discretion of WellNetIQ. Generally, the suspension will be imposed pending investigation of violations. WellNetIQ will notify the Business Partner by mail and/or email to the last address on record with WellNetIQ for the Business Partner. In the event of a suspension, a Business Partner must immediately cease representing itself as a Business Partner to WellNetIQ.

8.2.2.2 The duration and terms of the suspension may vary depending on the circumstances and the investigation. Suspension may or may not result in termination of the Ambassador Account.

8.2.3 Effects of suspension.

8.2.3.1 During the suspension, incomplete orders placed by the Business Partner may, at the Company's discretion, be held in abeyance and result in the order being placed and charged to the Business Partner's credit card unless otherwise cancelled by the Business Partner.

8.2.3.2 Any commissions, surcharges or bonuses due will be held in abeyance by WellNetIQ without interest until resolved. If the breach is deemed by WellNetIQ to be unfounded, the suspension will be lifted and the unpaid revenue will be credited to the Business Partner; however, if the breach is founded, WellNetIQ may withhold some or all of the revenue to compensate for any damages it incurs as a result of the Business Partner's breach.

8.2.3.3 During the applicable suspension period, WellNetIQ has the right to prohibit the suspended Business Partner from purchasing products and services.

8.2.3.4 A suspended Business Partner is not entitled to represent itself as a Business Partner or to advertise its company or the products as long as the suspension continues.

8.2.4 Fines.

If, after expiry of the period set by a warning in the case of a breach of contract, a new same or similar breach occurs or if the originally warned breach is not remedied or if another case to be legally assessed develops from it, WellNetIQ is entitled, at its own discretion, to impose a contractual penalty that is appropriate in terms of reason and amount and legally permissible. For the enforcement of the contractual penalty, in the event that a law firm is commissioned, legal fees shall be incurred in addition to the contractual penalty, which the business partner shall be obliged to reimburse.

8.2.5 Quantity adjustments.

In cases involving line changes and related violations, WellNetIQ may shift volume to other sponsorship lines, as appropriate, and reclaim previously paid commissions, unless doing so violates mandatory applicable law.

8.2.6 Rank Adjustments.

If a Business Partner rises in rank by violating Section 6, WellNetIQ may, after due process for breach of contract, reverse the rank advancement, unless doing so violates mandatory applicable law.

8.3. Termination

8.3.1 Termination.

In the event of a Serious Breach or a continuing or repeated breach, the non-defaulting Party shall be entitled, in addition to any other remedies provided by law, to terminate the Agreement in accordance with the terms of this Agreement.

8.3.2 Termination - Serious Breach.

In the event of a serious breach of contract by the business partner, WellNetIQ may terminate the agreement and shall send the business partner in breach a written notice of termination stating the reason(s) for the action. The notice shall be sent to the Business Partner in writing by email and/or by registered post. The termination will take effect as set forth therein if the Business Partner fails to timely object in accordance with the objection procedure described below. A "serious breach" includes, but is not limited to, line changes, cross-recruiting or poaching (see Section 3.9), failure to poach before and after termination (see Section 3.7), and other particularly serious breaches of the Agreement, including, without limitation, where WellNetIQ reasonably believes that it will be harmed, that any attempt to remedy would be ineffective, or that the breaching Business Partner's downline is at risk of cross-recruiting.

8.3.3 Termination / All other breaches.

Notice of termination shall be given to the Business Partner in writing, stating the reason(s) for the action, and shall be delivered either by email or by registered mail. Business Partner shall have the right to (i) respond within ten (10) business days of the date of the notice (except for breaches involving product and opportunity claims, a 48 hour response time shall apply) and present facts in defence, mitigation or mitigation of its breach; or (ii) cure the breach. Failure to respond or remedy may result in termination without notice. If a response is provided, WellNetIQ will review the response and respond with either a request for clarification or a notice of termination.

8.3.4 Effectiveness of Termination.

Termination shall become effective as set forth therein if the Counterparty fails to timely object in accordance with the grievance procedure described below.

8.3.5 Effects of Termination.

Immediately following termination, the terminated Business Partner:

8.3.5.1 Must remove and permanently discontinue use of the trademarks, service marks, trade names, and all signs, labels, stationery, or advertising that refer to any WellNetIQ product, plan, or program;

8.3.5.2 must refrain from representing himself/herself as a business partner of WellNetIQ;

8.3.5.3 Forfeits all rights to its Business Partnership and its position in the Compensation Plan, as well as any future commissions and income arising therefrom;

8.3.5.4 Must take all actions reasonably requested by WellNetIQ with respect to the protection of confidential information and intellectual property; and

8.3.5.5 Is precluded from submitting a new Business Partner Application and Agreement at any time in the future.

8.3.5.6 Must immediately cease selling WellNetIQ products.

8.3.6 Right to transfer.

WellNetIQ has the right to offset any amounts owed to WellNetIQ by a Business Partner. Where laws governing termination are inconsistent with this policy, applicable state law will apply.

8.3.7 Appeal

A terminated Business Partner may appeal the termination by sending a letter to WellNetIQ's Compliance Department stating the reasons for the appeal. (Note: telephone calls will not be accepted under any circumstances). WellNetIQ must receive the appeal letter within ten (10) business days of the date of the notice or as specified in the notice.

8.3.7.1 If a Business Partner submits a timely appeal, WellNetIQ will, in its sole discretion, review and notify the Business Partner of the decision. WellNetIQ's decision is final and cannot be further reviewed.

8.3.7.2 If WellNetIQ has not received the appeal letter by the deadline, the termination is final.

8.3.7.3 If an appeal is rejected, the termination will remain in effect from the date of WellNetIQ's original notice.

SECTION 9 - MISCELLANEOUS PROVISIONS

9.1. The agreement

9.1.1 Entire agreement

The Agreement, in its current form and as amended by WellNetIQ in its sole discretion, constitutes the entire agreement between WellNetIQ and Business Partner. Any promises, representations, offers or other communications not expressly contained in the Agreement shall have no force or effect. A copy of the Agreement sent by post, email, message or fax shall be treated in all respects as an original.

9.1.2 Amendment

WellNetIQ reserves the right, at its sole discretion, to change the Business Partner Agreement, product pricing, product availability and wording as it deems appropriate. Any changes to the Business Partner Agreement will be posted on WellNetIQ's website and will be effective thirty (30) days thereafter. It is the responsibility of the Business Partner to keep abreast of the current and updated information and WellNetIQ shall not be liable in any way for the Business Partner's ignorance of the updated and current information. In the event of any conflict between the applicable Agreement and any such amendment, the amendment shall prevail. When WellNetIQ brochures, product catalogues, price lists, literature, website, fax-on-demand information, etc. are revised, only the most current version is approved for use by WellNetIQ business partners.

9.1.3 Waiver

No failure by WellNetIQ to exercise any authority under these Policies and Procedures or to insist upon strict compliance by any Business Partner with any obligation to comply with any provision herein, and no custom or practice of the parties that differs from the Agreement, shall constitute a waiver of WellNetIQ's right to require exact compliance. A waiver by WellNetIQ may only be made in writing by an authorised representative of WellNetIQ. The waiver by WellNetIQ of any particular default by any Business Partner shall not affect or impair WellNetIQ's right or obligation to any other Business Partner, nor shall any delay or omission by WellNetIQ in exercising any right arising from any default affect or impair WellNetIQ's right in respect of that or any subsequent default.

9.1.4 Severability

If under any applicable and binding law or rule of any applicable jurisdiction any provision of the Agreement or any specification, standard or operating procedure prescribed by WellNetIQ is held to be invalid or unenforceable, WellNetIQ shall have the right to modify the invalid or unenforceable provision, specification, standard operating procedure or part thereof to the extent necessary to be valid and enforceable. A counterparty shall be bound by any such amendment. The amendment shall be effective in the jurisdiction in which it is required.

9.1.5 Assignment

A Business Partner may not assign any rights or delegate any of his/her duties under the Agreement without the prior written consent of WellNetIQ. Any attempt to assign or transfer the Agreement without WellNetIQ's express written consent shall render the Agreement voidable at WellNetIQ's discretion and may result in termination of the Agreement.

9.1.6 Continuance

All provisions of the Agreement which by their terms are intended to survive the termination or expiration of the Agreement shall survive, including but not limited to the agreements contained in the Agreement relating to arbitration, non-competition, non-solicitation, trade secrets and confidential information.

9.1.7 Invalidity or Incompleteness of a Clause

In the event of the invalidity or incompleteness of a clause of these General Terms and Conditions, the entire Agreement shall not be invalid. Rather, the invalid or incomplete clause shall be replaced by a valid and complete clause which comes closest in economic terms to the meaning of the invalid or incomplete clause. The same shall apply in the event of the closure of a loophole requiring regulation.

9.2. Other

9.2.1 Limitation of liability.

WellNetIQ shall only be liable for damages other than those resulting from injury to life, limb and health insofar as these are based on intentional or grossly negligent actions or culpable breach of a material contractual obligation (e.g. payment of a commission) by WellNetIQ, its employees or vicarious agents. This also applies to damages resulting from the breach of obligations during contractual negotiations as well as from the performance of tortious acts. Any further liability for damages is excluded. Except in the case of injury to life, body or health or in the case of intentional or grossly negligent conduct on the part of WellNetIQ, its employees or vicarious agents, liability shall be limited to the damage typically foreseeable at the time of conclusion of the contract and otherwise to the amount of the average damage typical for the contract. WellNetIQ is not liable for indirect damage. WellNetIQ shall not be liable for damages of any kind resulting from the loss of data on the servers, unless there is gross negligence or intentional fault on the part of WellNetIQ, its employees or vicarious agents. The provisions of the Product Liability Act shall remain unaffected.

9.2.2 Indemnification.

Each Business Partner agrees to indemnify and hold WellNetIQ, its partners or shareholders, officers, directors, employees, agents and assigns harmless from and against any and all claims, demands, liabilities, losses, costs or expenses, including, without limitation, court costs and attorneys' fees, asserted against or suffered or incurred by any of them, directly or indirectly, arising out of or in any way connected with

(a) arising out of or in any way connected with the activities of the Business Partner as a business partner;

(b) following a breach of the terms of the Business Partner Agreement or these Policies and Procedures; and/or

(c) are based on violation of or failure to comply with applicable state or local laws or regulations.

9.2.3 Force Majeure.

WellNetIQ is expressly not liable for force majeure such as pandemics, delivery difficulties due to a lack of raw materials, political entanglements, wars, strikes, disruptions of transport companies, operational and other disruptions at WellNetIQ or its suppliers and their consequences. Furthermore, WellNetIQ shall not be liable in the event of non-delivery or late delivery by its suppliers and delays in delivery or non-delivery caused thereby, unless WellNetIQ itself has acted culpably.

9.2.4 Applicable law, place of jurisdiction and language

9.2.4.1 The law of the domicile of WellNet IQ shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of the state in which the Distributor has his permanent residence shall remain unaffected.

9.2.4.2 If the sales partner is a merchant or a legal entity under public law or does not have a general place of jurisdiction in Germany or moves his place of residence abroad after conclusion of the contract or if his place of jurisdiction is not known at the time the action is brought, the place of jurisdiction shall be the registered office of WellNetIQ.

9.2.4.3 If these General Terms and Conditions of Contract are translated into another language and if there are contradictions between the English and the translated version of the General Terms and Conditions of Contract, the English version shall prevail.

9.2.5 Limitation of claims.

All claims arising from this contractual relationship shall become statute-barred for both parties within 12 months to the extent permitted by law. The limitation period shall commence when the claim becomes due or when the claim arises or becomes recognisable. Statutory regulations that mandatorily provide for a longer limitation period shall remain unaffected.

SECTION 10 - DEFINITIONS

10.1 Commissions

Money earned by a business partner based on the commissionable volume of products sold or purchased by a business partner and/or its downline.

10.2 Point volume (PV)

The point value assigned to products sold for the purpose of calculating commissions under the Compensation Plan.

WellNetIQ may, at any time and solely at its discretion, assign new measures of value to define the commissionable value of its entire offering. Any such change may take effect within thirty (30) days of notification through WellNetIQ's communication channels and documentation.

10.3 Customer

End users of the product, including retail, preferred and wholesale customers.

10.4 Business partner

An independent contractor whose Ambassador application was accepted by WellNetIQ.

10.5 Business partnership

The collective rights and obligations arising from the agreement. It is sometimes also referred to as the "account" of the business partner.

10.6 Sales Compensation Plan / Compensation Plan

The method by which a Business Partner can generate commissions and be compensated for retail sales and sales volume within his or her downline. The sales compensation plan is described in WellNetIQ's literature.

10.7 Official WellNetIQ documentation.

Brochures and printed materials, audio or video recordings, websites and other materials developed, printed, published and distributed to business partners by WellNetIQ.

10.8 Personal Volume (PPV).

Product PV generated by a business partner through personal product purchases, which include but are not limited to the purchase of products for personal use and the sale of products to customers from the business partner's personal inventory.

10.9 Placement

The position of a business partner in the network in the downline of its sponsor.

10.9.1 Catchment

14 days or until the last day of the month in which a place must be allocated for a newly sponsored Business Partner.