Au policies and procedures 09-06-11
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  • 1. MONAVIEGLOBAL STATEMENT OFPOLICIES AND PROCEDURESEFFECTIVE 1 SEPTEMBER 2011AUSTRALIA
  • 2. TABLE OF CONTENTSINTRODUCTION ������������������������������������������������������������������������������������������������������������������������������������ 4SECTION 1� BECOMING AN INDEPENDENT DISTRIBUTOR ������������������������������������������������������������������������� 41�1� Requirements to Become a Distributor1�2� Application and Acceptance1�3� Territory1�4� Distributor Benefits1�5� No Product Purchase Required1�6� Beneficial Interest1�7� Succession and Incapacity1�8� Effects of Divorce and Legal Entity Dissolution1�9� Changes Involving A Spouse and/or A Closely Held Company1�10� Change in Form of Legal Entity1�11� Change in Existing Beneficial Interest Holders of a Legal Entity1�12� Limitations1�13� Sale, Transfer, or Assignment of a MonaVie Business1�14� Right of First Refusal (RFR)1�15� Changes to the AgreementSECTION 2� OPERATING YOUR INDEPENDENT DISTRIBUTORSHIP ���������������������������������������������������������������� 72�1� Disparagement2�2� Line Switching, Cross Sponsoring, and Enticement2�3� Identification2�4 Insurance2�5 Reporting Policy Violations2�6 Correct InformationSECTION 3� INTRODUCING OTHERS ������������������������������������������������������������������������������������������������������� 83�1 Suggested Upline Activities3�2 Sponsor/Placement Change3�3 Re-ApplicationSECTION 4� PROMOTING THE PRODUCTS AND OPPORTUNITY ������������������������������������������������������������������ 84�1 Claims, Sales, and Promotional Activity4�2 Limitations on Offering4�3 Black Diamond–Produced Sales Tools4�4 Internet Advertising4�5 Other Sales Media4�6 Retail Establishments4�7 Trade Shows, Expositions, and Other Sales Forums4�8 Generic Business Advertisements4�9 Email and Fax Communication4�10 Phone Use4�11 Correspondence4�12 Media and Media Inquiries4�13 International Marketing
  • 3. SECTION 5� RETAIL SALES ���������������������������������������������������������������������������������������������������������������������� 125�1 Selling to End Consumers5�2 Participation in the Compensation Plan5�3 Sales ReceiptsSECTION 6� ORDERING ����������������������������������������������������������������������������������������������������������������������� 136�1 Return of Product and Sales Aids6�2 Product Abandonment6�3 Pickup Centre Orders6�4 Returned Cheques6�5 Restrictions on Third Party Use of Credit Cards6�6 Transaction Taxes6�7 AutoShipSECTION 7� BONUSES������������������������������������������������������������������������������������������������������������������������ 137�1 Bonus Qualifications7�2 No Earning Guarantee7�3 Payment7�4 Errors or Questions7�5 Processing and Other FeesSECTION 8� DEFINITIONS��������������������������������������������������������������������������������������������������������������������� 13ADDENDUM A ������������������������������������������������������������������������������������������������������������������������������������ 14A�1 Opportunity ClaimsA�2 Income Disclosure StatementA�3 Governmental Approval or EndorsementA�4 TaxesA�5 TelemarketingA�6 WebsitesADDENDUM B ������������������������������������������������������������������������������������������������������������������������������������ 17B�1 Return of Product upon TerminationB�2 Return of Distributor Kit upon TerminationB�3 No Refund for Sales ToolsB�4 Return of Product—No TerminationB�5 Refused ProductsB�6 Refund ProceduresB�7 Cancelation Notice
  • 4. INTRODUCTION tifying Distributorship number�MonaVie is a direct selling company that markets its Prod- 1�2�1� We reserve the right to reject any Distributoructs through independent Distributors� It is important to un- Application� We will not accept inaccurate or falsederstand that your success and the success of your fellow information� Incomplete, inaccurate, or unlawful Dis-Distributors depend on the integrity of the men and women tributor Applications are voidable by us�who market MonaVie’s Products and services� The Agree- 1�2�2� You are responsible for informing us of anyment (as defined below) is made to clearly define the re- changes affecting the accuracy of your Distributor Ap-lationship between you and us� MonaVie is sometimes plication and any subsequent information regardingreferred to as “we,” “us,” and “our,” and the Distributor the account information of your Distributorship�signing the Agreement is sometimes referred to as “you” 1�2�3� A virtual Distributor Kit is available to you asand “your�” part of your enrolment� Where required by law, aThese Policies and Procedures and the attached addenda hard copy is available�(which are incorporated herein by this reference), (some- 1�3� Territory� Acceptance of your Distributor Applicationtimes hereinafter referred to as the “Policies” or the “P&Ps”), authorises you to resell Products and operate your Distribu-as currently stated and may be amended from time to time torship in the country for which it is specified� If you desireupon mutual agreement of the parties as described herein to resell Products in another country that we have officially(Section 1�15)� The addenda may be country-specific and opened, you must provide proof of residence in that coun-may modify the terms herein� You have the responsibility to try and submit a change of country request to the Distribu-read, understand, and adhere to the most current version tor Compliance Department� We may charge you a feeof these Policies and Procedures� When recommending a for this change� If you desire to recommend applicants innew Distributor, you must ensure that he or she is provided a country we have officially opened, but you do not residewith the opportunity to (1) review and understand the terms there, please see section 4�13� We do not grant exclusiveand conditions of the Agreement and (2) read and un- territories to any Distributor�derstand the Policies and the Compensation Plan prior tosigning the Distributor Application� 1�4� Distributor Benefits� Once your Distributor Application has been accepted by us, the benefits of the DistributorSECTION 1� BECOMING AN INDEPENDENT Agreement will be available to you as long as your Dis-DISTRIBUTOR tributorship is in Good Standing, as defined later herein� These benefits include the right to:1�1� Requirements to Become a Distributor� To become aMonaVie Distributor, you must: 1�4�1� Sell MonaVie Products in accordance with the Policies and Procedures; 1�1�1� If you are an individual, be 18 years old; 1�4�2� Participate in the Compensation Plan (receive 1�1�2� If you are a legal entity, be properly registered Bonuses, if eligible); in your governing jurisdiction; 1�4�3� Recommend other persons to the MonaVie op- 1�1�3� Reside in an Opened Country; portunity; 1�1�4� Provide, where allowed by law, evidence of 1�4�4� Receive periodic MonaVie literature and other identity in the form and manner as MonaVie may re- MonaVie communications; quire; 1�4�5� Participate in MonaVie-sponsored support, ser- 1�1�5� Submit a true, accurate and properly complet- vice, training, motivational, and recognition functions ed Distributor Application to MonaVie; and (upon payment of appropriate charges, if applicable 1�1�6� Purchase a Distributor Kit, unless local law re- and legally permissible); and quires the purchase to be optional, in which case, it 1�4�6� Participate in promotional and incentive con- is not required� tests and programmes sponsored by MonaVie�1�2� Application and Acceptance� By signing the Distribu- 1�5� No Product Purchase Required� No person is re-tor Application and submitting it to us, you are applying quired to purchase our Products or Sales Tools to becometo become an independent Distributor of MonaVie� Your a Distributor�application is accepted when we enter your applicationdata into our database and if you are otherwise in compli- 1�6� Beneficial Interest�ance with the Distributor Application� Upon acceptance, 1�6�1� If you marry another Distributor, the two of youwe will establish in the Personal Enrolment Tree and the may maintain your Distributorships separate and inde-Placement Tree a Distributorship, and issue to you an iden- pendent�4 MONAVIE DISTRIBUTOR POLICIES & PROCEDURES
  • 5. 1�6�2� If you are a Distributor and receive the rights downline organisation� Bonuses shall always be to another’s Distributorship upon death, we will waive issued to the same individual or entity� the Beneficial Interest policy, subject to the succession 1�8�1�4� If a former spouse has completely relin- rules herein� quished all rights in the Distributorship pursuant to 1�6�3� If a Distributor in your downline desires to be- a divorce, he or she is thereafter free to enrol un- come a Preferred Customer, he or she must terminate der any recommending distributor without waiting the Distributorship and wait three months before you six (6) calendar months (see section 3�3)� In the can enrol him or her as your Preferred Customer� case of a business entity dissolution, those holding1�7� Succession and Incapacity� If you bequeath your a Beneficial Interest in the legal entity must wait sixrights in your Distributorship upon death, and such rights (6) calendar months from the date of the final dis-are given by a competent court upon your death, we will solution before re-enrolling as a Distributor� In eitherrecognise the transfer to the successor if the successor pro- case, however, the former spouse or business affil-vides proof that is acceptable to us and completes and de- iate shall have no rights to any Distributors in his orlivers an amended Distributor Application with such infor- her former organisation or to any former Customermation as is necessary for us and the successor to carry on and must develop the new business in the samebusiness� Otherwise, we will terminate your Agreement� If manner as would any other new Distributor�you are incapable of operating your Distributorship due to 1�9� Changes Involving a Spouse and/or a Closely Heldincapacity, we will recognise your authorised agent to op- Company�erate the Distributorship during your incapacity� To do so, 1�9�1� The First Right of Refusal rules in section 1�14your authorised agent must provide proof of your incapac- shall not apply if a Distributor desires to add or removeity and proof of his authority that is authentic and which a spouse from the Distributorship� [Examples: (1) Mrs�we can verify to be lawful� X is a Distributor� She may add her husband, Mr� X,1�8� Effects of Divorce and Legal Entity Dissolution� We to the Distributorship� She may not add an adult child,will not allow a Distributorship to be partitioned or in any parent, or other relative, or an unrelated business part-way divided in the event of divorce or company disso- ner� (2) Mrs� Y and Mr� Y are joint applicants on a Dis-lution and will follow these guidelines when considering tributorship� They divorce and by agreement, or courtsuch matters� order, Mrs� Y retains all the rights to the Distributorship 1�8�1� During the divorce or entity dissolution process, and Mr� Y releases, or is ordered to release, all such the parties must adopt one of the following methods rights�] of operation: 1�9�2� A Distributor who is an individual desires to 1�8�1�1� One of the parties may, with consent of transfer his or her interest (and the spouse’s interest, if the other(s), operate the MonaVie business pursu- applicable) to a legal entity that is 100% held by one ant to an assignment in writing whereby the relin- or both spouses� (Example: XYZ, Inc� is 100% owned quishing spouse, shareholders, partners, or trust- by Mr� A� The Distributorship is in the name of XYZ, ees authorise us to deal directly and solely with Inc� XYZ, Inc� may transfer its interest to Mr� A (and to the other spouse or non-relinquishing shareholder, Mrs� A if Mr� A agrees�) partner, or trustee� 1�9�3� A Distributor that is a legal entity and 100% 1�8�1�2� The parties may continue to operate owned by an individual and/or his spouse desires to the Distributorship on a “business-as-usual” basis, transfer its interest to the individual and/or the spouse� whereupon all compensation paid by us will be (Example: Mr� A is the sole name on a Distributorship� paid according to the status quo as it existed prior He may transfer his rights to XYZ, Inc� if he is the sole to the divorce or dissolution proceedings� This is shareholder (or he and his wife, Mrs� A, are the sole the default procedure if the parties do not agree shareholders) of XYZ, Inc�) on the format set forth above� 1�9�4� To accomplish a transfer, the Distributor must 1�8�1�3� We will not remove a party to a submit an amended Distributor Application and, Distributorship from the Distributor account without 1�9�4�1� if adding a spouse, a copy of their mar- that party’s written permission and signature� Under riage certificate; no circumstances will the downline organisation of 1�9�4�2� if removing a spouse, a notarised copy divorcing spouses or a dissolving business entity of the signatures of both spouses authorising the be divided� Under no circumstances will we di- removal; vide Bonuses between divorcing spouses or mem- bers of dissolving entities� We recognise only one 1�9�4�3� if transferring to a legal entity, a certifi- ©2011 MONAVIE INC 5
  • 6. cate of good standing from the state of organisa- 1�13�3� The selling Distributor may not reapply to be- tion and a copy of MonaVie’s charter documents come a Distributor under another Sponsor for a period showing all the interest holders and management; of not less than six (6) months after the sale occurs� and 1�13�4� The sale is subject to the Right of First Refusal 1�9�4�4� if transferring from a legal entity to the rules in section 1�14� individual and/or individual and spouse, an au- 1�13�5� MonaVie must first give express written ap- thorising statement signed by an officer or director proval of the sale, which MonaVie may grant or with- of the legal entity and signed by the individual hold in its sole discretion� (and spouse, if applicable)� 1�14� Right of First Refusal (RFR)� All offers for the sale of1�10� Change in Form of Legal Entity� A Distributor that a Distributorship are subject to the rights of first refusal asis a legal entity and desires to change to another type of described herein�legal entity may do so as long as the Beneficial Interests inthe legal entity do not change� All Beneficial Interest hold- 1�14�1� Procedures� If a Distributor receives a Gooders of the former legal entity must confirm with a notarised Faith Offer (as hereinafter defined) to purchase his oror other form of authenticated signature that they agree to her interest in a Distributorship, the Distributor shall firstthe change� Also, an amended Distributor Agreement must offer to sell such interest to MonaVie on the same termsbe submitted by the new legal entity with a notarised reso- and conditions contained in the Good Faith Offer� Thelution of the new legal entity that it assumes the Agreement Distributor shall deliver the Good Faith Offer in writingand all existing liabilities it may have with us� Members to MonaVie, and MonaVie shall have fifteen (15) busi-of the former entity are jointly and severally liable for any ness days in which to accept the offer� A “Good Faithindebtedness or other obligation to MonaVie� Offer” is an arm’s length written offer to purchase the Distributorship rights and obligations by a Person that1�11� Change in Existing Beneficial Interest Holders of is not a Distributor, which MonaVie, in its sole discre-a Legal Entity� Changes in the Beneficial Interest holders tion, determines to be a legitimate offer� Evidence ofof a legal entity, whether by addition or replacement (but a legitimate offer may include, but is not limited to,not removal or resignation) of a shareholder, director, of- cash or securities deposited into an escrow account,ficer, manager or member, are deemed to be a transfer of evidence of a loan commitment, and other substantialinterest and are therefore subject to the right of first refusal steps taken for the sole purpose of purchasing suchprocedures in section 1�14� Distributorship rights and obligations�1�12� Limitations� Changes within the scope of theses sec- 1�14�1�1� If MonaVie fails to exercise its RFR with-tions 1�12, 1�13, and 1�14 do not include a change of in the fifteen (15) day time period, the Distributorsponsorship, which is addressed in section 3�2 below� shall extend the same offer to his or her SponsorHowever, if such changes involve a change in the benefi- who is not in violation of the Contract and whocial interest of a Distributorship, the change is subject to within the previous month qualified for earnings un-the right of first refusal rules in subsection 1�14� der the Compensation Plan� The offer shall be on1�13� Sale, Transfer, or Assignment of a MonaVie Busi- the same terms and conditions as those containedness� MonaVie discourages the sale of Distributorships, in the Good Faith Offer� MonaVie shall convey thethe transfer of partial interests in Distributorships, and the Good Faith Offer by providing written notice ofpractice of partnering as a subterfuge for transferring inter- the same to the Sponsor� The Sponsor shall haveest� If a Distributor wishes to sell, transfer, or assign (here- ten (10) business days in which to accept or rejectinafter in this section “sell” if used as a verb and “sale” such offer� If the Sponsor qualifies and acceptsif used as a noun) his or her whole or partial interest in the offer, he or she must provide written noticea MonaVie Distributorship, the following criteria must be to MonaVie upon acceptance, resign his or hermet: existing Distributorship (contingent on completing 1�13�1� The Distributorship being sold must be paid the sale), and submit an amended application for at the rank of Diamond Executive at the time the re- the Distributorship� quest for sale is made� 1�14�1�2� If the Sponsor rejects or fails to accept 1�13�2� Except as allowed for Sponsors in section the offer, the same procedures and requirements 1�14�1, the buying Distributor may not currently have shall be applied to the next upline Sponsor� a Beneficial Interest in a Distributorship or have had 1�14�1�3� If that Sponsor rejects or fails to ex- a Beneficial Interest in a Distributorship within the pre- ercise his or her RFR within the time allotted, the ceding six (6) months; Distributor may complete the sale of his or her rights6 MONAVIE DISTRIBUTOR POLICIES & PROCEDURES
  • 7. in the Distributorship to the third party according Products, or to entice another Distributor to become part of to the same terms and conditions contained in the your marketing organisation, or to enrol in MonaVie� You Good Faith Offer, provided, however, that the should not use financial enticements or other incentives to Distributor complies with all other transferring pro- persuade a Distributor to change his or her line of sponsor- cedures contained in this section and as may be ship or business building system� established from time to time by MonaVie� 2�2� Line Switching, Cross Sponsoring, and Enticement� 1�14�1�4� This section shall apply to each new Maintaining the integrity of the line of sponsorship in a Good Faith Offer received by the Distributor� This Distributorship organisation is fundamental to network mar- section shall not apply to changes as described in keting� Accordingly, you should not engage in Line Switch- sections 1�7, 1�8, and 1�9� ing, Cross-Sponsoring, and Enticement� “Line Switching” 1�14�2� Line of Sponsorship� No changes in line of means applying for and becoming a Distributor (a) when sponsorship can result from the sale or transfer of a already a Distributor, (b) when holding a Beneficial Interest MonaVie business� in another Distributorship; and/or (c) when less than six (6) months have passed since having been a Distributor 1�14�3� Compliance Department Approval� Upon or having held a Beneficial Interest in another Distributor- complete execution of the purchase and sale agree- ship� “Cross Sponsoring” means the enrolment of another ment and the new Distributor Agreement, the parties Distributor (including a Distributor whose Agreement was must submit copies of the same to MonaVie’s Com- terminated within the preceding six months or has Spon- pliance department for review and approval� Mona- sored or purchased Product in the preceding six months) to Vie may request additional documentation that may a different line of sponsorship� “Enticement” means solicit- be necessary to analyze the transaction between the ing, encouraging, offering benefits, or in any way aiding buyer and seller� MonaVie’s Compliance department another Distributor to Line Switch and/or Cross-Sponsor� will, in its sole and absolute discretion, approve or deny the sale, transfer or assignment within three (3) 2�2�1� You should not use a spouse’s or relative’s days after its receipt of all necessary documents from name, trade names, assumed or fictitious names, legal the parties� entities, false government issued identification num- bers, or fictitious ID numbers to circumvent this policy� 1�14�4� Voidable Sales; Assumption of Obligations; Waiting Period� If the seller sells, transfers, or assigns, 2�2�2� Because Line Switching, Cross-Sponsoring, or attempts to sell, transfer, or assign his or her Distribu- and Enticement can be so detrimental to us and to torship upon terms different than those set forth in the the Distributors involved, you should notify us as soon offer to MonaVie, such transfer shall be voidable at as is reasonably possible if you know of or have rea- MonaVie’s option� Further, if the parties fail to obtain sonable grounds to suspect another Distributor has MonaVie’s approval for the transaction MonaVie may breached these covenants� refuse to recognise the transfer� The purchaser of the 2�3� Identification� Upon enrolling, or at our discretion, existing Distributorship will assume the obligations and you should, if permitted by law, provide us your govern- position of the selling Distributor� A Distributor who ment-issued ID number and/or a copy thereof� Upon en- sells his or her Distributorship shall not be eligible to re- rolment, we will provide you a unique Distributor identifi- apply as a MonaVie Distributor for a period of at least cation number� We will use this number to track all your six (6) full calendar months after the sale� business with us�1�15� Changes to the Agreement� Notification of amend- 2�4� Insurance� MonaVie does not extend coverage underments shall be published in one or more of the following: any of its policies to Distributors� If you use your personal(1) posting on MonaVie’s official website, (2) electronic property (e�g�, car or computer) or your home for businessmail (email), (3) fax-on-demand, (4) voice mail system use, such property may not be covered for loss or damagebroadcast, (5) inclusion in MonaVie periodicals, (6) inclu- and you release us from any claims arising from or relatedsion in Product orders, or (7) special mailings� to the operation of your Distributorship�SECTION 2 OPERATING YOUR INDEPENDENT 2�5� Reporting Policy Violations� To assist us in maintainingDISTRIBUTORSHIP a level playing field for all Distributors and to maintain the integrity and longevity of MonaVie, you agree to report2�1� Disparagement� You should not demean, discredit, violations of the Policies and Procedures immediately todefame, or make misleading comparisons with other com- our Compliance department, complete with all supportingpanies, competitors of MonaVie, Distributor organisations evidence and pertinent information� Our Compliance de-or systems, or Distributors in an attempt to promote our partment can at times more effectively enforce the Policies ©2011 MONAVIE INC 7
  • 8. and Procedures when disclosing the source of the allega- purchases of MonaVie Products, no sales of MonaVietions; however, the Compliance department will honor all Products, no Sponsoring, no attendance at any MonaVierequests for confidentiality� functions, no participation in any other form of Distribu-2�6� Correct Information� We may periodically request tor activity, nor operation of any other MonaVie business)that you update your account information, which should for six (6) full consecutive calendar months� Following thedo in a reasonable amount of time� six (6) month period of inactivity or termination, you may reapply under a new Sponsor� If your Agreement was ter-SECTION 3 INTRODUCING OTHERS minated by us for breach, you must wait eighteen (18) months to reapply�3�1 Suggested Upline Activities� 3�1�1 Disclosure� You should provide the most cur- SECTION 4 PROMOTING THE PRODUCTS AND rent version of the Policies and Procedures, the Income OPPORTUNITY Disclosure Statement, and Compensation Plan to po- Because many aspects of the MonaVie opportunity and tential applicants you are recommending before the the Products are regulated, compliance with advertising applicant signs a Distributor Agreement� Copies of the law is important for the longevity of your business and Policies and Procedures, the Income Disclosure State- ours� We make every effort to comply with advertising ment, and the Compensation Plan can be download- law and expect the same from you� This section describes ed from your Virtual Office website� Product and opportunity claims that you may make to be 3�1�2 Assistance� You may assist an applicant in the consistent with advertising law� It also explains the types online enrolment process; however, the applicant must and methods of advertising you may use in building your agree to the terms and conditions of the Agreement by MonaVie business� clicking to submit the application� 4�1 Claims, Sales and Promotional Activity� 3�1�3 Purchase� If recommending an applicant, you 4�1�1 Product Claims� You may make claims about may purchase the Distributor Kit and pay the fee only if the Products that are in the Official MonaVie Materi- authorised by the applicant� For Product purchases for als of the country for which it is approved� You shall an applicant, please see restrictions in the Agreement� not make claims about the Product that are not in the3�2 Sponsor/Placement Change� We highly discourage Official MonaVie Materials�Sponsor or Placement changes� However, we recognise 4�1�2 Opportunity Claims� See Addendum A�such changes are occasionally beneficial� Accordingly,we permit the following exceptions: 4�2 Limitations on Offering� You should not offer the Mo- naVie opportunity through, or in combination with any 3�2�1 Change of Sponsor� To change your Sponsor, other compensation plan or placement programme, other you must submit a Sponsor Change Request to our than as specifically set forth in Official MonaVie Materi- Compliance department within seven (7) calendar als or approved Black Diamond Sales Tools� Further, you days from the date of enrolment� The form requires should not require or encourage other current or prospec- your signature and the signature of your current Spon- tive Distributors to participate in MonaVie in any manner sor� We may require authentication of the signatures� that varies from the programme as set forth in Official Mo- 3�2�2 Change of Placement� As a Sponsor, you may naVie Materials� Regardless of your rank, you should not request to change the Placement of a Distributor you require or encourage other current or prospective Distribu- recently Sponsored by submitting to our Compliance tors to execute any agreement, contract, or membership, department a Change of Placement form within seven other than those offered by MonaVie, in order to become (7) calendar days of enrolment� The recently enrolled a MonaVie Distributor� Similarly, you should not require Distributor’s Placement may be moved only inside your or encourage other current or prospective Distributors to organisation and will be Placed in the first available make any purchase from, or payment to, any individual or open bottom position on the date that the change is other entity to participate in the MonaVie Compensation made� We will not change the Placement if your Dis- Plan other than those purchases or payments identified as tributor has earned Bonuses or achieved rank� recommended or required in the Official MonaVie Ma- 3�2�3 We reserve the discretion to approve or deny a terials and only insofar as they are permissible under the request for a change of Sponsor or Placement, which applicable laws� approval may not be unreasonably withheld� 4�3 Black Diamond–Produced Sales Tools� Only Distribu-3�3 Re-application� If you are not in breach of the Agree- tors who have achieved the rank of Black Diamond orment, you may change your Sponsor by voluntarily ter- higher may create and sell their own Sales Tools once theyminating your Agreement or remaining inactive (i�e�, no have entered into a specific license agreement with us� As8 MONAVIE DISTRIBUTOR POLICIES & PROCEDURES
  • 9. a Distributor, you may use Sales Tools from a Black Dia- Internet webpage to promote your MonaVie business,mond if it bears MonaVie’s approval seal or is otherwise you may do so through MonaVie’s official website,authorised by us� A Black Diamond who produces and/ or if available, through MonaVie-approved replicat-or markets Sales Tools must: ing websites� Alternatively, and if available, you may 4�3�1 Utilise only materials that have been approved purchase rights to use a replicating website from an by us; approved list of Sales Tool websites from a Black Dia- mond� You may use your own website to promote Mo- 4�3�2 Refrain from making the purchase of such Sales naVie only if permitted in Addendum A, and subject to Tools a requirement of his or her downline; section 4�3� The content must be approved in writing 4�3�3 Provide Sales Tools at a reasonable and fair by our Regulatory department prior to going live� All price, equivalent to similar material available gener- changes must also be approved in advance� ally in the marketplace; and 4�4�2 Online Auctions Prohibited; Blogs, Chat Rooms, 4�3�4 Offer a written return policy on his or her Sales Social Networks, and other Online Forums Permitted� Tools that is consistent with MonaVie’s return policy for Except as otherwise indicated herein, you should not its Sales Tools, as set forth in Addendum B� use any other website, including but not limited to, 4�3�5 Approval Process� If you qualify to produce online blogs, chat rooms, social networks, online auc- Sales Tools, you must submit each Sales Tool to the tion sites, video websites, or any other online forum to Regulatory department and comply with its Sales Tools market, sell, advertise, promote, or discuss MonaVie’s policy� You may request a copy of the policy from le- Products or services, or the MonaVie opportunity� You gal@monavie�com� The policy is incorporated herein agree that this provision is material to the Agreement and made part of this document� We may charge and if you breach it by advertising our Products or a fee for reviewing the Sales Tools� We reserve the services through an on-line auction, you agree that we right to rescind approval for any Sales Tool that is non- may terminate the Agreement with you without notice� compliant or potentially detrimental to the business of Notwithstanding the foregoing, MonaVie and you agree to waive all claims for dam- 4�4�2�1 You should absolutely refrain from selling ages arising from or relating to such rescission� Products on an internet auction site� You agree that 4�3�6 Limitations on Subject Matter� You may not pro- this provision is material to the Agreement and if duce for sale or distribution any recorded MonaVie you breach it you agree that we may terminate the events and speeches without our written permission� Agreement without notice� You also may also not reproduce for sale or for per- 4�4�2�2 Upon completion of a Compliance sonal use any recording of MonaVie-produced audio Training course, you may post text and videos on or video presentations� or in blogs, chat rooms, social networking sites, 4�3�6�1 Copyrighted Materials� All of our literature, video websites, to market, sell, advertise, pro- audiotapes, videotapes, Internet website material, mote, or discuss MonaVie’s Products or services, and programmes are copyrighted by us and may be or the MonaVie opportunity, subject to the follow- duplicated only by obtaining our prior written consent� ing: • All text postings must include your name and 4�3�6�2 Proprietary Names� You may not use our em- ID number; ployee names or our trademarks, names, logos, trade dress or trade names, or any distinctive phrases used • All video must include a clear image of your by us to promote your business prior to receiving our name and ID number; written permission� If such permission is granted, then • All claims comply with section 4.1 above; as we change or abandon any of our trademarks or additionally you must disclose that you are a trade names, you agree to also change or abandon compensated independent distributor of our such trademarks or trade names� To protect our pro- Products� prietary rights, you may not obtain, through filing for • The videos must be approved in advance by a patent, trademark, Internet domain name, or copy- our Compliance department; right, any right, title, or interest in or to our names, trademarks, logos, or trade names and those of our • You must use the MonaVie Independent Dis- Products� tributor logo/image in conjunction with your posting�4�4 Internet Advertising� • If your posting contains images or references to 4�4�1 Distributor Websites� If you desire to utilise an a celebrity or copyrighted material, you must ©2011 MONAVIE INC 9
  • 10. have express written consent from the owner ership interest in the establishments, ii) you sell such of the image or copyrighted material and pro- products through no more than three (3) establishments vide such consent to MonaVie upon request� and the establishments are not a regional or national • All postings must contain business opportunity chain; and iii) you do not sell containers for carry-out� content only� Product names may be men- 4�7 Trade Shows, Expositions, and Other Sales Forums� tioned, but no testimonials or further discussion MonaVie provides a Trade Show Request Form in the Dis- of the Products is allowed� The posting may tributor’s Virtual Office, or upon request through Distribu- refer the viewer to a website authorised to pro- tor Support� Distributors may display and/or sell ONLY mote the Products (e�g�, our MonaVie website MonaVie Products at trade shows and professional ex- or your authorised replicating website)� positions, with prior written approval from Compliance� Requests are approved on a first-submitted, first-served 4�4�3 Names and Email Addresses� You may not use basis, and a maximum of one representation per event or attempt to register or sell any of MonaVie’s trade is allowed� Only one event per Distributor at a time is names, trademarks, service names, service marks, permitted� At the completion of each event, an additional Product names, or any derivative thereof, for any inter- request may be made� MonaVie further reserves the right net domain name or email address� to refuse authorisation to participate at any function which4�5 Other Sales Media� MonaVie Products may not be it does not deem a suitable forum for the promotion of thesold or promoted through catalogs or other mass sales Products or opportunity� Approval will not be given formediums, such as magazines, infomercials, television, ra- swap meets, garage sales, flea markets, or farmer’s mar-dio, or other related sales media, unless approved by us� kets as these events are not conducive to the professionalYou may advertise with a vehicle wrap, using only images image MonaVie wishes to portray�approved by us� To begin this process, please contact 4�8 Generic Business Advertisements� If you advertise incompliance at compliance@monavie�com� We will not a newspaper or other advertising mediums, the followingrelease the approved images to you, but to your graphics guidelines apply:designer� Once the design has been completed and priorto wrapping the vehicle, a picture of the vehicle and the 4�8�1 No advertisement may imply that a job, posi-end design must be submitted for a final approval� tion, salary, or any type of employment is allowed when seeking potential applicants to recommend�4�6 Retail Establishments� You may not sell or promoteProducts through retail establishments except as stated 4�8�2 No advertisement may promote, represent,herein� A retail establishment is any fixed location where or imply salaried positions, management positions,the primary business is to sell products to the public� hourly wages, full or part-time employment, or guar- anteed incomes� The MonaVie opportunity is not em- 4�6�1 You may sell Products and Sales Tools through ployment, and may not be presented as such� Terms service establishments� These service establishments such as “manager trainee,” “management positions must require a membership and/or appointment, and available,” “travel provided,” “call for interview,” “po- the services performed must be health and wellness sitions available,” “now hiring,” and other misleading related� Advertising in a service establishment is lim- statements are not allowed� ited to Official MonaVie Materials, which may be displayed only in the private membership and/or ap- 4�8�3 No specific income can be promised or im- pointment area of the establishment� They may not be plied, and any references to compensation must use displayed in waiting rooms and similar, public areas, the word “Bonuses” to indicate the independent con- etc� No Sales Tools may be visible from the outside of tractor status of Distributors� the establishment� 4�8�4 Advertisements may not contain references to 4�6�2 You may sell bottle products through restaurants MonaVie or our Products (i�e�, no product or açai and bars as long as the establishments i) sell the Prod- mention, no use of MonaVie logo or bottle design, no uct as a mixer or shot; ii) do not sell containers for health claims)� carry-out; iii) advertise with approved sales tools on 4�8�5 You may not use any of MonaVie’s trademarks the exterior or interior of their public area; and iv) refer- or trade names in any advertising� ence the menu listing of shots and mixers by the name 4�9 Email and Fax Communication� MonaVie does not of the Product only (MonaVie Active™ - with no health permit Distributors to send unsolicited emails unless such claims or ingredient listings)� If available from us, you emails strictly comply with applicable laws� Please see may sell MonaVie EMV™ and other similar Products Addendum A for country-specific rules� through restaurants and bars if i) you have an own- 4�9�1 Requirements� Any email sent by you that promotes10 MONAVIE DISTRIBUTOR POLICIES & PROCEDURES
  • 11. MonaVie, the MonaVie opportunity, or the Products, must or statements to the media� This policy is designed to en-comply with the following: sure that accurate and consistent information is provided to the public and to maintain the desired public image� 4�9�1�1 There must be a functioning return email ad- dress to the sender� 4�13 International Marketing� 4�9�1�2 There must be a notice in the email that advis- 4�13�1 Business Models� We operate under one of es the recipient that he or she may reply to the email, two models in those countries in which we have cho- via the functioning return email address, to request sen to do business: that future email solicitations or correspondence not 4�13�1�1 On the Ground (OTG)� This is a fully be sent to him or her (a functioning “opt-out” notice)� operational business model� Products are properly 4�9�1�3 The email must include your physical mailing labelled and legalised for resale in the country� address� Product is purchased in local currency and Bonuses may be paid in local currency� Marketing material 4�9�1�4 The email must clearly and conspicuously dis- specific to the country is available for Distributors close that the message is an advertisement or solicita- residing in that country� tion� 4�13�1�2 Not for Resale (NFR)� This is a model 4�9�1�5 The use of deceptive subject lines and/or of limited activity� Residents of an NFR market may false header information is prohibited� enrol to purchase Product for personal consump- 4�9�1�6 All opt-out requests, whether received by tion only� They may not sell, distribute, or gift the email or regular mail, must be honored within two (2) Product in any way to persons outside their house- business days� hold� They purchase Product from our U�S� or des- 4�9�2 Consent to Receive Emails� We may periodical- ignated office and may receive Bonuses in U�S� ly send commercial emails on behalf of Distributors� By currency where allowable by law� entering into the Agreement, you agree that we may 4�13�2 Qualifications� To recommend applicants out- send such emails and that the Distributor’s physical side your home country of enrolment, your Distribu- and email addresses will be included in such emails torship must be in good standing; you must request, as outlined above� You should honor opt-out requests read, and comply with the Policies and Procedures generated as a result of such emails sent by MonaVie� and such other guides as we may have available for 4�9�3 No Unsolicited Fax and Phone Advertising� the Opened Country; and we may require you to pay Except as provided in this section, you may not use an international Sponsoring fee for each OTG and or transmit unsolicited faxes or use an automatic tele- NFR country in which you wish to recommend others� phone dialing system relative to the operation of your 4�13�3 Sponsoring in an Opened Country� Your MonaVie business� compliance with this section protects us, you, and our4�10 Phone Use� You may not answer the telephone by collective ability to conduct business in selected coun-saying “MonaVie,” “MonaVie Incorporated,” or by any tries� Violation of these policies may result in govern-other manner that would lead the caller to believe that he mental regulatory action, which may include severeor she had reached MonaVie’s corporate offices� fines, confiscation of property, closure of business op- erations, or even imprisonment� Accordingly:4�11 Correspondence� You may only represent that youare a MonaVie Distributor� All correspondence and ap- 4�13�3�1 You should not engage in blind pros-proved business cards relating to or in connection with pecting without our prior written approval� Manyyour MonaVie business should contain your name fol- countries have strict privacy laws that forbid blindlowed by the term “Independent Distributor�” solicitations� Also, many local laws forbid advertis- ing for leads�4�12 Media and Media Inquiries� You must not initiateany interaction with the media or attempt to respond to 4�13�3�2 You should not advertise for leads with-media inquiries regarding MonaVie, its Products or ser- out the prior written consent of our designated of-vices, or your independent MonaVie business� All inquiries ficer or employee�by any type of media must be immediately referred to Mo- 4�13�3�3 You should not import any Product intonaVie’s Communications department at media@monavie� a market for which that Product is not officiallycom, or by calling +1 (801) 748-3153� Additionally, you approved� Products are labelled and sometimesmay not draft, publish, post on the internet, or otherwise formulated for specific countries�dispense verbal or written MonaVie-related press releases 4�13�3�4 You should not distribute our Sales Tools ©2011 MONAVIE INC 11
  • 12. or any Black Diamond Sales Tools not approved market� for the country in which it is intended� Promotional 4�13�6 Monthly Processing Fee� A monthly processing statements from one country’s literature may not be fee may be charged for each country in which you appropriate or legal in another country� conduct your MonaVie business if legally permissible 4�13�3�5 You do not have the right to sell Products 4�13�7 Earnings� There may be specific withholding in an Opened Country that is not your home coun- requirements in your home country; when required, we try of enrolment� That right is reserved to Distributors will deduct such withholdings from your earnings and residing and enrolled in the Opened Country (if remit them to the appropriate government agency� OTG)� To avoid adverse tax consequences and restitution requirements, you should refer Product SECTION 5 RETAIL SALES sales to your downline residing in the Opened Country� 5�1 Selling to End Consumers� The MonaVie opportunity is built on selling Products to end consumers� Your primary 4�13�3�6 You may not send any unauthorised opportunity as a Distributor is to develop and maintain Cus- Products to another country� Products to be sold tomers� We also allow you to purchase Product that you in an Opened Country must be obtained directly may use as a sales tool and that you and your family may from that country’s MonaVie office or warehouse� consume� You agree to not purchase more Product than 4�13�3�7 You may not seek or participate in me- what you can resell to your Customers in a reasonable dia coverage of any kind without prior written ap- period of time� proval from us� 5�2 Participation in the Compensation Plan� You should 4�13�3�8 You may not misrepresent Products or the fulfil the following sales requirements to be eligible for par- MonaVie opportunity in the country� ticipating in the Compensation Plan� 4�13�3�9 You may not make claims or guarantees 5�2�1 Each order you place should comply with the of specific earnings potential� You may not make 70% rule as set forth in the Agreement� unlawful health claims about our Products� 5�2�2 The value of your retail product sales in a par- 4�13�3�10 You must comply with the Policies and ticular month must meet the minimum monthly qualifying Procedures of both the country in which you en- volume specified by MonaVie from time to time� rolled and the Opened Country in which you de- 5�2�3 Your Distributorship must be in good standing sire to do business� with us� “Good standing,” as used throughout the 4�13�3�11 You must understand and comply with Agreement, means that you are not in breach of the the laws of the Opened Country� Agreement, regardless of whether we have given you 4�13�4 Pre Market Activity in a Country Announced notice to cure the breach� for OTG Operations� You may not engage in any busi- 5�3 Sales Receipts� When making a sale to a Customer, ness activity in an unopened country unless we make you must provide him or her with an official MonaVie sales a general announcement to all qualifying Distributors� receipt at or prior to the time of the initial sale and every Such general announcement will specify the limited sale thereafter, pursuant to Addendum B� These receipts business activities permissible in the unopened market, may set forth any consumer rights afforded by law for retail including the date when pre-market activity may com- sales� You must also verbally inform the Customer of his mence and the scope of the pre-market activity� Non- or her cancelation rights, if any, as set forth on the official compliance with covenants of this subsection or the sales receipt� limitations set forth in the general announcements may 5�3�1 Approved sales receipts are found in your Vir- result in termination of the Agreement� tual Office “Document Library�” When making the sale, 4�13�5 Sponsoring in a Not for Resale Country� In an you must complete the information required on the NFR country, we permit persons to import Products for sales receipt, including the items ordered, the transac- personal consumption only� Accordingly, while these tion amount, and the Customer’s name, address, and Policies and Procedures are inapplicable to persons re- telephone number� You must keep a copy of the sales siding in an NFR market, you agree to and should not receipt for your records� sell, offer to sell, distribute, import, or gift Products in 5�3�2 You should keep copies of all Retail Sales Re- an NFR market, nor should you encourage, aid or abet ceipts on file for at least four years� You are required a person to do the same� Meetings must be limited to to pay any applicable transactional taxes, if required explaining the MonaVie opportunity and recommend- by law� We will maintain documentation for orders ing others pursuant to specific guidelines for each NFR12 MONAVIE DISTRIBUTOR POLICIES & PROCEDURES
  • 13. placed directly to MonaVie by your Customers� any modification or cancelation must be submitted at least three (3) business days prior to the next AutoShipSECTION 6 ORDERING shipment date� Requests made after that may not be6�1 Return of Product and Sales Aids� See Addendum B� effective until the following shipment date�6�2 Product Abandonment� An order transaction is consid- SECTION 7 BONUSESered complete only when the order has been paid for and 7�1 Bonus Qualifications� As a Distributor, you are en-delivery method has been satisfied� If these conditions are titled to receive Bonuses from us pursuant to the currentlynot met within 90 days from the date of order, we reserve published Compensation Plan if you are in good standingthe right to determine the final outcome of the order and and in compliance with the terms of the Agreement�you release us from any further obligation or liability� 7�2 No Earning Guarantee� You are neither guaran-6�3 Pickup Centre Orders� We do not permit any indi- teed a specific income nor assured any level of profit orvidual or Distributor to pick up another Distributor’s will-call success� Your profit and success can come only throughorder without properly substantiated picture ID� the successful retail sale, use, and consumption of our6�4 Returned Cheques� All cheques returned by your bank Products and the retail sales, use, and consumption of ourfor insufficient funds will be re-submitted for payment� Products by other Distributors in your downline�Where lawful, a returned cheque fee will be charged to 7�3 Payment� We will pay your Bonuses within twoyour account� After receiving a returned cheque from you weeks following the close of a bonus period� For busi-or your Customer, all future orders must be paid by credit ness accounts, we will pay to the business listed on thecard, money order, or cashier’s cheque� Any outstanding account; otherwise we will pay to the primary accountbalance owed us by you for Non-Sufficient Fund cheques holder�and returned cheque fees will be withheld your account,though our failure to withhold does not relieve you of your 7�4 Errors or Questions� If you have questions about orobligation to pay� The fee is due upon placement of the believe any errors have been made regarding Bonuses,debt on your account with us� PEARs, or charges, you must notify us in writing within sixty (60) days of the date of the purported error or6�5 Restrictions on Third Party Use of Credit Cards and incident in question� We will not be responsible for anyChecking Account Access� You may not facilitate any Mo- errors, omissions, or problems not reported to MonaVienaVie purchase using a credit card or payment method within sixty (60) days�other than your own unless we have on file an official Mo-naVie Authorisation Letter prior to the transaction� The form 7�5 Processing and Other Fees� We may deduct fromauthorisation letter is found in the Document Library of your your Compensation Plan earnings or charge you aVirtual Office� reasonable processing fee for computer processing and other customer services� If you request special services,6�6 Transaction Taxes� See Addendum A� we may charge an hourly fee with a one hour minimum6�7 AutoShip� AutoShip is our automatic ordering pro- or a flat fee� We will quote you the fee prior to initiatinggramme� While enrolment is optional, AutoShip ensures the services�that you have (1) an adequate inventory with which youcan service your Retail Customers, (2) adequate Product for SECTION 8� DEFINITIONSdemonstrations and sampling purposes; and (3) if desired, 8�1 AUTOSHIP� A programme in which we automaticallyadequate inventory for personal use� The AutoShip pro- ship Products to you�gramme eliminates the inconvenience of placing monthlyorders manually� 8�2 BONUSES� Monies earned by you, as determined by the Personal Volume of Products retailed or purchased 6�7�1 Cycle� AutoShip orders run on a 28-day cycle� by you and the Group Volume of your Downline, as set Your order will not be processed on the same day ev- forth in the Compensation Plan� ery month, but rather on a sliding calendar� A calendar is provided in every Distributor’s Virtual Office so you 8�3 COMPENSATION PLAN� The method by which you can track when your next AutoShip is scheduled to run� generate Bonuses and are compensated for retail sales The date of your AutoShip shipment can be changed and sales Volume within your downline� The Compensa- in the Virtual Office or by calling MonaVie Distributor tion Plan is described in MonaVie’s literature� Support� 8�4 CUSTOMER� End Consumers of the Product, includ- 6�7�2 AutoShip Status� You may modify, deactivate, or ing your retail and Preferred Customers� reactivate your AutoShip profile at any time� However, 8�5 DISTRIBUTOR� An independent contractor whose ©2011 MONAVIE INC 13
  • 14. Distributor Application has been accepted by us� be printed; electronic; a logo used on clothing, decals, or8�6 DISTRIBUTOR KIT� A selection of MonaVie at-cost in any other form�training materials and business support literature that each 8�20 SPONSOR� A Distributor who recommends annew Distributor purchases unless prohibited by law� applicant to MonaVie and is listed as the Sponsor on the8�7 DISTRIBUTORSHIP� The collective rights arising from Distributor Application�the Agreement granted to you to purchase, sell, distribute, 8�21 VOLUME� The point value assigned to Products soldand promote the Products and MonaVie business oppor- for purposes of calculating Bonuses under the Compensa-tunity� tion Plan�8�8 GROUP VOLUME (GV)� The point value of Productssold to the downline in your Placement Tree� ADDENDUM A – AUSTRALIA8�9 OFFICIAL MONAVIE MATERIAL� Literature, audio A�1 OPPORTUNITY CLAIMS� The following are guidelinesor video tapes, and other materials developed, printed, that are generally consistent with Australian advertisingpublished, and distributed by MonaVie to Distributors� law�8�10 OPENED COUNTRY� A country that we have of- a� Business Opportunity Specific Claims�ficially opened for business using an OTG or NFR model� 1) Eliminate use of the term “business opportunity”8�11 PERSONAL ENROLMENT TREE� Your downline or- completely, which is a regulated form of businessganisation of Distributors you personally recommend and that is not to be confused with direct selling�those Distributors that they personally recommend� 2) Use “income opportunity,” “financial opportunity,”8�12 PERSONAL VOLUME (PV)� The point value of Prod- or “home-based opportunity�”ucts you sell to your Customers who use your distributor ID 3) When discussing the MonaVie opportunity, younumber or of Products we sell to you� must mention that the purchase of tools is optional�8�13 PERSONALLY ENROLLED ACTIVITY REPORT (PEAR)� 4) The word FREE should never be used to describeA report generated by us that provides information relat- MonaVie products - regardless of how they’re ob-ing to the identities of Distributors, sales information, and tained�activity of Distributors in your Personal Enrolment Tree� This 5) If making statistical or economic claims, ensurereport contains confidential and trade secret information that the claim is relevant to the Australian market inwhich is proprietary to MonaVie� which the target audience is likely to operate the8�14 PLACEMENT� Your position inside your Sponsor’s distributorship�Placement Tree� b� AutoShip�8�15 PLACEMENT TREE� The structure of your downline 1) Position AutoShip as a great way to ensure yousales organisation� never run out of product to service your customers,8�16 PREFERRED CUSTOMER� An individual enrolled in to share with prospects and to personally consume�MonaVie’s database so that he or she can place orders 2) Do not position the AutoShip as a way to remaindirectly with MonaVie� A Preferred Customer is not a active or qualify for compensation� Example: “Nei-Distributor� ther a product order nor participation in the Auto-8�17 PRODUCTS� Any commodity sold by us that has Ship programme are required to become a distrib-Volume assigned to it� utor, activate, or remain active� Both are optional”�8�18 RESALABLE� Products shall be deemed “resalable” if 3) You MUST indicate that Auto-Ship is optional foreach of the following elements is satisfied: (1) they are un- becoming a distributor AND for earning compen-opened and unused, (2) original packaging and labelling sation�has not been altered or damaged, (3) they are in a con- c� Purchasing Requirements�dition such that it is a commercially reasonable practicewithin the trade to sell the merchandise at full price, and 1) Do not impose personal purchase requirements�(4) the Product contains current MonaVie labelling� Any 2) There should be an appropriate balance betweenmerchandise that is clearly identified at the time of sale as emphasising the entitlement of participants to re-nonreturnable, discontinued, or as a seasonal item, shall ceive override commissions and emphasising thenot be resalable� qualities of the MonaVie products and the entitle-8�19 SALES TOOLS� Any audio or visual device used to ment of participants to purchase them�promote the MonaVie Products and/or opportunity� It may 3) Do not make statements to the effect that all a14 MONAVIE DISTRIBUTOR POLICIES & PROCEDURES
  • 15. prospect needs to do to progress in the MonaVie distributors�” system and earn significant financial rewards is to 2) PV is “generated” not “purchased�” “recommend” new distributors� 3) Use wording like “Build teams that duplicate by 4) Do not require a distributor to purchase a minimum helping your personally recommended distribu- amount of product� tors build their businesses and you will earn a Star 5) You may say that a distributor must generate a cer- Makers Bonus” tain amount of personal volume to qualify for earn- 4) Regarding Rank Advancements, either is accept- ings under the compensation plan� able:d� Income Claims� • To qualify for the following ranks one must be 1) Any income presentations (person or paper) must active with 100 or more of personally-generat- include a line stating, “Please see the MonaVie ed points during the qualifying week � � � Income Disclosure Statement at the end of this • Be active with 100 or more personally-gener- document or at www�MonaVie�com for complete ated points during the qualifying week � � � information regarding the earnings of MonaVie distributors�” 5) Avoid the words “investment” or “invest”� It’s OK to talk about investing time or effort -- but not money� 2) Do not overstate the income opportunity� Have the Accordingly, use words like “cost” or “expenditure” following questions in mind when making income- to describe the Distributor Kit� related claims: • Can your claims be substantiated on an objec- A�2 INCOME DISCLOSURE STATEMENT� Should Mona- tive basis? Vie provide an income disclosure statement based upon sales made exclusively in Australia, the following guide- • Do you have reasonable grounds to make lines apply� statements about future matters? a� Purpose of the Income Disclosure Statement� MonaVie’s • Where disclaimers and qualifications have corporate ethics compel us to do not merely what is been used, are they clearly drawn to the atten- legally required, but rather, to conduct the absolute best tion of the audience? business practices� To this end, we have developed the • Where testimonials are used, are they an ac- Income Disclosure Statement (“IDS”)� The MonaVie IDS curate representation of the outcomes for the is designed to convey truthful, timely, and comprehen- person giving the testimonials? sive information regarding the income that MonaVie Distributors earn� In order to accomplish this objective, • Is the person providing the testimonial willing a copy of the IDS must be presented to all prospective and able to be contacted? Distributors� Copies of the IDS may be printed or down- • Is it clear the testimonial relates only to the out- loaded without charge from the corporate website� come for that particular person, and should not b� Definition and Examples� The terms “income claim” be considered a guarantee it will be achieved and/or “earnings representation” (collectively “income by all? claim”) include: (1) statements of average earnings, (2) • Are the statements relevant to the target audi- statements of non-average earnings, (3) statements of ence, having regard to the market (Australian) earnings ranges, (4) income testimonials, (5) lifestyle in which they will be carrying on their activities claims, and (6) hypothetical claims� Examples of “state- as distributors? ments of non-average earnings” include, “Our number 3) Use terms like “income-creating” rather than one Distributor earned XXX dollars last year” or “Our “wealth-creating”� average Black Diamond makes XXX per month�” An example of a “statement of earnings ranges” is “The 4) Never present any result or income level as being monthly income for Blue Diamonds is XXX on the low easy to achieve� end to YYY on the high end�”e� Compensation Plan� 1) A lifestyle income claim typically includes state- 1) Any income presentations (person or paper) must ments (or pictures) involving large homes, luxury include a line stating: “Please see the MonaVie cars, exotic vacations, or other items suggesting Income Disclosure Statement at the end of this or implying wealth� They also consist of references document or at www�MonaVie�com for complete to the achievement of one’s dreams, having ev- information regarding the earnings of MonaVie erything one always wanted, and are phrased in ©2011 MONAVIE INC 15
  • 16. terms of “opportunity” or “possibility” or “chance�” $6,000, you certify that you are not carrying on Claims such as “My MonaVie income exceeded an enterprise for taxation purposes� If applicable, my salary after six months in the business,” or “Our you understand that it is your responsibility to dis- MonaVie business has allowed my wife to come close income from MonaVie activities to the ATO� home and be a full-time mom” also fall within the 3� You further agree that MonaVie reserves the right to purview of “lifestyle” claims� recover any PAYG and penalties applied to Mona- 2) A hypothetical income claim exists when you at- Vie by the ATO as a result of misstatement by you�” tempt to explain the operation of the Compensa- b� GST: GST registration is required where your business tion Plan through the use of a hypothetical example turnover exceeds $75,000� Total sales turnover includes and make certain assumptions regarding the: (1) MonaVie Bonuses as well as non-MonaVie activities� number of Distributors Sponsored, (2) number of You are required to provide proof of GST registration downline Distributors, (3) average product volume to MonaVie prior to charging MonaVie GST on your per Distributor, and (4) total organisational volume� income� You may choose to register for GST where its Additionally, processing these assumptions through sales turnover is less than $75,000� You agree to notify the Compensation Plan yields income figures which MonaVie of your GST number if/when GST registration constitute income claims� is required, and you agree to provide proof of registra-c� Policy In any non-public meeting (e�g�, a home meeting, tion to MonaVie within a reasonable time of registering one-on-one, regardless of venue) with a prospective Dis- for GST� You will accept a buyer created invoice from tributor or Distributors in which the Compensation Plan MonaVie, and agree not to issue any separate GST is discussed or any type of income claim is made, you invoice� must provide the prospect(s) with a copy of the IDS� c� Product sales: MonaVie™ Juice and Gel Products are In any meeting that is open to the public in which the currently not subject to GST� MonaVie collects and re- Compensation Plan is discussed or any type of income mits the applicable GST on non-juice and non-gel Prod- claims is made, you must provide every prospective Dis- uct sales to the ATO� You may obtain a copy of the GST tributor with a copy of the IDS and you must display Invoice by logging into your VO� If you do not have ac- at least one (3 x 5 foot posterboard) in the front of the cess to the internet, you may contact Distributor Support room in reasonably close proximity to the presenter(s)� and a hard copy will be posted to you� In any meeting in which any type of video display is utilised (e�g�, monitor, television, projector, etc�) a slide A�5 TELEMARKETING� While you may not consider your- of the IDS must be displayed continuously throughout the self a “telemarketer” in the traditional sense of the word, duration of any discussion of the Compensation Plan or regulations broadly define “telemarketer” and “telemarket- the making of an income claim� ing” so that your inadvertent action of calling someone whose telephone number is listed on a “do not call” reg-A�3 GOVERNMENTAL APPROVAL OR ENDORSEMENT� ister could cause you to violate the law� Moreover, theseNeither government agencies nor their officials approve or regulations must not be taken lightly, as they carry signifi-endorse any Network Marketing companies or products� cant penalties� Therefore, you should not engage in tele-Therefore, you should not represent or imply that Mona- marketing relative to the operation of your MonaVie busi-Vie, its Products, or its Compensation Plan have been ap- nesses� The term “telemarketing” means the placing of oneproved, endorsed, or otherwise sanctioned by any govern- or more telephone calls to an individual or entity to inducement agency or official� the purchase of a MonaVie Product or service, or to recruitA�4 TAXES� them for the MonaVie opportunity� “Cold calls” made toa� ABNs: If you earn in excess of $6,000, you are prospective Customers or Distributors that promote either deemed to be carrying on an enterprise for business, MonaVie’s Products or services of the MonaVie opportunity and are required to obtain an Australian Business Num- constitute telemarketing and are prohibited� ber (“ABN”)� Where an ABN number is required but a� Accordingly, you should not provided, commission payments will be subject to a 1) comply with the Do Not Call Register Act 2006 mandatory 46�5% withholding� (the “DNCR Act”); 1� If your Bonuses equal or exceed $6,000, you 2) without limiting paragraph (a), not call these should provide us an Australian Business Number phone numbers which are listed on the Do Not (“ABN”); otherwise, we will be required to with- Call Register established under the DNCR Act; hold 46�5%� 3) comply with the Telecommunications (Do Not Call 2� You agree that if your Bonuses are less than Register) (Telemarketing and Research Calls) Indus-16 MONAVIE DISTRIBUTOR POLICIES & PROCEDURES
  • 17. try Standard 2007 (the “Standard”); and ADDENDUM B – AUSTRALIA 4) without limiting paragraph (c), not conduct calls RETURN POLICY AND CANCELATION NOTICE during the prohibited calling hours prescribed by B�1 Return of Product Upon Termination� If you voluntarily the Standard� terminate the Agreement, you may return Currently Mar-b� Subject to the foregoing, you may place telephone ketable Products in your inventory for a refund� You may call(s) to a prospective Customer or Distributor (a “pros- only return Products that you personally purchased from us pect”) under the following limited situations: for resale (purchases from third parties are not subject to 1) If you have an established business relationship refund)� “Currently Marketable” means that the Products with the prospect� An “established business rela- are returned within twelve (12) months of purchase and tionship” is a relationship between you and a pros- are in resalable condition; however, Products shall not be pect based on: considered Currently Marketable if returned for repurchase after the Products’ commercially reasonable usable or shelf i) The prospect’s purchase, rental, or lease of life period has passed; nor shall Products be considered goods or services from you within the eighteen Currently Marketable if we clearly disclose to you prior to (18) months immediately preceding the date of purchase that the Products are seasonal, discontinued, or a telephone call to induce the prospect’s pur- special promotion Products and are not subject to the re- chase of a product or services; or purchase obligation� Upon receipt of Currently Marketable ii) A financial transaction between the prospect Products, we will reimburse you 90% of the net cost of the and you within the eighteen (18) months im- original purchase price(s) as otherwise required by law� mediately preceding the date of such a call� Shipping and handling charges incurred by you when the 2) The prospect’s personal inquiry or application re- Products were purchased will not be refunded� garding a product or service offered by you within B�2 Return of Distributor Kit Upon Termination� If you volun- the three (3) months immediately preceding the tarily terminate the Agreement, you may return the Distribu- date of such a call� tor Kit for a refund if (i) you personally purchased it from 3) If you receive written and signed permission from us or from another Distributor; and (ii) you return it within the prospect authorising you to call� The authori- thirty (30) days of purchase� Upon receipt of the Distribu- sation must specify the telephone number(s) which tor Kit, we will reimburse you 90% of the net cost of the you are authorised to call� original purchase price(s) or as otherwise required by law� Shipping and handling charges incurred by you when the 4) You may call family members, personal friends, Distributor Kit was purchased will not be refunded� and acquaintances� An “acquaintance” is some- one with whom you have at least a recent first- B�3 No Refund for Sales Tools� We will not refund Sales hand relationship (i�e�, you recently personally Tools other than the Distributor Kit as described herein� met him or her)� Bear in mind, however, that if you B�4 Return of Product—No Termination� If you are not make a habit of “card collecting” from everyone 100% satisfied with our Products, you may return them for you meet and subsequently calling them, you may a refund if neither you nor we have terminated the Agree- be engaging in a form of telemarketing that is not ment and the Products were purchased within ninety (90) subject to this exemption� Thus, if you engage in days and are in resalable condition� The refund shall be calling “acquaintances,” you must make such calls 90% of the purchase price� Shipping and handling charg- on an occasional basis only and not as a routine es incurred by you when the Products were purchased will practice� not be refunded�c� In addition, you shall not use automatic telephone dial- B�5 Refused Products� If you order Products and then refuse ing systems relative to the operation of your MonaVie delivery, your order is subject to the restocking fee and business� The term “automatic telephone dialing system” other procedures for returns herein, and we may charge means equipment that has the capacity to: (a) store or you for the return shipping costs� produce telephone numbers to be called, using a ran- B�6 Refund Procedures� To receive a refund, you must com- dom or sequential number generator, and (b) to dial ply with the following: such numbers� a� Obtain a Return Merchandise Authorisation (RMA) num-A�6 WEBSITES� Subject to the limitations of section 4�4�1, ber by calling the Distributor Services department� Thisif you have achieved the rank of Diamond Executive, you RMA number must be written on each carton returned�may have a website to promote your MonaVie business� RMA’s are valid for 30 days from the date of issue� ©2011 MONAVIE INC 17
  • 18. b� Proper shipping carton(s) and packing materials are to NO LATER THAN 30 DAYS AFTER ___________________ � be used in packaging the Product(s) being returned for (transaction date) replacement� All returns must be shipped to MonaVie pre-paid� MonaVie does not accept shipping-collect I hereby cancel this transaction� packages� The risk of loss in shipping for returned Prod- Customer Signature uct shall be borne by you� If returned Product is not Date: received by MonaVie’s Distribution Center, it is your re- sponsibility to trace the shipment�c� If you are sending Product that was returned to you by your Retail Customer, the Product must be received by us within ten (10) days from the date on which your Retail Customer returned the Product to you and it must be ac- companied by a copy of the sales receipt you gave to the Customer at the time of the sale�B�7 Cancelation Notice� You should give your Customertwo copies of an official MonaVie sales receipt (one tokeep and one to send)� The sales receipt can be found inthe Document Library of your Virtual Office� The sales re-ceipt should be dated and show your name and address�The sales receipt must be in the same language that is usedin the sales presentation� The following cancelation noticeappears on the sales receipt and must be given verballyby you when making a retail sale to a Customer� You mustcomply with its terms�CANCELATION NOTICE TERMS AND CONDITIONSYou, the Customer, may cancel this transaction at any time upto 30 calendar days after the transaction without any penaltyor obligation�If you cancel, any payments made by you under the sale willbe returned within 10 BUSINESS DAYS following receipt bythe Distributor of your Notice of Cancelation�If you cancel, you must make available to the Distributor, atyour residence, any goods delivered to you under this contractor sale in substantially the same condition as when received,or you may, if you wish, comply with the instructions of theDistributor regarding how to return shipment of the goods atthe Distributor’s expense and risk�If you do make the goods available to the Distributor and theDistributor does not pick them up within 20 days of the dateof your Notice of Cancelation, you may retain or dispose ofthe goods without any further obligation� If you fail to makethe goods available to the Distributor, or if you agree to re-turn the goods to the Distributor and fail to do so, then youremain liable for the performance of all obligations under thecontract�To cancel this transaction, mail or deliver a signed and datedcopy of this Cancelation Notice, or any other written notice,or send a letter to�I hereby cancel this transaction�[insert Distributor’s name][insert address of Distributor’s place of business]18 MONAVIE DISTRIBUTOR POLICIES & PROCEDURES