Business Manual. PLACING AN ORDER Orders can be made via our Distributor Website E-Workplace ( E-Workplace ).

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1 Business Manual GENERAL INFORMATION Address : State of Delaware, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Customer Services hotline: Customer Services CS.Global@infinitus-int.com Company Website : ORDERING INFORMATION Infinitus Innovations (US) LLC (hereinafter Infinitus US ) works with you to make placing and receiving your product orders as easy and efficient as possible. The following are ordering information highlights. For full details, please refer to Section 2.1 Purchasing and Selling Infinitus US Product of this manual. PLACING AN ORDER Orders can be made via our Distributor Website E-Workplace ( E-Workplace ). ORDERING DEADLINE Orders to be included in a given month's business volume must be received along with payment, by the end of the last business day of the month (PST (UTC-8)). In the event of a dispute, Infinitus US will have absolute discretion in assigning sales volume to a given month. ΜΟDΕ ΟF ΡΑΥΜΕΝΤ Infinitus US accepts credit / debit cards (MasterCard and Visa). Proof of payment must be received before orders are shipped. BUSINESS MANUAL INCORPORATED INTO DISTRIBUTOR AGREEMENT / RIGHT TO AMEND This Business Manual consists of three parts: 1) Infinitus US Marketing Plan; 2) Infinitus US Policies and Procedures; and 3) Rules & Responsibilities of Infinitus US Distributors. The terms and provisions of this Business Manual, in their present form and as amended at the sole discretion of Infinitus US, are incorporated into the Infinitus US Independent Distributor Agreement. Throughout this Business Manual, when the term Agreement is used, it collectively refers to the Infinitus US Independent Distributor Agreement and the Business Manual. Independent Distributors shall be referred to herein as Distributors. The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of the amended provisions in the Distributor s Back- Office, but amended provisions shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. A Distributor may cancel his/her Infinitus business at any time and for any reason. PROVISIONS SEVERABLE If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Distributor against Infinitus US shall not constitute a defense to Infinitus US s enforcement of any term or provision of the Agreement. 1

2 This Business Manual has been translated into Chinese. Should there be any inconsistency or ambiguity between the English version and the Chinese version, the English version shall prevail. 2

3 TABLE OF CONTENTS Key Terms and Definitions 5 Part 1 ΙΝFΙΝΙΤUS US ΜΑRΚΕΤΙΝG ΡLΑΝ 6 Chapter 1 ΙΝFΙΝΙΤUS US ΜΑRΚΕΤΙΝG ΡLΑΝ The Retail Profit: 25% The Basic Sales Bonus (BSB) : 10% The Extra Sales Bonus: 12.5% The Performance Bonus (PB): 6% The Leadership Bonus (LB): 10.5% The Stable Growth Bonus (SGB): 0.5% The Excellence Bonus (EB): 0.3% The Brilliance Bonus (BB) :0.2% The Outstanding Achievement Bonus (OAB) : 0.1% Recognition Program Ranks and Requirements Rank Validity Recognition Pins Letters / Certificates of Recognition Recognition in Infinitus Magazine and Award Ceremonies 12 Part 2 INFINITUS US POLICIES AND PROCEDURES 13 Chapter 2 INFINITUS US BUSINESS PRACTICES Purchasing Infinitus US Products Delivery of Orders Ordering Deadline Product Sales Inventory Loading Prohibited Buy-Back Guarantee for Purchases by Distributors Physical Items Held in Starter Kits or Inventory Infinitus US Guarantee for Customers Resignation Direct Selling Rules Other Locations Prohibition Against Income Claims & Earnings or Lifestyle Representations Prohibition Against Compensation Plan and Program Claims Unauthorized Product Claims Direct Sales Sales Order Form Direct Sales Internet Fulfilment (Electronic Receipt) Independent Contractor Status Taxes and Withholding Obligations Nonsolicitation Dispute Resolution Damage Waiver Louisiana Residents 20 CHAPTER 3 - RULES & RESPONSIBILITIES OF INFINITUS US DISTRIBUTORS Qualifications to become an Infinitus US Distributor Term and Renewal of the Agreement Bonus Payments Adjustments to Bonus Payments 242 3

4 3.5 General Conduct Social Media Disciplinary Sanctions Responsibility of Distributor towards Company Company s Products Advertisment and Usage of Name Distributorship Sponsorship Resignation, Voluntary Suspension, End of Suspension Period, Termiantion, Death or Loss of Earning Capability Principles of Sponsorship Marriage Divorce Business Entities Sales, Transfer, or Assignment of Distributorship Communication with Company Unsolicited Telephone Calls, Faxes, or s Handling Personal Information Confidential Information Head-Hunting Fees Prohibited 278 4

5 ΙΝFΙΝΙΤUS ΜΑRΚΕΤΙΝG ΡLΑΝ & ΟΡΡΟRΤUΝΙΤΥ Key Terms and Definitions Point Value (PV) A non-monetary value assigned to every product used to determine the bonus percentage, qualification, rank achievements and various other Infinitus US incentive programs. Conversion Factor (CF) A factor used to convert the total bonus earned in a month into local currency. Distributor Price (DP) The price paid for Infinitus US products by Infinitus US Distributors. Retail Price (RP) The price suggested by Infinitus US for Infinitus US Distributors to charge their retail customers for Infinitus US products. Retail Sales Infinitus US Distributors purchase products from Infinitus US and sells the products to customers A customer is a person who is not an Infinitus US Distributor or the spouse of an Infinitus US Distributor. Distributor An individuals whose completed Member Application Form has been received, duly processed and authorized by Infinitus US to sell Infinitus US products and sponsor new Distributors. Downlines Refers to those Distributors either directly or indirectly sponsored by you plus those sponsored by your downlines. Personal Consumption A reasonable amount of products used for personal or family consumption. Personal PV (PPV) The PV of products purchased directly by an Infinitus US Distributor and the Distributor s customers and Preferred Customers on a monthly basis. Personal Group PV (PGPV) PV derived from the sales of your downlines that are not break-away from your group, inclusive of your personal sales in a particular month. A downline Distributor will break-away from your group if his/her own Personal Group PV exceeds 10,000. Organization PV (OV) The total sales generated by you plus all of your downline Distributors, inclusive of the last Distributor in your line of sponsorship in that month. Sponsorship Line The sequence of sponsor-recruit relationship created when new Distributors are sponsored into Infinitus US, A sponsorship line extends upwards from each new Distributor in the following sequence to include all Distributors in a single sponsorship line: - New Distributor; - Immediate Sponsor of the new Distributor; - Sponsor of the Immediate Sponsor of the new Distributor, and so on. 5

6 Chapter 1 ΙΝFΙΝΙΤUS US ΜΑRΚΕΤΙΝG ΡLΑΝ Part 1 ΙΝFΙΝΙΤUS US ΜΑRΚΕΤΙΝG ΡLΑΝ The Marketing Plan encourages Infinitus US Distributors to sell products and sponsor new Distributors through an extensive system of awards and rewards that recognize the increasing amount of efforts required to achieve a higher performance level. All Distributors are eligible to receive bonus rewards, based on their sales and the sales of their sponsored Distributors. They are also eligible to receive personal recognition awards, A Distributorship is required to produce a monthly minimum personal 500 PV before one is entitled to any reward or recognition. An Infinitus US Distributor is required to accumulate a minimum of USD40 bonus reward before such bonus reward is paid out. Infinitus US is entitled to charge USD1.5 per payout transaction. Until such time as USD40 is accumulated, Infinitus US will accrue and hold the funds on behalf of the Distributor. As soon as the USD40 threshold has been met, the Company will issue payment to the Distributor. If the USD40 threshold has not been met by the end of the year, or upon termination of the Agreement, Infinitus US will pay the accrued amounts to the Distributor. 1.1 The Retail Profit: 25% When a Distributor purchases products from Infinitus US and sells the products to customers at retail price, the Distributor will get a retail profit of up to 25%. 1.2 The Basic Sales Bonus (BSB) : 10% As a Distributor builds up his/her business, one starts to enjoy a sales bonus based on his / her personal group sales. Bonus Ratio: Personal Group PV 1,000 2,000 4,000 6,000 10,000 Bonus (%) 2% 4% 6% 8% 10% Note: When a Distributor hits 10,000 PV, he/she will break away from your personal group and become one of your qualified legs. Total Personal Group PV achieved in the current month plus the immediate previous month is used to determine the bonus percentage. However, you are only entitled to receive bonus for the current month PGPV based on the latest percentage. Once a Distributor achieves a particular percentage, he/she will continue to enjoy that percentage until he/she rises to the next level even though he/she may have lower PGPV in the current month. Example A 4,000 B 2,000 C 4,000 A = 10,000 x 10% - (2,000 x 4%) - (4,000 x 6%) = 680 = USD102 (680x0.15)* Example: * 0.15 is the conversion factor (CF) for the US. The company may revise the CF as and when the circumstances require the company to do so. 6

7 No Basic Sales Bonus shall be paid out to Infinitus US Distributors UNLESS 51% or more of a Distributor s personal or Downlines revenue comes from Retail Sales. Infinitus US may give warning to Distributors who have failed to comply with this rule. Should the Distributors fail to comply with this rule after the warning is given, Infinitus US reserves the right to withhold any commissions or bonuses or rewards payable to the Distributors until the 51% rule is complied with. 1.3 The Extra Sales Bonus: 12.5% A Distributor will receive 12.5% extra sales bonus on the portion of the Distributor's personal group sales that exceeds 10,000 PV When a Distributor's personal group sales reaches 10,000 PV and he/she successfully generates a qualified leg, he/she can enjoy 12.5% on 10,000 PGPV from this qualified leg. If a Distributor's personal group sales fails to hit the qualifying level but he / she generates at least one qualified leg, he/she can enjoy 12.5% of his/her unqualified personal group sales plus other qualified leg(s). Example: A 10,000 A= 10,000 x 12.5% = 1250 = USD (1,250x0.15) B= 5000 x 12.5% = 625 = USD93.75 (625x0.15) B 15, A 4,000 A= 14,000 x 12.5% = 1750 = USD (1,750x0.15) B 10,000 C 10, The Performance Bonus (PB): 6% As the group sales (organization PV) grow to 10,000 PV and above, a Distributor is eligible for performance bonus. The larger the sales volume, the bigger the percentage of the bonus he/she enjoys. There is no PGPV requirement to receive this bonus. Bonus Ratio: OV 10,000 20,000 40,000 60,000 80, , ,000 Bonus % 1.25% 1.5% 1.75% 2.0% 2.25% 2.5% 2.75% OV 200, , , , ,000 1,000,000 1,500,000 Bonus % 3.0% 3.25% 3.5% 3.75% 4.0% 4.25% 4.5% OV 2,000,000 2,500,000 3,000,000 3,500,000 4,000,000 4,500,000 Bonus % 4.75% 5.0% 5.25% 5.5% 5.75% 6.0% Example: 2 A 25,000 B 5,000 D 20,000 7

8 C 10,000 A = (25, , , ,000) x2% - 20,000 x 1.5% -15,000 х 1.25% = (712.5 x 0.15 = USD ) B = (10,000+ 5,000) x 1.25% - (10,000 x 1.25%) = 62.5 (62.5 x 0.15 = USD9.375) C = 10,000 x 1.25% = 125 (125 x 0.15 = USD18.75) D = 20,000 x 1.5% = 300 (300 x 0.15 = USD45) 1.5 The Leadership Bonus (LB): 10.5% The leadership bonus encourages Distributors to build their business in both ways: width and depth. To be eligible for this bonus, a Distributor needs to develop at least one qualified leg and with his/her own personal group sales above 10,000 PV. A distributor can enjoy bonus from 3-9 downline generations, depending on how many qualified legs he/she has. Six and more qualified legs will enable the Distributor to enjoy bonus from the maximum 9 generations. Generations with less than 10,000 PGPV will be merged (or compressed) to form a single generation with at least 10,000 PGPV so that the Distributor can enjoy the full amount of bonus. A Distributor must meet the requirements for a minimum amount of personal group sales before he/she can enjoy the bonus. Bonus Ratio: No. of qualified legs & more Recognition title required Personal 10,000 8,000 6,000 4,000 2,000 group sales No. of generation Generation 1 1.5% 1.5% 1.5% 1.5% 1.5% Generation 2 1.5% 1.5% 1.5% 1.5% 1.5% Generation 3 1.5% 1.5% 1.5% 1.5% 1.5% - Generation 4 1.5% 1.5% 1.5% 1.5% Generation 5 1.3% 1.3% 1.3% Sales Generation 6 1.1% 1.1% Manager and Generation 7 0.9% 0.9% above Generation 8 0.7% Generation 9 0.5% Note: if a new qualified leg is generated in that month, it may be borrowed (for just one time) to serve as personal group sales, in case the personal group sales fails to hit the required level. Example: A 10,000 B 10,000 H 12,000 C 15,000 D 12,000 I 20,000 J 10,000 E 10,000 8

9 F 15,000 G 16,000 A = (10, ,000) х 1.5% + (15, , , ,000) х 1.5% + 10,000 х 1.5% =1335 (1335 x 0.15 = USD200.25) B = (15, ,000) x 1.5% + 10,000 x 1.5% + 15,000 X 1.5% = 780 (780 x 0.15 = USD117) D = 10,000 x 1.5% + 15,000 x 1.5% + 16,000 x 1.5% = 615 (615 x 0.15 = USD92.25) E = 15,000 x 1.5% + 16,000 x 1.5% = 465 (465 x 0.15 = USD69.75) F = 16,000 x 1.5% = 240 (240 x 0.15 = USD36) H = 20,000 x 1.5% + 10,000 x 1.5% = 450 (450 x 0.15 = USD67.50) 1.6 The Stable Growth Bonus (SGB): 0.5% When a Distributor builds up more than 2 "bigger" qualified legs with group sales above 100,000 PV each, he / she is entitled to allotment of the stable growth bonus pool generated from the global sales volume. Each pair of l00,000 PV legs generates one bonus credit. The more credits a Distributor has, the bigger the share of the bonus he / she will enjoy. The bonus is rewarded on a monthly basis. Example: Company total sales PV = 80,000,000 "A": 2 Bonus credits "B": 1 Bonus credit "C": 1 Bonus credit A = (80,000,000 x 0.5%) x 2 / 4 = 200,000 (200,000 x 0.15 = USD30,000) B & C = (80,000,000 x 0.5%) x 1 / 4 = 100,000 (100,000 x 0.15 = USD15,000) 1.7 The Excellence Bonus (EB): 0.3% When a Distributor excellently builds up at least one leg with 4.5 million PV plus another leg's total sales above 2.25 million PV, he / she is entitled to allotment of the excellence bonus pool generated from the global sales volume. Each 4.5 million PV leg generates one bonus credit. The more credits a Distributor has, the bigger the share of the bonus he / she will enjoy. The bonus is rewarded on a monthly basis. Example: Company total sales PV = 80,000,000 "A": 2 Bonus credits "B": 1 Bonus credit 9

10 A = (80,000,000 x 0.3%) x 2 / 3 = 160,000 (160,000 x 0.15 = USD24,000) B = (80,000,000 x 0.3%) x 1 / 3 = 80,000 (80,000 x 0.15 = USD12,000) 1.8 The Brilliance Bonus (BB) :0.2% When a Distributor brilliantly produces a total sales amount of 4.5 million PV and successfully builds up five (5) or more 500,000 PV legs, he / she is entitled to allotment of the brilliance bonus pool generated from the global sales volume. The first five (5) 500,000 PV legs generate 5 bonus credits. From the 6th 500,000 PV leg onwards, each leg generates 1.5 bonus credits. The more credits a Distributor has, the bigger the share of the bonus he / she will enjoy. The bonus is rewarded on a monthly basis. Example: 1 Company total sales PV = 80,000,000 "A": 7 Bonus credits "B": 5 Bonus credits A = (80,000,000 x 0.15%) x 7 / 12 = 93,333 (93,333 x 0.15 = USD13,999.95) B = (80,000,000 x 0.15%) x 5 / 12 = 66,667 (66,667 x 0.15 = USD10,000.05) 1.9 The Outstanding Achievement Bonus (OAB) : 0.1% When a Distributor outstandingly produces a total sales amount of 9 million PV and successfully builds up ten (10) or more 500,000 PV legs, he / she is entitled to allotment of the outstanding achievement bonus pool generated from the global sales volume. The first ten (10) 500,000 PV legs generate 10 bonus credits. From the 11th 500,000 PV leg onwards, each leg generates 1.5 bonus credits. The more credits a Distributor has, the bigger share of the bonus he / she will enjoy. The bonus is rewarded on a monthly basis. Example: Company Total sales PV = 80,000,000 "A": 10 Bonus credits "B": 10 Bonus credits A and B = (80,000,000 x 0.1%) x 10 / 20 = 40,000 (40,000 x 0.15 = USD6,000) 1.10 Recognition Program In addition to financial rewards, Distributors may also win various honorary awards from the Infinitus US opportunity. Based on a scale of leadership ranks, the Recognition Program provides a series of awards that mark the Distributors' growing business status, encouraging them to achieve better performance and higher honors. Distributors are eligible to receive the following recognition awards: - Recognition ranks and pins 10

11 - Letters / Certificates of recognition - Recognition in the Infinitus US magazine 1.11 Ranks and Requirements Rank Monthly Requirements (a & b) Total sales volume (b) No. of qualifying months required** Intern Sales Supervisor 15,000 PV* 3 Sales Supervisor Senior Sales Supervisor Intern Sales Manager 50,000 PV 100,000 PV 250,000 PV Sales Manager 2 legs of 100,000 PV 500,000 PV Senior Sales Manager 4 legs of 100,000 PV 1,500,000 PV Sales Director legs of 100,000 PV and 2 legs of 500,000 PV 4, 500,000 PV Senior Sales Director 3 legs of 100,000 PV and 5 legs of 500,000 PV 9,000,000 PV Chief Sales Director 10 legs of 500,000 PV 18,000,000 PV Notes: *The Intern Sales Supervisor must have at least personal 500 PV and 5,000 PGV with at least 1 qualified leg. *Must have at least personal 500 PV and 15,000 PGV if without a qualified leg. **The qualifying months should be among the 12 rolling months right before the confirmation month Rank Validity When a Distributor is awarded an honorary rank, the period of validity covers 12 months starting from the confirmation month. The awarded Distributor can keep his / her rank during the period of validity even though his / her performance may drop below the requirements Recognition Pins Infinitus US awards various pins to Distributors to encourage and recognize achievement and consistency in sales performance Letters / Certificates of Recognition 11

12 Congratulatory letters and certificates are awarded in honor of business- building achievements Recognition in Infinitus Magazine and Award Ceremonies Recognition is given in the Infinitus magazine. Stage recognition ceremonies may be held to honor the rank winners. 12

13 Part 2 INFINITUS US POLICIES AND PROCEDURES As on Independent Infinitus US Distributor, you have the responsibility to conduct business ethically and fairly, and the guidelines provided in this chapter will help you to do that. Infinitus US aims to help you to build and maintain a stable, healthy Infinitus US business. 2.1 Purchasing Infinitus US Products Purchasing Infinitus US products and then promoting and reselling them to customers are basic to your Infinitus US business. As a Distributor, you may purchase Infinitus US products directly from E-Workplace, or through your upline Infinitus US Distributor(s) / Leader(s). 2.2 Delivery of Orders You may place your orders for Infinitus US products with E-Workplace. You may order Infinitus US products for your personal consumption, for re-sale to other Infinitus US Distributors or for re-sale to retail customers. All products ordered directly by you through E-Workplace will be delivered to your address, unless otherwise indicated. The company may impose handling charge on order below certain amount. Please refer to our order form for further information. 2.3 Ordering Deadline Last day of the calendar month is deemed as the last day of the PV month. Should the last day of the calendar month falls on public holiday, the next business day will be the last day of the PV month. Please ensure that your order together with full payment is received by the company before the last day of the PV month if your order is to be accounted in that month. 2.4 Product Sales The sale of Infinitus US products to customers allows more people to enjoy the benefits of Infinitus US Products, and it is the foundation for your Infinitus US business. All Independent Infinitus US Distributors are allowed to sell freely to anyone who is not yet an Infinitus US Distributor, even if that customer is being supplied by another Infinitus US Distributor. 2.5 Inventory Loading Prohibited Infinitus US strictly prohibits the purchase of products or services or sales aids primarily for the purpose of qualifying for commissions, bonuses or advancement in the Compensation Plan. Distributors must never purchase more products than they can reasonably use or sell to retail customers in a month, and must not influence or attempt to influence any other Distributor to buy more products than they can reasonably use or sell to retail customers in a month. Without limiting the generality of this prohibition, Distributors are not required to carry inventory of products or services or sales aids. Distributors who do decide to carry an inventory of Infinitus US products or services or sales aids may find that making retail sales and building a marketing organization is facilitated by the same, because of the decreased response time in fulfilling customer orders or in meeting a new Distributor s needs. Each Distributor must make his or her own decision with regard to these matters. Distributors who breach this prohibition will be in fundamental breach of this Agreement, and in that event, this Agreement may be terminated by Infinitus US without notice. 13

14 Prior to placing an order for additional Infinitus US products, Distributors must sell at least 70% of their existing Infinitus US product inventory. By placing an additional order, Distributors certify to Infinitus US that they have sold at least 70% of their Infinitus US product inventory from their previous orders. 2.6 Buy-Back Guarantee for Purchases by Distributors To ensure that Distributors are not encumbered with excess inventory that they are unable to sell, and as disclosed to you in the E-Workplace, Distributors may return such inventory to Infinitus US as follows. 2.7 Physical Items Held in Starter Kits or Inventory Exchange or refund Infinitus Distributors may return purchased products to Infinitus within 30 days from the date of purchase (attached with original invoice) for exchange if the product is in a sellable and unopened condition. Upon receipt of the returned Products, Infinitus US shall refund the full amount of the price at which the products were sold to the Infinitus Distributor less any shipping charges. Shipping charges incurred by a Distributor on the original purchase of the physical items will not be refunded, and the Distributor will be fully responsible for all shipping expenses in returning the products. Buyback Upon receipt of notice of termination from an Independent Infinitus Distributor, Infinitus shall repurchase from the Infinitus Distributor such stocks of the products then held by the Infinitus Distributor which are in a sellable and unopened condition and were purchased not more than 12 months prior to the date of termination, at the price at which the products were sold to the Infinitus Distributor less 10%. Shipping charges incurred by a Distributor on the original purchase of the physical items will not be refunded and Infinitus Distributors will be fully responsible for all shipping expenses in returning the products. Original purchases made through a credit card will be refunded by crediting the refund amount back to the same credit card. Where a Distributor was paid a commission, bonus, or other incentive based on the purchase and resale or a returned product or cancelled service, and such product is subsequently returned or cancelled under this provision, all commissions, bonuses, and other remuneration paid to the Distributor shall be set off against the applicable refund amount. Products and Sales aids shall be deemed Resalable if each of the following elements is satisfied a) They are unopened and unused b) Packaging and labeling has not been altered or damaged c) They are in a condition such that where it is commercially reasonable that they could be resold at full price. d) They are returned to Infinitus US within one year from the date of purchase as per the Return Policy Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item shall not be Resalable. Further procedures for return of physical product are found below. 2.8 Infinitus US Guarantee for Customers The Retail Guarantee is one of the strongest selling points you have as an Independent Infinitus US Distributor. It is your responsibility to honor your customers with the Infinitus US Retail Guarantee. 14

15 When a customer seeks to avail of the Retail Guarantee, have him / her sign the exchange / refund form with the following information: The reason for the exchange or refund of the product; Item description, quantity, batch number and size; Monetary value of product returned/exchanged; Name, address and telephone number of the customer; and Date of return. Once the customer has signed the exchange/refund form, you may replace / exchange the product to him / her or refund the price paid. The Retail customer is required to return the purchased product within 30 days of the purchase date together with the exchange / return form and the original sales receipt to the Infinitus US. In submitting the exchange / refund form to Infinitus US, please indicate the order number, if available, under which the returned product was originally purchased from Infinitus US. Infinitus US will replace / exchange the product or refund the money to the customer upon receipt of the returned product. Please note that the Retail Guarantee does not apply to multiple units case quantity inventory returns, or return of products passed its expiry date. Product Exchange Infinitus US warrants the quality of its products and shall exchange any products containing a manufacturing defect. Infinitus US will not entertain product exchange due to mishandling or improper storage. All exchanged products must be accompanied by a Product Exchange Return Form and original invoice. Infinitus US is entitled to charge a delivery charge of USD15 for each product return. Infinitus US Distributor may return defective products to Infinitus US within 30 days from the date of purchase (attached with original invoice) for exchange. Infinitus US will only accept return of products sold in The United States. 2.9 Resignation In building a sound independent Infinitus US business, it is necessary to forecast and plan carefully before purchasing products for your inventory. Infinitus US Independent Distributors have the right to resign as a Distributor from the Infinitus US Marketing Plan at any time and may return resalable products and sales aids for a refund pursuant to section 2.7 above. Any Infinitus US Distributor who is considering this option should first consult his / her upline Sales Leader and Infinitus US Customer Relations to be fully advised of current rights and obligations regarding resignation and buy back policy Direct Selling Rules The Infinitus US Opportunity and Products are designed specifically for direct selling and may not be sold or promoted to or from retail stores, either directly or through third parties. Any Independent Infinitus US Distributor who does this is subject to sanctions including but not limited to termination of the Agreement. Each country has its own legal and regulatory requirements. As an Independent Infinitus US Distributor in the United States, you have the responsibility to comply with the laws and regulations of the country. 15

16 The Infinitus US products made available for sale in the United States have been specifically labelled to comply with US regulatory requirements. Independent Infinitus US Distributors shall not sell Infinitus US products other than those provided by Infinitus US. Likewise, you are not allowed to sell products to countries outside the United States Other Locations You may promote Infinitus US products and the business opportunity at fairs and community gatherings, including business and job opportunity fairs, as long as the appearance of your display upholds the Infinitus US quality image. To this end, you may display and demonstrate Infinitus US products and distribute Infinitus US literature for the purpose of developing interest in Infinitus US and obtaining customers leads. Any violation of the provisions of the Agreement may subject the Distributorship to disciplinary action. For further details, please refer to Section 3 below Prohibition Against Income Claims & Earnings or Lifestyle Representations When presenting or discussing the Infinitus US opportunity or Compensation Plan to a prospective Distributor, Distributors may not make income projections, income claims, income testimonials, or disclose their Infinitus US income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other Infinitus US Distributor. Nor may Distributors make lifestyle income claims. A lifestyle income claim is a statement or depiction that infers or states that the Distributor is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Infinitus US business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that a Distributor was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations Prohibition Against Compensation Plan and Program Claims When presenting or discussion the Infinitus US Compensation Plan, Distributors must make clear to prospective Distributors that financial success in Infinitus US requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to: It s a turnkey system. The system will do the work for you. Just get in and your downline will build through spillover. Just join and I will build your downline for you. The company does all of the work for you. You don t have to sell anything. All you have to do is buy your products every month. The above are just examples of improper representations about the compensation plan and the Company s program. It is important that you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as a Distributor without commitment, effort, and sales skill Unauthorized Product Claims Distributors may not make any other product claims or representations regarding Infinitus US products except those that are specifically contained in official Infinitus US s literature or on the Infinitus US website. Such claims or representations may only be repeated or republished in exactly the same format as that published by Infinitus US and the claim must be republished in its totality. 16

17 No claims (which include personal testimonials) as to therapeutic, curative or beneficial properties ( Health Claims ) of any products offered by Infinitus US may be made except those specific claims contained in official Infinitus US literature, and consistent with the current labelling of such product. Such claims may only be repeated or republished in exactly the same format as that published by Infinitus US and the claim must be republished in its totality. Health Claims includes any claim that Infinitus US products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases, or that Infinitus US products are manufactured, sold or represented for use in the diagnosis, treatment, mitigation or prevention of disease or other medical condition Direct Sales Sales Order Form All Distributors making person-to-person sales to customers shall ensure that the customer is provided with the then current copy of the Infinitus US Sales Order Form, properly completed, and signed by both the Distributor and the customer. The Sales Order Form sets out, among other things, the Buyer s Cancellation Right afforded to the customer under state and federal law. Distributors must ensure that all information fields in the Sales Order Form are completed, including the following: (1) the date of the transaction; (2) name and address of the selling Distributor; and (3) the signatures of the selling Distributor and the customer, and the location where the Form was signed. In addition, the Distributor shall provide the customer with TWO copies of the order form and orally inform the customer of his or her cancellation rights. Distributors are required to keep a copy of each Sales Order Form for their own records, and shall be required to retain same for a period of at least seven (7) years Direct Sales Internet Fulfilment (Electronic Receipt) Where a customer places an order through a Distributor s replicated website or equivalent e-commerce application (an Internet Fulfillment sale), the customer will be required to positively accept the sales contract during the order process, and will thereafter be provided with an Electronic Receipt providing printable evidence of the sales contract, and otherwise providing disclosure as required by provincial law. Distributors will be provided with a copy of each Electronic Receipt for their own records, and shall be required to retain same for a period of at least seven (7) years. In the event of an Internet Fulfillment sale, Infinitus US shall treat the information entered into the Distributor s replicated website or equivalent e-commerce application as a purchase order by the Distributor to Infinitus US, for the goods or services so entered, and as evidence of the Distributor s intended resale of such goods or services to the Distributor s customer, as named or provided for in the information so entered. Infinitus US shall be authorized to process the sales invoice and other fulfilment documents on behalf of the Distributor to reflect the Distributor s Internet Fulfilment sale to the Distributor s customer. Infinitus US shall be further entitled to drop-ship all such Internet Fulfilment sales directly to the Distributor s customer, and the Distributor authorizes Infinitus US to engage such common carriers, at Distributor s reasonable expense, to effect same Independent Contractor Status Distributors are independent contractors. The agreement between Infinitus US and its Distributors does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Distributor. Distributors shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Distributors are responsible for paying local, state, and federal taxes due from all compensation earned as a Distributor of the Company. The Distributor has no authority (expressed or implied), to bind the Company to any obligation. Each Distributor shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Agreement and applicable laws. In all written, graphic, or digital material used for Infinitus US business purposes, Distributors must represent themselves as an Independent Infinitus US Distributor. In verbal conversations with prospective Distributors and customers, Distributors must introduce themselves as an independent Infinitus US Distributor. Distributors shall not lead anyone to believe that they are employees of Infinitus US. 17

18 2.18 Taxes and Withholding Obligations Income Taxes - Each Distributor is responsible for paying local, state and federal taxes on any income generated as an Independent Distributor. If a Distributor s Infinitus US business is tax exempt, the Federal tax identification number must be provided to Infinitus US. Every year, Infinitus US will provide an IRS Form 1099 MISC (Nonemployee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000. Infinitus US cannot provide Distributors with any personal tax advice. Distributors should consult with their own tax accountant, tax attorney, or other tax professional. Sales Taxes - Infinitus US is required to charge sales taxes on all purchases made by Distributors and customers, and remit the taxes charged to the respective states. Accordingly, Infinitus US will collect and remit sales taxes on behalf of Distributors, based on the suggested retail price of the products, according to applicable tax rates in the state or province to which the shipment is destined. If a Distributor has submitted, and Infinitus US has accepted, a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the Distributor. Exemption from the payment of sales tax is applicable only to orders that are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop-shipped to another state. Any sales tax exemption accepted by Infinitus US is not retroactive Non-solicitation Infinitus US Distributors are free to participate in other network marketing programs. However, during the term of this Agreement and for one year thereafter, with the exception of a Distributor s personally sponsored downline Distributors, a Distributor may not directly or indirectly Recruit other Infinitus US Distributors for any other network marketing business. The term Recruit means the direct or indirect, actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, another Infinitus US Distributor to enroll or participate in another network marketing opportunity. This conduct constitutes Recruiting even if the Distributor s actions are in response to an inquiry made by another Distributor or customer. If a Distributor is engaged in other non-infinitus US business or Network Marketing program, it is the responsibility of the Distributor to ensure that his or her Infinitus US business is operated entirely separate and apart from all other businesses and/or Network Marketing programs. To this end, the Distributor must not: Display Infinitus US promotional material, sales aids, or products with or in the same location as, any non- Infinitus US promotional material or sales aids, products or services (Pinterest and similar social media sites are exempt from this policy). Offer the Infinitus US opportunity, products or services to prospective or existing customers or distributors in conjunction with any non-infinitus US program, opportunity or products. Offer, discuss, or display any non-infinitus US opportunity, products, services or opportunity at any Infinitus US-related meeting, seminar, convention, webinar, teleconference, or other function. Infinitus US and Distributor agree that any violation of this policy shall cause Infinitus US immediate and irreparable harm for which there is no adequate remedy at law, and the injury to Infinitus US shall outweigh the potential injury to Distributor, and therefore Infinitus US shall be entitled to immediate equitable emergency relief and permanent equitable relief to prevent further violations of this policy Dispute Resolution A. Confidential Arbitration. Except as otherwise provided in the Agreement, any controversy or claim that arises out of or relates to the Agreement, the breach thereof, or the Infinitus US business shall be resolved through confidential arbitration. THE PARTIES WAIVE RIGHTS TO A TRIAL BY JURY OR TO ANY COURT. The arbitration shall be filed with, and administered by JAMS in accordance with its Rules and Procedures, which are available on JAMS website 18

19 at Copies of JAMS Rules and Procedures will also be ed to Distributors upon request to Infinitus US s customer Service Department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions: The Federal Rules of Evidence shall apply in all cases; The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure; The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure; The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of New York, without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement and the Infinitus US business; The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days; The Parties shall be allotted equal time to present their respective cases; Each party shall be responsible for paying its/their own attorney s fees, expert witness fees, and professional fees, and their respective expenses, associated with prosecuting the case; If you institute arbitration against Infinitus US, the only arbitration cost you will be required to pay is $250. All other arbitration costs shall be paid by Infinitus US including any remaining JAMS Case Management Fee and all professional fees for the arbitrator's services. If Infinitus US initiates arbitration, Infinitus US will be responsible to pay all costs associated with the arbitration; An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based; The parties, their respective agents and attorneys, and the arbitrator shall maintain the confidentiality of the arbitration proceedings and all evidence associated with the arbitration, and shall not disclose to any third party: The substance of, facts underlying, or basis for, the controversy, dispute, or claim; The substance or content of any settlement offer or settlement discussions or offers associated with the dispute The pleadings, the content of any pleadings, and exhibits to the pleadings, filed in any arbitration proceeding; The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration; The terms or amount of any arbitration award; The rulings of the arbitrator on the procedural and/or substantive issues involved in the case. B. Emergency Relief. Either party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of the Agreement. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at or by contacting the company at CS.Global@infinitus-int.com. The parties agree that any violation of the nonsolicitation provisions in section 2.19 above shall cause Infinitus US immediate and irreparable harm for which there is no adequate remedy at law, and the injury to Infinitus US shall outweigh the potential injury to Distributor, and therefore Infinitus US shall be entitled to immediate equitable emergency relief and permanent equitable relief to prevent further violations of this policy. The confidentiality obligations and liquidated 19

20 damage provisions for breach of the confidentiality obligations of this arbitration provision shall apply to all actions seeking emergency and/or equitable relief. C. Disputes Not Subject to Arbitration Small Claims. A Distributor may seek remedies in small claims court for disputes or claims within the scope of the jurisdiction of the small claims courts in the jurisdiction in which the Distributor resides so long as it is the only forum in which the dispute is pending. Action to Enforce Arbitration Award or Order. Either party may bring an action in a court properly vested with jurisdiction to enforce an Arbitration award or order, including but not limited to an order for emergency relief. D. Class Action Waiver. All disputes arising from or relating to the Agreement, or arising from or relating to the Infinitus US business, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any arbitration or lawsuit against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as a Distributor. Submit your written opt-out notice to the Company at37/f, Infinitus Plaza 199 Des Voeux Road Central Hong Kong. E. Remedies. Remedies available to Distributors under U.S. federal laws and the state and local laws of the Distributor s state shall remain available to Distributors in any arbitration proceeding. F. Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration provision, the non-breaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys or agents breach the confidentiality provisions of this provision, the non-breaching Party shall be entitled to liquidated damages in the amount of $10, per violation, and $25,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each allegation, pleading, claim or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a Party to disclose evidence or allegations relating to the dispute to any individual who is, or who may be, a witness to the dispute. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this provision shall restrict or limit a Party s right to recover liquidated damages as set forth in the Agreement Louisiana Residents. Notwithstanding the foregoing, and the arbitration provision set forth above, residents of the State of Louisiana shall be entitled to bring an action against Infinitus US in their home forum and pursuant to Louisiana law. 20

21 CHAPTER 3 - RULES & RESPONSIBILITIES OF INFINITUS US DISTRIBUTORS In addition to compliance with the above Policies and Procedures, all Infinitus US Distributors are required to abide by the Rules and Responsibilities of Infinitus US Distributors ( R&R ) at all times and while conducting business with the Company. Every Infinitus US Distributor agrees to the following: 1. To abide by all the Policies and Procedures and Rules & Responsibilities with integrity, honesty and sincerity whilst conducting Infinitus US businesses. 2. To not act in any way that will tarnish the reputation of the Company, the industry and other Distributors. 3. To explain / present the Infinitus US Marketing Plan with accuracy and honesty as well as provide a clear and complete explanation regarding the levels of efforts required to achieve success. 4. To not spread any negative or doubtful Information or tarnish the reputation of the Company, its products, the Management or staff of the Company or other Distributors for my own personal gains. 5. To respect wholly, the principles of the direct-selling business. 6. To not use the business name, information, communication materials, articles, advertising materials and events or other related Company materials for the benefit of other businesses. 7. To give my best to ensure that all the customers and Distributors under my sponsorship are satisfied with the Company products and services rendered. 3.1 Qualifications to become an Infinitus US Distributor a) Anyone who is aged 18 years and above who is a US citizen or Permanent Resident residing in the United States is eligible to apply to become an Infinitus US Distributor. In addition, a Business Entity such as a corporation, limited liability company (LLC), partnership, or trust may apply to become an Infinitus US Distributor. Such business entities must submit a properly completed Business Entity Addendum form to the Company within 60 days of the date of enrollment. b) The Company reserves the right to reject any application without prior notice or reason. c) All applicants must be sponsored by a sponsor who is an existing valid Infinitus US Distributor. d) Only one Distributorship per household is permitted; however, legally married couples can apply together for one single Distributorship. e) A complete Application form is to be submitted to Infinitus US for approval. f) Purchase a new Distributor Starter Kit and provide Infinitus US with a photocopy of their identification. 3.2 Term and Renewal of the Agreement The term of the Independent Distributor Agreement is one year from the date of enrollment. As long as the Distributor is active (has generated the minimum PV) during the year, the Agreement shall renew for a subsequent one year term and shall likewise renew thereafter. No fees or payments are required to renew the Agreement. A Distributor may cancel the Agreement at any time by sending written notice of cancellation to Infinitus US. 3.3 Bonus Payments a) All bonuses will be calculated on a monthly basis for the respective PV month and banked-in before 20th of the following month or such date as Infinitus US may deem fit. All Distributors are required to provide a valid bank account number upon registration to which all bonus payments will be made and Infinitus US will charge a nominal fee for each transaction. The fee is subject to change without prior notice. 21