IT WORKS! DISTRIBUTOR AGREEMENT TERMS & CONDITIONS AUSTRALIA/NEW ZEALAND

IT WORKS! DISTRIBUTOR AGREEMENT TERMS & CONDITIONS AUSTRALIA/NEW ZEALAND Compensation Plan Policies and Procedures I. DEFINITIONS IW Marketing International Australia Pty. Ltd. [ACN: 167 607 070] trading as It Works! and shall be referred to as It Works! or the Company throughout this Agreement. Distributor refers to independent contractors that have the right to purchase the Company s products and offer them for sale in accordance with the Policies & Procedures and the Compensation Plan. Independent contractors pay an administrative fee and build organisations that sell company products and that may produce ongoing sales commissions. II. AGREEMENTS Under the Terms of this Agreement, the Distributor acknowledges and agrees as follows: 1. The Distributor acknowledges they have carefully read and agree to comply with the Terms of this Agreement, the Policies & Procedures and the Compensation Plan (these three documents shall be collectively referred to as the Agreement and referred to separately as required). The Distributor acknowledges they must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from It Works!. In accordance with the Policies & Procedures, the Distributor acknowledges that these Terms & Conditions, the Policies & Procedures, and the Compensation Plan may be amended at the sole discretion of It Works! and the Distributor agrees to abide by all such amendments. The continuation of the Distributor s It Works! business or acceptance of bonuses or commissions shall constitute the Distributor s acceptance of any and all amendments. 2. If a sole trader, the Distributor agrees they are at least 18 years of age and/or in the case of a Distributor who is a partnership, trust or company, has an ABN or ACN and the appropriate authority to enter this Agreement. 3. The Distributor agrees to only submit one application per ABN/ACN. New Zealand Distributors must submit a valid passport or driver s licence number. The Distributor acknowledges that the use of another person s name, trade name, fictitious name, assumed name, corporation, partnership, trust, federal ID number, fictitious ID number, or other artifice or device to enable more than one position within It Works! is strictly prohibited and subject to immediate cancellation by the Company. 4. The It Works! Distributor is an independent contractor, and not an agent, employee, partner, legal representative, or franchisee of It Works!. The Distributor agrees that they are solely responsible for paying all expenses incurred by the Distributor, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. THE DISTRIBUTOR UNDERSTANDS THAT THEY SHALL NOT BE TREATED AS AN AGENT OR EMPLOYEE OF IT WORKS! FOR TAX PURPOSES. It Works! is not responsible for withholding, and shall not withhold or deduct from bonuses and commissions any taxes, UNLESS REQUIRED BY LAW. 5. The Distributor acknowledges that the sale of consumer products and services constitutes the primary business activities of It Works!. 6. The Distributor agrees to comply with all relevant State and Federal laws and regulations, to meet the Company s ethical standards, and to achieve satisfactory results in the Company s compliance training program. 7. The Distributor understands that if they fail to comply with the terms of the Agreement, It Works! may impose upon them disciplinary sanctions as set forth in the Policies & Procedures. 8. The Agreement, in its current form and as amended by It Works! at its discretion, constitutes the entire contract between It Works! and the Distributor. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect. 1

9. The Distributor acknowledges that Internet spamming (unsolicited commercial email) is an undesirable act, and It Works! does not permit the use of spamming. The Distributor agrees they will not will not participate in such acts. 10. The Distributor agrees not to make misleading or false, statements regarding It Works!, its products, business practices, or compensation plan. The making of false or misleading statements regarding the Company, its products, services, or other opportunities shall be grounds for termination of the Agreement between the Company and the Distributor. 11. The Company has carefully developed appropriate claims for its products ( Pre-Cleared Claims ), which are reflected in product labelling and authorised promotional materials. The Distributor may utilise Pre-Cleared Claims in product promotional statements (which include all types of product-related communications, including verbal and written communications). If the Distributor proposes to use claims in product promotional statements that are not Pre-Cleared Claims, the Distributor must provide such claims to the Company at least thirty (30) days prior to the proposed use. Claims that are not Pre-Cleared Claims may only be utilised in product promotional statements if the Company specifically authorises their use. Otherwise, use of any claims in product promotional statements that are not Pre-Cleared Claims is strictly prohibited and may result in termination of the Distributor Agreement. 12. The Distributor agrees to use only the words and descriptions contained in Company literature in selling the products (or services) offered by It Works!. The Distributor further agrees that neither the Distributor nor any representatives in its organisation will make any guarantees regarding income projections. Compensation generated through the Compensation Plan is strictly from sales of Company products and services. 13. The Distributor acknowledges and agrees if at any time the Distributor is contacted by the Media regarding the Company or its products or services that the Distributor will refrain and not attempt to respond. In such instance, the Distributor agrees to contact the Company immediately. 14. The Distributor acknowledges that It Works! reserves the right to suspend or terminate the Independent Distributor relationship with the Company at any time based on illegal or unethical business practices, violation of the terms of this Distributor Agreement, the Policies & Procedures, or the Compensation Plan as deemed reasonable by It Works! and upon termination this Agreement shall be null and void. In the event of cancellation, termination, suspension or nonrenewal, the Distributor waives all rights, including but not limited to property rights, to their former down-line organisation and to any bonuses, commissions or other remuneration derived through the sales and other activities of their former down-line organisation. 15. The Distributor acknowledges and agrees that in order to receive compensation within the Compensation Plan, the Distributor must qualify according to the terms of the Compensation Plan. Commissions will be paid only on the sale of products and services offered by or through It Works! as set forth in the Compensation Plan. No commissions will be paid for recruiting or head hunting activity. 16. The Distributor agrees that any use of the It Works! name, intellectual property, logo, or other such official materials of the Company must be approved by the Company. 17. The Distributor agrees that they may not transfer, sell, assign, nor convey their position with It Works! without written consent of It Works!. If approved by the Company, the Distributor will be charged a transfer fee as set out in the Policies & Procedures. 18. In the case the Distributor is a natural person, the Distributor acknowledges and agrees that upon their death, their distributorship may be passed on via the Distributor s Will and Testament in accordance with the Policies & Procedures. 19. It Works!, including but not limited to any of its affiliates and/or subsidiaries, may transfer or assign this Agreement in its sole discretion. In the case that the Distributor does not accept the transfer or assignment, they may provide written notice that they wish to terminate this Agreement. In the event of such notice being provided, the termination will become effective immediately. 20. The Distributor hereby gives express consent to the Company to send them e-mail messages, text messages, and/or notify them by phone or facsimile regarding its products, services, compensation, and offer other topics that the Company determines may be of interest or benefit to them. The Distributor agrees that their receipt 2

of such messages will not be deemed a violation of any federal or provincial legislation or regulations. III. LIABILITY AND INDEMNITY 1. It Works!, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as Affiliates ), shall not be liable for, and the Distributor releases and covenants not to sue It Works! and its Affiliates from, all claims for any claims, liability obligations, expenses, or damages (including for consequential losses) arising out of any representation made by the Distributor in connection with It Works!, its products, business practices, and the Compensation Plan. The Distributor further agrees to release It Works! and its Affiliates from all liability arising from or relating to the promotion or operation of the Distributor s It Works! business and any activities related to it (e.g., the presentation of It Works! products or the Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agrees to indemnify It Works! for any liability, damages, fines, penalties, or other awards arising from any unauthorised conduct that the Distributor undertakes. 2. The Distributor further agrees to hold It Works! harmless for any delays and failures in performance of its duties under this Agreement due to circumstances beyond the reasonable control of the Company, including, but not limited to, software performances, payment of commissions, and product and technology issues. IV. AUTO-SHIPMENT TERMS AND CONDITIONS 1. By electing to participate in the It Works! autoshipment program, the Distributor authorises It Works! to charge payment for the Distributor s autoshipment orders to the credit card provided, including shipping, handling and applicable sales taxes. 2. The Distributor may change autoshipment order selections, method of payment, or the authorised amount, by submitting a ticket to It Works!. It Works! reserves the right to change its prices associated with its products without notice. 3. Autoshipment participation and payment authorisation will remain in effect until the Distributor: (A) elects to alter or change any aspect thereof; or (B) sends, in writing, cancellation to It Works! by submitting a ticket via esuite or calling Customer Support (Notice must include your name, address, and Distributor ID Number). Notice of cancellation must be received at least two (2) business days prior to the Distributor s scheduled autoshipment to avoid charges for that month. If a cancellation notice is received within such time period, cancellation will become effective in the month following the month in which notice of cancellation is received by It Works! V. IT WORKS! REFUNDS AND RETURNS POLICY It Works! consumer goods come with guarantees that cannot be excluded by relevant Australian and New Zealand Laws and Regulations. Purchasers are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. Purchasers are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. 1. As It Works! products produce different results for different people, It Works! does not guarantee specific results nor offer a money back guarantee. Customers should follow the directions with each product received. 2. The Customer is responsible for all return shipping costs. 3. To receive a refund, all items must be returned within thirty (30) days of the ship date in an unopened and/or new condition. 4. Distributors may only return product for product credit unless they are cancelling their Distributorship. 5. In the case of Distributor resignation or termination, the Distributor has sixty (60) days (or longer where required by law) from the ship date to return products for a refund. 6. When returning an order, the Customer must use a traceable shipping method. It Works! is not liable nor responsible for the shipping costs of returned products or any return shipments that may be lost in transit to 3

the Returns Processing Centre. 7. To receive a replacement item or a refund on incomplete or defective items, the Customer must report the matter within sixty (60) days from the date of delivery and the incomplete or defective items must be made available for inspection at the Returns Processing Centre. 8. Refused orders are defined as orders that are refused upon delivery, returned to sender, undeliverable or that have an insufficient address. In Australia and New Zealand, a refused order is assigned a $10 (+GST) refusal fee that is deducted from the return order processing. Refusal fees are applied to orders to offset return shipping costs and return processing charges. Refused orders could take up to ninety (90) days to reach the Returns Processing Centre. 9. In the event that taxes are paid at the border and cannot be recovered, taxes will not be reimbursed. 10. Returning an order to It Works! will not automatically cancel monthly autoshipment orders. Autoshipment orders can be cancelled through the Customer s online account at www.itworksau.com by submitting a ticket, or by calling the local Customer Support number. All autoshipment changes must be completed at least two (2) business days prior to the next autoshipment process date. 11. The full value and Bonus Volume (BV) of items kept from a stocked package (several products grouped under one item name/number) will be deducted from the refund on the returned order. 12. Once the returned order is received and inspected at the Returns Processing Centre (usually within 10 business days), a refund will be processed to the original credit card used at the time of purchase. Depending on the credit card company, it may take an additional 2-10 business days after a refund is applied for monies to post to the Customer s account. 13. All returns must be accompanied with the original, or a copy of the original, packing slip, if not, a refund cannot be guaranteed. 14. All apparel and merchandise should be returned in original packaging and in new condition. If opened, the items must be in new condition and accompanied by original packaging with all original tags still attached. New condition is defined as being without any alterations, defects or damages that would prevent the resale of the item. 15. If an item is returned that is not eligible for refund, you will be notified by Customer Support. 16. All items sold at the It Works! events must be returned at the time and place of the event. 17. All business materials ( Biz Tools ) must still be resalable condition, complete, unopened and in the original packaging in order to process a return and/or refund. 18. No returns will be accepted or refunds processed for personalized or customized items. 19. There will be a 15% restocking fee applied for all returned apparel and merchandise. 20. Returns can take up to thirty (30) business days from being received at the Returns Processing Center to be refunded. 21. To exchange products, Customers can call Customer Support, or Loyal Customers or Distributors can log into their online account and submit a ticket, within thirty (30) days of delivery to specify which product they would like to return and which products they would like to purchase as an exchange. Exchange orders should be placed prior to Customers returning their original items for exchange and refund and to avoid interruption of their autoshipment services. 22. For additional information specific to Distributors please see the It Works! Policies & Procedures and the It Works! Distributor Terms & Conditions. 23. For additional information specific to Loyal Customers and Retail Customers please see the It Works! Loyal Customer and Retail Customer Terms & Conditions. PRODUCTS MUST BE RETURNED TO: IW MARKETING INTERNATIONAL AUSTRALIA PTY LTD 7 Eucalyptus Place Eastern Creek, NSW 2766 Australia 4

VI. DISPUTE RESOLUTION AND JURISDICTION 1. If there is any conflict between the Distributor Terms & Conditions and the Policies & Procedures, the Distributor Terms & Conditions shall prevail. 2. This Agreement will be governed by and construed in accordance with the laws of NSW, AUSTRALIA without regard to principles of conflicts of laws and the parties consent to venue in the same jurisdiction. 3. In the event of a dispute between a Distributor and It Works! arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through mediation as more fully described in the Policies & Procedures. If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies & Procedures AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, the parties irrevocably give up the right to seek legal remedy in a court of competent jurisdiction. 4. Notwithstanding the foregoing It Works! shall be entitled to bring an action before any Court with applicable jurisdiction, seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or distributor lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. 5. It Works! shall not be obligated to engage in mediation as a prerequisite to termination of the Agreement in the event of a breach of the Agreement by a Distributor. 6. Any waiver by It Works! of any breach of the Agreement must be in writing and signed by an authorised officer. Waiver by It Works! of any breach of the Agreement by the Distributor shall not operate or be construed as a waiver of any subsequent breach. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect. DECEMBER 2016 Australia Customer Support: 1-(800) 750-398 New Zealand Customer Support: 0800-995095 Customer Support Hours of Operation: (Hours are based on the AU Eastern Standard/AU Eastern Daylight time zone for Sydney, Australia) Monday Friday: 8:00 to 19:00 AEST/AEDT 5