Policies & Procedures - ViSalus

Policies & ProceduresI. Requirements toBecome an IndependentPromoter (IP)Legal Age:All persons applying to becomean Independent Promoter (IP)must be eighteen (18) years ofage or older.ID Agreement:All IP’s must submit anIndependent PromoterApplication, which ViSalus mustaccept, to register with ViSalusand to receive commissions.IdentificationRequirements:All Promoters will be givenunique Promoter IdentificationNumbers that will be usedto track all transactions andcommunication with ViSalus. Allpersonal information, includingSocial Insurance Numbers anddrivers license numbers, whichViSalus may have, will be keptstrictly confidential, except whereappropriately and legally requiredfor submission to governmentagencies.II. Legal Entities as IP’sCorporations &Partnerships:To become a new IP as acorporation or partnership,or to change status, onemust complete and submitthe Corporation EnrollmentInformation document, alongwith their Independent PromoterApplication. This includes, whereapplicable, providing copies ofcorporate certificates, articles ofincorporation, and all businessnames registrations, and thenames and residential addressesof each partner, shareholder,director, and/or officer. Theperson who submits the formmust be authorized to enterbinding contracts on behalf ofthe partnership or corporation.It is not permissible for partnersor shareholders of an applyingpartnership or corporation tohave been or to currently beIP’s of another partnership orcorporation which is or was anIP within one (1) year precedingthe execution of the IndependentPromoter Application. If so desired,written notification of resignationof position must be received byViSalus and be on file for no lessthan one (1) year in order for therequest to be approved. Subjectto the approval of ViSalus at itssole discretion, if an active IPdesires to change status from anindividual to that of a partnershipor corporation, this policy doesnot apply, providing there is norequest for change of sponsoring/referring IP.. A partnership orcorporation may become an IPsubject to review and approvalby ViSalus. However, no individualmay participate in more than one(1) position in any form.Marriages:Spouses may operate as IP’s jointlyor separately. If they desire twopositions, one must be the enrollerof the other. Should a spouseoperating an IP jointly divorce;ViSalus must be notified as to howthe business is to be managed.All requests regarding changes ofnames or Identification Numbersof the IP position must besubmitted to Promoter Relationsin writing and agreed to by bothparties. ViSalus reserves the rightto verify all authorizations prior tomaking any changes. If the partiescannot agree on how the businesswill be managed, Visalus reservesthe right to continue to service theIP at its sole discretion, includingwithout limitation, the right toservice one spouse as the IP. .III. Position Terminationand CancellationTermination:To cancel an IP Agreement orresign as an IP, you must mail,email, or fax, your request toViSalus Promoter Relationswith a signature. To reactivate aposition, a written request must besubmitted to Promoter Relationsalong with any past PromoterAdministration Fees due. If yourequest your Promotership to becanceled or terminated and laterdecide that you would like toreactive a Promotership, you mustwait a minimum of 12 monthsfrom the deactivation date. This12 month waiting period does notapply to Promoters who have beenmigrated to Customer accountsdue to failure to comply with theannual Promoter AdministrationFee policy.Willing/Transferring orSelling an ID Position:IP positions may be transferred toanother individual or corporationby sale or bequest. If an IP decidesto sell his or her independentbusiness, he or she must provideViSalus with the followingdocuments for ViSalus’ review andapproval, failing which ViSalusmay terminate the IP Agreementwithout advanced notice:1. Sale of PromotershipDocument2. New Independent Promoter(Promoter) Application,signed by the purchaser3. Copy of the purchaser’sregistered business name(s)(if applicable)4. If the purchaser is apartnership or corporation,all applicable documentspursuant to Section II of thesePolicies and Procedures5. Twenty-Five ($25.00 USD)transfer fee payable to ViSalusIn addition, the IP selling ortransferring their position cannotbe involved in the act of crossline recruiting subsequent to thesale or transfer of the position. Inthe event that ViSalus determinesthat the seller is guilty of cross linerecruiting, the IP Agreement shallterminate immediately.IV. Rights of IP’sQualifications forCommissions and BonusesFor more details please see yourcompensation plan manual.Note: ViSalus reserves the rightto promote and demote IP’s atany time.Debits:IP’s are not required to subscribe orto purchase any product or serviceof any company with whichViSalus contracts, or to purchaseor subscribe to any product orservice that ViSalus itself providesin order to receive commissions.However, if an IP chooses to do so,they will pay all billing when due.If an IP becomes more than sixty(60) days past due on any bill forservice or products provided byViSalus or a company with whichViSalus contracts, the IP may haveany cheque debited in order tocover the past due amount. TheIP’s position may be subject totermination..Cheque Minimumsand Surcharge:All cheques issued by ViSalusare subject to a minimum ofTwenty dollars ($20.00 USD).Commissions and bonuses belowTwenty dollar ($20.00 USD) areheld in escrow. Additionally, allcheques are subject to a Threedollar ($3.00 USD) administrationfee. Minimums and surchargesalso apply to all direct depositpayments.

Policies & ProceduresDirect Deposit:ViSalus offers the option to receivecompensation through directdeposit. IP’s who prefer directdeposit will be responsible forproviding correct bank accountinformation to Visalus provided ineach promoter’s back office.Cheque Reissues:Should an IP experience a delay inthe receipt of his/her cheque andwishes to be issued a new cheque,the IP will be responsible for astop payment fee of Thirty dollars($30.00 USD) for the cancellationof the original cheque and thatfee will be deducted from thereplacement cheque.Annual Administration Fee:A $25 USD Annual AdministrationFee will be charged to my creditcard on file with ViSalus. This fee isfor services, which include, but arenot limited to, downline reporting,customer tracking and accountingservices. The Administration Feewill be charged in the month of myenrollment anniversary and if notpaid will result in my IndependentPromotership being placed onFinancial Hold for up to 120 days.IF the Administration Fee remainsunpaid 120 days after it was due,my Independent Promotershipwill be terminated and I will forfeitany commissions that were heldsince the time I was placed onFinancial Hold. If my IndependentPromotership is terminated, Iunderstand that I must re-enrollas a brand new IndependentPromoter and will not be placedback in my original spot if I wish topursue the ViSalus opportunity.Ordering, Payment,Shipping and ReturnPoliciesData entry procedures:IP’s and Customers can placeorders or enter new IP’s directlythrough the online system. Anyorders placed by 11:59PM PSTwill be counted towards thatsame day’s production. Faxedproduct orders and IP agreementsare entered into ViSalus’ systemon the business day thatthey are received. Paperworkreceived after 4:00PM EST will beprocessed the following businessday. All illegible or incorrectlycompleted paperwork will bemarked as “pending” and delayedin processing. Orders will beprocessed as received; therefore,IP’s should contact ViSalus tocheck on a “missing order” beforesubmitting more than once.Paperwork must be 100% correct.It is the IP’s responsibility to verifythe accuracy of the informationof any new IP’s you sponsor orany customers acquired. ViSalusemployees make every attemptto read handwriting, however ifdocuments are illegible ViSaluscannot guarantee that they willbe processed.Methods of Payment/Delivery:To process an order for productsand materials, simply place anorder via shopping cart online orcall, fax or mail your order to theOrder Entry Department. All majorcredit cards are accepted. Debitcards with Visa or MasterCard logoare also accepted. To pay for yourorder by money order, call ViSalus’Order Entry and request a “quote”for your order. When mailing themoney order, simply supply theorder number given at the timeof the quote or reference theterm “quote” and the order willbe shipped the day payment isreceived.All ViSalus orders are shipped viaCanada Post, Canpar, or UPS. (UPSorders cannot be shipped to a P.O.Box). Expedited Service is availablefor an additional charge. IP’s whowould like to pick up orders maydo so Monday through Friday from9:30AM–5:30PM EST at ViSalusheadquarters in Troy, MI, or asmay otherwise be announced byViSalus. It is recommended to callin advance so your order is readyfor pickup.Wholesale:As a benefit for being an IP withViSalus Sciences, we have createda way for you to purchase all ofViSalus Sciences’ products at awholesale price, providing youwith an incredible opportunity toearn additional income when youretail at the Suggested Retail Price.There are no requirements toreceive the Wholesale Priceother than being a registeredpromoter with ViSalus Sciences.Products purchased at wholesaleprice can be received monthlyby placing them on the optionalAuto-Ship Advantage Program forconvenience and efficiency.ViSalus Sciences reserves the rightto limit IP orders in a one-monthperiod regardless of paymentmethod. We do not suggest orcondone the practice of orderinglarge quantities of inventory forthe sole purpose of attemptingto qualify for a position in theViSalus Compensation Plan. Toprotect against this, we reservethe right to monitor all accountactivity on a monthly basis andreserve the right to investigateor take disciplinary action shouldwe believe such practices may betaking place.Preferred Customer Pricing:Preferred Pricing is offered to allViSalus customers who wouldlike to receive specific productsfrom ViSalus on a monthly basis.As a benefit to outside preferredcustomers who sign up for ViSalusSciences’ Auto-Ship Advantageprogram and ViSalus Sciences’other great products. PreferredCustomers are instantly a part ofthe Auto-Ship Advantage programand therefore count toward the IPrequirement of 125 points in Auto-Ship volume.Suggested Retail Pricing:ViSalus Sciences’ SuggestedRetail Pricing is the designatedvalue of each ViSalus product.ViSalus Promoters who purchaseproducts at the wholesale priceare recommended to use theSuggested Retail Price whenselling products for a retail profit.All customers who order throughViSalus directly and who are notenrolled as a Preferred Customeron the Auto-Ship AdvantageProgram will pay the SuggestedRetail Price for each product.Any products purchased onetime at Retail Price will not counttoward the Promoter 125 pointAuto-Ship qualification, but willcount towards the 200 pointPQV Qualification. See ViSalus’Compensation Plan for furtherdetails.Changes on aCustomer’s Account:To add or remove products to anAuto-Ship order online, customersand Promoters must log into theirback offices and make the desiredchanges at least 5 days prior toshipment. Changes may also befaxed or emailed into Data Entry5 days prior to the shipment date.Changes made during or after the5 day period may not take effectuntil the following month.Return Policy:ViSalus stands behind all of itsproduct offerings and will accepta return of products that are notto our customer’s satisfactionincluding products which thecustomer cannot utilize dueto medical reasons using thefollowing guidelines:

1. Exchanges for the sameproduct will be made forproducts that may havebeen damaged in transit.2. Products which have beenpurchased for the firsttime and don’t meet ourcustomer’s satisfaction canbe returned within 30 days ofdelivery for a full refund lessshipping and handling.3. Returns of all other productmust be made within 30 daysof delivery of product ordersin order to receive a refundfor the value of the saleableproduct returned.4. Packages returned due tounsuccessful deliveries (i.e. 3delivery attempts, customermoved, customer gaveincorrect or incompleteaddress) may be subjectto additional shipping andhandling charges to have theproduct resent.5. Compensation of anytype that has been paid toPromoters on products thatare ultimately returned toViSalus must be refundedby the IP to ViSalus. ViSalusreserves the right to deductsuch previously paidcompensation from futureCommission payments tosuch IP.ViSalus PromotershipCancellation Policy:An Independent Promoter whocancels their Promotershipwithin 30 days of enrollmentmay return unused productswhich are unopened and inresalable condition. A refundwill be issued for the cost ofthe ViSalus Promotership ($49USD) and the value of unusedand saleable products If anIndependent Promoter cancelstheir Promotership within theirfirst year but more than 30 daysafter their enrollment date, thesame guidelines apply howeverreturned, saleable products willresult in a product credit equalto the discounted value of thoseproducts but will be subject to arestocking fee. Notwithstanding,an IP may return product within30 days of the delivery pursuant tothe standard return policy.Return Procedure:A Return Pre-AuthorizationNumber is necessary for a returnto be processed. The Customer orIP is required to contact ViSalusto obtain a Pre-AuthorizationNumber. This number mustbe written on the RefundAuthorization Form that is tobe sent back to ViSalus with thereturned product in order forthe return to be processed. Ifa package is returned withouta Return Pre-AuthorizationNumber, the information will bedocumented and the Customeror IP will be required to call andprovide further information as towhy the package was returned.Unauthorized credits will notbe issued when a packagedis returned.Customer Service 8:00AM–8:00PMEST Monday–Friday 877–VISALUSInvalid Preferred Order Policy:Sending in preferred customerorders on the optional autoshipprogram without the customersconsent is a serious offense.Invalid Preferred Customer ordersare defined as orders sent in aspreferred customer orders forany purpose without the writtenauthorization from the customer.Sending in a preferred order whena customer stated that they wouldlike to try the product one timefalls under credit card fraud and/or forgery. These allegations bythe customer will be investigatedand proper action taken as statedunder the Invalid Preferred OrderProcedure. ViSalus will not hinderany investigation or legal actiona customer may choose to takeagainst such cases.Invalid PreferredOrder Procedure:If a customer calls in to inquirewhy they received a secondshipment of an order that theyonly wanted once, the customerwill be asked to submit a signaturesample (via identification card)which will be compared to theoriginal order form. If it is a match,the customer authorized preferredshipments and no credit is issued.If the signature does not match, afull credit is issued to the customerand the IP will be penalized asfollows:1 st offense: The IP will receivea warning and a formal letteris sent out. ID will be debitedfor any shipping and handlingcosts associated with thatorder.2 nd offense: The IP is sentanother letter advising themof a one month suspension,during which time allcommissions are forfeited. Inaddition, any shipping andhandling costs will be debitedto the IP.3 rd offense: Letter ofdeactivation is sent, the IP isdeactivated and commissionsare withheld indefinitelyV. Obligations of IP’sChange of PersonalInformation:Change of Personal Information:IP address information mustbe current and accurate inthe system. ViSalus is notresponsible for mail delays dueto inaccurate and non-currentresidence information for IP’s.IP’s must report any changeof address via their My ViSalusBusiness site or by fax or emailto Promoter Relations. Shouldmail be returned to the homeoffice because of failure to notifyViSalus of an address change, theIP is placed on inactive status.Independent Contractors/Expenses/ Indemnity:All IP’s are responsible for anyand all expenses, which resultfrom their business operation.Miscellaneous expenses include,but are not limited to: licensesor permits required operating abusiness, legal fees, telephoneexpenses, product advertising,fines for not complying withapplicable laws etc. No IP shallinvolve ViSalus in any contractualrelationships to their business.IP’s cannot and will not sign anycontract, rent or lease officespace or equipment, open anybank account, secure credit,cash any negotiable instrument,make any purchases or enter intoagreements of any kind in thename of ViSalus. Such practices aresubject to IP position termination.Each IP shall hold ViSalus harmlessfrom any claims, damages,expenses or liabilities arising outof said IP’s business practices,including attorney fees arising outof actions or conduct in violationof this agreement.Claims and Representations:All IP’s begin with an equalopportunity for income. IP’s willnot make any statements orrepresentations regarding ViSalusservices and/or products otherthan those provided in thesePolicies and Procedures and otherprinted material available byViSalus specifically.1. When an Agreement issigned, you become a selfemployed,independentcontractor. IndependentPromoters do not workfor ViSalus, they work

Policies & Procedureswith ViSalus, and hencethey are not employeesof the company. IP’s shallnot confuse or create arelationship of employee/employer, agency,partnership or joint venturebetween any participant,referring IP and ViSalus. Anyimplication or claim that anIP or prospective IP is or willbe employed by ViSalus isprohibited.2. IP’s shall make no claim orinference as to what may beearned. No guarantees of anyincome or assurances of anyprofits or success are madeby ViSalus. Furthermore, anyprofits or success resultingfrom activities as an IP willonly be from the sales volume,products or services offeredby ViSalus and any successachieved will be basedsolely upon the IP’s efforts,commitment, and skill.In the event a question shall ariseconcerning the legal complianceby ViSalus, such question shall besubmitted to ViSalus in writing.Reporting of Taxes:IP’s are not considered employeesfor purposes of paying taxes. Itis the responsibility of each IPto make self-employment andIncome Tax payments as requiredby law. As such, ViSalus does notdeduct any personal taxes fromcommissions and/or bonuses.At the end of the year, ViSalusprovides each IP with theirearnings summary.Returned Cheque Policy:ViSalus will deposit cheques onceand any remaining unpaid will besubject to a Twenty-dollar ($20.00USD) returned cheque fee. The IPwill be deactivated until they haveremitted, via credit card, moneyorder or cashier’s cheque only,the total amount of the returnedcheque plus the returned chequefee. Only upon receipt of thispayment will the IP be reactivated.While an IP is deactivated for areturned cheque, all commissionsand/or bonuses will be held untilViSalus has received the totalbalance due. If a period of 30 dayshas passed since a deactivationfor the NSF(not sufficient funds)cheque and the balance duehas not been remitted, allcommissions and bonuses payablewill be permanently forfeited.ViSalus may require that an IPwho has previously had a chequereturned for non-sufficient funds(NSF), remit all payments forfuture transactions via credit card,cashier’s cheque or money order.Commission Charge-backs:ViSalus pays commissions to theIP based on the previous month’svolume. In the event a productshould be returned, the IP will becharged back for any commissionsgenerated by the sale of thatproduct. The process will retractcommissions from the appropriateIP and the respective upline. Thischarge back will occur by debitingthe IP’s current monthly volumefor the product amount. This willoccasionally show a negativeamount for volume. To remainqualified for their position, anyvolume debited must be madeup through additional salesbringing the IP’s volume back upto qualifications defined within thecompensation plan.VI. PROHIBITEDPractices of IP’SViSalus conducts business in anethical and credible manner, andexpects all IP’s to work ethicallywith their customers, with eachother, and with the company.ViSalus permits no unethicalactivity and ViSalus will intervenewhen unethical behavior isevident. ViSalus reserves theright to use its best judgmentin deciding whether certain IPactivities are unethical and ifdetermined so, are grounds forterminating or deactivating theIP position. If for any reason anIP violates any of the terms ofthe Agreement and/or thesePolicies and Procedures, ViSalusreserves the right to immediatelydeactivate or terminate the IP’sposition. Such action by ViSaluswill terminate any and all rights ofthe IP and any further paymentsof any kind and is effective at thetime of said violation.Examples of unethical activityinclude, but are not limited to:1. Providing false informationon paperwork, such asforging signatures2. Cross-line recruiting (seebelow)3. Making false or misleadingrepresentations as topotential income, the actualuse or effect of ViSalus forms,the ViSalus relationship withits suppliers, or any otheruntrue statement regardingthe nature of ViSalus and itsbusiness operations4. Contacting any supplier orprovider with whom ViSaluscontracts without ViSalus’written authorization5. Writing bad cheques to eitherthe company or to another IP6. Depositing cheques madepayable to ViSalus intopersonal accounts instead ofimmediately forwarding themto the company7. Spreading rumors throughoutthe company with maliciousintentCross-Line Recruiting:ViSalus strictly prohibits “cross-linerecruiting” which is the solicitationof any IP who was alreadyreferred by another IP. Directly orindirectly soliciting involvementof a referring IP, or assisting in thesolicitation of a referring IP of anyexisting or pending IP into anothersales organization of which theyare not currently an IP is alsoprohibited.Non Interference andExclusivity Policy:During the term of thisAgreement (and any renewals),I will not sell any other productsfor any entity competing withVISALUS. During the term of thisAgreement (and any renewals)and for one (1) year thereafter, Iwill not solicit or recruit, VISALUSemployees or Promoters, whetheractive or inactive, to participatein a network marketing programwhether or not such marketingcompany offers products. Iacknowledge that my violationof this provision will result inimmediate termination of myPromotership and payments ofany kind.Inventory Loading:ViSalus Sciences limits all IPpurchases to $4999.00 USD ina one month period regardlessof payment method. Inventoryloading is not suggested orcondoned by ViSalus Sciences andwe monitor all account activity ona monthly basis. Should this occurthe orders will be pulled and anyposition promotions put on holduntil resolution is reached within areasonable amount of time.Retail Sales Policy:ViSalus Sciences (“ViSalus”) haschosen a network marketingbusiness model rather than otherpossible retail models. Therefore,Promoters are expected to rely onnetworking to sell product andrecruit new Promoters pursuant tothe following policies.

No IP shall advertise, store, or sellViSalus products in public retailestablishments, including but notlimited to health food stores, drugstores, pharmacies, grocery stores,permanent flea markets, chainstores, shopping malls, or anyother establishments in which theprimary function is the retail sale ofproducts rather than professionalservices.However, ViSalus promotionalmaterials and products maybe displayed in the interiorof private or restricted-accessoffices, business, privateassociations, fitness clubs andother establishments intowhich the general public is notallowed except by appointmentor membership and in whichthe primary trade is the sale ofprofessional services not products.Promoters may not sell ViSalusproducts on Internet retail sites oronline stores.Policy on AuctioningViSalus Products:Auction web sites are an invaluabletool used to promote and retailproducts these days. If used as atool to promote your business,auction web sites can helppromote your business successfully.If product prices are droppedbelow wholesale value or preferredcustomer pricing, an auction website can have a negative impact onthe relationship that an IP developswith his or her customers.To uphold the integrity of the brandand protect the relationships thathave been developed with ourcustomers, ViSalus only allows thesale of products on auction websites and IP websites (provided suchIP website complies with the termsand condition of the Agreement,including without limitationthese Policies and Procedures) ifthe product price remains aboveor equal to wholesale pricing orpreferred customer pricing. Thisrule applies to soliciting or receivingbids for ViSalus products on theInternet, through commercialauction web sites, online auctionmarketplaces or any other similarsite that may enlist an open bidto generate product sales. ViSaluswill take action against any IP whoviolates this policy.This Retail Sales Policy does notprohibit the advertisement ofViSalus pursuant to the followingguidelines:Promoters may feature ViSalus onpersonal websites, which mustbe approved by Marketing andCompliance before uploaded to theInternet and registered with anysearch engines.Promoters may list promotertelephone or fax numbers in thewhite or yellow page section of atelephone book using the followingformat exactly:Smith, BobViSalus Independent Promoterxxx-xxx-xxxxPromoters may create genericadvertising materials, but may notuse any company logos, graphics,trademarked terms, phonenumbers, names of corporatemembers, or anything else that inany way connects to ViSalus.No Promoter shall retail productin violation with these guidelines,nor encourage Promoters in his/her downline organization todo so. Such action is groundsfor disciplinary action includingpossible termination ofPromotership.Advertising:General:1. IP’s shall not producetheir own literature,advertisements, marketingmaterials and promotionalmaterials, or Internet site/web pages to offer the ViSalusbusiness opportunity and/orproducts.2. All IP’s shall safeguardand promote the goodreputation of ViSalus and itsproducts. The marketing andpromotion of ViSalus, theViSalus business opportunity,and the Compensation Planshall be consistent with thepublic interest, and mustavoid all discourteous,deceptive, misleading,unethical or immoral conductor practices.3. To promote products andthe tremendous opportunityViSalus offers, IP’s shallonly use the marketingmaterials and supportmaterials produced by orat the direction of ViSalus.ViSalus carefully designedits promotional materials inconsideration of the legalrequirements of federal andprovincial laws. If IP’s wereallowed to develop theirown marketing materialsand promotional materials(which specifically includesall internet advertising),notwithstanding theirintegrity and good intentions,the likelihood that theywould unintentionally violateany number of statutes orregulations affecting an IPbusiness is significant. Theseviolations, although theymay be relatively few innumbers, would jeopardizethe business opportunity forall IP’s.4. Accordingly, IP’s shall notproduce their own literature,advertisements, marketingmaterials and promotionalmaterials, or Internet site/web pages to offer the ViSalusbusiness opportunity and/or products without the priorwritten approval of ViSalus.Enquiries may be emailedto ViSalus atcustomerservice@visalus.comor info@visalus.com5. If an IP desires to utilizean internet web page topromote his or her business,he or she may do so onlythrough ViSalus’ officialweb site or by an approvedViSalus Self-Replicating WebPage, using only officialViSalus templates. Further,IP’s that use a replicatedweb page shall not linkfrom it to any other site thatis not affiliated with and/or approved by ViSalus norshall they advertise any otherservices or businesses onthe site without the expresswritten approval of ViSalus.The failure to adhere to thispolicy constitutes a materialbreach of these Policiesand Procedures, which mayresult in sanctions, includingtermination, at the solediscretion of ViSalus.Domain Names andE-mail Addresses:IP’s shall not use or attemptto register any of Visalus’ tradenames, trademarks, service names,service marks, ViSalus’ name, orany derivative thereof, for anyInternet domain name. Nor shallIP’s incorporate or attempt toincorporate any of ViSalus’ tradenames, trademarks, service names,service marks, ViSalus’ name, orany derivative thereof, into anyelectronic mail address.Trademarks and Copyrights:ViSalus does not allow the useof its trade names, trademarks,designs, or symbols or anycopyright materials by any person,including an IP, without its prior,written permission. Such useshall be a limited non-exclusivelicense that may be terminated by

Policies & ProceduresViSalus without notice. IP’s maynot produce for sale or distributionof any recorded ViSalus eventsand speeches without writtenpermission from ViSalus. Normay IP’s reproduce for sale orfor personal use any recordingof ViSalus produced audio orvideotape presentations. Further,IP’s shall not reproduce or usethe marks of any of ViSalus’ thirdparty service providers except asexpressly authorized in writingby ViSalus.Media and Media Inquiries:IP’s shall not respond to mediainquiries regarding ViSalus, itsthird party product and/or serviceproviders, or their IndependentPromotership without the expresswritten consent and permissionof ViSalus. All inquiries by any typeof media must be immediatelyreferred to Promoter Relations.This policy is designed to assurethat accurate and consistentinformation is provided to thepublic as well as a proper publicimage.No IP shall retail product inviolation with these guidelines,nor encourage Promoters in his/her downline organization todo so. Such action is groundsfor disciplinary action includingpossible termination ofPromotership.Spamming:Spamming is a message thatadvertises goods or servicesposted to a message board againststated policy, sent to someonewithout prior consent, or sentin the absence of a previousrelationship. For purpose of ViSalus’Anti-Spam Policy, Spam includes:Email sent to people you don’tknowEmails sent to people youknow, but who aren’t expectinga solicitation from you.Off-topic or excessively multipostedmessages posted toUsenet news groups andmessage boardsSolicitations posted to chatrooms, or individuals viaInternet Relay Chat or “InstantMessaging”ViSalus strictly prohibits its IP’sfrom spamming and all otherforms of Internet abuse to seekreferrals. ViSalus may undertake, atits sole discretion with or withoutprior notice, the following actions:Frozen Accounts/Suspension:Upon the receipt of a crediblecomplaint ViSalus may immediatelyfreeze the IP account of theindividual implicated in the abuse.Frozen accounts are intended toprevent the abuser from benefitingfrom their abusive activities byprohibiting the offender fromregistering referrals or receivingpayments. After a thoroughinvestigation, if the spammingincident is verified but does not riseto the level of a terminable offense,ViSalus may, but is not obligated to,lift the freeze. .IP Account Termination:Upon the receipt of a crediblecomplaint, ViSalus mayimmediately terminate theIP implicated in the abuse.Deactivating an IP results in theimmediate termination of theposition, access to all reports, theforfeiture of any unpaid and/orfuture monies, and the prohibitionagainst any future IP position.How to Report Abuse:To report a violation of ourAnti-Spam Policy, pleaseforward all relevant evidence to:customerservice@visalus.com attn:Compliance or write to:ViSalus Sciences1607 E Big Beaver Rd #110Troy, MI 48083Tampering of Funds:Any IP tampering with funds oroperating a bank account in thename of ViSalus, ViSalus Sciencesor any similar name may have theirIP position terminated.Contact with Suppliers:IP’s are strictly prohibited fromany direct contact with supplierswhom ViSalus contracts unless itis in specific relation to a personalaccount they currently havewith the said provider. An IP maycontact a supplier in regardsto a ViSalus customer only ifhaving received prior writtenauthorization from ViSalus. Pleasedirect customers to contact theirappropriate provider of servicedirectly to resolve any problemor issue that may incur. ViSalushas contracted with companiesthat have trained staff available tohandle such situations.IP’S:ViSalus believes in and maintainsthe maximum protection of thesponsor/enroller or enrolling andsponsoring relationship. Therefore,the changing of a sponsor orenroller is strictly prohibited.The only method for changingrelationship is to submit a writtenrequest of resignation or interest ina position, and after a period of noless than one (1) full calendar yearfrom the date of the resignationwill authorization to rejoin underanother IP be permitted.NOTE: ViSalus will not mediate anydisputes involving sponsorship.However, ViSalus does reservethe right to review sponsoring/enrolling practices.VII. Sales ToolsA variety of optional sales aidsand tools are available to theIP’s. However, if an IP desiressupplemental information and/or tools, the following guidelinesmust be adhered to:Any materials created by ViSalusmay not be duplicated or reproduced.This includes manuals,audio CDs, video DVD’s, stationery,business cards, etc. Any materialsof this nature will not be approved.The reproduction or re-sale forprofit of any sales or marketingtools (i.e. video and audio tapedmanuals, business cards, etc.) isstrictly prohibited and is groundsfor deactivation.Summary:ViSalus has developed thesePolicies and Procedures in order tomaintain the order and integrity inour program and between our IP’s.ViSalus reserves the right to makeany and all necessary changes tothese policies and procedures,the compensation plan, andsales tools or materials. All activeIP’s will be made aware of anysaid changes via the Documentson Demand system, or e-mailnotification. If for any reason anIP violates any of the terms of theAgreement and/or these Policiesand Procedures ViSalus reservesthe right to immediately terminateor deactivate the IP position. Suchaction by ViSalus will terminateany and all rights of the IP andany further payments of any kind,and is effective at the time of saidviolation.Independent PromoterTerms of AgreementBy joining ViSalus these are theTerms you have agreed to. Referto the Policies and Procedures fordetailed information.1. I acknowledge that I am 18years of age or older.2. I understand andacknowledge that thisAgreement is not bindinguntil received and acceptedby VISALUS.

3. I agree that as a Promoter,I am an independentcontractor responsiblefor determining my ownbusiness activities and that Iam not an agent, employeeor legal representative ofVISALUS. I am responsible forthe payment of all federaland provincial employmenttaxes and any other taxrequired under any federal,provincial, local, or regulatorylaw. In the event that I fail toprovide VISALUS a valid SocialInsurance Number, VISALUSmay withhold commissionsdue to me until a validnumber is provided.4. I understand that I am notbeing sold a franchise.5. Either party may terminatethis Agreement for anyreason, at any time, by givingthe other party prior writtennotice. To terminate thisAgreement, I must mail ordeliver personally to VISALUS,a signed, dated writtennotice of cancellation sent to:ViSalus Sciences, 1607 EastBig Beaver, Suite 110, Troy,Michigan 48083.6. I agree that as a VISALUSPromoter, I shall place primaryemphasis upon the sale ofProducts and Services tonon-promoter consumers asa condition of my receipt ofcommissions. CommissionsI receive will be based uponfulfilling certain terms ofqualification as set forth bythe Marketing Program andCompensation Plans as maybe amended from time totime at Visalus’ sole discretion.A three ($3.00) Dollarprocessing fee will apply toall payments.7. I agree to keep accuraterecords and to abide byall federal, provincial, andlocal laws and regulationsgoverning the sale orsolicitation of the productsand services marketed byVISALUS including, butnot limited to, any and allpermits and licenses requiredto perform under thisAgreement.8. I understand that a $25Administration Fee will becharged annually to my creditcard on file with ViSalus.This fee is for services, whichinclude, but are not limited to,downline reporting, customertracking and accountingservices. The AdministrationFee will be charged in themonth of my enrollmentanniversary and if not paidwill result in my status as aPromoter being placed onFinancial Hold for up to 120days. If the Administration Feeremains unpaid 120 days afterit was due, my Promotershipwill be terminated and I willforfeit any commissions thatwere held since the timeI was placed on FinancialHold. If my Promotership isterminated, I understand thatI must re-enroll as a brandnew Promoter and will notbe placed back in my originalspot if I wish to pursue theViSalus opportunity.9. I agree that VISALUS shallnot be liable under anycircumstances for anydamage or loss of any kind,including indirect, special,punitive, compensatory, orconsequential damages,losses or profits whichmay result from any cause,including but not limited to,breach of warranty, delay,act, error or omission ofVISALUS, or in the eventof discontinuation ormodification of a product orservice offered by VISALUS.10. VISALUS shall periodicallymake sales literature and/or promotional materialsavailable. However, I amunder no obligation topurchase any materialsor literature at any time.Refunds shall not be allowedunder any circumstances,including, but not limitedto, termination of thisAgreement, obsolescenceof such sales literature orpromotional materials, orany other reason. Except asspecified in paragraph 23.11. I agree that as a Promoter, thisAgreement grants me thelimited authority to promoteand sell the products VISALUSmarkets subject to the termsand conditions established byVISALUS from time to time.12. I will not make any falseor misleading statementsabout VISALUS, its marketingprogram, products, orservices. I agree that I willoperate in a lawful, ethicaland moral manner and willnot engage in or performany misleading, deceptiveor unethical practices. Inthe event I violate anyof these conditions, myposition may be terminatedwithout further payment orcompensation of any kind.13. I acknowledge that I amresponsible for supervising,training, and supportingPromoters I sponsor intothe program and in mycommissionable network. Iagree to maintain monthlycommunication and supportto those individuals in mycommissionable networkthrough written or verbalcommunication andattendance at meetings.14. I acknowledge that VISALUSexpressly reserves allproprietary rights to thecompany name, logo,trademarks, service marks(“Proprietary Marks”) andcopyrighted materials. Iunderstand, acknowledgeand agree that any monieswhich I pay VISALUS arein consideration of myreceiving a non-exclusivelicense, during the termof this Agreement to usethe Proprietary Marks ofVISALUS in conjunction withthe marketing programprovided to me. I furtheragree that I will not useVISALUS’s Proprietary Marksin any form whatsoeverexcept as permitted inwriting by VISALUS or inadvertising or promotionmaterials provided, designedor published by VISALUS. Iunderstand that I may notphotocopy or duplicateany materials provided byor purchased from VISALUSwithout written authorizationand that the unauthorizeduse of any Proprietary Mark isa violation of federal law andthis Agreement, constitutinggrounds for termination ofthis Agreement by VISALUS.15. I understand that as aPromoter, I am free to selectmy own means, methods andmanner of operation and thatI am free to choose the hoursand location of my activitiesunder this Agreement,subject only to the terms ofthis Agreement and VISALUSPolicies and Procedures.16. I acknowledge that I amnot guaranteed any incomenor am I assured any profitsor success. I certify thatno claims of guaranteedprofits or representations of

Policies & Proceduresexpected earnings that mightresult from my efforts havebeen made by VISALUS orany VISALUS Promoters. Inthis connection, I shall notrepresent directly or indirectlythat any person may, can orwill earn any stated grossor net amount, nor thatsponsorship of others is easyto secure or retain, or thatsubstantially all Promoterswill succeed.17. I acknowledge that I havethe right to sign up asmany personal customersas I wish. I will receive acommission each monthfrom my personal customers’purchases and my downlinenetwork in accordance withthe VISALUS CompensationPlan then in effect.18. I agree to indemnify and holdharmless VISALUS from anyand all claims losses, damagesand expenses, including anyattorney’s fees, arising outof my actions or conduct inviolation of this Agreement,Compensation Plan orany Policy or Procedure ofVISALUS. I agree that in orderto recoup any damages andexpenses it has incurred dueto such violation(s), VISALUSmay offset any commissionsor other payments dueme. In the event a disputearises as to the respectiverights, duties and obligationsunder this Agreement,Compensation Plan or thePolicies and Procedures ofVISALUS, it is agreed that suchdisputes shall be exclusivelyresolved in the Circuit Courtfor Oakland County, State ofMichigan, or Federal Courtlocated in Detroit, Michigan.Michigan law shall apply tothe resolution of all disputes.19. I acknowledge that I haveread and fully understandthe VISALUS Policiesand Procedures andCompensation Plan, whichare incorporated into thisAgreement by referenceand are binding upon me.In order to maintain a viablemarketing program and tocomply with changes infederal, provincial or locallaws or economic conditions,VISALUS may revise itsCompensation Plan andPolicies and Procedures fromtime to time. All changesthereto shall be effectiveupon verbal or written noticeto me and become a bindingpart of this Agreement. Thehome office prior to use orpublication must approveall advertisements using theProprietary Marks of VISALUS.20. I acknowledge that thisAgreement, CompensationPlan and the Policies andProcedures incorporatedherein by reference,constitute the entireAgreement between theparties and shall not bemodified or amendedexcept in writing signed byVISALUS. This Agreementshall be binding upon andinure to the benefit of heirs,successors, and permittedassigns of the parties hereto.If any provision of theAgreement is determined byany authority of competentjurisdiction to be invalidor unenforceable in partor in whole for any reasonwhatsoever, the validity ofthe remaining provisions orportions thereof shall not beaffected thereby.21. I acknowledge that Visalusreserves the right, in its solediscretion, to assign thisAgreement and its rights andobligations hereunder in anysale, transfer, or assignmentwhich is made (i) pursuant tothe sale of all or substantiallyall of Visalus’ assets ofbusiness, or (ii) pursuantto any sale, transfer, orassignment of this agreementto any affiliated or relatedentity (including any parentor subsidiary entity).22. I agree to abide by the termsof the noninterference andnon-disclosure policy ofVISALUS.23. During the term of thisAgreement (and anyrenewals), I will not sell anyother products for any entitycompeting with Visalus.24. During the term of thisAgreement (and anyrenewals) and for one (1)year thereafter, I will notsolicit, recruit, or hire, Visalusemployees or Promoters,whether active or inactive,to participate in a networkmarketing program whetheror not such marketingprogram offers products.25. During the term of thisAgreement (and anyrenewals) and for one (1) yearthereafter, I will not solicit anycustomer/client, potentialcustomer/client or maturingbusiness opportunity ofVisalus in order to attempt todirect any of the same awayfrom Visalus.26. During the term of thisAgreement (and anyrenewals) and for one (1) yearthereafter, I will not induceor persuade any customer/client, potential customer/client, supplier, agent orother person under contractor otherwise associated ordoing business with Visalusto reduce or alter any suchassociation or business withVisalus.27. For the purpose ofparagraphs 24 and 25 Iagree that the definition ofcustomer/client, potentialcustomer/client, maturingbusiness opportunity supplierand agent shall include onlythose parties with whom Ihave had dealings by virtueof my contractual relationshipherein within the precedingtwelve (12) months.28. I agree to hold in strictconfidence the businessand affairs of Visalus and Ishall not during the termof this Agreement (andany renewals) or at anytime thereafter directly orindirectly disclose to anythird party or use for anyother purpose than that ofVisalus, information whichin the reasonable judgmentof a person engaged in theindustry would be consideredto be confidential. Withoutlimiting the generality ofthe foregoing, confidentialinformation shall includeinformation respecting theidentity of customers/clientsor prospective customers/clients, information withrespect to the pricing ortiming of any contracts,information relating toexisting or potential suppliers,markets, marketing plans,programs, requirements,strategies, concepts, ideas,products, apparatus, devices,materials, technology,know-how, data, processes,inventions, developments,formulations, compounds,applications, methods of

manufacture as well asthe similar confidentialinformation of third partiesthat Visalus has agreed tokeep confidential.29. I agree that the provisionsof paragraphs 22 to 26 ofthis Agreement shall survivethe termination of thisAgreement and shall beenforceable notwithstandingthe existence of any claimor cause of action which Imay have against Visalus. Iacknowledge that a breach ofthe provisions of paragraphs22 to 26 of this Agreementwill give rise to irreparableharm and injury noncompensablein damages.Accordingly, in addition tothe immediate terminationof my Promotership andpayments of any kind owingto me, Visalus may seek andobtain injunctive relief againstthe breach or threatenedbreach of the foregoingprovisions in addition to anyother legal remedies whichmay be available.30. If any provision of thisAgreement is determined tobe invalid or unenforceablein whole or in part, suchinvalidity or unenforceabilityshall attach only to suchprovision and the remainingpart of such provision andall other provisions of thisAgreement shall continue infull force and effect.ViSalus Sciences® Support InformationPromoter Relations:(248) 524-9520, Monday–Friday 8:00am–8:00pm estToll-Free Customer Relations:(877) VISALUS, Monday–Friday 8:00am–8:00pm estFax:(248) 524-9523Email:info@visalus.comMailing Address:ViSalus Sciences®, 1607 East Big Beaver Rd. Suite 110, Troy, MI 48083With ViSalus, every new IP has an equal opportunity. Your personal desire, workethic, and willingness to learn our proven system will determine the level of successyou have within the program.VISALUS INCOME DISCLAIMERThe examples set forth in this document are hypothetical examples that are intended to explain the components and operation of the ViSalusSciences® Compensation Plan. These hypothetical examples are not representative of the income, if any, that a ViSalus Independent Promoter canor will earn through his or her participation in the ViSalus opportunity. These figures should not be considered as guarantees or projections of actualearnings or profits. Any representation or guarantee of earnings, whether made by ViSalus or an Independent Promoter, would be misleading. Successwith ViSalus results only from successful sales and downline building efforts, which require hard work, diligence, and leadership. Your success willdepend upon how effectively you exercise these qualities.

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Policies & Procedures - ViSalus

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