CODE OF ETHICS FOR CONSULTANTS OF

СORPORATION

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DISTRIBUTOR shall always and everywhere comply with terms of registration and the Code of Ethics for Distributors of TianDe Сorporation in word and deed.

DISTRIBUTOR shall adhere to a common pricing policy.

DISTRIBUTOR knows the products of Corporation and shall use it to carry conviction in its recommendations to others.

DISTRIBUTOR shall provide complete and accurate information about the products and business of Corporation and shall refrain from exaggerations and false statements about the product efficacy and potential income.

DISTRIBUTOR shall refrain from putting pressure on potential customers and Distributors, and shall respect their right to making independent decision about the value of the information provided and the cooperation with Corporation.

DISTRIBUTOR shall conduct business for profit in such a way that the people with whom it works will be able to make profit as well.

DISTRIBUTOR shall use all its skills to teach and inspire to those whose Sponsor he

is. Distributor shall perform all the obligations assumed in relation to its Distributors and customers.

DISTRIBUTOR shall be attentive and take kindly to all Distributors, regardless of their rank and whether they are members of its structure or not.

DISTRIBUTOR shall be loyal to its business colleagues (shall not re-execute Distributors).

If there are any disagreements, DISTRIBUTOR shall try to resolve them in keeping with the spirit of understanding and justice for everyone.

A DISTRIBUTOR who is a Sponsor shall bear a moral responsibility to ensure that all of the Distributors in its Structure are aware of the Code of Ethics for Distributors of TianDe Сorporation.

DISTRIBUTOR shall do business honestly, and shall realize that its behavior, words and actions can lead to various consequences.

AS A DISTRIBUTOR OF TIANDE CORPORATION, I HEREBY

UNDERTAKE TO ADHERE TO THE FOLLOWING BUSINESS PRINCIPLES.

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I. NOTIONS AND TERMS 4

II. PRINCIPAL PROVISIONS 6

1. Distributors registration in TianDe Сorporation 6

2. Regulation of the activities of spouses and relatives 8

3. Change of Sponsor 9

4. Cancellation of registration 10

5. Obligations of Distributors who are Sponsors 11

6. Transfer of rights and obligations associated with the activities of Corporation 11

7. Re-execution 12

8. Distributor’s Bonus Rebate 14

9. Operating stability of Structures 14

10. Cooperation with other companies 14

11. Confidentiality and non-disclosure agreements 15

12. Promotion and information events 16

13. Rules of conduct in Dealerships and Service Centers 18

14. Violation of the TianDe Code of Ethics. Sanctions 19

15. Amendment of the Code of Ethics and other regulations of Corporation 19

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I. NOTIONS AND TERMS

Distributor

shall mean an individual or a legal entity holding a registration number from the TianDe Copyright Holder through authorized Service Centers or Dealerships or online registration on the corporation website, which has entered into an agency agreement with the Service Center or the Dealership and operates in accordance with applicable law and the Code of Ethics for Distributors of TianDe Сorporation.

ID Registration Number

shall mean a number for computer recording assigned to Consultant during the registration in the Uniform Information Center of the TianDe Copyright Holder. Each Distributor can have only one Registration Number.

SPONSOR Information Sponsor

shall mean a Distributor who has engaged another Distributor in person.

Structure

shall mean all the Distributors in the Sponsor’s organization to the last level, arranged in a hierarchical order. 1st Generation Distributors together with their organizations form branches of the Sponsor’s organization. The number of branches in the organization corresponds to the number of Sponsor’s 1st Generation Distributors.

PV Personal Volume shall mean purchases made by the Distributor in person during the month. It is considered when assigning a Rank and calculating the Bonus Rebate. It is a monthly indicator.

SV Structural Volume shall mean the sum of Sponsor’s PV and PVs of all Distributors in its Structure regardless of Generation in which they are located. It is a monthly indicator.

LEVEL Generation

shall mean position of Distributor in the Structure from Sponsor’s perspective. Distributor for which another Distributor is an Information Sponsor shall be deemed to be its 1st Generation. Accordingly, a Distributor whose Information Sponsor is a 1st Generation Distributor shall be deemed to be a 2nd Generation Distributor, and so on.

P Point shall mean a standard unit of measurement of value of the goods for which the Bonus Rebate will be accrued.

STATUS Rank shall mean an indicator to show the Distributor's career progress.

Ranks:

Consultant, VIP Client, Trainee, Instructor, Associate, Master, Manager, Director, Grand-Director, Silver Director, Gold Director, Pearl Director, Ruby Director, Sapphire Director, Emerald Director, Diamond Director, Grand Diamond Director, Star Diamond Director, Galaxy Diamond Director.

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BR Bonus Rebate

shall mean a monthly fee awarded to an active Distributor in accordance with the corporate Marketing Plan. It may be awarded in the form of an agency fee or a commission fee. If Distributor is a subject of entrepreneurial activity, it can take full advantage of the benefits provided by the TianDe Marketing Plan. If Distributor is only a product consumer, its benefit shall be limited to the opportunity to purchase products at a discounted price and the Bonus Rebate shall be recognized in the product price.

Distributor Price shall mean the price of products at which Distributors acquire the products regardless of Rank.

Retail Price

shall mean the price of products as recommended by the TianDe Copyright Holder for selling to customers. Additional surcharge to the Distributor price shall be 54%. This is a fixed price for consumers.

Regional Surcharge

the TianDe business community shall adhere to a common pricing policy. Subject to the territorial remoteness and complexity of product transportation, the TianDe Copyright Holder shall have the right to recommend the percentage by which it is possible to increase the Retail Price.

Online Office (Personal Account)

shall mean a personal web office of Distributor to indicate the work (PV, SV, Rank) of each Distributor in its Structure (http://my.tiande.ru/login).

SC Service Center

shall mean a legal entity or an individual entrepreneur that distributes products under TianDe trademarks and provides Distributors and consumers with a full range of TianDe products and publications.

DS A TianDe Dealership

A Service Center that has entered into a franchise contract (franchise agreement) with the Copyright Holder and complied with all the terms of this contract shall be deemed to be a TianDe Dealership.

IACTianDe

Information-Analytical Center

shall mean a Copyright Holder’s structural unit to consolidate and processing information on procurement of Distributor in all TianDe Dealerships and Service Centers which have entered into franchise contracts with the Copyright Holder and obtained the Copyright Holder’s written permission to use TianDe business systems and sell products under TianDe trademarks. Settlements shall be made in accordance with the TianDe Marketing Plan. The result of the settlements shall be the amount of agency fees paid to the TianDe Distributors by Dealerships and Service Centers based on the results of the reporting period.

TianDe ethics monitoring unit

TianDe ethics monitoring unit – a structural unit of the only TianDe Information-Analytical Center, which examines cases related with infringement of the Code of Ethics of the Corporation.

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1.1. Procedure for registration.1.1.1. Any person that is fully capable under the laws of the country of its residence can become a Distributor.1.1.2. To become a Distributor of Corporation, one need to register at www.tiande.ru or fill out the application form on paper and forward it to administrator in any Dealership or Service Center.1.1.3. Distributor registration shall be subject to filling out the Sponsor section in the application form by applicant.1.1.4. The application form must be filled out by applicant without any errors. If it is filled out with errors that have led to the fact that the applicant is registered in the Structure of another Sponsor, recalculation of the BR shall not be done. Applicant must report to the IAC about these errors and apply for correction of these errors in the application form in accordance with clause 1.3. 1.1.5. At the time of registration of the form, applicant must not have any other forms with unexpired term of registration. In the case of execution of the application form by a Distributor who has already registered in Corporation, the last registered application form shall be canceled, and the Distributor shall be subject to sanctions provided for in clause 14.1.1.6. An application form filled out on the traditional paper form must be signed by applicant in person. If it is not signed by applicant in person, or in the absence of such signature, the application form shall be invalid.1.1.7. When filling out the application form, applicant is advised to specify the Distributor who first invited the applicant to cooperate and spoke about possibilities of Corporation as Sponsor. However, before signing the application form, the right to final selection of Sponsor shall rest with applicant.1.1.8. In the event applicant relatives have been previously registered in Corporation,

the selection of the Sponsor shall be made in accordance with clause 2. 1.1.9. Corporation reserves the right to refuse the applicant in registration of the form. 1.2. Distributor’s warrantiesApplicant’s concealment of any data that prevents its registration in Corporation shall be deemed a breach of provisions of the Code of Ethics and terms of registration. Any person who signed the application form, thereby confirms, represents, warrants and undertakes that during the time of registration in Corporation and for the period of registration validity, it:1.2.1. Meets all the requirements specified in section 1.1.1.2.2. Is entitled to register the application form in accordance with its terms and applicable law. 1.2.3. Is not engaged in activities that are contradicting with the Code of Ethics or violate terms of registration.1.2.4. Will not cause any damage to Corporation.1.2.5. Has provided accurate information about itself in the application form. 1.3. Correction of errors made during registration.1.3.1. If the application form is filled out with errors in the Distributor’s personal data (for example, its name, address, telephone numbers, etc.), then to correct these errors one needs to use the Profile section in the Online-office or file to the TianDe IAC an application for the correction of errors made during registration.1.3.2. If the application form is filled with errors that have led to the fact that the Consultant is registered in the Structure of another Sponsor, it may, within two months of the date of registration, file to the TianDe IAC an application for the correction of errors made during registration, certified by the signature of a Sponsor specified at the time

II. PRINCIPAL PROVISIONS

1. Distributor registration in TianDe Сorporation

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of filling out the form, and an upline Sponsor with the rank of Ruby Director or higher. The IAC will make the appropriate correction on the basis of the filed application. 1.3.3. The application for the correction of errors made during registration may be filed to the TianDe IAC personally by the Distributor or his Sponsor or by email at: transfert@tiande.ru or ec@tiande.ru.

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2.1.7. Terms of the TianDe Marketing Plan for family application forms and for Distributors are the same.2.1.8. Upon reaching the Rank of Director, Consultants with a family form are awarded two certificates of Rank achievement and two merit badges. Both owners of the application form become Rank owners.2.1.9. If the spouses operate under individual registration numbers, the results of activities of each of them will be considered individually. 2.1.10. Divorce/dissolution of partnership.In the case of divorce of spouses (dissolution of partnership) registered in a family application form, the Distributors must file a statement to the IAC and append a copy of the divorce certificate (in case of dissolution of the marriage). One of the owners of the family application form after its termination is entitled to re-register with Corporation in any sponsorship branch and at any time. The existing Structure shall be indivisible under the registration number of the family form. The Distributor who filled out a new application form shall be deemed to be a newcomer; Rank and BR of the family application form shall not be preserved by it.2.1.10.1. If, during termination of the family application form spouses can reach mutual agreement on ownership of the form, one of them may retain the registration number, and the second Distributor, who declined in favor of the first Distributor shall have the right to fill out a new application form and obtain his or her ID.2.1.10.2. If, during termination of the family application form the spouses do not reach mutual agreement, the registration number will be assigned to the first owner of the application form. 2.2. Procedure for registration and activities of relatives.2.2.1. Close relatives of Distributor (parents and children) may be registered in Corporation, but the registration is made in the same Structure at the level below.2.2.2. In exceptional cases registration of

2.1. Procedure for registration and activities of the spouses.2.1.1. Married spouses may be registered with one family application form with one registration number or in individual application forms. In this case, the first spouse who was registered in Corporation will be deemed to be the Sponsor of the other spouse. 2.1.2. To execute the family application form, Distributors must fill out the application form and append it with the following documents: copies of passports of both spouses and a copy of the marriage certificate.2.1.3. The first Distributor registered in the family application form shall be called the first owner of the application form. The second Distributor registered in the family application form shall be called the second owner of the application form. 2.1.4. A married Distributor who signs the application form should be aware that any actions taken by its not registered spouse in the framework of Corporation business will be deemed to have been done by its request and authorized by it. Thus, the spouse registered in Corporation shall be liable for any activity contrary to the Code of Ethics, as performed by a spouse who is not a Distributor of Corporation.2.1.5. Spouses may not have different Sponsors or operate in different Structures. If Corporation becomes aware that the form filed for registration contains false information in the respect that the applicant is not married, or his or her spouse is not a Distributor, this application form shall be deemed invalid and the applicant will be refused registration.2.1.6. If two Distributors, each of which conducts business with Corporation in different Structures get married, they have the right to maintain their registration numbers and their Structures or to continue operating in the same Structure, but their Structures are maintained in the old lines of Sponsors (i.e., one spouse leaves the Structure in the former sponsorship branch).

2. Regulation of the activities of spouses and relatives

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close relatives (parents, children) may be done in different sponsor branches, and the relatives must obtain permission from the IAC.2.2.3. If the IAC becomes aware that the form filed for registration contains false information in the respect that the applicant is not a close relative of the Distributor, this application form shall be deemed invalid and the applicant will be refused registration.

3. Change of Sponsor

3.1. A Distributor who has expressed a desire to change the Sponsor shall submit to the IAC a written application with its grounds (facts and events) to indicate the need to change the Sponsor. The application shall be appended by: a written consent of all upline Sponsors of the Structure, and a written approval consent of the new Sponsor. Time to consider the application amounts to one calendar month. 3.2. The entire Structure created by the Distributor who changed the Sponsor shall remain in the same Structure of the first Sponsor.

3.3. The decision to change the Sponsor shall be taken in each case individually. (without giving reasons). Decision to change the Sponsor is, in each case, taken individually and may require the Distributor as well as the upline Sponsor to fulfil additional requirements and conditions. 3.4. In special cases where Consultants and their Structures have no Sponsor, the IAC shall have the right to assign them to other Sponsors in the same Sponsor Structure, with the consent of all upline Sponsors on special terms.

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4. Cancellation of registration

4.1. . Cancellation (expiration) of registration.4.1.1. Registration shall be canceled automatically if no purchases of products of Corporation are made for three consecutive months of the date of registration. After cancellation, a person may re-register with any Structure and any Sponsor and at any time. If at least in one of the first three months, including the month of registration, the purchases were made, further cancellation shall be made automatically if no purchases are made on the registration number for six consecutive months. After cancellation, a person may re-register with any Structure and any Sponsor. 4.2. Cancellation of the application form on the initiative of Distributor.4.2.1. Distributor shall have the right at any time to cease its operation, by giving a written notice to the IAC.4.2.2. The Distributor’s registration application form shall be canceled within one month after the application is filed upon agreeing with the Sponsor. 4.3. Cancellation of the registration on the initiative of Corporation.4.3.1. Corporation may cancel the Distributor’s application form on its own initiative, if the Consultant is in breach of the terms of registration and the Code of Ethics.4.3.2. If the cancellation of the Distributor’s application form is initiated by Corporation, the Distributor shall have no right to demand any payment or compensation from Corporation. 4.4. Immediately after the cancellation of the application form the Distributor shall cease their activities, as well as the use of trademarks, brand names, trade names, labels, logos and other intellectual property of Corporation. 4.5. In the event of termination of cooperation with Corporation the

Distributor’s structure will be transferred to the upline active Sponsor with SPER = 1 (SPER - Sponsor’s Performance Effectiveness Ratio). 4.6. Resumption of cooperation with Corporation.4.6.1. The Distributor who ceased cooperation with Corporation on the grounds specified in clause 4.1. may re-register with Corporation at any time.4.6.2. The Distributor who ceased cooperation with Corporation on the grounds specified in clauses 4.2. or 4.3. may re-register with Corporation not earlier than six months of the date of cancellation of the Consultant’s registration.4.6.3. Spouse and/or close relative of the Distributor who ceased cooperation with Corporation on the grounds specified in clauses 4.2. or 4.3. may be re-registered with Corporation not earlier than six months of the date of cancellation of the Distributor’s registration.4.6.4. The IAC reserves the right to refuse to re-register or to extend the time within which the registration is not permitted if:

• it becomes known that during the absence of purchases (inactivity) Distributor purchased products at a Distributor’s price for personal use, sold products, was engaged in sponsorship or was looking for applicants for Distributors, worked as an administrator at the Service Center, conducted activity in any way related with the corporation.• if the Distributor ceased cooperation with Corporation on the grounds specified in clause 4.3.

4.6.5. With the resumption of Distributor’s cooperation with Corporation, the Structure previously established by it shall not be returned.

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5. Obligations of Consultants who are Sponsors

Distributors who are Sponsors shall: 5.1. Present the terms of registration, the Code of Ethics, the rules for filling out the application form to applicants invited for cooperation. 5.2. Make every effort to ensure that Distributors within its Structure observe the terms of registration and the Code of Ethics, as well as applicable legal requirements. 5.3. Train and motivate Distributors within its Structure in accordance with recommended technologies of Corporation.

5.4. Communicate with Distributors within its Structure on a continuing basis. 5.5. Lead Distributors within its Structure by example, in compliance with the terms of registration and the Code of Ethics. 5.6. Motivate Distributors to participate in corporate and structural events.

6.Transfer of rights and obligations associated with the activities of Corporation

6.1. Transfer of rights and obligations by succession.6.1.1. In the event of death of the Distributor its rights and obligations (associated with the activities of Corporation) will be transferred by succession in accordance with the laws of the country in which the Consultant resided. 6.1.2. The term for the transfer of rights and obligations to successors shall be six months of the death of the Distributor. To execute the succession, successors shall provide the IAC with the following documents:Successor’s application to indicate its intent to cooperate, certified by the Sponsor and an upline Sponsor in the Rank not lower than Ruby Director;

• A copy of the Successor’s passport;• A copy of the application form on the deceased Distributor (paper version);• A copy of certificate of death of the Distributor;• A copy of a document to certify the kindred relationship between the Distributor and the successor.

6.1.3. In case of refusal to have rights and obligations of the Distributor by succession

or non-acceptance of inheritance of the deceased Distributor its registration shall be canceled within six months. The Structure established shall be transferred to the immediate Sponsor of the deceased Distributor. 6.2. Cancellation of the registration number on the initiative of Distributor.6.2.1. Any Distributor may transfer its registration number to another person.6.2.2. To do this, the Distributor shall file to the IAC an application on the transfer of rights and obligations to another person with indication of the grounds for the transfer of registration number and information about the new owner of the application form. The application should be signed by the Sponsor and the upline Sponsor with a rank not lower that the Ruby Director and include the consent of the Distributors. 6.2.3. The IAC shall review the Distributor’s application on its intention to transfer the rights within 30 business days. The IAC shall be entitled to grant the application of the Consultant or refuse the transfer of rights and obligations to another person, if it deems the grounds presented insufficient.

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of cooperation with Corporation is Gold Director or higher shall spend 20% of the BR for motivation of the Structure each month for six months following the acceptance of the rights and obligations of the Distributor.6.3.8. The provisions of clause 6.3. shall apply to the successor who receives the rights and obligations of the Distributor in all cases of a transfer of rights and obligations.This time limitation has been introduced so that the new owner is able to become fully qualified in accordance with its Rank, and to confirm its personal influence on the growth and development of the Structure, rather than its use of achievements of the Distributor, who transferred the rights. If the new owner of the application form fails to meet the requirements specified in clause 6.3, then following the six calendar months of the date of transfer of rights and obligations to the new owner Corporation shall have the right to carry the transferred Structure to the upline Sponsor. 6.4. The IAC may refuse the transfer of Distributor’s rights and obligations to successor. 6.5. Merit badges and certificates awarded to the Distributor for the achievement of the Director Rank or higher Rank, and any Ranks achieved by the Distributor shall not be transferred to the new owner of the application form. 6.6. The right to receive new badges and certificates showing the Rank of Director or higher Rank achieved is granted to the new owner of the application form after one calendar year of the date of the transfer of Distributor’s rights and obligations to it.

6.3. Requirements to the new owner of the application formWhen Distributor’s rights are transferred to another person, a special agreement shall be concluded between the Distributor, the new owner of the application form and Corporation (in case of the transfer) or between the new owner of the application form and Corporation (in the case of transfer of a registration number by succession).6.3.1. The new owner of the application form must have the necessary knowledge about Corporation, the key business technologies of Corporation and the corporate Marketing Plan.6.3.2. The new owner shall assume responsibility for the management, motivation and training of the Structure transferred by the Distributor.6.3.3. The new owner agrees to comply with all the obligations associated with business activities of Corporation, as described in the Regulations and the Code of Ethics of Corporation.6.3.4. The new owner shall maintain and increase turnover of the transferred Structure of the Distributor.6.3.5. After six months of the acceptance of rights and obligations associated with the activities of Corporation, the new owner shall close the new Rank (to the rank of Distributor whose registration number is transferred) or help the Distributor engaged by it in person to achieve the Rank of Director).6.3.6. After six months of the acceptance of rights and obligations of the Distributor, its successor shall provide the IAC with written consent of Distributors of the transferred Structure to work with new Sponsor. If such consent is not provided, the transferred Structure will go up to the upline Sponsor.6.3.7. The new owner of application form whose Rank after the first month

7. Re-execution

7.1. Re-execution is a re-registration of Distributor in case of a registration number

with unexpired term of registration, indicating the new Sponsor, or in violation of

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• The re-registered form shall be canceled on the initiative of Corporation; • The established Structure of the person who caused the re-execution shall be transferred by the IAC to the previous Sponsor; • The survey and the structure established by the Distributor, who is a close relative of other Distributor and who was assigned to other structure (not to the structure of the Distributor’s relative), are forwarded to the structure of a relative who had been registered earlier;• Those in breach may be subject to sanctions provided for in clause 14 of this Code;• Bonus Rebate shall not be calculated.

Decision taken after re-execution does not oblige the corporation to compensate losses or damages to the Distributor’s reputation. 7.10. Restitution of rights and privileges.7.10.1. If the decision was taken for the benefit of the Distributor (re-execution was not confirmed), then, – as of taking such decision – the corporation TianDe undertakes to fully restitute rights and privileges of the Distributor and to pay the remuneration, which has been withheld for the period of the investigation. All expenses incurred by the corporation TianDe during this period (administrative fees), are to be settled and deducted from the remuneration which has been previously suspended.7.10.2. If the re-execution was confirmed, the decision on reimbursement of remuneration (withheld until cancellation) is to be taken by the corporation.

clause 2 of these rules. 7.2. Re-execution is also considered to stand for the registration of a spouse and / or a relative of the Distributor in other structure and under other Sponsor. 7.3. Taking action qualified as re-execution is prohibited by Corporation. 7.4. Claims of re-execution may be submitted to the IAC in writing within six months after the action qualified as re-execution was taken. Claims submitted after this period will not be considered by the IAC. IAC also reserves the right not to examine claims submitted after the deadline. 7.5. The procedure of accepting a claim of re-execution.After disclosing the re-execution, a claim should be send to IAC in writing with attached documents confirming the re-execution. 7.6. . Requirements for Distributors whose actions are considered as re-execution (Distributor and his Sponsor).During whole period of examining the case, the Distributor is not allowed to:

• conduct activity in any way related with TianDe corporation;• act as Sponsor;• participate in corporation’s trainings and events;• obtain any remuneration from the cor-poration. All remunerations – during case examination – shall be withheld until cancellation.

7.7. The procedure of examining claims. IAC conducts an analysis on the grounds of a submitted claim and attached documents. Upon IAC request, the parties should present additional arguments and facts related with the subject of the claim. The corporation itself determines the importance and meaning thereof. 7.8. Deadline of examining claims. Claims of the re-execution are examined within one calendar month. 7.9. The final decision.In the event the re-execution is confirmed:

• The application form filed for re-registration shall be deemed invalid;

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8. Consultant’s Bonus Rebate

8.1. Distributor’s Bonus Rebate is determined on the grounds of the corporate Marketing Plan. 8.2. According to the general rule, Distributor will be paid its fees in the Dealership or Service Center where the biggest part of its Structure is serviced. By mutual agreement, and under special circumstances (geographical location, the lack of structure in their own place of residence, etc.), in agreement with the Copyright Holder the Distributor may be paid fees in a Service Center selected on other grounds. In this case, it has the obligation to participate in the turnover of

the Service Center. Methods of fee payment may vary in different countries depending on the applicable law. 8.3. Information on the size of the Bonus Rebate the Distributor can be checked in the Personal Account in Office-online on the TianDe official website. 8.4. A Consultant who acquires TianDe products for personal consumption shall have the opportunity to use the BR when buying products (as an extra discount).

9. Operating stability of Structures

9.1. Maintaining operating stability in Structure established by Distributor is a priority for all members of the TianDe business community. 9.2. Corporation and each of its Distributor cannot guarantee the absence of fluctuation of consumers or Distributors because of market volatility. 9.3. Distributor shall not take any action aimed at dissolution of Structures or interfere with the activities of other Structures:

• Coerce or make proposals to Distributors to cease their cooperation with Corporation; • Engage an applicant who has been engaged by another Distributor;

• Discourage an applicant who has been engaged by another Distributor from cooperating with Corporation; • Make Distributors of other Structures commercial and business proposals associated with activities of Corporation or other companies; • Coerce or encourage other Distributors to violate the terms of registration or the Code of Ethics.

9.4. In order to maintain stability in Structure, Corporation prohibits reshuffling Distributors within the Structure.

10. Cooperation with other companies

10.1. Distributors may combine their cooperation with Corporation with activities performed for other companies. Corporation Distributor with the Rank of Director or higher Rank may combine their cooperation with

Corporation with activities performed for other companies, save and except companies using the method of network marketing and direct sales. A Distributor who is engaged in any other activity should perform it

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11. Confidentiality and non-disclosure agreement

11.1. Distributors shall adhere to the rules of non-disclosure and confidentiality with respect to information of Corporation classified as trade secrets and service information, and personal data of other individuals cooperating with Corporation, as follows:

• To author’s materials;• To confidential and private business information of Corporation;• To information about the Sponsor, which discloses opens or is relevant to all parts of the sponsorship organization within the business with Corporation, including all lists of branches of Distributors and all information about them;• To information about Personal and Structural Volumes of Distributors, their income and other financial data;• To data about personalities of Distributors in Corporation and contact information of Distributors.

11.2. Confidential information may be accessed by Distributor in its Personal Account on the TianDe website. Confidential information is trade secrets and proprietary information owned by Corporation exclusively. This information is provided in strict confidentiality and is available with a single purpose – to help Distributors to work with their Structures in the development of their business associated with the business of Corporation. Distributor and Corporation recognize this fact generally, but pursuant to this confidentiality and non-disclosure agreement, Corporation does not provide any confidential information to Distributors. 11.3. For the purposes of protection of confidential information, Distributors shall

not have the right, on their own behalf or on behalf of another individual, corporation or other legal entity, to:

• Directly or indirectly disclose any confidential information to any third party; • Directly or indirectly disclose the password or other access code to its Personal Account to any third party;• Use any confidential information in the process of competition with Corporation or any other purpose contrary to business development of Corporation.

11.4. Distributors shall have a non-exclusive and non-transferable right to use information of Corporations it has been provided only when it is necessary for them to promote the business in Corporation. 11.5. Distributor shall not compile or cause compiling of any lists with any confidential information by Corporation unless Corporation has authorized it to do so. 11.6. If Distributor intentionally or by negligence disclose confidential information of Corporation to a third party, it shall immediately notify Corporation of this fact, take all necessary measures to prevent further disclosure of the information by the third party and oblige that third party to sign this confidentiality and non-disclosure agreement for the benefit of Corporation. 11.7. In case of cancellation of an application form the Distributor who holds documents containing confidential information of Corporation shall return the documents to Corporation. 11.8. The confidentiality and non-disclosure agreement shall be valid for the duration of the Distributor’s application form, and after cancellation of registration.

separately from the business of Corporation and shall have no right to use Dealership or Service Center premises purposes not related to TianDe activities. 10.2. Distributor may not use the Structure, the line of Sponsors, Dealership or Service

Center to promote products of other organizations. 10.3. If Distributor is in breach of the prohibitions contained in clauses 10.1 or 10.2, the IAC shall have the right to cancel its registration.

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11.9. Distributor of Corporation shall collect, store, process, use, and take other actions with respect to personal data in accordance with the laws of the country of its residence. 11.10. Disclosure of confidential information of Corporation, except when it is authorized shall result in significant and irreparable damage to Corporation, and in this

connection Corporation reserves the right to file a lawsuit against the person who caused the disclosure, for compensation for the damage, and to take other action in accordance with applicable law.

12. Promotion and information events

12.1. Promotional materials produced and distributed by Corporation may be used (without the right to reproduce or replicate) by Distributors without prior permission of Corporation. 12.2. In agreement with Corporation, Distributor shall have the right to organize and participate in promotion and information events to promote its business. 12.3. Corporation has its official website on the Internet: www.tiande.ru. The official web-site presents information about Corporation, its products, proposals for Distributors, and business information for those who cooperate with Corporation. Distributors will have Personal Accounts in Online-office on the TianDe website, which can be accessed using registration number and password. Corporation recommends to use the website to access official and operational information. 12.4. The authorization of Corporation to conduct promotion and information events and the use of intellectual property of Corporation in the events may be withdrawn at any time by written notice. 12.5. Distributor shall not be entitled to give any interviews on behalf of Corporation in printed, electronic or television media (the media) or place any advertising in the media or on the Internet, without the prior written consent of Corporation. A Distributor who intends to hold an advertising campaign must submit a written request to Corporation for approval of its intention together with a copy of the proposed advertisement type or advertisement layout.

12.6. Distributor shall not have the right to produce or replicate advertising, information or reference materials and/or documents related to Corporation and its products, business in a printed, audio, video or electronic media without the prior written approval of the form and content by Corporation. 12.7. Digital support for the media (YouTube, iTunes).Distributors may upload, submit or publish video, audio or photo material associated with the activities of Corporation unless the material contravenes the values in the Code of Ethics, other regulations of Corporation and applicable law. All those material should clearly identify the person that publishes it as Distributor of Corporation directly in the content and in the description, subject to all copyright, and should also include a statement that Distributor is solely responsible for the content of the material published. Distributors may not upload, submit or publish material (video, audio or any computer files) received from Corporation or taken at its official events or places owned or managed by Corporation, without prior written consent of Corporation.Distributors may upload, submit or publish video, audio or photos that contain pictures of other Distributors only with the prior written permission of these persons. 12.8. Respect for privacyWhen posting to social networks, Distributor shall always respect the privacy of third parties. Distributors shall not be entitled to

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retail rumors or gossips about third parties or Corporation. Distributors may not indicate names of other individuals or legal entities in such messages unless they have written permission of the individual or legal entity that is the subject of the message. 12.9. Prohibited content.Distributors may not publish or have anything to do with publications or materials that:

• Are sexually explicit, obscene, or pertainto pornography; • Are abusive, profane, threatening, harmful,defamatory or discriminatory materials (or, related to nationality, race, ethnicity, religion, gender, sexual orientation, physical disability, and so on); • Are associated with acts of violence (this

also applies to violent images in computer games); • Are derivatives of any illegal conduct;• Are related to attacks on an individual, agroup of individuals or a legal entity; • Violate any rights to the intellectualproperty of Corporation or any third party.

12.10. Response to negative feedback.Distributor shall not engage in dispute with those who provide negative feedback on other Distributors or Corporation. By responding to this negative feedback, Distributor nurtures the subject of the dispute and does not adhere to those high standards asserted by Corporation and harms its reputation.

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13. Rules of conduct in Dealerships and Service Centers

Maintaining the business environment and corporate culture in any Dealerships and Service Centers is a key to success of Distributors of Corporation. 13.1. In the premises of Dealerships and Service Centers, it is prohibited to:13.1.1. Sell and advertise products and services of other companies.13.1.2. Sell and advertise any goods, products or training materials not provided by Corporation.13.1.3. When making contact with Distributors of other Consultants, make changes to the program for the use of products or business build program recommended by their Sponsor.13.1.4. Start any rumors that may adversely affect the reputation or the atmosphere among the members of the Structure of another Distributor.13.1.5. Take any action that results in the fact that an applicant of other Sponsor is registered with the Structure of a Sponsor who did not invite the applicant to Corporation.13.1.6. Take inappropriate action in respect

of employees of Dealerships and Service Centers or other Distributors of Corporation (insults, rudeness, intemperance of expression, or coarse language).13.1.7. Require employees of Dealerships and Service Centers to take actions outside their official duties.13.1.8. Disturb public order (talk loudly, be in the premises of Dealerships and Service Centers under the influence of alcohol, use physical force when getting into argument with employees or visitors of Dealerships and Service Centers, etc.)13.1.9. Eat, drink alcohol, take drugs or toxic substances in the premises of Dealerships and Service Centers.13.1.10. Interfere with customer/ Distributor service processes by employees of Dealerships and Service Centers.13.1.11. Break the operating schedule established for a Dealership or a Service Center.13.1.12. In case of violation of clause 13, the IAC shall have the right to apply sanctions provided for in clause 14.6.

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14. Violation of the TianDe Code of Ethics. Sanctions

14.1. Distributor shall timely provide to Corporation any information in respect of any violations by other Distributors that are real, potential or threatening the Code of Ethics. 14.2. If the IAC becomes aware that a violation of the Code of Ethics by Distributor has occurred, will occur, or may occur, then Corporation will be entitled to inspect and request an explanation from violator and its Sponsor. 14.3. For the time of the inspection, the IAC shall remove the Distributor from the Uniform Sales Promotion System. 14.4. Following the results of the inspection, Corporation will decide on applying sanctions to the violator and inform it, its Sponsor and upline Sponsor with the Rank of Director or higher Rank of the decision. 14.5. Distributor waives any and all claims against Corporation caused by any actions

taken by Corporation, or sanctions imposed for breach of the terms of registration and the Code of Ethics by Distributor. Distributor shall not lodge claims against Corporation for cancellation of registration or withdrawal of its Sponsor rights. 14.6. Sanctions.14.6.1. For breach of the Code of Ethics by Distributor – removal of the Distributor from the Uniform Sales Promotion System for the duration of one reporting period.14.6.2. For repeated breach of the Code of Ethics – cancellation of the Distributor’s registration on the initiative of Corporation.14.6.3. TianDe corporation reserves the right to impose penalties on the Distributor who committed re-execution.

15. Amendment of the Code of Ethics and other regulations of Corporation

15.1. Corporation shall have the right to amend terms of application form, in the Marketing Plan, the Code of Ethics and regulations of Corporation by posting the information about such amendments on the TianDe website. 15.2. Corporation reserves the right to change prices of products, number of points per product, to set prices for products, to hold promotion events, and to modify the range of products. Corporation will notify Distributors of the said changes and promotions by posting the information at the website. Also, this information can be found in Dealerships and Service Centers. Corporation shall not compensate for any losses incurred as a result of making these changes, as well as of shortage of products in Dealerships and Service Centers. 15.3. Corporation shall notify the Distributor of changes and promotions referred to in clauses 15.1. and 15.2. by sending them

newsletters to email addresses provided during registration in Corporation. 15.4. All changes shall take effect on the date specified in the newsletters of Corporation. 15.5. Corporation shall not be held liable for failure to perform its obligations, or for violation of period for performance of its obligations in cases where such failure or violation is caused by circumstances beyond the control of Corporation, including, without limitation, strikes, public disorder, natural disasters, limiting the conventional sources of raw materials, and changes in government legislation. 15.6. Invalidity or cancellation of any conditions of the Code of Ethics or information materials shall not affect the validity of the remaining provisions of the said documents and materials.

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