Policies and Procedures Visalus

8/13/2019 Policies and Procedures Visalus

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As a ViSalus Independent Promoter, I agree to uphold the integrity ofthe Company. I will be honest and fair in all of my dealings while actingas an Independent Promoter of ViSalus.

I will perform all of my professional activities in a manner that will

enhance my personal reputation, as well as uphold the positivereputation established by ViSalus.

I will be respectful to every person contacted in the course of my ViSalusbusiness. I understand that any harassment or improper treatment of

individuals can be grounds for the deactivation of my Promotership.

I will fulfill my leadership responsibilities as a sponsor, including thetraining and support of the Promoters in my organization.

I will not misrepresent ViSalus products or compensation plan, nor will Iengage in any other deceptive or illegal practice while representing ViSalus.

I will make only such claims for the products that are proven and are

approved by the Company.

I will conduct my independent ViSalus business in such a manner as torespect the products and professionalism of other companies.

I realize that network marketing is an exciting way of bringing a vast arrayof products and ser vices to the marketplace, and that ViSalus seeks to

further the cause of personal independence and true financial freedom.

I will remember, at all times, that only through service, to both Customersand Promoters, will real success truly manifest.


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POLICI

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&

PROC

EDURES I. REQUIREMENTS TO

BECOME A ViSalusINDEPENDENT PROMOTER(VIP)

Legal Age:

All persons applying to becomean Independent Promoter (VIP)

must be eighteen (18) years of

age or older.

VIP Agreement:

All VIPs must submit a VIP

Agreement to register with ViSalusand to receive commissions.

Identification Requirements:

ViSalus requires a Social Security

number of all VIPs for purposesof internal identification. All

Promoters will be given a PromoterIdentification Number that will

be used to track all transactionsand communication with ViSalus.Social Security numbers will be

kept strictly confidential.

A VIP must be a real person.Any attempt by a VIP to falsify

documents or enroll as a fictitiousperson or enroll a fictitious VIPor use a Social Security number

which is ficticious or does notbelong to the party indicated is

grounds for disciplinary actionincluding possible termination

of Promotership.

II. TYPES OF ENTITIESAS VIPs

Independent VIPs

An individual VIP is someone

who solely operates his or herown position.

Corporations & Partnerships:

To become a new VIP as acorporation, partnership, trust(Entity) or to change status,

one must complete and submitthe Corporation Enrollment

Information document, alongwith the Independent PromoterApplication. This includes providing

copies of all D.B.A. papersand the Employer Identification

Number (EIN) to ViSalus. All SocialSecurity numbers and names of

each individual partner, principal,

stockholder, officer and director

(Principal) must be provided.The Principal who submits theform must be authorized to enter

binding contracts on behalf ofthe Entity. No Entity may become

a VIP if any of its Principals iscurrently or has been, within

the twelve (12) calendar months

preceding the execution of thenew VIP agreement, an individual

VIP or Principal of another Entity,unless ViSalus has received written

notification of resignation as aPrincipal of the prior Entity VIP

no less than one (1) year priorto the new application. An activeVIP may change status from an

individual provided there is nochange of sponsoring/referring

VIP. An Entity may become a VIPsubject to review and approval by

ViSalus. It is not permissible forpartners applying as a partnershipor corporation to have been or

to currently be VIPs of anotherpartnership or corporation within

twelve (12) calendar monthspreceding the execution of the

agreement. If so desired, writtennotification of resignation ofposition must be received by

ViSalus and be on file for no lessthan one (1) year in order for

the request to be approved. Ifan active VIP desires to change

status from an individual to that ofa partnership or corporation, thispolicy does not apply, providing

there is no request for changeof sponsoring/referring VIP. A

partnership or corporation maybecome a VIP subject to review

and approval by ViSalus.

Number of Positions:

All legal entities as IDs must

adhere to the policy that noindividual may participate in morethan one (1) position in any form.

Marriages:

A husband and wife may operateas VIPs jointly or separately.Each will maintain their individual

positions; however, one must be inthe others line of enrollership.

If it is established that a husband

and wife are enrolled in separate

sales organizations, the second

position enrolled would bemoved under the first position.Any downline built under the

second position will remain withthat organization.

Promoters having positions in

separate organizations before

they were married who wishto maintain that position will

be grandfathered in. For Promoters who have

separate organizations andbecome married and wish to

work as a single organizationone of the Promoters will forfetheir position and join in their

spouses position. Should a husband and wife

divorce, who are working aposition jointly, ViSalus must

receive notice, signed by bothparties as to how the businesto be managed.

All requests regarding changes

names or Identification Numbersof the VIP position must be

submitted to [email protected] inwriting and agreed to by bothparties. ViSalus reserves the righ

to verify all authorizations prior tmaking any changes. Otherwise

ViSalus will only recognize theindividual whose Social Security

number was originally listed on VIP Agreement. ViSalus will onlycontinue to service the VIP who

remains in our system. This alsoapplies to those relationships th

qualify as common-law marriage

Family Members:

If a family member residing in th

same household as an existingPromoter enrolls as a ViSalus

Promoter, they must join within thexisting Promoters enrollment tr

III. POSITION CANCELLATIO

Cancellation:

To cancel a VIP Agreement orresign as a VIP, you must email

your request to [email protected] the email we have on file.


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If a Promoter account is suspended,

cancelled or terminated, a sale ofposition will not be permitted.

Return Policy for VIP cancellation:

ViSalus agrees to repurchase from

a resigning or terminating VIP allunencumbered products and sales

aids purchased by the VIP from

the Company within the previousthirty (30) days (or longer where

required by law) that are unusedand in commercially resalable

condition. Any and all commissionsand bonuses previously paid out

on such sale will be retracted uponthe return if the refund representsmore than 50% of the product

value originally received.

IV. RIGHTS OF VIPS

Qualifications for Commissionsand Bonuses:

For more details please see your

compensation plan manual.

Note: ViSalus reserves the right to

promote and demote VIPs at any time.

Debits:

VIPs are not required to subscribe

to or purchase any product orservice of any company with which

ViSalus contracts, or to purchase orsubscribe to any product or service

that ViSalus itself provides in orderto receive commissions. However,if a VIP chooses to do so, they will

pay all billing when due. If a VIPbecomes more than sixty (60) days

past due on any bill for serviceor products provided by ViSalus

or a company with which ViSaluscontracts, the VIP may have their

commissions debited in order tocover the past-due amount. The

VIPs position may be subjectto termination.

Commission Payment Minimums

and Surcharge:

All commission payments issuedby ViSalus are subject to aminimum of Ten dollars ($10.00).

Commissions and bonuses belowTen dollars ($10.00) will not be

paid out until such time as thecumulative amount of the weekly

or monthly commission owed is

POLICI

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&

PROC

EDURES If a Promoter would like to enroll

in a new position they must waittwelve months from the date of thecancellation of the other position.

Promoters who have been migrated

to Customer accounts due to failureto comply with the annual Promoter

Administration Fee policy are not

eligible to have their position bereinstated; however, they can enroll

as a new VIP after the twelvemonth wait period.

Willing/Transferring or Selling

a VIP Position:

A VIPs position may betransferred to another individual or

corporation by sale or request. If aVIP decides to sell a position he/

she must provide ViSalus with thefollowing documents in order for

the transaction to take place:1. Sale of Promotership Document;2. New VIP Agreement, signed by

the purchaser;3. Copy of the purchasers D.B.A.

papers (if purchaser is an Entity); and

4. One Hundred Dollar ($100.00) transfer fee payable to ViSalus.

In addition, the VIP selling ortransferring their position must

be an active Regional Directorfor the last ninety (90) days. The

selling VIP cannot enroll as a VIPfor a period of twelve (12) monthsafter the date of the sale. The VIP

cannot be involved in the act ofcross-line recruiting subsequent

to the sale or transfer of theposition. In the event that ViSalus

determines that the seller is guiltyof cross-line recruiting, the transfer

or sale of the position is null andvoid and the position will be

deactivated permanently.Any sale of a position is subject

to approval by the ViSalusCompliance Committee. An

existing Promoter cannot purchaseanother position. The sale of a VIPposition cannot be advertised via

any online centralized communitieswith classified advertisements; this

includes Craigslist, classified ads,SaleSpider, etc.

more than Ten dollars ($10.00).

Additionally, all commissionpayments are subject to a ThreeDollar ($3.00) administration fee

Prosperity Card (US Only) :

The Prosperity Card is availableall active VIPs and can be used

a debit MasterCardat ATM an

POS locations. Weekly and monpayment cycles are loaded to

the Prosperity Debit MasterCardif the VIP chooses this payment

method instead of checks. Cardloads are available instantly on

the appropriate payday. A one-time fee of $4.95 (within the US)will be charged upon activating

the Prosperity Card. Additionalfees will be applied for services

full details will arrive with the caYou will be able to manage, tra

and take advantage of the manother benefits of your accountonline in the ViSalus Back Office

Direct DepositUS:

Direct Deposit is available toall US Promoters. Bonuses and

commissions are transferreddirectly into the bank account ochoice, allowing for easy access

bonuses and commissions.

Direct DepositCAN:

Direct Deposit is available to al

Promoters within Canada. Bonusand commissions are transferreddirectly into the bank account of

choice, allowing for easy accessbonuses and commissions.

Check Reissues:

Should a VIP experience a delayin the receipt of his/her check a

wish to be issued a new check, theVIP will be responsible for a stop-

payment fee of Thirty dollars ($30.for the cancellation of the originalcheck and that fee will be deducte

from the replacement check.

Annual Administration Fee:

An annual $25 Administration Fewill be automatically charged to

each VIP in the month of theirenrollment anniversary date. Thi

is an automatic charge to thecard on file during the anniversa

month. This fee is for services


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POLICI

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PROC

EDURES which include, but are not limited

to, Customer and organizationalreporting, Customer and Promotersupport, and annual accounting

services. Failure to satisfy theAdministration Fee will result in

the Promotership being placed onFinancial Hold for up to ninety (90)

days. Any potential commissions

will be forfeited during this time.If the Administration Fee remains

unpaid after ninety (90) days, thePromotership will be deactivated

and downgraded to a CustomerAccount assigned to their original

sponsor. All sponsor and enrollerrelationships will roll up to thenext active upline Promoter. If a

deactivated Promoter decidesto pursue the ViSalus earnings

opportunity again, the Promotermust wait for twelve (12) months

from the migration date of theoriginal position.

V. ORDERING, PAYMENT,SHIPPING AND RETURNPOLICIES

Customers:

A Customer must be a realperson. Any attempt by a VIP

to falsify documents or enroll afictitious person as a Customer,

or knowingly use a Social Securitynumber which is ficticious or does

not belong to the Customer, isgrounds for disciplinary actionincluding possible termination.

Data Entry Procedures:

VIPs and Customers can placeorders or assist new VIPs to enter

their data directly through theonline system. Any orders placed

by 11:59pm PT will be countedtoward that same days production.

Faxed product orders and VIPagreements are entered intoViSalus system on the business

day that they are received.Paperwork received after 4:00pm

ET will be processed the followingbusiness day. All illegible orincorrectly completed paperwork

will be marked as pending anddelayed in processing. Orders

will be processed as received;therefore, VIPs should contact

ViSalus to check on a missing

order before submitting more

than once. Paperwork mustbe 100% correct. It is the VIPsresponsibility to verify the accuracy

of the information of any new VIPsyou sponsor or any Customers you

acquire. ViSalus employees makeevery attempt to read handwriting,

however if documents are illegible

ViSalus cannot guarantee that theywill be processed.

Methods of Payment/Delivery:

To process an order for productsand materials, simply place an

order via the shopping cart onlineor call, fax or mail your orderto the Order Entry Department.

All major credit cards areaccepted. Debit cards with Visa

or MasterCardlogo are alsoaccepted. To pay for your order by

money order, call 1-877-VISALUS orsend an email to [email protected].

When mailing the money order,simply supply the order number

given at the time of the quote orreference the term quote and

the order will be shipped the daypayment is received.

All ViSalus orders are shippedvia UPS or USPS. Next Day Air or

Two-Day Air Service is availableat additional charges (express

shipping is not available viashopping cart). VIPs who wouldlike to place orders in person

may do so MF from 95 ET atViSalus headquarters in Troy, MI.

It is recommended that you call inadvance to confirm that your order

is ready for pickup.

Wholesale:

As a benefit of being a Promoter

with ViSalus, we have created away for you to purchase all ViSalusproducts at a wholesale price,

providing you with an incredibleopportunity to receive discounts

on personal consumption andearn additional income if youdecide to sell retail products at the

Suggested Retail Price.

There are no requirements toreceive the wholesale price

other than being a registered

Promoter or Customer on Auto-

Ship with ViSalus. Productspurchased at wholesale price cabe received monthly by placing

them on Auto-Ship for convenienand efficiency.

ViSalus reserves the right to limi

Promoter and Customer orders

to a maximum of $4,999.00 in aone-month period regardless of

payment method. This includesplacing orders on more than on

account, using multiple creditcards in one persons name,

which would total an amountover the $4999.00. We do notsuggest or condone the practice

of ordering large quantities ofinventory for the sole purpose o

qualifying for a position in theViSalus Compensation Plan. To

protect against this, we monitor account activity on a monthly baand reserve the right to investig

or take disciplinary action shoulwe believe such practices may

be taking place. Should we findthat this has occurred, the order

will be pulled and any positionpromotions will be put on holduntil resolution is reached within

a reasonable amount of time.Inventory consists of any produc

Basic, Executive and Star PromoSystems and sales tools. No mo

than one Promoter System shoulbe purchased by a VIP.

Preferred Customer Pricing:

Preferred Pricing is offered to al

ViSalus Customers who wouldlike to receive specific products

from ViSalus on a monthly basisPreferred Customers are instant

a part of the Auto-Ship programand therefore count toward the

Promoter requirement of $125 inAuto-Ship volume.

Suggested Retail Pricing:

ViSalus Suggested Retail Pricing

is the designated value of eachViSalus product. ViSalus Promotewho purchase products at the

wholesale price are recommendto use the Suggested Retail Pric

when selling products for a retaprofit. All Customers who order

through ViSalus directly, who are


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to receive a refund for the value

of the saleable product returned.4. Returns of all saleable products

made more than thirty (30) days

from the delivery date will beeligible for product credit towards

other ViSalus products and aresubject to a 10% restocking fee.

5. Packages returned due to

unsuccessful deliveries (i.e., three(3) delivery attempts, Customer

moved, Customer gave incorrector incomplete address) may be

subject to additional shippingand handling charges to have

the product resent.6. Commissions of any type that

are paid to Promoters on

products that are ultimatelyreturned to ViSalus for refund

will be deducted from futureCommission payments.

7. Returns of more than $300.00within one (1) year willresult in termination of a

Promoters account.

90 DAY MONEY-BACKRESULTS GUARANTEE

Guarantee is available to

Customers and Promoters who:

Purchase a Challenge Kit and usethe products as directed

for 90 days; Goes Public with their

Challenge goal atchallenge.com; and

If the Customer or Promoter is

not satisfied with their Challengeresults after completing the above

steps, they must call 1-877-VISALUSwithin 10 days of completing

their Challenge. If a Promoter exercises the

guarantee, they will forfeit theirPromotership.

ViSalus Executive & Star

Promoter System and Business

Opportunity Return Policy:

A VIP who cancels the

Promotership within thirty (30)days of enrollment may returnunused products from the Executive

and Star Promoter System thatare unopened and in resalable

condition. A refund will be issuedfor the value of the Business

Opportunity ($49) and the value of

POLICI

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&

PROC

EDURES not enrolled as a Promoter, or

are not a Preferred Customer onAuto-Ship, will pay the SuggestedRetail Price of each product. Any

products purchased one time atthe Suggested Retail Price will

not count toward the Promoter$125 Auto-Ship qualification,

but will count toward the

$200 PQV Qualification. SeeViSalus Compensation Plan for

further details.

Suggested Retail Price is the pricethat must be used if selling ViSalus

product on an online auction site.Any product sold on any marketsite such as eBay or Amazon must

be sold at the Suggested RetailPrice with standard shipping and

handling costs applied. (See sectionVIII. Online Markets, Auctioning and

Social Media.)

Changes on a Customers Account:

To add or remove products on anAuto-Ship order, Customers and

Promoters must log into theirVi-Netonline office and make the

desired changes at least two (2)days prior to shipment. Changesmay also be emailed to

[email protected] two (2) days priorto the shipment date. Changes

made during or after the two-dayperiod may not take effect until the

following month.

Return Policy:

ViSalus stands behind all of itsproduct offerings and will accept

a return of products if they arenot to our Customers satisfaction

including products that theCustomer cannot utilize due

to medical reasons. Here arethe guidelines:

1. Exchanges for the same productwill be made for products that mayhave been damaged in transit.

2. Products that have beenpurchased for the first time

and dont meet our Customerssatisfaction can be returnedwithin thirty (30) days of delivery

for a full refund, less shippingand handling.

3. Returns of all other product mustbe made within thirty (30) days of

delivery of product orders in order

unused and saleable products u

to $450. If the value of the returproduct exceeds 50% of theproduct value originally received

the Fast Start Bonus received byPromoters on said sale will be

deducted from future commissioowed to those same Promoters.

If a VIP cancels the Promotershiwithin the first year but more tha

thirty (30) days after the enrollmdate, the same guidelines apply

however returned, saleableproducts will result in a product

credit equal to the discountedvalue of those products (up to$450) rather than a refund and

be subject to a restocking fee.

Return Procedure:

A Return Pre-Authorization Numb

is necessary for a return to beprocessed. The Customer orPromoter is required to contact

ViSalus at 1-877-VISALUS to obtaiPre-Authorization Number. Refund

cannot be processed without thinumber. When returning an orde

make sure the ViSalus invoice isincluded in the box. If a packagis returned without a Return

Pre-Authorization Number, theinformation will be documented

and the Customer or Promoterwill be required to call and

provide further information as towhy the package was returned.Unauthorized credits will not be

issued when a package is return

Customer Service: 1-877-VISALUSMonday-Friday: 24 hours

Saturday: 9:00am5:00pm ET

Invalid Preferred Order Policy

Sending in Preferred Customer

orders without the Customersconsent is a serious offense.Invalid Preferred Customer orde

are defined as orders sent in asPreferred Customer orders for

any purpose without the writtenauthorization from the CustomerSending in a preferred order

when a Customer stated thatthey would like to try the produc

one time may be consideredcredit card fraud and/or forgery

ViSalus investigates all Custome


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POLICI

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PROC

EDURES allegations of this kind and takes

appropriate action.

VI. OBLIGATIONS OF VIPS

Change of Personal Information:

VIP address information must becurrent and accurate in the system.

ViSalus is not responsible for mail

delays due to inaccurate and non-current residence information for

VIPs. VIPs must report any changeof address via Vi-Net.

When changing to an Entity name

and corresponding EIN, the VIPmust submit all of the followingdocuments to the home office

in order to process the requestfor change:

1. A copy of the SS4 form, whichis the form used to apply for an

EIN through the IDS, or any otherlegal document that distinctlydisplays your Entitys EIN.

2. Names and Social Securitynumbers of all the Entitys

principals.3. A newly completed VIP

Agreement, signed by anindividual authorized to enterinto binding agreements.

Independent Contractors/

Expenses/Indemnity:

All VIPs are responsible for any

and all expenses that resultfrom their business operation.Miscellaneous expenses include,

but are not limited to: licensesor permits required to operate a

business, legal fees connectedwith the use of a fictitious business

name, telephone expenses,product advertising, etc. No

VIP may bind ViSalus in anycontractual relationships with

their business other than the VIPAgreement. VIPs cannot and willnot sign any contract, rent or

lease office space or equipment,open any bank account, secure

credit, cash any negotiableinstrument, make any purchasesor enter into agreements of any

kind in the name of ViSalus. Suchpractices may result in VIP position

termination. Each VIP shall holdViSalus harmless from any claims,

damages, expenses or liabilities

arising out of that VIPs business

practices, including attorney feesarising out of actions or conduct inviolation of this agreement.

VIPs may enter into agreementsor contracts with other Promoters

or 3rd parties outside of ViSalus.Such agreements or contracts do

not concern ViSalus and as such,

ViSalus will not intervene to resolveconflicts arising out of those

agreements or contracts.

Each VIP shall hold ViSalus harmlessfrom any claims, damages,

expenses or liabilities arising outof that VIPs business practices,including attorney fees arising out

of actions or conduct in violation ofthis agreement.

VIPs may enter into agreements

or contracts with other Promotersor 3rd parties outside of ViSalus.Such agreements or contracts

do not concern ViSalus and assuch, ViSalus will not intervene to

resolve conflicts arising out of thoseagreements or contracts. Each

VIP shall hold ViSalus harmlessfrom any claims, damages,expenses or liabilities arising out

of those independent agreementsor contracts, including attorney

fees. ViSalus reserves the rightto intervene and/or demand the

termination of a contract if webelieve the contract is in violationof ViSalus Code of Ethics, Policies

& Procedures, the IndependentPromoter Agreement or could

potentially damage the ViSalusbrand or business.

Claims and Representations:

All VIPs begin with an equalopportunity for income. VIPs

will not make any statements orrepresentations regarding ViSalusservices and/or products other

than those provided in thesePolicies & Procedures and other

printed material available fromViSalus. Visalus products are notintended for use in the diagnosis,

cure, mitigation, treatment, orprevention of diseases; any such

claims about a ViSalus product areis strictly prohibited.

1. When an Agreement is signed

you become a self-employed,independent contractor.Independent Promoters do not

work for ViSalus, they work withViSalus, and hence they are no

employees of the Company. VIPs may not create or seek

to create the impression of

a relationship of employee/employer, agency, partnership

or joint venture between ViSaluand the VIP, any participant, o

referring VIP. Any implication oclaim that a VIP or prospective

VIP is or will be employed byViSalus is prohibited.

2. VIPs shall make no claim or

inference as to what may beearned. No guarantees of any

income or assurances of anyprofits or success are made

by ViSalus. Furthermore, anyprofits or success resulting fromactivities as a VIP will only be

from the sales volume, producor services offered by ViSalus

and any success achieved willbe based solely upon the VIP

efforts, commitment, and skill.3. Each VIP acknowledges that

no Attorney General or other

regulatory authority ever revieendorses or approves any

marketing company, its produor service, or its compensatio

plan, and will make no suchclaim to prospective ViSalusVIPs. In the event a question

shall arise concerning legalcompliance by ViSalus, the

matter shall be submitted tothe ViSalus Compliance

Committee in writing [email protected].

VIPs shall make no falseor misleading statements

concerning these relationshipsand understand that if they doso, their relationship with ViSa

may be immediately terminate

Reporting of Taxes:

VIPs are not considered employefor purposes of the Federal

Insurance Contributions Act, theSocial Security Act, the Federal

Unemployment Tax Act, lawsrequiring Income Withholding by

ViSalus or any other laws govern


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employees. It is the responsibility of

each VIP to make self-employmentand Federal Income Tax paymentsas required by law. ViSalus does

not deduct any personal taxes fromcommissions and/or bonuses. At

the end of the year, as required bylaw, ViSalus provides each VIP and

the Internal Revenue Service with

a 1099 Form. Currently, state lawsrequire the reporting of incomes of

Six Hundred ($600.00) dollars ormore. These laws may change over

time and ViSalus will furnish 1099Forms in accordance with those

laws. The 1099 Form reports thetotal income earned by each VIPfrom ViSalus during that year.

Returned Check Policy:

ViSalus will deposit checks once.Any check remaining unpaid will be

subject to a Twenty-dollar ($20.00)returned check fee. The VIP willbe deactivated until they have

remitted, via credit card, moneyorder or cashiers check only, the

total amount of the returned checkplus the returned check fee. Only

upon receipt of this payment will theVIP be reactivated. While a VIP isdeactivated for a returned check, all

commissions and/or bonuses will beheld until ViSalus has received the

total balance due. If a period of 30days has passed since a deactivation

for the NSF check and the balancedue has not been remitted, allcommissions and bonuses payable

will be permanently forfeited. ViSalusmay require that a VIP who has

previously had a check returned fornon-sufficient funds (NSF), remit all

payments for future transactions viacredit card.

Commission Charge-backs:

ViSalus pays commissions to theVIP based on the previous monthsvolume. In the event a product

should be returned, the VIP will becharged back for any commissions

generated by the sale of that product.The process will retract commissionsfrom the appropriate VIP and the

respective upline. This charge-backwill occur by debiting the VIPs

current monthly volume for the productamount. This will occasionally show

a negative amount for volume. To

POLICI

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&

PROC

EDURES remain qualified for their position, any

volume debited must be made upthrough additional sales bringing theVIPs volume back up to qualifications

defined within the compensation plan.

VII. PROHIBITEDPRACTICES OF VIPS

ViSalus conducts business in anethical and credible manner, and

expects all VIPs to work ethicallywith their Customers, with each

other, and with the Company.ViSalus permits no unethical

activity and ViSalus will intervenewhen unethical behavior is evident.ViSalus reserves the right to use

its best judgment in decidingwhether certain VIP activities are

unethical and if determined so,are grounds for terminating the

VIP position. If for any reasona VIP violates any of the termsof the Agreement and/or these

Policies & Procedures, ViSalusreserves the right to immediately

terminate the VIPs position. Suchaction by ViSalus will terminate

any and all rights of the VIP andany further payments of any kindand is effective at the time of the

violation. The ViSalus ComplianceCommittee will determine if a

violation has been made and theappropriate action or response.

Examples of unethical activityinclude, but are not limited to:

1. Providing false information onpaperwork, such as forging

signatures;2. Cross-line recruiting (see below);

3. Making false or misleadingrepresentations as to potential

income, product benefits, theactual use or effect of ViSalus

forms, the ViSalus relationshipwith its suppliers, or any otheruntrue statement regarding the

nature of ViSalus and its businessoperations and products;

4. Contacting any supplier orprovider with whom ViSaluscontracts without ViSalus written

authorization;5. Writing bad checks to either the

Company or another VIP;6. Depositing checks made

payable to ViSalus into personal

accounts instead of immediate

forwarding them to the Compa7. Spreading rumors throughout t

Company with malicious intent

and8. Failure to report any known

incidents of someone elseviolating the Policies &

Procedures or other suspicious

activity

Cross-Line Recruiting:

ViSalus strictly prohibits cross-li

recruiting which is the solicitatiof any VIP who was already

referred by another VIP. Directlyor indirectly soliciting involvemeof a referring VIP, or assisting in

the solicitation of a referring VIPof any existing or pending VIP

into another sales organization which they are not currently a VI

is also prohibited. The offendingenroller OR enrollee will facedisciplinary action, up to and

including termination.

Right to Enrollment

ViSalus believes in supporting a

as one community. Therefore, VIP from one business organizatextends an invitation to a poten

new VIP to attend a ViSalus liveevent, and the person attends, i

strictly prohibited for a second Vto enroll the potential new VIP.

The VIP who first extended theinvitation to the potential new V

has the right to enroll that persofor a period of ninety (90) days

from the date of the ViSalus liveevent that the potential new VIP

attended, at the invitation of thefirst VIP.

The potential new VIP attending

the ViSalus live event must be fuaware that they are attending thevent as a guest in order to lea

about ViSalus products andthe Company.

Examples of live ViSalus eventsare: Vitality, National Directors

Day and events which are VIP-run such as Challenge Parties

(VIP and at least two invitees),Local Success Trainings, Regiona

Success Trainings, National Succ


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9

POLICI

ES

&

PROC

EDURES Trainings, etc.

One-on-one meetings, where a VIPshows a video and serves a shake

to a potential VIP, do not meetthis definition.

Any violation of this policy will

result in immediate disciplinary

action; the following steps will beused to resolve the violation:

1. The upline Ambassador of theoffending enroller must contact

the upline Ambassador of theperson affected. They have seven

(7) days to come to a resolution.Both Ambassadors should contactViSalus Compliance with their

resolution.2. If the upline Ambassadors are

unable to resolve: To maintain the integrity of

the structure, ViSalus will movethe enrollee in question to thePromoter who had brought

the enrollee to the live ViSalusevent; and

The enroller in violation willreceive an official warning

letter from Complianceinforming them of theirviolation and will be placed on

a 90-day probation.3. If the same VIP has a 2nd violation:

The upline Ambassadors haveseven (7) days to come to a

resolution. If no resolution isagreed upon the enrollee willbe moved to the Promoter who

had brought the enrollee to thelive ViSalus event; and

The offending enroller willbe placed on a mandatory

30-day suspension for this2nd violation, regardless of

the Ambassadors resolution.During this suspension any

commission generated will beforfeited.

4. If the same VIP has a 3rd violation:

The upline Ambassadors havethe opportunity to come to a

resolution. If both Ambassadorsare unable to come toan agreement, the upline

Ambassador of the offendingPromoter will relinquish 10% of

their monthly commissions; and The VIP in violation will

be terminated.

The goal behind this policy is toensure that the newly enrolledVIP is placed under the VIP who

actually worked to enroll him/her.

The Compliance Committee willtake strong disciplinary action, if

in resolving the Right to Enrollment

issue, evidence comes to lightthat the parties misrepresented

the truth or lied regarding thesequence of events, extending an

invitation to attend a live event ordate the new Promoter attended

his/her first ViSalus live event, etc.

Deceptive Enrollments:

Any attempts of a Promoter toredirect individuals to their own

site for enrollment purposes, in lieuof the site of the Promoter where

the individual intended to enroll,is grounds for disciplinary actionincluding possible termination of

Promotership. Any positions createdas a result of this activity will be

moved to the correct enroller.

Switching Teams:

It is strictly prohibited for a VIP toswitch from one sponsor line to

another. If a VIP enrolls someonewho is already in ViSalus, the 2nd

position is deemed null and voidand will be deactivated. Any VIPs

enrolled under this 2nd positionwill remain as is. The offendingenroller OR enrollee will face

disciplinary action, up to andincluding termination.

Promoting other multi-level

marketing companies versus

pre-existing income from another

multi-tiered compensation plan

(multi-level marketing company):

Once an Individual becomes aViSalus Promoter, he/she can nolonger actively promote another

MLM company, regardless whetherthe products or services are

competing or not.ViSalus promoters are allowed

to keep income from a previousMLM company, so long as ViSalus

policy on active promotingand recruiting into another

business entity is followed

(see above paragraph).

If a husband and wife own separapositions in ViSalus, and one of

them begins to promote anotherMLM, both positions are subject to

suspension and/or termination.

Recruiting ViSalus Promoters i

another business entity:It is strictly prohibited to

contact, solicit or recruit any VIPwhether active or inactive, into

any organization that utilizes amulti-tiered compensation plan

(multi-level marketing companyor MLM). Promoting and/orrecruiting via any type of social

media is a violation of this policViSalus reserves the right to see

appropriate remedies againstPromoters who engage in this

activity including legal actionwhere appropriate. Where thereis reasonable proof that a VIP is

actively promoting another MLMand/or recruiting another VIP in

another MLM opportunity, theoffending VIP will be placed on

immediate suspension, pendingan investigation.

If the investigation confirms theallegations, the offending VIP will

immediately terminated from ViSa

Inventory Loading:

ViSalus reserves the right to limiPromoter and Customer orders

to a maximum of $4,999.00 in aone-month period regardless of

payment method. This includesplacing orders on more than on

account, using multiple creditcards in one persons name,

which would total an amountover the $4,999.00. We do not

suggest or condone the practiceof ordering large quantities ofinventory for the sole purpose o

qualifying for a position in theViSalus Compensation Plan. To

protect against this, we monitor account activity on a monthly baand reserve the right to investig

or take disciplinary action shoulwe believe such practices may

be taking place. Should we findthat this has occurred, the order

will be pulled and any position


10/16

10

POLICI

ES

&

PROC

EDURES promotions will be put on hold

until resolution is reached withina reasonable amount of time.Inventory consists of any products,

Basic, Executive and Star PromoterSystems and sales tools. No VIP

should purchase more than onePromoter System.

Spam:Spam is a message that advertises

goods or services posted to amessage board against stated

policy, sent to someone withoutprior consent, or sent in the

absence of a previous relationship.For purpose of ViSalus Anti-SpamPolicy, Spam includes:

Email sent to people youdont know;

Emails sent to people you know,but who arent expecting a

solicitation from you; Off-topic or excessive messages

posted to Usenet news groups

and message boards; and Solicitations posted to chat rooms,

or individuals via Internet RelayChat or Instant Messaging.

ViSalus strictly prohibits its VIPsfrom spamming and all other forms

of Internet abuse to seek referrals.

Tampering of Funds:

Any VIP tampering with funds or

operating a bank account in thename of ViSalus, or any similarname may have their VIP

position terminated.

Contact with Suppliers:

VIPs are strictly prohibited from

having any direct contact withsuppliers whom ViSalus contracts

unless it is in specific relation toa personal account they currently

have with the supplier. A VIPmay contact a supplier in regardto a ViSalus Customer only with

prior written authorization fromViSalus. Please direct Customers to

contact their appropriate providerof service directly to resolveany problem or issue that may

incur. ViSalus has contracted withcompanies that have trained staff

available to handle such situations.

Sponsor/Enroller Changes &

Structure Changes:

ViSalus believes in and maintainsthe maximum protection of the

sponsor/enroller or enrolling andsponsoring relationship. ViSalus

has one of the longest waitingrooms in the industry at sixty

(60) days. Therefore, no structure

changes are permitted after sixty(60) days of enrollment. Changing

of a sponsor or enroller is strictlyprohibited unless the VIP has been

resigned for one (1) full calendaryear. The only method for changing

relationship is to submit a writtenrequest of resignation or interest ina position; only after a period of no

less than one (1) full calendar yearfrom the date of the resignation,

will authorization to rejoin underanother VIP be permitted.

NOTE: ViSalus will not mediate any

disputes involving sponsorship.

However, ViSalus does reserve the

right to review sponsoring/enrolling

practices.

Retail Sales Policy:

ViSalus has chosen a Direct Sales/Network Marketingmodel rather

than other possible retail models.Therefore, Promoters are expected

to rely on networking to sellproduct and recruit new Promoters

pursuant to the following policies.

Public Retail Venues:

Promoters shall not advertise, storeor sell ViSalus products in public

retail establishments, includingbut not limited to health food

stores, drug stores, pharmacies,grocery stores, flea markets, chain

stores, shopping malls or anyother similar establishments in

which the primary function is theretail sale of products rather thanprofessional services.

Private Retail Venues:

ViSalus promotional materialsand products may be displayedin the interior of private or

restricted-access offices, business,private associations, fitness clubs

and other establishments intowhich the general public is not

allowed except by appointment

or membership and in which

the primary trade is the sale ofprofessional services, not produThis Policy does not apply to

online retail store sales. (See thfollowing section on Online Stor

and Retail Sales).

VIII. ONLINE STORES AND

RETAIL SALES

ViSalus maintains a comprehenssuite of web services and tools t

support its VIPs in their individuabusinesses. These are more tha

enough to support any VIP andany organization in leveragingonline retail sales as a tool to

promote the brand, the productsand the opportunity. However, V

are independent businesspersoand some may choose to host a

maintain their own websites thaare wholly or partially devotedto generating retail sales. Even

a personally maintained landingpage is linked to the ViSalus

back office in order to completetransactions, it is still considered

personally-hosted website and isubject to this section.

ViSalus requires advanceregistration of these proposed

websites or web pages. TheVIP Retail Website Certification

Application is available onrequest from the ComplianceDepartment, or it may be submitt

on-line at policies.vi.com. On receof a completed Registration Form

ViSalus will provide guidelinesfor the proper construction and

operation of the site in order toensure full compliance with the

Policies & Procedures. ViSalus wilthen review the site pre-launch an

if it is deemed to be satisfactory,ViSalus will issue a Letter ofCertification. There will be a

registration fee of $2,500.00 andan annual audit fee $500.00.

No VIP website may launch untilthe Registration Form is complet

the initial fee is paid, and theCertification Letter is issued by t

Compliance Department. Failureto follow this procedure is a

Policy & Procedure violation and


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11

POLICI

ES

&

PROC

EDURES will result in disciplinary action up

to and including deactivation ofyour position.

Please contact the ComplianceDepartment at compliance@

visalus.com for further informationor to request a Registration Form.

VIPs who are already operatingpersonal websites should contact

the Compliance Departmentimmediately to complete this

process retroactively. Those whodo not will eventually be contacted

and required to do so.

IX. ONLINE MARKETS,AUCTIONING ANDSOCIAL MEDIA

Appearance of Corporate

Sponsorship and/orEndorsement:

It is strictly prohibited for VIPs to

create marketing materials thatmay be mistakenly perceived to

be created by ViSalus Corporate.ViSalus Independent Promoter

should be prominently displayed,on all Online Markets, Auctionand Social Media pages so as to

avoid any confusion of Corporatesponsorship or endorsement.

Any use of ViSalus trademarks,

logos, etc. without approval is alsoprohibited on social media pages.

Online Auction Sites and

Internet Malls:

Online auction sites, most notablyeBay, can be valuable tools

for building and promoting theViSalus business. However, they

can also be terribly damagingto the brand and the opportunity

because they are often-viewed asa place to dump cheap, flawedor unsatisfactory goods. In the

public eye, a key indication ofquality issues is a willingness to

sell at a discount and needless tosay, discounting occurs as a matterof routine on eBay. Even if quality

is not called into question, thesesales can generate severe issues

between VIPs as retail customersare drawn away from the VIPs who

actually cultivated them.

In light of the foregoing, and in

order to preserve and protectViSalus brand and businessreputation for high quality and

service, ViSalus will only permitsales on eBay (or any other

auction site) at the SuggestedRetail Price along with applicable

shipping & handling fees (free

shipping & handling is prohibited).

In addition, any VIP who liststhe products on eBay or another

auction site must include his orher ID# on the page where the

products are being promoted soas to ensure that our sales arecompletely transparent and give

no indication that we do not standby our products both as individuals

and as a company.

Some Internet sites or malls, suchas Amazon, are not necessarilydevoted to the auctioning of

products, but may neverthelessbecome problematic for the

reasons set forth above and forother reasons. ViSalus reserves

the right, in its sole and absolutediscretion, to require that VIPsdiscontinue or alter their usage of

such sites when it is our belief thatusage is damaging the ViSalus

brand or our business reputation.

Failure to comply with theforegoing will result in seriousdisciplinary action up to and

including deactivation of positions.

Social Media Sites:

Social media is a large part of the

ViSalus culture, and VIPs shouldpromote their business accordingly.

Prohibited practices are any socialmedia pages, links, blogs, etc.

where the page is attempting toappear like a ViSalus corporate-sponsored page. Social media

sites include but are not limitedto: Facebook, Twitter, LinkedIn,

Myspace, BranchOut, Spoke, etc.

X. SALES TOOLS

Sales Tools & Merchandise:

ViSalus strives to provide ourIndependent Promoters with the

tools they need to market and

promote their business effectively

ViSalus encourages Promoters to thepre-approved marketing tools tha

are available to Promoters inVi-Net found under marketing too

Promoters are also encouragedto use Vi-Net as their marketing

system. At times, Promoters reque

permission to create their ownmarketing tools and materials. Fo

those occasions, we have createdthe following policies to protect b

the Company Brand and Trademaas well as ensure Independent

Promoters do not make claimsthat misrepresent the Company,the business and income, or

ViSalus products.

Use of Trademarks, Trade

Names and Logos:

ViSalus is the sole owner of theirtrademarks. By signing theirIndependent Promoter Agreemen

each Independent Promoteragrees not to use the Companys

trademarks, trade names, or logoor any variations thereof in any w

without prior written consent byViSalus. These belong exclusivelyViSalus, which endeavors to prote

the name ViSalus, the trademark,the trade names and the designs

labels, to prevent unauthorized us

A trademark or logo is a proprietaname or symbol that ViSalus has texclusive right to use.

A trademark also includes the

names used for ViSalus productsA trade name is a business nam

that ViSalus has the exclusive rigto use. Company names such as

ViSalus and ViSalus Canada areour legal trade names.

Promotional Items:

VIPs are allowed to create pers

promotional items using the preapproved marketing tools found

Vi-Net and the Vi-Store.

Any marketing materials outside

pre-approved marketing tools minclude the words Independent

Promoter to make it clear that thitem is not Corporate-sponsored

or endorsed.


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12

POLICI

ES

&

PROC

EDURES Apart from the pre-approved

marketing tools available inVi-Net, and the Vi-Store, it is notpermissible for a VIP to use the

Companys trade name and/or trademark on promotional

items including but not limitedto: apparel (t-shirts, hats, other

clothing), promotional items (pens,

decals, car window shields, etc.),advertising (TV, radio, Internet),

print tools (flyers, postcards,banners, brochures, etc.), website

domains, website systems(replicable websites, training, etc.),

mobile applications and otherforms of display that promotethe Company, the products, or

the opportunity.

Marketing and Educational

Materials:

Company marketing tools andmaterials may not be duplicated orreproduced. This includes manuals,

Audio CDs, DVDs, brochures,business cards, websites, web

videos, etc. Reproduction ofunapproved Corporate-developed

materials for personal use orre-sale profit will not be toleratedand can result in termination and

financial ramifications.

Independent Marketing Tools

and/or Services:

The intent behind Promoter-produced materials should beto support the building of their

ViSalus business. Promotersshould not be in the business

of soliciting other Promoters tobuy independent products or

services. Promoters may not sellindependent products or services

on ViSalus-promoted websites, atCompany-sponsored events, on

Facebook, other social media sitesor community forums where theViSalus community has a presence.

This includes marketing servicesthat target ViSalus Promoters. A

Promoter can market and/or usetools such as lead generationsystems or similar products within

its organization, but cannot sellthese tools to other Promoters.

Marketing and/or use of suchtools is restricted to within the

Promoters organization only.

Ambassador Exceptions:

Under certain conditions, 3-StarAmbassadors and above maybe permitted to create additional

marketing materials for personal andteam use only. Such items should not

be promoted across lines to otherteams. Any item created outside those

provided by the Company must use

the Independent Promoter logosprovided by the Company, and will

not misrepresent the item or messageas being a corporate-sponsored or

endorsed item. Any supplementalmaterials created by the Ambassador

must be approved in writing by theViSalus Compliance Department beforethey can be used. Send the request

and a copy of the proposed item orliterature to [email protected].

Upon approval all material MUSTstay in the same format. Any changes

must be resubmitted to Compliancefor approval.

The Promoter income opportunityshould revolve around the sale

of ViSalus products. No morethan 5% of a 3-Star (or above)

Ambassadors total income shouldbe made from selling their owntools. ViSalus reserves the right to

ask for an audit of sales, to ensurecompliance with a focus on selling

ViSalus products. Refusal of theaudit is grounds for termination.

Advertising and Media:

Advertising, including Radio,

TV, and Affiliate (Internet leadgeneration) programs, Internet

banner ads, and other typesof marketing tools that mention

ViSalus products or opportunity,must follow the same policy and

be approved by the Companybefore they are aired, to ensure

compliance with the brand, andproduct and opportunity claims.

Directories:

Promoters may feature ViSalus on

personal websites, but must seekapproval by sending an email [email protected] before

uploading to the Internet andregistering with any search engines.

Promoters may list Promoter

telephone or fax numbers in the

white or yellow page section of a

telephone book using the followiformat exactly: Smith, Bob

ViSalus Independent Promoterxxx-xxx-xxxx

Any violation of the above policie

could result in the termination of

your Promotership. A Promoterwho uses unapproved marketing

materials assumes all liability forany claims that may violate FTC o

FDA regulations. Promoters whoviolate this policy can also be

held responsible for any potentiarevenue loss, legal fees or otherCompany losses that may result

from their violation.

Implications of Policy Violatio

ViSalus may undertake, at its so

discretion, with or without prior notthe following actions upon a violatof any of the policies.

Frozen Accounts/Suspension:

Upon the receipt of a crediblecomplaint ViSalus may immedia

freeze the VIP account of theindividual implicated in the abusFrozen accounts are intended to

prevent the abuser from benefitifrom their abusive activities by

prohibiting the offender fromregistering referrals or receiving

payments. After a thoroughinvestigation, if the incident isverified but does not rise to the

level of a terminable offense,ViSalus may, but is not obligated

to, lift the freeze.

VIP Account Termination:

Upon the receipt of a credible

complaint, ViSalus mayimmediately terminate the

VIP implicated in the abuse.Deactivating a VIP results in theimmediate termination of the

position, access to all reports, thforfeiture of any future monies, a

the prohibition against any futurVIP position.

If a VIP is terminated, theirpersonally enrolled downline wi

roll up to the next direct upline sin good standing and be placed

within sixty (60) days.


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13

POLICI

ES

&

PROC

EDURES If a Promoter is deactivated for

any behavior that ViSalus deemsunethical or against the policies,ViSalus reserves the right to

terminate the VIPs spouse due toa conflict of interest.

SUMMARY OF POLICIES &PROCEDURES

ViSalus has developed these

Policies & Procedures in order tomaintain order and integrity in our

program and between our VIPs.ViSalus reserves the right to make

any and all necessary changes tothese Policies & Procedures, theCompensation Plan, and sales tools

or materials. All active VIPs will bemade aware of any changes via the

Resource Library in Vi-Net or emailnotification. If for any reason a VIP

violates any of the terms of theAgreement and/or these Policies& Procedures, ViSalus reserves the

right to immediately terminate ordeactivate the VIP position. Such

action by ViSalus will terminateany and all rights of the VIP and

any further payments of any kind,and is effective at the time ofsaid violation.

How to Report Abuse:

To report a violation of any of theViSalus policies, please forward

all relevant evidence to theViSalus Compliance Committee:[email protected] or write to:

ViSalus340 E Big Beaver Rd #400

Troy, MI 48083

ViSalus INDEPENDENTPROMOTER (VIP) TERMSOF AGREEMENT

By joining ViSalus these are theTerms you have agreed to. Referto the Policies & Procedures for

detailed information.1. I acknowledge that I am of legal

age to enter into this Agreementand that I am a real person.

2. I understand and acknowledge

that this Agreement is not bindinguntil received and accepted

by ViSalus.3. I agree that as a Promoter, I am

responsible for determining my

own business activities and that

I am not an agent, employeeor legal representative ofViSalus. I am responsible for the

payment of all federal and stateemployment taxes and any other

tax required under any federal,state or regulatory law. In the

event that I fail to provide ViSalus

a valid Social Security Number oremployer identification number,

ViSalus may withhold commissionsdue to me until a valid number

is provided.4. I understand that I am not being

sold a franchise or businessopportunity.

5. I may cancel this Agreement

for any reason, at any time,by giving ViSalus prior written

notice. ViSalus may terminatethis Agreement in writing upon

violation of Policies & Proceduresor in the event I violate anypart of this Agreement. In such

event, no further commissionswill be paid by ViSalus. To cancel

this Agreement, I must emailnotification of cancellation to

[email protected]. I agree that as a ViSalus

Promoter, I shall place primary

emphasis upon the sale ofProducts and Services to

non-Promoter consumers asa condition of my receipt of

commissions. Commissions Ireceive will be based uponfulfilling certain terms of

qualification as set forth bythe Marketing Program and

Compensation Plans as may beamended from time to time. A

Three Dollar ($3.00) processingfee will apply to all payments.

7. I agree to keep accurate recordsand to abide by all federal, state,

and local laws and regulationsgoverning the sale or solicitationof the products and services

marketed by ViSalus including,but not limited to, any and all

permits and licenses required toperform under this Agreement.

8. I understand that no attorney

general or other regulatoryauthority ever reviews, endorses,

or approves any product,subscription, compensation

program or company, and I will

make no such claim to others.

9. I understand that a $25Administration Fee will becharged annually to my credit

card on file with ViSalus. Thisfee is for services, which includ

but are not limited to, downlinereporting, Customer tracking

and accounting services. The

Administration Fee will becharged in the month of my

enrollment anniversary andif not paid will result in my

Promotership being placed onFinancial Hold for up to ninety

(90) days. If the AdministrationFee remains unpaid ninety(90) days after it was due, my

Promotership will be terminateand downgraded to a Custom

Account and I will forfeit anycommissions that were held

since the time I was placedon Financial Hold. If myPromotership is terminated, I

understand that I must re-enroas a brand-new Promoter and

not be placed back in my origspot if I wish to pursue the ViSa

opportunity again. I understanthat I will have to wait for atwelve (12) month period from

date of the termination.10. I agree that ViSalus shall not b

liable under any circumstancefor any damage or loss of any

kind, including indirect, speciapunitive, compensatory, orconsequential damages, losse

or profits which may result fromany cause, including but not

limited to, breach of warranty,delay, act, error or omission

of ViSalus, or in the event ofdiscontinuation or modification

of a product or service offeredby ViSalus.

11. ViSalus shall periodicallymake sales literature and/or promotional materials

available. However, I am undeno obligation to purchase any

materials or literature at anytime. Refunds shall not beallowed under any circumstan

including, but not limited to,termination of this Agreement,

obsolescence of such salesliterature or promotional mater

or any other reason. Except as


14/16

14

the Circuit Court for Oakland

County, State of Michigan, orFederal Court located in DetroMichigan. Michigan law shall

apply to the resolution of alldisputes. Louisiana residents

may choose Louisiana lawand jurisdiction.

20. I acknowledge that I have

read and fully understand theViSalus Policies & Procedures

and Compensation Plan, whichare incorporated herein by

reference and are binding upome. In order to maintain a viab

marketing program and tocomply with changes in federastate or local laws or economi

conditions, ViSalus may revise Compensation Plan and Polici

& Procedures from time to timeAll changes thereto shall be

effective upon verbal or writtennotice to me and become abinding part of this Agreemen

21. I acknowledge that thisAgreement, Compensation Pla

and the Policies & Proceduresincorporated herein by referen

constitute the entire Agreemenbetween the parties and shallnot be modified or amended

except in writing, signed byViSalus. This Agreement sha

be binding upon and inure tthe benefit of heirs, successo

and permitted assigns ofthe parties hereto. If anyprovision of the Agreement i

determined by any authorityof competent jurisdiction to

be invalid or unenforceablein part or in whole for any

reason whatsoever, the validof the remaining provisions o

portions thereof shall not beaffected thereby.

22. During the term of this Agreem(including any amendments), Iwill not sell any other products

services whether competing ornot, for any MLM entity. I agree

that I no longer promote anyother organization that utilizes multi-tiered compensation plan

23. During the term of this Agreem(including any amendments)

and for one (1) year thereafterunderstand and agree that I w

not contact, solicit or recruit an

POLICI

ES

&

PROC

EDURES specified in paragraph 25.

12. I agree that as a Promoter, thisAgreement grants me the limitedauthority to promote and sell the

products ViSalus markets subjectto the terms and conditions

established by ViSalus.13. I will not make any false or

misleading statements about

ViSalus or its marketing program.I agree that I will operate in a

lawful, ethical and moral mannerand will not engage in or perform

any misleading, deceptive orunethical practices. In the event

I violate any of these conditions,my position may be terminatedwithout further payment or

compensation of any kind.14. I acknowledge that I am

responsible for supervisingand supporting the Promoter I

sponsor into the program andin my commissionable network.I agree to maintain monthly

communication and supportto those individuals in my

commissionable network throughwritten or verbal communication

and attendance at meetings.15. I acknowledge that ViSalus

expressly reserves all proprietary

rights to the Companystrademarks, trade names,

logos (Proprietary Marks)and copyrighted materials. I

understand, acknowledge andagree that any monies that Ipay ViSalus are in consideration

of my receiving a non-exclusivelicense, during the term of this

Agreement, to use the ProprietaryMarks of ViSalus stipulated

in the Policies & Proceduresand in conjunction with the

marketing program providedto me. I further agree that I will

not use ViSalus ProprietaryMarks in any form whatsoeverexcept as permitted in writing

by ViSalus or in advertising orpromotion materials provided,

designed or published byViSalus. I understand that I maynot photocopy or duplicate

any materials provided by orpurchased from ViSalus without

written authorization and thatthe unauthorized use of any

Proprietary Mark is a violation of

federal law and this Agreement

constituting grounds fortermination of this Agreementby ViSalus.

16. I understand that as a Promoter,I am free to select my own

means, methods and mannerof operation and that I am

free to choose the hours and

location of my activities underthis Agreement subject only to

the terms of this Agreement andViSalus Policies & Procedures.

17. I acknowledge that I amnot guaranteed any income

nor am I assured any profitsor success. I certify that noclaims of guaranteed profits

or representations of expectedearnings that might result from

my efforts have been made byViSalus or any ViSalus Promoters.

In this connection, I shall notrepresent directly or indirectly thatany person may, can or will earn

any stated gross or net amountnor that sponsorship of others

is easy to secure or retain, orthat substantially all Promoters

will succeed.18. I acknowledge that I have the

right to sign up as many personal

Customers as I wish. I will receivea commission each month

from my personal Customerspurchases and my downline

network in accordance with theViSalus Compensation Plan thenin effect.

19. I agree to indemnify and holdharmless ViSalus from any and

all claims, losses, damagesand expenses, including any

attorneys fees, arising out of myactions or conduct in violation of

this Agreement, CompensationPlan or any Policy or Procedure

of ViSalus. I agree that in orderto recoup any damages andexpenses it has incurred due

to such violation(s), ViSalusmay offset any commissions or

other payments due me. In theevent a dispute arises as to therespective rights, duties and

obligations under this Agreement,Compensation Plan or the

Policies & Procedures of ViSalus,it is agreed that such disputes

shall be exclusively resolved in


15/16

15

POLICI

ES

&

PROC

EDURES VIP, whether active or inactive,

into any organization that utilizesa multi-tiered compensationplan. This includes indirect

recruiting via any social media.I acknowledge that my violation

of this provision will result inimmediate termination of my

Promotership and payments of

any kind.24. I understand that if for any reason

a VIP violates any of the termsof the Agreement and/or these

Policies & Procedures, ViSalusreserves the right to immediately

deactivate or terminate myposition. Such action by ViSaluswill terminate any and all of my

rights and any further paymentsof any kind and is effective at the

time of said violation.25. ViSalus Executive and Star

Promoter System and BusinessOpportunity Return Policy: AnIndependent Promoter who

resigns their Promotership andcancels this Agreement within

thirty (30) days of enrollmentmay return unused products from

the Executive and Star PromoterSystem which are unopened andin resalable condition. A refund

will be issued for the value of

the Business Opportunity ($49)and the value of unused andsaleable products up to $450.

If an Independent Promotercancels their Promotership within

their first year but more than30 days after their enrollment

date, the same guidelines apply,

however returned, saleableproducts will result in a product

credit equal to the discountedvalue of those products (up to

$450) rather than a refundand will be subject to a

restocking fee.


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With ViSalus, every new Promoter has an equal opportunity. Your personal desire, work ethic and

willingness to learn our proven system will determine the level of success you have within the program.

SUPPORT INFORMATIONToll-Free Promoter Relations:

1-877-VISALUSMondayFriday: 24 hours

Saturday: 9:00am5:00pm ET

Toll-Free Customer Relations:

1-877-VISALUS

MondayFriday: 24 hoursSaturday: 9:00am5:00pm ET

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Policies and Procedures Visalus

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