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• POLICIES AND PROCEDURES • The policies and procedures serve as a guide to your relationship with NUTRIBIZ INTERNATIONAL, INC., hereinafter "NUTRIBIZ." Carefully review this document. We are here to support you and your efforts in your new business. Please contact your upline sponsor or the corporate office if you have any questions. NUTRIBIZ embraces all of the principles of ethical personal and sound business conduct that makes us a company of trust and a legacy in this industry. NUTRIBIZ is a direct selling, Internet sales company marketing products to its customers through Independent Distributors. The Policies and Procedures herein are applicable to all distributors of NUTRIBIZ. This statement of Policies and Procedures and the Compensation Plan are incorporated into the Distributor Application and Agreement and constitute the entire agreement of the parties regarding their business relationship. These rules are reasonably related to the laws of the Philippines and shall be governed in all respects thereby. These policies and all agreements between NUTRIBIZ and Independent Distributors shall be governed by the laws of the Philippines, and are binding on successors and assigns of both parties. Should any portion of these rules and regulations, of the Independent Distributor application and agreement, or of any other instruments referred to herein or issued by NUTRIBIZ, be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect. • APPLICATION FOR INDEPENDENT REPRESENTATIVE STATUS • A person may become a NUTRIBIX Independent Distributor by completing the on-line sign-up process. The Distributor Agreement becomes a binding contract when the Distributor Agreement is received and accepted by NUTRIBIZ. NUTRIBIZ reserves the right to reject at its discretion, any application deemed unacceptable. Applicants and Distributors may not submit inaccurate or false information on a Distributor Agreement. Incomplete and inaccurate Distributor Agreements will not be accepted by NUTRIBIZ, but will be returned for completion and resubmission. Each Distributor is responsible for informing NUTRIBIZ of any changes affecting the accuracy of the Distributor Agreement. • LIABILITY • To the extent permitted by law, NUTRIBIZ shall not be liable for and Distributor releases NUTRIBIZ from, and waives all claims for any loss of profits, direct or indirect, special or consequential damages or any other loss incurred or suffered by Distributor as a result of (a) the breach by Distributor of this Agreement, (b) the operation of Distributir's business, (c) any incorrect or wrong data or information provided by Distributor, or (d) the failure to provide any information or data necessary for NUTRIBIZ to operate its business, including without limitation, the enrollment and acceptance of DISTRIBUTOR into the income opportunity or the payment of commissions and bonuses. • INDEPENDENT CONTRACTOR STATUS • NUTRIBIZ Distributors are independent contractors. They are not franchisees, joint venture partners, employees or agents of NUTRIBIZ, and are prohibited from stating or implying, whether orally or in writing, otherwise. Distributors have no authority to bind NUTRIBIZ to any obligation. Independent Distributors will not be treated as employees with respect to such services for Philippine tax purposes. NUTRIBIZ is not responsible for payment or co-payment of any employee benefits. Distributors set their own hours and determine how to conduct their NUTRIBIZ business, subject to the Agreement and the Policies and Procedures. Distributors are responsible for liability, health, disability and workmen's compensation insurance as required by Philippine laws. As the Distributor, you are responsible and agree to pay your own business expenses. • LEGAL AGE • All Distributors must be of legal age in their residence to apply to become a an Independent Distributor. • NUTRIBIZ ID # • Every REXNUTRIBIZ Distributor will be issued a unique USERNAME and PASSWORD, which will be used by the Distributor for security purposes when placing product orders and when requesting Genealogy and status information. The original Distributor Agreement must be submitted using a TAX IDENTIFICATION NUMBER or, in the case of a business entity (corporation, partnership or trust), a Company Tax Identification Number for the entity, or appropriate trust identification number if the Representative is not a resident of the Philippines. Distributor Agreements for Philippine residents will not be accepted without one of these numbers. • TERRITORY • Each NUTRIBIZ Distributor is authorized to conduct business anywhere in the Philippines. and in other countries as permitted by the laws of the individual country. There are no territorial restrictions. • REPRESENTATIVE MARRIAGE • If two Representatives marry, they may maintain their separate, independent organizations. • REPRESENTATIVE LEGALLY SEPERATED • If married Distributors who share a Representative position obtain a legal separation, NUTRIBIZ will continue to treat theDistributors pursuant to the original Distributor Agreement until such time as NUTRIBIZ receives written notice, signed by both parties, and notarized, or a court order or decree directing otherwise. In addition, legally separated Distribtuors should submit to NUTRIBIZ a certified copy of any legal judgment or decree, specifying how future payments of commission checks are to be paid. • CORPORATIONS, PARTNERSHIPS AND TRUST • Entity applications must be signed by an authorized officer of the corporation, partnership or trustee of the trust and will become the binding Distributor Agreement for such entity. Entities that are controlled by an existing distributor cannot be sponsored by that distributor. The entity must be sponsored by that distributor's sponsor. • CHANGE OF STATUS • Distributors who wish to change their status from that of an individual Distributor to a participant in a corporation, partnership or trust, may do so at any time, subject to the policies outlined above, and only under the same Sponsor. • DEATH OF REPRESENTATIVE • In the case of the death of a NUTRIBIZ distributor, rights of that Distributor position shall pass to the Distributors heirs. A certified copy of the will or court document along with a new Distributor Agreement in the name of the succeeding individual must be submitted to NUTRIBIZ within ninety (90) days of the death of the distributor. If NUTRIBIZ does not receive appropriate instruction within ninety (90) days of the death of the Distributor, NUTRIBIZ will continue to send checks until ordered by the court. Transfer of ownership will take place after receiving appropriate court documents. • FICTITIOUS AND/OR ASSUMED NAMES • A person or entity shall not apply as a Distributor using a fictitious or assumed name. Distributor must comply with all Philippine and local statutes, regulations and ordinances concerning the operation of their business. • BUSINESS VOLUME REQUIREMNETS • Refer to the Compensation Plan for business volume requirements to remain "active." and "qualified" Failure to keep your Distributor position active and qualified on a monthly basis results in the loss of existing downline volume and volume will not accumulate to earn commissions. Inactivity of more than 6 months may result in the termination of your Representative position. • COMMISSION CYCLE • Commissions are calculated in real time or weekly or monthly, depending on the type. The pay week runs from midnight Tuesday to midnight Monday each week. Commissions are paid 4 days from the Monday, which is every friday. • TAXATION • As Distributor contractors, Distributors will not be treated as franchisees, partners, employees, or agents for tax purposes, including, with respect to the Internal Revenue Code, Social Security Act, or local statute, ordinance, rule, or regulation. It is the responsibility of each Distributor to pay their own income taxes, usually on a quarterly basis. • RECORD-KEEPING • NUTRIBIZ encourages all its Distributors to keep complete and accurate records of all their business dealings. All other transactions, however, are available in the online back office of each distributor. • TERM AND RENEWAL • Subject to the terms of voluntary resignation, suspension and termination discussed in later sections, the agreement shall have a term beginning on the date of acceptance by NUTRIBIZ and be subject to an annual renewal. Notice will be given and NUTRIBIZ reserves the right to charge a renewal fee. Representatives who fail to renew within 30 days will be considered to have voluntarily resigned their Distributor position. A Distributor who fails or elects not to renew his/her Distributor Agreement will lose their Distributor position, all sponsorship rights, wholesale purchasing right and their overrides. Distributors who fail to renew their Distributor status may not reapply under a new sponsor for six (6) months after non-renewal. • CONFIDENTIALITY AGREEMENT • Any information that is contained in any genealogical printout or downline sales report, or online back office system provided by the company to the Representative is the proprietary and confidential information of the company and is transmitted to the Distributor in confidence. The Distributor agrees not to disclose said information whether directly or indirectly to any third party, other person, firm, or entity, nor use the information for purposes of competing with the company or for promoting any other program or products other than NUTRIBIZ program and products. The Distributor and the company agree that, without this agreement of confidentiality and nondisclosure, the company would not provide the information to the Distributor. The Distributor understands and agrees this duty to maintain the confidentiality of this information will survive the termination of their Distributor Application and Agreement for a period of Twelve (12) months. • DISTRIBUTORS CODE OF ETHICS • In pursuing the success of their NUTRIBIZ business, NUTRIBIZ Independent Distributors shall safeguard and protect the reputation of NUTRIBIZ and its products. Distributors shall refrain from all conduct which might be harmful to the reputation of NUTRIBIZ and its products and which may damage the ability of others to fairly represent the NUTRIBIZ opportunity. NUTRIBIZ Representatives will be professional in their approach to their business activities and strictly avoid all deceptive, misleading, discourteous, unethical and immoral conduct. NUTRIBIZ Distributor will respect the honest efforts of fellow Distributors and not engage in predatory or unethical recruitment practices. NUTRIBIZ respects the business activities of all legitimate companies and strictly discourages any NUTRIBIX distributor from unfairly representing any competing opportunity. NUTRIBIZ believes that the ultimate success of all NUTRIBIZ distributor depends on its ability to bring important products and opportunities to the market. This will be done in a positive and honorable way. • VOLUNTARY RESIGNATION • 1) A Distributor may voluntarily terminate his or her Distributor position status by failing to renew or sending a written notice of resignation or termination to NUTRIBIZ. Voluntary resignation is effective upon receipt of such notice by NUTRIBIZ. 2) A Distributor who resigns or terminates his or her Distributor status may reapply as a Distributor six (6) months after resignation. • SUSPENSION • Distributor may be suspended for violating the terms of his or her Agreement, which includes the Policies and Procedures, the Compensation Plan and other documents produced by NUTRIBIZ. When a decision is made to suspend a Distributor, NUTRIBIZ will inform the Distributor in writing that the suspension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspension (if any).The suspension notice will be sent to the Distributor's email address on file with NUTRIBIZ pursuant to the notice provisions contained in the Policies and Procedures. Such suspension may or may not lead to termination of the Distributor's Distributor position as so determined by NUTRIBIZ in its sole discretion. If the Distributor wishes to appeal, NUTRIBIZ must receive such appeal in writing via certified mail within fifteen (15) days from the date of the suspension notice. NUTRIBIZ will review and consider the suspension appeal and notify the Distributor in writing of its decision within thirty (30) days from the date of the appeal. The decision of NUTRIBIZ will be final and not subject to further review. NUTRIBIZ may take certain action during the suspension period, including, but not limited to, the following: 1) Prohibiting the Distributor from holding himself or herself out as a Distributor of NUTRIBIZ or using any of NUTRIBIZ proprietary marks and/or materials; 2) Prohibiting the NUTRIBIZ from purchasing services and products from NUTRIBIZ; and/or 3) Prohibiting the Distributor from sponsoring new Distributors, contacting current Distributors or attending meetings of Distributors. If NUTRIBIZ, in its sole discretion, determines that the violation that caused the suspension is continuing, has not satisfactorily been resolved, or a new violation involving the suspended Distributor has occurred, the suspended Distributor may be terminated. • TERMINATION • A Distributor may be terminated for violating the terms of his or her Agreement, which includes these Policies and Procedures, the Compensation Plan and other documents produced by NUTRIBIZ. NUTRIBIZ may terminate a violating Distributor without placing the Distributor on suspension, at NUTRIBIZ sole discretion. When the decision is made to terminate a Distributor, NUTRIBIZ will inform the Distributor in writing at the address in the Distributor's file that the termination has occurred, effective thirty (30) days from the date of the written notification. • APPEAL • If a Representative wishes to appeal the termination, NUTRIBIZ must receive the appeal in writing within fifteen (15) days from the date of notice of termination. If no appeal is received within the fifteen (15) day period, the termination will automatically be deemed final. If a Distributor files a timely notice of appeal, NUTRIBIZ will review the appeal and notify the Distributor of its decision within ten (10) days after receipt of the appeal. The decision of NUTRIBIZ will be final and not subject to further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice. • EFFECT OF TERMINATION • Immediately upon termination, the terminated Distributor: 1) Is no longer authorized to sell NUTRIBIZ products; 2) Must cease representing himself or herself as a Distributor of NUTRIBIZ; 3) Must remove and permanently discontinue the use of the trademarks, service marks, trade names, any signs, labels, stationary or advertising referring to or relating to any NUTRIBIZ product, plan or program; 4) Loses all rights to his or her Distributor position and position in the Compensation Plan and to all future commissions and earnings resulting therefrom; and 5) Must take all action reasonably required by NUTRIBIZ relating to protection of its confidential information. NUTRIBIZ has the right to offset any amounts owed by a Distributor to NUTRIBIZ from commissions or other compensation due to the Distributor including, without limitation, any indemnity obligation incurred pursuant to the indemnity section. • REAPPLICATION • Any person or entity whose agreement is terminated shall not be allowed to reapply to the company. • REENTRY • Any Distributor who transfers his or her Representative position must wait for six (6) months after the effective date of such transfer before becoming eligible to reapply to become a Distributor. • ACQUISITION OF BUSINESS • Any Distributor desiring to acquire an interest in another Distributor's business must terminate his or her Distributor position status and wait six (6) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by NUTRIBIZ in advance. • CONDITIONS TO TRANSFERABILITY • Except as expressly provided herein, a Distributor may not sell, assign, merge or transfer his or her Distributor position, or rights thereto, without the prior written approval of NUTRIBIZ and subject to the following conditions: 1) NUTRIBIZ possesses the right of first refusal with respect to any sale, assignment, transfer or merger of any Distributor position. A Distributor wishing to sell, assign, transfer or merge his or her Distributor entity must first provide the upline sponsor with the option to make such a purchase or receive such transfer in writing on the terms and conditions as any outstanding or intended offer. The upline sponsor must advise the Distributor within ten (10) business days after receipt of such notice of its decision to accept or reject the offer. If the upline sponsor fails to respond within the ten (10) day period, or declines such offer, the Distributor may make the same offer or accept any outstanding offer which is on the same terms and conditions as offered NUTRIBIZ, to any person or entity, who is not a Distributor, married to, or a dependent of a Distributor, or who has any interest in a Distributor position. 2) The selling Representative must provide NUTRIBIZ with a copy of all documents which detail the transfer, including without limitation, the name of the purchaser, the purchase price and terms of purchase and payment. A transfer fee of PhP 1,000.00 must accompany the transfer documents; 3) The documents must contain a non-compete covenant made by the selling Distributor for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing NUTRIBIZ Distributor for a period of one (1) year from the date of the sale or transfer; and 4) Upon a sale, transfer, merger or assignment being approved in writing by NUTRIBIZ, the buying Distributor must assume the position of the selling Distributor and must execute a current Agreement and all such other documents as reasonably may be required by the Company. • TRANSFER TO DISTRIBUTORS • Except as expressly set forth herein, Representatives may not sell, assign or otherwise transfer his or her Distributor position (or rights thereto) to another Distributor or to an individual which has an interest in a NUTRIBIZ Distributor position. Notwithstanding the foregoing, a Distributor may transfer his or her Distributor position to his or her sponsor, subject to the conditions of the transferability section. In such event, the sponsor's Distributor position and the transferred Distributor position shall be merged into one. • CHANGE OF SPONSORSHIP • Any change of Sponsor is discouraged and requires the prior written approval of NUTRIBIZ (which may be withheld at its sole discretion) and is subject to the following conditions: 1) The notarized, signed consents of the original sponsor, the new sponsor, and the sponsored individual, must be submitted to NUTRIBIZ; 2) A written request for transfer explaining the exact reason for the request of transfer must be submitted to NUTRIBIZ; 3) A transfer fee of PhP 1,000.00 is paid to NUTRIBIZ; 4) The requirements of conditions to transferability section are complied with; Personally sponsored Distributors of the transferred Distributor must request in writing to move with their sponsor. • CIRCUMVENTION OF POLICIES • If it is determined, in NUTRIBIZ sole discretion, that a NUTRIBIZ position was transferred in an effort to circumvent compliance with the Agreement of the Policies and Procedures, the Distributor position will revert back to the transferring Distributor who will be treated as if the transfer had never occurred from the reversion day forward. If necessary, and at NUTRIBIZ sole discretion, appropriate action, including, without limitation, termination, may be taken against the transferring Distributor to ensure compliance with the Agreement and Policies and Procedures. • SPONSORING • Distributors may sponsor other Distributors into the NUTRIBIZ business. Distributors must ensure that each potential Distributor has reviewed and has access to the current Policies and Procedures and Compensation Plan prior to or when enrolling the individual. We have a firm "no stacking" policy. Definition: Stacking occurs when multiple subscribers of a household sponsor each other and purchase product from the "bottom" of the "stack" in order to earn multiple levels of commissions on their own purchases and prevent their upline sponsor from earning on the referral of said affiliate/family into the program. Stacking is strictly prohibited and anyone caught doing so will be immediately removed from NUTRIBIZ permanently and will forfeit all commissions, bids and awarded points. A reward of 10 compounding bids will be awarded to anyone who reports a valid and provable violation of this policy. If multiple family members within the same household (husband, wife, daughter, son, parent) wish to become active NUTRIBIZ Distributor, they must do so under the original sponsor who introduced the first Distributorship to NUTRIBIZ. The same policy applies to corporate entities that are controlled or owned by a Distributor. It is a violation of the No Stacking Policy if such entities are sponsored by the Distributor that controls or owns them. • REFERRAL POLICY • From time to time, prospects will contact NUTRIBIZ directly. It is always the policy of NUTRIBIZ to determine if the prospect has been contacted by a NUTRIBIZ Distributor. If this is not the case, the prospect's information may be forwarded to an active Distributor of the company's choice using whatever criteria deemed appropriate. • MULTIPLE AGREEMENTS • If an applicant submits multiple Agreements which list different sponsors, only the first completed Agreement to be received by NUTRIBIZ will be accepted. The decision of NUTRIBIZ is final. • TRAINING REQUIREMENTS • A Sponsor must maintain an ongoing professional leadership association with Distributors in his or her organization and must fulfill the obligation of performing a bona fide supervisory role in the sale or delivery of products and services. • CROSS SELLING/CROSS SPONSORING • NUTRIBIZ Distributor shall not sell or represent non-NUTRIBIZ products or represent marketing opportunities from other companies to other NUTRIBIZ Distributorss. Non-NUTRIBIZ products or opportunities may not be promoted in any way at official NUTRIBIZ events, meetings, conventions or other gatherings. • VOLUME TRANSFER • NUTRIBIZ does not allow Distributors to transfer sales volume from one Distributor to another Distributor. • PRICE CHANGES • Prices of all NUTRIBIZ products and sales materials are subject to change without notice. • SALE OF PRODUCT • NUTRIBIZ Product may be purchased and sold only within the Philippines and other approved countries. The Company will provide participant access to weekly, monthly commission statements, commission checks. The Company will make available to participant, sales aids, product information, and other information. • TRAINING • The participant will receive training by reading the online materials found on the REX website, in NUTRIBIZ Back Office, product information, and other Company materials. Training will also be provided by the sponsor, and Company training seminars. • Trademarks and Copyrights NUTRIBIZ name, trademarks, service marks and copyrighted materials are owned by NUTRIBIZ INTERNATIONAL, INC. The use of such marks and materials must be in strict compliance with these Policies and Procedures. • USE OF NUTRIBIZ NAME • distributotrs may use the name of NUTRIBIZ only if they are identified as an Independent Distributor of REX in conjunction with the use of the name NUTRIBIZ and its logo or trademarks. Advertising and Promotional Materials: Only the promotional and advertising materials produced by NUTRIBIZ or approved in advance in writing by NUTRIBIZ may be used to advertise or promote a distributor's NUTRIBIZ business or to sell products and services of NUTRIBIZ. NUTRIBIZ literature and materials may not be duplicated or reprinted without the prior written permission of NUTRIBIZ. Stationery and Business Cards: Distributors are not permitted to create their own stationery, business cards or letterhead graphics if NUTRIBIZ trade name and/or trademarks are used. Only approved NUTRIBIZ graphics version and wording are permitted. • PRINT AND ELECTRONIC ADVERTISING • All materials used in the placement of any advertising in any print or electronic media, including Internet web sites must be approved by NUTRIBIZ prior to use. Distributors are not permitted to use the NUTRIBIZ trade names or names deceptively similar to them as a web site address or in any other manner without the written approval of NUTRIBIZ. Telephone, Yellow and White Page Listing: Representatives are not permitted to use REX trade name in advertising their telephone and FAX numbers in the white or yellow page sections of the telephone book except as outlined below. Distributors are not permitted to list their telephone numbers under NUTRIBIZ trade name without first submitting a request to NUTRIBIZ for approval. If approval is granted for an 800 listing, it must be stated in the following manner: "Juan, Pedro D. Independent Distributor". • TELEPHONE ANSWERING • Distributors may not answer the telephone by saying NUTRIBIZ or in any other manner that would lead the caller to believe that he or she has reached the corporate office of NUTRIBIZ. • IMPRINTED CHECKS • distributors are not permitted to use NUTRIBIZ trade name or any of its trademarks or service marks on their business or personal checking accounts. However, Distributors may imprint their NUTRIBIZ business checks with NUTRIBIZ Independent Distributor. • MEDIA INQUIRIES • Media inquiries should be referred to NUTRIBIZ Corporate Office. Distributors are not permitted to create press releases or participate in media interviews without written permission from NUTRIBIZ. • RECORDINGS • Distributors may not produce or reproduce for sale or personal use products sold by NUTRIBIZ or any of NUTRIBIZ-produced literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping of NUTRIBIZ meetings and conferences is strictly prohibited, without Company permission. Still photography is allowable at the discretion of the meeting host. • INDEPENDENT COMMUNICATIONS • Distributors, as independent contractors, are encouraged to distribute information and direction to their respective downlines. However, Distributors must identify and distinguish between personal communications and the official communications of NUTRIBIZ. • COPYRIGHT RESTRICTIONS • With respect to product purchases from NUTRIBIZ, Distributors must abide by all manufacturers' use restrictions and copyright protections. • VENDOR CONFIDENTIALITY • NUTRIBIZ business relationships with its vendors, manufacturers and suppliers are confidential. Distributors must not contact, directly or indirectly, or speak to or communicate with any supplier, service provider or manufacturer of NUTRIBIZ except at a NUTRIBIZ-sponsored event at which the supplier or manufacturer is present at the request of NUTRIBIZ. • PROMOTIONAL MATERIALS • NUTRIBIZ reserves the exclusive right to all uses of its trade names, trademarks, logos and copyrighted material. NUTRIBIZ prohibits the unauthorized use of any of its protected names, marks or logos on any materials for personal use or for resale. • TESTIMONIALS • One of the most effective ways to share the NUTRIBIZ products is to share your personal experiences. These experiences must be your own. • INCOME CLAIMS • Distributors must truthfully and fairly describe the Compensation Plan. No false or misleading income claims may be made to prospective Distributors. Distributors may not use their own incomes as indications of the success assured to others. Commission checks may not be used as marketing materials. Distributors may not guarantee commissions or estimate expenses to prospects. The power of the NUTRIBIZ Compensation Plan may be accurately shown using NUTRIBIZ approved materials. Each Distributor understands that his or her success is dependent on their effort, dedication, resources and the time he or she commits to this enterprise. • REPRESENTATIONS OF GOVERNMENT ENDORSEMENTS • NUTRIBIZ Representatives may not represent that the NUTRIBIZ Compensation Plan or any of its Products are approved by any government agency. • ADVERTISING GUIDELINES • All advertising must be approved prior to use. Failure to receive approval for advertising may result in suspension or termination of Distributor position. What you may use: 1) NUTRIBIZ corporate name and logo only when you identify yourself as a NUTRIBIZ Independent Representative. 2) Logos, copy, etc. provided. What you may not use: 1) Any copyrighted image or document without prior approval. 2) Quotes from any corporate official or other distributor without approval. 3) Third party testimonials. • AMENDMENTS • NUTRIBIZ reserves the right to amend the Rules set forth herein, its wholesale or suggested retail prices, NUTRIBIZ product availability and Compensation Plan, as it deems appropriate. Amendments will be communicated to all Distributors in one or more of the following forms: online newsletters, email or email blast, written or published materials, circulated or made available to all Distributors or publication on the NUTRIBIZ web site. Amendments are effective and binding on all Distributors as of the date of issuance. In the event of any conflict between the agreement of the Rules and any such amendment, the amendment shall control. • NON_WAIVER PROVISION • No failure of NUTRIBIZ to exercise any power or right under these Rules or to insist upon strict compliance by a Distributor with any obligation or provision herein, and no custom or practice of the parties at variance with these Rules, shall constitute a waiver of NUTRIBIZ right to demand exact compliance with these Rules. An authorized officer of NUTRIBIZ may affect waiver by NUTRIBIZ only in writing. NUTRIBIZ waiver of any particular default by a Distributor shall not affect or impair NUTRIBIZ rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Distributor. Nor shall any delay or omission by NUTRIBIZ to exercise any right arising from default affect or impair NUTRIBIZ's rights as to that or any subsequent default. • ARBITRATION • A. All disputes and claims relating to NUTRIBIZ, its products, the Distributor Agreement, or the NUTRIBIZ Compensation Plan, including but not limited to (1) the rights and obligations of the Distributor and NUTRIBIZ, (2) any other claims or causes of action relating to the performance of either the Distributor or NUTRIBIZ under the Distributor Agreement or the Rules and Regulations, and/or (3) the Distributor's purchase of NUTRIBIZ products shall be settled totally and finally by arbitration in Mandaluyong City, Metro Manila. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with preference being an attorney knowledgeable in the direct selling industry. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. If the Distributor files a claim or counterclaim against NUTRIBIZ, the Distributor shall do so on an individual basis and not with any other Distributor or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may if need be, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of the Distributor Agreement. B. Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity or registration of any mark or other intellectual property or proprietary confidential information of NUTRIBIZ without NUTRIBIZ prior written consent. NUTRIBIZ seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to REX. In addition to monetary damages, NUTRIBIZ may obtain injunctive relief against the Distributor for any violation of the Distributor Agreement and for any violation or misuse of NUTRIBIZ trademark, copyright or confidential information policies. C. Nothing in this rule shall prevent NUTRIBIZ from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergent relief available to safeguard and protect NUTRIBIZ interest prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding. D. The existence of any claim or cause of action of the Distributor against NUTRIBIZ, whether predicated on the Distributor Agreement or otherwise, shall not constitute a defense to NUTRIBIZ's enforcement of the Distributor's covenants and agreements contained in the Representative Agreement or the Rules. • JURISDICTION AND VENUE • The distributor Agreement and the Rules shall be construed enforced in accordance with the laws of the Philippines without reference legal principles that would cause the law of another jurisdiction to be applied. Causes of action between the parties hereto of any type, whether on the Distributor Agreement, on fraud or any other tort, or grounded in principles of strict liability or statutes of any kind, shall be heard exclusively in a court of competent jurisdiction in Mandaluyong City, Metro Manila, each party hereby submitting to the jurisdiction of such courts and expressly waiving the right to bring suit in all other courts. In any cause of action the winner shall be entitled to recovery of all reasonable attorney fees, court costs and other costs of the action. • LIMITATION OF DAMAGES • To the extent permitted by law, NUTRIBIZ and its affiliates, officers, directors, employees, and other distributors shall not be liable for, and the Distributor hereby releases the foregoing from and waives any claim for loss of profit, incidental, special, consequential, or exemplary damages which may arise out of any claim whatsoever relating to NUTRIBIZ's performance, non-performance, act, or omission with respect to the business relationship or other matters between the Distributor and NUTRIBIZ whether sounding in contract, tort, or strict liability. Furthermore, it is agreed that any damage to the Distributor shall not exceed, and is hereby expressly limited to, the amount of unsold NUTRIBIZ products and services owned or held by the Distributor and commissions owing. • OFFICIAL CORRESPONDENCE • Official correspondence must be sent via postal mail to: NUTRIBIZ INTERNATIONAL, INC. LG12 cityland Shaw Tower, cor St. Francis st., Shaw Blvd, Mandaluyong City, Metro Manila 1552. Phone 02-6947417. • ENTIRE AGREEMENT • This statement of Rules and Regulations/Policies & Procedures (along with the Compensation Plan and the Terms and Policies Applicable to Use of NUTRIBIZ Internet Services) is incorporated into the Distributor Application and Agreement and constitutes the entire agreement of the parties regarding their business relationship. No other promises, representations, guarantees or agreements of any kind shall be valid unless in writing. If any provision herein is held to be invalid, all other provisions shall remain valid and enforceable. • TERMS AND POLICIES APPLICABLE TO USE OF NUTRIBIZ INTERNET SERVICES • 1. Terms of Internet Service Content. The content of the NUTRIBIZ Internet service is intended for the commercial use of its Users. All materials published on NUTRIBIZ web site or self-replicating web sites (including, but not limited to news articles, information pages, product photographs, images, illustrations, merchant banners, merchant products, audio clips, flash movies, and video clips, collectively known as the Content) are protected by copyright and other intellectual property laws, and are owned or controlled by NUTRIBIZ, or the party credited as the provider of the content, software or other materials. User shall abide by all additional copyright or other notices, information or restrictions appearing in conjunction with any Content accessed through the Service. 2. Communications Representative may not post, transmit, or market the following: Any material that is threatening, abusive, defamatory, obscene, or otherwise unlawful; Any material that violates the copyrights, trademarks, service marks, trade secrets, patents or other property rights of others; Any pornographic, sexually explicit or gambling material or links to similar adult content; Any material that discloses personal private matters about any person without consent; Any material posted anonymously or under a false name; or Any material which disparages NUTRIBIZ or other Users. 3. Collective Work Copyright. The NUTRIBIZ web pages are protected by copyright as a collective work and/or compilation, pursuant to Philippines copyright laws, international conventions and other copyright laws. Except as set forth previously, User may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce (except as provided for previously), create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any of the Content, software, materials in whole or in part. 4. Downloads User may download or copy the Content and other downloadable items displayed on NUTRIBIZ web pages for commercial use as a NUTRIBIZ Representative, and/or a NUTRIBIZ Website Owner only, provided that User maintains all copyright and other notices contained in such Content. Copying or storing of any Content for uses other than commercial use as a NUTRIBIZ distributor, and/or Website Owner is expressly prohibited without the prior written permission from NUTRIBIZ's Rights and Permissions Department, or the copyright holder identified in the individual Content's proprietary and/or copyright notices. 5. Representations and Warranties User represents, warrants and covenants: (a) that no materials of any kind submitted by User (or NUTRIBIZ use thereof in accordance with these Rules), will (i) violate, plagiarize or infringe upon the rights of any third party, including copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; (iii) constitute false or misleading indications of origin or statements of fact; (iv) slander, libel or defame any person or entity; (v) cause injury of any kind to any person or entity; or (vi) violate any applicable laws, rules, regulations or other governmental regulations; and (b) that User is at least 18 years old. User hereby indemnifies, defends and holds NUTRIBIZ and all officers, Managers, Distributors, Website Owners, directors, owners, agents, information providers, Representatives, licensors and licensees (collectively, the Indemnified Parties) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by User of these Rules or the foregoing representations, warranties and covenants, including, without limitation, reasonable attorneys' fees. User shall cooperate as fully as reasonably required in the defense of any claim. NUTRIBIZ reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User. 6. Software Licenses User shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to User to access NUTRIBIZ web pages. User may not sublicense, assign or transfer any licenses granted by NUTRIBIZ, and any attempt at such sublicense, assignment or transfer is void. User may copy such software for archival purposes only. User may not copy, distribute, modify, reverse, engineer or create derivative works from this software. 7. Software Available on the NUTRIBIZ and/or Self-replicating Web Sites. Software (if any) that is made available on the NUTRIBIZ web site and/or self-replicating web sites (Software) is the copyrighted work of NUTRIBIZ and/or its Distributors. User's use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (License Agreement). User may not install or use any Software that is accompanied by or includes a License Agreement unless User first agrees to the License Agreement terms. For any Software not accompanied by a license agreement, NUTRIBIZ hereby grants to User, a personal, non-transferable license to use the Software for viewing and otherwise using the NUTRIBIZ web site and/or self-replicating web sites in accordance with these Rules, and for no other purpose provided that User keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. User acknowledges that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the Philippines. User agrees not to export or re-export the Software, directly or indirectly, to any countries that are subject to Philippines export restrictions. 8. Termination NUTRIBIZ may, in its sole discretion, terminate or suspend User's access to all or part of the web access for any reason, including, without limitation, breach of the Terms of Service. Users of NUTRIBIZ acknowledge that site administrators have the right to terminate use without notice for any User who restricts, inhibits or disrupts any NUTRIBIZ event or attempts to alter or improperly access any feature or function of the site. A User's access may also be subject to termination if the User posts or transmits any illegal content; harasses or threatens any NUTRIBIZ User or NUTRIBIZ employee; posts content (including the creation of usernames) that is offensive or otherwise disruptive of NUTRIBIZ activities; posts unsolicited advertising; or improperly impersonates an NUTRIBIZ employee or other individual. 9. Removal of Sites NUTRIBIZ cannot and does not screen all content provided on Nutribiz self-web sites and does not assume any obligation to monitor content. HOWEVER, USER AGREES THAT REX MAY MONITOR SITES AND CONTENT PERIODICALLY, AND REX RESERVES THE RIGHT AT ITS SOLE DISCRETION TO REMOVE ANY SITE, WITHOUT NOTICE AND WITH NO OBLIGATION TO REFUND FEES PAID, WHICH IN ITS JUDGMENT IS IN VIOLATION OF THIS AGREEMENT OR OTHERWISE IS UNLAWFUL OR HARMFUL TO NUTRIBIZ AND/OR OTHER USERS. 10. Copyright and Trademark Notices All contents of the NUTRIBIZ web sites and/or self-replicating web sites are Copyright © NUTRIBIZ INTERNATIONAL, INC.. All rights reserved. The material on this site may not be reproduced and may not be distributed, publicly performed, proxy cached or otherwise used, except with the prior express permission of NUTRIBIZ. Other product and company names mentioned herein might be the trademarks of their respective owners. 11. Requesting Reproduction Permissions Permission is required prior to the reproduction of any material viewed on the NUTRIBIZ web site and/or the self-replicating web sites. While permission is not readily granted, serious inquiries will be considered. E-mail or write the Rights and Permissions Department of NUTRIBIZ at: Rights and Permissions, firstname.lastname@example.org (Attention: Rights & Permissions). 12. Opt-Out The Distributor web site and/or self-replicating web sites provide Users the opportunity to opt-out of receiving communications from NUTRIBIZ and our Distributors at the point where we request information about the visitor. 13. Delete/ Deactivate The NUTRIBIZ web site and/or self-replicating web sites provide Users with the following options for removing their information from our database, to not receive future communications, or to no longer receive our service. You can send e-mail to email@example.com. You can enter your email address and enter UNSUBSCRIBE in the subject line. You can send mail to the NUTRIBIZ corporate office. 14. General Provisions Usability To the extent permitted by law, NUTRIBIZ shall not be liable for, and the Distributor releases NUTRIBIZ from and waives all claims to, lost profits, indirect, direct, special or consequential damages, or any other loss incurred or suffered by the Distributor as a result of (a) the breach by Distributor of the Distributor Agreement and/or the terms and conditions of the Rules and Regulations and Policies and Procedures, (b) the operation of Distributor's business, (c) any incorrect or wrong data or information provided by Distributor, or (d) the failure to provide any information or data necessary for NUTRIBIZ to operate its business, including without limitation, the enrollment and acceptance of Distributor into the Compensation Plan or the payment of Commissions, Overrides and Bonuses. 15. Security Each Representative must keep any NUTRIBIZ passwords and other secure access information confidential and notify promptly if the Distributor believes that the security of his/her account has been compromised. NUTRIBIZ has taken reasonable steps to protect the security of online transactions. HOWEVER, NUTRIBIZ CANNOT AND DOES NOT WARRANT SUCH SECURITY AND WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING ANY SECURITY BREACHES. Nutribiz Distributor Agreement, Policies and |Procedures
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