Policies & Procedures

As Amended 01/10/09

SECTION 1 — CORPORATE MISSION STATEMENT

Our mission is to nourish people around the world with life affirming education and the highest quality live whole food nutrition products.

SECTION 2 — INTRODUCTION

2.1 — Policies and Compensation Plan Incorporated into Independent Business Owner (IBO) Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of Nuriche, L.L.C. (hereafter “Nuriche” or the “Company”), are incorporated into, and form an integral part of, the Nuriche IBO Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Nuriche IBO Application and Agreement, these Policies and Procedures, the Nuriche Marketing and Compensation Plan, and the Nuriche Business Entity Application (if applicable). These documents are incorporated by reference into the Nuriche IBO Agreement (all in their current form and as amended by Nuriche). It is the responsibility of each IBO to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures.

The IBO Agreement constitutes the entire contract between Nuriche and the IBO. Any promises, representations, offers, or other communications not expressly set forth in the IBO Agreement are of no force and effect.

2.2 — Purpose of Policies

Nuriche is a direct sales company that markets its products through Independent Business Owners (IBO’s). It is important to understand that your success and the success of your fellow IBO’s are dependent upon the integrity of the men and women who market our Products. To clearly define the relationship that exists between IBO’s and Nuriche, and to explicitly set a standard for acceptable business conduct, Nuriche has established the Agreement.

Nuriche IBO’s are required to comply with all of the Terms and Conditions set forth in the Agreement which Nuriche may amend at its sole discretion from time to time, as well as all Federal, State, Provincial, Territorial, Administrative and Local laws governing their Nuriche business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from anyone in your Upline or from Nuriche.

2.3 — Changes to the Agreement

Because Federal, State, Provincial, Territorial, Administrative, and Local laws, as well as, the business environment, change periodically, Nuriche reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the IBO Agreement, an IBO agrees to abide by all amendments or modifications that Nuriche elects to make. Amendments shall be effective upon notice to all IBO’s that the Agreement has been modified. Notification of amendments shall be published in official Nuriche materials. The Company shall provide or make available to all IBO’s a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official Web site; (2) electronic mail (e-mail); (3) inclusion in Company periodicals; (4) inclusion in Product orders or bonus checks; or (5) special mailings. The continuation of an IBO’s Nuriche business or an IBO’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

2.4 — Delays

Nuriche shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees or orders.

2.5 — Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision, never comprised a part of the Agreement.

2.6 — Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of an IBO or a Nuriche business. No failure of Nuriche to exercise any right or power under the Agreement or to insist upon strict compliance by an IBO with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of Nuriche’s right to demand exact compliance with the Agreement. Waiver by Nuriche can be put into effect only in writing by an authorized officer of the Company. Nuriche’s waiver of any particular breach by an IBO, or Nuriche’s waiver of any particular provision of the IBO Agreement or these Policies and Procedures, shall not affect or impair Nuriche’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other IBO, nor shall any delay or omission by Nuriche to exercise any right arising from a breach affect or impair Nuriche’s rights as to that or any subsequent breach.

The existence of any claim or cause of action of an IBO against Nuriche shall not constitute a defense to Nuriche’s enforcement of any term or provision of the Agreement.

2.7 — Limitation of Liability

To the extent permitted by law, IBO’s agree that Nuriche, its parent companies, directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred to as “affiliates”) shall not be liable for, and IBO’s release Nuriche and its IBO’s from, and waive all claims for, any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by a IBO as a result of:

1. The IBO’s breach of the IBO Agreement (including these Policies and Procedures);
2. The improper promotion or operation of a Nuriche business by an IBO and any activities related thereto (e.g., the presentation of Nuriche’s Products or Marketing and Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.);
3. Any incorrect or wrong data or information provided by an IBO to Nuriche; or,
4. The IBO’s failure to provide any information or data necessary for Nuriche to operate its business.

SECTION 3 — BECOMING A NURICHE INDEPENDENT BUSINESS OWNER (IBO)

3.1 — Requirements to Become an IBO

To become a Nuriche IBO, each applicant must:

1. Be of the age of majority in his or her state of residence;
2. Reside in the United States or U.S. Territories or Canada;
3. Have and provide a valid Social Security, Federal Tax ID number, or Canadian Social Insurance Number;
4. Submit a properly completed IBO Application and Agreement to Nuriche.
5. The company reserves the right to reject any applications for a new IBO.

3.2 — New IBO Registration

An Applicant may enroll as an IBO at the Nuriche Replicated Web site of his or her Sponsor or at Nuriche’s official Web site. New IBO’s enrolling at Nuriche’s official Web site, or in any other manner approved by the company, must have and provide a valid Social Security or Federal Tax ID number or Social Insurance Number to Nuriche upon application. New IBO’s enrolling at Nuriche’s official Web site must have the IBO Identification Number (MIN) of his or her Sponsor in order to access the online enrollment process. Online enrollments shall be effective upon the Applicant’s proper completion of the online IBO Agreement. It is not necessary to follow-up an online enrollment with a written IBO Application and Agreement.

3.3 — Independent Business Owner (IBO) Benefits

Once an IBO Application and Agreement have been accepted by Nuriche, the benefits of the Marketing and Compensation Plan and the IBO Agreement are available to the new IBO. These benefits include the right to:

1. Resell Nuriche Products, which are described on the Nuriche Web site and in the Product Catalog, and profit from these sales;
2. Participate in the Nuriche Marketing and Compensation Plan (and receive bonuses and commissions, if eligible);
3. Sponsor other individuals as IBO’s into the Nuriche business, and thereby, build a marketing organization and progress through the Nuriche Marketing and Compensation Plan;
4. Receive periodic Nuriche literature and other Nuriche communications;
5. Participate in Nuriche-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and
6. Participate in promotional and incentive contests and programs sponsored by Nuriche for its IBO’s.

3.4 — IBO Benefits

There is no signup fee in order to become a Nuriche IBO. Once an IBO becomes SHARE qualified, the IBO will be charged an annual account maintenance fee on the anniversary date of the SHARE qualification. If the IBO is not SHARE qualified at the anniversary month, the fee will be charged during the month that the IBO again becomes SHARE qualified. The next annual maintenance fee will be charged 12 months following the charge from the previous year, under the same conditions.

SECTION 4 — OPERATING A NURICHE BUSINESS

4.1 — Adherence to the Nuriche Marketing and Compensation Plan

IBO’s must adhere to the terms of the Nuriche Marketing and Compensation Plan as set forth in official Nuriche literature. IBO’s shall not offer the Nuriche opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Nuriche literature. IBO’s shall not require or encourage other current or prospective Customers or IBO’s to participate in Nuriche in any manner that varies from the program as set forth in official Nuriche literature. IBO’s shall not require or encourage other current or prospective Customers or IBO’s to execute any agreement or contract other than official Nuriche agreements and contracts in order to become a Nuriche IBO. Similarly, IBO’s shall not require or encourage other current or prospective Customers or IBO’s to make any purchase from, or payment to, any individual or other entity to participate in the Nuriche Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official Nuriche literature.

4.2 — Advertising

4.2.1 – In General

All IBO’s shall safeguard and promote the good reputation of Nuriche and its Products. The marketing and promotion of Nuriche, the Nuriche opportunity, the Marketing and Compensation Plan, and Nuriche Products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical, illegal or immoral conduct or practices.

To promote both the Products and the tremendous opportunity Nuriche offers, IBO’s should use the sales aids and support materials produced by Nuriche. The rationale behind this requirement is simple. Nuriche has carefully designed its Products, Product labels, Marketing and Compensation Plan, and promotional materials to ensure that each aspect of Nuriche is fair, truthful, substantiated, and complies with the vast and complex legal requirements of federal and state provincial laws.

Information provided by Nuriche is for informational purposes only and is not intended as a substitute for advice from a physician and/or other healthcare professional. Any information provided by Nuriche is not to be, and should not be, used to diagnosis or treat any medical or health conditions and/or as a prescription for the treatment of any disease, illness or health condition.

4.2.2 ─ Indemnification

An IBO is fully responsible for all verbal and written statements made regarding Nuriche Products and the Marketing and Compensation Plan that are not expressly contained in official Nuriche materials. IBO’s agree to indemnify Nuriche and Nuriche’s directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by Nuriche as a result of the IBO’s unauthorized representations or actions. This provision shall survive the termination of the IBO Agreement.

4.2.3 ─ Product Claims

No claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any Products offered by Nuriche may be made except those contained in official Nuriche literature. In particular, no IBO may make any claim that Nuriche Products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only are such claims violative of Nuriche policies, but they potentially violate Federal and State laws and Regulations, including, but not limited to, the Federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act. Should any Employee or IBO of Nuriche violate this section of these Policies and Procedures, he or she may be terminated immediately.

4.2.4 ─ Product Advice

Nutritional companies such as Nuriche are regulated by very strict FDA and FTC Regulations and Guidelines. Nuriche Products are nutritional supplements, not drugs. They are designed to help promote nutrition. Employees and IBO’s of Nuriche are NOT permitted to give out any information that could be construed as “medical advice.” If such advice is given to anyone in any form by any Employee or IBO of Nuriche, Nuriche Nutritional Products would be considered “prescription drugs” or “OTC drugs” under FDA Regulations and Guidelines. Any and all health and medical questions should, therefore, be directed to a healthcare professional and are NOT be answered by any Nuriche IBO or Nuriche employee. Should any Employee or IBO of Nuriche violate this section of these Policies and Procedures, he or she may be terminated immediately.

4.2.5 ─ Income Claims

In their enthusiasm to enroll prospective IBO’s, some IBO’s are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive because new IBO’s may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. At Nuriche, we firmly believe that the Nuriche income potential is great enough to be highly attractive, without reporting the earnings of others.

Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While IBO’s may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact Nuriche, as well as, the IBO making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because Nuriche IBO’s do not have the data necessary to comply with the legal requirements for making income claims, an IBO, when presenting or discussing the Nuriche opportunity or Marketing and Compensation Plan to a prospective IBO, may not make income projections, income claims, or disclose his or her Nuriche income (including the showing of checks, copies of checks, bank statements, or tax records). Hypothetical income examples that are used to explain the operation of the Marketing and Compensation Plan, and which are based solely on mathematical projections, may be made to prospective IBO’s, so long as the IBO who uses such hypothetical examples 1) makes clear to the prospective IBO(s) that such earnings are hypothetical; and 2) provides each prospective IBO with a current copy of Nuriche’s official income disclosure statement. Should any Employee or IBO of Nuriche violate this section of these Policies and Procedures, he or she may be terminated immediately.

4.2.6 – Testimonials

NO testimonials may be used by any IBO on any form of Advertising, Marketing, Recruiting Materials and/or Documents unless they are submitted to Nuriche for approval. Approval of ALL testimonials must be in writing by Nuriche. If approval is not provided by Nuriche in writing, the testimonial(s) submitted may not be used.

4.2.6.1

Under the Federal Food, Drug, and Cosmetic Act, no claims may be made by Nuriche or its IBO’s about Nuriche Products or any of the ingredients in Nuriche Products that directly or indirectly represent that any of the Products are intended for the diagnosis, cure, mitigation, treatment, or prevention of any disease or health condition

4.2.6.2

Nuriche and its IBO’s are also required to abide by the Rules and Regulations of the Federal Trade Commission Act, a law which regulates advertising by all companies. The FTC Act requires that before making any representation about the health benefits, performance, efficacy, safety or ingredients of any Product that at the time of making such representations, the company, or spokesperson for the company, must possess and rely upon competent and reliable scientific evidence that substantiates the representation being made. “Competent and reliable scientific evidence” means tests, analyses, research and/or studies using procedures generally accepted by experts in the relevant scientific field that yield accurate and reliable results and that have been conducted and evaluated in an objective manner by persons qualified to do so.

4.2.6.3

Please note that the use of the word “ANY” in the above sections is meant to be all-inclusive. Any and all claims made in testimonials must be substantiated by competent and reliable scientific evidence; the word of one person cannot and will not suffice. Nuriche alone will determine whether the necessary substantiation exists.

4.2.6.4

Therefore, testimonials regarding Nuriche Products should not contain any reference, directly or indirectly, with respect to:

1. The diagnosis, mitigation, treatment, cure, or prevention of a specific disease or class of diseases;
2. The ingredients in the Products (except the ingredients described on the label of the Product and in the Nuriche Catalogue);
3. The safety of the Products, including that the Products have no side effects or that the Products are non-toxic;
4. The testing of the Products; and
5. The use of the Products in weight loss.

4.2.6.5

The above applies to both express and/or implied claims. It is not sufficient for Nuriche and its IBO’s to avoid making express claims about any of the topics listed above; it is also necessary to avoid any implied or indirect claims. This is one of the reasons that Nuriche must approve all advertising or promotional materials used by its IBO’s.

4.2.7 ─

Marketing and Advertising Material

ALL advertising must include the words “Nuriche Independent Business Owner” or the “Nuriche IBO Logo.”

IBO’s may NOT advertise the sale of Nuriche Product(s) below the Suggested Retail Price of each Product being sold as determined by the company. IBO’s may sell or facilitate the sale of Product(s) on Internet Web sites where an auction is the mode of selling or buying (e.g., eBay) but ONLY at the Retail Price of each Product being sold as determined by the company. An IBO may NOT use a third party to place Product(s) on auction Web sites. The provisions of this section survive the termination of this Agreement.

The following Disclaimer MUST APPEAR on all ALL Web sites, Advertising, Marketing, Recruiting Materials and/or Documents: “These statements have not been evaluated by the Food and Drug Administration. This Product is not intended to diagnose, treat, cure or prevent disease.”

4.2.8 ─ IBO Web Sites

If an IBOr desires to utilize an Internet Web page to promote his or her business, he or she may do so through the company’s replicated Web site program. Alternatively, IBO’s may develop their own Web pages. Any IBO who does so: (a) must use the text of the company’s official Web sites; and (b) may not supplement the content of his or her Web site with text from any source other than the company. IBO’s who develop or publish their own Web sites must register their site(s) with the company and receive written approval from the company prior to the site(s) being made available on the Internet or to the public. The failure to register a private, personal and/or non-Nuriche replicated Web site constitutes a material breach of these Policies and Procedures.

4.2.9 ─ Domain Names and E-Mail Addresses

IBO’s may not use or attempt to register any of Nuriche’s trade names, trademarks, service names, service marks, Product names, the Company’s name, or any derivative thereof, for any Internet domain name. Any IBO that owns or uses such a Domain Name or Web Site must surrender ownership of the Domain Name to the Company and discontinue the Web Site. IBO’s may not incorporate or attempt to incorporate any of Nuriche’s trade names, trademarks, service names, service marks, Product names, the Company’s name, or any derivative thereof, into any electronic mail address.

4.2.10 ─ Trademarks and Copyrights

Nuriche will not allow the use of its trade names, trademarks, designs, or symbols by any person, including a Nuriche IBO, without its prior, written permission. IBO’s may not produce for sale or distribution any recorded company events and speeches without written permission from Nuriche, nor may IBO’s reproduce for sale or for personal use any recording of company-produced audio or video tape presentations.

4.2.11 ─ Corporate Updates

Federal, State, Provincial, Territorial, Administrative and Local laws, as well as, the business environment, change periodically, and Nuriche is constantly researching and developing newer and better Products and formulas, therefore, Nuriche reserves the right to amend the Corporate Web site and any and all Marketing and Advertising Materials, including its Catalogue, Brochures and Labels, at anytime in its sole and absolute discretion. It is each IBO’s sole responsibility to frequently check the Nuriche Web site and other Marketing Materials for text, image and price changes in order for each IBO to remain current with such changes. Each time changes are made to the Corporate Web site, or to any Corporate Printed Materials, each IBO must make the appropriate changes to his or her personal, private, or non-Corporate Nuriche Web site and other advertising materials to remain current and in compliance with these Polices and Procedures. As the Corporate changes are made, and each time the appropriate changes are made by an IBO to his or her personal, private, or non-Corporate Nuriche Web site and advertising materials, that IBO must resubmit his or her updated Web site and advertising materials to Nuriche Compliance in order to remain current and in compliance with these Polices and Procedures.

4.2.12 — Spamming and Unsolicited Faxes

Except as provided in this section, IBO’s may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or “spam” relative to the operation of their Nuriche businesses. The terms “unsolicited faxes” and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting Nuriche, its Products, its compensation plan or any other aspect of the company that is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person’s prior express invitation or permission; or (b) to any person with whom the IBO has an established business or personal relationship. The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two way communication between an IBO and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding Products offered by such IBO; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

4.2.13 — Telemarketing

IBO’s agree that they shall not engage in telemarketing relative to the operation of their Nuriche businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Nuriche Product or service, or to recruit them for the Nuriche opportunity. For purposes of these Policies and Procedures, “cold calls” made to prospective Customers or IBO’s that promote either Nuriche’s Products or services or the Nuriche opportunity constitute telemarketing. However, a telephone call(s) placed to a prospective Customer or IBO (a “prospect”) with whom an IBO has an established business relationship is not considered telemarketing and is permitted. An “established business relationship” is a relationship between an IBO and a prospect based on: (1) the prospect’s purchase, rental, or lease of goods or services from the IBO within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect’s purchase of a Product or service; or (2) a financial transaction between the prospect and the IBO within the eighteen (18) months immediately preceding the date of such a call; or (3) the prospect’s inquiry or application regarding a Product or service offered by the IBO within the three (3) months immediately preceding the date of such a call.

In addition, IBO’s shall not use automatic telephone dialing systems relative to the operation of their Nuriche businesses. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and/or (b) to dial such numbers.

4.2.14 — Media and Media Inquiries

IBO’s must not attempt to respond to media inquiries regarding Nuriche, its Products or services, or their independent Nuriche business. All inquiries by any type of media must be immediately referred to Nuriche’s Customer Service Department. This policy is designed to assure that accurate and consistent information is provided to the public, as well as, a proper public image.

4.2.15 — IBO Release

By entering into the IBO Agreement, an IBO  authorizes Nuriche to use his or her name and/or likeness in advertising or promotional materials and waives all claims for remuneration for such use.

4.3 — Fraudulent Enrollment

It is prohibited to use a false name or false information as part of the signup process, including: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Independent Business Owner Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an IBO; (c) the enrollment or attempted enrollment of non-existent individuals or entities as IBO’s (“phantoms”); or (d) the use of a credit card by or on behalf of an IBO or Customer when the IBO or Customer is not the account holder of such credit card. Bonus buying constitutes a material breach of these Policies and Procedures, and is strictly and absolutely prohibited.

4.4 — Business Entities

A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a Nuriche IBO by submitting its Certificate of Incorporation, Articles of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to Nuriche, along with a properly completed Business Entity Registration form. If an IBO enrolls online, the Entity Documents and Business Entity Registration Form must be submitted to Nuriche within 30 days of the online enrollment. (If not received within the 30-day period, the IBO Agreement may be terminated.) A Nuriche business may change its status under the same sponsor from an individual to a partnership, corporation or trust, or from one type of entity to another. There is a $25.00 fee for each change requested, which must be included with the written request and the completed IBO Application and Agreement. The Business Entity Registration form must be signed by all of the shareholders, IBO’s, partners or trustees. IBO’s of the entity are jointly and severally liable for any indebtedness or other obligation to Nuriche.

4.5 — Changes to Your Nuriche Business

4.5.1 — In General

Each IBO must immediately notify Nuriche of all changes to the information contained on his or her IBO Application and Agreement. IBO’s may modify their existing IBO Agreement (i.e., change Social Security number to Federal I.D. number, or change the form of ownership from an individual proprietorship to a business entity owned by the IBO) by submitting a written request, a properly executed IBO Application and Agreement, and appropriate supporting documentation.

4.5.2 — Addition of Co-Applicants

When adding a co-applicant (either an individual or a business entity) to an existing Nuriche business, the Company requires a written request, as well as, a properly completed IBO Application and Agreement containing the Social Security Numbers and signatures of the applicant and co-applicant. To prevent the circumvention of Section 4.24 (regarding transfers and assignments of Nuriche business), the original applicant must remain as a party to the original IBO Application and Agreement. If the original IBO wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her business in accordance with Section 4.24. If this process is not followed, the business shall be canceled upon the withdrawal of the original IBO. All bonus and commission checks will be sent to the address of record of the original IBO. There is a $25.00 fee for each change requested, which must be included with the written request and the completed IBO Application and Agreement. Nuriche may, at its discretion, require notarized documents before implementing any changes to a Nuriche business. Please allow thirty (30) days after the receipt of the request by Nuriche for processing. Please note that the modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 4.5.3, below.

4.5.3 — Change of Sponsor

To protect the integrity of all marketing organizations and safeguard the hard work of all IBO’s, Nuriche strongly discourages changes in sponsorship. Maintaining the integrity of sponsorship is critical for the success of every IBO and marketing organization. Accordingly, the transfer of a Nuriche IBO organization from one sponsor to another is rarely permitted.

Requests for change of sponsorship must be submitted in writing to the IBO Services Department and must include the reason for the transfer. Transfers will only be considered in the following two (2) circumstances:

1. In cases involving fraudulent inducement or unethical sponsoring, an IBO may request that he or she be transferred to another organization with his or her entire marketing organization intact. All requests for transfer alleging fraudulent enrollment practices shall be evaluated on a case-by-case basis.
2. If an IBO simply wants to change Sponsors, the IBO seeking to transfer submits a properly completed and fully executed Sponsorship Transfer Form which includes the written approval of the five IBO’s upline in the generation or sponsorship tree, and eight IBO’s upline in the level or placement tree. All signatures must be notarized. Photocopied or facsimile signatures are not acceptable. All IBO signatures must be notarized. The IBO requesting the transfer must submit a fee of $50.00 for administrative charges and data processing. If the transferring IBO also wants to move any of the IBO’s in his or her marketing organization, each Downline IBO must also obtain a properly completed Sponsorship Transfer Form and return it to Nuriche with the $50.00 change fee (i.e., the transferring IBO and each IBO in his or her marketing organization multiplied by $50.00 is the cost to move a Nuriche business.) Downline IBO’s will not be moved with the transferring IBO unless all of the requirements of this paragraph are met. Transferring IBO’s must allow thirty (30) days after the receipt of the Sponsorship Transfer Forms by Nuriche for processing and verifying change requests.

4.5.4 — Cancellation and Re-application

An IBO may legitimately change organizations by voluntarily canceling his or her Nuriche business and remaining inactive (i.e., no purchases of Nuriche Products for resale, no sales of Nuriche Products, no sponsoring, no attendance at any Nuriche functions, participation in any other form of IBO activity, or operation of any other Nuriche business) for six (6) full calendar months. Following the six-month period of inactivity, the former IBO may reapply under a new sponsor. Nuriche will consider waiving the six-month waiting period under exceptional circumstances. Such requests for waiver must be submitted to Nuriche in writing.

4.6 — Trade Shows, Expositions and Other Sales Forums

IBO’s may display and/or sell Nuriche Products at trade shows and professional expositions. Before submitting a deposit to the event promoter, IBO’s must contact the IBO Services Department in writing for conditional approval, as Nuriche’s policy is to authorize only one Nuriche business per event. Final approval will be granted to the first IBO who submits an official advertisement of the event, a copy of the contract signed by both the IBO and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Customer Service Department. Nuriche further reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of its Products or the Nuriche opportunity.

4.7 — Corporate Meetings or Functions

4.7.1 — Photo/Video Release

IBO’s hereby agree that any photographs and/or videos taken of their participation at the Nuriche Corporate sponsored meeting may be used for publicity or any other use seen fit by Nuriche. IBO’s hereby waive any right they may have to inspect and/or approve of any photographs, audio or video recordings of themselves. By attending, IBO’s agree to allow Nuriche to videotape the event and use their likenesses in commercial media Products(s) such as DVDs and/or Web site presentations by Nuriche as the company deems suitable without further remuneration. IBO’s agree to wear reasonably professional business casual clothing to any Nuriche event, and to maintain a quiet, professional demeanor throughout the meeting.

4.7.2 — Participant Non-Disruption

IBO’s agree not to disrupt, question, argue, nor otherwise cause any kind of disruption nor disturbance at the Nuriche Corporate sponsored meeting(s). Behavior constituting “disruptive behavior” is at the sole determination of Nuriche. If an IBO engages in disruptive behavior of any kind, he or she may be held liable for damages and agree that he or she may be ejected from the event. IBO’s agrees to hold Nuriche and its security and hotel or facility staff completely harmless from any injury or other claimed damage that may result before, during or after the ejection process.

4.7.3 — Participant Non-Disclosure Agreement

IBO’s hereby agree not to record by any means, including by way of audio or video, any portion of the Nuriche Corporate sponsored meeting, including the speakers or other participants. If IBO’s do record any information of or about the Nuriche Corporate sponsored meeting, or the content presented at the event, the IBO’s may and will be subject to civil litigation and damages. IBO’s also agrees not to disseminate any information obtained at the Nuriche Corporate sponsored meeting(s), including by way of Web pages, emails, and/or blogging, and/or video sharing Web sites, or create any derivative Products like “reports” or interviews or CDs or DVDs of any kind for sale or re-sale. No laptop computers, cell phones, audio/video tape recording, pdas or other electronic devices of any kind may be used during the event.

4.8 — Conflicts of Interest

4.8.1 — Nonsolicitation

Nuriche IBO’s are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”). However, during the term of this Agreement, IBO’s may not recruit other Nuriche IBO’s or Customers for or into any other network marketing business. Following the cancellation of this Agreement, and for a period of six months thereafter, a former IBO may not recruit any Nuriche IBO for another network marketing business if: 1) that IBO was in the former IBO’s Downline marketing organization; or 2) the former IBO met, developed a relationship with, or gained knowledge of the IBO by virtue of their mutual participation in Nuriche. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another Nuriche IBO to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the IBO’s actions are in response to an inquiry made by another IBO.

IBO’s must not sell, or attempt to sell, any competing non-Nuriche Products or services to Nuriche IBO’s or Customers. Any Product or services in the same generic category as a Nuriche Product or service is deemed to be competing (e.g., any dietary supplement is in the same generic category as Nuriche’s dietary supplements, and is therefore a competing product, regardless of differences in cost, quality, ingredients or nutrient content.).

IBO’s may not display Nuriche Products or services with any other products or services in a fashion that might in any way confuse or mislead a prospective Customer or IBO into believing there is a relationship between the Nuriche and non-Nuriche Products or services. IBO’s may not offer the Nuriche opportunity, Products or services to prospective or existing Customers or IBO’s in conjunction with any non-Nuriche program, opportunity, Product or service. IBO’s may not offer any non-Nuriche opportunity, products or services at any Nuriche-related meeting, seminar or convention, or immediately following such event.

4.8.2 — Downline Activity Reports

Downline Activity Reports are available forIBO access and viewing at Nuriche’s official Web site. Access to online Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to Nuriche. Downline Activity Reports are provided to IBO’s in strictest confidence and are made available to IBO’s for the sole purpose of assisting IBO’s in working with their respective Downline Organizations in the development of their Nuriche business. IBO’s should use their Downline Activity Reports to assist, motivate, and train their Downline IBO’s. The IBO and Nuriche agree that, but for this agreement of confidentiality and nondisclosure, Nuriche would not provide Downline Activity Reports to the IBO. An IBO shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

1. Directly or indirectly disclose any information contained in any Downline
2. Activity Report to any third party;
3. Directly or indirectly disclose his or her password or other user access code to his or her Downline Activity Report;
4. Use the information to compete with Nuriche or for any purpose other than promoting his or her Nuriche business;
5. Recruit or solicit any IBO of Nuriche listed on any report, or in any manner attempt to influence or induce any IBO of Nuriche, to alter their business relationship with Nuriche; or
6. Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any Downline Activity Report.
7. Upon demand by the Company, any current or former IBO will return the original and all copies of Downline Activity Reports to the Company.

4.9 — Cross-Sponsoring

Actual or attempted cross sponsoring is strictly prohibited. “Cross sponsoring” is defined as the enrollment of an individual who, or entity that, already has a current IBO Agreement on file with Nuriche, or who has had such an Agreement within the preceding six calendar months, within a different line of sponsorship. The use of a spouse or relative’s name, trade names, DBA’s, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy is prohibited. IBO’s shall not demean, discredit or defame other Nuriche IBO’s in an attempt to entice another IBO to become part of the first IBO’s marketing organization. This policy shall not prohibit the transfer of a Nuriche business in accordance with Section 4.24.

4.10 — Errors or Questions

If an IBO has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the IBO must notify Nuriche in writing within 60 days of the date of the purported error or incident in question. Nuriche will not be responsible for any errors, omissions or problems not reported to it within 60 days.

4.11 — Excess Inventory Purchases Prohibited

IBO’s are not required to carry inventory of Products or sales aids. IBO’s who do so may find making retail sales and building a marketing organization somewhat easier because of the decreased response time in fulfilling Customer orders or in meeting a new IBO’s needs. Each IBO must make his or her own decision with regard to these matters. To ensure that IBO’s are not encumbered with excess inventory that they are unable to sell, such inventory may be returned to Nuriche upon the IBO’s cancellation pursuant to the terms of Section 8.2.

Nuriche strictly prohibits the purchase of Products in unreasonable amounts primarily for the purpose of qualifying for commissions, bonuses or advancement in the Marketing and Compensation Plan. IBO’s may not purchase more inventory than they can reasonably resell or consume in a month nor may they encourage others to do so.

4.12 — Governmental Approval or Endorsement

Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, IBO’s shall not represent or imply that Nuriche or its Marketing and Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.

4.13 — Identification

All IBO’s are required to provide their Social Security Number, Social Insurance Number, or a Federal Employer Identification Number to Nuriche on the IBO Application and Agreement. Upon enrollment, the Company will provide a unique IBO Identification Number to the IBO by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.

4.14 — Income Taxes

Every year, Nuriche will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who falls into one of the following categories:

1. Had earnings of over $600 in the previous calendar year; or
2. Made purchases during the previous calendar year in excess of $5,000.
3. Each IBO is responsible for paying local, state/provincial, and federal taxes on any income generated as an Independent Business Owner. If a Nuriche business is tax exempt, the Federal tax identification number must be provided to Nuriche.
4. While Nuriche does provide a generous compensation plan and business opportunity based on the efforts of its IBO’s, tax benefits associated with a home-based business should come under the supervision of a qualified CPA or Tax Advisor, and any reference to tax benefits is NOT permitted on any Nuriche IBO Web site and/or any Marketing or Advertising materials of any kind.

4.15 — Independent Contractor Status

IBO’s are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between Nuriche and its IBO’s does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the IBO. AN IBO SHALL NOT BE TREATED AS AN EMPLOYEE FOR HIS OR HER SERVICES OR FOR FEDERAL OR STATE TAX PURPOSES. All IBO’s are responsible for paying local, state, and federal taxes due from all compensation earned as an IBO of the Company. Nuriche is not responsible for withholding, and shall not withhold or deduct from an IBO’s bonuses and commissions, if any, FICA or taxes of any kind, unless withholding becomes legally required. The IBO has no authority (expressed or implied) to bind the company to any obligation. IBO’s are not authorized to, and will not, incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of Nuriche. Each IBO agrees that he or she shall control the manner and means by which he or she operates his or her Nuriche business, and shall establish his or her own goals, hours, and methods of sale, subject to compliance with these Policies and Procedures and applicable law. Each IBO shall be solely responsible for paying all expenses incurred, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses.

The name of Nuriche and other names as may be adopted by Nuriche are proprietary trade names, trademarks and service marks of Nuriche. As such, these marks are of great value to Nuriche and are supplied to IBO’s for their use only in an expressly authorized manner. Use of the Nuriche name on any item not produced by the company is prohibited except as follows:

IBO’s Name

Nuriche Independent Business Owner

All IBO’s may list themselves as an “Nuriche Independent Business Owner” in the white or yellow pages of the telephone directory under their own name. No IBO may place telephone directory display ads using Nuriche’s name or logo. IBO’s may not answer the telephone by saying “Nuriche,” “Nuriche Incorporated,” or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Nuriche.

4.16 — Insurance

You may wish to arrange insurance coverage for your business. Neither your homeowner’s insurance policy nor your automobile insurance policy covers business-related injuries, or the theft of, or damage to, inventory or business equipment. Contact your insurance agent to make certain that your property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present homeowner’s and automobile policies. In addition, you may wish to consider obtaining commercial general liability coverage for your business. While Nuriche maintains insurance coverage for Products liability claims arising out of the use of Nuriche Products, the coverage does not extend to IBO’s.

4.17 — International Marketing

4.17.1

Because of critical legal and tax considerations, Nuriche must limit the RE-SALE of Nuriche Products and the presentation of the Nuriche business opportunity to prospective Customers and IBO’s located within the United States and U.S. Territories, only. Moreover, allowing a few IBO’s to conduct business in markets not yet opened by Nuriche would violate the concept of affording every IBO the equal opportunity to expand internationally. Accordingly, IBO’s are authorized to sell Nuriche Products and enroll IBO’s only in the countries in which Nuriche is authorized to conduct business, as announced in official company literature. IBO’s in Canada are able to sign up but cannot re-sale Nuriche products in Canada until the products have been registered in that country.

4.17.2

IBO’s may only sell or distribute Nuriche Products or sales aids in countries in which Nuriche is authorized to conduct business. IBO’s must request and will be provided with the list of countries in which Nuriche is authorized to conduct business. Overseas and International Customers may purchase Nuriche Products, but all Products sold Overseas and/or Internationally are sold under the restriction that they are for PERSONAL USE ONLY and NOT FOR RE-SALE.

4.17.3

Applicable Law; Not For Resale: IBO’s are required to advise any Overseas and International Customers that the Customers must agree to comply with all applicable laws and regulations of their home countries. Further, all Overseas and International Customers must agree and represent that they are buying Products for their “PERSONAL USE ONLY” and “NOT FOR RE-SALE.”

4.17.4

IBO’s may NOT: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential IBO’s/IBO’s or (c) conduct any other activity for the purpose of establishing a marketing organization, or promoting the Nuriche opportunity in any unauthorized country.

4.17.5

Determination of when Products or sales aids may be sold in a foreign country or when IBO’s may establish a marketing organization in a foreign country is at the sole discretion of Nuriche.

4.18 — Adherence to Laws and Ordinances

4.18.1 – Local Ordinances

Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to IBO’s because of the nature of their business. However, IBO’s must obey those laws that do apply to them. If a city or county official tells an IBO that an ordinance applies to him or her, the IBO shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of Nuriche.  In certain instances, exceptions to the ordinance may apply to Nuriche IBO’s.

4.18.2 - Compliance With Federal, State, and Local Laws

IBO’s shall comply with all Federal, State, and Local Laws and Regulations in the conduct of their businesses.

4.19 — Minors

A person who is recognized as a minor in his/her state of residence may not be a Nuriche IBO. IBO’s shall not enroll or recruit minors into the Nuriche program.

4.20 — One Nuriche IBO organization Per Individual or Household

A person may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Nuriche IBO organization. No individual or household may have, operate or receive compensation from more than one Nuriche business.

An exception to the one business per IBO rule will be considered on a case-by-case basis in situations where a IBO is receiving an interest in another business through inheritance. Requests for exceptions to this policy must be submitted in writing to the Customer Service Department.

4.20.1 – Actions of Household IBO’s or Affiliated Individuals

If any member of an IBO’s immediate household engages in any activity that, if performed by the IBO, would violate any provision of the Agreement, such activity will be deemed a violation by the IBO and Nuriche may take disciplinary action pursuant to the Statement of Policies against the IBO. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively “affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and Nuriche may take disciplinary action against the entity.

4.21 — Re-packaging and Re-labeling Prohibited

IBO’s may not re-package, re-label, refill or alter the labels on any Nuriche Products, information, materials or programs in any way. Nuriche Products must be sold in their original containers only, which include the seals on the containers. Such re-labeling or repackaging would likely violate federal and state laws, which could result in severe criminal penalties. You should also be aware that civil liability can arise when, as a consequence of the repackaging or re-labeling of Products, the persons using the Products suffer any type of injury or their property is damaged.

4.22 — Requests for Records

Any request from an IBO for written copies of invoices, applications, Downline activity reports, or other records will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.

4.23 — Roll-up of Marketing Organization

When a vacancy occurs in a Marketing Organization due to the termination of a Nuriche business, each IBO in the first level immediately below the terminated IBO on the date of the cancellation will be moved to the first level (“front line”) of the terminated IBO’s sponsor. For example, if A sponsors B, and B sponsors C1, C2, and C3, if B terminates her business, C1, C2, and C3 will “roll-up” to A and become part of A’s first level.

4.24 — Sale, Transfer or Assignment of Nuriche Business

An IBO may not assign any rights or delegate any duties under the IBO Agreement without the prior written consent of Nuriche. Any attempt to transfer or assign a Nuriche business without the express written consent of Nuriche will render the IBO Agreement voidable at the option of Nuriche. Therefore, although a Nuriche business is a privately owned, independently operated business, the sale, transfer or assignment of a Nuriche business is subject to certain limitations. If an IBO wishes to sell his or her Nuriche business, he or she must receive written authorization from the Company. In order to sell, transfer or assign a Nuriche business, the following criteria must be met:

1. Protection of the existing line of sponsorship must always be maintained so that the Nuriche business continues to be operated in that line of sponsorship.
2. The buyer or transferee must be (or must become) a qualified Nuriche IBO. If the buyer is an active Nuriche IBO, he or she must first terminate his or her Nuriche business simultaneously with the purchase, transfer, assignment or acquisition of any interest in the new Nuriche business.
3. Before the sale, transfer or assignment can be finalized and approved by Nuriche, any debt obligations the selling IBO has with Nuriche must be satisfied.
4. The selling IBO must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a Nuriche business.
5. Prior to selling a Nuriche business, the selling IBO must notify the Customer Service Department of his or her intent to sell the Nuriche business. No changes in line of sponsorship can result from the sale or transfer of a Nuriche business.

4.25 — Separation of a Nuriche Business

Nuriche IBO’s sometimes operate their Nuriche businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other IBO’s and the Company, Nuriche will involuntarily terminate the IBO Agreement and roll-up their entire organization pursuant to Section 4.23.

During the pendency of a divorce or entity dissolution, the parties must adopt one of the following methods of operation:

1. One of the parties may, with consent of the other(s), operate the Nuriche business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize Nuriche to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
2. The parties may continue to operate the Nuriche business jointly on a “business-as-usual” basis, whereupon all compensation paid by Nuriche will be paid in the joint names of the IBO’s or in the name of the entity to be divided as the parties may independently agree between themselves.

Under no circumstances will the Downline Organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will Nuriche split commission and bonus checks between divorcing spouses or IBO’s of dissolving entities. Nuriche will recognize only one Downline Organization and will issue only one commission check per Nuriche business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business, the IBO Agreement may be involuntarily canceled.
If a former spouse or a former entity IBO has completely relinquished all rights in their original Nuriche business, they are thereafter free to enroll under any sponsor of their choosing, so long as they meet the waiting period requirements set forth in Section 4.5.4. In such case, however, the former spouse or partner shall have no rights to any IBO’s in their former organization or to any former retail Customer. They must develop the new business in the same manner, as would any other new IBO.

4.26 — Sponsoring

All active IBO’s in good standing have the right to sponsor and enroll others into Nuriche. Each prospective IBO has the ultimate right to choose his or her own Sponsor. If two IBO’s claim to be the Sponsor of the same new IBO, Nuriche reserves the right to make Sponsor and commission adjustments if it concludes, in its sole discretion, that an error was made during the sign-up process or that the IBO was signed up without his or her permission. Nuriche will contact the IBO and the Sponsors who each claim to have signed the IBO, and will conduct an investigation to determine the facts. All of the participants agree to abide by the decision of Nuriche on the disputed sponsorship of the IBO.

4.27 — Stacking

The term “stacking” includes: (a) the failure to transmit to Nuriche, or the holding of an Independent IBO Application and Agreement in excess of two business days after its execution; (b) the placement or manipulation of Independent IBO Applications and Agreements for the purpose of maximizing compensation pursuant to Nuriche’s Marketing and Compensation Plan; or (c) providing financial assistance to new IBO’s for the purpose of maximizing compensation pursuant to Nuriche’s Marketing and Compensation Plan. Stacking constitutes a material breach of these Policies and Procedures, and is strictly and absolutely prohibited.

4.28 — Succession

Upon the death or incapacitation of an IBO, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, an IBO should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Nuriche business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased IBO’s marketing organization provided the following qualifications are met. The successor(s) must:

1. Execute a new IBO Agreement;
2. Comply with terms and provisions of the Agreement; and
3. Meet all of the qualifications for the deceased IBO’s status.

Bonus and commission checks of a Nuriche business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide Nuriche with an “address of record” to which all bonus and commission checks will be sent. If the business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer Identification number. Nuriche will issue all bonus and commission checks and one IRS Form 1099 to the business entity.

If one or more of the devisees is already a Nuriche IBO, he or she may continue to operate both separate, independent IBO organizations.

4.28.1 - Transfer Upon Death of an IBO

To effect a testamentary transfer of a Nuriche business, the successor must provide the following to Nuriche: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor’s right to the Nuriche business; and (3) a completed and executed IBO Agreement.

4.28.2 - Transfer Upon Incapacitation of an IBO

To effect a transfer of a Nuriche business because of incapacity, the successor must provide the following to Nuriche: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the Nuriche business; and (3) a completed IBO Agreement executed by the trustee.

4.29 — IBO Recognition

While Nuriche has an obligation to pay IBO commissions and bonuses in accordance with the Nuriche Marketing Plan, Nuriche has no such obligation to recognize a given IBO or an individual associated with a given Distributorship. Such recognition, such as allowing an individual to appear onstage, naming an individual or an IBO organization in company promotional materials, or in other ways recognizing the accomplishments of a given IBO organization, shall be entirely within the discretion of Nuriche.

SECTION 5 — RESPONSIBILITIES OF INDEPENDENT BUSINESS OWNERS

5.1 — Change of Address or Telephone

To ensure timely delivery of Products, support materials, and commission checks, it is critically important that the Nuriche’s files are current. Street addresses are required for shipping since UPS cannot deliver to a post office box. IBO’s planning to move should send their new address and telephone numbers to Nuriche’s Corporate Offices to the attention of the IBO Services Department. To guarantee proper delivery, two weeks advance notice must be provided to Nuriche on all changes. Special Note: If you are presently on the AutoOrder program, you must submit a new AutoOrder Agreement. If more than one change of address notice or AutoOrder Agreement has been submitted to Nuriche, the most recent one will supersede previous notices or Agreements. Please allow thirty (30) days after the receipt of the notice or Agreement by Nuriche for processing.

5.2 — Continuing Development Obligations

5.2.1 - Ongoing Training

Any IBO who sponsors another IBO into Nuriche must perform a bona fide assistance and training function to ensure that his or her Downline is operating his or her Nuriche business properly. IBO’s must have ongoing contact and communication with the IBO’s in their Downline Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of Downline IBO’s to Nuriche meetings, training sessions and other functions. Upline IBO’s are also responsible to motivate and train new IBO’s in Nuriche Product knowledge, effective sales techniques, the Nuriche Marketing and Compensation Plan, and compliance with Company Policies and Procedures. Communication with, and the training of, Downline IBO’s must not, however, violate Section 4.2 (regarding the development of IBO-produced sales aids and promotional materials).

IBO’s must monitor the IBO’s in their Downline Organizations to ensure that Downline IBO’s do not make improper Product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every IBO should be able to provide documented evidence to Nuriche of his or her ongoing fulfillment of the responsibilities of a Sponsor.

5.2.2 - Increased Training Responsibilities

As IBO’s progress through the various levels of leadership, they will become more experienced in sales techniques, Product knowledge, and understanding of the Nuriche program. They will be called upon to share this knowledge with lesser experienced IBO’s within their organization.

5.2.3 - Ongoing Sales Responsibilities

Regardless of their level of achievement, IBO’s have an ongoing obligation to continue to personally promote sales through the generation of new Customers and through servicing their existing Customers.

5.3 — Nondisparagement

Nuriche wants to provide its independent IBO’s with the best Products, compensation plan, and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Customer Service Department. Remember, to best serve you, we must hear from you! While Nuriche welcomes constructive input, negative comments and remarks made in the field by IBO’s about the Company, its Products, or compensation plan serve no purpose other than to sour the enthusiasm of other Nuriche IBO’s. For this reason, and to set the proper example for their Downline, IBO’s must not disparage Nuriche, other Nuriche IBO’s, Nuriche’s Products, the Marketing and Compensation plan, or Nuriche’s directors, officers, or employees. The disparagement of Nuriche, other Nuriche IBO’s, Nuriche’s Products, the Marketing and Compensation plan, or Nuriche’s directors, officers, or employees constitutes a material breach of these Policies and Procedures.

5.4 — Reporting Policy Violations

IBO’s observing a Policy violation by another IBO should submit a written report of the violation directly to the attention of the Nuriche Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.

SECTION 6 — SALES REQUIREMENTS

6.1 — Product Sales

The Nuriche Marketing and Compensation Plan is based upon the sale of Nuriche Products to end consumers. IBO’s must fulfill personal and Downline Organization retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. The following sales requirements must be satisfied for IBO’s to be eligible for commissions:

1. IBO’s must satisfy the Personal Sales Volume and Group Sales Volume requirements to fulfill the requirements associated with their rank as specified in the Nuriche Marketing and Compensation Plan.
2. “Personal Sales Volume” consists of purchases made by the IBO. “Group Sales Volume” shall include the total Sales Volume of all IBO’s in his or her marketing organization, including purchases made by the IBO’s Direct Customers, and the IBO’s Personal Sales Volume.
3. At least 70% of a IBO’s total monthly personal sales volume must be sold to personal retail Customers and/or Direct Customers. By reordering, a IBO certifies that he or she has complied with this policy.

6.2 — Territory Restrictions

There are no exclusive territories granted to anyone. No franchise fees are required.

6.3 — Sales Receipts

All IBO’s must provide their retail Customers with two copies of a sales receipt at the time of the sale. IBO’s must maintain all retail sales receipts for a period of two years and furnish them to Nuriche at the company’s request. Records documenting the purchases of IBO’s Direct Customers will be maintained by Nuriche.

If a sale qualifies as a “door-to-door” sale, IBO’s must ensure that the following information is contained on each sales receipt:

1. The date of the transaction.
2. The date (not earlier than the third business day following the date of the transaction) by which the buyer may give notice of cancellation; and
3. name and address of the selling IBO.
4. Remember that Customers must receive two copies of the sales receipt. In addition, IBO’s who make “door-to-door” sales must orally inform the buyer of his or her cancellation rights.
5. For the purposes of these Policies and Procedures, a “door-to-door” sale means a sale or contract for sale of consumer goods or services with a purchase price of $25 or more, in which the buyer’s agreement or offer to purchase is made at a place other than the place of business of the seller (e.g., sales at the buyer’s residence or at facilities rented on a temporary or short-term basis, such as hotel or motel rooms, convention centers, fairgrounds and restaurants, or sales at the buyer’s workplace). The phrase “consumer goods or services” is defined as “goods or services purchased, leased, or rented primarily for personal, family, or household purposes, including courses of instruction or training regardless of the purpose for which they are taken.” Thus, whether a transaction involves “consumer goods or services” will depend upon the ultimate purposes of the purchaser.

“Door-to-door” sales do not include a transaction:

1. Made pursuant to prior negotiations in the course of a visit by the buyer to a retail business establishment having a fixed permanent location where the Products are exhibited for sale on a continuing basis; or
2. Conducted and consummated entirely by mail or telephone, and without any other contact between the buyer and the seller or its representative prior to delivery of the Products or performance of the services.

SECTION 7 — BONUSES AND COMMISSIONS

7.1 — Bonus and Commission Qualifications

An IBO must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a IBO complies with the terms of the Agreement, Nuriche shall pay commissions to such IBO in accordance with the Marketing and Compensation plan. The minimum amount for which Nuriche will issue a check or a Nuriche Debit Card is $10.00. If an IBO’s bonuses and commissions do not equal or exceed $10.00, the Company will accrue the commissions and bonuses until they total $10.00. A check will be issued or a credit will be made to the Nuriche IBO’s Nuriche Debit Card once $10.00 has been accrued.

7.2 — Adjustment to Bonuses and Commissions

IBO’s receive bonuses and commissions based on the actual sales of Products to end consumers. When a Product is returned to Nuriche for a refund or is repurchased by the Company, the bonuses and commissions attributable to the returned or repurchased Product(s) will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the IBO’s who received bonuses and commissions on the sales of the refunded Products. In the event that any such IBO terminates his or her IBO organization and the amounts of the bonuses or commissions attributable to the returned Products have not yet been fully recovered by the company, the remainder of the outstanding balance may be set off against any amounts owed to the terminated IBO pursuant to Section 8.2.

7.3 — Unclaimed Commissions

IBO’s must deposit or cash commission and bonus checks within six months from their date of issuance. A check that remains uncashed after six months will be void. There shall be a $20.00 charge for reissuing a check, deducted from the balance owed to the IBO.

7.4 — Online and Telephonic Activity Reports

All information provided by Nuriche in online or telephonic Downline activity reports, including but not limited to personal and group sales volume (or any part thereof), Downline sponsoring activity and/or accrued bonuses and commissions is believed to be accurate and reliable. Nevertheless, due to various factors, including the inherent possibility of human and mechanical error, the accuracy, completeness, and timeliness of orders, denial of credit card and electronic check payments, returned Products, credit card and electronic check charge-backs, the information is not guaranteed by Nuriche or any persons creating or transmitting the information.

ALL VOLUME AND SPONSORING ACTIVITY INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR, BUT WITHOUT LIMITATION, THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON INFRINGEMENT.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NURICHE AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY IBO OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF, OR ACCESS TO, VOLUME AND SPONSORING ACTIVITY INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF NURICHE OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NURICHE OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

Access to and use of Nuriche’s online and telephone activity reporting services and the information obtained thereby is at the IBO’s own risk. All such information is provided to the IBO “as is.” If a IBO is dissatisfied with the accuracy or quality of the information, the IBO’s sole and exclusive remedy is to discontinue use of and access to Nuriche’s online and telephone activity reporting services.

SECTION 8 — PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE

8.1 — Product Guarantee

8.1.1 ─ Returns by First Time Direct Customers – Initial Purchase

Nuriche offers a Special Unconditional Ninety (90) Day Money-Back Guarantee to First Time Direct Customers on their Initial Purchase of any Nuriche Product, including original Shipping and Handling charges. If, on his or her Initial Purchase, a First Time Direct Customer is dissatisfied with any Nuriche Product for any reason, he or she may return that Product to the Company within ninety (90) days, for a replacement, exchange or a full refund of the purchase price. Only one container per product type may be opened and used to receive credit for the returned product. All additional products must be in marketable condition and not beyond the shelf life of the product. Product is considered past its shelf life one year from the date of purchase, after the expiration date indicated on the product has passed, or once it has been opened.

8.1.2 ─ Returns by Direct Customers – Subsequent Purchases

If a Direct Customer is dissatisfied with any Nuriche Product purchased subsequent to his or her Initial Purchase, he or she may return that Product to the Company within thirty (30) days, for a replacement, exchange or a full refund of the purchase price, less any Shipping and Handling charges. All products must be in marketable condition and not beyond the shelf life of the product. Product is considered past its shelf life one year from the date of purchase, after the expiration date indicated on the product has passed, or once it has been opened.

8.1.3 ─ Returns by New IBO’s – Initial Purchase (Products Purchased for Personal Consumption)

Nuriche offers a Special Ninety (90) Day Money-Back Guarantee to New IBO’s on their Initial Purchase of any Nuriche Product purchased for personal use, including original Shipping and Handling charges. If, on his or her Initial Purchase, a New IBO is dissatisfied with any Nuriche Product purchased for personal use, the Company offers a 100% 90-day money-back guarantee. This guarantee is limited to $300.00 for New IBO’s. Only one container per product type may be opened and used to receive credit for the returned product. All additional products must be in marketable condition and not beyond the shelf life of the product. Product is considered past its shelf life one year from the date of purchase, after the expiration date indicated on the product has passed, or once it has been opened.

8.1.4 – Returns byIBO’s – Subsequent Purchases (Products Purchased for Personal Consumption)

If an IBO is dissatisfied with any Nuriche Product purchased subsequent to his or her Initial Purchase, he or she may return that Product to the Company within thirty (30) days, for a replacement, exchange or a full refund of the purchase price, less any Shipping and Handling charges. This guarantee is limited to $300.00 for IBO’s. All products must be in marketable condition and not beyond the shelf life of the product. Product is considered past its shelf life one year from the date of purchase, after the expiration date indicated on the product has passed, or once it has been opened.

8.1.5 – Returns by IBO’s – Subsequent Purchases in Excess of $300.00 (Products Purchased for Personal Consumption)

If an IBO wishes to return merchandise exceeding $300.00 purchased subsequent to his or her Initial Purchase, in any 12-month period, the return will be deemed an inventory repurchase and the Company shall repurchase the inventory pursuant to the terms of Section 8.2, and the IBO’s Agreement shall be canceled. All products must be in marketable condition and not beyond the shelf life of the product. Product is considered past its shelf life one year from the date of purchase, after the expiration date indicated on the product has passed, or once it has been opened.

8.1.6 ─ Returns by IBO’s (Products Returned by Personal Retail Customers)

If a Personal Retail Customer returns a Product to the IBO from whom it was purchased, the IBO may return it to the company for an exchange or refund. All Products returned by Personal Retail Customers must be returned to the Company within 10 days from the date on which it was returned to the IBO along with the Sales Receipt the IBO gave to the Customer, the Customer’s name and telephone number, the reason for the return, and the Customer’s signature. All products must be in marketable condition and not beyond the shelf life of the product. Product is considered past its shelf life one year from the date of purchase, after the expiration date indicated on the product has passed, or once it has been opened.

8.2 — Return of Inventory and Sales Aids by IBO’s

Upon cancellation of an IBO’s Agreement, the IBO may return Inventory and Sales Aids for a refund if he or she is unable to sell or use the merchandise. An IBO may only return Products and sales aids purchased by him or her that are in unused, resalable condition. Upon receipt of the Products and Sales Aids, the IBO will be reimbursed 90% of the net cost of the original purchase price(s), less shipping and handling charges. If the purchases were made through a credit card, the refund will be credited back to the same account. The company shall deduct from the reimbursement paid to the IBO any commissions, bonuses, rebates or other incentives received by the IBO which were associated with the merchandise that is returned.

8.2.1 ─ Montana Residents

A Montana resident may cancel his or her IBO Agreement within Fifteen (15) Days from the date of enrollment.

8.3 — Procedures for All Returns

The following procedures apply to all returns for refund, repurchase, or exchange:

1. All merchandise must be returned by the IBO or Customer who purchased it directly from Nuriche.
2. All Products to be returned must have a Return Authorization Number, which can be obtained by calling the IBO Services Department.

This Return Authorization Number must be written on each carton returned. The return is accompanied by:

1. A completed and signed Consumer Return Form;
2. A copy of the original dated retail Sales Receipt; and
3. The unused portion of the Product in its original container.
4. Proper shipping carton(s) and packing materials are to be used in packaging the Product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to Nuriche shipping pre-paid. Nuriche does not accept shipping-collect packages. The risk of loss in shipping for returned Product shall be on the IBO. If returned Product is not received by the Company’s Distribution Center, it is the responsibility of the IBO to trace the shipment.
5. If an IBO is returning merchandise to Nuriche that was returned to him or her by a personal retail Customer, the Product must be received by Nuriche within ten (10) days from the date on which the retail Customer returned the merchandise to the IBO, and must be accompanied by the sales receipt the IBO gave to the Customer at the time of the sale.

No refund or replacement of Product will be made if the conditions of these rules are not met.

SECTION 9 — DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 — Disciplinary Sanctions

Violation of the Agreement, these Policies and Procedures, or any illegal, fraudulent, deceptive or unethical business conduct by an IBO may result, at Nuriche’s discretion, in one or more of the following corrective measures:

1. Issuance of a written warning or admonition;
2. Requiring the IBO to take immediate corrective measures;
3. Imposition of a fine, which may be withheld from bonus and commission checks;
4. Loss of rights to one or more bonus and commission checks;
5. Nuriche may withhold from an IBO all or part of the IBO’s bonuses and commissions during the period that Nuriche is investigating any conduct allegedly violative of the Agreement. If an IBO’s business is canceled for disciplinary reasons, the IBO will not be entitled to recover any commissions withheld during the investigation period;
6. Suspension of the individual’s IBO Agreement for one or more pay periods;
7. Involuntary termination of the offender’s IBO Agreement;
8. Any other measure expressly allowed within any provision of the Agreement or that Nuriche deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the IBO’s policy violation or contractual breach;
9. In situations deemed appropriate by Nuriche, the Company may institute legal proceedings for monetary and/or equitable relief.

9.2 — Grievances and Complaints

When an IBO has a grievance or complaint with another IBO regarding any practice or conduct in relationship to their respective Nuriche businesses, the complaining IBO should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party’s Upline sponsor. If the matter cannot be resolved, it must be reported in writing to the IBO Services Department at the Company. The IBO Services Department will review the facts and attempt to resolve it.

9.3 — Arbitration

Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If an IBO  wishes to bring an action against Nuriche for any act or omission relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within one year shall bar all claims by an IBO against Nuriche for such act or omission. The IBO waives all claims that any other statute of limitation applies. IBO’s waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Cedar City, Utah, unless the laws of the state in which an IBO resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. The parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure. No other aspects of the Federal Rules of Civil Procedure shall be applicable to arbitration. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Association provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of the Agreement.

Nothing in these Policies and Procedures shall prevent Nuriche from applying to, and obtaining from, any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect Nuriche’s interest prior to, during, or following, the filing of any arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

9.4 — Governing Law, Jurisdiction and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside in Utah County, State of Utah unless the laws of the state in which an IBO resides expressly require the application of its laws, in which case that state’s law shall govern all issues related to jurisdiction and venue. The Federal Arbitration Act shall govern all matters relating to arbitration. The laws of the State of Utah shall govern all other matters relating to or arising from the Agreement unless the laws of the state in which an IBO resides expressly require the application of its laws.

SECTION 10 — ORDERING

10.1 — Direct Customers

IBO’s are encouraged to promote Nuriche’s Direct Customer Program to retail Customers. The Direct Customer Program allows retail Customers to purchase their Products directly from Nuriche through a IBO’s replicated Web sites. Direct Customers may not place an order except at an IBO’s Nuriche replicated Web site.

10.2 — Purchasing Nuriche Products

Each IBO should purchase his or her Products directly from Nuriche online only.

10.3 — Shipping and Back Order Policy

Nuriche will normally ship Products within two (2) business days from the date on which it receives an order. Nuriche will expeditiously ship any part of an order currently in stock. If, however, an ordered item is out-of-stock, it will be placed on back order and sent when Nuriche receives additional inventory. IBO’s will be charged and given Personal Sales Volume on back ordered items unless notified on the invoice that the Product has been discontinued. Nuriche will notify IBO’s and Direct Customers if items are back-ordered and are not expected to ship within 30 days from the date of the order. An estimated shipping date will also be provided. Back ordered items may be canceled upon a Direct Customer’s or IBO’s request. Direct Customers and IBO’s may request a refund, credit on account, or replacement merchandise for canceled back orders. If a refund is requested, the IBO’s Personal Sales Volume will be decreased by the amount of the refund in the month in which the refund is issued.

10.4 — Confirmation of Order

An IBO and/or recipient of an order must confirm that the Product received matches the Product listed on the shipping invoice, and is free of damage. Failure to notify Nuriche of any shipping discrepancy or damage within thirty days of shipment will cancel an IBO’s right to request a correction.

SECTION 11 — PAYMENT AND SHIPPING

11.1 — Deposits

No monies should be paid to or accepted by an IBO for a sale to a personal retail Customer except at the time of Product delivery. IBO’s should not accept monies from retail Customers to be held for deposit in anticipation of future deliveries.

11.2 — Insufficient Funds

It is the responsibility of each IBO to ensure that there are sufficient funds or credit available in his or her account to cover the monthly Direct Ship order. Nuriche will not contact IBO’s in regard to orders canceled due to insufficient funds or credit. This may result in an IBO’s failure to meet his or her Personal Sales Volume requirements for the month.

11.3 — Sales Taxes

In designing the Nuriche opportunity, one of our guiding philosophies has been to free IBO’s from as many administrative, operational, and logistical tasks as possible. In doing so, IBO’s are free to concentrate on those activities that directly affect their incomes, namely Product sales and enrollment activities. To these ends, Nuriche relieves IBO’s of the burdens of collecting and remitting sales taxes, filing sales tax reports, and keeping records relative to sales taxes.

By virtue of its business operations, Nuriche is required to charge sales taxes on all purchases made by IBO’s and Direct Customers, and remit the taxes charged to the respective states. Accordingly, Nuriche will collect and remit sales taxes on behalf of IBO’s, based on the suggested retail price of the Products, according to applicable tax rates in the state or province to which the shipment is destined. If an IBO has submitted, and Nuriche has accepted, a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the IBO. Exemption from the payment of sales tax is applicable only to orders which are shipped to a state or province for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop-shipped to another state/province. Any sales tax exemption accepted by Nuriche is not retroactive.

As independent contractors, IBO’s are responsible to collect and remit the appropriate sales tax on all Products that they sell to their personal retail Customers. You should consult with your local sales tax authority to ensure that the tax is properly remitted.

SECTION 12 — INACTIVITY AND CANCELLATION

12.1 — Effect of Cancellation

So long as an IBO remains active and complies with the terms of the IBO Agreement and these Policies and Procedures, Nuriche shall pay commissions to such IBO in accordance with the Marketing and Compensation Plan. An IBO’s bonuses and commissions constitute the entire consideration for the IBO’s efforts in generating sales and all activities related to generating sales (including building a Downline organization). Following an IBO’s non-renewal of his or her IBO Agreement) cancellation for inactivity, or voluntary or involuntary cancellation of his or her IBO Agreement (all of these methods are collectively referred to as “cancellation”), the former IBO shall have no right, title, claim or interest to the marketing organization that he or she operated, or any commission or bonus from the sales generated by the organization. An IBO whose business is canceled will permanently lose all rights as a IBO. This includes the right to sell Nuriche Products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the IBO’s former Downline sales organization. In the event of cancellation, IBO’s agree to waive all rights they may have, including but not limited to property rights, to their former Downline organization and to any bonuses, commissions, or other remuneration derived from the sales and other activities from his or her former Downline organization.

The former IBO shall not hold himself or herself out as a Nuriche IBO and shall not have the right to sell Nuriche Products or services. An IBO whose IBOAgreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

12.2 — Cancellation Due to Inactivity

It is the IBO’s responsibility to lead his or her marketing organization with the proper example in personal production of sales to end consumers. Without this proper example and leadership, the IBO will lose his or her right to receive commissions from sales generated through his or her marketing organization. If an IBO has not placed an order for a period of six consecutive calendar months (and thus become “inactive”), his or her IBO Agreement shall be canceled for inactivity. The cancellation will become effective on the day following the last day of the sixth month of inactivity. Written confirmation of the cancellation will not be provided by Nuriche. Nuriche will annually purge such cancelled IBO’s from the Nuriche IBO tree. Any IBO’s or Customers who were personally sponsored by a cancelled IBO will roll up to the personal sponsor of the cancelled IBO, who will become the new sponsor of the cancelled IBO’s personally sponsored Customers and IBO’s.

12.3 — Involuntary Cancellation

An IBO’s violation of any of the terms of the Agreement, including any amendments that may be made by Nuriche in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancellation of his or her IBO Agreement. Cancellation shall be effective on the date on which written notice is mailed, return receipt requested, to the IBO’s last known address, or when the IBO receives actual notice of cancellation, whichever occurs first.

12.4 — Voluntary Cancellation

A Nuriche IBO has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the company at its principal business address. The written notice must include the IBO’s signature, printed name, address, and IBO I.D. Number.

SECTION 13 — DEFINITIONS

Active IBO — An IBO who satisfies the minimum Personal Sales Volume requirements, as set forth in the Nuriche Marketing and Compensation Plan, to ensure that he or she is eligible to receive bonuses and commissions.

Active Rank — The term “active rank” refers the current rank of an IBO, as determined by the Nuriche Marketing and Compensation Plan, for any calendar month. To be considered “active” relative to a particular rank, an IBO must meet the criteria set forth in the Nuriche Marketing and Compensation Plan for his or her respective rank. (See the definition of “Rank” below.)

Agreement – The contract between the Company and each IBO includes the IBO Application and Agreement, the Nuriche Policies and Procedures, the Nuriche Marketing and Compensation Plan, and the Business Entity Form (where appropriate), all in their current form and as amended by Nuriche in its sole discretion. These documents are collectively referred to as the “Agreement.”

Cancel — The termination of an IBO’s business. Cancellation may be either voluntary, involuntary, or through inactivity. Commissionable Products — All Nuriche Products on which commissions and bonuses are paid. Lifetime IBO Kits and sales aids are not commissionable Products.

Company — The term “Company” as it is used throughout the Agreement means Nuriche, L.L.C.

Direct Customer — A Customer who purchases Nuriche Products directly from Nuriche through the replicated Web site of an IBO.

Downline — See “Marketing Organization” below.

Downline Activity Report — A monthly report generated by Nuriche that provides critical data relating to the identities of IBO’s, sales information, and enrollment activity of each IBO’s Marketing Organization. This report contains confidential and trade secret information which is proprietary to Nuriche.

Downline Leg — Each one of the individuals enrolled immediately underneath you and their respective marketing organizations represents one “leg” in your marketing organization.

End Consumer — A person who purchases Nuriche Products for the purpose of personally consuming them rather than for resale to someone else.

Generation — The layers of Downline IBO’s in a particular IBO’s Marketing Organization which are based on personal sponsorship. This term refers to the relationship of an IBO relative to the Upline IBO who sponsored that IBO. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A’s fourth generation. This is different from Levels.

Group Sales Volume — The commissionable value of Nuriche Products generated by an IBO’s Marketing Organization. Group Sales Volume does not include the Personal Sales Volume of the subject IBO. (sales aids have no Sales Volume.)

Immediate Household — Heads of household and dependent family members residing in the same house, including spouses.

Level — The layers of Downline IBO’s in a particular IBO’s Marketing Organization based on placement. This term refers to the relationship of an IBO relative to a particular Upline IBO, determined by the number of IBO’s between them who are related by sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A’s fourth generation, but could be on A’s 15th level, depending on which levels B, C, and D have been placed at in the downline organization of A. This is different from Generations.

Marketing Organization — The IBO’s sponsored below a particular IBO.

Official Nuriche Material — Literature, audio or video tapes, files, and other materials developed, printed, published and distributed by Nuriche to IBO’s.

Personal Production — Moving Product to an end consumer for personal use.

Personal Sales Volume (PSV) — The commissionable value of Products sold in a calendar month: (1) by the Company to an IBO; and (2) by the Company to the IBO’s Direct Customers.

Rank — The “title” that an IBO has achieved pursuant to the Nuriche Marketing and Compensation Plan.

Recruit — For purposes of Nuriche’s Conflict of Interest Policy (Section 4.8), the term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another Nuriche IBO to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the IBO’s actions are in response to an inquiry made by another IBO. See “Sponsor” below.

Resalable — Products and sales aids shall be deemed “resalable” if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) the Product and packaging are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) Products are returned to Nuriche within one year from the date of purchase; 5) the Product expiration date has not elapsed; and 6) the Product contains current Nuriche labeling. Any merchandise that is clearly identified at the time of sale as not returnable discontinued, or as a seasonal item, shall not be resalable.

Roll-Up — The method by which a vacancy in a Marketing Organization left by an IBO whose IBO Agreement has been canceled is filled.

Sponsor — An IBO who enrolls another IBO into the Company, and is listed as the Sponsor on the IBO Application and Agreement. The act of enrolling others and training them to become IBO’s is called “sponsoring.” See “Recruit” above.

Upline — This term refers to the IBO or IBO’s above a particular IBO in a sponsorship line going up to the Company. Conversely stated, it is the line of sponsors that links any particular IBO to the Company.