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USER REGISTRATION


Registration

Terms & Conditions

1.1. Welcome to Suzuion

1.1.1 Suzuion is a direct selling company that markets its Products through independent Distributors. It is important to understand that each Distributor’s success depends on the integrity of the men and women who market Suzuion's Products and services. The Agreement (as defined below) is made to clearly define the relationship between Suzuion and its independent Distributors, between the Distributors and their Customers, and between Distributors.

1.1.2 The Parties. M/s.Suzuion Technologies Pvt Ltd ,having it’s registered office at GRM BUILDING, Plot No.31,Road No.4, Mallikarjuna Nagar Ccolony,Old Bowenpally,Secunderabad,Hyd-500011.TS.India. www.suzuindia.com ,www.suzuoffice.com is the company referenced in the Distributor Application and Agreement signed by the Distributor. In these Policies and Procedures, the company is sometimes referred to as “Suzuion” or the “Company” and the Distributor signing the Agreement is referred to as “a” or “the Distributor" or “Direct Seller”

1.1.3 These Policies and Procedures along with the Suzuion Distributor Application and Agreement (the “Distributor Agreement”) and the Rewards Plan (collectively referred herein as the “Agreement”), such as may now exist or hereafter be amended, constitute the complete and binding agreement and understanding between Suzuion Distributors and Suzuion.

1.2. Distributor Code of Conduct

1.2.1 I will be honest and fair in my dealings as a Distributor

1.2.2 I will actively work to establish and maintain a retail Customer base.

1.2.3 I will perform my business in a manner that will enhance my reputation and the positive reputation established by Suzuion.

1.2.4 I will be courteous and respectful of every person I contact in the course of my Suzuion independent activities and shall only make personal or telephone contact with potential applicants and Customers in a reasonable manner and during reasonable hours to avoid intrusiveness. When making a sales presentation, I shall discontinue it immediately upon the request of the recipient.

1.2.5 I will fulfill my leadership responsibilities as a Sponsor, which includes training, supporting and communicating with the Distributors in my organization.

1.2.6 I will not Sponsor or attempt to Sponsor any Suzuion Distributor directly or indirectly into any other network marketing program. 

1.2.7 I will not engage in deceptive or illegal practices and will not misrepresent Suzuion Products or the Rewards Plan.

1.2.8 I acknowledge that even my personal experience and the benefits received from Suzuion Products may be interpreted as unauthorized “extension of labeling claims”.

1.2.9 I understand and agree that I am solely responsible for all financial and/or legal obligations I incur in the course of my business as a Distributor and will discharge all debts and duties as required of a Distributor.

1.3. Term & Renewal

1.3.1 Term. The term of this Agreement is one year. If Distributor fails to annually renew his/her Agreement, or if it is canceled or terminated for any reason, Distributor will permanently lose all rights as a Distributor. Distributor shall not be eligible to sell Products and services nor shall he/she be eligible to receive Commissions, bonuses, or other benefits resulting from the activities of his/her former downline sales organization. In the event of cancellation, termination or nonrenewal, Distributor affirmatively waives all rights of the Agreement, including but not limited to property rights, the former downline organization and to any bonuses, Commissions or other remuneration derived through the sales and other activities of the former downline organization. Suzuion reserves the right to terminate all Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its Products and/or services via direct selling channels. Distributor may cancel this Agreement at any time, and for any reason, upon written notice to Suzuion at its principal business address. Suzuion may cancel this Agreement for any reason upon 30 days’ advance written notice to Distributor.

1.3.2 Renewal. Distributors must renew their Distributor Agreement each year an annual renewal on or prior to the anniversary date of their Distributor Agreement, unless the Distributor has accrued 100 PV of Autoship volume during the year (based on the Distributor anniversary date). As long as 100PV of Autoship volume is attained in the 365 days prior to the anniversary date. If renewal is not made within thirty (30) days after the expiration of the current term of the Distributor Agreement, the Distributor Agreement will be terminated. The Automatic Renewal Program (ARP) may be utilized to avoid any delay.

1.4. Distributor Rights

Once a Distributor's Agreement has been accepted by Suzuion, the benefits of the Distributor Agreement will be available to him or her as long as the Distributorship is not in breach of the Agreement. These benefits include the right to: sell Suzuion Products in accordance with the Agreement; participate in the Financial Rewards Plan and if eligible, receive Commissions and benefits; Sponsor other people; receive periodic Suzuion literature and other Suzuion communications; participate in Suzuion-sponsored support, service, training, motivational, and recognition functions (upon payment of appropriate charges, if applicable and legally permissible); and participate in promotional and incentive contests and programs sponsored by Suzuion.

1.5. Independent Contractor

A Distributor is an independent contractor and not an employee or agent of Suzuion.

1.6. Business Conduct

Each Distributor will perform all of his/her business activities in a professional and ethical manner, which will enhance the Distributor’s reputation and the positive reputation of Suzuion. Distributors will not engage in any conduct that could negatively reflect on Suzuion or any other Distributor’s image. Distributors will be courteous and respectful of every person contacted, including employees and executives of the corporate office of Suzuion, and will conduct their business in a way as to respect the Products and professionalism of Suzuion and its other Distributors. A Distributor will under no circumstances disparage or infringe upon the Suzuion name or reputation in connection with the marketing of Suzuion Products or misappropriate any confidential or proprietary information or trade secrets (including Distributor names and address lists) of Suzuion for use by the Distributor or others.

1.7. No Purchase Required

The purchase of Products is not required to become a Distributor or to participate in the Rewards Plan.

SECTION 2 – BECOMING A SUZUION DISTRIBUTOR

2.1. Enrollment

2.1.1 Conditions to Apply. To become a Suzuion associate, the applicant must be (i) at least 18 years of age (or the minimum age required in the country where enrolling) if an individual or properly registered and in good standing in the jurisdiction where it is registered to do business if a legal entity; (ii) be otherwise authorized to engage in direct selling in the country of residence; (iii) submit a truthfully completed Distributor Agreement that is accepted by the Company; and (iv) purchase a Starter Kit, unless prohibited by law. To have the entire Financial Rewards Plan benefits available, the Associate must also generate 100 PV (through Customer sales or personal purchases).

2.1.2 Application. By signing the Distributor Agreement and submitting it to Suzuion, the Distributor is applying to become an independent Distributor of Suzuion. The application is accepted when received, subject to the rights in section 2.1.3, and if the applicant is otherwise in compliance with the Distributor Application. Upon acceptance, Suzuion will establish a Distributorship.

2.1.3 Right to Reject. Suzuion reserves the right to reject any Distributor Application for any reason whatsoever within three (3) months after received. Suzuion will not accept Distributor Applications containing intentionally falsified information and deems such applications void.

2.1.4 Notice of Changes. The Distributor is responsible for informing the Company of any changes affecting the accuracy of their Distributor Application and any subsequent information regarding the account information of the Distributorship.

2.1.5 Starter Kit. A virtual Starter Kit is available to each Distributor as part of his/her enrollment. Where required by law, a printed copy is available.

2.1.6 Prospects. If a Distributor pays for or reimburses a prospect for the expenses of attending any Suzuion-event, or if the Distributor attends a Suzuion event with the prospect, Suzuion will recognize that Distributor as the Sponsor if the prospect submits an application within 60 days of the event. Thereafter, the prospect may enroll with the Sponsor of his/her choosing.

2.2. Beneficial Interest

2.2.1 Beneficial Interest. A Distributor may have a Beneficial Interest in only one Distributorship, except as explicitly allowed herein. “Beneficial Interest” means the right to direct, control, own, participate in, or be the beneficiary of the direction, control, ownership, or participation of another person on the account.

2.2.2 Same Household. A couple, whether married, common law partners, or similar, may have only one Distributorship in the same household. The actions of each person of the couple and anyone else with a beneficial interest in the Distributorship is attributable to the Distributorship.

2.2.3 Legal Entity and its Principals. If a Distributor is a legal entity, then all persons possessing a right to control that entity, including but not limited to its shareholders, officers, directors, or its members or managers (the “principals”), as the case may be, possess a Beneficial Interest in that Distributorship and may not hold a Beneficial Interest in another Distributorship. The actions of spouses or common law partners of the principals of the entity are attributable to the Distributorship.

2.3. Married Couples

Husbands, wives or common-law couples (collectively “spouses”) who wish to become a Distributor must submit a single Distributor Application and Agreement. Neither may have a Beneficial Interest in another Distributorship (see 2.2). the action of one spouse will be attributed to both spouses and, therefore, the Distributorship. In the event that two (2) Distributors marry, they may each maintain the Distributorship they had prior to the marriage.

2.4. Corporations, Partnerships and Trusts

2.4.1 Companies as Distributors. Companies formed as corporations, limited liability companies, partnerships and/or trusts may apply to become a Distributor, unless prohibited by law. Such applicants must complete and submit the Distributor Agreement, accompanied by copies of the Articles of Incorporation, Articles of Organization, partnership agreement, or trust document or other charter or organizational document as filed in the jurisdiction where they do business.

2.4.2 Disclosure of Principals. To ensure compliance with the Distributor Agreement, Distributors must disclose a complete list of all principles, including directors, officers and shareholders of the company. Limited liability companies must disclose a complete list of all members, officers and managers. Partnerships must disclose all general and limited partners. Trusts must disclose the trustee(s) and beneficiary/ beneficiaries. This information may be faxed or emailed to Suzuion and must be updated by the Distributor. The Distributor must also provide Suzuion a proof of the required business or tax number and evidence that the entity is in good standing (see Appendix A for country specific details). If any shareholder, partner, member or manager of a Distributor is itself an entity, then the information required above for the entity shall also be required for such shareholder, partner, member or manager.

2.4.3 Liability. Shareholders, members, partners, employees, agents, beneficiaries, trustees and those who promote the legal entity, as applicable, agree to remain personally liable to Suzuion and bound by the Agreement.

2.4.4 Assumed Name. A completed “Operating Under a Business Name” or DBA (Doing Business As) form must be on file with Suzuion. In any Distributor position involving the efforts of more than one individual, whether as a corporation, partnership, Limited Liability Company or trust, the actions of one participant shall reflect on the Distributorship as a whole. If one participant is found to have violated the terms and conditions of the Agreement, then the Distributorship as a whole will be considered to be in violation.

2.5. Correct Name and ID Number

A person or entity may not apply for a Distributorship using a fictitious or assumed name or use the identity of another person or entity that will not be associated with the Distributorship. No one may enter a tax or other government ID number that was not assigned to the primary individual or entity on the Distributorship.

2.6. Tax Identification Number

Upon enrolling, or at Suzuion's request, a Distributor shall, if permitted by law, provide his/her government-issued ID number and/or tax number and a copy thereof. Upon enrollment, Suzuion will provide the Distributor a unique Distributor identification number that will be used for identifying its Distributorship.

2.7. Sponsor/Placement Corrections and Changes

2.7.1 Corrections. Once Placement is done, it will not change and Spell correction may requested within a period of three (3) days from the date of enrollment.

2.7.1.1 This policy is used solely to correct mistakes made at enrollment and corrections may be requested through the back office Help Desk and must include an explanation for the request.

2.7.1.2 There will be no fee for the first correction requested within the initial three (3) day period.

2.7.2 Changes. Suzuion discourages Sponsor and Placement changes. However, requests for a Placement change or a change of Sponsorship will not granted by Suzuion in its sole discretion, with additional conditions and restrictions as may be required by Suzuion.

2.7.2.1 Sponsor changes will not be made outside of the Sponsor’s upline or enrollment tree organization. All requests shall be submitted to the Compliance Department.

2.8. Adding and Removing Co-Applicants After Enrollment

2.8.1 Procedures. Requests to add a co-applicant to a Distributorship must be made to the Research Department. The request will not be granted if the co-applicant has a Beneficial Interest in another Distributorship or is subject to the waiting requirement in section 2.10. Once approved, the Distributor must submit a fully completed and properly executed amended Distributor Agreement that is signed by both Distributor and the co-applicant.

2.8.2 Earnings. All earnings will be sent to the address on record for the Distributor position.

2.8.3 Restrictions. The original applicant must remain party to the original Distributor Agreement once a co-applicant is added; however, if the original Distributor wants to terminate his/her Distributor relationship with Suzuion, he/she must do so in accordance to the Suzuion policy and the Co-Applicant must submit a Business Transfer Form. If this is not followed, then this Agreement shall be terminated upon withdrawal of the original Distributor.

2.8.4 Change of Sponsor. The modification permitted within the scope of this section does not include change of Sponsor.

2.8.5 Co-Applicant Resignation. Co-applicants may resign their interest in a Distributorship by notifying Customer Service. They will be subject to the waiting rule in section 2.10.

2.9. Multiple Applications

If one applicant submits multiple Distributor Agreement forms listing different Sponsors, only the first completed form to be received by Suzuion will be accepted. Suzuion reserves the right, in its sole discretion, to make the final decision with respect to all such disputes.

2.10. Waiting Rule For Re-Applying

2.10.1 Policy. Any former Distributor (including a co-applicant) and anyone who held a beneficial interest in a Distributorship and who desires to apply for a new Distributorship or acquire an interest in an existing Distributorship may do so only after delivering a resignation or cancellation notice for the original Distributorship and waiting of one month period from the re-signature or cancellation.

The re-applying applicant must submit a Business Transfer Form with his/her application.

2.10.2 Tolling of Waiting Period. Any activity by the waiting Distributor during the applicable waiting period required in 2.10.1 that may suggest the Distributor is building a new business shall re-set the waiting period. In case of such activity includes, but is not limited to, attending meetings and promoting the opportunity or Products in any way.

2.11. Reports, Confidential Information, and Trade Secrets

2.11.1 Reports. Suzuion desires to protect itself and its Distributors from unfair and inappropriate competition. Suzuion provide Distributors access and viewing of their organizations through JOffice. The reports generated through Office and each Distributor list, including but not limited to all Distributors; organization lists; names; addresses; email addresses; and telephone numbers contained in the Suzuion database, in any form, including, but not limited to, hard copies, electronic or digital media (collectively the “Reports”) are the confidential and proprietary property of Suzuion.

 Configured, and currently maintains the Reports through the expenditure of considerable time, effort, and monetary resources. Reports, in present and future forms and as amended from time to time, constitute commercially advantageous proprietary assets and trade secrets of Suzuion, which each Distributor shall hold confidential. But for this agreement of confidentiality and nondisclosure— Suzuion would not provide Reports to a Distributor. A Distributor’s right to disclose the Reports and information contained therein and other Distributor information maintained by Suzuion is expressly reserved by Suzuion and may be denied at Suzuion‘s discretion.

2.11.2 Purpose. Reports are made available to Distributor for the sole purpose of assisting Distributors in working with their downline organization in the development of their Suzuion business. Distributors may use Reports provided to them to assist, motivate, and train their downline organization.

2.11.3 Non-Disclosure. A Distributor’s access to his/her Reports is password protected. Reports are provided to each Distributor in strictest confidence. Such Reports shall not be disclosed by a Distributor to any third party or used for purposes other than in the performance of his/her obligations under the Agreement and for Suzuion’s benefit without Suzuion’s prior written consent. Any unauthorized use or disclosure of Report constitutes misuse, misappropriation, and a violation of the Distributor Agreement and may cause irreparable harm to Suzuion.

2.11.4 Restrictions. Each Distributor shall not, on his/her own behalf, or on behalf of any other person:

2.11.4.1 Directly or indirectly disclose any information contained in any Report to any third party;

2.11.4.2 Directly or indirectly disclose the password or other access code to his/her Report;

2.11.4.3 Use the information to compete with Suzuion or for any purpose other than promoting the Distributor’s Suzuion business;

2.11.4.4 Recruit or solicit any Distributor listed on any Report or in any manner attempt to influence or induce any Distributor to alter his or her business relationship with Suzuion.

2.11.5 Return Reports Upon Termination. Upon Suzuion’s demand and always upon termination of the Agreement, the Distributor shall return to us the original, and all copies of any Reports and any confidential or trade secret information taken therefrom (whether paper or electronic) that is in the Distributor’s possession or subject to his or her control.

2.11.6 Breach. In the event the Distributor breaches any of the covenants of this subsection on Reports, the Company may terminate the Distributorship and may seek injunctive relief to prevent irreparable harm to Suzuion or any of its Distributors. Suzuion may also pursue all appropriate remedies under applicable law to protect its rights to Reports; any failure to pursue such remedies will not constitute a waiver of those rights.

2.11.7 Confidential Information. Distributors may gain access to confidential information of Suzuion. Specifically, without limiting the foregoing, confidential information includes information contained in any genealogical or downline report provided or accessible to a Distributor, Customer lists, manufacturer information, Commission or sales reports, Product formulas, and other financial and business information of Suzuion. All such information (whether in electronic, oral or written form) is proprietary to and owned by Suzuion, and is transmitted or available to Distributor in strict confidence. Each Distributor agrees that he/she will not disclose any such confidential or proprietary information to any third party, directly or indirectly, or use the information to compete with Suzuion or for any other purpose except as expressly authorized by the Agreement. This information is to be used only for the promotion of the Suzuion program in accordance with the Agreement. Distributor and Suzuion agree that without this agreement of confidentiality and non-disclosure, Suzuion would not provide the information or make it accessible to Distributor. This provision shall survive the termination or expiration of the Distributor Agreement.

2.12. Sponsoring and Sales in Other Markets

2.12.1 Right to Sponsor. Suzuion Distributors may Sponsor individuals into their organization, subject to the Agreement.

2.12.2 Compliance and Restrictions. Compliance with this section protects the Company, Distributors, and their collective ability to conduct business in selected countries. Violation of these policies may result in governmental regulatory action, which may include severe fines, confiscation of property, closure of business operations, or even imprisonment. Accordingly, a Distributor shall not:

2.12.2.1 Engage in blind solicitation of prospects. Many countries have strict privacy laws that forbid blind or cold solicitations. Also, many local laws forbid advertising for leads;

2.12.2.2 Import any Product into a market for which that Product is not officially approved. Products are labeled and sometimes formulated for specific countries;

2.12.2.3 Distribute Suzuion Starter Kits not approved for the country in which it is intended. Promotional statements from one country’s literature may not be appropriate or legal in another country;

2.12.2.4 Sell Products not labeled by Suzuion for that country;

2.12.2.5 Send any unauthorized Products to another country. Products to be sold in any country must be obtained directly from an authorized Suzuion office or warehouse and be labeled for that country;

2.12.2.6 Seek or participate in media coverage of any kind without prior written approval from the Company;

2.12.2.7 Misrepresent Products or the Suzuion opportunity in the country;

2.12.2.8 Make claims or guarantees of earnings potential;

2.12.2.9 Make unlawful health claims about the Products;

2.12.2.10 fails to comply with the Policies and Procedures of the country in which a Distributor is enrolled;

2.12.2.11 Induces prospects in the country to join one’s organization by promising cash rewards or volume.

2.13. Record Keeping

Suzuion encourages all of its Distributors to maintain complete and accurate records of their business transactions. Suzuion may exercise its option to request records relating to retail sales or other matters as described herein or as required by applicable law.

SECTION 3 – LEGAL COMPLIANCE

3.1 Legal Compliance

All Suzuion Distributors shall comply with all applicable laws and regulations concerning the operation of their business.

3.2 No Exclusive Territories

There are no exclusive territories for recruiting purposes nor shall any Distributor imply or state that he/she has any exclusive territory rights. There are no geographic limitations on Distributor Sponsoring except in those foreign countries that have not officially been opened by Suzuion.

3.3 Representation of Government Endorsements

Regulatory agencies do not endorse direct selling programs or their Products or services. Therefore, Distributors may not represent, directly or indirectly, that the Suzuion Rewards Plan or its Products or services have been approved, reviewed or endorsed by any government agency unless Suzuion explicitly states so.

3.4 Product Claims

3.4.1 No Unauthorized Claims. A Suzuion Distributor shall not make any claim about a Suzuion Product directly or indirectly, that:

3.4.1.1 is unlawful;

3.4.1.2 Purports that it is government approved;

3.4.1.3 is inconsistent with Official Suzuion Literature; or

3.4.1.4 Any diagnosis, evaluation, prognosis, description, treatment, therapy, cure, or management or remedy of illness, ailment or disease can be improved by consumption, use or application of the Product.

3.4.2 Official Suzuion Literature. When promoting Suzuion Products, a Distributor may only make those claims existing in Official Suzuion Literature for the intended country/market.

3.5 Personal Information

Personal information such as the Distributor ID number, a Distributor’s address, telephone number, etc. will be treated as confidential and will not be used except in connection with Suzuion’s business, unless required by law. In the event of an emergency, the inquiring party may contact the Suzuion Compliance Department, who will advise the Distributor that someone is attempting to contact him/her.

3.6 Authorization to Use Name and Likeness

By entering into the Agreement, each Distributor grants to Suzuion and its affiliates and agents the absolute, perpetual and worldwide right and license to use, to record, photograph, publish, reproduce, advertise, display, edit, and sell in any manner for all purposes, his/her name, photograph, likeness, voice, testimony, biographical information, image and other information related to Distributor’s business with Suzuion (collectively the “Likeness”) in marketing, promotional, advertising and training materials, whether in print, radio or television broadcasts (including cable and satellite transmissions) audio and videotapes on the Internet or in other media (“Publicity Materials”) for an unlimited number of times, without compensation, in perpetuity. Each Distributor waives any right to inspect or approve any Publicity Materials including or accompanying his/her Likeness. Each Distributor further releases Suzuion from any liability or obligation that may arise as a result of the use of his/her Likeness, including without limitation, claims for invasion of privacy, infringement of right of publicity and defamation (including libel and slander). A Distributor may withdraw his/her authorization of any use of his/her Likeness that has not already been publicized by providing written notice to Suzuion. Distributors agree that any information given by Distributor, including his/her testimonial is true and accurate.

3.7 Unfair Competition

3.7.1. Restrictions While a Distributor.

3.7.1.1 No Soliciting Suzuion Distributors and Customers. A Distributor is free to participate in other direct selling or network marketing business ventures or marketing opportunities, including affiliate programs (collectively “Network Marketing”). The Distributor shall not directly or indirectly solicit, recruit, or attempt to solicit or recruit other Suzuion Distributors or Customers to any other Network Marketing business. This includes general solicitations on the Distributor’s social networking site where “friends” include persons who are Distributors. It also includes mentioning the Distributor’s affiliation with another Network Marketing Business and sharing or socializing another person’s post that promotes another Network Marketing Business.

3.7.1.2 No Promoting the Suzuion Products and Opportunity with a Competitor’s Products andOpportunity. If the Distributor participates in another Network Marketing business, the Distributor agrees that he/she shall operate its Suzuion Distributorship entirely separate and apart from it. Accordingly, if participating in another Network Marketing business, the Distributor agrees that he/she:

 (i) Shall not display any non-Suzuion Products and Sales Aids with, or in the same location as, Suzuion Products or Sales Aids;

 (ii) Shall not offer any non-Suzuion program, opportunity, Product, or service in conjunction

with the Suzuion opportunity or Products to prospective or existing Customers or Distributors ;

(iii) shall not offer any non-Suzuion opportunity, Products, or services at any Suzuion-related meeting, seminar or convention, or within two hours and a five miles (8 kilometers) radius of the Suzuion event. If the Suzuion meeting is held telephonically or on the internet, any non-Suzuion meeting must be at least two hours before or after the Suzuion meeting, and on a different conference telephone number or internet web address from the Suzuion meeting.

3.7.1.3 Sale of Competing Goods or Services to Suzuion Customers and Distributors. Notwithstanding subsection 3.7.1.2, during the term of this Agreement, the Distributor shall not sell, or attempt to sell, any programs, Products, or services to Suzuion Customers or Distributors that compete with Company Products. Any program, Product, service, or Network Marketing opportunity in the same generic categories as the Suzuion Products is deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.

3.7.2 Restrictions after Termination. For a period of twelve (12) calendar months following termination of the Agreement or such greater period as may be legally enforceable, a Distributor may not recruit any other Distributor or Customer for another Network Marketing business. Distributor and Suzuion acknowledge that because network marketing is conducted through networks of independent contractors in many countries, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of the non-solicitation provisions herein would render it wholly ineffective. Therefore, each agrees that this non-solicitation provision shall apply to all markets where Suzuion ships Products or conducts business, whether through direct selling, e-commerce or otherwise. This subsection shall survive termination of the Agreement.

3.8 Vendor Confidentiality

Suzuion business relationships with its vendors, manufacturers and suppliers are confidential. A Distributor shall not contact, directly or indirectly, speak with, or communicate with any representative or any supplier, manufacturer, or vendor except at a Suzuion sponsored event which the representative is present at the request of Suzuion.

3.9 Line Switching, Cross Sponsoring, and Enticement

3.9.1 Prohibited Activity. Maintaining the integrity of the line of Sponsorship in a Distributorship organization is fundamental to network marketing. Accordingly, each Distributor agrees to refrain from engaging in Line Switching, Cross-Sponsoring, and Enticement.

3.9.1.1 “Line Switching” means applying for and becoming a Distributor (a) when already a Distributor,

(b) When holding a Beneficial Interest in another Distributorship; and/or (c) when the waiting period in section 2.10 has not passed.

3.9.1.2 “Cross Sponsoring” includes Sponsoring to a different line of Sponsorship (a) a current Distributor,

(b) a former Distributor who is subject to the waiting requirement in section 2.10, or (c) a former Distributor who has Sponsored or purchased Product while subject to the waiting period in section 2.10.

3.9.1.3 “Enticement” means soliciting, encouraging, offering benefits, or in any way aiding another Distributor to Line Switch and/or Cross-Recruit. Enticement occurs, among other ways, by offering, showing, or explaining Products or the opportunity of another direct selling company to any Suzuion Distributor, whether directly or through social media that the Distributor knows is frequented by or targeted to other Suzuion Distributors.

3.9.2. Fictitious Information. A Distributor shall not use a spouse’s or relative’s name, trade names, assumed or fictitious names, legal entities, false government issued identification numbers, or fictitious ID numbers to circumvent this policy.

3.9.3 Duty to Notify. Because Line Switching, Cross- Sponsoring, and Enticement can be so detrimental to us and to the Distributors involved, every Distributor has an affirmative obligation to notify the Company as soon as is reasonably possible if he/she knows of or has reasonable grounds to suspect another Distributor has breached these covenants.

3.9.4 Remedies for Breach. Should a Distributor breach these covenants, the Company may take any or all of the actions described in sections 8.2 and 8.3. The Company may also: (i) terminate the Distributorships in breach; (ii) terminate the Distributorships created as a result of Line Switching (the “Second in Time Distributorship”); (iii) impose a monetary fine on any of the Distributors involved; and (vi) leave the Distributorships enrolled by the Second-in-Time Distributorships in place and not change Sponsorship or Placement unless extenuating circumstances and fairness compel otherwise. However, the Company is under no obligation to do so and any move and the ultimate disposition of the organization remains within the sole discretion of the Company. The Distributors, subject to the remedies, waive all claims against the Company that arise from or relate to the disposition of such Distributorships.

3.9.5 Unethical Activity. Each Distributor agrees to be ethical and professional at all times when conducting its Suzuion business activity. Accordingly, the Distributor agrees that it will not, nor will it encourage or in any way condone others in his/her Downline to participate in unethical activity. Examples of unethical activities include, but are not limited to the following, some of which are further described in the Agreement:

3.9.5.1 Making unapproved claims about the Product;

3.9.5.2 Making unapproved income claims;

3.9.5.3 Making false statements or misrepresentation of any kind, including but not limited to: untruthful or misleading representations or sales offers relating to the quality, availability, grade, price, terms of payment, refund rights, guarantees, or performance of the Products;

3.9.5.4 Making disparaging comments about other Distributors or the Company;

3.9.5.5 Causing Product sales in Retail Establishments;

3.9.5.6 Using another Distributor’s credit card without express written permission;

3.9.5.7 Misusing of Company Confidential Information;

3.9.5.8 Line Switching, Cross-Sponsoring, or Enticement;

3.9.5.9 Failing to comply with the sales and promotional activity requirements;

3.9.5.10 engaging in unauthorized premarket activity;

3.9.5.11 violating the rules for conducting business in a Not for Resale market;

3.9.5.12 Personal conduct that discredits the Company and/or its Distributors;

3.9.5.13 violating applicable laws that pertain to the operation of a Distributorship;

3.9.5.14 Breaching the Code of Conduct;

3.9.5.15 Breaching the Agreement.

3.10 Conformance to the Suzuion Business Model

A Distributor shall not offer the Suzuion opportunity through, or in combination with any other compensation plan or Placement program, other than as specifically set forth in Official Suzuion Literature. Further, a Distributor shall not require or encourage other current or prospective Distributors to participate in Suzuion in any manner that varies from the program as set forth in Official Suzuion Literature. Regardless of a Distributor’s rank, a Distributor shall not require or encourage other current or prospective Distributors to execute any agreement, contract, or membership, other than those offered by Suzuion, in order to become a Suzuion Distributor. Similarly, a Distributor shall not require or encourage other current or prospective Distributors to make any purchase from, or payment to, any individual or other entity to participate in the Suzuion Rewards Plan other than those purchases or payments identified as recommended or required in the Official Suzuion Literature and only insofar as they are permissible under the applicable law(s).

3.11 Training Requirement

Distributors are required to assure the adequate training of the Distributors they Sponsor. “Adequate training” shall include, but is not limited to, education regarding the Policies and Procedures, Rewards Plan, Product information, sound business practices, sales strategies, and ethical business behavior. A Sponsor must maintain an ongoing, professional leadership association with Distributors in his/her organization and must fulfill the obligation of performing a bona fide supervisory, sales or distributive function on the sale or delivery of Product and services to the ultimate consumer.

3.12 Privacy

Distributors must comply with all applicable privacy and data security laws, including security breach notification laws. Distributors must take appropriate steps to safeguard and protect all private information, including, without limitation, credit card and social security numbers, provided by a retail Customer, prospective retail Customer or other Distributors. Distributors must hold such information in strict confidence. Distributors are responsible for the secure handling and storage of all documents that

may contain such private information. Distributors must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of confidential information and Customer data. Appropriate safeguards may include, but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; (iii) password-protecting computer files; or (iv) shredding paper files containing confidential information or Customer data. Distributors should retain documents containing such information for only as long as necessary to complete the transaction. Distributors should dispose of any paper or electronic record containing Customer data and other confidential information after use by taking all reasonable steps to destroy the information by: (a) shredding; (b) permanently erasing and deleting; or (c) otherwise modifying the Customer data and other confidential information in those records to make it unreadable, un-reconstruct-able, and indecipherable through any means.

3.13 Sales Forces of Other Companies

The Distributor agrees to refrain from systematically targeting members of another direct selling company to be a Distributor. If any demand, claim, governmental action, lawsuit, arbitration, or mediation is brought against a Distributor alleging that he/she engaged in such prohibited activity, the Distributor shall indemnify Suzuion against all claims, actions, suits, and demands arising from or related to the systematic targeting. Distributors may not encourage members of the sales force of another direct sales company to violate the terms of their contract with such company. Distributors bear the sole risk and sole liability for such activities, which activities are not endorsed or supported by Suzuion.

3.14 Reporting Policy Violations

Distributors observing a policy violation by another Distributor should submit a written report of the violation to the Compliance Department of Suzuion, either through fax, postal delivery or email. Such documents must bear the Distributor’s signature and UserID. Anonymous complaints will not be accepted under any condition. No telephone calls will be accepted with such matters, as documentation must be presented in writing from both the complaining party(ies) and ultimately from the individual(s) cited for the policy violation. Details of the incident such as dates, number of occurrences, persons involved, witnesses and any other supporting documentation should be included in the report.

SECTION 4 – CHANGES IN THE OWNERSHIP OF A DISTRIBUTORSHIP

4.1 Succession Upon Death or Incapacity

4.1.1 Policy and Procedure. Upon the death of a Distributor, the Agreement and a Distributor’s rights therein shall pass to his/her lawful heir(s) as provided by law so long as the heir otherwise qualifies to be a Distributor. However, Suzuion will not recognize such transfer until the heir has submitted a completed business transfer form to Suzuion reflecting the new ownership, together with a certified copy of the death certificate and a lawful will or trust or court order designating the lawful heir. Upon satisfaction to the Company that a transfer is appropriate, the Distributorship shall be transferred to the heir. The successor shall thereafter be entitled to all the rights and subject to all the obligations as any other Distributor.

4.1.2 Beneficial Interest. The transfer of a Distributorship in this subsection is subject to the Beneficial Interest policies in section 2.2, except that an heir who is the transferee and already a Distributor may elect which Distributorship to operate. The election must be made within 30 days of notifying Compliance. Upon notification, Compliance will terminate the Distributorship not elected.

4.1.3 Companies. Where a Distributor is a company, and that company’s sole owner dies, and unless adjudicated otherwise by a court, the transfer of the company’s Distributorship to the heir(s) lawfully entitled to the interest in the company shall be pursuant to section 4.1.1.

4.1.4 Incapacitation. If a Distributor is incapacitated and cannot operate his/her Distributorship, the Company will recognize the Distributor’s authorized agent to operate the Distributorship during the incapacity. To do so, the authorized agent must provide satisfactory proof of the Distributor’s incapacity and satisfactory proof of his authority to act for the incapacitated Distributor (e.g., a durable or springing power of attorney) that is authentic and which the Company can verify as lawful.

4.2 Divorce or Dissolution

4.2.1 Requirements. During the pendency of divorce or entity dissolution, both parties must adopt one of the following methods of operation:

4.2.1.1 One of the parties may, with written consent of the other(s) and with Suzuion, operate the Suzuion Distributorship, agreeing to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee; or

4.2.1.2 The parties may continue to operate the Suzuion Distributorship jointly on a business-as-usual basis, whereby all compensation paid by Suzuion will be paid in the same manner it was paid prior to the pending divorce or dissolution.

4.2.2 Commission Payments. Suzuion will not split Commissions between divorcing spouses or members of dissolving entities, but will pay earnings in the usual manner. In the event that parties of a divorce or a dissolution proceeding are unable to resolve a dispute over the disposition of Commissions and ownership of the Distributorship, the Distributor Agreement and payments shall not change until ordered by a court of competent jurisdiction. Recognition and awards will be conducted by the Company according to the past practice for the Distributor, unless extra-ordinary circumstances require a different approach, which shall be determined in the sole discretion of the Company.

4.2.3 6-Month Waiting Rule. If a former spouse has completely relinquished all rights in the Distributorship in a divorce and pursuant to the divorce decree, he/she must wait the six (6) calendar months (see section 4.6.1.3) before applying. The Company may waive all or some of the waiting period, at its sole discretion. In the case of a legal entity dissolution, those holding a Beneficial Interest in the legal entity must wait six (6) calendar months from the date of the final dissolution before re-enrolling as a Distributor. In either case, however, the former spouse or business affiliate shall have no rights to any Distributors in his/her former organization or to any former Customer and must develop the new business in the same manner as would any other new Distributor.

4.3 Transfers Involving a Spouse or a Closely Held Company

4.3.1 Individuals. A Distributor who is an individual may transfer his/her interest (and the spouse’s interest, if applicable) to a legal entity that is one hundred percent (100%) held by one or both spouses. (Example: Mr. A is the sole name on a Distributorship. He may transfer his rights to XYZ, LLC if he (and his wife) is the sole shareholder, officer, or director of XYZ, Inc.)

4.3.2 Company. A Distributor that is a legal entity and one hundred percent (100%) owned by an individual and/or his spouse may transfer its interest to the individual and/or the spouse. Example: XYZ, Inc. is one hundred percent (100%) owned by Mr. A. The Distributorship is in the name of XYZ, Inc. XYZ, Inc. may transfer its interest to Mr. A (and to Mrs. A, on the same account).

4.3.3 Transfer Requirements. To accomplish a transfer, the Distributor must submit an amended Distributor Application and,

4.3.3.1 if adding a spouse, a copy of their marriage certificate;

4.3.3.2 if removing a spouse, a notarized copy of the signatures of both spouses authorizing the removal;

4.3.3.3 if transferring to a legal entity, a certificate of good standing from the state of organization and a copy of its charter documents showing all the interest holders and management; or

4.3.3.4 if transferring from a legal entity to the individual and/or individual and spouse, an authorizing statement signed by an officer or director of the legal entity and signed by the individual (and spouse, if applicable).

4.4 Changes in Form of a Legal Entity

A Distributor that is a legal entity and desires to change to another type of legal entity may do so as long as the Beneficial Interests in the legal entity do not change. All Beneficial Interest holders of the former legal entity must confirm with a notarized or other form of authenticated signature that they agree to the change. Also, an amended Distributor Agreement must be submitted by the new legal entity with a notarized resolution of the new legal entity that it assumes the Agreement and all existing liabilities it may have with us. A processing fee will be charged (see Appendix A). Members of the former entity are jointly and severally liable for any indebtedness or other obligation to Suzuion.

4.5 Limitations

Changes within the scope of subsections 4.1, 4.2, 4.3, and 4.6 shall not include a change of Sponsorship and are subject to a fee (see Appendix A.15). If the change involves a change in the Beneficial Interest of a Distributorship, the change is subject to the right of first refusal rules in subsection 4.7.

4.6 Transfer or Sale of a Distributorship

4.6.1 Policies. Suzuion discourages the sale of Distributorships, the transfer of partial interests in Distributorships, and the practice of partnering as a subterfuge for transferring interest. If a Distributor wishes to sell, transfer, or assign (hereinafter in this section “transfer”) his/her whole or partial interest in a Suzuion Distributorship, then,

4.6.1.1 the transfer is subject to the Right of First Refusal rules in section 4.7; and

4.6.1.2 no changes in line of Sponsorship can result from the transfer; and

4.6.1.3 the selling Distributor may not reapply to become a Distributor under another Sponsor until the waiting period described in section 2.10.1 has passed; and

4.6.1.4 if approved, the buying Distributor must submit a new Distributor Application and Agreement along with a completed Business Transfer Form according to the instructions on the form.

4.6.2 Companies. Changes in the Beneficial Interest holders of a legal entity, whether by addition or replacement (but not removal or resignation) of a shareholder, director, officer, manager or member, are deemed to be a transfer of interest and are therefore subject to the right of first refusal procedures in section 4.7.

4.6.3 Reserved Rights. Notwithstanding anything herein to the contrary, any transfer of a Sponsor or downline Distributor(s) from his or her current position will only be made if Suzuion deems it to be in the best interests of its business, as determined by Suzuion in its sole discretion.

4.7 Right of First Refusal (RFR)

All offers for the sale or transfer of ownership of a Distributorship are subject to the rights of first refusal as described herein, except that it shall not apply to transfers made pursuant to sections 4.1, 4.2, and 4.3.

4.7.1 Procedures. If a Distributor receives a Good Faith Offer (as hereinafter defined) to purchase his/her interest in a Distributorship, the Distributor shall first offer to sell such interest to Suzuion on the same terms and conditions contained in the Good Faith Offer. The Distributor shall deliver the Good Faith Offer in writing to Suzuion, and Suzuion shall have fifteen (15) business days in which to accept the transfer. A “Good Faith Offer” is an arm’s length written offer to purchase the Distributorship rights and obligations by a Person that is not a Distributor, which Suzuion, in its sole discretion, determines to be a legitimate offer. Evidence of a legitimate offer may include, but is not limited to, cash or securities deposited into an escrow account, evidence of a loan commitment, and other substantial steps taken for the sole purpose of purchasing such Distributorship rights and obligations.

4.7.2 This section shall apply to each new Good Faith Offer received by the Distributor.

4.7.3 Compliance Department Approval. The seller and buyer must submit the following to the Compliance Department for review and approval i) a fully signed purchase and sale agreement between the buyer and seller; ii) a completed and signed Distributor Application and Agreement from the Buyer; and iii) a completed Sales/Transfer form. Suzuion may request additional documentation that may be necessary to analyze the transaction between the buyer and seller. The Compliance Department will, in its sole and absolute discretion, approve or deny the sale, transfer or assignment within three (3) business days after its receipt of all necessary documents from the parties.

4.7.4 Voidable Sales; Assumption of Obligations; Waiting Period. If the seller transfers or attempts to transfer his or her Distributorship upon terms different than those set forth in the offer to Suzuion, such transactions shall be voidable at Suzuion’s option. Further, if the parties fail to obtain Suzuion‘s approval for the transaction, Suzuion may refuse to recognize the transaction.

SECTION 5 – PROMOTING THE SUZUION PRODUCTS AND OPPORTUNITY

5.1. Product Sales

5.1.1 Sales Presentations. At sales presentations, Distributors shall truthfully identify themselves, the Suzuion Products, and the purpose of their business to prospective Customers. Distributors may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of Products offered shall be accurate and complete in all aspects, including, but not limited to, price, terms of payment, refund rights, guarantees, and after-sales services and delivery.

5.1.1.1 Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness. Distributors must immediately discontinue a demonstration or sales presentation upon the request of the consumer.

5.1.1.2 Distributors shall not abuse the trust of individual consumers, shall respect the lack of commercial experience of consumers and shall not exploit a Customer’s age, illness, lack of understanding or lack of language expertise.

5.1.1.3 Distributors shall not directly or by implication disparage any other company or Product. Distributors shall refrain from using comparisons that are likely to mislead and that are incompatible to the principles of fair competition. Points of comparison shall not be unfairly selected and shall be based on facts which can be substantiated.

5.1.1.4 When renting a facility for a meeting, any fee charged to attending Distributors and their guests shall be limited to what is reasonably necessary to cover the direct costs of the meeting. Such meetings are not intended to provide a profit to Distributors.

5.1.2 Suggest Retail Price. Suzuion provides a suggested retail price as a guideline for a Distributor’s retail sales. A Distributor is not permitted to advertise any price below the wholesale price; however, a Distributor may sell Suzuion Products at any price upon which they agree.

5.1.3 Sales Receipt. Upon making a face-to-face sale, the Distributor will provide its Retail Customer a completed sales receipt pursuant to Appendix B. Distributors shall also retain copies of their sales receipts from such sales for not less than three (3) years.

5.1.3.1 Suzuion may at its discretion conduct random and targeted audits of Distributors to determine their compliance with this subsection. Suzuion may also contact the Retail Customers to verify the sales.

5.1.3.2 Distributors who fail such audits shall be subject to remedial actions, to include those described in sections 8.2 and 8.3.

5.2. Claims

This section describes Product and opportunity claims that a Distributor may make, and the limitations. It also explains the types and methods of advertising the Distributor may use in building a Suzuion business.

5.2.1 Product Claims. A Distributor may make claims about the Products that are in the Official Suzuion Literature of the country for which it is approved. A Distributor shall not make claims about the Product that are not in the Official Suzuion Literature.

5.2.2 The Opportunity, Lifestyle and Income Claims. Distributors must truthfully and fairly describe the Financial Rewards Plan.

5.2.2.1 No past, potential or actual income claims may be made to prospective or current Distributors, nor may Distributors use their own incomes as indications of the success assured to others.

5.2.2.2 Distributors may not display Commission checks or make specific income claims or representations when recruiting or otherwise representing the opportunity.

5.2.2.3 Images of cash awards (bonus checks) shall not be posted online or otherwise used to promote the opportunity.

5.2.3 Permitted Claims. Lifestyle and income claims arising from the Rewards Plan shall be in strict accordance with the permitted claims in Addendum C.

5.3. Advertising Materials

Because many aspects of the Suzuion opportunity and the Products are regulated, compliance with advertising laws is important. The Company makes every effort to comply with advertising law and expects the same from each Distributor.

5.3.1 Use of Approved Materials. Only Official Suzuion Literature may be used in presenting Suzuion Products and/or the Suzuion Rewards Plan and opportunity. Suzuion literature may not be duplicated or reprinted without prior written permission from the Suzuion Compliance Department. For approval mail, fax or email a copy of the proposed advertising material to the Suzuion Compliance Department. Once approval is obtained, no text may be amended or changed. If any change is made whatsoever, the new material must be submitted for approval. Distributors should allow forty-eight (48) hours from receipt for processing.

5.3.2 Electronic Advertising. Only Suzuion approved materials may be used in the Placement of any advertising in any print, radio, television, internet, electronic or other media. Banners, trade show materials, and other related promotional material must be approved in advance and in writing by Suzuion. Items on the corporate website and the replicating website may be downloaded for promotional purposes. However, a Distributor may give away free product for promotional purposes.

5.4. Trademarks and Copyrights

5.4.1 Ownership. The Suzuion name and the name of all Company Products, services and programs are the trademarks of, and are owned by, the Company. The Company commits significant resources to the application, maintenance, and preservation of its trademarks and copyrights.

5.4.2 Authorized Use. Distributors may use the trademarks only when authorized in writing. A Distributor may not use Company employee names or trademarks, names, logos, e-mail addresses, trade dress or trade names, or any distinctive phrases used by the Company to promote the Distributor’s Suzuion business without the Company’s written permission. If such permission is granted, then as the Company changes or abandons any of the trademarks or trade names, the Distributor agrees to also change or abandon such trademarks or trade names. To protect the Company’s rights, a Distributor may not obtain, through filing for a patent, trademark, Internet domain name, or copyright, any right, title, or interest in or to Suzuion’s names, trademarks, logos, or trade names and those of Suzuion’s Products.

5.4.3 Unauthorized Registrations. Distributors may not use or attempt to register with a government or private agency (including any Internet domain registration service) any Company trade names, trademarks, service marks, copyrights, Product names, or the Suzuion name or any derivative thereof.

5.4.4 Rights of Usage. Distributor acknowledges that any license received from the Company to use Suzuion’s trademarks and copyrighted materials is non-exclusive. Distributor expressly recognizes that any and all goodwill associated with the trademarks and copyrighted materials (including goodwill arising from Distributor’s use) inures directly and exclusively to the benefit of Suzuion and is the property of Suzuion and that, on expiration or termination of the Agreement, no monetary amount shall be attributable to any goodwill associated with Distributor’s use of the trademarks or copyrighted materials.

5.4.5 Damages. Distributors are liable to Suzuion for any damages arising out of their misuse of Suzuion’s trade names, trademarks, service marks, copyrights and other intellectual property rights, in any form, except as specifically authorized by these Policies and Procedures or as otherwise approved in writing by Suzuion.

5.4.6 Copyrights. All of the Company’s literature, audiotapes, videotapes, Internet web site material, and programs are copyrighted by the Company and may be duplicated only by obtaining the Company’s prior written consent.

5.5. Others Uses and Means of Advertising

5.5.1 Identifying Independent Contractor Status. Any use of a Suzuion tradename or trademark in an advertisement must clearly indicate that the Distributor is an independent Distributor of the Company.

5.5.2 “Toll Free” Telephone Number Listings. Suzuion Distributors are not permitted to list their “toll free” telephone numbers under the Suzuion trade name.

5.5.3 Imprinted Checks. Suzuion Distributors are not permitted to use the Suzuion trade name or any of its trademarks on their business or personal checking accounts.

5.5.4 Imprinted Business Cards or Letterheads. Suzuion independent Distributors are not permitted to create their own business cards or letterhead with the use of the Suzuion name or trademark without written approval from Suzuion.

5.6. Internet and Website Advertising

5.6.1 Suzuion Replicating Websites. Except as described in this subsection, only Suzuion’s replicating website program may be used for advertising and selling the Suzuion Products or opportunity on websites. The replicated websites should link seamlessly and directly to the official Suzuion website, giving the Distributor a professional and Suzuion-approved presence on the Internet.

5.6.2 No Unauthorized Websites. No Distributor may authorize, own, or use a website (except as described herein), or use the names, logos, or Product descriptions of Suzuion therein to promote (directly or indirectly) the Suzuion Products, opportunity or services on a website. Online third-party retail sales platforms (e.g., Amazon, Alibaba.com, Allegro, etc.) and auction sites (eBay) are not authorized channels of distribution and shall not be used to sell Suzuion Products.

5.6.3 Training Website. A Distributor must achieve the rank of Emerald Executive in order to apply for permission to operate a training website, which includes a website providing a lead generation service. Such websites shall make no association to Suzuion and shall not use Suzuion’s brand or trademarks. Such sites are only to be used for providing training and related information to the Distributor’s organization. A Distributor must enter into a website agreement before launching a training website. See the Training Website License and Procedure Form in the JOffice.

5.6.4 Retail Websites. A Distributor must enter into a website agreement; receive approval from the Company’s Compliance Department. See the Retail Website License and Procedure Form in the Office. Receipt of approval must occur before launching the website or making revisions.

5.6.5 Social Media. Distributors may use social networking sites, blogs, and other social media and applications and other sites that have content that is based on user participation and user generated content, forums, message boards, blogs, wikis and podcasts (e.g., Facebook, Twitter, Flickr etc.) (collectively, “Social Media”) to (1) communicate preliminary information about Suzuion or the Distributor’s involvement with the Company, (2) direct users to a Company website or an approved Distributor website; and (3) post Official Company Materials authorized for posting. In the event that Suzuion deems any content posted pursuant to this subsection inappropriate for whatever reason, the Distributor shall remove the content within 24 hours or less.

5.6.6 Additional Requirements. If the Company grants prior written approval to a Distributor to use a website or other forms of advertising via the Internet for promoting the Products or Opportunity in any way, a Distributors must abide by the guidelines in the written approval, as well as the following:

5.6.6.1 Distributors shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell Products or services or Sponsor Distributors;

5.6.6.2 Distributors, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used and shall otherwise comply with all privacy and personal data protection laws and regulations;

5.6.6.3 Distributors shall never use or share personal information collected on-line, unless the use is in accordance with the Agreement. Distributor shall provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his/her personal information not be shared, Distributors shall refrain from sharing such information;

5.6.6.4 Distributors shall provide individual consumers the option to terminate any further communication between the Distributor and the consumer and if any consumer requests that a Distributor cease communication, the Distributor shall immediately stop communicating upon such request;

5.6.6.5 Distributors must abide by all laws and regulations regarding electronic communications;

5.6.6.6 Distributors may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed;

5.6.6.7 Distributors may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or which could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and

5.6.6.8 Distributors may not, directly or indirectly, send bulk, unsolicited e-mails to persons with whom they have no prior or existing personal or business relationship.

5.6.7. Internet Domains. A Distributor shall not use the trademarks of Suzuion or any derivative or abbreviation thereof as a domain name or email address, or to advertise, sell, or promote Suzuion and its Products and services

5.6.8. Email and Newsgroup Advertising. Distributor emailing, or employing the services to email, unsolicited and unapproved email flyers are fully responsible for all information regarding the Product and marketing program which is not expressly contained in advertising and promotional materials supplied directly by Suzuion. “Spamming”, as well as telephoning or faxing, without compliance with various laws is strictly prohibited. Distributors shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Distributors shall not publish, post, upload, distribute, or communicate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Distributors shall not advertise or offer to sell any goods or services for any commercial purpose or conduct or forward surveys, contests, or chain letters. Users of the Suzuion website will not participate in any activity that will restrict or inhibit any other user from using and enjoying the website. Per section 5.4, Suzuion trademarks shall not be used by Distributors in email addresses.

5.6.9 Recordings. Distributors shall not produce or reproduce Suzuion produced audio or video materials detailing the Suzuion opportunity or Products. Distributors shall not audiotape in any manner any Suzuion meeting, event, or conference nor shall they post such recordings online in any social media forum.

5.6.10 Telephone Answering. Distributors may not answer the telephone or create recordings saying “Suzuion” or anything similar that could lead the caller to believe that he/she has reached the Corporate Office of Suzuion.

5.6.11 Voicemail Systems. Suzuion maintains a voicemail system for use by Distributors. This system is a tool intended to promote communication with downline organizations. Under no circumstance shall a Distributor use the Suzuion voicemail system to promote the sale of other services and Products or any non-Suzuion program or opportunity.

5.7. Permitted Channels of Sale; Retail Establishments; Service Establishments

5.7.1 Service Establishments. A Distributor may, upon approval by the Suzuion Compliance Department, offer Products through channels of trade set forth in the Agreement, including service establishments such as gyms, hair salons, professional offices, and similar service establishments, so long as they are not a large chain, defined as three or more facilities in the chain. There shall be no advertising signage on the exterior of the establishment. Interior signage must include that the Products are being offered by an independent Distributor of Suzuion. The refund policy in Appendix B shall apply to all sales and each sale shall be concluded with a Sales Receipt, which is found in the office. The Products may not be repackaged and servings from open containers may not be made in such establishments (e.g., shakes, facials, etc.), however, free samples may be offered.

5.7.2 Prohibited channels. Prohibited channels of trade include retail establishments. A retail establishment is any fixed location where the primary business is to sell products to the public.

5.8. Endorsements

No endorsements by any third parties may be alleged, except as expressly communicated in Suzuion literature and communications. However, a Distributor may use before and after images of himself or of family members or of third parties if the family members and third parties provide consent. Conditions for the “after” image must be as close to the “before” image as possible. In other words, the lighting, angle, facial expression, makeup, clothing, etc., should be as identical as possible. Also, the Distributor must include the date of each image, or the number of days between the images. The images may not be altered or filtered. The Distributor must include a statement with the before and after images that he/she is an independent Distributor of Suzuion.

5.9. Trade Shows/Auction Sites

With prior written authorization from Suzuion, Distributors may display Suzuion Products and the opportunity at expos, trade shows and health and wellness events. However, sales events not consistent with the branding of the Products, such as a flea markets, street markets and rummage sales, are prohibited. Requests for participation in trade shows must be received in writing by Suzuion at least two

(2) weeks prior to the event. Suzuion Products and the Suzuion business are the only Products and opportunity that may be offered, directly or indirectly, at the trade show booth or table. Only Suzuion approved marketing materials may be displayed or distributed. Suzuion does not limit or monitor the number of Distributors presenting at a trade show, however, it is the Distributor’s responsibility to determine if another Distributor has approval to display at the trade show. Failure to receive prior written authorization may result in a restriction of up to six (6) months from displaying pursuant to this section.

5.10. Re-Packaging Prohibited

The repackaging of Suzuion Products for resale or for any reason whatsoever is prohibited.

5.11. Media Interviews

Distributors are prohibited from granting radio, television, newspaper, tabloid, Internet, or magazine interviews, or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize Suzuion, its Products or their Suzuion businesses, without the express prior written approval of Suzuion. All media inquiries should be referred to Suzuion’s corporate office through press@suzuindia.com.

SECTION 6 –COMMISSIONS, BONUSES AND OTHER REWARDS

6.1 Eligibility and Payment

6.1.1 Earnings. A Distributor is eligible to be paid Commissions and granted rewards pursuant to the currently published Financial Rewards Plan and if he/she is not in breach of the Agreement and has otherwise complied with the requirements. Commissions and bonuses are paid ONLY on the sales of Suzuion Products. No bonuses are paid on the purchases of any sales material, sales aids or the recruitment of Distributors.

6.1.2 No Earning Guarantee. Each Distributor is neither guaranteed a specific income nor assured any level of profit or success. His/her profit and success can come only through the successful retail sales, use, and consumption of Products and the activities of other Distributors in their downline.

6.1.3 Payment. Suzuion pays Commissions within thirty (30) days following the close of a Commission period. Bonuses from promotions will be paid within the period stated in the promotion’s terms. For company accounts, we will pay to the company listed on the account; otherwise Suzuion will pay to the primary account holder. Without prejudice to the Company’s right of termination, Suzuion may suspend or revoke payment if a Distributor is in breach of any term or condition of the Agreement. Suzuion may also debit the Distributor’s account or withhold payable Commissions if money is owed.

6.1.4 Adjustments to Commissions. When a Product is returned to Suzuion for a refund, the Commissions and Bonuses attributable to the returned Product(s) will be deducted from the Commission Month in which the refund is given, and continuing every pay period thereafter until the Commission and/or Bonus is recovered from the Distributors who received Commissions or Bonuses on the sales of the refunded Products.

6.1.5 Errors or Questions. If a Distributor has questions about or believes any errors have been made regarding Commission and Bonus calculations, charges, or offsets, the Distributor must notify the Company in writing within sixty (60) days of the date of the purported error or incident in question. Suzuion will not be responsible for any errors, omissions, or problems not reported within sixty (60) days.

6.1.6 Minimum Check Amount. See Appendix A.14 for the minimum amount Rs.500 a Commissions check must be in order to be issued.

6.1.7 Processing Fees. A fee shall be assessed for each check issued by Suzuion to a Distributor (see Appendix A.15). Also, Suzuion may charge a processing fee for special services requested by the Distributor (e.g., special reports - Suzuion may charge an hourly fee with a one hour minimum or a flat fee).

6.1.8 Unclaimed Commission Checks. Should a Distributor fail to cash a Suzuion check or otherwise claim property paid to him/her pursuant to the Agreement, Suzuion will charge a fee for reissuing a check and a fee for each notice that is sent to the Distributor advising that the check had not been cashed or that the property has not been claimed. The fee amounts are in Appendix A.15.

6.1.9 Dormancy Fees. A monthly dormancy fee (see Appendix A.15) will be charged for the following:

6.1.9.1 All outstanding Commissions checks that have not been negotiated within six (6) months of issuance;

6.1.9.2 Commissions in a Distributor's wallet when there has been no activity in the wallet for a period of six (6) months;

6.1.9.3 Pending Commission payments that are delayed for a period of six (6) months due to the action or inaction of a Distributor.

6.1.9.4 The fee will be charged monthly on each outstanding weekly Commission payment. The dormancy fee cannot reduce the Commission below Rs /- 500.

6.2 Commission/Bonus Buying Prohibited

Buying Product in one’s downline in order to earn greater Commissions, bonuses, and other rewards or to advance in rank is strictly and absolutely prohibited. Bonus buying includes:

6.2.1 The enrollment of individuals or companies without the knowledge of and/or execution of a Distributor Application by such individuals or companies;

6.2.2 The fraudulent enrollment of an individual or company as a Distributor or Customer;

6.2.3 The enrollment or attempted enrollment of non-existent individuals or companies as Distributors or Customers (“phantoms”);

6.2.4 Purchasing Products on the account of another Distributor or Customer,

6.2.5 Purchasing excessive amounts of goods or services that cannot reasonably be used or resold in a month; and/or

6.2.6 Any other mechanism or artifice to qualify for rank advancement, incentives, prizes, or bonuses that is not driven by bona fide Product purchases by end users.

SECTION 7 –PRODUCT ORDERING & SHIPPING

7.1. Ordering

7.1.1 Purchase at Discount. Distributors are entitled to purchase Products from Suzuion at a price discounted from the retail price. All Suzuion Products and literature prices are subject to change without prior notice.

7.1.2 Direct Purchases. A Suzuion Distributor should purchase Product directly from Suzuion. In the event that a Distributor obtains Product from his/her Sponsor or upline Distributor’s personal inventory, the Commissions associated with the purchase will be attributed to the Sponsor or upline Distributor who purchased the Product.

7.1.3 Purchase Limits. The Suzuion opportunity is built on selling Products to end consumers. A Distributor’s primary opportunity is to develop and maintain Customers. The Company also allows the purchase of Product to use for building their business and for personal consumption. A Distributor agrees to not purchase more Product than what he can resell to his Customers or otherwise personally use as permitted herein within a reasonable period of time.

7.1.4 Back Orders. Should any Suzuion Product or sales material be unavailable for any period of time, Suzuion Distributors will be given the option of placing the order(s) and waiting for availability or cancelling the order with full reimbursement without penalties until those items are ready for shipping.

7.1.5 No Stockpiling. The success of Suzuion depends upon retail sales to the ultimate consumer; therefore, all forms of stockpiling are discouraged. Suzuion recognizes that Distributors may wish to purchase certain Products in reasonable quantities for their own use, for inventory purposes and for the purpose of provisioning new Distributors as they are Sponsored.

7.2. Credit Card Purchases

7.2.1 Limitations. Credit card purchases may only be made by the individual whose name and address is on the credit card. Any Distributor who uses another individual’s credit card to pay for purchases should submit a credit card authorization form to Suzuion with the order prior to placing the order. Suzuion considers unauthorized credit card use as fraudulent and may report such actions to the proper authorities for settlement.

7.2.2 Chargebacks. Under no circumstance will any Distributor charge back any credit card purchase. Any Distributor who does so will be deemed to have voluntary resigned his or her Distributorship and the Agreement will terminate. If an erroneous charge is applied to the Distributor’s credit card, the Distributor should immediately contact Suzuion to initiate an investigation and potential refund.

7.2.3 Insufficient Funds. Should a check for payment of a Product order not clear, Suzuion will resubmit it one (1) time. A processing fee will be charged to the Distributor’s account (see Appendix A.15). All subsequent orders must be paid by credit card, money order or cashier’s check.

7.3. Autoship

7.3.1 Monthly Charges. A Distributor may choose to have Product shipped monthly on an automatically processed order (Autoship). The credit card or bank draft listed on the Distributorship will automatically be charged for each monthly Autoship order.

7.3.1.1 Orders in which payment method is declined may not be processed. Attempts may be made by Suzuion to reprocess the order should the payment method decline; however, Suzuion makes no assurances that these attempts will be made.

7.3.1.2 If the credit card is due to expire, Distributor acknowledges that his/her issuing bank may update the card’s expiration date automatically, which will allow Suzuion to process the order payment; however, Distributor agrees to be responsible for providing current payment.

7.3.1.3 All orders may be subject to a sales or transaction tax, which will be added to the order total. Shipping & handling charges will also be added.

7.3.2 Responsibility. If an order cannot be processed due to payment difficulties, Suzuion will not be held responsible for volume shortfalls pursuant to the Financial Rewards Plan. Distributor agrees that Suzuion reserves the right to change his/her Autoship orders to subsequent payment methods added by Distributor if the first payment method declines. The charge sequence will be in the order that Distributor lists as payment methods in the back office.

7.3.3 Cancellation. To cancel its Autoship profile, Distributor must complete and submit the Cancellation of Autoship form found in the Office or call Customer Service. Changes to the Distributor’s Autoship profile, must be received by Suzuion seventy-two (72) hours in advance of the next shipment.

7.3.4 ACH. If a Distributor elects ACH for his/her Autoship orders, the Distributor agrees that Suzuion is authorized and may debit the Distributor’s account for orders shipped on or after the date of payment, and Distributor agrees to maintain sufficient funds in his/her account to cover the automatic payments. If the ACH payment fails, Distributor shall contact Customer Support, as Suzuion will not be held responsible for personal volume shortfalls. Distributor shall indemnify and hold Suzuion harmless from any and all liability which may arise out of Suzuion’s initiating an authorized debit to his/her account, except the liability to ship the Product as ordered. ACH payment processing by the bank may take up to five (5) business days. Distributor therefore acknowledges that Suzuion will process the order in the week it receives the funds, and not when the ACH is initiated.

7.4. Shipping

7.4.1 Distributor Responsibilities. It is the ordering Distributor’s sole responsibility to indicate (a) the method and means of shipping; and (b) destination address. The methods available are stated on each order form and on the Suzuion website along with prepaid costs for shipping.

7.4.1.1 Suzuion will only accept full street, city, state addresses for shipping purposes.

7.4.1.2 Orders will be shipped via its contracted carriers so that they may be tracked and, if necessary, replaced in a timely manner.

7.4.2 Costs. Shipping costs will be automatically calculated. An additional fee will be charged on all orders of Rs. 10,000=00 or more for “Signature Confirmation”– a service that provides an extra level of security by confirming the delivery of an order, including the date, time and location.

7.4.3 Risk of Loss and Passage of Title. Risk of loss and passage of title with respect to Products purchased and sold hereunder shall pass to Distributor at the time that the Products are made available for pick-up at Suzuion’s warehouse or when delivered to Distributor pursuant to the terms of the order.

7.4.4 Damaged Shipments. If Product appears damaged delivery, a Distributor should accept delivery and before the driver leaves, document on the delivery receipt the number of boxes which appear to be damaged and if possible, take pictures to use as evidence, save the damaged Product and box(es) for inspection by the shipping agent, make an appointment with the shipping company to have the damaged goods inspected, and if necessary, file a claim with the shipping company and notify the Customer Service Department of Suzuion.

7.4.5 Short Shipments. Suzuion takes pride in fulfilling orders in an accurate and timely manner. However, in those rare instances where errors may occur, a correction will be handled quickly to avoid further delay to the recipient. Distributors must report any damages within five (5) business days following receipt of shipment. Once notified and verified, Suzuion will ship missing items to the address on the original order.

7.4.6 Undeliverable Orders.

7.4.6.1 Should the receiving party of an order shipped from Suzuion refuse delivery and the shipment is returned to Suzuion, the ordering Distributor’s status will be made “suspended” pending resolution of the delivery refusal. Return delivery charges will be deducted from the Distributor’s account.

7.4.6.2 In the event that a package is returned due to a Distributor’s error, or if the package was not picked up in a timely manner and returned, Suzuion will charge the Distributor the shipping fee.

7.4.7 No “Holding” Shipments. Suzuion will not “hold” orders or delay shipment of Products that have been processed. Once payment has been received, all orders must be released for shipping.

7.4.8 No Consignments. In order to protect the Suzuion business and the integrity of Suzuion, Suzuion Products may not be delivered to a Suzuion Distributor or another party on consignment. Only authorized Suzuion Distributors may sell Suzuion Products.

7.4.9 Product Abandonment. An order transaction is considered complete only when the order has been paid for and delivery method has been satisfied. If these conditions are not met within ninety (90) days from the date of order, the Company reserves the right to determine the final outcome of the order and the Distributor releases the Company from any further obligation or liability for the outcome.

7.4.10 NFR Orders.

7.4.10.1 Suzuion shipping charges for international Not For Resale (NFR) orders cover delivery to the purchaser’s door, but do not include other charges which may be incurred at the destination country such as (but not only) handling, documentation, quarantine fees, duties, taxes, storage costs etc. These charges must be paid by the ordering Distributor as required.

7.4.10.2 Shipments coming from overseas are duty-free, meaning that Suzuion does not collect the taxes and duties. Depending on country where this is being ordered from, these may be collected at the ordering Distributor’s locale by their local government authorities upon arrival in their market. Such fees are determined locally and Suzuion has no influence over them, or financial interest in them. Unless a country has a specific agreement and/or tax-free threshold amount, taxes on duty-free items will usually need to be paid before release of products, and may usually be paid in the local currency.

7.5. Returning Orders

7.5.1 Return Policies. See Appendix B for the policies for returning Products and Sales Aids.

7.5.2 Commission Adjustments. Suzuion will reclaim or claw back Commissions paid for Products returned for a refund. The upline Distributors will accordingly be subject to adjustment of their Commissions, rewards, and Rank upon recalculating volume deducted due to the Product returns.

SECTION 8–DISPUTES;VIOLATIONS; BREACH OF CONTRACT; TERMINATION; APPEAL

8.1. Disputes between Distributors

When a Distributor has a grievance or complaint with another Distributor regarding any practice or conduct in relationship to his/her Distributorship, the Distributor should try to resolve it with the other Distributor. If the matter involves interpretation or violation of the Agreement by the other Distributor, the complaining or aggrieved Distributor must report it in writing to the Suzuion Compliance Department, via email or certified mail. Details of the incident such as dates, number of occurrences, persons involved, witnesses and any other supporting documentation should be included in the report. Such communications must bear the Distributor’s signature and User ID. Anonymous complaints will be accepted, but Suzuion may not take corrective action without credible evidence. No telephone calls will be accepted with such matters, as documentation must be presented in writing from both the complaining party(ies) and ultimately from the individual(s) cited for the policy violation. Suzuion may inform a Distributor’s upline leaders of any actions or potential actions taken pursuant to this section 8.

8.2. Violations of the Agreement

8.2.1 Education. When a Distributor violates any of the policies in the Agreement, Suzuion may take the opportunity, when appropriate, to notify the Distributor in order to inform and educate him/her of the Suzuion policies. When such education efforts are ignored and violations are repeated, Suzuion may escalate its action against the Distributorship. However, this section in no way limits Suzuion’s rights to take stronger action, to include suspension and termination, if Suzuion, in its sole discretion, determines that such action is appropriate and necessary to protect the Company.

8.2.2 Suspension. Suzuion reserves the right to suspend any Distributor position at any time for cause when it is deemed that the Distributor may have violated the provisions of the Agreement, as they might be amended from time to time, or the provisions of the applicable laws and standards of fair dealing. Suzuion shall make such involuntary suspension at its discretion pending the investigation of possible Policy violation. Suzuion will notify the Distributor by postal delivery and/or email sent to the latest address listed with Suzuion for the Distributor. In the event of a suspension, a Distributor agrees to immediately cease representing himself/herself as a Distributor with Suzuion. This remedy is cumulative and not exclusive of other remedies.

8.2.3 Effects of Suspension.

8.2.3.1 While suspended, the Distributor’s Autoship settings may remain in effect, at the Company’s discretion, and may result in the order being placed and charged to their credit card unless otherwise cancelled by the Distributor.

8.2.3.2 Any Commissions, overrides or bonuses, which may be due, if any, will be held in abeyance by Suzuion pending resolution. Should the breach be deemed unsubstantiated by Suzuion, the suspension shall be lifted and the unpaid earnings will be credited to the Distributorship; however, should the breach be substantiated, Suzuion may withhold some or all of the earnings to offset damages it incurs as a result of the Distributor’s breach.

8.2.3.3 During the applicable suspension period, Suzuion shall have the right to prohibit the suspended Distributor from purchasing Products and services.

8.2.3.4 A suspended Distributor does not have the right to represent himself/herself as a Distributor or promote his/her business or the Products during the applicable suspension period.

8.2.4 Fines. When circumstances are deemed appropriate, and in its sole discretion, Suzuion may impose a monetary fine for any breach of the Agreement. This remedy is cumulative and not exclusive of other remedies.

8.3. Termination

8.3.1 Termination. In the event of a breach of the Agreement, in addition to other remedies available at law, the non-defaulting party shall be entitled to terminate the Agreement, subject to the terms herein.

8.3.2 Notice-Serious Breach. In the event of a serious breach by Distributor, Suzuion may terminate the Agreement and shall send the breaching Distributor a written notice of the termination, citing the reason(s) for the action. The notice shall be delivered in writing to the Distributor by email and/or by certified post. Termination shall be effective as set forth therein, if a timely appeal is not provided by the Distributor in accordance with the appeal procedure set forth below. “Serious breach” includes, but is not limited to Line Switching, Cross-Recruiting, or Enticement (see section 3.9), Non-Solicitation before and after termination (see sections 3.7), and other breaches of the Agreement where Suzuion reasonably believes it will be damaged, any attempt to cure would be ineffective, or that the breaching Distributor’s downline is at risk of being Cross-Recruited.

8.3.3 Notice-All Other Breaches. Notice of the termination, citing the reason(s) for the action, shall be provided in writing to the Distributor and delivered either through email and certified post. Distributor shall have the right to (i) respond with ten (10) business days of the date of the notice (except that violations involving Product and opportunity claims will have a 48-hour response time) with facts in defense, or in extenuation or mitigation of his/her breach; or (ii) to cure the breach. Failure to respond or cure shall result in termination without further notice. If a response is provided, Suzuion shall examine the response and respond either with a request for clarification or notice of termination.

8.3.4 Effective. The notice of termination shall be effective as set forth therein, if a timely appeal is not provided by the Distributor in accordance with the appeal procedure set forth below

8.3.5 Effects of Termination. Immediately upon termination, the terminated Distributor:

8.3.5.1 Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any Suzuion Product, plan or program;

8.3.5.2 Must cease representing himself/herself as a Distributor of Suzuion;

8.3.5.3 loses all rights to his/her Distributorship and position in the Rewards Plan and to all future Commissions and earnings resulting therefrom;

8.3.5.4 Must take all action reasonably required by Suzuion relating to its materials and protection of its confidential information and intellectual property; and

8.3.5.5 Is barred from submitting a new Distributor Application and Agreement at any time in the future.

8.3.6 Right of Offset. Suzuion has the right to offset any amounts owed by a Distributor to Suzuion. Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.

8.3.7 Appeal. A terminated Distributor may appeal termination by submitting a letter to the Compliance Department of Suzuion stating the grounds of appeal. (Note: No telephone calls will be accepted under any circumstances). Suzuion must receive the letter of appeal within ten (10) business days of the date of such notice of termination, or as stated in the notification.

8.3.7.1 If a Distributor files a timely appeal, Suzuion will, at its sole discretion, review and notify the Distributor of its decision. The decision of Suzuion shall be final and will not be subject to further review.

8.3.7.2 If Suzuion has not received the letter of appeal by the deadline date, the termination shall be final.

8.3.7.3 In the event that an appeal is denied, the termination shall remain in effect as of the date of Suzuion’s original notice.

SECTION 9 – MISCELLANEOUS PROVISIONS

9.1. The Agreement

9.1.1 Entire Agreement. The Agreement, in its current form and as amended by Suzuion at its discretion, constitutes the entire contract between Suzuion and the Distributor. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect. A faxed/email copy of the Agreement shall be treated as an original in all respects

9.1.2 Amendment. Suzuion, at its discretion, reserves the right to amend the Distributor Agreement, its Product prices, Product availability and formulations, as it deems appropriate. Any Distributor Agreement amendments shall be published on Suzuion’s website and shall be effective thirty (30) days thereafter. It is the Distributor’s responsibility to stay abreast of current and updated information, and Suzuion is in no way liable for any Distributor’s lack of knowledge of the updated and current information. If Suzuion brochures, Product catalogs, price lists, literature, website, fax on demand information, etc. are revised, only the most current version is authorized for use by Suzuion Distributors.

9.1.3 Waiver. No failure of Suzuion to exercise any power under these Policies and Procedures or to insist on strict compliance by a Distributor with any obligation to provision herein, and no custom or practice of the parties at variance with the Agreement, shall constitute a waiver of Suzuion’s right to demand exact compliance. Waiver by Suzuion can be affected only in writing by an authorized officer of Suzuion. Suzuion’s waiver of any particular default by a Distributor shall not affect or impair Suzuion’s right or obligation of any other Distributor, nor shall any delay or omission by Suzuion to exercise any right arising from default affect or impair Suzuion’s right as to that or any subsequent default.

9.1.4 Entire Agreement. The Agreement constitutes the entire agreement of the parties regarding their relationship and the subject matter hereof and related hereto.

9.1.5 Severability. If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Policies and Procedures, or any specification, standard or operating procedure that Suzuion has prescribed is held to be invalid or unenforceable, Suzuion shall have the right to modify the invalid or unenforceable provision, specification, standard operating procedure or any portion thereof to the extent required to be valid and enforceable. A Distributor shall

be bound by any such modification. The modification shall be effective in the jurisdiction on which it is required.

9.1.6 Assignment. A Distributor may not assign any rights or delegate his/her duties under the Agreement without the prior written consent of Suzuion. Any attempt to transfer or assign the Agreement without the express written consent of Suzuion renders the Agreement voidable at the option of Suzuion and may result in termination of the Agreement.

9.1.7 Survival. Any provision of the Agreement which, by its terms, is intended to survive termination or expiration of the Agreement shall so survive, including, without limitation, the arbitration, non-competition, non-solicitation, trade secrets and confidential information covenants contained in the Agreement.

9.2. Miscellaneous

9.2.1 Limitations of Liability. To the extent allowed by law, Suzuion and its affiliates, officers, directors, employees and other Distributors shall not be liable for and each Distributor hereby releases the foregoing from, and waives any claim for loss of profit, incidental, special, consequential or exemplary damages, which may arise out of any claims whatsoever relating to Suzuion’s performance, non-performance, act of omission with respect to the business relationship or other matter between the Distributor and Suzuion whether in contract, tort or strict liability. Furthermore, it is agreed that any damage to the Distributor shall not exceed, and is hereby expressly limited to, the amount of unsold Suzuion Product owned by the Distributor, which was directly purchased thereby from Suzuion, and any Commissions or bonuses due.

9.2.2 Indemnification. Each and every Distributor agrees to indemnify and hold harmless Suzuion, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys’ fees, asserted against or suffered or incurred by any of them, directly or indirectly, arising out of or in any way related to or connected with allegedly or otherwise, the Distributor’s (a) activities as a Distributor; (b) breach of the terms of the Distributor Agreement or these Policies and Procedures; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.

9.2.3 Force Majeure. Suzuion shall not be responsible for delays or failure in performance caused by circumstances beyond a party’s control, such as strikes, labor difficulties, fire, war, government decrees or orders or curtailment of a party’s usual source of supply.

9.2.4 Arbitration. See Appendix A.16.

9.2.5 Limitation of Actions. If a Distributor wishes to bring an action against SUZUION for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against SUZUION for such act or omission. Distributor waives all claims that any other statutes of limitation apply.

SECTION 10 — DEFINITIONS

10.1 Autoship. A program in which Suzuion automatically ships Products to Distributors on a recurring basis and automatically charges the Distributor’s credit card for each shipment. The Distributor must establish a profile through his/her Office to designate the Products, credit card(s) to be charged, shipping address, etc.

10.2 Commissions. Monies earned by a Distributor, as determined by the Commissionable Volume of Products retailed or purchased by a Distributor and/or by his/her downline.

10.3 Commissionable Volume (CV). The point value assigned to Products sold for purposes of calculating Commissions under the Compensation Plan.

10.4 Customer. End Consumers of the Product, including retail, Preferred, and Wholesale Customers.

10.5 Distributor. An independent contractor whose Distributor Application has been accepted by Suzuion.

10.6 Distributorship. The collective rights and obligations arising from the Agreement. It is sometimes also referred to as a Distributor’s “account”.

10.7 Financial Rewards Plan. The method by which a Distributor may generate Commissions and is compensated for retail sales and sales volume within his or her downline. The Financial Rewards Plan is described in Suzuion’s literature.

10.8 Official Suzuion Literature. Brochures and printed materials, audio or video recordings, websites, and other materials developed, printed, published, and distributed by Suzuion to Distributors.

10.9 Personal Volume (PV). Product CV a Distributor generates through sales to his/her Customers and through personal Product purchases.

10.10 Placement. A Distributorship’s position in the network on his/her Sponsor’s right or left leg.

10.11 Preferred Customer. A customer in Suzuion’s database who can place orders online directly with Suzuion. Such sales are credited to the designated Distributor. A Preferred Customer is not a Distributor.

10.12 Products. Any commodity sold by Suzuion that has CV assigned to it.

10.13 Sponsor. A Distributor who introduces an applicant to Suzuion and is listed as the Sponsor on the Distributor Application. To Sponsor means to introduce a person to Suzuion who becomes a Distributor.

10.14 Starter Kit. A selection of Suzuion at-cost training materials and business support literature that each new Distributor purchases.

APPENDIX A — MODIFICATIONS TO POLICIES & PROCEDURES — INDIA

These provisions apply to the country named herein and may modify specific provisions of the Policies and Procedures.

A.1Term and Renewal (restating 1.3.1 and 1.3.2 and adding 1.3.3)

A.1.1 Term. The term of this Agreement is one year, unless terminated earlier in terms of clause 4 of the Terms and Conditions of Distributorship Application. If Distributorship is canceled or terminated for any reason, Distributor will permanently lose all rights as a Distributor. Distributor shall not be eligible to sell Products and services nor shall he/she be eligible to receive Commissions, bonuses, or other benefits resulting from the activities of his/her former downline sales organization. In the event of cancellation, termination, Distributor affirmatively waives all rights of the Agreement, including but not limited to property rights, the former downline organization and to any bonuses, Commissions or other remuneration derived through the sales and other activities of the former downline organization. Suzuion reserves the right to terminate all Agreements upon 30 days’ notice if the Company elects to:

(1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its Products and/or services via direct selling channels. Distributor may cancel this Agreement at any time, and for any reason, upon written notice to Suzuion at its principal business address. Suzuion may cancel this Agreement if Distributor fails to affect any sale for a period of 12 months, upon 30 days’ advance written notice to Distributor.

A.1.2 Renewal. The term of the Distributorship Agreement shall automatically renew if a Distributor has made any Sale of Product during the Term of the Agreement.

A.1.3 Termination for Inactivity. If the Distributor has not sold any Product for a period of one (1) years from when the Agreement was entered into or since the last date a sale was made by the Distributor, the Company may, upon notice to the Distributor, terminate the Agreement.

A.2Independent Contractor. (modifying 1.5 Independent Contractor)

Distributor agrees that as a Suzuion Distributor he/she is an independent contractor and not an employee, partner, legal representative, or franchisee of Suzuion. Distributor agrees that he/she will be solely responsible for paying all expenses incurred by him/her, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. DISTRIBUTOR UNDERSTANDS THAT HE/SHE SHALL NOT BE TREATED AS AN EMPLOYEE OF SUZUION FOR ANY PURPOSES.

A.3No Purchase Required (amending and restating 1.7)

There are no fees or required purchases when joining as a Distributor. Further, Suzuion does not require the Distributor to purchase goods or services:

A.3.1 for an amount that exceeds an amount for which such goods or services can be expected to be sold or resold to consumers;

A.3.2 for a quantity of goods or services that exceeds an amount that can be expected to be consumed by or sold or resold to consumers.

A.4Conditions to Apply (modifying subsection (iv) of 2.1.1)

(iv) must have undergone the Orientation session to understand the all aspect of direct selling business, remuneration system and expected remuneration for new Distributor/Direct Seller.

A.5.Distributor Kits (adding to or modifying 2.1.1, 2.1.5, 10.14Corporations,Partnershipsand Trusts)

Sections 2.1.1, 2.1.5, and 10.14 are inapplicable to the extent they refer to any requirement to purchase a Starter Kit or Product. No commission is paid on the Starter Kit fee.

A.6Company Enrollment (modifying 2.4 Corporations, Partnerships and Trusts)

Please see the Company Information Form in the Members Only section of the office.

A.7Personal Information (modifying 2.6 Tax Identification Number)

Each Distributor on the account must provide his or her Aadhar number and date of birth if an individual or an Income Tax Department issued PAN if a legal entity. Principals of the entity must also provide their Aadhar number and date of birth.

A.8Record Keeping and Training Meetings (amending and restating 2.13)

Distributors are required to maintain complete and accurate records of their sales to customers. They are also required to notify the company of distributor training meetings at least one month in advance, to include time, place, and presenters. Attendance sheets of the meetings must be completed at each meeting. Distributor shall provide all records relating to sales and meetings upon request.

A.9Government endorsements (deleting 3.3)

Section 3.3 is deemed deleted.

A.10Transfer Requirements (restating 4.3.3.3)

if transferring to a legal entity, and a copy of its charter documents showing all the interest holders and management; or

A.11Cash Awards (in addition to 5.2.3.3.)

Cash Awards. When promoting their Suzuion business, Distributors shall not use images of cash awards presented to them or to other Distributors at Suzuion events.

A.12Customers (modifying 6.2, restating 10.4, and deleting 10.11)

A.12.1 Any reference to customer enrollment with the company is deemed deleted from sections 6.

A.12.2 In 10.4, Customer means the person to whom a Distributor sells Product.

A.12.3 Any reference to Preferred Customer or Wholesale Customer is deemed deleted in Section 10 and throughout.

A.14 Minimum Commissions Payment

The minimum amount of payment of commission paid to distributor’s bank account is one thousand (Rs.1000.00). If the earned amount is less than that amount, it will be accumulated until such time that the amount exceeds one thousand (Rs.1000.00).

A.15 Binding Arbitration

A.15.1 All dispute and differences arising out of or in connection with or relating to the present Agreement (except as stated in A.16.3) shall be settled under the Arbitration and Conciliation Act, 1996 by one or more arbitrators appointed in accordance with its Rules.

A.15.2 The number of arbitrators shall be one. The language of the arbitration proceedings shall be in English. The Arbitrator shall have an understanding of the direct selling industry and experience in arbitrating disputes between direct selling companies and distributors. The place of arbitration shall be the Secunderabad / Hyderabad International Arbitration Centre at Secunderabad /Hyderabad.

A.15.3 Either Party may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights and each Party may apply to and obtain from any court having competent jurisdiction, a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its 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. Disputes over whether these exceptions apply shall be resolved by the court in which such action has been brought; all other disputes over Arbitration shall be resolved by the arbitrator.

A.15.4 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.

A.15.5 Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or expiration of the Agreement.

A.15.6 Class Action Waiver. The Parties expressly agree that any proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action, regardless of whether the procedures or rules of the Delhi International Arbitration Centre would allow such an action. The Parties expressly waive their rights to file or participate in a class action or seek relief on a class or representative basis.

A.16Goods and Services Tax (GST)

A.16.1 Distributor Registration for GST. Distributors must register for GST. For their convenience, the following process is provided:

A.16.1.1 Form GST REG-01 should be submitted on the GSTIN portal to request GST registration. A Provisional Certificate of Registration (Form GST REG-25) will be issued upon enrolment on GSTIN portal. Once provisional registration has been granted, the distributor should submit an application electronically (Form GST REG-24), duly signed, along with the information and documents specified in the application within a period of 3 months or within such period as may be extended in this behalf.

A.16.1.2 If such information furnished in the application are found to be correct and complete, a certificate of registration in Form GST REG-06 shall be made available electronically on common portal.

A.16.1.3 If the person fails to furnish the information within 3 months or information is found to be incorrect or incomplete, the provisional certificate of registration may be cancelled

A.16.2 Distributors outside of Telangana State:

A.16.2.1 must immediately register for GST and then provide their GST number and a copy of their registration certificate (GST REG-25) to Suzuion prior to earning their first commission or if their product

sales exceed 20 lacs (2,000,000 INR).

A.16.2.2 there is no GST registration threshold for inter-state service providers (Sales Commissions). Distributors outside of the state of TELANGANA should register for GST prior to receiving their first commission payment.

A.16.3 Distributors within Telangana are required to register for GST and then provide their GST Number and a copy of their registration certificate (GST REG-25) to Suzuion if their cumulative annual commissions and product sales earned exceeds 20 lacs (2,000,000 INR).

A.16.4 GST Credit Claw Back for Failure to Register. If a distributor fails to file their GST return and Suzuion is denied the tax credit for the GST paid to the Distributor, a manual adjustment will be made to the Distributor’s next commission payment prior to the normal invoice hold being released to recoup the amount of the denied GST credit.

A.17Personal Data Protection

Every Suzuion system is designed, foremost, to protect user data. Suzuion surpasses industry standards for information security protection. Daily surface area vulnerability scans and advanced intrusion prevention systems (powered by highly available enterprise firewall systems) help to keep user data safe. Suzuion also requires stringent SSL connectivity both for personal information submission and for remote staff and office connectivity, and the company adheres to the strictest of Payment Card Industry

guidelines for cardholder data protection and security. These are just a few of the ways that shows the Suzuion commitment to its user’s data integrity and protection.

APPENDIX B — RETURN POLICIES — INDIA

Suzuion offer to every Distributor and Customer 100% buy-back or refund of “Currently Marketable” goods sold, which can be exercised within a period of 30 days from the date of invoice date of such goods to the Distributor. “Currently Marketable” product would mean good and/or service, unused and marketable, which has not expired and which is not seasonal, discontinued or special promotion goods and/or services.

Suzuion also offers to its Distributor a 30 day Cooling–off period defined as the duration of time from the date when the Distributor entered into the Agreement with Suzuion – within which such Distributor may repudiate the Agreement without being subject to any penalty – and seek refund for any goods or services purchased within such period upon return of such goods in Currently Marketable condition.

B.1 Return Procedure

Every Distributor must comply with the following procedures when returning Products for a replacement, exchange, or refund.

B.1.1 Contact Customer Service by submitting a ticket through the Distributor’s Office or calling Customer Service at Toll Free 1800-599-1855, +91 40 4853 4748 and +91 40 4853 1855 to obtain a Return Merchandise Authorization (RMA) number prior to returning the Product.

B.1.2 Pack and ship the Products to Suzuion. Proper shipping carton(s) and packing material are to be used and the best and most economical means of shipping is suggested. Any package received without the RMA clearly visible on the package exterior may be refused.

B.2 Retail Customer Returns

B.2.1. Guarantee. Suzuion requires its Distributors to offer a thirty (30) day, one hundred percent (100%) money back guarantee on Currently Marketable Products sold to their Customers.

B.2.2. 30-Day Right of Cancellation. A Customer has the right to cancel the order within 30 days of the date the product is delivered to the Distributor or the date of the invoice to the Distributor, whichever is later. The returned product must be Currently Marketable.

B.2.2.1 “Currently Marketable” means that the Products to be returned are in a resalable condition. Additionally, excluded from Currently Marketable Products are those Products whose commercially reasonable shelf life period has passed as well as Products for which Suzuion disclosed prior to purchase as being seasonal, discontinued, or special promotion Products and not subject to the repurchase obligation.

B.2.2.2. For such cancellations, the Distributor shall complete three (3) copies of an official Suzuion sales receipt and provide two (2) to the Retail Customer before concluding the transaction (one (1) for the Customer to send to the Distributor if he/she cancels the sale). The sales receipt should be dated and show the Distributor’s name and address. The sales receipt must be in the same language that is used in the sales presentation. The following cancellation notice appears on the sales receipt and must be given verbally by the Distributor when making a retail sale to a Retail Customer. The Distributor must comply with its terms:

NOTICE OF CANCELLATION

Date of transaction: ___/___/____

[note to Distributor-insert the later of the date the Product was delivered to you from Suzuion or the date of the invoice.

You may CANCEL this transaction, without any penalty or obligation, within 30 DAYS from the above date.

If you cancel, any payments made by you under the sale will be returned within 20 BUSINESS DAYS following receipt by the seller of your Cancellation Notice.

If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller's expense and risk.

If you fail to make the goods available to the seller within a reasonable time, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract.To cancel this transaction, mail or deliver a signed and dated copy of this Withdrawal/Cancellation Notice, to:

[Name of seller]: ______________________________________

[Seller's address] ___________________________________________________________________

NOT LATER THAN 30 DAYS FROM THE DATE REFERENCED ABOVE

[insert date of notice] ____________________

I HEREBY CANCEL THIS TRANSACTION.

(Customer signature) ____________________________________ (Date) ________________

B.2.3 Procedures for Refund. In addition to the requirements in B.1:

B.2.3.1 Submit to Suzuion a copy of the Retail Receipt used for the purchase and the Retail Customer’s notice of cancellation. It must be completed and the refund portion must be signed by the Retail Customer.

B.2.3.2 Return the Product to Suzuion within fifteen (15) days of receiving the Products from their Retail Customer, but within 30 days from the date of purchase of such product by distributor as evidenced by date of invoice or date of delivery whichever is later.

B.2.4 Costs. Suzuion will pay the cost of shipping replacement Product(s) to the Distributor.

B.2.5 Compliance. Suzuion will not replace the Product to the Distributor for such retail sales by him/her if these policies are not followed.

B.3 Cooling Off & Refund Policy for Distributors

B.3.1 Cooling off. If a Distributor cancel’s his or her Distributorship within 30 days of activation, Suzuion Distributor will have a right to return all/any product purchased prior to the termination that are Currently Marketable, as defined in B.2.2.1 and Suzuion will provide refund of such returned marketable products.

B.3.2 Refund. Suzuion also offers a 30 days full refund to every Distributor who wishes to return the Currently Marketable products.

B.3.3 Procedures for Refund. In addition to the requirements in B.1:

B.3.3.1. Shipping Costs. The Distributor shall assume the costs of returning the Products to Suzuion. The shipping and handling charges incurred by the Distributor when the Products were purchased will not be refunded;

B.3.3.2 The Product must be received by Suzuion within ten (10) calendar days from the date the RMA is issued.

B.4 Refunds

B.4.1 Refund to Same Source. Refunds will be issued in the same manner that payment was received. This means that if a credit card was used to place the order, the reimbursement will be issued back to that same card. If the payment was made by check, the refund will be issued in the form of a check.

B.4.2 Right to Withhold. When Products are returned, Suzuion will reverse the commission payment generated by the purchase of those Products and any other benefit that may have arisen to such purchasing distributor or their uplines, including re-working of qualification and rewards, as such benefit are generated based on sale of products. Suzuion will withhold owed shipping charges from any refunds.

B.4.3 Non-Compliance. In the event that the returned Products do not meet the conditions for return, such merchandise will be held for up to thirty (30) days, during which time the Distributor should comply with the return procedures in order to receive the refund. If after the thirty (30) days the conditions have not been met or a return has not been requested, Suzuion may destroy such inventory without further compensation to that Distributor.

B.5 Refusal of Delivery

Should a Distributor refuse delivery of a Suzuion shipment that is the Distributor’s first order, Suzuion will follow its one hundred percent (100%) guarantee policy in section B.3.1.

B.6 Warranties

EXCEPT AS EXPRESSLY STATED ON THE PRODUCT LABELING, SUZUION MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, NON-INFRINGEMENT OR ANY OTHER WARRANTY ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING CONCERNING ANY PRODUCT OR SERVICE PURCHASED FROM OR THROUGH SUZUION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS AND SERVICES OF SUZUION ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” SUZUION DOES NOT WARRANT THAT ITS PRODUCTS OR SERVICES WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE SYSTEMS OR THAT ON-LINE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. SUZUION DOES NOT WARRANT THAT ANY WEBSITE OPERATED, SPONSORED OR HOSTED BY SUZUION OR ANY OF ITS AFFILIATES WILL BE UNINTERRUPTED OR FREE FROM ERROR. SUZUION IS NOT RESPONSIBLE FOR INTERRUPTED, INACCESSIBLE OR UNAVAILABLE NETWORKS, SERVER, SATELLITES AND/OR SERVICE PROVIDERS; OR FOR MISCOMMUNICATIONS, FAILED, JUMBLED, SCRAMBLED, DELAYED OR MISDIRECTED COMPUTER, TELEPHONE OR CABLE TRANSMISSIONS; OR FOR ANY TECHNICAL MALFUNCTIONS, FAILURES OR DIFFICULTIES.

APPENDIX C PRODUCT CLAIMS — INDIA

PRODUCT CLAIMS - INDIA

GENERAL RULES:

The Law:

India represents one of the most regulated and stringent market in the world when it

comes to the regulation of Food products, Health Supplements, Cosmetic products and

their associated marketing claims. Suzuion goes to great lengths to ensure that all our

products, packaging, marketing material and claims are legally compliant as per the

country’s law for each market where Suzuion operates.

Suzuion:

Employees and Independent Distributors may only make authorized claims about

Suzuion products. Authorized claims are the ones that appear in the official Suzuion

literature and website for each country. Such claims may change from time to time as

products are improved, as new science becomes available, or as regulations change.

The product and the marketing materials for Suzuion in India have been professionally

reviewed and approved to ensure they are legally compliant in terms of all laws applicable,

which includes, but not limited to, the following:

  • The Direct Selling Guidelines, 2016
  • Food Safety and Standard Act, 2006 and Allied Rules and Regulations
  • Food Safety and Standards (Food or Health Supplements, Nutraceuticals, Foods

for Special Dietary Uses, Foods for Special Medical Purpose, Functional Foods,

and Novel Food) Regulations 2016.

  • Drugs and Cosmetics Act, 1940 and Allied Rules
  • The Legal Metrology Act, 2009 and Allied Rules.

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