Eau Vera is a direct sales company dedicated to providing quality products and services promoted through your home-based business. We pride ourselves on our integrity in dealing with our independent distributors and customers will continue to do so. We provide a compensation plan based on sales of our products to end-users and those of you who wish to help us promote and sell our products can be rewarded under that plan. Eau Vera does not require, nor do we tolerate “inventory loading” and you will never be forced to make large purchases. All distributors, or Independent Business Owners (IBOs) as we refer to them, must agree to conduct themselves with the utmost honesty and integrity in the promotion of their independent Eau Vera distributorship. This includes abiding by the terms and conditions of the IBO Agreement, the Policies and Procedures listed below and fulfilling the requirements and qualifications of the Compensation Plan as they exist now and as they may be amended from time to time.

TABLE OF CONTENTS

Section 1 Introduction

1.1 Purpose

1.2 Conduct

1.3 Policies and Procedures Incorporated By Reference

1.4 Amendments, Revisions and Changes

1.5 Delays

1.6 Severability

1.7 Waiver

Section 2 Becoming an Eau Vera Independent Business Owner

2.1 Becoming an Independent Business Owner

2.2 Remaining an Independent Business Owner

Section 3 Operating an Eau Vera Distributorship

3.1 Independent Contractor Status

3.2 Enrollment

3.3 Business Entities

3.4 Minors

3.5 Limitations on Distributorships per Household

3.6 Actions of Household Members or Affiliated Individuals

3.7 Addition of Co-Applicant

3.8 Roll Up

3.9 Sale, Transfer or Assignment

3.10 Separation Due to Divorce or Dissolution

3.11 Succession

3.12 Expenses

Section 4 Responsibilities of an IBO

4.1 Maintain Accurate Information with Eau Vera

4.2 Maintain Communication with Downline

4.3 Non-Disparagement

4.4 Reporting Policy Violations

4.5 Company Status

4.6 Personal Information

4.7 Confidential Information

Section 5 Conflicts of Interest

5.1 Participation in Other Direct Sales Companies

5.2 Non-solicitation

5.3 Targeting Other Direct Sellers

5.4 Cross-Sponsoring

5.5 Bonus Buying and Stacking

Section 6 Communication and Confidentiality within Eau Vera

6.1 Downline Activity (Genealogy Reports)

6.2 Communication Opt-in

6.3 IBO Media and Likeness Use Consent and Release

Section 7 Advertising and Promotion

7.1 General

7.2 Trademarks and Copyrighted Material

7.3 Identification as Independent Business Owner

7.4 IBO Websites

7.5 E-Mail or Electronic Advertising

7.6 Online or Other Classified Ads

7.7 Online Auction Sites

7.8 Online Retailing

7.9 Banner Advertising

7.10 Spam Linking

7.11 Digital Media Submission

7.12 Product Claims

7.13 Income Claims

7.14 Product Pricing

7.15 Re-Packaging

7.16 Use of Celebrity Name or Likeness

7.17 Scientific Advisory Board and Other Consultants

7.18 International Marketing

7.19 Pre-Market International Marketing

7.20 Telemarketing

7.21 Spam

7.22 Third Party Intellectual Property

7.23 Privacy

7.24 Media

7.25 Social Media

7.26 Other Internet Use

7.27 Prohibited Advertising or Promotion

7.27 Not-For Resale (or NFR Jurisdictions)

7.28 Negative Online Posts

7.29 Implied Approval or Endorsement

Section 8 Sales

8.1 Commercial Outlets

8.2 Trade Shows and Exhibitions

8.3 Inventory

Section 9 Bonuses and Commissions

9.1 Qualifications

9.2 Check Processing

9.3 Replacement Checks

9.4 Adjustments and Clawbacks

9.5 Unclaimed Commissions

9.6 Incentive Trips and Awards

9.7 70 Percent Rule

9.8 Retail Customer Rule

Section 10 Product Ordering

10.1 Purchasing Product

10.2 General Ordering Policies

10.3 Shipping and Back Orders

10.4 Shipment Confirmation

10.5 Customer Payment

10.6 Insufficient Funds

10.7 Third Party Credit Card Use

10.8 Sales Tax

Section 11 Product Returns

11.1 Product Guarantee

11.2 Inventory Repurchase

11.3 Exceptions

Section 12 General

12.1 Identification

12.2 Income Taxes

12.3 Business Pursuits Insurance

12.4 Product Liability Coverage

12.5 Local Rules, Laws, Ordinances or Regulations

12.6 Indemnification

12.7 Exclusion of Damages

12.8 Errors or Questions

Section 13 Dispute Resolution and Remedies

13.1 IBO Disciplinary Action

13.2 Change of Sponsor (Enroller)

13.3 Change of Placement

13.4 Arbitration

13.5 No Class or Group Actions, Lawsuits or Arbitration

13.6 Injunctive Relief

13.7 Attorneys Fees

13.8 Jurisdiction and Venue

13.9 Governing Law

13.10 Statute of Limitations

Section 14 Inactivity and Termination

14.1 Cancellation/Termination

14.2 Non-Renewal

14.3 Termination Due to Inactivity

14.3 Involuntary Termination

14.4 Voluntary Cancellation

Section 15 Definitions

Section 1

Introduction

1.1 Purpose

Eau Vera has developed these Policies and Procedures, which may sometimes be referred to as the IBO Manual, to guide its Independent Business Owners (IBO) in the successful promotion of Eau Vera products and services. These Policies and Procedures will help provide the following benefits:

  • Protect the rights of all Independent Business Owners by providing a guidelines and a framework within which each Independent Business Owner may work in an ethical, effective and secure manner.
  • Provide an equal and level playing field of opportunity to all Eau Vera Independent Business Owners. All IBOs will be treated fairly, reasonably and professionally.
  • Clearly define the relationship between Eau Vera and its Independent Business Owners.
  • Inform Independent Business Owners regarding compliance issues and regulatory requirements. Eau Vera requires that all Independent Business Owners understand and abide by these Policies and Procedures as we work together in promoting the Eau Vera products and opportunity. Of course if any IBO has any questions with respect to Policies and Procedures, you may contact Eau Vera for clarification.

Eau Vera will apply these Policies and Procedures fairly and equitably to all IBOs but understands that there may be certain cases or circumstances that require special handling or consideration. Any exceptions or extenuating circumstances that may apply will be determined by Eau Vera at its sole discretion and will not automatically apply in any other situation or matter unless the applicable policy or procedure is officially modified or amended.

1.2 Conduct

Regardless of the specific policies and procedures stated within, all IBOs will conduct themselves honestly, ethically, morally and professionally with respect to their Eau Vera business and all promotion and sales activity. No IBO may take any action with respect to Eau Vera or that affects Eau Vera in any way other than in the fulfillment of their IBO Agreement. No conduct that negatively impacts Eau Vera will be permitted. Eau Vera will not tolerate high-pressure sales tactics or the use of any misleading, confusing, false or exaggerated statements or claims with respect to Eau Vera or Eau Vera products and services.

1.3 Policies and Procedures Incorporated By Reference

These Policies and Procedures, in their present form and as amended from time to time at the sole discretion of Eau Vera, (the “Company” or “Eau Vera”), are incorporated into, and form an integral part of, the Eau Vera Independent Business Owner Agreement. Throughout these Policies and Procedures, when the term “Agreement” is used, it collectively refers to the Eau Vera Independent Business Owner Agreement and its Terms and Conditions, these Policies and Procedures and the Eau Vera Compensation Plan. These documents are incorporated by reference into the Eau Vera Independent Business Owner Agreement. It is the responsibility of each Independent Business Owner to read, understand, adhere to and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When enrolling a new Independent Business Owner, it is the responsibility of the Enroller (as further defined below) to provide the most current version of these Policies and Procedures and the Eau Vera Compensation Plan (which can be done by directing the applicant to the website) to the applicant prior to his or her execution of the Independent Business Owner Agreement.

1.4 Amendments, Revisions and Changes

In order to ensure that Eau Vera is always in compliance with applicable federal, state and/or local laws, as well as being able to adapt to changing or evolving business environments and markets, Eau Vera reserves the right, in its sole discretion, to amend, revise or change the IBO Agreement (including, without limitation, the Independent Business Owner Agreement, Terms and Conditions, Policies and Procedures and the Compensation Plan) and its prices and product offering. Eau Vera will notify IBOs by posting any amendments, revisions or changes on the Eau Vera corporate website. The most current and controlling version will always be posted on www.eauvera.com or other applicable website as noticed. It is the responsibility of all IBOs to regularly review the company website as well as stay current on all notices given through the various communications between Eau Vera and IBOs. An IBO’s continued use of any Eau Vera- related website, product or service, conduct of any Eau Vera related business or the acceptance of any compensation under the Compensation Plan will indicate acceptance of any published amendments, revisions or changes. An IBO not wishing to be bound by such amendments, revisions or changes must resign and will not be able to conduct any Eau Vera business.

1.5 Delays

Eau Vera shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, acts of providence, severe weather, riot, war, fire, death, curtailment, reduction, limitation or unavailability of a source of supply, or government decrees or orders.

1.6 Severability

If any provision of the Agreement or these Policies and Procedures, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid or unenforceable portion of the provision shall be severed and only in the applicable jurisdiction that requires it. The remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part of the Agreement or these Policies and Procedures.

1.8 Waiver

Eau Vera reserves the right to demand compliance with all terms and conditions under the Agreement and/or these Policies and Procedures at any time. No failure of Eau Vera to exercise any right or power under the Agreement or to insist upon strict compliance by an IBO with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of Eau Vera’s right to demand exact compliance with the Agreement. Waiver by Eau Vera can be affected only in writing by an authorized officer of the Company. Eau Vera waiver of any particular breach by an Independent Business Owner shall not affect or impair Eau Vera’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Independent Business Owner. Nor shall any delay or omission by Eau Vera to exercise any right arising from a breach affect or impair Eau Vera rights as to that or any subsequent breach. The allegation or existence of any claim or cause of action of an Independent Business Owner against Eau Vera shall not constitute a defense to Eau Vera enforcement of any term or provision of the Agreement.

SECTION 2

BECOMING AN INDEPENDENT BUSINESS OWNER

2.1 Becoming an Eau Vera Independent Business Owner

To become an independent Eau Vera Business Owner, you must be a minimum of 18 years of age or the legal age of majority in the state, country or jurisdiction you reside in, whichever is higher, and you must be legally capable of entering into a contract. You must be legally entitled to earn income in the United States or in the appropriate country or jurisdiction you intend to do business in as we expand internationally. You must submit a valid, complete and accurate Independent Business Owner Agreement, whether online or in paper form, to Eau Vera, and that application must be accepted by Eau Vera, at our sole discretion. All information requested, including a valid social security number or tax ID number where applicable must be provided. You may not have a financial interest in more than one distributorship. A husband and wife are only permitted to have one distributorship between them unless they follow the procedure for a husband and wife to have separate distributorships as explained in these Policies and Procedures. A validly formed business entity may become an IBO, provided it can submit valid documentation as may be requested by Eau Vera. An individual may not participate in multiple distributorships through the use of business entities. No “ghost” distributorships (false distributorships set up to maintain a position in the genealogy) are permitted.

2.2 Remaining an Eau Vera Independent Business Owner

In order to remain an Eau Vera IBO in good standing, you must abide by all terms and conditions, policies and procedures, rules, regulations, requirements and/or qualifications that exist now or as may be modified from time to time. This includes complying with the renewal policy as may exist at the end of your applicable distributorship term. The initial distributorship term will be for a period of one year. You must only conduct Eau Vera business in jurisdictions where we are legally permitted to conduct business. Further, you must comply with any laws, codes, rules, regulations and/or statutes that may be in effect in any jurisdiction you reside in or do business in. Your conduct or the conduct of anyone acting for or on your behalf may not discredit or bring any harm to Eau Vera or any associated person or entity. Under no circumstances may any Eau Vera IBO bad-mouth, disparage or discredit Eau Vera, its products and services, any associated entities or people, any owners, directors, employees, agents or independent distributors. Any distributorship found to exist for reasons detrimental to Eau Vera or the compensation plan, including, but not limited to “stacking” or manipulating the compensation plan, may be suspended or terminated at Eau Vera’s sole discretion.

Section 3

Operating an Eau Vera Distributorship

3.1 Independent Contractor Status

All Eau Vera IBOs, regardless of rank or level within the compensation plan, are independent contractors. There are no franchises, exclusive territories, exclusive distributorships, partnerships, joint ventures or strategic alliances created between any Eau Vera IBO and Eau Vera. All IBOs will have an equal opportunity to build their independent business, based on work ethic, hours put in to promoting your business, dedication to building your business, etc. Each independent distributor shall be responsible for paying any and all local, state or federal taxes or fees, including, but not limited to, income taxes, social security, and self-employment taxes. Eau Vera IBOs are not entitled to employee benefits from Eau Vera, including, but not limited to, unemployment benefits, worker’s compensation or minimum wage. All Eau Vera IBOs are responsible for their own fees, costs, expenses, supplies, tools or whatever is required, used or needed in building and promoting their business. No IBO may bind Eau Vera or any associated person or entity into any contract or agreement, nor may any IBO imply that they are acting for or on behalf of the corporate entity. Further, no IBO may contact any media, seek out media coverage or appear on or in any media for or on behalf of Eau Vera unless requested by Eau Vera or approved by Eau Vera in writing. All IBOs must properly identify themselves as independent contractors when conducting business. Any conduct or behavior that in any way implies a corporate relationship or is confusing or misleading as to an IBO’s independent contractor status is prohibited.

3.2 Enrollment

All new Eau Vera IBOs must be referred or enrolled by an existing Eau Vera IBO and that personal enrollment must be noted during the IBO enrollment process, whether submitted online or otherwise. It is each IBO’s responsibility to ensure that they indicate the proper enroller when signing up and to ensure that new IBOs that they sign up indicate the proper enroller. If there is a problem with the enroller, it is the IBO’s responsibility to immediately notify Eau Vera. We pride ourselves on our integrity and the integrity of our compensation plan. In the event of a dispute over who is the enroller of a new distributor, Eau Vera will make its reasonable and best effort to determine who the actual enroller should be, based on facts gathered. The final decision as to personal enrollment shall be at the sole discretion of Eau Vera.

3.3 Business Entities

A corporation, limited liability company, partnership, trust, or local equivalent (collectively referred to in this section as a “Business Entity”) may apply to be an Eau Vera Independent Business Owner by submitting a copy of the organizational documents to Eau Vera. If an Independent Business Owner has enrolled online, all required documents and registration form must be submitted to Eau Vera within thirty (30) days of the online enrollment. If required documents are not received within the 30-day period, the Independent Business Owner Application and Agreement shall automatically terminate. All members, partners, shareholders or stakeholders of the relevant Business Entity are jointly and severally liable for any indebtedness, liability or other obligation to Eau Vera. An entity cannot have more than one distributorship or financial interest in another distributorship nor can an individual have any interest in multiple distributorships whether individually or as part of an entity. An individual or entity may only have a second and third position if earned as multiple “Business Centers” as described in the Eau Vera Compensation Plan. Individuals or entities may only register as IBOs using legal names. An IBO cannot be signed up or registered with a fictitious business name.

3.4 Minors

Under no circumstances may anyone under the age of 18, or who is considered a minor in any applicable jurisdiction become an Eau Vera IBO. There are no exceptions and parents may not co-sign or operate on behalf of a minor. No existing IBO should attempt to enroll or sponsor a minor as an Eau Vera IBO.

3.5 Limitations on Distributorships per Household

An IBO may only operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, member, owner or beneficiary in one Eau Vera distributorship. So as to avoid any manipulation within the compensation plan, married couples or common-law couples (collectively “Spouse(s)”) who wish to become separate Eau Vera IBOs must sign a separate Independent Business Owner Application and Agreement and must have the same enroller. One spouse cannot enroll or sponsor the other spouse. A spouse may be “placed” under their spouse’s Independent Business Owner as long as they have the same Enroller. An additional family member, not a spouse, residing in the same household and otherwise eligible to become an IBO may become any IBO under the enroller of his/her choice, as long as there is no intent to manipulate the compensation plan.

3.6 Actions of Household Members or Affiliated Individuals

If any member of an IBOs immediate household engages in any activity which, if performed by the IBO, would violate any provision of the Agreement, such activity will be deemed a violation by the IBO and Eau Vera may take disciplinary action pursuant to the Agreement against the IBO. Similarly, if any individual associated in any way with a Business Entity (collectively “Affiliated Individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and Eau Vera may take disciplinary action against the Business Entity.

3.7 Addition of Co-Applicant

When adding a co-applicant (either an individual or a Business Entity) to an existing Eau Vera distributorship, Eau Vera requires a written request, as well as a properly completed Independent Business Owner Application and Agreement containing the applicant and co-applicant’s Social Security Numbers and signatures. To prevent the circumvention of Section 3.9 (regarding transfers and assignments of an Eau Vera Independent Business Ownership), the original applicant must remain as the main party to the original Independent Business Owner Application and Agreement. If the original Independent Business Owner wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her Independent Business Ownership in accordance with Section 3.9. If this process is not followed, the Independent Business Ownership may be cancelled by Eau Vera upon the withdrawal of the original Independent Business Owner. All bonus and commission checks will be sent to the address of record of the original Independent Business Owner. Please note that the modifications permitted within the scope of this Section do not include a change of Enroller or Placement Sponsor. There is a processing fee for each change requested, which must be included with the written request and the completed Independent Business Owner Application and Agreement.

3.8 Roll-Up

When a vacancy occurs in a Marketing Organization due to the termination of an IBO for any reason, each IBO or Customer in the first level immediately below the terminated Independent Business Owner on the date of the Cancellation will be moved to the first level (“Front Line”) of the terminated Independent Business Owner’s Placement Sponsor (compresses up one level within the Placement Sponsor tree).

3.9 Sale, Transfer or Assignment

An IBO may not sell, transfer or assign his/her independent business without the express written consent of Eau Vera at Eau Vera’s sole discretion. The sale, transfer or assignment of an IBO business may not be utilized under any circumstances to effect a change of sponsorship, manipulate the compensation plan or negatively impact another IBO. An existing IBO may not purchase another Eau Vera independent business. Any person or entity selling, transferring or assigning their independent business, assuming they are otherwise in good standing, must wait a period of six months before reapplying to become an IBO.

3.10 Separation Due To Divorce or Dissolution

Under no circumstances will Eau Vera be required to divide, breakup or partially reassign an IBO position or its downline due to a divorce between spouses or dissolution of any entity. Eau Vera will recognize the IBO as it is registered with Eau Vera and will pay any earned commissions or bonuses accordingly. Eau Vera is under no obligation to take any actions to facilitate such divorce, breakup or dissolution, other than in the normal conduct of Eau Vera business under the Agreement. Any split of commissions or bonuses between affected parties will be handled by the parties after receiving the appropriate payment from Eau Vera. If the affected parties are unable to effectively conduct Eau Vera business or there is any adverse effect to Eau Vera or other IBOs, Eau Vera reserves the right to involuntarily terminate the IBO independent business. A spouse or other party who gives up rights to an Eau Vera IBO independent business as part of a divorce, breakup or dissolution must wait six months before reapplying to become an IBO.

3.11 Succession

Upon the death or incapacitation of an IBO, his/her Independent Business Ownership may be passed to his/her heirs. Appropriate legal documentation, such as an original death certificate and notarized copy of a will, trust or other instrument establishing the successor’s rights must be submitted to the Eau Vera to ensure the transfer is proper. Accordingly, an Independent Business Owner should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Eau Vera Independent Business Ownership is transferred by a will or other testamentary process, the legal successor in interest acquires all rights previously earned or held by the IBO but must continue to meet all requirements and qualifications. The successor(s) in interest must: 1) Execute an Independent Business Owner Application and Agreement; 2) Comply with terms and provisions of the Agreement; 3) Meet all of the qualifications for the deceased Independent Business Owner‘s status; 4) Bonus and commission checks of a Eau Vera Independent Business Ownership transferred pursuant to this Section 4.11 will be paid in a single check jointly to the legal successor(s) in interest. Such successor(s) must provide Eau Vera with an “address of record” to which all bonus and commission checks will be sent. 5) If the Independent Business Ownership is bequeathed to multiple legal successors in interest, they must form a Business Entity and acquire a federal taxpayer identification number. Eau Vera will issue all bonus and commission checks and a Form 1099 as required by the IRS. Eau Vera is under no obligation to divide any distributorship among heirs and under no circumstances will Eau Vera allow any IBO or IBO Successor to operate in any way other than as normally proscribed under the Agreement or Policies and Procedures.

3.12 Expenses

No IBO is required to spend any specific amount in the operation or promotion of his/her independent business. How much may be appropriate for any IBO to spend on marketing or any other item related to Eau Vera is entirely up to the IBO based on his/her given situation. Unless specifically provided for under these Policies and Procedures or through the Eau Vera Compensation Plan, no IBO is entitled to reimbursement from Eau Vera for any general or administrative costs, fees or expenses or any type generated in the conduct of IBO with respect to Eau Vera or the Eau Vera Agreement.

Section 4

Responsibilities of an IBO

4.1 Maintain Accurate Information with Eau Vera

All IBOs must immediately notify Eau Vera of any changes in the original application information. This includes, but is not limited to, actual address, mailing address, telephone number, e-mail address, etc. This may be done through your back office, in writing or via e-mail. Please allow for up to thirty days for all changes to be fully implemented.

4.2 Maintain Communication with Downline

Any IBO who sponsors another IBO into Eau Vera must perform a bona fide supervisory function to ensure that his or her downline is properly operating his or her Eau Vera business. IBOs must have ongoing contact, communication, and management supervision with the IBOs in their Downline. Examples of such contact and supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic or e-mail, and the accompanying of downline IBOs to opportunity meetings, training sessions, and other Eau Vera functions. Upline IBOs are also responsible to motivate and train new IBOs in Eau Vera product knowledge, effective sales techniques and the Marketing and Compensation Plan. IBOs must monitor the IBOs in their downlines to ensure they do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every IBO should be able to provide documented evidence to the Eau Vera of his or her ongoing fulfillment of the responsibilities of a Sponsor.

4.3 Non-Disparagement

Eau Vera wants to reasonably provide its IBOs with the best products, compensation plan and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Distributor Support Department. Independent Business Owners should not, however, disparage, demean or make negative remarks about Eau Vera, other Eau Vera IBOs or Eau Vera directors, officers, employees or other associated individuals or entities, either verbally, written, online or in social media or other forums.

4.4 Reporting Policy Violations

IBOs who become aware of a policy violation by another IBO should submit written report of the violation directly to the attention of the Eau Vera Compliance Department so a file can be opened and an investigation conducted. Details of the incidents such as dates, number of occurrences, persons involved and any supporting documentation should be included in the report.

4.5 Company Status

No IBO may claim or imply that he/she or any other IBO has advantages with or special privileges with Eau Vera. Nor may any IBO imply that they or any other IBO is in any way exempt from the same obligations and requirements of every other Eau Vera IBO.

4.6 Personal Information

Any IBO who receives personal information from or about prospective IBOs or customers, must take all reasonable steps to maintain its security. You should shred or irreversibly delete the personal information of others once it is no longer required. Personal Information is information that identifies, or permits you to contact, an individual or entity. It includes, but is not limited to a Customer’s, potential Customer’s, IBO’s and prospective IBO’s name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.

4.7 Confidential Information

Confidential Information includes, but is not limited to, the identities, contact information, and/or sales information relating to Eau Vera IBOs and/or Customers: (a) that is contained in or derived from any IBO’s respective Back-Office; (b) that is derived from any reports issued by Eau Vera to IBOs to assist them in operating and managing their Eau Vera business; and/or (c) to which an IBO would not have access or would not have acquired but for his/her affiliation with Eau Vera. Confidential Information constitutes proprietary business trade secrets belonging exclusively to Eau Vera and is provided to IBOs in strict confidence, solely for the purpose of promoting Eau Vera in accordance with this Agreement. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than for use in fulfilling the IBO Agreement and in building and managing an Eau Vera business. Any violation of this policy shall cause Eau Vera irreparable harm for which there is no adequate remedy at law. The parties further agree that the harm to Eau Vera should IBO disclose confidential information outweighs any harm to the IBO in not disclosing that information such that injunctive relief should be granted to Eau Vera. Eau Vera shall be entitled to immediate and permanent equitable relief to prevent further violations of this policy and shall be able to obtain such relief in a court of law, despite the arbitration clause applying to disputes arising out of breach of the

Agreement.

4.8 Enrollment, Sponsoring, Placement

IBOs in good standing may enroll (sponsor) and place others into Eau Vera as a Direct Retail Customer, Preferred Customer or IBO. A prospective customer or IBO has the right to choose his/her sponsor and no IBO may pressure, harass, intimidate or force anyone to buy anything or take any action they do not otherwise wish to take. Further, no IBO may force or require any prospective or new IBO or customer to agree to anything or sign any agreement other than the standard Eau Vera IBO Agreement. No IBO may attempt to sell or promote the products or services of any company, including Eau Vera, to anyone not personally-enrolled by the IBO.

Section 5

Conflicts of Interest

5.1 Participation in Other Direct Sales Companies

IBOs may participate in other direct selling or network marketing or multilevel marketing ventures (collectively “Network Marketing Ventures”) not directly competing with Eau Vera, and IBOs may engage in selling activities related to non-Eau Vera products and services if they desire to do so and otherwise comply with this section. Under no circumstances may any IBO present Eau Vera products or business along with any other company’s products, services or opportunities.

5.2 Non-solicitation

During the term of the Agreement and for a period of twelve months after termination for any reason, an IBO shall not engage in any actual or attempted recruitment or enrollment of any Eau Vera IBO for other network marketing, direct sales or similar ventures, either directly, indirectly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of another network marketing or direct sales company to any Eau Vera IBO or Customer, or implicitly or explicitly encouraging any Eau Vera IBO Business Owner or Customer to join another or do business with another company.

(1) For a period of twelve months following the termination of an IBO Agreement for any reason, the former IBO is strictly prohibited from recruiting or attempting to recruit any Eau Vera IBO or Retail Customer for another network marketing or direct sales venture, other than those originally personally enrolled in Eau Vera. By agreeing to the IBO Agreement, each IBO acknowledges and agrees that Eau Vera is trying to protect legitimate business interests by this prohibition and such prohibition is reasonable in its scope and duration.

(2) During the term of the Agreement and for a period of twelve months after its termination or cancellation for any reason, an IBO may not: (a) Produce, offer or transfer any literature, tapes, CDs, DVDs or other promotional material of any nature for another network marketing or direct sales venture which is used by the IBO or any third person to recruit Eau Vera IBOs or Retail Customers for that or any other network marketing venture; (b) Sell, offer to sell, or promote any competing non-Eau Vera products or services to Eau Vera IBOs or Retail Customers (any product in the same generic product category as a Eau Vera product is deemed to be competing (e.g., any nutritional supplement is in the same generic category as Eau Vera nutritional supplements, and is therefore a competing product, regardless of differences in cost, quality, ingredients or nutrient content); (c) Offer Eau Vera products or promote the Eau Vera

Compensation Plan in conjunction with any non-Eau Vera products, services, business plan, opportunity or incentive; or (d) Offer any non-Eau Vera products, services, business plan, opportunity or incentive at any Eau Vera meeting, seminar, launch, convention or other Eau Vera function, or immediately following such event.

(3) During the term of the IBO Agreement and for a period of twelve months after its termination for any reason, IBO shall not contact any vendor, consultant, employee or agent of Eau Vera for the purpose of starting a direct sales company or for the purpose of assisting or joining any existing direct sales company.

(4) During the term of the IBO Agreement and for a period of twelve months after its termination for any reason, IBO shall not attempt to copy, manufacture, reverse engineer or produce for sale or distribution any product sold, manufactured by, or produced for Eau Vera.

5.3 Targeting Other Direct Sellers

Eau Vera does not encourage IBOs to target the sales force of another network marketing or direct sales company to sell Eau Vera products or to become Eau Vera IBOs, nor does Eau Vera encourage IBOs to solicit or entice members of the sales force of another direct sales company to violate the terms of their contract with such other company. IBOs will be responsible for their own conduct and Eau Vera will not indemnify or defend an IBO should another company bring any legal action alleging unethical or inappropriate business conduct.

5.4 Cross-Sponsoring

Actual or attempted cross-sponsoring is strictly prohibited. Cross-Sponsoring is defined as the enrollment or attempted enrollment of an individual or entity which already has a current customer account or Independent Business Owner Application and Agreement on file with Eau Vera, or which has had such an agreement within the preceding twelve (12) calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy or any other provision of the Agreement is strictly prohibited. IBOs shall not demean, discredit or defame other Eau Vera IBOs in an attempt to entice another IBO to become part of a different IBOs Marketing Organization. If Cross-Sponsoring is discovered, it must be brought to Eau Vera’s attention immediately. Eau Vera may take action against the IBO who changed organizations and/or those IBOs who encouraged or participated in the Cross-Sponsoring. Eau Vera may also move all or part of the offending IBO’s downline to his or her original Downline organization if the Company deems it equitable and feasible to do so. However, Eau Vera is under no obligation to move the Cross-Sponsored Independent Business Owner’s downline organization, and the ultimate disposition of the organization remains within the sole discretion of Eau Vera. IBOs waive any and all claims and causes of action against Eau Vera arising from or relating to the disposition of the Cross-Sponsored Independent Business Owner’s downline organization.

5.5 Bonus Buying and Stacking

Bonus Buying and/or IBO Stacking is strictly prohibited and will not be tolerated under any conditions or circumstances. “Bonus buying” is manipulating the compensation plan to generate any bonuses and/or commissions for other than a legitimate product sale and includes, but is not limited to: (1) the enrollment of individuals or entities without their knowledge and/or execution of an Independent Business Owner Application and Agreement by such individuals or entities; (2) the fraudulent enrollment of an individual or entity as an Independent Business Owner or Retail Customer; (3) the enrollment or attempted enrollment of non-existent individuals or entities as Independent Business Owners or Retail Customers (4) the use of a credit card by or on behalf of an Independent Business Owner or Retail Customer when the Independent Business Owner or Retail Customer is not the account holder of such credit card; (5) purchasing Eau Vera product on behalf of another Independent Business Owner or Customer or under another Independent Business Owners IBO number, or Customer ID to qualify for commissions, bonuses or incentives and/or (6) the creation of any order or volume not the result of a legitimate sale transaction in the normal course of business. “Stacking” includes: (1) the failure to transmit applications to Eau Vera in a timely manner or the holding of a member agreement in excess of (2) business days after its execution. (2) The manipulation of member agreements for the purpose of maximizing compensation pursuant to the Compensation plan (3) providing financial assistance to members, buying products, or drop shipping through another’s account for the purpose of increasing the payout of your sales organization and/or (4) the placing of orders or volume so as to deprive an upline sponsor of commissions or bonuses they should otherwise be entitled to receive.

Section 6

Communication and Confidentiality within Eau Vera

6.1 Downline Activity (Genealogy Reports)

Downline Activity Reports are available for IBO access and viewing through the secure IBO Back Office. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets and are owned exclusively by Eau Vera. Eau Vera will not be responsible for any errors, incorrect or missing information that may be included or excluded from any report. Downline Activity Reports are provided to IBOs in strictest confidence and are made available to IBO for the sole purpose of assisting IBOs in working with their respective Downline Organizations in the development of their Eau Vera business under the IBO Agreement. IBOs should use their Downline Activity Reports to assist, motivate and train their Downline IBO and support their customers. The IBO and Eau Vera acknowledge and agree that, but for this agreement of confidentiality and nondisclosure, Eau Vera would not provide Downline Activity Reports to the IBO. An IBO shall not, on his/her own behalf, or on behalf of any other person or entity:

1) Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;

2) Directly or indirectly disclose the password or other access code to his/her Back Office or Downline Activity Report;

3) Use the information to compete with Eau Vera or for any purpose other than promoting his/her Eau Vera business;

4) Recruit or solicit any IBO, or Retail Customer of Eau Vera listed on any report, or in any manner attempt to influence or induce any IBO or Retail Customer, to alter their business relationship with Eau Vera;

5) Use or disclose to any person or entity any information contained in any Downline Activity Report. Upon demand by the Company, any current or former IBO will return the original and all copies of any Downline Activity Reports to the Company; and

6) It is a violation of the IBO Agreement and these Policies and Procedures for an IBO or any third party to access any data via reverse engineering, keystroke monitoring, hacking or by any other means.

6.2 Communication Opt-in

IBOs agree that Eau Vera or a party acting on its behalf may contact you by any means available, including, but not limited to a landline or cellular telephone using automated technology (e.g., an auto-dialer or pre-recorded messaging), text messaging or email. You consent and agree to Eau Vera contacting you in this manner at the address, telephone number(s) or email address that you provided or as updated. You understand that your carrier’s standard rates may apply for calls and/or text messages. You understand that you may opt-out of receiving text messages at any time by replying “STOP.” You understand that your consent is not a condition of purchase. You consent and agree to the Eau Vera Privacy Policy when you agree and submit this IBO Agreement.

6.3 IBO Media and Likeness Use Consent and Release

By submitting the IBO Agreement, you authorize Eau Vera to use your name, testimonials, and/or likeness in any Eau Vera advertising or promotional materials in any media without remuneration. Additionally, you consent to and authorize the use and reproduction of any photographs taken by or supplied to Eau Vera and further consent to the use and reproduction of any quotes, testimonials, stories, conversations on social networking media for any print or electronic publicity, marketing or promotional purposes, without remuneration.

Section 7

Advertising and Promotion

7.1 General

Any advertising or promotion must safeguard the good reputation of Eau Vera and demonstrate good business practice. Under no circumstances is it ever permissible to use unprofessional, discourteous, false, deceptive, misleading, unethical or immoral conduct, claims or practices in the promotion of Eau Vera and its products. IBOs must take all reasonable care to ensure that any advertising, promotion or postings are professional, grammatically correct and non-offensive. IBOs should only use the sales aids and support materials produced by Eau Vera. We have carefully designed our products, product labels, Compensation Plan and promotional materials to ensure that the presentation of each aspect of Eau Vera is professional, fair, truthful, substantiated, accurately presented and in compliance with applicable laws or regulations. Eau Vera reserves the right, at its discretion, to edit or discontinue previously approved IBO materials. Eau Vera further reserves the right to rescind approval for any sales tools, promotional materials, advertisements or other literature, and IBOs waive all claims for damages or remuneration arising from or relating to such rescission. As these compliance policies are vital to the long-term stability of Eau Vera and the preservation of the opportunity for all, these advertising policies will be strictly enforced. Using unapproved material or failing to obtain approval for marketing materials of any kind may result in disciplinary actions set forth including, without limitation, the following:

1) Formal warning letter and/or probation;

2) Suspension of commissions;

3) Termination of the Independent Business Owner Agreement; and/or

4) Possible legal action

7.2 Trademarks and Copyrighted Material

Eau Vera does not allow the use of its trademarks, trade names, designs, symbols or copyrighted material by any person or entity, including IBOs, without prior written permission or unless such content is specifically prepared or approved for use. IBOs may not produce for sale or distribution, any recorded Eau Vera events, speeches and/or presentations without express written consent from Eau Vera. Further, IBOs may not use any name or portion of any name exactly like, similar to or a variation of any Eau Vera product, service, associated person or entity in the title, address, domain name, URL, social media page, username, team names, heading, handle or in any context that could be confusing, misleading or deceptive as to the origin or source of the given material or communication.

7.3 Identification as Independent Business Owner

In instances where it is permitted under these Policies and Procedures to use the Eau Vera name or other related material, it can only be done with proper identification as an Independent Business Owner. There can never be any situation where there could be confusion as to whether an IBO was acting as the corporate Eau Vera entity. Where it is permitted for an IBO to use an Eau Vera logo, we have made specific IBO versions of Eau Vera logos available in your IBO Back Office.

7.4 IBO Websites

IBOs may only utilize the Eau Vera-provided replicating website to promote their Eau Vera business. Any other website utilized by an IBO would have to be completely generic with no direct reference to Eau Vera and otherwise compliant with any applicable laws, rules or regulations. The Eau Vera replicated websites and corporate website contain professionally prepared material designed to help you promote and sell. Even generic or otherwise unidentified websites may not make any product or income claims which refer to Eau Vera or Eau Vera products and services.

7.5 E-Mail or Electronic Advertising

An IBO may not advertise or promote Eau Vera or Eau Vera products and services or use any Eau Vera trademarks or copyrighted material in any electronic media or transmission, including e-mail, the internet, social media or otherwise, unless specifically approved by Eau Vera. Internet advertising and/or mass promotion must be generic, without use of Eau Vera trademarks, trade names or copyrighted material. “Spamming” or the unsolicited mass distribution of e-mails, faxes or other media in violation of any applicable law, rule or regulation is absolutely prohibited. Neither shall any IBO ever publish, post, upload, distribute or communicate through any media, any unprofessional, inappropriate, profane, obscene, defamatory, misleading, untrue, false, indecent, infringing or unlawful statements, claims, material, information or data.

7.6 Online or Other Classified Ads

IBOs may not use classified ads, whether published or online classifieds, including, but not limited to, Craigslist, to list, sell or retail specific Eau Vera products, product bundles or the opportunity. Generic ads, designed to solicit responses, are permissible so long as otherwise compliant with any applicable laws, rules or regulations.

7.7 Online Auction Sites

Eau Vera and its products and services may not be listed on eBay or other online auctions, nor may IBOs enlist or otherwise allow or facilitate a third party to sell Eau Vera products on eBay or other online auctions.

7.8 Online Retailing

IBOs may not list or sell Eau Vera products and services on any retail store or ecommerce site, including Amazon.com or the like (with the exception of their own Eau Vera-provided replicated website). Additionally, IBOs may not (1) enlist or otherwise allow a third party to sell Eau Vera products through or on any online retail store or ecommerce site or (2) sell products to a third party that the IBO has reason to believe will sell such products on any online retail store, e-commerce site or other unauthorized method.

7.9 Banner Advertising

IBOs may place approved banner advertisements on third-party websites. They may only use the Eau Vera approved templates and images available through the resources section of their Eau Vera Back Office. The banner must link directly back to the IBO’s Eau Vera replicated website and cannot be varied, altered, revised or contain any additional information such as pricing, discounts or promotions. Discretion must be used by the IBO in determining the appropriateness of the third party website that the banner may be posted on and Eau Vera reserves the right to request that an IBO remove a banner ad from a website that Eau Vera, in its sole discretion, determines to be inappropriate.

7.10 Spam Linking

Spam linking, or the multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums is not permitted. This includes blog spamming, blog comment spamming and/or spam-doxing. Any otherwise permissible comments an IBO may make on blogs, forums, guest books, etc., must be unique, informative, relevant and otherwise permissible.

7.11 Digital Media Submission

IBOs may not upload, submit or publish Eau Vera-related video, audio or photo content to any digital media or website such as Facebook, YouTube, iTunes, Photobucket or similar site.

7.12 Product Claims

No claims, which include personal testimonials, as to therapeutic, curative or beneficial properties of any products offered by Eau Vera may be made except those contained in official Eau Vera materials. In particular, no IBO may make any claim that Eau Vera products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases or signs or symptoms of disease. Not only are such claims violations of Eau Vera policies, but they potentially violate applicable laws, including, but not limited to, federal and state laws and regulations, such as the Federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act. An IBO that provides product experience testimonials in any medium should use care to disclose their affiliation with Eau Vera, i.e., “Eau Vera Independent Business Owner,” be honest in their testimonial personal experience and assert that they are not claiming that their experience is the typical result experienced by consumers. Unless specifically warranted in writing by Eau Vera, there are no specific results guaranteed to be achieved as a result of the use or consumption of Eau Vera products and services.

7.13 Income Claims

IBOs may not make income claims, representations or imply that anyone will achieve any specific level of income or success. Further, IBOs may not display commission checks, commission statements or other financial records in the promotion of Eau Vera. IBOs may truthfully, accurately and fairly explain the Eau Vera Compensation Plan and show the possible ways an IBO can earn commissions or bonuses under the plan. However, guarantees, warranties or assurances that any specific results will be achieved are not permitted. Individual results will vary and no previous results should be stated or implied as typical. Hypothetical examples may not be unreasonable or exaggerated.

7.14 Product Pricing

IBOs may not advertise or offer to sell Eau Vera products or services at any price lower than the suggested retail price of the applicable product. Further, no special offers or enticements beyond the normal Eau Vera product offerings may be made or packaged with Eau Vera products and/or services. Any offer to sell Eau Vera products and/or services must be truthful and cannot contain misleading statements such as “lowest price available” which infers that an IBO is able to sell products at a lower price than other IBOs.

7.15 Re-Packaging

No IBO may re-package, re-brand or otherwise alter packaging or labeling in any way, any Eau Vera product or service. The giving of tasting samples at an Eau Vera home party or meeting is permitted.

7.16 Use of Celebrity Name or Likeness

No IBO may imply that Eau Vera is associated with or endorsed by a particular person, entity or celebrity. No name or likeness of a celebrity, group or entity may be published by IBOs without prior written approval of Eau Vera.

7.17 Scientific Advisory Board and Other Consultants

Eau Vera has established relationships with many preeminent scientific, marketing, public relations, business, legal and other professionals. IBOs must refrain from contacting or attempting to contact any such professional or advisor unless specifically authorized in writing to do so by Eau Vera. No IBO may claim or imply that he/she has any special relationship or privilege with any such professional or advisor.

7.18 International Marketing

IBOs are authorized to sell Eau Vera products, enroll Retail Customers, or IBOs only in countries in which Eau Vera is authorized to conduct business as announced in official Eau Vera materials or on the Eau Vera corporate website. However, before initiating any Eau Vera-related activities in any authorized country, an IBO must first complete and submit the Eau Vera International Enrollment Application to the Compliance Department. Once such application has been received and approved, as evidenced by written authorization by a member of the Compliance Department, the IBO may begin activities in any authorized country in accordance with the applicable terms and conditions of that country.

7.19 Pre-Market International Marketing

An IBO, in preparing for the opening of a new country, prior to the official opening of a country, but after its announcement, may provide business cards and conduct, organize or participate in meetings with no more than five (5) attendees, including the IBO. Other attendees must be personal acquaintances or acquaintances of personal acquaintances. These meetings must be held in a home or a public establishment but may not be held in a private hotel room. IBOs are prohibited from any other Pre-Market conduct, including, but not limited to soliciting persons who are not prior personal acquaintances, importing, selling or distributing Eau Vera products, placing unapproved ads or distributing promotional material, collecting money or other consideration, etc.

7.20 Telemarketing

IBOs may not use automated systems, including, but not limited to robot-dialers and computer-assisted devices, nor may they conduct any telephone, fax, computer or other telemarketing activity that does not comply with the Federal Telephone Customer Protection Act or any other federal and/or state laws pertaining to sales and solicitation via electronic devices.

7.21 Spam

IBOs may not send or transmit unsolicited e-mails or faxes related to Eau Vera via telephone, facsimile, electronic mail or any similar method.

7.22 Third Party Intellectual Property

IBOs may not use the intellectual property, including the trademarks, trade names, service marks or intellectual property of any third party in any promotional materials or online postings without proper license of authorization of the owner of that intellectual property. When third party intellectual property is used with authorization, it must be properly identified as the property of the third party, and the IBO must adhere to any restrictions and/or conditions that the rightful owner of the intellectual property places on its use.

7.23 Privacy

An IBO must respect the privacy of others in any posting or promotion. IBOs are prohibited from using the name, likeness, testimonial, story or information relating to any individual or entity unless authorized to do so. IBOs should never engage in gossip, rumors or speculation with respect to people, entities, products or services. It is never permissible under any circumstances to post any false, misleading or unconfirmed information or statements about anyone, anything or any entity in any forum or media.

7.24 Media

IBOs may not promote Eau Vera or Eau Vera products through interviews with the media, whether audio, video, printed or verbal, regardless of distribution or broadcasting method, whether, private, public, local, national or international, unless specifically authorized in writing by Eau Vera. Media inquiries should immediately be referred to the Eau Vera Marketing Communications Department. Further, unless otherwise authorized, IBOs may not use any form of media or other mass communication or mass advertising to promote Eau Vera or Eau Vera products. This would include, but not be limited to television shows, podcasts, news or promotional pieces on television, radio or the internet, etc.

7.25 Social Media

Eau Vera maintains a public Facebook page and other public social media forums which it uses to invite potential customers and distributors to learn more about Eau Vera. These are not intended to be used by IBOs to promote or sell. IBOs may not attempt to use such social media to otherwise promote, sell or advertise. Eau Vera reserves the right at its sole discretion to remove any non-compliant postings or messages from Eau Vera-controlled social media. Eau Vera may also maintain private or closed social media forums for various purposes including education and open forum discussions. If an IBO is invited to join these password protected groups, that IBO may not allow access or otherwise disseminate the information contained or obtained from a private group

7.26 Other Internet Use

IBOs otherwise complying with these Policies and Procedures may use the Internet, social networking sites, blogs, social media and applications and other sites with content based on user participation as a preliminary step to ultimately drive traffic to their Eau Vera replicated website. The goal of such use should not be to close business through those sites, but only to generate interest in finding out more about Eau Vera or Eau Vera products and services through the replicated website or other Eau Vera approved material.

7.27 Prohibited Advertising or Promotion

Under no circumstances may any IBO ever publish, written or verbally, in any media or forum, post, state, distribute or provide any material or information that could be considered offensive sexually explicit, obscene, pornographic, profane, hateful, threatening, harmful, defamatory, libelous, harassing, racist, discriminatory based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise. Further, an IBO may never publish graphically violent images, solicit unlawful behavior or engage in attacks on any individual group or entity. It shall be at Eau Vera’s sole discretion in determining whether such material is prohibited and the IBO must immediately take down the non-compliant material or face disciplinary action including termination.

7.27 Not-For Resale (or NFR Jurisdictions)

There are certain countries or jurisdiction where residents of that jurisdiction are permitted to import Eau Vera products for personal use only. Eau Vera or Eau Vera products may not otherwise be sold or re-sold in those jurisdictions

7.28 Negative Online Posts

IBOs should not engage or converse online in response to or with respect to negative posts about them. You may report such negative postings to the Eau Vera Compliance Department and if there is anything that can be done, Eau Vera will take appropriate action.

7.29 Implied Approval or Endorsement

An IBO may never state, imply or represent that Eau Vera or Eau Vera products are endorsed, approved or sanctioned by any agency or organization, including, but not limited to the Federal Trade Commission (FTC) or the Food and Drug Administration (FDA). Government regulatory agencies do not approve or endorse any direct selling companies or their products. It is also not permissible to imply the use of or endorsement of Eau Vera products by any non-governmental agency, business, group or celebrity.

Section 8

Sales

8.1 Commercial Outlets

Direct sales are based on personal relationships and Eau Vera strongly encourages the retailing of its products and services through personal contact. Therefore, IBOs may not display or sell Eau Vera products or literature in general retail establishments. IBOs may, however, promote Eau Vera and Eau Vera products through appointment-based establishments such as hair salons, spas or chiropractic offices.

8.2 Trade Shows and Exhibitions

IBOs may display and/or sell Eau Vera products at trade shows or professional expositions. Eau Vera limits this to one IBO per show, so prior, conditional approval must be obtained through the Eau Vera Compliance Department. The Compliance Department will instruct the IBO what is necessary for final approval which will not be unreasonably withheld and will be based on the first fully-completed submission. Eau Vera reserves the right to determine, in its sole discretion, whether a particular trade show or exhibition is inappropriate for displaying any Eau Vera products or material. Swap meets, garage sales, flea markets and similar events are not appropriate venues for the promotion of Eau Vera and its products.

8.3 Inventory

IBOs are not required to carry an inventory of products or sales aids. Those may be purchased as needed to fulfill sales to IBOs or customers. An IBO may wish to carry a certain level of inventory for quicker fulfillment but this is optional and based on an IBO’s individual situation. Nothing in this section shall be construed to prevent IBOs from maintaining reasonable product on hand to service their customers. The purchasing of inventory simply to qualify for bonuses or commissions is prohibited and no IBO should do so or encourage others to do so. Inventory levels should not unreasonably exceed amounts that can be used, sold or consumed within one month.

Section 9

Bonuses and Commissions

9.1 Qualifications

An IBO is responsible for legitimately fulfilling all requirements and/or qualifications as stated in the Eau Vera Compensation Plan. Aside from the requirements and qualifications in the Compensation Plan, IBOs must otherwise be in good standing and in compliance with the terms and conditions of the IBO Agreement and all Policies and Procedures. Eau Vera reserves the right in its sole discretion, to change, amend, modify or revise the Compensation Plan as appropriate. Any dispute as to whether a given requirement or qualification was met or achieved by an IBO will be resolved at the sole discretion of

Eau Vera.

9.2 Check Processing

If an IBO chooses to receive a paper check, rather than electronic processing of a commission, bonus or other payment, then a $2.00 check processing fee will apply. Further, no check will issue until the net amount exceeds $10.00. Commissions or bonuses lower than $10.00 will accrue and will not be forfeited so long as an IBO remains active and in good standing.

9.3 Replacement Checks

Any check having to be replaced or reissued through no fault of Eau Vera, shall be subject to a $35.00 charge.

9.4 Adjustments and Clawbacks

Eau Vera reserves the right to withhold, adjust or deduct commissions or bonuses from any IBO as necessary. This may be due to returned products, cancelled orders, orders with invalid payments, product buybacks, or qualification rollbacks (where a certain level is no longer achieved based on returned, cancelled or invalid orders). Deductions may continue for multiple periods until the full amount is recovered.

9.5 Unclaimed Commissions

Any commission, bonus or other payment shall be void if not used or negotiated within six months from issuance. IBOs are responsible for negotiating any payment within six months. Further, account credits must be used within six months. Payments may be reinstated for valid reason at Eau Vera’s sole discretion, but a $25 charge will apply.

9.6 Incentive Trips and Awards

Eau Vera may, in its sole discretion, provide incentive trips and other awards to qualified IBOs. Eau Vera will determine the guidelines and criteria for such awards. Those awards cannot be deferred, will have no cash value and, if required, Eau Vera will issue a 1099 for the applicable amount. Eau Vera, other than providing the applicable award, will not be responsible for any additional costs, fees or expenses incurred by an IBO with respect to such award. The IBO will indemnify, defend and hold Eau Vera harmless from any claim, injury, loss or damages sustained by IBO or guest of IBO with respect to participation in such trip or award.

9.7 70 Percent Rule

Eau Vera does not encourage nor does it require inventory loading or large inventory purchases. Therefore, in order to remain qualified to receive commissions or bonuses, IBOs must certify before placing a product order, that they have used, sold or consumed at least 70 percent of products previously purchased. This rule is not intended to discourage the maintaining of reasonable inventory to best service your retail customers.

9.8 Retail Customer Rule

In order to stay qualified for any commissions or bonuses payable under the Eau Vera Compensation Plan, IBOs must make retail sales, either directly or through Eau Vera, to ten retail customers each month. All IBOs must keep records of such sales and may be subject to audit and verification.

Section 10

Product Ordering

10.1 Purchasing Product

IBOs should purchase products directly from Eau Vera under his/her IBO number. IBOs are not required to purchase any specific amount of product or level or inventory. Any purchases made from other sources are prohibited and the IBO will not receive credit for sales volume associated with that order

10.2 General Ordering Policies

It is the IBOs responsibility to ensure that all orders, through mail, internet, telephone or otherwise, contain valid and proper payment. When there is improper or invalid payment, Eau Vera will make reasonable attempts to obtain valid payment, but if such payment is not received within 5 business days, then the order will not be processed. There are no payment plans, nor are charge-on- delivery, C.O.D. or other deferred payment methods available or accepted.

10.3 Shipping and Back Orders

Eau Vera always makes its best effort to expeditiously ship orders. If, however, an ordered item is out of stock, it will be placed on back order and shipped when received into Eau Vera inventory. Eau Vera will notify IBOs if there will be an unreasonable delay and, if so, IBOs will have the opportunity to cancel or revise the order. Keep in mind that no volume credit will be received, nor will commissions be paid, on cancelled orders.

10.4 Shipment Confirmation

Eau Vera takes pride in achieving the highest level of shipping efficiency and in the rare situations that there is an error in shipping, will take all reasonable steps to resolve the problem. It is the IBO’s or recipient’s responsibility, however, to confirm that a product shipment matches the shipping invoice and is undamaged. IBOs must immediately notify Eau Vera of any shipping discrepancy or damage, but in no event can notice to Eau Vera exceed thirty days from shipment. IBOs who wait longer than thirty days to notify Eau Vera will be deemed to have waived the right to any correction of a shipping problem.

10.5 Customer Payment

IBOs should not hold or accept monies from Retail Customers to be held in anticipation of future orders.

10.6 Insufficient Funds

IBOs are responsible for ensuring that there are sufficient funds or credit available in his/her account to cover any monthly Autoship order or subscription. Eau Vera is not obligated to contact IBOs for any scheduled Autoship order or subscription that does not process due to invalid or insufficient payment. Cancelled or unprocessed orders may result in failure to qualify at a given level. Eau Vera reserves the right to charge a fee to cover the re-processing of any order due to invalid payment provided at original time of order.

10.7 Third Party Credit Card Use

IBOs shall not allow other IBOs or Customers to use his/her credit card or other form of payment, nor shall any IBO use or attempt to use another person’s credit card or other form of payment.

10.8 Sales and Use Tax

Eau Vera charges and collects applicable sales and use taxes, based on suggested retail price, on purchases made by IBOs or customers and will remit those taxes collected to the respective state taxing authority. IBOs who choose to accept responsibility for their own sales tax collection and remittance may submit a valid Sales Tax Exemption Certificate and Sales Tax Registration License. Eau Vera in its sole discretion will determine whether such tax exemption papers apply to any given order and no sales tax exemption will ever be retroactive.

Section 11

Product Returns

11.1 Product Guarantee

Eau Vera offers its retail consumers a 30 day guarantee. Product and marketing materials returned within thirty (30) days after the purchase shall receive a 100% refund of the price actually paid, less shipping and handling costs. Consumers must provide any requested documentation relating to the sale and no refund shall apply to promotional products or samples. IBOs must refund any amounts collected by them and not by Eau Vera.

11.2 Inventory Repurchase

An Independent Business Owner who resigns, which resignation must be in writing, may return product or marketing materials purchased within the last six (6) months prior to resignation, or longer if required by law that is otherwise in good condition and resalable subject to Eau Vera’s determination. Upon compliance with all applicable requirements, a full refund, less a 10% restocking fee and shipping and handling costs will be issued by the Company. Any product that cannot be sold or is opened, used, damaged, expired, or within three (3) months of expiration, will not be eligible for a refund. Please allow for up to twenty (20) days from the time that the product is received for the refund to be processed. Eau Vera may withhold or deduct any commissions, bonuses or other compensation earned as a result of qualifications utilizing product now being returned. Distributor Support must be contacted prior to shipping product back, so that you may obtain a Return Merchandise Authorization (“RMA”) number and properly identify the product being returned. The obtaining of an RMA does not mean that the product falls within the repurchase policy. That determination can only be made after product is received by Eau Vera. Eau Vera is not under any obligation to accept any returns not properly identified with an RMA number. Further, Eau Vera is under no obligation to return any products received that do not fall under the repurchase policy.

11.3 Exceptions

Previously paid bonuses or commissions may be reversed or adjusted as a result of the returns, cancellations and at the sole discretion of Eau Vera. Any Commissions paid to the IBO and his/her upline for the product returned by an IBO or customer may be debited from the respective upline IBO’s account or withheld from present or future commission payments. An Independent Business Owner agrees that he or she will not rely on existing downline volume at the close of a commission’s period, as returns may cause changes to his or her title, rank and/or commissions payout.

Section 12

General

12.1 Identification

All IBOs are required to provide, and certify the accuracy of, their Social Security Number, Federal Employer Identification Number, (US & Territory Residents) or equivalent government issued identification number, to Eau Vera on the Independent Business Owner Application and Agreement. Such number will be maintained securely by Eau Vera and is required for proper tax reporting. Upon enrollment, Eau Vera will provide a unique Independent Business Owner Identification Number (IBO number) to the IBO by which he/she will be identified. This number will be used to place orders and track commissions and bonuses.

12.2 Income Taxes

Each IBO is responsible for paying all applicable local, state, and federal taxes on any income generated as a result of his/her Eau Vera business. If an Eau Vera IBO is tax exempt, the applicable federal tax identification number must be provided to Eau Vera. Every year, as required, Eau Vera will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. distributor who: (1) had earnings of over $600 in the previous calendar year; (2) made purchases during the previous calendar year in excess of $5,000; or (3) earned an incentive award trip.

12.3 Business Pursuits Insurance

An Eau Vera IBO is responsible for and may wish to arrange insurance coverage for their independent business. Be advised that a homeowner’s insurance policy typically does not cover business-related injuries or the theft of or damage to inventory or business equipment. Each IBO should contact their insurance agent to make certain that their relevant property is protected. In the U.S., this can often be accomplished with a simple “Business Pursuit” endorsement attached to their present homeowner’s policy. Eau Vera will not be responsible for any losses incurred or suffered by an IBO in the conduct of their Eau Vera or other business.

12.4 Product Liability Coverage

Eau Vera maintains insurance to protect Eau Vera and IBOs against product liability claims. Eau Vera’s insurance policy extends coverage to IBOs so long as they are marketing Eau Vera products in the regular course of conduct and in accordance with Eau Vera policies and applicable laws and regulations. The Eau Vera product liability policy may not extend coverage to claims or actions that arise as a result of an IBO’s misconduct in marketing the products.

12.5 Local Rules, Laws, Ordinances or Regulations

Aside from complying with Eau Vera terms and conditions or policies and procedures, IBOs are responsible for complying with any applicable law, rule, regulation, statute, requirement or ordinance that may apply to their Eau Vera independent business in their applicable jurisdiction, which may be any local area, town, city, county, state or country. It is the IBO’s responsibility to be aware of any such laws or regulations that may apply to them or their business.

12.6 Indemnification

All IBOs agree to indemnify, defend and hold harmless, Eau Vera, its owners, directors, employees, consultants, agents, vendors and associated persons or entities from and against any and all claims, demands, liabilities, losses, costs or expenses arising from the conduct of the IBO in the conducting of any Eau Vera business and/or business or conduct arising out of the IBO Agreement or breach of the Agreement. This includes, but is not limited to, court costs or attorney’s fees asserted against, suffered by or incurred by IBO or any other IBO by reason of, directly or indirectly, arising out of or in any way related to or connected with, allegedly or otherwise; IBO’s activities, IBO’s breach of any terms of the IBO Agreement or IBOs violation or failure to comply with any applicable federal, state or local law, statute, code, regulation or ordinance. This provision shall survive the termination of the IBO Agreement.

12.7 Exclusion of Damages

Eau Vera, it owners, directors, employees, affiliates, consultants and associated persons or entities shall not be liable under any circumstances to any Eau Vera IBO for any exemplary, indirect, consequential, special or punitive damages for any and all claims, demands or actions resulting or arising from the IBO Agreement, the function, operation or lack of function or any equipment, website software, delay of any shipment or an act or omission of any Eau Vera related party, whether based in contract, tort, negligence, strict liability or any other cause of action. Damages will be limited to compensatory damages limited to the amount of legitimately obtained unsold Eau Vera product owned by IBO or the actual amount of commissions or bonuses that may be due.

12.8 Errors or Questions

If an IBO has questions about or believes that any errors have been made regarding commissions, bonuses, genealogy or charges, the IBO must notify Eau Vera within 15 days of the purported error in question. Eau Vera is not responsible for any errors, omissions or problems which are not reported to Eau Vera within 15 days.

Section 13

Dispute Resolution

13.1 IBO Disciplinary Action

If any IBO is found to be in violation or breach of any applicable term, condition, policy, procedure, law or regulation pertaining to the IBO Agreement, Eau Vera, at its discretion, may take one or more of the following actions:

1) Issuance of a warning or admonition;

2) Directing the IBO to make immediate corrective measures;

3) Holding back, in whole or in part, one or more bonus or commission payments;

4) Reversing, in whole or in part, one or more bonus or commission payments;

5) Suspending all rights and privileges of an IBO to conduct Eau Vera business pending final outcome;

6) Cancelling or re-assigning one or more IBOs or customers deemed not to be legitimately acquired by an IBO;

7) Revoking the rights and privileges of a given person or entity with respect to being able to conduct Eau Vera business;

8) Terminating an IBO or associated IBO;

9) The seeking of monetary and/or equitable relief in a court or proceeding of appropriate jurisdiction;

10) Any other measure or action required to provide an appropriate remedy for injuries caused partially or exclusively by the conduct of the IBO

13.2 Change of Sponsor (Enroller)

Change of Sponsorship or Enroller is not permitted except to correct reasonable errors or mistakes. If there is a dispute as to the proper sponsor/enroller of an IBO, then it shall be resolved and determined by Eau Vera in its sole discretion. IBOs otherwise in good standing who voluntarily resign and remain inactive for six months may reapply under a new sponsor with no rights to any former downline or privileges.

13.3 Change of Placement

Change of Placement Sponsor may only be done within 3 business days of placement and only to correct errors or mistakes in the placement sponsorship.

13.4 Arbitration

IBOs must attempt to resolve any dispute under this Agreement in an amicable and reasonable way directly with Eau Vera. If an IBO feels additional actions are necessary, then all IBOs agree that any claim, dispute and/or legal action surrounding the terms and conditions of this Agreement shall be resolved solely and exclusively by arbitration in accordance with the Federal Arbitration Act and under the rules and auspices of the American Arbitration Association (AAA). Any arbitration shall be held in Delaware County in the State of Pennsylvania, under the Commercial Arbitration Rules of the AAA and conducted by a single arbiter who is an attorney with knowledge of direct sales. Such arbitration shall be governed by the laws of the State of Pennsylvania, excluding those relating to conflicts of law. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties. This arbitration clause shall survive any termination of the IBO Agreement.

13.5 No Class or Group Actions, Lawsuits or Arbitration

IBOs agree that there will be no group, mass or class arbitrations or other litigation stemming from the IBO Agreement for any reason. Any arbitration stemming from the IBO Agreement shall be conducted solely between the individual IBO and Eau Vera based on the specific allegations and facts applying to that IBO. Further, IBOs agree to keep any arbitration proceeding confidential and not to disclose any aspect of any arbitration except as required by law.

13.6 Injunctive Relief

The arbitration clause notwithstanding, nothing in the IBO Agreement or these Policies and Procedures shall prevent Eau Vera from seeking appropriate equitable or injunctive relief in a court of law. The IBO acknowledges that the breach of certain portions of the Agreement, including, but not limited to, the protection of confidential or proprietary information and disparagement, would cause irreparable harm to Eau Vera, the amount and extent of which would be difficult to estimate or ascertain through arbitration. Therefore, IBO agrees that Eau Vera shall be entitled to equitable or injunctive relief, through a court of appropriate jurisdiction, without the necessity of posting a bond or other security. Such injunctive or equitable relief shall not be the exclusive remedy available to Eau Vera.

13.7 Attorneys Fees

Each party shall bear its own attorneys fees and any other costs and expenses incurred in the resolution of any dispute without regard to the outcome.

13.8 Jurisdiction and Venue

Arbitration clause notwithstanding, the parties agree that personal jurisdiction and venue for any dispute arising out of or relating to the IBO Agreement, including any challenge to or compelling of arbitration, are proper exclusively in the state and/or federal courts located in the State of Pennsylvania, County of Delaware, and both parties hereby submit to, and waive any objection to, personal jurisdiction or venue in such courts for such purpose.

13.9 Governing Law

Should there be any state or federal court proceedings stemming from the IBO Agreement, then the interpretation and enforcement of the Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Pennsylvania, without giving effect to conflicts of law principles.

13.10 Statute of Limitations

The time within which any IBO may bring any legal action against Eau Vera shall be the shorter of one year, or the applicable statute of limitations for that action. The IBO agrees that any longer statute of limitations will not apply unless otherwise required by law.

Section 14

Inactivity and Termination

14.1 Cancellation/Termination

Any IBO who cancels, resigns or is terminated, whether voluntarily or involuntarily, will no longer have any rights or privileges as an Eau Vera IBO and will be unable to promote Eau Vera products and services, sell Eau Vera products and services or receive any compensation, commissions or bonuses under the Eau Vera Compensation Plan. Further, no terminated IBO may ever represent or misrepresent in or on any forum that he/she is still associated with Eau Vera. A terminated IBO is not authorized to utilize any Eau Vera materials, trademarks, trade names, service marks or copyrighted material, even if such terminated IBO was previously authorized to do so. Eau Vera, at its sole discretion, may hold back any unpaid commissions earned prior to cancellation or termination, if it has reason to believe that any sales or transactions related to such unpaid commissions will be cancelled, reversed, refunded or found to be invalid.

14.2 Non-Renewal

An IBO who fails to complete the renewal process in effect at the appropriate time, including the payment of any renewal fee if applicable, will be deemed to have resigned from Eau Vera, will lose all rights and privileges as an IBO and shall have no right, title, claim or interest to the marketing organization which he/she previously had, and will not be entitled to any commissions or bonuses from the sales generated by the marketing organization or that the non-renewed IBO may have previously been entitled to receive. A non-renewed IBO who was otherwise in good standing and who has remained inactive for at least six months may reapply to become an IBO under any sponsor and starting from scratch, as if they had never been an IBO.

14.3 Termination Due to Inactivity

An IBO has the responsibility to lead his or her marketing organization with the proper example in personal production of sales to end consumers. Without this proper example and leadership, the IBO will lose his or her right to receive commissions from sales generated through his or her marketing organization. Independent Business Owners who personally generate less than $40 in Personal Volume for any pay period will not receive a commission for the sales generated through his or her marketing organization for that pay period. If an Independent Business Owner has not fulfilled his or her Personal Volume requirement for a period of twelve (12) consecutive calendar months, his/ her Agreement shall be cancelled for inactivity and the IBO shall be deemed terminated. The Cancellation will become effective on the day following the last day of the twelfth month of inactivity. Independent Business Owners may reapply as a new Independent Business Owner only after a twelve (12) month period has elapsed from the day of cancellation.

14.3 Involuntary Termination

An IBOs breach of any of the terms of the Agreement may result in any of the actions discussed in Section 13.1, including involuntary termination. Unless otherwise provided for in the termination notice, termination shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the Independent Business Owner’s last known address (or fax number), or his or her attorney, or when the Independent Business Owner receives actual notice of cancellation, whichever occurs first. IBOs involuntarily terminated may not ever reapply to become an IBO as an individual or as part of an entity.

14.4 Voluntary Cancellation

An IBO has the right to cancel the Agreement at any time. Cancellation must be submitted in writing to Eau Vera at its then current business address. The written notice must include the IBO’s signature, printed name, address and IBO number. However, if an Independent Business Owner is not in good standing with the Company at the time Eau Vera receives notice of cancellation, the consequences of an involuntary cancellation may take effect (as per Section 12). Independent Business Owners may reapply as a new Independent Business Owner only after a six (6) month period of complete inactivity has elapsed from the day of cancellation.

Section 15

Definitions

Acceptance means the acceptance by Eau Vera of the application to become an IBO after the completion of an Independent Business Owner Application and Agreement and submission or delivery to Eau Vera via online submission or other delivery service. “Acceptance” shall be deemed to occur when Eau Vera receives and approves an Independent Business Owner Application and Agreement by assigning an IBO number and officially placing the new IBO in the Eau Vera computer system. However, Eau Vera may revoke acceptance at its sole discretion at any time within the first 30 days. Active or Active Independent Business Owner means an IBO who satisfies the minimum Personal Sales Volume requirements for a given time period, as set forth in the Eau Vera Compensation Plan, to ensure that he/she is eligible to receive rebates, bonuses and/or commissions.

Active Rank means the current rank of an IBO, as determined by the Eau Vera Compensation Plan, for a given bonus period. To be considered “Active” relative to a particular rank, an IBO must meet the criteria set forth in the Eau Vera Compensation Plan for his/her respective rank. (See the definition of “Rank” below.)

Agreement means the contract between Eau Vera and each IBO that all IBOs must agree to in order to transact business with Eau Vera. This includes the IBO Application and Agreement, the Eau Vera Policies and Procedures, the Eau Vera Compensation Plan, Autoship Agreement, and the Business Entity Form (where appropriate), all in their current form or as amended by Eau Vera from time to time in its sole discretion. These documents are incorporated by reference into the IBO Agreement and are collectively referred to as and comprise the “Agreement.”

Autoship Agreement means the optional Eau Vera program that automatically ships product to IBOs. Autoship offers convenience but is not required as long as applicable requirements and qualifications are otherwise met.

Breach Breach, Default and Violation mean an actual or alleged transgression or violation of any part of the Agreement.

Cancellation means the termination of an IBO Agreement. Cancellation may be either voluntary or involuntary, through non-renewal, inactivity or disciplinary action.

Commissionable Volume means the value assigned to all Eau Vera products on which commissions and/or bonuses may be paid. Such value may be less than the retail or wholesale price of such product. Business starter kits and sales aids do not contain Commissionable Volume.

Company means Eau Vera.

Customer means Retail Customer. Customers may purchase product for personal use only and may not resell product. An IBO participating in the Eau Vera Compensation Plan is not a Customer.

Retail Customer means a customer who purchases directly from Eau Vera at retail prices and who is not an IBO. Customers may purchase product for personal use only and may not resell product. An IBO participating in the Eau Vera Compensation Plan is not and may not act as a Retail Customer.

Downline means the network of Independent Business Owners and Customers who exist under an Independent Business Ownership. Independent Business Owner understands that (1) Independent Business Owner does not have any ownership or possessory right, title or interest in any downline individual, entity, organization or in any materials generated by Eau Vera or created by Independent Business Owner or any other individual or entity to the extent that it consists, in whole or in part, of any information about Eau Vera downlines or any part of the Agreement; (2) the sole property interest of an Independent Business Owner with respect to downlines is the contractual right to receive commissions as set forth in the Agreement; and (3) that Eau Vera is the sole owner of any and all downline rights, titles, interests and materials.

Downline Activity Report means a monthly report generated by Eau Vera that provides critical data relating to the identities of IBOs, Customers, sales information and enrollment activity of each IBO’s marketing organization. This report contains confidential and trade secret information which is proprietary to Eau Vera and is owned solely by Eau Vera.

Downline Leg A specific chain of IBOs enrolled below an IBO and their respective marketing organizations represent one “leg” in the Independent Business Owner’s marketing organization.

End Consumer (or End-Use Consumer) means a person who purchases Eau Vera products for the purpose of personal consumption rather than that of reselling them to someone else.

Enrolled means the IBOs and Customers who have been signed up as Eau Vera IBOs or Customers by an IBO.

Enroller means the IBO who enrolls or sponsors a new IBO or Customer into Eau Vera. The enroller may “place” the new IBO or Customer under himself or herself, or may place the new IBO or Customer under any eligible downline IBO. The person whom the new IBO or Customer is placed under is the new Independent Business Owner’s “placement sponsor.” The same IBO may be a new Independent Business Owner’s “Enroller” and “Placement Sponsor.” See the definition of “Placement Sponsor” below.

Group Sales Volume (GV) means the commissionable value of the Eau Vera product sales generated by an IBO’s marketing organization. Group Sales Volume does not include the Personal Sales Volume (PV) of the subject IBO nor does it include and starter kits or non-product sales aids.

Immediate Household means heads of household and dependent family members residing at the same house.

Independent Business Owner means an independent contractor who has signed and completed the official Eau Vera Independent Business Owner Application and Agreement and whose Agreement has been accepted by Eau Vera. May also be referred to as an IBO. An IBO is required to meet certain qualifications and is responsible for the training, motivation, support and development of the IBOs in their respective marketing organization. IBOs are entitled to purchase Eau Vera products at wholesale prices, enroll Customers and new IBOs, and participate in the Compensation Plan. Preferred Customers and Direct Retail Customers are not Independent Business Owners.

Level means the layers of downline IBOs in a particular IBOs marketing organization. This term refers to the relationship of an IBO relative to a particular upline IBO, determined by the number of IBOs between them who are related by sponsorship. For example, if A is the sponsor of B, B is the Sponsor of C, C is the sponsor of D, and D is the sponsor of E, then E is on A’s fourth level.

Marketing Organization means the Independent Business Owners and Customers who are enrolled or sponsored below a particular Independent Business Owner or Customer.

Official Eau Vera Material means literature, audio or digital recordings and other materials developed, printed, published and distributed by Eau Vera to Independent Business Owners.

Qualifying Sales Volume (QV) means the commissionable value of Eau Vera products generated by an Independent Business Owner’s marketing organization, including the Independent Business Owner’s Personal Sales Volume (PV).

Personal Production means selling product to an end consumer for personal use.

Personal Sales Volume (PV) means the commissionable value of products sold in a calendar month: (1) shipped by Eau Vera to an Independent Business Owner; and/or (2) shipped by Eau Vera to the Independent Business Owner’s personally enrolled Direct Retail Customers and Preferred Customers.

Placement (sometimes referred to as Sponsor or Placement Sponsor) means an Independent Business Owner or Customer under whom the enroller places a new Independent Business Owner or Customer.

Rank means the title that an Independent Business Owner has achieved pursuant to the Eau Vera Compensation Plan.

Cross Recruit means, actually or attempting to solicit, enroll, encourage or attempt to influence in any other way, either directly or through a third party, another Eau Vera Independent Business Owner or Customer, Direct or Retail, to enroll or participate in another multilevel marketing, network marketing, direct sales or affiliate program opportunity. This conduct constitutes cross recruiting even if the Independent Business Owner’s actions are in response to an inquiry made by another Independent

Business Owner or Customer.

Restockable and Resalable means products and sales aids when returned to Eau Vera, if each of the following elements is satisfied: (1) they are unopened and unused; (2) packaging and labeling has not been altered or damaged; (3) the product and packaging are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; (4) products are returned to Eau Vera within thirty (30) days from the date of purchase; (5) the product expiration date has not elapsed; and (6) the product contains current Eau Vera labeling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued or as a seasonal item shall not be resalable.

Retail Profit means the difference between the wholesale price (as defined below) of products and the retail price an Independent Business Owner receives for products when they are resold.

Roll-Up means the method by which a vacancy is filled in a marketing organization left by an IBO or Preferred Customer whose respective Agreement has been cancelled.

Business Starter kit means a selection of Eau Vera training materials and business support materials that can assist each new Independent Business Owner in the promotion of their Eau Vera independent business. This purchase may be optional in some states and is not commissionable.

Suggested Retail Price (SRP) means the price at which Eau Vera suggests Independent Business Owners promote or sell a particular product or materials to retail customers.

Upline means the Independent Business Owner(s) above a particular Independent Business Owner in a sponsorship line or enrollment line up to the Company. Conversely stated, it is the line of sponsors or enrollers that links any particular Independent Business Owner or Customer to the Company.

Wholesale or Wholesale Price means the price of the products that is paid to the Company by IBOs. The wholesale price is also called the IBO Cost. All commissions and/or bonuses are paid on Commissionable Volume of Eau Vera products, regardless of wholesale or retail pricing.

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