Policies & Procedures

REZEALIANT LIVING
POLICIES & PROCEDURES
(Affiliates) As Amended 07/30/13

SECTION 1 – CORPORATE MISSION STATEMENT
Our success as a company is defined by how we positively impact the lives of those we have the opportunity to serve.
Our mission and vision at Rezealiant Living is to provide health-enhancing nutritional products, education, training, and income opportunity - empowering each individual to experience resilient health, wellness, and financial freedom.

SECTION 2 – INTRODUCTION

2.1 – Policies and Compensation Plan Incorporated into Affiliate Agreement

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

The Affiliate Agreement constitutes the entire contract between Rezealiant Living and the Independent Affiliates. Any promises, representations, offer, or other communications not expressly set forth in the Affiliate Agreement are of no force and effect.

2.2 – Purpose of Policies

Rezealiant Living is a direct sales company that markets through Independent Distributors and Independent Affiliates (hereafter referred to as “Affiliates”). It is important to understand that your success is dependent upon the integrity of the men and women who market our Products. To clearly define the relationship that exists between Affiliates and Rezealiant Living, and to explicitly set a standard for acceptable business conduct, Rezealiant Living has established the Agreement.

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

2.3 – Changes to the Agreement

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

2.4 – Delays

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

2.5 – Policies and Provisions Severable

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

2.6 – Waiver

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

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

2.7 – Limitation of Liability

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

a) The Affiliate’s breach of the Affiliate Agreement (including these Policies and Procedures);

b) The improper promotion or operation of a Rezealiant Living business by an Affiliate and any activities related thereto (e.g., the presentation of Rezealiant Living’s Products or Marketing and Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.);

c) Any incorrect or wrong data or information provided by an Affiliate to Rezealiant Living; or,

d) The Affiliate’s failure to provide any information or data necessary for Rezealiant Living to operate its business.

SECTION 3 – BECOMING AN AFFILIATE

3.1 – Requirements to Become an Affiliate

To become a Rezealiant Living Affiliate, each applicant must:

a) Be of the age of majority in his or her state of residence;

b) Reside in the United States or U.S. Territories;

c) Have and provide a valid Social security or Federal Tax ID number:

d) Purchase a Rezealiant Living Affiliate Center (Back-Office); and

e) Submit a properly completed Affiliate Application and Agreement to Rezealiant Living.

f) The Company reserves the right to reject any applications for a new Affiliate

3.2 – New Affiliate Registration

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

3.3 – Affiliate Benefits

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

a) Resell Rezealiant Living Products, which are described on the Rezealiant Living Web site and in the Product Catalog, and profit from these sales;

b) Earn Affiliate Commissions from direct referral sales of Rezealiant Living Products.

c) Receive periodic Rezealiant Living Literature and other Rezealiant Living communications;

d) Participate in Rezealiant Living-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and

e) Participate in promotional and incentive contests and programs sponsored by Rezealiant Living for its Affiliates.

SECTION 4 – OPERATING A REZEALIANT LIVING BUSINESS

4.1 – Advertising

4.1.1 – In General

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

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

4.1.2 - Indemnification

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

4.1.3 – Product Claims

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

4.1.4 – Product Advice

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

4.1.4.1

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

4.1.4.2

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

4.1.4.3

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

4.1.4.4

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

a) The diagnosis, mitigation, treatment, cure, or prevention of a specific disease or class of diseases;

b) The ingredients in the Products (except the ingredients described on the label of the Product and in the Rezealiant Living Catalogue);

c) The safety of the Products, including that the Products have no side effects or that the Products are non-toxic;

d) The testing of the Products; and

e) The use of the Products in weight loss.

4.1.4.5

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

4.1.5 – Marketing and Advertising Approval

Rezealiant Living Affiliates must submit ALL Advertising, Marketing, Recruiting Materials and/or Documents, including, but not limited to, Internet and Web site content, including blogs, chat rooms and/or video sharing Web sites, print, radio and/or TV advertising copy, audio transcripts, promotional materials, signs, bumper stickers, flyers, Product literature, brochures, sales aids, T-Shirts, hats, pens, magnets, stationary, and all other literature used for Advertising, Marketing and/or Recruiting, to the Company for written approval prior to the use of any of the above forms of Advertising, Marketing and/or Recruiting materials before they are released to the public in any manner. ALL advertising must include the words “Rezealiant Living Independent Affiliate” or the “Rezealiant Living Affiliate Logo.” Unless the Affiliate receives specific written approval to use any Advertising, Marketing, Recruiting Materials and/or Documents submitted for approval, the request shall be deemed denied.

Affiliates may NOT advertise the sale of Rezealiant Living Product(s) below the online standard customer/Affiliate Price of each Product being sold as determined by the company. Affiliates may advertise or facilitate the sell of Product(s) on Internet Web sites where an auction is the mode of selling or buying (e.g., eBay) but ONLY at the published price (or higher) of each Product being sold as determined by the company. an Affiliate may NOT use a third party to place Product(s) on auction Web sites. The provisions of this section survive the termination of this Agreement.

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

4.1.6 – Affiliate Web Sites

If an Affiliate desires to utilize an Internet Web page to promote his or her business, he or she may do so through the company’s replicated Web site program. Alternatively, Affiliates may develop their own Web pages. Affiliates who develop or publish their own Web sites must register their sites(s) with the company and receive written approval from the company prior to the sites(s) being made available on the Internet or to the public. The failure to register a private, personal and/or non-Rezealiant Living replicated Web site constitutes a material breach of these Policies and Procedures.

4.1.7 – Domain Names and E-Mail Addresses

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

4.1.8 – Trademarks and Copyrights

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

4.1.9 – Corporate Updates

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

4.1.10 – Spamming and Unsolicited Faxes

Except as provided in this section, Affiliates may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or “spam” relative to the operation of their Rezealiant Living business. The terms “unsolicited faxes” and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting Rezealiant Living, its Products, its compensation plan or any other aspect of the company that is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person’s prior express invitation or permission; or (b) to any person with whom the Affiliate has an established business or personal relationship.

The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two-way communication between an Affiliate and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding Products offered by such Affiliate; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

4.1.11 – Universal Spam Policy

Rezealiant Living has a no tolerance Spam Policy. Your Business account will be immediately terminated if you send spam in any form. Spam is defined as unsolicited mass email to persons with whom you do not have a business or personal relationship or who have not requested (opted-in to) your mailing list, or specifically requested information.

The Rezealiant Living Universal Spam Policy is binding for all of who have been approved to participate in our business Program. It is each business participant responsibility to carefully follow all policy guidelines regarding spam activities. It is the responsibility of each business participant to follow the policies regarding use of spam in marketing practices.

Individuals may participate and use our site and marketing materials as long as they agree to abide by our Policies and Procedures, and our Universal Spam Policy. We prohibit spamming and unethical marketing activities in any form.

The following are some examples of spamming that may violate the Rezealiant Living Policies and Procedures and our Universal Spam Policy:

g) Manipulating identifiers, such as email headers, to disguise the origin of any content transmitted to or through Rezealiant Living computer systems.

e) Relaying email from a third party's mail servers without the permission of that third party.

f) Using (or causing to be used) Rezealiant Living computer systems or servers to facilitate the transmission of unsolicited or unauthorized material. This includes any promotional materials, URLs, "junk mail," "chain letters," "pyramid schemes," or any other form of unauthorized solicitation that you may upload, post, email, transmit, or otherwise make available.

g) Using "robots" or otherwise harvesting other's email addresses from the Rezealiant Living website for purposes of sending unsolicited or unauthorized material.

h) Uploading, posting, emailing, or transmitting the same message, URL, or post multiple times.

i) Disrupting the normal flow of dialogue, or causing the screen to "scroll" faster than other users of the service are able to type, or otherwise acting in a manner that negatively affects other users' ability to engage in real-time exchanges.

Violations of Rezealiant Living Policies and Procedures or our Spam Policy may result in immediate termination of your Business account, without notice, as-well-as legal action against you. Nothing in this policy is intended to grant any right to transmit email to, or through, Rezealiant Living computer systems. Rezealiant Living does not waive any rights by the failure to enforce this policy in every instance in which it might apply.

NOTICE: Sending unsolicited email advertisements to or through Rezealiant Living computer systems are a violation of the Rezealiant Living Policies and Procedures, Rezealiant Living Universal Spam Policy, and certain federal and state laws. Such violations may subject the sender and his or her agents to civil and criminal penalties.

4.1.12 – Media and Media Inquiries

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

4.1.13 – Affiliate Release

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

4.2 – Business Entities

A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a Rezealiant Living Affiliate by submitting its Certificate of Incorporation, Articles of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to Rezealiant Living, along with a properly completed Business Entity Registration form. If an Affiliate enrolls online, the Entity Documents and Business Entity Registration Form must be submitted to Rezealiant Living within 30 days of the online enrollment. (If not received within the 30-day period, the Affiliate Agreement may be terminated.) A Rezealiant Living business may change its status under the same sponsor from an individual to a partnership, corporation or trust, or from one type of entity to another. There is a $25 fee for each change requested, which must be included with the written request and the completed Affiliate Application and Agreement. The Business Entity Registration form must be signed by all of the shareholders, Affiliates, partners or trustees. Affiliates of the entity are jointly and severally liable for any indebtedness or other obligation to Rezealiant Living.

4.3 – Changes to Your Rezealiant Living Business

4.3.1 – In General

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

4.3.2 – Addition of Co-Applicants

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

4.4 – Trade Shows, Expositions and Other Sales Forums

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

4.5 – Corporate Meetings or Functions

4.5.1 – Photo/Video Release

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

4.5.2 – Participant Non-Disruption

Affiliates agree not to disrupt, question, argue, nor otherwise cause any kind of disruption or disturbance at the Rezealiant Living Corporate sponsored meeting(s). Behavior constituting “disruptive behavior” is at the sole determination of Rezealiant Living. If an Affiliate engages in disruptive behavior of any kind, he or she may be held liable for damages and agree that he or she may be ejected from the event.

Affiliates agree to hold Rezealiant Living and its security and hotel or facility staff completely harmless from any injury or other claimed damage that may result before, during or after the eviction process.

4.5.3 – Participant Non-Disclosure Agreement

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

4.6 – Conflicts of Interest

4.6.1 – Non-solicitation

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

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

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

4.6.2 – Downline Activity Reports

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

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

b) Directly or indirectly disclose his or her password or other user access code to his or her Downline Activity Report;

c) Use the information to compete with Rezealiant Living or for any purpose other than promoting his or her Rezealiant Living business;

d) Recruit or solicit any Affiliate of Rezealiant Living listed on any report, or in any manner attempt to influence or induce any Affiliate of Rezealiant Living, to alter their business relationship with Rezealiant Living; or

e) Use or disclose to any person, partnership, association, corporation, or their entity any information contained in any Downline Activity Report.

f) Upon demand by the Company, any current or former Affiliate will return the original and all copies of Downline Activity Reports to the Company.

4.7 – Errors or Questions

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

4.8 – Excess Inventory Purchases Prohibited

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

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

4.9 – Governmental Approval or Endorsement

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

4.10 – Identification

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

4.11 – Income Taxes

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

a) Had earnings of over $600 in the previous calendar year; or

b) Made purchases during the previous calendar year in excess of $5,000.

c) Each Affiliate is responsible for paying local, state/provincial, and federal taxes on any income generated as an Independent Affiliate. If a Rezealiant Living business is tax exempt, the Federal tax identification number must be provided to Rezealiant Living.

d) While Rezealiant Living does provide a generous compensation plan and business opportunity based on the efforts of its Affiliates, tax benefits associated with a home-based business should come under the supervision of a qualified CPA or Tax Advisor, and any reference to tax benefits is NOT permitted on any Rezealiant Living Affiliate Web site and/or any Marketing or Advertising materials of any kind.

4.12 – Independent Contractor Status

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

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

Affiliate’s Name

Rezealiant Living Independent Affiliate

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

4.13 – Insurance

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

4.14 – International Marketing

4.14.1

Because of critical legal and tax considerations, Rezealiant Living must limit the RE-SALE of Rezealiant Living Products and the presentation of the Rezealiant Living business opportunity to prospective Customers and Affiliates located within the United States and U.S. Territories, only. Moreover, allowing a few Affiliates to conduct business in markets not yet opened by Rezealiant Living would violate the concept of affording every Affiliate the equal opportunity to expand internationally. Accordingly, Affiliates are authorized to sell Rezealiant Living Products and enroll Affiliates only in the countries in which Rezealiant Living is authorized to conduct business, as announced in official company literature.

4.142

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

4.14.3

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

4.14.4

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

4.14.5

Determination of when Products or sales aids may be sold in a foreign country or when Affiliates may establish a marketing organization in a foreign country is at the sole discretion of Rezealiant Living.

4.15—Adherence to Laws and Ordinances

4.15.1 – Local Ordinances

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

4.15.2 – Compliance With Federal, State, and Local Laws

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

4.16 – Minors

A person who is recognized as a minor in his/her state of residence may not be a Rezealiant Living Affiliate. Affiliates shall not enroll or recruit minors into the Rezealiant Living program.

4.17 Rezealiant Living Businesses Per Household

Any household may not have more than One (1) Affiliate Business and One (1) Affiliate Business. Each business position must have the same sponsor (outside the household) and can not be sponsored by one of your own positions.

4.17.1 – Actions of Household Affiliates of Affiliated Individuals

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

4.18—Re-packaging and Re-labeling Prohibited

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

4.19—Requests for Records

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

4.20—Roll-up of Marketing Organization

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

4.21—Sale, Transfer or Assignment of Rezealiant Living Business

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

a) Protection of the existing line of sponsorship must always be maintained so that the Rezealiant Living business continues to be operated in that line of sponsorship.

b) The buyer or transferee must be (or must become) a qualified Rezealiant Living Affiliate. If the buyer is an active Rezealiant Living Affiliate, he or she must first terminate his or her Rezealiant Living business simultaneously with the purchase, transfer, assignment or acquisition of any interest in the new Rezealiant Living business.

c) Before the sale, transfer or assignment can be finalized and approved by Rezealiant Living any debt obligations the selling Affiliate has with Rezealiant Living must be satisfied.

d) The selling Affiliate must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer, or assign a Rezealiant Living business.

e) Prior to selling a Rezealiant Living business, the selling Affiliate must notify the Customer Service Department of his or her intent to sell the Rezealiant Living business. No changes in line of sponsorship can result from the sale or transfer of a Rezealiant Living business.

4.22—Separation of a Rezealiant Living Business

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

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

a) One of the parties may, with consent of the other(s), operate the Rezealiant Living business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize Rezealiant Living to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

b) The parties may continue to operate the Rezealiant Living business jointly on a “business-as-usual” basis, whereupon all compensation paid by Rezealiant Living.

c) International will be paid in the joint names of the Affiliates or in the name of the entity to be divided as the parties may independently agree between themselves.

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

4.23—Sponsoring

All active Affiliates in good standing have the right to sponsor and enroll others into Rezealiant Living. Each prospective Affiliate has the ultimate right to choose his or her own Sponsor. If two Affiliates claim to be the Sponsor of the same new Affiliate, the new Affiliate shall have 60 days to inform the Company who the Sponsor should be. Thereafter, the Company shall regard the first application received by the Company as controlling.

4.24—Stacking

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

4.25—Succession

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

a) Execute a new Affiliate Agreement

b) Comply with terms and provisions of the Agreement; and

c) Meet all of the qualifications for the deceased Affiliate’s status.

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

4.25.1 – Transfer Upon Death of an Affiliate

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

4.25.2 – Transfer Upon Incapacitation of an Affiliate

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

SECTION 5 – RESPONSIBILITIES OF Affiliates

5.1 – Change of Address or Telephone

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

5.3 – Non-disparagement

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

5.4 – Reporting Policy Violations

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

SECTION 6 – SALES REQUIREMENTS

6.1 – Territory Restrictions

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

6.2 – Sales Receipts

All Affiliates must provide their retail Customers with two copies of a sales receipt at the time of the sale. Affiliates must maintain all retail sales receipts for a period of two years and furnish them to Rezealiant Living at the company’s request. Records documenting the purchases of Affiliates’ Direct Customers will be maintained by Rezealiant Living. If a sale qualifies as a “door-to-door” sale, Affiliates must ensure that the following information is contained on each sales receipt:

1) The date of the transaction;

2) The date (not earlier than the third business day following the date of the transaction) by which the buyer may give notice of cancellation; and

3) Name and address of the selling Affiliate;

4) ReAffiliate that customers must receive two copies of the sales receipt. In addition, Affiliates who make “door-to-door” sales must orally inform the buyer of his or her cancellation rights.

5) For the purposes of these Policies and Procedures, a “door-to-door” sale means a sale or contract for sale of consumer goods or services with a purchase price of $25 or more, in which the buyer’s agreement or offer to purchase is made at a place other than the place of business of the seller (e.g., sales at the buyer’s residence or at facilities rented on a temporary or short-term basis, such as hotel or motel rooms, convention centers, fairgrounds and restaurants, or sales at the buyer’s workplace). The phrase “consumer goods or services” is defined as “goods or services purchased, regardless of the purpose for which they are taken.” Thus, whether a transaction involves “consumer goods or services” will depend upon the ultimate purposes of the purchaser.

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

a) Made pursuant to prior negotiations in the course of a visit by the buyer to a retail business establishment having a fixed permanent location where the Products are exhibited for sale on a continuing basis; or

b) Conducted and consummated entirely by mail or telephone, and without any other contact between the buyer and the seller or its representative prior to delivery of the Products or performance of the services.

SECTION 7 – BONUSES AND COMMISSIONS

7.1 – Commission Qualifications

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

7.2 – Adjustment to Bonuses and Commissions

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

7.3 – Unclaimed Commission Checks

Affiliates must deposit or cash commission and bonus checks within six (6) months from their date of issuance. A check that remains uncashed after six months will be void. There shall be a $15.00 charge for reissuing a check, deducted from the balance owed to the Affiliate.

7.4 – Online and Telephonic Activity Reports

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

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

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

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

SECTION 8 – PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE

8.1 – Product Guarantee

8.1.1 – Returns by First Time Direct Customers – Initial Purchase

Rezealiant Living offers a Special unconditional sixty (60) Day Money-Back guarantee to First Time Direct Customers on their Initial Purchase of any Rezealiant Living Product, including original Shipping and Handling charges. If, on his or her Initial Purchase, a First Time Direct Customer is dissatisfied with any Rezealiant Living Product for any reason, he or she may return that Product to the Company within sixty (60) days, for a replacement, exchange or full refund of the purchase price.

8.1.2 – Returns by Direct Customers – Subsequent Purchases

If a Direct customer is dissatisfied with any Rezealiant Living product purchased subsequent to his or her Initial Purchase, he or she may return that unopened Product to the Company within thirty (30) days, for a replacement, exchange or a full refund of the purchase price, less any Shipping and Handling charges.

8.1.3 – Returns by New Affiliates – Initial Purchase (Products Purchased for Personal Consumption)

Rezealiant Living offers a Special Sixty (60) Day Money-Back Guarantee to New Affiliates on their Initial Purchase of any Rezealiant Living Product purchased for personal use, less original Shipping and Handling charges. If, on his or her Initial Purchase, a New Affiliate is dissatisfied with any Rezealiant Living Product purchased for personal use, the Company offers a 100% 60-day money-back guarantee. This guarantee is limited to $300.00 for New Affiliates.

8.1.4 – Returns by Affiliates – Subsequent Purchases (Products Purchased for Personal Consumption)

If an Affiliate is dissatisfied with any Rezealiant Living Product purchased subsequent to his or her Initial Purchase, he or she may return that Product to the company within thirty (30) days, for a replacement, exchange or a full refund of the purchase price, less any Shipping and Handling charges. This guarantee is limited to $300.00 for Affiliates.

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

If an Affiliate wishes to return merchandise exceeding $300.00 purchased subsequent to his or her Initial Purchase, in any 12-month period, the return will be deemed an inventory repurchase and the company shall repurchase the inventory pursuant to the terms of Section 8.2, and the Affiliate’s Business Account(s) may be terminated.

8.1.6 – Returns by Affiliates (Products Returned by Personal Retail Customers)

If a Personal Retail Customer returns a Product to the Affiliate from whom it was purchased, the Affiliate may return it to the company for an exchange or refund. All Products returned by Personal Retail Customers must be returned to the Company within 10 days from the date on which it was returned to the Affiliate. Along with the Sales Receipt that the Affiliate gave to the Customer, the Affiliate must provide the Customer’s name and telephone number, the reason for the return, and the Customer’s signature to the Company along with the return.

8.2 – Return of Inventory and Sales Aids by Affiliates

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

8.2.1 – Montana Residents

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

8.3 – Procedures for All Returns

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

a) All merchandise must be returned by the Affiliate or Customer who purchased it directly from Rezealiant Living.

b) All Products to be returned must have a Return Authorization Number which can be obtained by calling the Affiliate Services Department. This return Authorization Number must be written on each carton returned. The return is accompanied by:

1) A completed and signed Consumer Return Form;

2) A copy of the original dated retail Sales Receipt; and

3) The unused portion of the Product in its original container.

c) Proper shipping carton(s) and packing materials are to be used in packaging the Product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to Rezealiant Living shipping pre-paid. Rezealiant Living does not accept shipping-collect packages. The risk of loss in shipping for returned Product shall be on the Affiliate. If returned Product is not received by the Company’s Distribution Center, it is the responsibility of the Affiliate to trace the shipment.

d) If an Affiliate is returning merchandise to Rezealiant Living that was returned to him or her by a personal retail Customer, the Product must be received by Rezealiant Living within ten (10) days from the date on which the retail Customer returned the merchandise to the Affiliate. It must be accompanied by the sales receipt the Affiliate gave to the Customer at the time of the sale.

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

SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 – Disciplinary Sanctions

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

a) Issuance of a written warning or admonition;

b) Requiring the Affiliate to take immediate corrective measures;

c) Imposition of a fine, which may be withheld from bonus and commission checks;

d) Loss of rights to one or more bonus and commission checks;

e) Rezealiant Living may withhold from an Affiliate, all or part of, the Affiliate’s bonuses and commissions during the period that Rezealiant Living is investigating any conduct allegedly violating the Agreement. If an Affiliate’s business is cancelled for disciplinary reasons, the Affiliate will not be entitled to recover any commissions withheld during the investigation period;

f) Suspension of the individual’s Affiliate Agreement for one or more pay periods;

g) Involuntary termination of the offender’s Affiliate Agreement;

h) Any other measure expressly allowed within any provision of the Agreement or that Rezealiant Living deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Affiliate’s policy violation or contractual breach;

i) In situations deemed appropriate by Rezealiant Living, the Company may institute legal proceedings for monetary and/or equitable relief.

9.2 – Grievances and Complaints

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

9.3 – Arbitration

Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If an Affiliate wishes to bring an action against Rezealiant Living for any act or omission relating to or arising from the Agreement, such action must be brought within one year form the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within one year shall bar all claims by Affiliate against Rezealiant Living for such act or omission. Affiliate waives all claims that any other statute of limitation applies. Affiliates waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Cedar City, Utah, unless the laws of the state in which an Affiliate resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. The parties shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Association provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of the Agreement.

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

9.4 – Governing Law, Jurisdiction and Venue

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

SECTION 10 – ORDERING

10.1 – Direct Customers

Affiliates are encouraged to promote Rezealiant Living’s direct customer program to retail customers. The Direct Customer Program allows retail Customer to purchase their Products directly from Rezealiant Living through an Affiliate’s replicated Web site. Direct Customers may not place an order except at an Affiliate’s Rezealiant Living replicated Web site.

10.2 – Purchasing Rezealiant Living Products

Each Affiliate should purchase his or her Products directly from Rezealiant Living online only.

10.3 – Shipping and Back Order Policy

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

10.4 – Confirmation of Order

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

SECTION 11 – PAYMENT AND SHIPPING

11.1 – Deposits

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

11.2 – Insufficient Funds

It is the responsibility of each Affiliate to ensure that there are sufficient funds or credit available in his or her account to cover the monthly Auto Ship order. Rezealiant Living will not contact Affiliates regarding orders cancelled due to insufficient funds or credit. This may result in an Affiliate’s failure to meet his or her Personal Volume requirements for the month.

11.3 – Restrictions on Third Party Use of Credit Cards and Checking Account Access

Affiliates shall not permit other Affiliates or Customers to use his or her Credit Card, or permit debits to their Checking Accounts to enroll, or to make purchases from the company.

11.4 – Sales Taxes

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

SECTION 12 – INACTIVITY AND CANCELLATION

12.1 – Effect of Cancellation

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

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

12.2 – Cancellation Due to Inactivity

Affiliates who personally produce less than $40.00 of personal volume for any pay period will not receive a commission for the sales generated through their marketing organization for that pay period. If an Affiliate has not fulfilled his or her personal sales requirements for a period of six (6) consecutive calendar months (and thus become “inactive”), his or her Affiliate Business shall be cancelled for inactivity. Rezealiant Living will not provide written confirmation of the cancellation.

12.3 – Involuntary Cancellation

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

12.4 – Voluntary Cancellation

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

SECTION 13 – DEFINITIONS

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

Cancel - The termination of an Affiliate’s business. Cancellation may be either voluntary, involuntary, or through inactivity.

Commissionable Products – All Rezealiant Living Products on which commissions and bonuses are paid.

Company – The term “Company” as it is used throughout the Agreement means Rezealiant Living.

Direct Customer – A Customer who purchases Rezealiant Living Products directly from Rezealiant Living through the replicated Web site of an Affiliate.

Activity Report – A monthly report generated by Rezealiant Living, which provides critical data relating to the identities of Affiliates, sales information, and enrollment activity of each Affiliate’s Marketing Organization. This report contains confidential and trade secret information, which is proprietary to Rezealiant Living.

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

Immediate Household – Heads of household and dependent family Affiliates residing in the same house.

Marketing Organization – The Affiliates sponsored below a particular Affiliate.

Official Rezealiant Living Material – Literature, audio or video tapes, files, and other materials developed, printed, published and distributed by Rezealiant living to Affiliates.

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

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