Nussentials' Terms and Conditions for IR's

TERMS AND CONDITIONS V1.6
© Nussentials Corporation, 2008

Applicability
All provisions of the Nussentials Corporation (Nussentials) Terms and Conditions are applicable to all Independent Representative (IR) positions.

Independent Representative (IR)
An Independent Representative includes all field positions -- Sales Representative, Marketing Representative, Certified Marketing Representative, Senior Marketing Representative, Regional Marketing Representative and National Marketing Representative as well as higher level positions that may be added to the Nussentials compensation plan from time to time.

All IR positions with the exception of Sales Representative must meet the following qualifications:


Must be at least 18 years of age or has attained the age designated by their state of residence for ability to enter into and be bound by legal contracts.


Must complete and sign a Nussentials Independent Representative Agreement either on paper form or electronic form via Nussentials Representative Web Site.


Must be accepted as an Independent Representative by Nussentials.


Must carefully read, understand, & agree to be bound by Nussentials’ Terms and Conditions and the Nussentials Representative Compensation Plan.


Has a right to work in the United States, or any other country or territory in which Nussentials conducts business.

A Sales Representative must meet the following qualifications:


Must be at least 18 years of age.


Must complete and sign a Nussentials Sales Representative Agreement.


Must be accepted as a Sales Representative by Nussentials.


Must carefully read, understand, & agree to be bound by Nussentials’ Terms and Conditions and the Nussentials Marketing Plan.


May upgrade to the position of Marketing Representative at any time by paying the difference between the Marketing

Representative and Sales Representative fee, providing the Sales Representative is in good standing with Nussentials.

At the time of the upgrade, the representative will start to participate in the Power Team Forced Matrix System.


Has a right to work in the United States, or any other country or territory in which Nussentials conducts business.

Business and Legal Entities
A partnership or corporation, which is organized and complies with the appropriate state law of that specific jurisdiction, may become an Independent Representative subject to review and approval by Nussentials. The entity must have a Federal Employer Identification Number (FEIN) and a legal document clearly displaying the FEIN must be submitted with the Independent Representative application.

Corporations
To become a new Independent Representative as a corporation or to change to an incorporated status, Nussentials must receive the following items:

1. An Independent Representative Agreement completed and signed by an authorized officer of the corporation.

2. A copy of incorporation paperwork.

3. A legal document that lists the name, address and social security number of all persons profiting from and/or any persons acquiring

Customers for the Independent Representative position. This would include yet not be limited to the corporation’s officers and Shareholders.

4. A legal document that clearly displays the corporation’s Federal Employee Identification Number. Active Independent Representatives who wish to change the status of their position from that of an individual Independent Representative to that of a corporation must complete a Sales/Transfer application.

Partnerships
To become a new Independent Representative as a partnership or to change to a partnership status, Nussentials must receive the following items:

1. An Independent Representative Agreement completed and signed by the general partner.

2. A true and correct copy of the partnership agreement signed by all partners.

3. The name, address and social security number of each partner.

4. A legal document that clearly displays the partnership’s Federal Employee Identification Number. Active Independent Representatives who wish to change the status of their position from that of an individual Independent Representative to that of a Partnership must complete a Sales/Transfer application.

Trusts
To become a new Independent Representative as a Trust or to change to a Trust status, Nussentials must receive the following items:

1. An Independent Representative Agreement completed and signed by all trustees of the trust.

2. A copy of the trust agreement signed by all trustees of the trust.

3. The name, address and social security number of all trustees and beneficiaries.

4. A legal document that clearly displays the Trust’s Federal Employee Identification Number. Active Independent Representatives who wish to change the status of their position from that of an individual Independent Representative to that of a trust must complete a Sales/Transfer application.

Marital Status
A husband and wife may choose to operate under the same Nussentials position or independently
Identification Number Nussentials will issue a unique identification number for each position set up in our system without regard to position type. An IR’s social security number will not become his/her Nussentials identification (ID) number. Partnerships, Corporations and/or Trusts will use their FEIN as their ID number for tax purposes but will also be issued a unique identification number. This policy is designed to minimize the occurrence of identity theft.

Independent Contractor
IRs are independent contractors, and as such, are responsible for their own business activities. IRs are not agents, employees or legal representatives of Nussentials or any other Nussentials entity. IRs have no authority to legally bind Nussentials or its affiliates, officers, directors or employees.

Contractual Obligations
As independent contractors, IRs are solely responsible for their own activities and choice of time and effort spent without direction or control by Nussentials or any other Nussentials entity, and for any expenses which result from their business operations. These expenses include, but are not limited to: licenses or permits required to operate a business, legal fees connected with the use of an assumed business name, telephone expenses, service advertising, and any other expenses incurred. An IR shall not involve Nussentials directly or indirectly in any contractual relationships relating to their business. IRs are prohibited from signing any contract, renting or leasing office space or equipment, opening any bank account, securing credit, cashing any negotiable instrument, making purchases or entering into agreements of any kind in the name of or on behalf of Nussentials. Each IR shall hold Nussentials harmless from any claims, damages or liabilities arising out of said IR’s business practices.

Reporting of Taxes
IRs are solely responsible for the payment of all state and federal self-employment taxes and any other tax required by any state, federal, regulatory or taxing agency. Nussentials shall provide an IR with a 1099 form for any commissions, bonuses, or other financial revenue, which are in the aggregate equal to or greater than $600 per year, or as otherwise may be required by the appropriate Revenue Service of the US or any country or territory in which Nussentials conducts business.

Independent Representative Conduct
All IRs will operate in an ethical and lawful manner. IRs will use their best efforts to acquire customers for Nussentials within the areas and parameters designated by Nussentials. IRs are to conduct themselves in a fair and professional manner at all times, and they shall avoid all discourteous, deceptive, misleading or unethical practices, including, but not limited to, any disparaging or derogatory statements about Nussentials or any other Nussentials entity, Nussentials employees or any IR. Furthermore, Nussentials will not tolerate disparaging or derogatory statements about other network marketing companies. IRs are encouraged to keep accurate records.

Additionally, IRs agree to be aware of and abide by all federal, state and local laws and regulations governing the sale or solicitation of the services marketed by Nussentials, including, but not limited to occupational licenses, solicitation licenses, business licenses, merchant licenses or any other license or permit that may be required to perform any duties under the IR Agreement. The naming of an IR in any injunctive or prohibitory administrative or court order, including in any consent decree, in connection with the IR’s misconduct as an Nussentials IR or in connection with any Nussentials related activity by such IR, shall constitute a refutable presumption of the IR’s failure to operate such IR business in a lawful manner.

Customer Rights
An individual’s right to limit the use of information about them is an essential aspect of Nussentials’ business. IRs are also charged with being guardians of customer information. An IR shall not use in any way any information provided by the customer on any documentation either paper or electronic including but not limited to social security numbers, phone numbers, address, email addresses, credit card or checking account information, bank routing numbers, or information which the customer may disclose to you, or information provided by Nussentials to you about the customer, to market services to the customer. Failure to honor a customer’s privacy concerns may subject the IR to disciplinary action up to and including termination of the IR position.

Territorial Rights
Nussentials imposes no franchise or territorial restrictions on IRs with regard to sales, promotion and sponsoring efforts, and each IR shall have the right to conduct business anywhere in the United States or other country or territory that Nussentials offers its services to consumers without exclusivity.

Refunds
No Independent Representative fee is refundable other than as provided below. Stating or inferring to a prospective Representative that any of these payments is or may be refundable is grounds for suspension or termination of the IR with the exception of the “Sales Representative Fully Refundable deposit”. A cancellation period of three (3) days applies to the Marketing Representative initial fee.

The cancellation time frame begins on the date Nussentials receives the IR Agreement. The cancellation notice must be postmarked or received by Nussentials at the address designated in the IR Agreement. Cancellation may be accomplished by certified letter. If any bonuses have been paid prior to an accepted cancellation the refund will be less that amount. Nussentials will honor all state refund laws at variance with this policy. Cancellation will result in the IR being required to wait six (6) months before reapplying for a new Representative position.

RenewalAnn
ual renewal of an Independent Representative (except Sales Representatives) position must occur within thirty (30) days of the anniversary of the IR’s acceptance date in order to remain active in the program. Failure of an IR to pay the non-refundable fee within thirty (30) days of notification will result in non-renewed status.

Sales Representative Refunds
The SR position fee is fully refundable. Refunds may be requested at any time by certified letter.

Sales Representative Renewal
There are no renewal fees for Sales Representatives.

Reactivation within 6 Months
If an IR position has not been renewed and the IR chooses to reactivate within six (6) months or less from the non renewal date, the IR may pay the appropriate renewal fee and reactivate their original position under their original sponsor. The IR does not have the option of starting a new individual position or participating through an interest in a partnership, corporation or trust.

Beyond 6 Months
If an IR position has not been renewed for reasons other than a violation of the Nussentials Terms and Conditions, after a periodgreater  than six (6) months from their non-renewal date the IR has two options:

1. The IR may reactivate their IR position by paying the appropriate renewal fee and reactivate their original position under their original sponsor; or

2. The IR may pay the appropriate new IR fee and start a new position under a new sponsor. The IR may not pay the appropriate renewal fee and activate a new position under the original sponsor.

Sponsor Support
IRs understand they are responsible for advising and supporting the IRs they directly sponsor. IRs agree to maintain communication and support with directly sponsored IRs in all of their commissionable downlines by way of any combination of the following methods: personal contact, telephone communication, electronic communication, written communication and attendance at Nussentials meetings.

IRs agree to receive the above mentioned communications from their upline.

Sponsor Disputes
Nussentials will not mediate disputes involving sponsor designations. Nussentials recognizes the individual whose name appears on the IR Agreement postmarked (or online registration timestamped) at the earliest date as the sponsor. Nussentials reserves the right to review sponsoring practices.

IR Position Transfer Sale
Subject to Nussentials’ prior review and approval, which approval Nussentials may grant at its sole discretion, an IR may sell or transfer his/her IR position to an individual, partnership, trust or corporation. A sale will be defined as a change in which the individual(s) selling the IR position no longer maintain(s) a financial interest in the IR position upon completion of the sale. A transfer will be defined as a change in name and/or identification number in which the IR retains any financial interest in the IR position upon completion of the transfer. Some examples of transfers are from one spouse to the other spouse; transfer from an individual to a corporation; trust or partnership or vice versa, in which the transferor or any individuals having an interest therein still retains a financial interest; transfer from social security number to FEIN or vice versa. In all cases, the transferor retains a financial interest/ownership interest after the
transfer. The review and approval process will not begin until Nussentials has received all the documentation required in accordance with requirements set forth in the Position Sale/Transfer Form including a check or money order for the applicable processing fees from the IR who is selling/transferring the position. The applicable processing fees are as follows:


Sale: To be paid by Seller: $100.00 fee for MR and SMR positions, $200.00 fee for RMR positions, $2,000.00 fee for NMR

positions; To be paid by new IR: IR Application fee.


Transfer (To be paid by transferor): $100.00 fee for MR and SMR positions, $200.00 fee for RMR positions, $2,000.00 fee for NMR positions.

Nussentials reserves the right, at its sole option and discretion, to determine a sale versus a transfer. A Sale/Transfer Form may be obtained by contacting Nussentials in writing. Nussentials will not approve any sale or transfer of an IR Position for which Nussentials receives a Notice of Levy from the Internal Revenue Service or a court ordered garnishment (i.e. child support) against the transferring position. Nussentials will also revoke any sale or transfer of an IR Position that occurs within a 60-day period in which Nussentials receives a Notice of Levy from the Internal Revenue Service or a court ordered garnishment. Nussentials will also not approve any sale or transfer of an IR Position that involves an IR currently under investigation. Once the sale or transfer of a position has been completed, the transferring IR may not operate another IR position for six months from the date of the sale or transfer.

Inherited or Bequeathed Positions
An IR’s position can be inherited or bequeathed. In order to transfer a position that has been inherited or bequeathed, a representative of the estate of the deceased IR must provide Nussentials with the following:

1. A certified copy of the death certificate of the deceased IR;

2. A copy of the will setting forth provisions affecting ownership of the IR position with proof of its admission to probate, or a certified copy of a court order determining heirship;

3. Certified Letters Testamentary setting forth the name of the personal representative of the deceased IR’s estate, dated no more than Sixty (60) days from the effective date of the transfer;

4. Fully completed Sale/Transfer Package, signed by the personal representative of the deceased IR’s estate and the transferee; and

5. Fully completed IR Agreement for the individual or entity entitled to the IR position, signed by the transferee.

Transfers of Sponsorship
Due to the complex nature of, and difficulties caused by, making sponsor changes, Nussentials does not allow transfers from one sponsor to another. The only exception to this rule is as follows: if within an IR’s first 30 days no bonuses have been earned and release has been approved by the immediate 7 upline sponsors, the sponsor may release an IR to another sponsor. Nussentials must receive this release in writing via fax or mail. If the exception is not met, the only action an IR may take is to voluntarily terminate his/her position and re-apply as a new IR in six (6) months with the desired sponsor.

Change of Address
IRs must report any change of address by calling Nussentials Representative Services or by sending written notification to Nussentials.

Written notification of an address change must be signed by all parties when a position is owned by more than one individual (i.e.,husband and wife).

Charges to other IRs
No IR may charge a fee or request payment from a prospective IR or customer for attendance to Nussentials Business Presentation or Nussentials IR training. An IR may require that other IRs attending his/her Business Presentation contribute not more than $10 toward the meeting expenses. IRs may charge other IRs for attendance to Advanced Trainings and/or other special events such as Leadership Conferences, but IRs may only charge enough to cover the cost of Advanced Trainings or special events. IRs holding such trainings/events must keep a detailed accounting of all revenues and expenses. Nussentials may periodically request these accountings for review.

Endorsements
IRs are free to endorse, support and participate in any lawful group, cause or organization of their choosing, but may not do so in connection with their Nussentials business, nor shall an IR represent that Nussentials endorses or supports any special interest group or cause. An IR may sponsor individuals or teams (i.e., youth sports teams, softball teams, soccer, etc.). These groups may be
sponsored as IRs where in turn they would pay the $299 fee and be eligible to sponsor other IRs and earn bonuses. All commissions would go to the organization. However, with respect to such sponsorships, only the IR logo may be used, and usage must be within the guidelines as established by Nussentials and in accordance with the Terms and Conditions contained herein.

Representative Associations
IRs understand that Nussentials does not endorse or approve any association, and IRs will make no claim to the contrary. If a question arises concerning compliance by an association to these Terms and Conditions, the question should be submitted to Nussentials in writing to the address provided. IRs may form formal and informal member associations in order to mutually assist one another in their
Nussentials business. The purposes for which an association may be formed and operated and the activities of an association are limited to any one or more of the following:

1. To share related business expenses.

2. To provide a periodic newsletter to association members. An association may publish a periodic newsletter provided the complete content thereof is in compliance with Nussentials’ Terms and Conditions. Such newsletters must state that they are not reviewed or endorsed by Nussentials and do not represent the views of the company.

3. To provide for and conduct business presentations and official Nussentials training, which may not be exclusive to members.

4. To conduct informal meetings, conferences and special training sessions for association members, which may be exclusive to members. However, such an exclusive meeting may not be announced at an official Nussentials meeting of any kind. An association may utilize a specific name for its association provided that if the name includes the name Nussentials it must also state the phrase “Independent Representatives” and shall at all times use its complete name in connection with Nussentials-related association activities. An association or any group of IRs that operates collectively or identifies itself as a group may not, using its name only, nor on behalf of its members, sponsor, conduct or participate in business presentations. All association business presentations shall be open to all Nussentials IRs and their prospects. The association may charge up to $5 per non-member in attendance; however, guests are not to be charged. If seating capacity is an issue, non-members may not be refused admittance unless members have also been refused. IRs participating in an association shall provide equal assistance to all IRs in their downline organizations without regard to association membership and shall not solicit membership other than pointing out the actual benefits to membership to the
prospective member. An association may assess fees to its members from time to time for shared expenses, or an association may charge dues to its members not to exceed $25 a month, but not both. All other required or requested fees, charges or purchases by an association and/or its members to members or prospective members are strictly prohibited and may not be charged or solicited except as expressly permitted by Nussentials’ Terms and Conditions, such as additional training fees. Nussentials is not responsible for refunding fees that an association may assess. Each association must maintain accurate books and records of its receipts and expenditures and shall provide a written report thereof upon request to Nussentials and to those IRs who are or were members of the association and to Nussentials as of the date of the report and at any time during the prior calendar quarter. The failure to produce a report on a timely basis, the misapplication of association funds or a violation of this policy and procedure shall be grounds, at the discretion of Nussentials, for suspension or termination of the IRs involved in the violation(s). No IR may offer or sell goods or services to an association of which such IR is also a member. No association member may receive money from a person supplying services or goods to an association or to any member(s) thereof by virtue of the purchases of the association or any of its member(s) from that person. An association collectively, and not individual members of the association, may resell Nussentials’ products to generate proceeds for the association. The policies and procedures of the association may not conflict in any way with the Terms and Conditions of Nussentials, and the association may not limit or modify in any way a member’s right to conduct his/her Nussentials business. Leadership members of an association may be held responsible for the activities of the association and appropriate remedies may be pursued, including suspension of commissions or termination of the individual’s Agreement.

Special Programs and Promotions
From time to time Nussentials may establish special programs or promotions and the IR must meet the requirements of that program or promotion in order to participate. To the extent inconsistent herewith, the requirements of the program or promotion shall prevail with respect to participation in such program or promotion; however, such requirements and these Terms and Conditions shall be construed as consistent with each other to the extent reasonably possible.

Termination and/or Suspension
Notwithstanding anything to the contrary contained herein, if an IR’s position is terminated or cancelled for a violation of any of the Nussentials Terms and Conditions, such IR may never reactivate his or her position or start a new position.

Conflicts of Interest
IRs with Nussentials shall not participate in any other opportunity or any facet of another opportunity involving products or services that compete with products or services offered by Nussentials. IR’s whose employment or other non-Nussentials affiliations allow access to nformation, such as customers and/or social security numbers are strictly prohibited from using this information in relation to their
Nussentials business. Any and all violations of this policy will subject the representative to disciplinary action up to and including suspension and/or termination.

Phantom Positions
IRs shall not provide Nussentials with false or invalid social security numbers or FEINs on an Independent Representative Agreement.

IRs are not permitted to sign an IR agreement on behalf of another individual. Forgery or establishing phantom IR positions will subject an IR to termination.

Phantom Websites
A representative may not pay for or be responsible for the price of the personal web page of another representative.

Tampering / Forgery
No employee or IR of Nussentials, other than the Officers or the General Counsel, has the authority to agree to any modification, alteration, or any other change to an IR Agreement. Any agreement for such changes must be made in writing and signed by one of the officers of the company. No one may alter any information (i.e. Representative Identification number or signature) or sign any documents or contracts other than the individual entering into that contract. No one may sign any IR Agreement on behalf of another individual, unless proof of Power of Attorney is provided. Any alterations made by an IR to any IR Agreement or any other form of agreement distributed by Nussentials or any of its related entities shall not be binding unless Nussentials and/or its related entities expressly agree to such alterations in writing. Nussentials and all its related entities reserve the right within their sole discretion to reject any agreement or form submitted by an IR.

Unauthorized Contact
An IR, under no circumstances, will directly contact any Nussentials supplier or business partner without receiving prior written authorization from an authorized officer of Nussentials. Further, under no circumstances will an IR directly contact any Nussentials supplier or business partner on behalf of Nussentials or in connection with any Nussentials business without receiving prior written authorization from an authorized officer of Nussentials.

Transfers of Customers
Due to the complex nature of, and difficulties caused by, making customer changes, Nussentials does not allow transfers from one IR to another.

Cross-Recruiting
Nussentials strictly prohibits the solicitation of IRs currently sponsored by another member of the Nussentials program. Nussentials also strictly prohibits IRs from knowingly sponsoring, or directly or indirectly helping others to sponsor into any other competing or noncompeting sales organization or program. Cross-recruiting other Nussentials IRs or customers can result in suspension or termination of all IRs involved.

Misrepresentations
At no time is an IR permitted to represent himself or herself as a representative of Nussentials or any Nussentials supplier or business partner. An IR must clearly state that they are an Independent Representative with Nussentials and are offering products to customers on behalf of Nussentials. Any misrepresentation will subject an IR to disciplinary action and possible termination.

Solicitation
IRs may not solicit, train, instruct or obtain new or existing customers or IRs by means or in connection with any lottery, drawing, or prize, nor by means of or in connection with any non-Nussentials service or compensation plan. Further, IRs may not solicit, train, instruct or obtain new or existing customers or IRs by means of direct mailing, the use of unapproved advertising or literature, nor in connection with another service or opportunity that has not been previously approved by Nussentials.

Suspension/Termination
At the sole discretion of Nussentials, an IR’s Agreement may be suspended or terminated for cause, including but not limited to the following reasons:

1. Failure for six (6) months of the IR to renew the Representative active status as defined in these Terms and Conditions.

2. Breach or violation by the IR of any of the terms or provisions of the IR Agreement or any published Nussentials policy or procedure.

3. The IR discredits the name of Nussentials or any of its suppliers.

4. The IR misrepresents Nussentials by making claims contrary to Nussentials literature.

5. Other material cause, in the sole discretion of Nussentials. When a decision is made to suspend or terminate an IR, Nussentials will inform the IR in writing that their position may be suspended or terminated immediately, effective of the date of the written notification or other specified date. The IR will have ten (10) days from the date of the mailing of the letter in which to respond to and thereby appeal in writing the suspension or termination. The IR’s written appeal must be received or postmarked within ten (10) days of the suspension/termination letter. If the appeal is not received or postmarked within the ten (10) day period, this failure to respond in a timely fashion will be considered acceptance of the suspension/termination. If an IR files a timely appeal of suspension/termination, Nussentials will review the suspension/termination, consider any other appropriate information, and notify the IR of its decision. The decision will be final and subject to no further review. In the event the suspension/termination is not rescinded, suspension/termination will be effective as of the date of Nussentials’ original designated suspension/termination date.

Voluntary Termination
This Agreement may be voluntarily terminated, at any time, for any reason, by submitting a personally signed letter stating resignation to Nussentials. Termination of the IR Agreement will become effective upon receipt by Nussentials. The resigning IR may re-apply after six (6) months from effective date of resignation.

Effect of Suspension/Termination
In the event the IR is involuntarily suspended or terminated, all bonuses and other payments from and after the suspended or terminated IR as of the effective date of the suspension or termination shall be forfeited. Once terminated by the Corporate Office for cause, such IRs may not re-enter Nussentials as an IR in any manner.

Payment Mailing Guidelines
If the deadline for receipt of any mentioned forms falls on a weekend, new IR Agreements must be received by Nussentials no later than 12:00 p.m. CST on Saturday to be date-stamped with Saturday’s date. If received after 12:00 p.m. CST, the document will be date-stamped the following business day. If a Representative’s deadline falls on a holiday, new IR Agreements must be received no later than close of business on the previous business day. (This pertains only to those agreements not processed via the Nussentials Representative Web Site)

Check Fees
There will be a check processing fee of $3.00/check for all checks paid out to an authorized Nussentials Independent Representative or Sales Representative. These fees will be waived if and when an electronic payment system is made available to Independent Representatives.

Check Inquiries
All check inquiries must be received by Nussentials within ninety (90) days of the check’s issue date. A request to reissue lost or missing checks must be made in writing and may take up to ninety (90) days to be reissued. Payments must be equal to or greater than $10 before a check will be issued to IRs. All payments earned will be accumulated until the appropriate amount is reached and, if less than the amount required to issue a check, automatically added to the next month’s payment.

Returned Check Charge
There will be a check charge of $25.00 for any returned check that is provided to Nussentials by an IR. Nussentials may require that any IR who has given Nussentials a check that has been returned unpaid, pay all further transactions with Nussentials by cashier’s check or money order.

Presentations
Each IR begins with an equal opportunity for income. The Nussentials business presentation script is designed for IRs to present clearly and easily the Nussentials business opportunity in a lawful manner. IRs understand and agree that only corporate materials will be used in all training sessions and business presentations. IRs will not make false or misleading statements about Nussentials and/or the
Nussentials business opportunity. In presenting the business opportunity to potential Representatives, only those figures published by Nussentials and made available to IRs for the specific purpose of recruiting may be utilized. The use of other written or verbal income projections, actual IR commission checks and all other income potential representations whatsoever are strictly prohibited. IRs shall
present the Nussentials opportunities of Representatives, and customers as separate relationships to Nussentials, so that each prospect shall choose only those relationships with Nussentials that he or she truly desires. Neither guarantees of any income nor assurances of any profits or success are made by Nussentials. Furthermore, any financial success resulting from activities as an IR will only occur in relation to the acquisition of customers, and any success achieved will be based completely upon the IR’s efforts, commitment and skill. Any variation from the business presentation script, training or corporate materials may result in legal action, including but not limited to:

1. Forfeiting one month’s bonus payment up to a maximum of $100,000 or

2. Suspending or terminating the IR position.

Nussentials periodically audits business presentations to ensure compliance with this policy. Nussentials will use recording devices in connection with such audits and all IRs hereby consent to the taping of Nussentials business and training meetings. IRs understand that Nussentials provides calculations of Representative’s commissions. Purchases by IRs must be made by check, money order or credit card with order. No credit purchases or C.O.D.s are available. IRs understand that no Attorney General or other regulatory authority ever endorses or approves any service, product, membership, compensation program or company and will make no such claims to others. Any such instructions or approval would be issued from the Nussentials corporate office through its written
communications channels. The prohibition includes, but is not limited to, solicitation in foreign territories and/or countries where Nussentials’ products and/or the Nussentials opportunity has not been available before. Any violation of this rule will subject an IR to suspension or termination.

Advertising and Promotion
Nussentials encourages its IRs to promote Nussentials’ service and business opportunity. The following rules, however, provide a guideline for all IRs to promote ethical marketing practices and to avoid jeopardizing the integrity and reputation of Nussentials and its IRs. All advertising or materials created by IRs for use in promoting Nussentials and/or its products and services must be approved in
writing by Nussentials PRIOR to their use in any manner. Failure to receive prior approval may result in termination. Any liability caused by use of unapproved materials shall be assumed by the IR or IRs using such materials.

Use of Logos or Trademarks
IRs understand and agree that they will not use the Nussentials name, or the trade names, logos, copyrighted material, trademarks or service marks (the “Proprietary Materials”) of Nussentials or any of its suppliers except in materials provided by and approved by Nussentials. Unauthorized use or duplication of the proprietary materials is strictly prohibited and subject to penalties under law.

Subject to revocation at the sole and absolute discretion of Nussentials, IRs are given approval to use the official Independent Representative logo only for limited use on business cards, letterhead, envelopes, flyers and print, radio, television or multimedia advertising. All materials, whether Nussentials is mentioned or not, relating to an Nussentials meeting or connected to the Nussentials
business opportunity, must be created or distributed by Nussentials. Additionally, IRs may not create, use or sell any sales aids, ad specialty, novelty items or promotional materials (such as T-shirts, key chains, coffee mugs, pens or any other similar type items) in connection with their Nussentials business. Nussentials absolutely prohibits IRs from creating, using or selling literature and sales aids
created by the IR as well as those created by others.

Media Inquiries
All media relations efforts must be coordinated through Nussentials. Any IR who is contacted by the media must first contact Nussentials before taking any action and/or issuing any statement. Any communications with TV, radio and print media should first be approved by Nussentials.

Electronic Media
Radio, television and/or cable advertising must be in conformance with the guidelines set forth herein and is not permitted without prior review, approval and written consent of Nussentials. Review of these materials may include, but not be limited to, a judgment of content, aesthetic quality and professionalism of the materials, as well as ensuring that the independent status of the IR is properly set forth. However, Nussentials reserves the right to reject such advertising materials for any reason in its sole discretion.

Telephone Procedures
Nussentials prohibits IRs from answering the telephone in any manner that may give callers a reason to believe that they have reached the corporate offices of Nussentials. Specifically, IRs are prohibited from answering the telephone by responding “Nussentials” or by using any other form of the Nussentials name. Use of the Nussentials name in Yellow Pages telephone number listings is also strictly prohibited; however, IRs may list their name in the white pages so long as the title “Independent Representative” accompanies the IR name in the listing.

Convention and Trade Shows
IRs may promote their businesses at events such as conventions and trade shows provided the IR complies with guidelines set forth in Nussentials’ Advertising Guide. IRs are prohibited from registering for any event under the name “Nussentials.” IRs must register under their name or the name of their business.

Telemarketing and Mail Sales
IRs may not solicit, obtain or instruct customers or IRs by means of unapproved advertising or literature, nor in connection with another product or opportunity. The obtaining of customers and/or IRs by means of telemarketing or the obtaining of customers by the use of blind mailing lists is strictly prohibited and will result in the termination of the IR. This includes direct e-mail campaigns, inclusion in blind e-mail mailers and Usenet News cross postings (spams). You may use blind mailing lists to recruit IRs, provided such use is in conformance with the guidelines contained in the Nussentials Advertising Guide.

Internet
Nussentials prohibits IRs from establishing any Internet web site or home page, except for their registration and use of an official Nussentials Representative Web Site, to advertise or otherwise promote Nussentials, the Nussentials business opportunity, or Nussentials service on the Internet. Further, except for the official Nussentials Representative Web Site and advertising the Nussentials
Representative Web Site address (URL) as provided below, Nussentials prohibits IRs from placing any advertising on the Internet or any private online service to advertise the Nussentials business opportunity or to otherwise promote Nussentials or their Nussentials business. This includes references to an opportunity for the purpose of soliciting Nussentials customers or new IRs even if Nussentials’
name or trademarks are not mentioned. IRs may advertise their Nussentials Representative Web Site (in the future) or it’s URL through the use of online advertisements, such as banners or links, which utilize only pre-approved copy and graphics from the Nussentials Advertising Guide. However, any web sites on which such advertisements, banners or links are placed may not be obscene, pornographic, or otherwise be deemed harmful to Nussentials’ reputation as determined by Nussentials in its sole discretion. All electronic communications by IRs regarding their Nussentials business must be clear, honest and complete so that the recipient of the communication will know the exact nature of what is being offered. Claims that are untrue, misleading, deceptive or fraudulent shall not be used. IRs are required to abide by all applicable laws and regulations regarding electronic communications. An IR shall not knowingly conduct activities via electronic communications in any market or country where such activities are prohibited by law.

Nussentials IRs are prohibited from utilizing unsolicited bulk e-mail distributions, also known as spamming, cross postings to unrelated or off-topic newsgroups, or any other e-mail distributions that may be illegal under applicable federal, state or local laws, rules or regulations, to solicit Nussentials customers or new IRs. This prohibition includes, but is not limited to, e-mails that contain unauthorized use of copyrighted materials, threatening or obscene materials, or materials protected by trade secrets. Fraudulent behavior, including but not limited to, the forging of forum postings or electronic mail, unauthorized use of a third party’s Internet domain name or otherwise misrepresenting a message’s point of origin, is forbidden. Harassing or abusing others through e-mail or forums is also prohibited. Rude, vulgar, or sexually explicit or inferential language or symbols are not appropriate. Nussentials forbids this type of language when sending e-mail through the Internet to promote the Nussentials business opportunity or an IR’s Nussentials business. The promotion of chain letters or any pyramid or endless chain scheme is strictly prohibited. Violation of this policy may subject an IR to suspension or termination in addition to any damages or penalties provided by law.

IR Facilities
As with the naming of an association, or an IR position, if the name of an IR facility (Training Centers, Offices, Meeting Locations) includes the words “Nussentials” it must also state the phrase “Independent Representatives” and the complete name shall at all times be used in connection with Nussentials related activities. The only approved signage for such facilities is the IR logo. Camera-ready artwork of this logo will be available in the Nussentials Advertising Guide.

Translating Materials
Nussentials appreciates the diversity of our IR base and is aware of the need for various language translations of our materials. While we permit IRs to translate any of our materials not available in a specific language, we assume no liability for the accurate translation of any published materials. IRs utilizing translated materials are solely responsible for the correct and accurate recreation of all information and will be held solely accountable for any misrepresentation or inaccurate information distributed. Any expense incurred will be the responsibility of each IR, and translated materials may not be sold under any circumstances.

Amendments
IRs understand that in order to maintain a viable marketing program and to comply with changes in federal, state or local laws or economic conditions, Nussentials may modify existing Terms and Conditions and provide policies, procedures, rules and regulations for IRs from time to time, as well as modify its compensation program, customer services and charges. Such modifications to the Terms
and Conditions, polices, procedures, the rules and regulations, the compensation plan or customer services, and all charges thereto, shall, upon notice to the IR or by publication in the Nussentials newsletter, in the Company’s Internet site or a Nussentials Representative Web Site become a binding part of the IR Agreement.

Waiver
No term or condition shall be deemed to have been waived nor shall there be any estoppel to enforce any of the terms or provisions of the IR Agreement except by written instrument of the authorized party charged with such waiver or estoppel. It is further understood that a waiver at any time of any of the terms or provisions shall not be construed as a waiver of any of the other terms or provisions and
that a waiver at any time of the terms or provisions shall not be construed as a waiver at any subsequent time of the same terms or provisions.

Indemnity
Each IR agrees to indemnify and to hold Nussentials and all Nussentials entities harmless from any and all claims, damages and expenses, including attorney fees, arising out of actions or conduct in violation of the IR Agreement.

Severability
Should any portion of these Terms and Conditions, or the IR Agreement, or any other instruments referred to herein or issued by Nussentials be declared invalid, the remaining provisions shall continue at Nussentials’ option in full force and effect.

Construction
All personal pronouns used in these Terms and Conditions include the other genders, whether used in the masculine, feminine or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate.

Compliance
These Terms and Conditions were created as a guideline for Nussentials and all IRs and serve to protect the rights of both parties. The Terms and Conditions ensure proper functioning of daily business operations. Any IR who violates any provision of the IR Agreement, which includes all Terms and Conditions itemized herein, may be immediately suspended or terminated by Nussentials. A termination cancels any and all rights of the IR and will be effective upon verification of the violation(s) and notification to the offending IR by Nussentials. A suspended or terminated IR is prohibited from having any interest of any kind in any other IR position. IRs understand the IR Agreement including these Terms and Conditions are governed under the laws of the State of Texas and shall be so governed without regard to any conflict of laws to the contrary. The parties agree that any claim, dispute or other difference between IRs and Nussentials or among IRs and Nussentials shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (The “Rules”) and the United States Arbitration Act, 9 U.S. C. Sections 1-16 (The “Act”) with arbitration to occur at Houston, Texas. For Louisiana residents, Representative arbitration is held in New Orleans, Louisiana. This paragraph shall control over any conflict between paragraph and The Act or The Rules. The parties agree that the arbitrator shall have
the primary power to decide any question about the arbitrability of any claim, dispute or other difference between them. The arbitrator may award, in addition to declaratory relief, preliminary and permanent injunctive relief and actual damages. The arbitrator shall not have the authority to award attorney’s fees, costs, or economic consequential or incidental damages. The decision of the arbitrator will be entitled to enforcement in any court of competent jurisdiction. This provision shall not be construed so as to prohibit Nussentials from obtaining preliminary and permanent injunctive relief in any court of competent jurisdiction.