AG NUTRITION MEMBER(S)’ CODE OF CONDUCT

Section 1 – Introduction

The AG Nutrition Member(s)’ Code of Conduct (“Code”) define and establish:

1. Certain principles to be followed for AG Nutrition membership, development and maintenance of AG Nutrition Business; and

2. The rights, duties, and responsibilities of each Member.

The Code are also set forth in and/or applied for:

1. AG Nutrition Member(s)’ respective Member(s) Contract; and

2. Other official AG Nutrition literature, publication, notification or communications. While the Code primarily defines the relationships between AG Nutrition and Member(s), they also concern relationships among Member(s). Its objectives are:-

1. To ensure an equal opportunity for Member(s) through ethical and responsible business conduct.

2. To protect and build a conducive environment for a long-term and profitable AG Nutrition Business.

3. To promote unity and harmony among Member(s).

4. To preserve the benefits of the AG Nutrition Sales & Marketing Plan equitably for all Member(s).

From time to time if the contents of these documents are changed, AG Nutrition will notify the Member(s)’ leadership of such changes. Upon final notification by AG Nutrition with respect to those changes presented to the Member(s)’ leadership, such changes will be communicated to all Member(s) in a timely manner in the website and other official AG Nutrition communications and literature, and shall become effective upon publication. In order to preserve the goals and purposes of the AG Nutrition Sales and Marketing Plan, AG Nutrition reserves to itself the sole right to adopt, amend, modify, supplement, or rescind any or all of the Code, as necessary.

Section 2 – Definitions 

In this T & Cs unless the context otherwise requires:-

“AG Nutrition”, “we” and “us” shall refer to AG Nutrition International Sdn. Bhd. (Company No. 1321113-H) and the terms “you” and “your” shall refer to Member(s) only.

“AG Nutrition Business” refers to a business, as identified by the AG Nutrition’s Member(s)and the AG Nutrition Business activity related with AG Nutrition Products.

“AG Nutrition Business Policies” refers to Code and policies set forth in official AG Nutrition literature, including the Code and various other policies that may be maintained by AG Nutrition from time to time which are incorporated by reference into the website.

“AG Nutrition Business Opportunity” refers to the AG Nutrition Business, AG Nutrition Products, AG Produced Business Support Materials, AG Nutrition Sales and Marketing Plan established and offered by AG Nutrition.

“AG Nutrition Intellectual Property” means all trademarks, copyright (including future copyright) and rights in the nature of or analogous to copyright, know-how, technology, processes, compositions of matter and formulas, inventions, patents and patent applications, trade secrets and all other proprietary rights of the products, services, marketing, website and other systems or things identified (whether registrable and/or not registrable) belongs to AG Nutrition.

“AG Nutrition Produced Business Support Materials” refers to business support materials produced by, or on behalf of AG Nutrition for the purposes of AG Nutrition Business.

“AG Nutrition Products” refers to all goods manufactured, marketed, sold and/or distributed and/or services (if applicable), including literature and other support or auxiliary materials, made available by AG Nutrition to the Member(s).

“AG Nutrition Sales and Marketing Plan” refers to the sales and marketing plan with system structures used to calculate the Bonus compensation and recognition for Member(s) based on sales of AG Nutrition Products and/or recruitment for and/or as described in the AG Nutrition Business Opportunity and other official AG Nutrition literature (if any).

“AGP” refers to e-wallet point system derived from conversion and/or withdrawal from Ringgit Malaysia/US Dollar as stipulated in Clause 3.3 herein. 

“Bonus” refers to the monetary or non-monetary rewards that AG Nutrition pays or rewards to Member(s) in accordance with the AG Nutrition Sales and Marketing Plan.

“Business Support Materials”/“BSM” refers to or is intended to be interpreted broadly and includes, by way of example, the following; printed materials, audio-video and multimedia productions, internet-based products and services, non-AG Nutrition recognition and award systems, meetings and other events, and other materials or equipment used to provide information or support the sale of AG Nutrition Products, as well as coupons, vouchers, tickets or standing order/subscriptions programs relating to any of the previously mentioned. When the term BSM is used without the preface “AG Nutrition Produced”, it refers to non-AG Nutrition produced BSM only.

“Code of Conduct” (“Code”) refers to the principles to be followed in the membership, development and maintenance of an AG Nutrition Business; and (2) the rights, duties, and responsibilities of each Member.

“Member(s)” refers to an independent individual or company (applicable only for Country Agency) who has/have had his/their AG Nutrition Membership Registration accepted by AG Nutrition subject to the respective Member Contract.

“Member Contract” refers to each Member application and/or along with the executed applicable agreements namely, Letter of Appointment, Country Agency Agreement and Sub-Stockist Agreement and/or together with incorporated/supporting documents verifying the details of the Member that form the terms of the contractual agreement between Member and AG Nutrition.

“Member in Good Standing” refers to/for the purposes of interpreting and enforcing the Code only, the term “good standing” shall refer to a Member who is currently authorized by AG Nutrition to hold himself out as a Member and whose conduct complies with the Member Contract and spirit of the Code and AG Nutrition Business Policies for each market in which a Member has a presence; is not engaged in conduct that negatively affects the reputation of AG Nutrition, AG Nutrition’s affiliates, and its Member; is not engaged in conduct that supports or defends the activity of other Member which jeopardizes the ongoing nature of an AG Nutrition affiliate or otherwise is inconsistent with the other criteria set forth herein; is not engaged in conduct that does not comply with all applicable laws and regulations in each country and whose conduct does not demonstrate cultural sensitivity given market conditions.

“Membership” refers to registration as Member(s) to participate in AG Nutrition Business, which is identified by issuance of and/or AG Nutrition username being assigned to the said Member(s).

“law” includes common law and any constitution, act,  decree, judgement, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any  jurisdiction or any present or future directive, regulation, request or requirement (in each case, having the force of law);

“Leadership Rewards” refer to the leadership rank from bottom to top (described below) entitled to and/or awarded to the Member who has joined and qualified the corresponding leadership rank below upon fulfillment of the requirements accordingly as determined by AG Nutrition:

“Leg” refers to a Member and all downline Member(s) from that individual.

“Line of Sponsorship/“LOS” and “Binary of Sponsorship”/“BOS” refer to the structural organization of Member(s) established by the contractual relationship that each Member has with AG Nutrition.

“LOS and BOS Information” refers to/ includes all information that discloses or relates to all or part of the structural arrangement of Member(s) within the Line of Sponsorship, including but not limited to Member(s)’ numbers and other Member(s)’ business identification data, Member(s) personal contact information, Member(s)’ business performance information, and all information generated or derived there from, in its present or future forms.

“person” includes any individual, company, corporation, firm, partnership, joint venture or any other recognized legal entity, association, organisation, trust, state or agency of a state (in each case whether or not having separate legal personality);

“Prospect” refers to a person with potential of becoming a Member or as a customer to AG Nutrition Business.

“Sponsor” refers to/implies one of three relationships:

“Personal Sponsor”- a Member who introduces and sponsors a Prospect into the AG Nutrition Business Opportunity;

“International Sponsor” - a Member who introduces a Prospect from another country to the AG Nutrition Business Opportunity and he/she/they become(s) the International Sponsor when this Prospect signs up and is being foster sponsored by another Member in that corresponding market.

“Foster Sponsor” - a Member of AG Nutrition in the affiliate who is designated to provide training and support to an International Sponsor Member.

a “day, month or year” shall be construed by reference to the Gregorian calendar.

words importing the singular number shall include the plural number and vice versa and the use of any gender shall include all other genders.

“including” and similar expressions are not and must not be treated as words of limitation.

Section 3 – Becoming a Member

3.1   Membership Registration: To become a duly authorized Member capable of merchandising AG Nutrition Products and sponsoring other Member, an applicant must complete AG Nutrition membership registration and agree with the Code. The completed Member application must be sent to AG Nutrition immediately and accepted by AG Nutrition in accordance with the provisions of Section 3.4.

3.2    Requirements: Without limiting AG Nutrition’s rights, the following are requirements for becoming a Member or for a Member renewing its Membership:

3.2.1 A Member must be a minimum of 18 years of age;

3.2.2 Must not be a spouse of a currently AG Nutrition’s Member;

3.2.3       Must not have been terminated for breach of contract under a previous Membership.

3.2.4       Must not be an employee of a direct-selling company at the time of the initial application or during the term of his or her authorization as a Member;

3.2.5       Must be a citizen or resident duly authorized by the relevant authority to conduct business in any country recognized by United Nations; and

3.2.6       Must not be a person serving an imprisonment sentence or otherwise confined to any correctional institution or have a previous conviction record for an offence relating to production (and/or) trading of counterfeit goods, false advertisement, illegal conduct of business, tax evasion (or) deception of customers, or an offence relating to deceptive appropriation of assets, abuse of trust to appropriate assets (or) unlawful possession of assets.

3.3    AGP e-wallet (AGP Value Conversion Rate and AG P Value Withdrawal Rate)

3.3.1       Payment made for AG Nutrition Products will be translated into AGP e-wallet in the following:-

3.3.1.2        AGP Value Conversion Rate

1. For Malaysian Member, 1 AGP e-wallet equivalent to Ringgit Malaysia Four (RM4.00) only;

   • For Non-Malaysian Member, 1 AGP e-wallet is equivalent to 1 US Dollar ($1.00) only;

3.3.1.3      AGP Value Withdrawal Rate

1. For Malaysian Member, 1 AGP e-wallet is equivalent to Ringgit Malaysia Three Point Sixty (RM3.60) only;

   • For Non-Malaysian Member, 1 AGP e-wallet is equivalent to the currency rate as decided by the respective Country Agency of AG Nutrition (as stipulated in the Country Agency Agreement executed between AG Nutrition and the respective Country Agency of AG Nutrition). Non-Malaysian Member needs to seek confirmation with the respective Country Agency of AG Nutrition.

3.3.2       AGP e-wallet is the mechanism applied by AG Nutrition for the purchase of the AG Nutrition Products. Each AG Nutrition Product shall have its selling price and shall represent the number of AGP to be received by the Member upon its purchase. Please refer to the AG Nutrition Membership’s packages/AG Nutrition Products shopping mall platforms for further information.

3.4    Acceptance or Rejection of Member(s) Application or Renewal: AG Nutrition reserves the right to accept or reject any Member application. Likewise, AG Nutrition reserves the right to refuse any renewal Membership request and can revoke the Membership if a Member’s activities has not been in accordance with the Code or not a Member in Good Standing or has not complied with the requirements of Section 3.2.

3.5    Member(s) Operated through a Legal Entity: A party to a Member Contract may apply to AG Nutrition to operate its Membership through a legal entity i.e. company, provided it complies with certain requirements and conditions, including that where legally feasible the entity’s sole purpose is the operation of the AG Nutrition Business Opportunity contact AG Nutrition for current information. The person signing the Member Contract on behalf of a legal entity must be an authorized representative of that legal entity and must personally meet the qualifications set forth in Section 3.2 above. A legal entity may be required to submit, in addition to other documents, proof of existence and qualification to conduct the activities anticipated in the Member Contract, proof of compliance with applicable registration requirements, a document (such as an authorization for legal entity form/incorporation/constituent entity) containing various information about and agreements of both the legal entity and the founders and management of the legal entity, or such other similar information and documentation as AG Nutrition may request.

3.6    Date of Authorization: The date of authorization as a registered Member of AG Nutrition that is when the Member Registration process has been completed in AG Nutrition back office.

3.7    Prohibited Sponsoring Practices: A Sponsor shall not impose on a Prospect, nor any Member, as a condition to receiving from the Sponsor assistance in the development of such person’s Membership, such as:

3.7.1       Purchase any specified number of AG Nutrition Products.

3.7.2       Maintain a specified minimum inventory of AG Nutrition Products

3.7.3       Purchase any non-AG Nutrition produced “starter,” “decision,” or other “pack” or “kit” save and except AG Nutrition business kit only.

3.7.4       Purchase literature, audio-visual aids, or other materials.

3.7.5       Purchase tickets for and/or attend or participate in rallies, seminars, or other meetings.

3.8   Term and Expiration: Unless the term is renewed in accordance with Section 3.9 of the Code in accordance with AG Nutrition Business Policies, a Membership expires or may be terminated in accordance with its term. As specified in the Member Contract, unless earlier terminated by a Member or AG Nutrition, the Membership may expire on the one-year anniversary of his/her original application.

3.9   Renewal: A Membership can be renewed at the discretion of AG Nutrition provided a Member is not in violation or breach of AG Nutrition’s Code and terms of Member Contract in any applicable market/territory. At the moment, no yearly membership fee is required. Nonetheless, AG Nutrition may, at its discretion require a Member to pay yearly membership fee together with submission of a notice to AG Nutrition requesting for the Membership to be renewed.

If renewal is accepted by AG Nutrition, any extension of the term of Member Contract and AG Nutrition’s Codshall be effective from the date of extension and concluding twelve months thereafter. The terms of such extension shall be the terms and conditions of the Member Contract in effect at the time of extension. Without limiting AG Nutrition’s discretion to deny extension of a Membership, the following automatically disqualify a Member from extension of his/her Membership:

3.9.1       A Member was operating in a manner that is contrary to the reputation and interests of AG Nutrition; or

3.9.2       A Member does not comply with or is in breach of the Member Contract within the twelve months preceding the period for which extension is sought; or

3.9.3       Failure to meet the requirements outlined in Sections 3.2 and 3.9 (if applicable) of the Code.

3.10   Termination: A Member may terminate the Membership at any time by providing AG Nutrition with a written notice of termination at AG Nutrition’s business address. AG Nutrition may terminate the Membership at any time by providing the Member with written notice of termination at his/her/their registered address in Member Contract if he/she/they fail(s) to comply with the AG Nutrition Business Policies, including the Code, the AG Nutrition Sales & Marketing Plan and any other policies maintained by AG Nutrition and which have been incorporated into the Member Contract.

3.11  Conspiracy/ Inducement to Breach: A Member shall not conspire with any other person to breach or induce a breach of the Code or the AG Nutrition Business Policies or to induce or attempt to induce another Member to breach any terms of the Code or the AG Nutrition Business Policies. Any such activity shall constitute a breach of the Code or the AG Nutrition Business Policies.

3.12 Exceeding Scope of Authorization: A Member shall not exceed the scope of authorizations granted pursuant to the Member Contract. Any such activity to be exceeding the scope of authorizations granted under the Member Contract and/or deemed by AG Nutrition ultra vires the Code shall constitute a breach of the Member Contract.

3.13 Representations and Warranties: A Member shall not make any false representation or statement to AG Nutrition, nor induce AG Nutrition to enter into a Member Contract under false pretenses, nor breach any representation or warranties implied in a Member Contract or by law. Any such activity shall constitute a breach of the Code or the AG Nutrition Business Policies.

3.14 Multiple Breaches: It is a breach of the Code or the AG Nutrition Business Policies for a Member to allow any breaches to remain uncorrected following notification from AG Nutrition of the existence of the same, or to have multiple simultaneous, serial or repeating breaches of the Code or the AG Nutrition Business Policies.

3.15  Zero Tolerance Section: It is a breach of the Code or the AG Nutrition Business Policies for a Member:

3.15.1    to conduct Member activities in markets/territory in which he or she is, or they are not authorized to conduct AG Nutrition Business. It is a breach of the Code or the AG Nutrition Business Policies to conduct Member activities in markets/territory in which AG Nutrition are not doing AG Nutrition Business. Such unauthorized activity may result in, without prejudice to any rights and remedies otherwise available, the penalty, legal action and an immediate suspension of the Member’s rights and termination of the Membership;

3.15.2    to sell, purchase, market, distribute, advertise, redeem via coupons, distribute as gifts of any AG Nutrition Products or fake AG Nutrition Products or not related to AG Nutrition Products and/or any other distribution/selling transactions or methods of AG Nutrition Products via any shopping online platforms in Malaysia (for example - Shopee, Lazada, Ezybuy) or outside Malaysia (for example- Alibaba, Amazon), websites, personal sales, shopping malls and other physical sales outlets/stores and/or via unofficial or non-recognized social medias platforms by AG Nutrition (for example- Facebook, Instagram, blogs, WhatsApp, Telegram) and all other mediums not recognized/approved by AG Nutrition; and

3.15.3    to sell, purchase, market, distribute, advertise and/or any other distribution/selling transactions or methods of AG Nutrition Products below or above the standard pricing (as displayed in the website/fixed and/or determined by AG Nutrition from time to time) via any shopping online platforms in Malaysia (for example - Shopee, Lazada, Ezybuy) or outside Malaysia (for example- Alibaba, Amazon), websites, personal sales, shopping malls and other physical sales outlets/stores and/or via unofficial or non-recognized social medias platforms by AG Nutrition (for example- Facebook, Instagram, blogs, WhatsApp, Telegram) and all other mediums not recognized/approved by AG Nutrition.

If a Member (or through any wrongful person identified associating or relating to the said Member (“Connected Member”)) is found to breach any of the above sections (3.15.1, 3.15.2 and/or 3.15.3), the Membership of the said Member shall be automatically terminated by AG Nutrition and the said Member (including the Connected Member) shall each be fined in the sum of not less than Ringgit Malaysia One Hundred Thousand (RM100,000.00) only (“Penalty”). In the event the said Member and/or Connected Member fails to make the said Penalty within fourteen (14) days upon termination of his/her Membership or lodgment of police report and/or demand letter, AG Nutrition shall be obligated to take any legal action/remedies available against the said Member and/or the Connected Member including enforcing bankruptcy (for an individual) and/or insolvency judgement (for a company) AG Nutrition reserves its right to take any further legal redress against the said Member and/or the Connected Member.

3.16  Circumvention of the Code: In case of attempt to circumvent or acting against the intent and spirit of the Code, AG Nutrition may at any time take corrective action at its discretion.

3.16.1     All Member(s) shall be subject to all enforcement procedures which are set out in this Code provided that AG Nutrition expressly reserves the right to terminate, at anytime and with immediate effect, the authorization of a Member who shall have provided false information in the Member application or who shall have accepted authorization as a Member in violation of these Code or who shall have conducted himself in manner that in AG Nutrition’s opinion brings the AG Nutrition Business and/or AG Nutrition Sales and Marketing Plan into disrepute.

3.17  Enforcement Procedures: AG Nutrition shall at its discretion apply the following enforcement procedures for any breach of the Code or AG Nutrition Business and/or AG Nutrition Sales and Marketing Plan by a Member or Connected Member:-

         3.17.1     AG Nutrition shall immediately after receiving any complaint and/or through its investigation, issue a notice in writing to the suspected and/or identified Member or Connected Member requiring the said Member and/or Connected Member to reply and/or answer to the said notice no later than seven (7) days from the date of receipt of the said notice in compliance with Clause 4.1.1 below.

         3.17.2     AG Nutrition shall also lodge a police report against the suspected and/or identified Member or Connected Member to protect AG Nutrition’s interest and/or AG Nutrition Business from further damage and/or any legal action from other concerned parties.

         3.17.3     AG Nutrition shall after receipt of the reply from the said Member and/or Connected Member or after the expiry of the seven (7) days’ period of the notice in Clause 3.17.1, to decide whether to close the matter or to issue demand notice for payment of the Penalty. Should the Member or Connected Member fail to pay the Penalty, AG Nutrition shall proceed with any legal actions available against the said Member and/or Connected Member.

         3.17.4     Pending the outcome of the investigation, solution to the internal queries and/or completion of the legal actions taken against the Member or Connected Member, AG Nutrition shall at all times be entitled to suspend the Member’s username and/or its Membership in accordance with Section 12 below including withholding the Member’s AGP e-wallet point and/or monies in the said Member’s account.

Section 4 – Responsibilities and Obligations of all Member(s)

4.1   Abide by the AG Nutrition Business Policies/Amendments/Duty of Good Faith: At all times, all Member(s) must adhere strictly to the guidelines, procedures and policies stated in the AG Nutrition Business Policies of which the Code is a part, in addition to the AG Nutrition Sales and Marketing Plan, and, in each case, any amendments made to such from time to time. All Member(s) are charged with the duty of good faith and fair dealing under the terms of the Member Contract.

4.1.1       Cooperation with Investigations: Member(s) shall cooperate in any investigation undertaken by AG Nutrition into activities that are potentially in contravention of his or her Membership or the Membership of another Member.

4.2   Cross Group Buying or Selling/ Supplying: No Member(s) shall engage in cross-group buying or selling / supplying. “Cross group buying and selling / supplying” occurs when a Member sells or supplies AG Nutrition Products to another Member who is not personally sponsored and downline of those sponsored.

4.2.1       A Member must only purchase AG Nutrition Products and AG Nutrition Produced Business Support Materials directly from his, her or their Sponsor, or AG Nutrition.

4.2.2       A Member must not sell or supply AG Nutrition Products to another Member who is not personally sponsored and downline of those sponsored.

4.3   Retail Stores: No Member(s) shall permit AG Nutrition Products to be sold or displayed in retail establishments whose main purpose is the sale of products and services to the public, including, but not limited to places like schools, fairs, shops, flea markets, auctions, kiosks, internet web sites or military bases; nor shall he or she permit any AG Nutrition Products to appear in such locations even if the AG Nutrition Products are not for sale. No promotional material related to AG Nutrition Products or AG Nutrition literature shall be displayed in retail establishments.

4.3.1       A Member who works in or owns a retail store must operate his or her Membership separate and apart from the retail store. Such Member must secure customers for his/her AG Nutrition business in the same manner as Member(s) who have no connection with a retail store and otherwise abide by this Section 4.3. Other types of retail establishments, which are not technically stores, such as barber shops, beauty shops, or professional offices, etc., likewise may not be used to display AG Nutrition Products, information about AG Nutrition Products, or promotional material related to AG Nutrition Products or AG Nutrition literature.

4.3.2       A Member may not present the AG Nutrition Sales and Marketing Plan or solicit participation in the AG Nutrition Sales and Marketing Plan through any broadcast communication methods including mass mailings, telemarketing, national or international advertising, radio, television, facsimile services, computer communication networks including the Internet, or any other means by which personal contact with a Prospect is not present.

4.4     Truthful and Accurate: No Member shall make any offer to sell any AG Nutrition Products which are not accurate and truthful as to price, grade, quality, performance, and availability. Member shall not:

4.4.1       make false and/or exaggerated product claims not authorized by the market regulatory/authorities and AG Nutrition with regards to AG Nutrition Products;

4.4.2       in any way whatsoever, represent AG Nutrition incorrectly with regard to prices, quality, standards, grades, contents, place of origin or availability of AG Nutrition Products;

4.4.3       state that AG Nutrition Products distributed by AG Nutrition are backed, approved, or present any features as regards to yield, accessories, uses or benefits that they do not have or against the standard guidelines/laws of the regulatory/authorities; or

4.4.4       act or present in any way whatsoever AG Nutrition or AG Nutrition Products, in a fraudulent manner or promote products that do not belong to AG Nutrition as if they did.

4.5    Warranty, Limitation of Liability & Indemnity: AG Nutrition's sole obligation and liability for breach of any express warranty given by AG Nutrition or its affiliate in respect of AG Nutrition Products and shall be to replace the defective products only. AG Nutrition hereby give their representation and warranty that the products are safe for consumption, quality, merchantability and fit for its particular purpose. AG Nutrition shall not be responsible for loss of use, loss of income or profits, cost of a similar product, or any other consequential or incidental damages of any kind whatsoever, whether due to breach of contract or warranty or tort, including negligence of AG Nutrition or its affiliate or strict liability, or any other cause. Member acknowledges that the business venture contemplated herein and/or its participation as Member for AG Nutrition in the Territory involves business risks and that Member’s success will be dependent solely on Member’s business ability and commitment and that Member has seek and/or obtain independent legal and business advice before entering into Member Contract.

4.6    Buy Back Policy: AG Nutrition provides and guarantees buy back policy (repurchase AG Nutrition Products) for those AG Nutrition Products sold to the stockist and/or the Member(s) within six (6) months or one hundred eighty (180) from the date of purchase (“Repurchase”). The said AG Nutrition Products shall be repurchased at ninety percent (90%) from its purchase price and AG Nutrition is entitled to impose ten percent (10%) being the operational and administration charges for the said Repurchase subject always to compliance by the stockist and/or Member(s) of the following:-

4.6.1      Repurchase will not be made by AG Nutrition should the AG Nutrition Products (entitled for Repurchase in Clause 4.6) are impaired and/or damaged due to error, mishandling and/or negligent of the stockist and Member(s); and

4.6.2      Repurchase shall be made known and confirmed by AG Nutrition only after the stockist and/or Member(s) has completed the mandatory refund form together with physical delivery of the AG Nutrition Products to AG Nutrition’s business address/premises duly accepted in writing by AG Nutrition’s representative and the AG Nutrition Products shall be returned in its original condition and intact (unused and unaltered of its content and packaging) solely at the stockist and/or Member’s cost.

4.7    Shipping/Delivery: A shipping confirmation will be emailed to a Member as soon as the purchase has been shipped/delivered, which will allow a Member to track the status of his/her shipment/delivery.  All AG Nutrition Products are shipped/delivered from its head office based in Petaling Jaya, Malaysia and are usually shipped/delivered using the reliable courier services depending on its locality (i.e. Malaysia or Worldwide) AG Nutrition Products which are shipped/delivered to any Member(s) based in (i) Malaysia will take approximately up to two (2) weeks; or (ii) Worldwide will take approximately up to one (1) month from the order date. However, there can be occasional customs or courier delay which may affect the shipping/delivery timeframe from time to time. The risk of loss in and title to the AG Nutrition Products shall sit with AG Nutrition from the date of shipping/delivery is made. Risk of loss in and title to the AG Nutrition Products shall pass to a Member upon delivery of the AG Nutrition Products to a Member at the shipping/delivery address provided to AG Nutrition. Upon delivery of the AG Nutrition Products, a Member shall be responsible to keep the AG Nutrition Products adequately insured against theft, damage by fire, flood and other perils. A Member shall notify AG Nutrition of any damages or shortages in the AG Nutrition Products ordered within fourteen (14) Business Days from date of receipt of the AG Nutrition Products. For damages or shortages which are not visible with a visual inspection upon unloading (that is, damages or missing items within an intact or undamaged carton), a Member shall notify AG Nutrition within twenty-one (21) Business Days of discovery of such damages or shortages. Upon being notified within the foregoing time periods, and subject to verification of such damages or shortages by AG Nutrition, AG Nutrition shall at its cost and expense replace the damaged product or make up the shortage. In the event a Member fails to notify AG Nutrition of any damages or shortages within the foregoing time periods, a Member shall thereafter be responsible for such damages or shortages. In the event that a Member is unable to locate his/her package, a Member must email his/her the order details to AG Nutrition to resolve the said issue.

4.8    Repackaging: Member(s) shall not repackage products, change the content of products or otherwise change or alter any of the packaging labels of AG Nutrition Products.

4.9    Written Sales Receipt: A Member who takes and/or delivers an order in person shall deliver to the customer at the time of sale, a written and dated order or receipt which shall: (a) describe the product(s) sold, (b) state the price charged, and (c) give the name, address, and telephone number of the selling Member.

4.10  Cooling-Off Period: All contracts entered between AG Nutrition and Member are subject to a cooling-off period of ten (10) working day (“Cooling - Off Period”) i.e. a Member is entitled to rescind the contract before the expiry of the Cooling-Off Period.  Member agrees that no AG Nutrition Products shall be delivered under a contract until the cooling-off period has lapsed unless the said Member has acknowledged AG Nutrition by a notice in writing (“Notice”) requiring AG Nutrition to deliver the AG Nutrition Products at any time, after seventy-two (72)-hours of entering into the Member Contract but before the expiry of the cooling-off period. A Notice shall be served by delivering it personally to AG Nutrition or by sending it by registered post addressed to AG Nutrition at the business address/premises specified in the Member Contract.

4.11   Compliance with Applicable Laws, Regulations and Codes: Member(s) shall comply with all laws, regulations and codes that apply to the operation of their Membership wherever their business may be conducted. Member(s) must not conduct any activity that could jeopardize the reputation of the Member(s) and/or AG Nutrition. Upon request, Member(s) shall forthrightly provide any information requested about Member(s)’ activities or any other activities known by Member(s) (even with respect to other Member(s)). In all such communications with AG Nutrition, Member(s) shall act with absolute candor and good faith.

4.12 Deceptive or Unlawful Trade Practices: No Member(s) shall engage in any deceptive or unlawful trade practice.

4.13  Unlawful Business Enterprises or Activities: All Member(s) shall not operate any illegal or unlawful business enterprise, engage or participate in any illegal or unlawful business activity.

4.14  Professionalism: A Member shall at all times conduct himself or herself in a courteous and considerate manner and shall not engage in any high-pressure tactics, but shall make a fair presentation of AG Nutrition Products or the AG Nutrition Sales and Marketing Plan, when and where appropriate.

4.15  Member Relationship: No Member shall represent that he, she has, or they have any employment relationship with AG Nutrition or any of its affiliated companies and/or other Member(s).

4.15.1.    Member(s) shall not give a false representation as to the nature of the relationship between AG Nutrition and its Member(s), or make any representation, except in accordance with the explanation given in the AG Nutrition Sales and Marketing Plan and AG Nutrition Business Policies or other official literature of AG Nutrition. A Member is required to indemnify AG Nutrition for the cost, damage or prejudice stemming from such false representation, including any legal fees AG Nutrition may have incurred to bring legal action against the said Member.

4.15.2.  Member(s) shall not imply that they are employees of AG Nutrition, nor shall they refer to themselves as “agents,” “managers,” or “company representatives”, nor shall they use such terminology or descriptive phrases on their stationary or other printed materials.

4.15.3.  Member(s) may not use their business cards to create the impression that they are in an employment relationship with AG Nutrition.

4.16  Franchises/Licenses and Territories: No Member(s) shall represent to anyone that there are exclusive franchises/licensee or territories available under the AG Nutrition Sales & Marketing Plan.

4.17  Other Selling Activities: Member(s) may not take advantage of their knowledge of, or association with other Member(s), including their knowledge resulting from or relating to the Line of Sponsorship, in order to promote and expand other business ventures. Such conduct constitutes an unwarranted and unreasonable interference with the business contract of other Member(s) and AG Nutrition.

4.17.1     Member(s) shall not solicit, directly or indirectly, other Member(s) in order to sell, offer to sell, or promote other products, services, or business opportunities not offered or marketed by AG Nutrition. This Section also applies to investments, securities, and loans, regardless of their source.

4.17.2     Member(s) shall not sell, offer to sell, or promote any other business opportunities, products, or services using and/or in connection with the AG Nutrition Sales and Marketing Plan.

4.18  Interference in another Member’s Membership; Inducement: It is a breach of the Code or the AG Nutrition Business Policies for a Member to:

4.18.1     Interfere or attempt to interfere with another Member’s Membership; or

4.18.2     Induce or attempt to induce another Member to change his/her/their Line of Sponsorship, to transfer or abandon his/her/their Membership, or to sponsor or not sponsor a particular Prospect; or

4.18.3     To induce or attempt to induce another Member to deny training, education, motivation or other support to a downline Member; or

4.18.4     To induce or attempt to induce another Member to breach the Code or the AG Nutrition Business Policies.

4.19 Exporting AG Nutrition Products: No Member(s) shall export or import, or sell to others who import or export, AG Nutrition Products from any other country in which AG Nutrition has established operations, into any country(ies) regardless of whether or not AG Nutrition is doing business in that country(ies).

4.20  Retail Effort Section: AG Nutrition pays Bonus under the AG Nutrition Sales & Marketing Plan based on sales to end consumers. For a Member to be entitled to Bonus and/or qualification under the AG Nutrition Sales & Marketing Plan, that Member’s purchases must be consumed or sold to end consumers within a reasonable period as determined by AG Nutrition. AG Nutrition reserves the right to deny all qualifications, awards and rewards if in AG Nutrition’s judgment, the Member’s purchases are not in compliance to this Section.

4.20.1     AG Nutrition does not require stock keeping or purchase of inventory. Member(s) may not purchase or counsel other Member(s) to purchase product for any purpose other than the provision of such product to end consumers.

4.21 Unsolicited E-mail Messages: No Member(s) shall send, transmit, or otherwise communicate any unsolicited electronic mail messages in whatever format to persons with whom the Member(s) do not have a pre-existing personal or business relationship. This includes, but is not limited to, sending e-mails, postings in news groups, mass SMS messages (Short Messaging System) purchased mailing lists, “safe lists”, or other lists of individuals or entities with which the Member does not have a relationship.

4.22  Fundraising: No Member(s) shall use AG Nutrition Products in conjunction with any type of fundraising activity. Fundraising includes but is not limited to the solicitation for the purchase of AG Nutrition Products based on the representation that all, or some, of the gains, proceeds, bonuses, or profits generated by such sale will benefit a particular group, organization or cause.

4.23 AG Nutrition Sales and Marketing Plan Manipulation: No Member(s) shall manipulate the AG Nutrition Sales and Marketing Plan or award volume in any way which results in the payment of Bonus or other awards and recognition that have not been earned in accordance with the terms of the AG Nutrition Sales and Marketing Plan. In this regard, the strategic and artificial structuring of an AG Nutrition’s Line of Sponsorship for the purpose of depth building, whether or not there are relationships between those who are sponsored and those who sponsor, is considered to be manipulation and an unacceptable business practice. AG Nutrition at its sole discretion will determine what constitutes manipulation of the AG Nutrition Sales and Marketing Plan.

4.24 Personal/Business Information Update: All Member(s) are responsible for communicating any updates or changes to their personal information (e.g., name, address, and telephone numbers, etc.) or business information (e.g., change of business status, etc.) to AG Nutrition. AG Nutrition shall not be held responsible for any issue arising from wrong and/or incorrect personal information of the Member(s).

4.25  Proprietary Information: In addition to the provisions contained in Section 9 of the Code, pertaining to the use of the AG Nutrition trade name, trademarks and copyrighted materials, AG Nutrition’s confidential and proprietary business information includes, by way of example and not limitation, Line of Sponsorship information (i.e., information compiled by AG Nutrition that discloses or relates to all or part of the specific arrangement of sponsorship within the AG Nutrition business, including, without limitation, Member(s)’ lists, sponsorship trees, and all Member(s) or AG Nutrition business information generated there from, in its present and future forms), business information, manufacturing and product development, business plans, and Member(s)’ sales, earnings and other financial information, etc., constitute commercially advantageous, unique, and proprietary trade secret and business secrets of AG Nutrition which it keeps proprietary and confidential and treats as a trade secret and business secret shall constitute “Proprietary Information”.

4.25.1     AG Nutrition is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained by AG Nutrition. Each Member acknowledges all Proprietary Information is owned by AG Nutrition through their considerable expenditure of time, effort and resources.

4.25.2     Member(s) are granted a personal, non-exclusive, non-transferable and revocable right by AG Nutrition to use limited Proprietary Information only as necessary to facilitate their AG Nutrition Business as contemplated under the Code including, for example, the Confidentiality Policy and other applicable terms and conditions of the Member Contract. AG Nutrition reserves the right to deny or revoke this right, upon reasonable notice to the Member(s) stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of AG Nutrition, such is necessary to protect the confidentiality or value of the Proprietary Information.

4.25.3     All Member(s) shall maintain the Proprietary Information in strictest confidence and shall take all reasonable steps and appropriate measures to safeguard the Proprietary Information and maintain its confidentiality.

4.25.4  A Member shall not compile, organize, access, create lists of, or otherwise use or disclose the Proprietary Information except as authorized in writing by AG Nutrition. A Member shall not disclose the Proprietary Information to any third party, or use the Proprietary Information in connection with any other businesses other than AG Nutrition Business only.

4.25.5     Use or disclosure of the Proprietary Information, other than as authorized by AG Nutrition, shall cause significant and irreparable harm to AG Nutrition, and AG Nutrition may claim appropriate, compensation for damages as well as demand a Member refrain from the harmful conduct as well as seek any other remedies under applicable laws.

4.25.6     In case of disclosure of the Proprietary Information, voluntary or not, by a Member to any third person, the said Member should immediately notify AG Nutrition about that fact and take the necessary measures in order to (a) prevent further disclosure by such third party and (b) oblige such third party to sign a confidentiality and non-disclosure agreement for the benefit of AG Nutrition and under no less stringent terms that those provided within this Section 4.25.

4.25.7     A Member shall promptly return or destroy any and all the Proprietary Information or any copy of same to AG Nutrition upon resignation, expiration, failure to renew, denial of extension or termination of his, her or their Membership and shall refrain from any further use.

4.25.8     The confidentiality obligations set out in this Section 4.25 shall survive during the term of the Member Contract/Membership as well as after the date of its expiration or termination by any cause.

4.26  Presentation Code: The content of the presentations which include or support the promotion of the retailing of AG Nutrition™ Products, or the AG Nutrition Sales and Marketing Plan, must otherwise be in accordance with the following:

4.26.1    Member(s) shall not:

1. exaggerate income representations by relating it to or incorporating it with other income and suggesting that it is the result of building the AG Nutrition Business;

   • substitute group or non-AG Nutrition organizational identity for the AG Nutrition Business. The AG Nutrition Business must always be clearly identified without any ambiguity to the participants during the course of the presentation;

   • advocate, imply or give the impression that success can be achieved through promoting personal consumption with no requirement to sell or promote inappropriate product usage and/or claims;

   • promote one’s Line of Sponsorship, affiliation or group in any manner that will give rise to or likely to give rise to resentment by or cause any detriment to others;

   • misrepresent whether directly or indirectly and by whatever means the relationship of the Member to AG Nutrition, for example, suggesting or implying that AG Nutrition is “just a supplier”, or that the Member represents a business opportunity of which “AG Nutrition is a part”, or that the Member(s) “outsources” administrative support to AG Nutrition, etc.;

   • promote any other business opportunity other than the AG Nutrition Business or solicit any participants to attend meetings for the purpose of presenting another business opportunity at any time; or,

   • use the meeting as a platform to promote or advocate religious, political and/or personal social beliefs

4.26.2 Personal reflections on the following are not appropriate:

1. social and cultural issues;

   • preferences regarding specific political views, parties, candidates or elected officials.

4.26.3 Discussions must only relate to ethics and positive attitudes that will assist and encourage the Member(s)’ and AG Nutrition Business and/or AG Nutrition Products.

4.26.4 Income representations, whether direct or implied, must reflect a realistic income potential from participation in the AG Nutrition Sales & Marketing Plan.

4.27     Activity Outside Malaysia or Activity Outside The Market Where The Member Is Registered: Member(s) who engage, directly or indirectly, in any activity related to the AG Nutrition Business in a jurisdiction outside of Malaysia must do so in a manner that complies with the Member Contract and spirit of the applicable laws, regulations, and rules, policies and procedures of the AG Nutrition’s affiliates or appointed Country Agency in that jurisdiction, regardless of whether they are registered Member(s) in that jurisdiction. Failure to do so shall be a breach of the Member Contract.

Section 5 – Responsibilities and Obligations of all Sponsors

5.1       Duties and Responsibilities of Sponsors: A Member who engages in sponsoring activity or who sponsors a Member shall:

5.1.1      sell to the sponsored Member an unaltered AG Nutrition business kit at a fee as designated by AG Nutrition only.

5.1.2       be in compliance with the Member Contract and meet all requirements as set forth in the Member Contract including AG Nutrition Business Policies.

5.1.3      train and motivate the sponsored Member in accordance with AG Nutrition Business Policies, or cooperate with the upline to ensure that this training and motivation occurs.

5.1.4      Ensure that the Member(s) whom they have personally sponsored and downline of those sponsored, fully comply with the Code and the terms of the Member Contract including the AG Nutrition Business Policies, and all applicable laws and regulations.

5.1.5      Encourage Member(s) whom they have personally sponsored and downline of those sponsored, to attend official AG Nutrition’ meetings and functions.

5.1.6      Explain the responsibilities and obligations of a Member under the Member Contract, including the AG Nutrition Business Policies and instruct the sponsored Member on how to operate a Membership in accordance with the AG Nutrition Business Policies, in addition to the AG Nutrition Sales and Marketing Plan and other official AG Nutrition literature.

5.1.7      Support and comply with the Code and educate and assure that other Member(s) whom they have personally sponsored and downline of those sponsored.

5.1.8      Protect the sponsorship rights of each Member whom they have personally sponsored and downline of those sponsored.

Section 6 – Preservation of the Line of Sponsorship

6.1       Protection of the Line of Sponsorship: The sale of an ownership interest in a Membership, transferring a Membership, requires prior approval in writing by AG Nutrition. This approval shall be at AG Nutrition’s sole discretion.

6.1.1    The transfer of a Member, with or without his/her/their personally sponsored and downline of those sponsored, moves the sponsorship of that Membership from one Member to another.

6.1.2    When a Membership is sold, such Membership shall remain in the same position in the Line of Sponsorship.

6.1.3    Transfers may not be used to strategically or artificially restructure any part of the Line of Sponsorship.

6.2       Divorce, Separation, or Other Dissolution: Whenever a business is ordered to be separated or divided as the result of a divorce, dissolution of a corporation or partnership (where applicable), the separation or division must be accomplished in such a way as to not adversely affect the interests and/or income of the Member in the Line of Sponsorship. During the division or separation process, neither party shall administer or operate, together or separately, any other Membership without AG Nutrition’s express written consent.

6.2.1    Divorce: Upon divorce of a married couple one of whom is a signatory to a Member Contract, AG Nutrition shall continue to recognize the signatory to the Member Contract as the Member and shall pay Bonus and grant awards and rewards to such Member only. AG Nutrition will continue to treat the Membership as a single entity and the individuals formerly married are still bound by the applicable Section in this Code as they deal with spousal issues. Any arrangements between divorced spouses with respect to proceeds from AG Nutrition Business of one of the spouses must be handled by the divorcing spouses independently and separately at their costs. Absent the express written consent of AG Nutrition, no arrangements shall be made to divide proceeds or to share awards or rewards between divorced spouses.

6.2.2    Dissolution of a Legal Entity Operating a Membership: Absent the express written agreement of AG Nutrition to the contrary, prior to dissolution of a legal entity that is a signatory to a Member Contract, the Member Contract may be assigned to the authorized representative of the legal entity who signed the Member Contract originally on behalf of the company. The failure to either assign the Member Contract to the authorized representative shall result in abandonment of the Membership in accordance with Section 13 of the Code.

6.3       Disposition of a Membership: If a Member terminates his/her Membership with AG Nutrition, or fails to apply for extension of the Membership within the required time period, or dies without leaving heirs who are willing and able to assume responsibility for the Membership, AG Nutrition, at its sole discretion, shall decide the future of the Membership in accordance with Section 13.

6.4       Non-Compete/ Non-Solicitation:

1. Non-Compete:
   A Member shall not, for a period of one (1) year after the termination of his/her contract of Membership with AG Nutrition, engage in or carry on any business or service, either directly or indirectly, which may be considered to be in competition with or similar to AG Nutrition Business, whether for his/her own account, or for the account of any other person in Malaysia and/or any countries where AG Nutrition Business has its presence (“Worldwide”), using or exploiting any confidential information belonging to AG Nutrition, its customers or Member(s). Confidential information includes the Proprietary Information under Section 4.23, but is not limited to: AG Nutrition’s Line of Sponsorship information, AG Nutrition Sales and Marketing Plan, AG Nutrition Products, other marketing strategies, technology, know-how, customer lists and contacts, Member(s) lists and contacts, customer portfolios, costs of production and marketing, product costs, prices, quoted prices, specific needs and requirements of customers and suppliers, status of all on-going negotiations with customers, price lists, and any other information which by its nature could be considered to be confidential.

2. Non-Solicitation:
   A Member shall not, during the existence of his/her contract of Membership with AG Nutrition, and for a period of twenty-four (24) months after the termination of his/her contract of Membership with AG Nutrition, whether for his/her own account, or for the account of any other person in Malaysia and/or Worldwide, solicit, induce, attempt to solicit, attempt to induce, or otherwise entice away from AG Nutrition, any of its Members in Malaysia and/or Worldwide. Furthermore, a Member shall not use or exploit AG Nutrition’s confidential and Proprietary Information which includes but is not limited to AG Nutrition’s Line of Sponsorship information, AG Nutrition Sales and Marketing Plan, AG Nutrition Products, other marketing strategies, technology, know-how, customer lists and contacts, Member lists and contacts, customer portfolios, costs of production and marketing, product costs, prices, quoted prices, specific needs and requirements of customers and suppliers, status of all on-going negotiations with customers, price lists, and any other information which by its nature could be considered to be confidential.

Section 7 – Non-AG Nutrition Produced Business Support Materials (BSM)

While AG Nutrition does not require anybody to purchase BSM, Member(s) may decide that they can play a useful role in building a profitable business or achieving goals. BSM are entirely optional and any Member(s) who choose to promote, use, sell or distributes BSM must emphasize that the purchase is strictly voluntary. All BSM utilized in building a Membership or selling AG Nutrition Product must comply with the Code and the AG Nutrition Business Policies. BSM may not be sold to non-Member nor can the purchase of any BSM be framed as a requirement for becoming a Member. AG Nutrition does not endorse any BSM. At its sole discretion, AG Nutrition may review any BSM and determine whether or not it is suitable for use in the market. AG Nutrition’s review would be solely for the determination of compliance with its Code, AG Nutrition Business Policies and its other business practices/guidelines. Member(s) are responsible for compliance with all governing laws and guidelines regarding the content, production, distribution, and sale or use of BSM. Member(s) are advisable to contact AG Nutrition to ensure compliance of the laws and guidelines regarding BSM.

7.1       Member Only: Subject to a written approval by AG Nutrition, Member(s) may produce BSM dealing with general subjects of a “how-to” nature; however, they must bear the legend “For Existing Member Only – Not for use with Prospects.”

7.1.1    Member(s) who choose to use, sell or distribute BSM, including tickets to seminars and events, may not suggest, or imply that the use of any such materials will guarantee success. All BSM shall contain the following or substantially equivalent language in a format and placement indicated by AG Nutrition: “No one can guarantee that these techniques and approaches will work for you. We hope, however, that the ideas presented here will assist you in developing a strong and profitable business. These materials have been published independently of AG Nutrition. ”

The above language or its equivalent must appear on all seminars and event tickets.

7.2       Review: AG Nutrition reserves the right to require submission of all BSM for review and authorization at its sole discretion. As a result of such review, AG Nutrition may require that such BSM be modified and/or take other appropriate action(s).

Section 8 – Presentation of the AG Nutrition Sales and Marketing Plan

8.1       Must not Give False Impression: When inviting a Prospect to hear a presentation of the AG Nutrition Sales and Marketing Plan, a Member shall neither directly or indirectly:

8.1.1    Give the impression that the AG Nutrition Sales and Marketing Plan relates to an employment opportunity;

8.1.2    Imply that the invitation is to a social event;

8.1.3    Disguise the invitation as a “market survey;”

8.1.4    Promote the event as a “tax seminar;” as stated in Section 8.3.3;

8.1.5 Promote the AG Nutrition Business Opportunity as a business relationship with a person, company, or organization other than AG Nutrition;

8.1.6   Directly or indirectly indicate that such products are merely one line of products distributed through or as a part of a brokerage, consignment, or intermediary business operated by a person, company or organization other than AG Nutrition;

8.1.7    Directly or indirectly indicate that the AG Nutrition Business Opportunity, Member or AG Nutrition Products merchandised through AG Nutrition are part of any business other than the AG Nutrition Business Opportunity as defined in the Code and other official AG Nutrition literature;

8.1.8    Fail to affirmatively indicate in connection with such invitation the true nature of such presentation and that the presentation is about the AG Nutrition Sales and Marketing Plan and the AG Nutrition Business Opportunity; or

8.1.9    Engage in any other direct or indirect misrepresentation of the AG Nutrition Business Opportunity and the Member’s relationship to AG Nutrition and the nature of the AG Nutrition Business, or omit any information that a person receiving such an invitation or attending or otherwise participating in such a presentation or event could reasonably be expected to need in order to properly evaluate the AG Nutrition Business Opportunity, AG Nutrition Products and/or other AG Business Policies; or

8.1.10 in any other way violate Section 4.24 above.

8.2       First Contact with Prospect: It is a breach of the Code or the AG Nutrition Business Policies for a Member to mislead or fail to inform a Prospect the nature of the Member(s)’ activities and, therefore, at the first contact with Prospect, a Member must:

8.2.1    Introduce himself/herself by name;

8.2.2    Truthfully and honestly represent the AG Nutrition as a Member;

8.2.3    Truthfully and honestly respond with full transparency and candor to any questions that the Prospect has concerning the AG Nutrition Business Opportunity, AG Nutrition Products, the Member or AG Nutrition.

8.3       Sponsorship Ethics: In seeking participation of a Prospect in the AG Nutrition Sales and Marketing Plan, the sponsoring Member must comply with Section 4.24 above as well as the following:

8.3.1    Must not say that a successful Membership can be built in the form of a “wholesale buying club”, where the only products bought and sold are those transferred to other Member(s) for their personal use.

8.3.2    Must not say that there is no requirement for the retail sale or marketing of products by Member(s).

8.3.3    Must not promote the enjoyment of tax benefits as the best or principal reason for becoming a Member.

8.3.4    Must not say that the business is a “get-rich-quick” opportunity in which it is easy to achieve success with little or no expenditure of effort or time. In the event that another Member is used as an example for success, that Member(s)’ success must be verifiable and substantiated.

8.3.5    Must not use any broadcast communication methods including mass mailings, telemarketing, national or international advertising, radio, television, facsimile services, computer communication networks including the internet, or any other means by which personal contact is not present to secure the Member or to solicit the sale of AG Nutrition Products.

8.3.6    A Member must not misrepresent the relationship between AG Nutrition and any other company affiliated with AG Nutrition.

8.4       No Exclusive Territories: No Member shall represent that there are exclusive territories available. It is a breach of the terms of Membership to make such a representation.

8.5       No Obligation to Purchase: A Member shall not require a Prospect to purchase AG Nutrition Products and/or that a deposit is required in order to participate, nor that there is a fee under the form of a training course, seminar, social event or similar activity in order to have the right to participate, except for the AG Nutrition business kit whereupon applicable for purchase. It is a breach of the terms of Membership to make such a representation.

Section 9 – Use of the AG Nutrition Trade Name, Trademarks and Copyrighted Materials

This Section has been developed to maintain the integrity of AG Nutrition Intellectual Property and to ensure that the AG Nutrition brand will be available exclusively for the AG Nutrition Business. In addition, AG Nutrition has implemented a corporate identity program that requires the correct and consistent use of the AG Nutrition corporate logo, no matter where it appears. Therefore, no alterations to the approved logotype are allowed. Upon request, AG Nutrition will provide an example of the approved logotype and color specifications.

9.1       Misuse and Misappropriation: Members shall not misuse or misappropriate AG Nutrition Intellectual Property or its Proprietary Information. It is a breach of the Member Contract for a Member to use any AG Nutrition Intellectual Property or Proprietary Information belonging to or licensed to AG Nutrition except in accordance with the applicable terms, conditions and procedures set forth in the Member Contract, including the Code and AG Nutrition Business Policies.

9.1.1    Each Member acknowledges and agrees that AG Nutrition is the owner of the AG Nutrition Intellectual Property including, e.g., logos, service marks and other intellectual property and industrial property, including the name AG Nutrition, and various trademarks, trade names and service marks used in connection with AG Nutrition Products, and the various designs or labels.

9.1.2    Member(s) shall not use, in connection with AG Nutrition Business or any other business (including but not limited to, any business vehicle, office, phone listings, premises, or stationery) and/or on or in connection with any products, the AG Nutrition’s name, or AG Nutrition Intellectual Property or other intellectual property belonging or licensed to AG Nutrition without the prior written consent of AG Nutrition and subject always to any conditions attached to such use except as otherwise provided herein. AG Nutrition reserves the right to withdraw its consent at its absolute discretion.

9.2       Imprinted banners/signs for Meetings/Events: If a Member desires to conduct a meeting or event in which the AG Nutrition’s name will be displayed in public, the said Member must first obtain prior written approval from AG Nutrition for such use of the AG Nutrition’s name (A public meeting is one where prospects may attend). The said Member shall provide a written request to AG Nutrition for each meeting; such request shall include a description of the proposed banners/signs, their size, materials to be used for banner/signs and location.

9.2.1    Member(s) must not produce or obtain any printed products from any source other than AG Nutrition which bears the AG Nutrition’s name, trademark, logo or trade name without written permission. Such permission must be renewed for each Event/Meeting.

9.2.2    AG Nutrition reserves the right at all times to withdraw permission to display the AG Nutrition’s name if standards stated are not met, of which AG Nutrition shall be the sole judge.

9.3       Imprinted Business Cards: Upon payment of a fee, AG Nutrition shall provide to the Member of his/her business cards.

9.4       Promotional Literature, Stationery, Premiums, etc.: Member(s) shall not produce or procure from a source other than AG Nutrition any items bearing the AG Nutrition’s name or logo or any trademarks, trade names or service marks belonging to or licensed to AG Nutrition.

9.5       Use of Internet/Website:

9.5.1    Member(s) may create a personal home page to provide and share information on their business and themselves with friends and downlines.

9.5.2    Member(s) at their own cost may purchase hardware or software for computers, subscribe to the internet service provider and maintain the site at their own cost.

9.5.3    Member(s)’ websites must be pass code protected. Such pass codes must not be easily determined by uninvited individuals seeking entrance.

9.5.4    Use of the website or any broadcast communication methods, including mass mailing, telemarketing, national or international advertising through radio, television, facsimile services, computer communications network or any other means by which person to person contact is not present, as a channel for the dissemination of mass communication or information whether in graphic, printed or audible form with the purpose of offering business opportunities, securing customers, selling or to promote the sales of products, or the sales or offer for sale of business support materials by Member(s) is prohibited.

9.5.5    Member(s) are prohibited from using the website for sending, transmitting or otherwise communicating of any unsolicited e-mail messages to persons with whom the Member(s) do not have a pre-existing personal or business relationship.

9.5.6    Website content must comply with AG Nutrition Business Policies and must contain a Privacy Policy that is consistent with market/territory applicable laws.

9.5.7    Websites are not to be used for the offer or sales of products and are to be operated and maintained in compliance with all respective Member(s)’ laws, regulations and codes and there shall be no unauthorized use of intellectual property rights of any parties.

9.5.8    Member(s) shall provide and register with AG Nutrition their websites’ access pass code. AG Nutrition shall have right of access to Member(s)’ websites and any contents deemed inappropriate by AG Nutrition must be changed whether by way of editing, deletion or addition if AG Nutrition so directs.

9.5.9   E-mail addresses are permitted but such e-mail addresses must not appear in the home page.

9.5.10  A Prospect shall not be required as a condition to becoming a Member or any currently authorized Member shall not be required as a condition to receiving assistance in the development of his/her business from his/her Sponsor, to purchase hardware or software for computers, subscribe to an internet service provider or establish a website.

9.5.11 Member(s) shall not without the written consent of AG Nutrition, use AG Nutrition Intellectual Property including trade name or service marks or any variations likely to cause confusion with AG Nutrition’s trade name or service marks in their website addresses or e-mail addresses including a meta tag or other site locator.

9.5.12 Member(s) shall not make any representations in their websites that expressly or imply in any manner to guarantee success in any aspect of the AG Nutrition Business Opportunity.

Section 10 – Death and Inheritance

10.1     Death and Inheritance: Upon the death of a Member, the said Member’s interest in the Membership may be passed on to one (1)  designated beneficiary named by the said Member, subject to the applicable laws on succession governing such Member and AG Nutrition’s acceptance of the assignment of the Membership pursuant to Section 3. Therefore, the original Member must make proper arrangements during their lifetime for the orderly and legal transfers of ownership of his/her Membership to the said rightful beneficiary.

Section 11 – Breach of Contract; Procedures

11.1    Procedures:

11.1.1  Investigation: When AG Nutrition believes that a breach of the Code or the AG Nutrition Business Policies has occurred, will occur, or is threatened to occur, AG Nutrition may investigate the activity of the Member at issue. AG Nutrition may undertake this investigation on its own initiative or when requested by another Member who has submitted a written complaint to AG Nutrition as provided in Section 11.1.2.

11.1.2 Complaints by Member: A Member who believes that another Member has breached the AG Nutrition Business Policies and/or the Code, or who has personal knowledge of the activities leading to such alleged breach, shall notify AG Nutrition in writing of the alleged breach and all facts connected with it.

11.1.2.1 On receiving this notice AG Nutrition will notify the appropriate Member of the complaint and request an immediate response.

11.1.2.2 If the complaint and response do not contain sufficient facts upon which to make a decision, additional information may be requested from any party by AG Nutrition.

11.1.2.3 When AG Nutrition believes that it has sufficient information regarding the facts and circumstances relevant to the complaint, AG Nutrition will decide whether there has been a violation of the AG Nutrition Business Policies or other breach of the Code and will take appropriate action in accordance with Section 12.

11.1.3 Notification of Action:

11.1.3.1 AG Nutrition will forward a decision letter to the violating Member. The decision letter will list the specific complaint(s), outline the corrective action to be taken and, if appropriate, set a time limit for the Member to comply.

11.1.3.2 Notice: Any notice shall:

11.1.3.2.1  Be mailed, e-mailed or faxed or sent by registered mail or other confirmable method allowable by law to the address or fax that AG Nutrition has on record for the Member. Claim of failure of a Member to receive a notice shall not delay the action by AG Nutrition; and

11.1.3.2.2   If applicable, state the Section(s) of the Code or other provisions of the Member Contract violated or breached by the Member; and

11.1.3.2.3   State the date of which any such action shall become effective; and

11.1.3.2.4  If applicable, advise the Member of his/her opportunity to seek review of AG Nutrition’s decision.

11.2     Waiver of Claims: A Member waives any and all claims against AG Nutrition arising out of or in respect to any action that AG Nutrition takes under the Membership and/or this Section. A Member who is terminated, de-sponsored or has other action taken as a result of a violation of the Code or the AG Nutrition Business Policies shall have no claim against AG Nutrition arising out of or with respect to the termination or de-sponsorship.

Section 12 – Breach of Contract; Sanctions

12.1     Sanctions: In the event AG Nutrition at it sole discretion determines that there has been a breach of the Code or the AG Nutrition Business Policies by a Member, AG Nutrition may take one or more of the following actions:

12.1.1 Terminate the Membership by providing the Member with a written notice of termination at his/her address or by some other suitable or electronic means or as allowed by law;

12.1.2 Require the Member to attend training;

12.1.3  Suspend specific authorizations under the Membership, such as by way of example and without limitation, the Member opportunity to Sponsor, to purchase or sell AG Nutrition Products, or to conduct similar activities associated with the AG Nutrition Business;

12.1.4 Remove the Member as a Sponsor of any downline Member also called “de-sponsoring” and/or restrict the Member’s authority to Sponsor others;

12.1.5 Require refund of the Bonus;

12.1.6 Remove any qualification and require return of any objects evidencing such qualification (by way of example and not limitation, such as pins, certificates, etc.); or

12.1.7 Require written acknowledgement of the breach(es) and an undertaking not to breach the Member Contract in the future; or

12.1.8 Take any action short of termination of the Membership as may be permissible under applicable law and appropriate in AG Nutrition’s sole discretion to address the specific breach(es);

12.2     No Waiver: The failure of AG Nutrition to take any action upon learning of a breach or potential breach shall not constitute a waiver of AG Nutrition’s rights to assert such a breach in the future. The failure of a Member to take any action upon learning of a breach shall not constitute a waiver of any other rights or remedies that may be available under applicable law.

12.3     Suspension: AG Nutrition reserves the right to determine the specific terms of each suspension on a case by case basis. In the event of any breach of contract by a Member, AG Nutrition may take action to suspend some or all of the Member’s privileges under the Membership, including but not limited to:

12.3.1 Withholding Bonus for payment of higher award monies pending final resolution of the matter; and/or

12.3.2 Suspending authorization to conduct sponsoring activity (sponsoring, recruiting meetings, training sessions, home presentations, etc.); and/or

12.3.3 Suspend invitations to company-sponsored seminars, trips and events; and/or

12.3.4 Conduct reorientation and retraining meetings; and/or

12.3.5 Require that Member provide AG Nutrition with recordings of their AG Nutrition Sales and Marketing Plan’s presentations.

12.4     Actions on Termination: Upon termination for any cause whatsoever, the Member shall cease to identify himself/herself as a Member.

Section 13 – Disposition of Terminated or Non-Renewed Membership

13.1     Abandonment: When a Membership of a Member is terminated or not renewed, the Membership is considered abandoned, and the signatory to the Member Contract shall have no further rights in the Membership. AG Nutrition may , if applicable, assign or dissolve the Membership, pursuant to Section 13.1.1 and Section 13.1.2, the right to operate AG Nutrition Business in the former Member’s position in the Line of Sponsorship to another Member, or may remove such position in the Line of Sponsorship, in its sole discretion. In exercising its prerogative hereunder, AG Nutrition may elect to employ one of the following methods or any other method permissible by law, and may unilaterally modify and amend the Membership of any affected Member to change their Sponsor and the Line of Sponsorship as may be necessary to implement such decision:

13.1.1 Sale of Membership: If AG Nutrition elects to sell the right to operate  AG Nutrition Business in the former Member’s position in the Line of Sponsorship, the following will be observed:

13.1.1.1 The sale shall be offered in the order of priority.

13.1.1.2 The terms of the sale will be set forth in a written contract executed between AG Nutrition and the purchaser.

13.1.1.3 The purchasing party shall operate the AG Nutrition Business in the position in the Line of Sponsorship held by the previous Member.

13.1.2 Dissolution of Membership: If AG Nutrition so elects, the Sponsor of the former Member in the Line of Sponsorship may undertake the obligations of the former Member and assume the role of Sponsor for all Member(s) who had been personally or Internationally Sponsored by the former Member.

13.2     No Limitation on AG Nutrition: AG Nutrition, however, is in no way limited to any of the above methods of disposition of AG Nutrition Business and may exercise complete discretion as to methods and/or timing of disposition.