Policies and Procedures

These Policies and Procedures, are effective as of the date first displayed above and govern the way a VistaLife™ Associate conducts business with the Company, other Associates, and with retail Customers. They replace and succeed all previous versions. The governing definitions are capitalized and found in Appendix A. Any interpretation, clarification, exclusion, or exception to these Policies and Procedures, in order to be effective, must be in writing and signed by an authorized officer of the Company. The Company endeavors to enforce the Policies and

Procedures on a uniform and nondiscriminatory basis. However, any failure to enforce any of the provisions of the Policies and Procedures with one Associate does not waive the Company's right to enforce any such provision(s) with that same Associate or any other Associate.

These Policies and Procedures, the Statement of Beneficial Interest (if any), the Associate Application and any country or situation-specific addendum(s) thereto, and any other written agreement between the Associate and the Company in their present forms and as amended from time to time at the sole discretion of the Company, are by this reference incorporated into, and form an integral part of, what is collectively referred to as the "Contract." Each Associate has the responsibility to read, understand, adhere to the Contract and ensure that he or she is aware of and operating under the most current version of the Contract. When sponsoring a new Associate, the Sponsoring Associate shall provide the most current version of the Contract to the applicant prior to his or her execution of the Associate Application. By signing an Associate Application or accepting Commissions from the Company, an Associate demonstrates that he or she has read and understands and consents to abide and be bound by the Contract and any amendments thereto.

The Company may amend any part of the Contract from time to time as laws and business circumstances change; however, notice of any amendment will be published by the Company on its website at least thirty (30) days before the change is made effective. It is the responsibility of all Associates to regularly review the most recently published Contract, located at www.VistaLife.com or other Company websites. The Company will also provide a copy of its most current Contract upon the Associate's request.

Code

The Company has made a commitment to provide its Associates top quality Products, exceptional support and a successful Compensation Plan. An Associate may purchase Products directly from the Company for both personal use and for resale to consumers. In turn, An Associate agrees to represent the Products and income opportunity in an ethical and professional manner. Each Associate agrees to abide by the following Code of Ethics:

As An Associate: 

1. I will be respectful of each and every person I meet while doing the Associate Business. 2. At all times I will conduct myself and my business in an ethical, moral, legal and financially sound manner and will not engage in any deceptive or illegal practice.

1. I will not communicate disparaging comments about competitors' products to others and shall not communicate slanderous, libelous and derogatory statements about competitors or other Associates.
2. I will not engage in activities that would bring disrepute to the Company, other Associates, or me.
3. I will be truthful in my representation of the Products and will make no Product claim that is not contained in and supported by official Company publications.
4. I will fulfill my leadership responsibilities as a Sponsor by training, assisting, and otherwise supporting the Associates in my Downline Organization.
5. I will correctly and lawfully represent the Compensation Plan and the income potential represented therein.
6. I   will      abide   by        each     and      every   term     and      condition         of         the       Contract.
7. I will honor the terms of the Product return and refund policies with all my retail Customers. 10. I will respect the Sponsor relationship of every other Associate and I will neither attempt to interfere with or change these relationships nor make disparaging or untrue claims about other Associates.

Section 1 - Becoming an Associate

A. Age of Majority.

In order to become an Associate, all Applicants must have reached the age of majority, usually eighteen (18) years of age, in the jurisdiction in which they reside.

B. Application

An Applicant is authorized by the Company to exercise Associate Rights and operate an

Associateship. The Applicant must also submit with the Associate Agreement: an Identification Number for the Business Entity. To verify the form of the Business Entity, Beneficial Interest holders, and authorized signatories, the Company may require, at any time, the Applicant to submit a copy of its articles of organization, articles of incorporation or other charter documentation.

C. Required Purchase

Unless otherwise prohibited by law, the only purchases required to obtain and maintain an Associateship are the Associate kit, monthly autoship or appropriate volume and the annual renewal and materials fee.

D. Phoned Applications

A temporary Associateship will be created for those Associate Agreements processed via the telephone until such time as the Company has received the completed Contract. This temporary Associateship is subject to all the terms and conditions of the Contract and, while the original documentation is being received and processed, allows the Applicant to order Product for thirty

(30) days. If the Applicant fails to provide the Company with an original, signed Associate Agreement or electronic copy of the same within the thirty (30) days, the temporary Associateship may be terminated.

E. Business Entities

If the Applicant is a Business Entity, the original signature on the Associate Agreement must be of a Person authorized to bind the Business Entity. The Applicant must also submit with the Associate Agreement: an Identification Number for the Business Entity. To verify the form of the Business Entity, Beneficial Interest holders, and authorized signatories, the Company may require, at any time, the Applicant to submit a copy of its articles of organization, articles of incorporation or other charter documentation.

F. Identification Number

For tax reporting (where required) and identification purposes (where permitted by law), the Company requires Applicants to provide the Identification Number or other personal identification number. Failure to provide this number may result in rejection of the Application or cancellation of the Associateship.

G. Inaccurate Information

If the Company determines that the Associate Agreement or the Statement of Beneficial Interest contains inaccurate or false information, it may immediately terminate an Associateship or declare the Associate Agreement null and void from its beginning. Further, it is the obligation of the Associate to report to the Company on an ongoing basis any changes which affect the accuracy of the Contract.

H. Terms

The Contract is valid for the period of one (1) year from the Date of Sign-up. Each year after that, the Contract may be renewed by payment of a renewal and materials fee. This fee must be paid by the Associate on the annual anniversary of the Date of Sign-up when the Associateship is required to be renewed. The purpose of this fee is to support Associates by providing them with materials and information on the Company's Products, programs, Policies and Procedures, and related information.

1.  The Associate expressly authorizes the Company to collect the annual renewal and materials fee using any payment method available, including charging any credit card on file for the Associate or withholding from Commissions.

2.  An Associate will forfeit Associate Rights and agrees that his or her

Associateship may be converted to a Retail Customer under the current Sponsor, may lose its Downline Organization, and may forfeit the right to participate in the Compensation Plan, if the annual renewal and materials fee is not paid by the renewal date.

I. Non-Exclusive Territory

The authorization of an Associate to exercise Associate Rights and operate an Associateship here under does not include a grant of an exclusive franchise or territory to an Associate, nor is an Associate allowed to make such claims.

Section 2

Obligations of an Associate and Managing an Associateship

A. Compliance

An Associate shall comply at all times with each of the terms and conditions of the Contract.

B. Independent Contractor

An Associate is an independent contractor and is responsible for his or her own business expenses, decisions, and actions.

1. An Associate shall not represent himself or herself as an agent, employee, partner, or joint venturer with the Company. An Associate shall not make purchases or enter into any transactions in the Company's name. 
2. An Associate's work hours, business expenditures, and business plans are not dictated by the Company. An Associate shall make no printed or verbal representations which state or imply otherwise.
3. An Associate is fully responsible for all of his or her verbal and/or written statements made regarding the Products, services, and the Compensation Plan which are not expressly contained in official Company materials and the Associate agrees to indemnify the Company against any claims, damages, or other expenses, including attorneys' fees, arising from any representations or actions made by the Associate that are outside the scope of the Contract. The provisions of this Section survive the termination of the Contract.

C. Compliance with Laws

In conducting its Associate Business, an Associate must comply with all applicable national and local laws, regulations, and ordinances. An Associate shall not violate any laws which apply to unfair competition or business practice, including any law that prohibits the advertising, offer to sell, or sale of Products at less than the Wholesale price of the Products.

D. Offerings

An Associate may not offer or promote any non-Company plans, incentives, opportunities, or non-approved Sales Tools in conjunction with the promotion of Products without notifying Company. The Company will not uphold any offerings promised by an Associate, including incentives. 

E. Promotion of Competing Products

An Associate is prohibited during the term of the Contract from promoting or selling any nonCompany brand ingestible or topical products which have any ingredients that are contained in the VistaLife Line.

F. Non-Competition

Subject to the provisions of this Section, An Associate is prohibited, during the term of the Contract, from acting, directly or indirectly, as an independent Associate, employee, executive, or consultant to or on behalf of a Competing Company. This Section does not apply to an Associate if, prior to becoming an Associate with the Company or prior to the effective date of this policy, he or she was acting as an independent Associate, employee, executive, or consultant to or on behalf of a Competing Company.

G. Retail Sales

Achieving success as an Associate requires time, effort and commitment. There are no guarantees of Commissions, only rewards based upon productivity. A successful Associate Business requires regular and repeated Retail Sales of Products by an Associate. Retail Sales by an Associate's Downline Organization also contributes to the success of an Associate Business. The Company encourages Retail Sales to at least two Customers on a monthly basis. An Associate is required to keep all records of Retail Sales for at least four years and compliance with Retail Sales requirements of the Company is randomly monitored by the Company. Each Product purchased by non-Associates or Customers is automatically counted on a monthly basis towards Retail Sales requirements.

H. Negative Statements

An Associate will make no disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons with regard to:

1.  the Company, its Products, its commercial activities, or its Associates; or

2.  other companies, including competitors, their services, products or commercial activities.

I. Unethical Activity

An Associate must be ethical and professional at all times when conducting Associate Business. An Associate will not, nor will the Associate permit Associates in his or her Downline Organization to engage in unethical activity.

Examples of unethical activities include, but are not limited to, the following:

1. Use of another Associate's credit card without express written permission;
2. Unauthorized use of any Company Confidential Information;
3. Cross-Company Recruiting (including aiding and abetting another to Cross-Company Recruit);
4. Cross-line Recruiting (including aiding and abetting another to Cross-line Recruit);
5. Writing checks without sufficient funds to either the Company or another Associate;
6. Making claims about the Product;
7. Making income claims about the Associate Business which are not compliant with the provisions of the Policies and Procedures;
8. Making false statements or misrepresentation of any kind, including but not limited to: untruthful or misleading representations or sales offers relating to the quality, availability, grade, price, terms of payment, refund rights, guarantees, or performance of Products;
9. Personal conduct that discredits the Company and/or its Associates;

10.  Violating the laws and regulations pertaining to the Associate Business;

11.  Failing to meet Sponsor responsibilities; 12. Violating the Code of Ethics; or 13. Violating the Contract.

J. Cross-line Recruiting

The Associate is prohibited from engaging in Cross-line Recruiting.

K. Cross-Company Recruiting

1. The Associate is prohibited, during the term of the Contract and for one (1) year following the date of termination of the Contract, from Recruiting another Associate, other than the Associate's immediate family members. The Associate stipulates and agrees that Recruiting constitutes an unreasonable and unwarranted interference with the contractual relationship between the Company and its Associates, conversion of the Company's property, and misappropriation of the Company's trade secrets. The Associate further stipulates and agrees that any violation of this rule will inflict immediate and irreparable harm on the Company, and that the Company shall be entitled, in addition to any other remedies that may be available, to immediate, temporary, preliminary, and permanent injunctive relief without bond; and that such injunctive relief may extend the post-termination period of this restriction for up to one (1) year from the date of the last violation of this provision. Notwithstanding the foregoing, the Company may waive this provision as to any particular instance of Recruiting if the violating Associate can provide the Company with evidence sufficient in the Company's judgment that the violating Associate knew the Recruited Associate prior to the violating Associate's enrollment with the Company and independent of any association with the Company. The provisions of this Section survive the termination of the Contract. Nothing herein waives any other rights and remedies the Company may have in relation to the use of its Confidential Information or any other violations of the Contract.
2. The Associate agrees that appearing in, being referenced in, or allowing the Associate's name or likeness to be featured or referenced in any promotional, recruiting or solicitation materials for another direct selling company constitutes Cross-Company Recruiting. 

L. Resolving Disputes

An Associate must conduct all activity in the best interests of the Company. Sponsors shall use their best efforts to resolve disputes in their Downline Organizations. Any personal disputes between Associates must be resolved quickly, privately, and in the best interests of the Company.

M. No Claims of Unique Relationship

An Associate may not allege or imply that he or she has a unique relationship with, advantage with, or access to the Company executives or employees that other Associates do not have.

N. Detrimental Conduct

If any conduct by an Associate or any participant in the Associateship is determined by the

Company to be injurious, disruptive, or harmful to the Company or to other Associates, the Company may take appropriate action against an Associate and the Associateship as set forth in Section 8.

O. No Reliance

An Associate may not rely on the Company to provide legal, tax, financial, or other professional advice, nor may it rely on any such advice if given.

P. Service Charges

The Company provides numerous services to its Associates without charge. However, Associates occasionally make requests that require special time and effort to fulfill. Requests in this category would include copies of receipts, paperwork, in-depth Commission information that must be calculated or extracted, research, banking instructions, stop-payment requests, etc. These and other special requests are available to the Associate for a cost of forty dollars ($40) per hour, plus actual costs, with a minimum charge of forty dollars ($40) per request. Costs would include banking fees, photocopy expenses, professional fees, etc.

Q. Insurance

The Company carries a commercially reasonable amount of product liability insurance. However, the Company does not distribute copies of the policy nor does it disclose the amount of the insurance. Since laws differ according to jurisdiction, the Company encourages its Associates to consult with an attorney regarding the extent of their personal legal liability with respect to their independent businesses.

R. Confidentiality

Upon signing an Associate Agreement, the Associate agrees to maintain confidentiality regarding Confidential Information and any other trade secrets and proprietary information. This confidentiality obligation is irrevocable and permanent, remains after termination of the Contract, and is subject to legal enforcement by injunction and award of costs and fees

necessarily incurred. All Confidential Information is transmitted to, or allowed to be gathered by, Associates in strictest confidence on a need-to-know basis for use solely in the Associate Business. Associates must use their best efforts to keep such information confidential and must not disclose any such information to any third party, directly or indirectly. Associates must not use the Confidential Information or any information derived there from to compete with the Company or for any purpose other than for promoting the Company's program and its products and services. The Associate maintains no ownership interest in any Confidential Information or any information derived there from, including contact and profile information of Downline Organizations, or other Associate contact information gathered in connection with the

Associate's Business, and may not sell, disseminate, or provide it to any other party. The Associate acknowledges and agrees that the Confidential Information received by the Associate relating to the profiles and reports of Downline Organizations or other Associate Information gathered in connection with the Associate Business, including any information derived therefrom, constitutes the Company's trade secrets.

S. Privacy of Associate Information

All information provided by an Applicant on an Associate Agreement will be used solely for the purposes of evaluating the Associate Agreement and for related activities of the Associate. An Associate authorizes the Company to disclose, in the Company's sole discretion, its contact information to the Associate's Upline, and to the Associate's Downline Organization three (3) levels below or to those Associates for whom the Associate is the closest Upline. The contact information may be used only for the Associate Business.

T. Use of Confidential Information

The Associate may acquire Confidential Information during the term hereof, for example, from the sale of Associate tools or merchandise to the Company's Associates, including those who are crossline to the Associate. Accordingly, regardless of the source of the Confidential Information, the Associate understands and agrees:

1. the Confidential Information is for the exclusive and limited use of the Associate to facilitate the training, support and servicing of the Associate's Downline Organization for furtherance of the Associate Business only;
2. he or she will not disclose the Confidential Information to a third party directly or indirectly (including other Associates) and that doing so constitutes misuse, misappropriation, and a violation of the Contract;
3. the information is of such character as to render it unique and that disclosure of it will cause irreparable damage to the Company; the Company is therefore entitled to immediate, temporary, preliminary, and permanent injunctive relief, in addition to all other remedies available in law or equity, to prevent or compensate for any violation of this policy;
4. He or she will not use the information to compete with the Company directly or indirectly and improper use will result in termination of the Contract;
5. He or she may be required to sign a non-disclosure agreement before receiving Confidential Information from the Company, or prior to engaging in activities that would allow the Associate to acquire Confidential Information; and
6. Upon expiration, non-renewal or termination of the Contract, he or she will discontinue the use of such Confidential Information and destroy or promptly return to the Company all Confidential Information under the control of or in his or her possession. 

U. Notification of Adverse Action

An Associate shall immediately notify the Company in writing of any potential or actual legal claims from third parties against the Associate arising from, or associated with, the Associate Business or the Downline Organization that may adversely affect the Company. After notifying the Associate, the Company may take any action necessary to protect itself, including controlling any litigation or settlement of the legal claims. If the Company takes action in the matter, the Associate shall not interfere or participate in the matter.

V. Release for use of Photo, Audio, or Video Image, and/or testimonial Endorsement

1. The Company may take photos, audio or video recordings, or written or verbal statements of An Associate at Company events or may request the same directly from An Associate. The Associate agrees to and hereby grants the Company the absolute and irrevocable right and permission, to use, re-use, broadcast, rebroadcast, publish, or republish any such photo, audio, video, or endorsement, in all or in part, individually or in conjunction with any other photograph or video, or any other endorsement, in any current or future medium and for any purpose whatsoever, including (but not by way of limitation) marketing, advertising, promotion, and/or publicity; and to copyright such photograph and/or video, in the original or as republished, in the name of the Company, or in any other name. Regardless of any other agreements or contracts the Associate may have with any other entity, the Associate agrees that any use by the Company as set forth in this Section shall be royalty free, is a work made for hire, and is not subject to any other claim. The Associate agrees to defend and indemnify the Company against any claims by any other party arising out of the Company's use of the rights granted herein. The Associate confirms that the information he or she may give as a testimonial endorsement, or as represented in a photograph, video or audio is true and accurate to the best of his or her knowledge. The Associate waives any right he or she may have to inspect or approve the finished or unfinished product(s), the advertising copy, printed, recorded, photographic or video matter which may be used in connection with it or any use that may be made of it.
2. The Associate agrees that photos, audio or video recordings taken by the Associate or any third party at the Company's events or activities may not be used by the Associate or any third parties to promote any business other than the Associate Business.

Section 3

Sponsorship

A. Sponsoring

To act as a Sponsor, an Associate must meet all requirements and accept all responsibilities as outlined in the Contract. Persons wishing to become Associates may be referred as Applicants to the Company by a Sponsor.

B. Placement

The Company has placement options available with the compensation plan, whereas the Sponsor receives the Enroller Bonus but chooses to place the new Associate within his organization. The Enroller Bonus is not paid to the Placement Associate but to the Sponsor.

C. Training and Support A Sponsor shall:

1.  make reasonable efforts to ensure that that all Associates in his or her Downline Organization understand the terms and conditions of the Contract and all applicable national and local laws;

2.  provide regular training and bona fide support in the development of his or her

Downline Organization's business and the sale of Products;

3.  provide bona fide education and instruction so that Product sales and opportunity meetings conducted by Associates in his or her Downline Organization are conducted in accordance with the Contract, and with any applicable national and local laws;

4.  give guidance and encouragement to Associates in his or her Downline Organization; and

5.  make commercially reasonable efforts to privately settle any dispute arising in his or her Downline Organization.

Section 4

Sponsor/Placement Changes; Transfers; Beneficial Interests

A. Sponsor Changes

The Associate must be inactive for a consecutive 6 months and then may resign with a new Associate of his or her choosing.

B. Moving

An Associateship may be moved to a new Placement Upline provided it obtains written authorization from each Associateship it moves above in Placement. Likewise, an Associateship may be moved Upline to a new Sponsor provided its Associate obtains written authorization from each Associateship it moves above in Sponsorship.

C. Sponsor Change Process

An Associateship may be moved to a new Sponsor within its original Sponsor's Downline Organization if the Associate obtains the written authorization of the original Sponsor, provided that:

1.  the move is within six (6) months from the Date of Sign-up; and

2.  the Associate has not reached the Platinum Director Level.

D. Sale or Transfer of an Associateship

An Associateship sale, assignment or transfer occurs when an Associate sells, assigns or transfers ownership or control of an Associateship to another Person. The Company reserves the right, in its sole discretion, to approve or disapprove any proposed sale, assignment or transfer of an Associateship. The sale, assignment or transfer of an Associateship may only occur if, at the time of the sale, assignment or transfer, the Associateship is in good standing pursuant to the terms of Section 9.E herein. In any sale, assignment or transfer, the transferee Associate will retain the same Downline Organization and the same Rank/Title held before the approved transfer. An Associateship may be assigned or transferred without consideration (e.g. as a gift) subject to the Company's prior written approval. Any sale, assignment or transfer of an Associateship is subject to the conditions of this Section 4.

E. Sale or Transfer of An Associateship

An Associateship sale, assignment or transfer occurs when an Associate sells, assigns or transfers ownership or control of an Associateship to another Person. (If a member, director, manager, shareholder, partner, executive or similar position or title sells, assigns, or transfers a controlling or majority interest in a Business Entity Associateship which has a Beneficial Interest in an Associateship, such sale, assignment or transfer is subject to these provisions herein). The Company reserves the right, in its sole discretion, to approve or disapprove any proposed sale, assignment or transfer of an Associateship. The sale, assignment or transfer of an Associateship may only occur if, at the time of the sale, assignment or transfer, the Associateship is in good standing pursuant to the terms of Section 9.E herein. In any sale, assignment or transfer, the transferee Associate will retain the same Downline Organization and the same Rank/Title held before the approved transfer. An Associateship may be assigned or transferred without consideration (e.g. as a gift) subject to the Company's prior written approval. Any sale, assignment or transfer of an Associateship is subject to the conditions of this Section 4.

F. Right of First Refusal

Associateship transfers are subject to a Right of First Refusal ("RFR") to the Company, followed by a RFR to the Qualified Direct Upline.

1.  If an Associate receives a Bona Fide Offer to purchase his or her Associateship, the Associate shall first offer to sell such Associateship to the Company on the same terms and conditions contained in the Bona Fide Offer. The Associate shall deliver the Bona Fide Offer in writing to the Company, and the Company shall have fifteen (15) business days in which to accept the offer. Evidence of a legitimate offer may include, but is not limited to, cash or securities deposited into an escrow account, evidence of a loan commitment, and other substantial steps taken for the sole purpose of purchasing such Associateship.

2.  If the Company fails to exercise its RFR within the fifteen (15) day time period, the Associate shall extend the same offer to its Qualified Direct Upline on the same terms and conditions as those contained in the Bona Fide Offer. The Company shall convey the Bona Fide Offer by providing written notice of the same to the Associate's Qualified Direct Upline. The Qualified Direct Upline shall have ten (10) business days in which to accept or reject such offer. If the Qualified Direct Upline accepts the offer, he or she must provide written notice to the Company upon acceptance.

3.  If the Qualified Direct Upline fails to exercise his or her RFR within the time allotted, the Associate may transfer the Associateship to the third party according to the same terms and conditions contained in the Bona Fide Offer, provided, however, that the Associate complies with all other transferring procedures contained in this Section and as may be established from time to time by the Company.

4.  The RFR shall apply to each new Bona Fide Offer received by the Associate.

5.  The following circumstances are not subject to the RFR requirements in Section 4.F above; however, each instance requires that an amended Associate Agreement and Statement of Beneficial Interest be filed with the Company.

1. When the name of a Person who has a Beneficial Interest in the Associateship is added to the Associate Agreement (e.g., a wife adding her husband).

b.  When the name of a Person who no longer has a Beneficial Interest in the

Associateship is removed from the Associate Agreement (e.g., a minority member who is removed from a company; or a shareholder, not holding a controlling interest, sells his or her interest in a company.)

1. When the Associate is an individual and is transferring his or her ownership rights to a legal entity in which only that Associate has a Beneficial Interest (e.g., a husband and wife form a limited liability company to operate their Associateship and are the only members/ managers).

G. Limitations on Sales and Transfers

1.  An existing Associate may not purchase another Associateship without written permission from the Company. 

2.  An Associate who sells or transfers his or her Associateship may not reapply to become an Associate under another Sponsor for a period of not less than six (6) months after the Company has approved the sale.

3.  A Person may not merge with, or acquire an interest in, a pre-existing Associateship if the Person has engaged in Associate Business within the past two (2) years.

4.  Should an Associate transfer his or her Associateship to the Qualified Direct Upline,

the Associateship will be merged into the Qualified Direct Upline's existing Associateship in accordance with the Associateship transfer procedures.

5.  If an Associate sells or transfers his or her Associateship and, within one year of the date of sale, he or she signs-up, joins or begins work for another direct selling, network marketing or multi-level marketing company, such action shall be considered a breach of the Contract and the Company reserves the right to terminate such transferred

Associateship pursuant to the termination provisions under the Contract. This provision shall survive the termination of the Contract.

H. Process. Additional processing requirements include:

1.  The selling/transferring Associate must either provide or have on file a current and accurate Associate Agreement and Statement of Beneficial Interest for all Business Entities requesting the transfer.

2.  Specific documentation available from the Company must be submitted in order to process a sale or transfer of an Associateship.

3.  An application for a sale or transfer must be received by the Company by the 20th day of a month in order for the change to be effective for the given month.

4.  Any requests received after the 20th will be processed for the following month.

5.  A one hundred dollar ($100) fee will be assessed per each request.

I. Interpretation

The interpretation of these Policies and Procedures pertaining to the sale, assignment or transfer of an Associateship will be made in a manner that considers and serves the best interests of the Company. The Company reserves the right to reject any transferee or buyer.

J. Merger

Two Associateships may be merged into a single Associateship if one is the Sponsor of the other. Every merger is final. To effectuate the merger, both Associates must submit an amended Associate Agreement and obtain the Company's written consent.

K. Restrictions Against Multiple Beneficial Interests

1. An Associate is prohibited from having a Beneficial Interest in more than one Associateship.
2. If a Person with a Beneficial Interest in an existing Associateship wishes to become An Associate under another Sponsor, the Person must first terminate the Beneficial Interest in the existing Associateship and wait six (6) months before applying to be An Associate. 3. The Company's restrictions against multiple Beneficial Interests ensures that (i) all efforts by An Associate to build his or her Associate Business are focused on a single Associateship and not diluted through the demands of multiple Associateships; and (ii) the Upline receives the full benefit of the Associate's efforts. In determining whether or not an Associate has a Beneficial Interest, the Company considers the meaning of the term as set forth in the definition in Appendix A as well as the intent of such restriction.

L. Effects of Marriage, Divorce, and Death on the Associateship

1. Marriage. A spouse is deemed to have a Beneficial Interest in an Associateship and all acts and omissions of the spouse shall be imputed to the Associate. If two Associates marry, they may keep their Associateships separate. However, all other conditions of the Beneficial Interest rules of the Contract apply to both Associateships.
2. Divorce. When a married couple whose individual names appear as Associates on the Associate Agreement separate or divorce, the Company will continue paying earnings under the Compensation Plan in the same manner as prior to the separation or divorce until the Company is served with a legally binding certified copy of a divorce decree or other court order that provides direction on payment and/or disposition of the rights under the Contract. Where there is a change in ownership as ordered by the court, the spouse remaining as an Associate must submit an amended Associate Agreement. In no event will the Associateship be partitioned.
3. Death and Inheritance. In the case of An Associate's death, the Contract will be assigned to the legal successor to the Associateship (who can properly qualify according to the Contract) in accordance with applicable laws. The Company requires certified copies of the death certificate (or a doctor's statement) and a certified will, court order, or other appropriate legal documentation. Successors in interest must submit an amended Associate Agreement. Upon notice of demise, the Company reserves the right to make payments to the estate of the deceased Associate. If the legal successor wishes to terminate the account, a written, signed statement of request to terminate must be submitted along with appropriate legal proof of death. If the legal successor to the Associateship is already an existing Associate, the Company will allow the multiple Beneficial Interest through inheritance for up to six (6) months, by which time the existing Associate must have sold or otherwise transferred either the existing or the inherited Associateship.

Section 5 Ordering Company Products

Inventory

As the Company imposes no specific minimum inventory requirement on its Associates, an Associate must use its own judgment to determine the amount of inventory it will need to sustain its projected Retail Sales and personal use in compliance with the 70% Rule.

B. Ordering

Products can be ordered by telephone, mail, facsimile, Internet, or by direct request at the Company's headquarters.

1.  Faxed, mailed, or personally delivered orders must be submitted using a current Associate price list and a fully completed order form. The prices of the Company's Products are subject to change at the discretion of the Company.

2.  Payment must be the exact amount of the order and may be made by those methods presently available (cashier's check, money order, credit card, cash, direct debit, personal or business check).

3.  Orders must be paid in full prior to pick-up or shipping. All shipping and handling costs are based on delivery location and the amount of Products ordered.

4.  Unauthorized use of another Person's credit card is prohibited.

5.  An order placed over the phone is not deemed made to the Company until the

Company customer service agent provides the Associate or Customer an order number.

C. Will Call

Where will call service is available, an Associate may pick up the order at the will call location. The Company may ship, at the Associate's expense, Product that has been marked for will call pick-up if the Product has not been picked up by the Associate within ninety (90) business days of the scheduled Autoship date, or the end of the calendar month, whichever is latest. If the Product is shipped to the Associate from the will call location, the Company may use any payment method noted on file to collect the shipping fees.

D. Back Orders

If the Company is temporarily out of stock on ordered Product, an Associate will receive a "back order" notice with his or her shipment. Back orders are filled first as new inventory arrives. Volume on back orders is credited to the month in which payment for the original order was received by the Company.

E. Autoship

1. An Associate may choose to participate in the Company's Autoship Program. Autoships may be established at any time through the submission of the Autoship application or with a written request to the Company indicating the amount of Product to be shipped each month and the method of payment to be used. When instituting an Autoship at the time of enrollment, the Associate Agreement serves as confirmation for the setup. An Autoship account will be charged at a set time during the month, and the Product will be shipped at a set time thereafter. The Associate may obtain tracking numbers from the Company after the Product is shipped. The scheduled dates for Autoship processing, account charges, shipping or account changes are posted on the Company's backoffice website and are subject to change by the Company from time to time.
2. During winter months, the Company may utilize a cold-weather shipping program in certain geographic regions. This program is designed to prevent damage to Products from exposure to extreme weather conditions in certain regions. If used, the Associate waives any claim against the Company for delayed shipments.
3. Payments will be verified prior to processing Autoship orders. In the event authorization is declined, the Company may attempt to contact the Associate and reattempt to obtain authorization. If authorization is not obtained by the end of the month, the order will be considered "unprocessed" and will not be included in Commission computation and processing. The Company will not be held responsible for Volume shortfalls due to unprocessed orders.
4. To change or terminate one's Autoship, the Associate must submit a written request (including the date, the Associate's name, identification number and the authorizing signature of the Associate whose information is to be changed) to the Company by a set time each month. Such requests include, but are not limited to, changing the number of Products, shipping address, the payment method, etc.
5. Upon cancellation of an Autoship, an Associate may return the most recent shipment; provided that the shipment is not older than ninety (90) days and the Associate follows all other provisions of the refund policy (see Section 6.J). Simply returning Product or refusing shipment is insufficient to cancel an Autoship. The Associate must submit a signed cancellation request. The cancellation notice must be received in writing via fax, mail, personal delivery, or e-mailed with a scanned signature.

F. Seventy Percent Rule

An Associate certifies with each new Product order that he or she has sold or consumed at least 70% of all Product purchased in prior orders. Each Associate that receives Commissions and orders additional Product agrees to retain documentation that demonstrates compliance with this policy, including evidence of Retail Sales, for a period of at least four (4) years. An Associate agrees to make this documentation available to the Company at the Company's request. Failure to comply with this requirement or falsely representing the amount of product sold or consumed in order to advance in the Compensation Plan constitute a breach of the Contract and is grounds for termination. Furthermore, a breach of this requirement entitles the Company to recover any Commissions paid to the Associate for any period of time during which such documentation is not maintained or for which this provision has been breached.

G. Notice of Cooling-Off Period to Customers

When making a retail sale, an Associate shall verbally disclose the Customer's rights to cancel the sale. Those rights are set forth in the pre-printed sales receipt provided by the Company, which sales receipts must be completed and delivered to the Retail Customer upon making the sale. The sales receipt is available in the Associate kit and may be downloaded by Associates from the Company's website. If the Customer exercises the right to cancel the sale, the Associate making the sale shall follow the refund procedures described in this Section. The Customer should return all unused Product.

H. Returns, Refunds, and Exchanges

The Company will refund the purchase price of Product or exchange it pursuant to the following.

1. If the Associate (and/or his or her Customer who ordered directly from the Company) is not completely satisfied with the First Product Purchase, he or she may send to the Company the unused portion of the First Product Purchase within thirty (30) days of the original purchase date and the Company will refund 100% of the purchase price (less shipping and handling). If the First Product Purchase is returned after the thirty (30) day period, the Company will refund 90% of the purchase price (less shipping and handling). The Company does not refund Associate Kit purchases nor the products contained within the Associate Kit.
2. For orders other than the First Product Purchase within ninety (90) days of purchase, the Company will refund the purchase price of unopened returned Products, less a 10% restocking fee.
3. An Associate requesting a refund (and his or her Customer who ordered directly from the Company) must contact the Company's Customer Service department to obtain a return merchandise authorization (RMA) number from the Company. Product returned to the Company must have an RMA number written on the outside of the shipping carton and any Product without an RMA number will not qualify for a refund and will be returned to the Associate at the Associate's expense. Upon receipt of the returned Product, the return will be noted by the Company and a refund will be issued to the Associate within thirty (30) days. Refund payment methods are limited to the original form of payment, or if not available, by check in US dollars or such other form as the Company may choose. All refunds are subject to:

a.  The request for a refund being made within ninety (90) days of purchase;

b.  The 70% rule in Section 6.H above (Associates only);

1. The Product being returned in a marketable condition (unopened, unaltered and resalable) as determined by the Company;

d.  The Product being sent through a form of delivery that can be traced and received within seven (7) days of contacting the Company.

1. Exceptions to the refund policies may be extended by the Company in instances in which Associate misconduct, misrepresentation, or other extenuating circumstances may require. Previously paid Commissions or Ranks may be effected.

6.  All shipping or courier costs for the return of Product will be borne solely by the

Associate unless otherwise prohibited by law. Any damage or loss that occurs to returned Product during shipping will be the responsibility of the Associate. Should the Product arrive at the Company damaged (thereby rendering it non-resalable), the Company will reject the shipment. Partial Product returns will not be accepted or refunded in accordance with the Company's standard return policies.

7.  The Company will exchange Product if the Product is damaged in shipment,

incorrectly sent due to a Company error, or of substandard quality. However, when an exchange is not feasible, the Company will refund the amount of the returned Product. If

Product is damaged or defective, an Associate should contact the Company within ten (10) days of receipt of the order. The Company will issue a call tag or the most convenient method for the company for the Product and immediately send a replacement order. The Company will inspect the Product upon receipt.

I. Buy Back

The Company will buy back unused Product and sales material sold to an Associate who voluntarily terminates the Contract pursuant to Section 9.E, Termination. Such buy back is subject to the return policies set forth in this Section, except that sales materials (open or unopened) purchased by the Associate are subject to a 100% refund of the purchase price, less shipping costs. Written notice of an Associate's voluntary termination is required to obtain a refund when returning the sales materials.

Section 6

Marketing the Product and Opportunity

A. Use of Sales Tools

An Associate may use only Sales Tools approved by the Company subject to an announced PreLaunch Period. The Associate agrees that if it uses a fulfillment house or other third party to sell or distribute Sales Tools, the Associate will enter into a non-disclosure agreement (to be provided by the Company) with the fulfillment house or third party to ensure that all Associate and Customer information is protected from disclosure and remains the sole property of the Company.

B. Approval of Sales Tools

An Associate must submit all Sales Tools to the Company through the Associate Education and Conduct department for approval prior to use. The Company has complete discretion whether to approve or reject a proposed Sales Tool. The approval process generally requires a minimum of three (3) weeks to complete. To comply with changing laws and regulations, the Company may rescind its prior approval of a Sales Tool, and may require the Associate to remove from the market at its own cost and obligation a previously approved Sales Tool. If approved, the Company will issue to the Associate:

1.  a unique Sales Tool approval number.

2.  A written authorization from the Company specifically stating that the Sales Tool may be distributed.

C. Product Claims

The only claims and representations Associates may make regarding Products are those found in the literature distributed by the Company. Any third-party material used for Associate Business must comply with all federal and local laws and regulations. All Associates must read and abide by the concepts taught in the "Associate Advertising Guide," which is posted on the Company's website. An Associate may not make any express or implied health or medical claims of any kind relating to any Product. Under no circumstances may an Associate prescribe any Product as suitable for a particular ailment. No claims may be made as to therapeutic or curative properties of any Product offered by the Company. 

D. No Altering

Associates shall not re-label, alter or repackage any Products.

E. No Endorsement Claims

No Associate may imply that the promotion, operation, or organization of the Company has been approved, sanctioned, or endorsed by any governmental regulatory authority. No Associate should claim or imply that any Product is approved by any governmental agency.

F. Income Claims Prohibition

An Associate is prohibited from making false, misleading, or unrepresentative claims regarding earning potential. If an Associate does make an income claim, it must be based on actual earnings. 

G. Use of Trademarks and Copyrights

1. The Company may license the use of its trademarks to Associates, subject to the limitations herein and subject to the limitations in any licensing agreement.
2. Associates may not use any of the Company's current or after acquired trademarks or any confusingly similar variations of its marks, in a manner that is likely to cause confusion, mistake, or deception as to the source of the Products or services advertised.
3. Except as indicated herein, an Associate may not use the Company's trademarks or any confusingly similar variation of its trademarks in a business name, e-mail address, Internet domain name or sub-domain name, URL, telephone number, or in any other address or title. An Associate may use the Company's trademarks, Internet domain or sub-domain name provided that the Associate has entered into a licensing agreement for a Company Licensed Website. The Associate agrees to comply with the terms of such licensing agreement and hereby acknowledges that the Company owns, and shall continue to own, all rights in and to the Company's trademarks in such URL, Internet domain or sub-domain name and that the Company has the right to revoke such use of the Company's trademarks for any reason and at any time. The Associate further agrees that the Company has the right to acquire such URL at any time by paying the nominal registration fee to the Associate and Associate agrees to transfer such URL to the Company and take any other necessary steps requested by the Company to effectuate such transfer. 
4. The Associate agrees to immediately re-assign to the Company any registration of the Company names, trade names, trademarks, or Internet domain names registered or reserved in violation of this policy. The provisions of this Section survive the termination of the Contract.
5. Associates may not use the Company's trademarks on non-approved Sales Tools.  6. The Company, in its sole discretion, will determine whether a variation of its trademark is confusingly similar. 
6. An Associate must not use the name, logos, trademarks or other references to the Company's business or manufacturing partners in any Sales Tool, correspondence, or any form of advertising.
7. The Company's literature and media are copyrighted by the Company and may not be duplicated. 

H. Use of "Independent Associate" in Advertising

If An Associate selects a business title, the title must clearly state that the Associate is a "VistaLife Independent Associate." An Associate's title may not imply that the Associate is an employee or agent of the Company. Each time the Company's logo or name is used in writing and in relation to the Associate, the Associate must identify itself as a "VistaLife Independent Associate."

I. Methods of Advertising

Associates may advertise using the following means:

1. Newspaper:  An Associate may place a generic business opportunity advertisement in the classified section of a local newspaper, provided the advertisement conforms to all applicable laws and regulations. 
2. Phone Directory:  Any Associate may place a text listing of its name in the white or yellow pages of a telephone directory followed by "VistaLife Independent Associate." Graphical and display ads in telephone directories are prohibited.
3. Electronic Mail Advertisements:  All advertisements sent via e-mail, telephone, or facsimile must comply with all anti-spamming laws for the state or country where the intended recipient resides. The Associate is under obligation to research and comply with all laws concerning unsolicited commercial e-mail.
4. Television and Radio:  Television and radio advertising requires prior written approval from the Company. 
5. Internet Auction Sites: An Associate may not auction or facilitate an auction of Product on Internet websites where an auction is the mode of selling or buying (e.g., eBay). An Associate may place a Product on such a website with a "Buy it Now" price set at suggested retail for that Product. The provisions of this Section survive the termination of the Contract.

J. Advertising at Company Sponsored Events

At Company-sponsored events, Associates may not, unless specifically authorized in writing by the Company, advertise, sell, or promote non-Company products or services, including, but not limited to: (i) the promotion of non-Company events, systems or materials, (ii) organized person to person solicitations, (iii) distribution of flyers, DVDs or other materials, or (iv) the use of any other form of promotion deemed inappropriate by the Company.

K. Internet Advertising

Associates may use only a Company Licensed Website to promote Products or the business opportunity over the Internet. Promoting Products or the business opportunity through an unlicensed Internet website is strictly prohibited. Associates that wish to operate a Company Licensed Website must meet the following criteria:

1. All licensed websites must first be reviewed and approved by the Company as Sales Tools, in accordance with Section 7.B above. Licensed websites must be Companyspecific and may not advertise, promote, or link to any other product or opportunity unless approved by the Company. However, all such sites, and any changes thereto, must first be reviewed and approved by the Company as Sales Tools, in accordance with Section 7.B above. If approved, the Associate must enter into a licensing agreement with the Company and the site must display a Company-generated "licensed" designation. Changes made to the site after obtaining the initial license require written authorization from the Company.
2. Associates may not use any key words or metatags to advertise any licensed website on the Internet if the search words or metatags explicitly or implicitly present illegal or unsubstantiated health or income claims.
3. Associates must obtain written approval from the Company before initiating any sponsored links on Internet search engines to direct Internet traffic to a Company Licensed Website.
4. The Company may revoke the license for any previously approved website at any time and for any reason, including changes to federal and local laws and regulations.

L. Advertising and Selling Price of Products on the Internet

Associate acknowledges and agrees that the advertising and selling of all Products on the Internet may only be done on a Company Licensed Website and the advertising and selling price of all Products on such website (i) if sold to an Applicant, must not be lower than the Wholesale price of the Products plus reasonable shipping and the amount the Company charges for taxes, handling and the Applicant must also be charged the Associate kit fee; and (ii) if sold to a nonApplicant (e.g. Customer, etc.), must not be lower than the Company's Suggested Retail price plus reasonable shipping and the amount the Company charges for, taxes and handling of the Products. In connection with this Section, the Associate also agrees that all advertising regarding the price of Products will be truthful and will not contain misleading statements (e.g. "lowest price available" which infers that an Associate is able to sell the Products at a price lower than other Associates, etc.). Associate acknowledges and agrees that he or she shall not advertise or sell any Products on the Internet which were purchased from another Associate. Any violation of this Section by an Associate shall constitute a breach of the Contract and will be subject to the breach of Contract procedures set forth herein.

M. Mass Communications

1. The following disclaimer shall be prominently positioned in all Mass Communications that promote any particular building method:

There are many methods and techniques used successfully for building your VistaLife business. The building method promoted [in/at] this [website/webinar/email/ meeting/] may be different from that which is taught by your upline. Please consult with your upline if they have taught you a different building method or if you have any questions. 2. Associate acknowledges that allowing the Associate to create databases of Associate information for Mass Communications, the sale of tools, and for any other purposes constitutes the use of Company Confidential Information, which information is the Company's trade secrets, and such use can be a substantial financial benefit to the

Associate. Associate acknowledges that he or she is subject to the Cross-Company Recruiting obligations set forth in Section 2.K above. This Section shall survive the termination of the Contract.

N. Lead Distribution

Persons who are outside the Company network often make inquiries to the Company about its Products. If the Company is able to determine that the inquiring Person received the information from a specific Associate or that there is a particular Associate that the Person is acquainted with, every attempt will be made to refer the Person to that Associate. If an association with a particular Associate cannot be determined, the Person will be randomly positioned under an existing "Premier"- level Associate. Final judgment with respect to the positioning of leads remains the right of the Company.

O. Public Relations Matters

The Company encourages Associates to use personal media coverage to expand and build their business; however, certain situations require the Associate to contact the Company's Public Relations Department. 

These would include:

1.  instances where the story or medium has national potential;

2.  cases where the story calls for a wider Company/Product perspective; and/or 3. When the Associate is questioned about Company sales figures and/or business strategies.

P. Retail Establishments

Except as described herein, an Associate may not sell Products or promote the business opportunity through Retail Establishments. An Associate is also prohibited from selling Products to any Person who the Associate knows, or has reason to suspect, will ultimately sell those Products through Retail Establishments. The display of Independent Associate information within the premises of a Retail Establishment is acceptable if it complies with all the relevant advertising requirements of this Section and with the following:

1. The display may incorporate one of each Product per Retail Establishment, and/or several images of such Products, into a display for the sole purpose of advertising. 2. No Products, including the display, may be sold on the premises of the Retail Establishment.

1. No Retail Establishment shall display or advertise Company Product(s) or opportunities in a manner that is visible from outside the store. 
2. The following disclaimer shall be prominently positioned in all Mass Communications that promote any particular building method: There are many methods and techniques used successfully for building your VistaLife business. The building method promoted [in/at] this [website/webinar/email/ meeting/] may be different from that which is taught by your upline. Please consult with your upline if they have taught you a different building method or if you have any questions.
3. Associate acknowledges that allowing the Associate to create databases of Associate information for Mass Communications, the sale of tools, and for any other purposes constitutes the use of Company Confidential Information, which information is the Company's trade secrets, and such use can be a substantial financial benefit to the

Associate. Associate acknowledges that he or she is subject to the Cross-Company Recruiting obligations set forth in Section 2.K above. This Section shall survive the termination of the Contract.

Q. Service Establishments

An Associate may conduct Associate Business through Service-related Establishments. The Company has sole discretion in determining whether an establishment is a Service-related Establishment and a proper place for the sale of Products.

Section 7

Breach of Contract Procedures

A. Conditional Obligations

The Company's obligations to an Associate are conditioned upon the Associate's faithful performance of the terms and conditions of the Contract. The Company, in its sole discretion, will determine if An Associate is in breach of the Contract and may elect any or all available remedies.

B. Remedies

In the event of breach, the Company may elect to take no action or to exercise some or all contractual remedies and remedies at law or in equity, including, but not limited to:

1.  Notify the Associate either in writing or verbally of the breach and providing a notice to cure the breach; 

2.  Require from the Associate additional assurances of future compliance;

3.  Withhold or deny recognition and attendant perks; 

4.  Assess damages and withhold them from commission payments;

5.  Suspend Associate Rights temporarily or permanently;

6.  Seek injunctive relief;

7.  Terminate the Contract; and

8.  Seek damages and associated costs.

C. Reporting Contract Breaches

If an Associate observes or is aware of another Associate's violation of any term or condition of the Contract, the observing Associate shall submit a written complaint to the Company's Associate Education & Conduct Department on the applicable form provided by such department. Because of the difficulties of investigating and asserting appropriate remedies for stale claims, any complaint for breach of the terms and conditions of the Contract other than Cross-Company Recruiting must be brought to the Company's attention for review within eighteen (18) months of the start of the alleged violation; Cross-Company Recruiting violations must be brought to the Company's attention within six (6) months of the alleged violation. Failure to report a violation within that time period may result in the Company not pursuing the allegations in order to prevent the Associate Business from being disrupted due to stale claims. However, this policy does not waive the Company's right to investigate and discipline Associates found guilty of the stale claims.

D. Circumvention of the Contract

The Contract is designed to protect Associates and the Company from the adverse consequences of their violation. Associates who intentionally circumvent the Contract to accomplish indirectly what is prohibited directly will be disciplined as if the applicable policy or rule had been broken directly. In such circumstances, all of the available remedies as stated above will be available to the Company. The Contract is not intended to give an Associate the right to enforce the Contract against another Associate directly, or to take any legal action against another Associate.

Section 8

Termination

A. Termination

1. An Associate may terminate the Contract by failing to renew on the annual anniversary of the acceptance of his or her Associate Agreement or by submitting to the Company in writing a request to terminate, subject to Section 9.E herein.
2. The Company may terminate the Contract if the Associate violates the terms of the Contract and any amendments thereto.
3. Upon termination, the Company may in its sole discretion retain the Associateship or dissolve and remove it from the Sponsor and Genealogy.

B. Return of Confidential Information

An Associate must return all Confidential Information, including any information derived therefrom, over which he or she has direct or indirect control to the Company upon termination or upon demand of the Company. If any such Confidential Information cannot be returned because it is in electronic format, the Associate shall permanently delete and erase the Confidential Information upon termination or upon demand. 

C. Buyback

If an Associate is in breach, the Company reserves the right to stop or delay the buy-back process set forth in Section 6.L herein.

D. Effects of Termination for Breach of Contract

1. An Associate whose Contract is terminated by the Company must wait one (1) year before applying for a new Associateship.

During that time, the Associate can have no Beneficial Interest in any other

Associateship. Prior to applying, he or she must first petition the Company through the Associate Education and Conduct department. The petition will include an affidavit that must be signed under penalty of perjury and notarized in which the Associate confirms that he or she has had no Beneficial Interest in any Associateship during the prior one year.

1. Upon termination of the Contract, all of the Associate's rights in and to the Associateship and the Associate Business are revoked and terminated. In acknowledgement of the damages the Company has likely suffered and/or will suffer as a result of Associate's breach, including but not limited to, all or any of the following: (i) loss of good will and loss in the value of the Company's confidential and proprietary information and trade secrets; (ii) loss of a portion of the value of the Company's business; and (iii) loss of future profits; Associate consents that any unpaid Commissions may be forfeited to the Company to offset a portion of the damages.
2. The Company may elect to reorganize the Downline Organization of an Associateship terminated for breach in a manner that serves the best interests of the Company, Downline Organization and Upline.
3. Where the Company elects to terminate an Associateship in which there is more than one Beneficial Interest holder, the following may apply:

1. the departing Beneficial Interest holder(s) must relinquish all rights to, and interests in, the Associateship; 
2. The Company may not divide or reassign any of the Downline Organization; and 
3. The Company may not split Commissions between the prior or current Beneficial Interest holders of the Associateship.

E. Effects of Voluntary Termination by the Associate

1. The Contract can be voluntarily terminated by an Associate who is not in breach of the Contract for any reason, at any time, by providing written notice to the Company signed by all Person(s) listed on the Associate Agreement. The termination is effective on the date the Company receives the written notice, although processing of the termination request may be delayed until the following month if there is current Volume in the Associateship. If an Associate is in breach of the Contract, he or she cannot voluntarily or unilaterally terminate the Contract until the longer of: (i) the last day of the renewal period of the Contract, or (ii) the last day of the period equal to the amount of time such Associate had been in violation of the Contract prior to the Company's discovery of the breach, but not to exceed one (1) year. In such a case, the Company may elect any and all available remedies for breach of the Contract pursuant to Section 8, and the Associate shall not be entitled to receive any Commissions during such period, as determined by the Company in its sole discretion.
2. Upon termination of the Contract, all of the Associate's rights in and to the Associateship and the Associate Business are revoked and terminated.
3. An Associate who voluntarily terminates may re-apply for a new Associateship under a new Sponsor no earlier than six (6) months from the date the Company receives written notice of the termination. During this six (6)-month period, the voluntarily terminated Associate is not permitted to participate in any Associate Business or have a Beneficial

Interest in any Associateship. Prior to applying, the Associate must first petition the Company. The petition will include an affidavit that must be signed under penalty of perjury and notarized in which the Associate confirms that he or she has had no Beneficial Interest in any Associateship during the prior six (6) months.

1. An Associate may not terminate voluntarily if the Associateship is not in good standing with the Company, as may be evidenced by, but not limited to, any of the following conditions: (i) a temporary Associateship; (ii) An Associateship is on hold, suspension or probation; (iii) the Associateship is under investigation, but no formal discipline has taken place; or (iv) notice of intent to terminate has been sent.

F. Survival

Sections 2.E, 2.F, 2.K, 2.R, 2.S, 2.T, 8, 9, and 10 shall survive the termination of the Contract. The termination, relinquishment or expiration of the Contract shall not relieve the Associate from obligations that are expressly indicated in the Contract to survive termination or expiration of the Contract. 

Section 9

Miscellaneous

A. Entire Agreement

The Contract contains the entire understanding concerning the subject matter hereof between the Company and the Associate, and is intended as a final, complete, and exclusive expression of the terms of the parties. This Contract supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of this Contract, are of no force or effect. If there is any discrepancy between verbal representations made to the Associate by any employee or agent of the Company and the terms of the Contract, the express written terms and requirements of the Contract will prevail.

B. Headings

The section and subsection headings in the Contract are inserted solely as a matter of convenience and for reference, and will not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to sections of the Contract will refer to all subsections thereof.

C. Modifications by the Company

The Company reserves the right to make any modifications to the Contract, provided that the modifications are communicated by the Company to the Associate at least thirty (30) days prior to taking effect. The Company may communicate these modifications by posting any portion of the modified Contract on the Company's website at www.VistaLife.com, or by any other method of communication. The Associate is deemed to have accepted the modification to the Contract if

the Associate engages in any Associate Business, renews its Associateship, or accepts Commissions after the thirty (30) day period is ended.

D. Ambiguities

Ambiguities, if any, in the Contract shall not be construed against any party, regardless of which party may be deemed to have authored the ambiguous provision.

E. Waiver

Any waiver by the Company of an Associate's breach of a Contract provision must be in writing and will not be construed as a waiver of any subsequent or additional breach by the Associate. The failure by the Company to exercise any right or privilege under the Contract will not constitute a waiver of that right or privilege. 

F. Severability

If any term or condition of this Contract is judicially invalidated, prohibited, or otherwise rendered unenforceable in any jurisdiction, it is unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and it will not render unenforceable or invalidate any other provision of the Contract, nor will the Contract be rendered unenforceable or invalidated in another jurisdiction. Furthermore, any provision found unenforceable may be partly enforced to the maximum extent enforceable under the law.

G. Force Majeure

Associate acknowledges that the Company is not liable for any damages or losses caused by the delay or inability to manufacture, sell, or deliver its products due to labor strikes, accidents, fire, flood, acts of civil authority, acts of God, acts of terrorists, or from any other causes that are beyond the control of the Company.

H. Governing Law, Arbitration, and Injunctive Relief

The State of Georgia is the place of the origin of this Contract and is where the Company accepted the offer of the Applicant to become an Associate and where the Associate entered into the Contract with the Company. The Contract is therefore to be construed in accordance with the laws of the State of Georgia (without giving effect to any conflict of law provision or rule) as to contracts made and to be wholly performed within the State. Any controversy or claim arising out of or relating to the Contract or the breach thereof, or any controversy or claim relating to the business relationships arising between Associates shall be resolved by mandatory, final, binding, non-appealable arbitration in Summerville, Georgia, United States of America. There shall be one arbitrator, who shall be impartial, independent, and mutually agreed upon by the parties to the arbitration within seven (7) days following receipt of the written notice for demand for arbitration. If the parties do not reach agreement on a single arbitrator within such seven (7) day period, the parties agree that the arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (except that there shall only be one arbitrator) and shall be governed by Georgia state law, including, but not limited to, the rules pertaining to the discovery process as found in the Georgia Rules of Civil Procedure. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and enforcement of the judgment shall be governed by Georgia state law.

The parties shall equally share the assessed costs associated with the arbitration, including all arbitrator fees. If one party fails to pay its assessed costs, and such failure prevents the timely appointment of an arbitrator or delays ongoing arbitration proceedings, the other party may seek provisional remedies under the Georgia Uniform Arbitration Act, to compel the non-paying party to comply with its payment obligations. Such provisional remedies may be sought in the courts of the State of Georgia, Chattooga County, as the exclusive and sole jurisdiction and venue for such provisional actions, and each party hereby consents to personal jurisdiction and proper venue in those courts for such actions. The failure to pay assessed costs under this Section, and any resulting costs, expenses, or damages resulting from the other party being required to seek provisional relief, shall become an additional claim of the injured party in the underlying arbitration. The parties, AAA, and the arbitrator shall maintain the confidentiality of the entire arbitration process and may not disclose to any other person not directly involved in the arbitration process: (i) the substance of, or basis for, the controversy, dispute, or claim; (ii) the content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in the arbitration; or (iii) the terms or amount of any arbitration award. AAA and the arbitrator shall have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The parties agree that before or after a demand for arbitration is made that a party (in addition to any other remedies which it may have and which are hereby exclusively reserved) is entitled to preserve its rights under the Contract by seeking interim injunctive relief (a temporary restraining order, preliminary injunction and all other forms of interim relief available to the party filing the action) without a bond, and that the only venue for any suit shall be in the state courts located in Chattooga County, Georgia or, at the sole discretion of the Company, in the federal court located in Georgia. The parties agree that such suit filed with the court: (a) is not a waiver of the rights of the party who filed the suit to proceed with any demand for arbitration it previously filed, and (b) will not in any way affect the rights of the party filing the suit to thereafter demand arbitration once the interim relief is obtained. The parties expressly waive any objections to personal jurisdiction or venue of such courts and to the arbitration being conducted in Summerville, Georgia, United States of America.

I. Attorneys Fees

If any suit, action, or proceeding is brought to enforce any term or provision of this Contract, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled.

J. Successors and Assigns

The Contract will be legal and binding upon and inure to the benefit of the heirs, devisees, executors, administrators, personal representatives, successors, and assigns (as applicable) of the respective parties hereto.

K. Limitation of Liability

To the extent permitted by law, the Company, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as "Responsible Parties") shall not be liable for, and the Associate releases Company and its Responsible Parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by Associates as a result of: (i) Associate's breach of the

Contract, (ii) the promotion or operation of the Associateship and the Associateship Business;

(iii) Associate's incorrect or wrong data or information provided to the Company or its

Responsible Parties; or (iv) the Associate's failure to provide any information or data necessary for the Company to operate its business. EACH ASSOCIATE AGREES THAT THE ENTIRE LIABILITY OF THE COMPANY AND ITS RESPONSIBLE PARTIES FOR ANY CLAIM

WHATSOEVER RELATED TO THE CONTRACT, BUT NOT LIMITED TO, ANY CAUSE

OF ACTION SOUNDING IN CONTRACT, TORT, OR EQUITY, SHALL NOT EXCEED, AND SHALL BE LIMITED TO, THE AMOUNT OF PRODUCTS THE ASSOCIATE HAS PURCHASED FROM THE COMPANY THAT ARE IN RESALABLE CONDITION.

APPENDIX A

The following defined terms apply throughout the Contract and are capitalized where used:

Applicant:  A Person who has submitted an Associate Application. 

Autoship:  An optional program that authorizes the Company to automatically ship Product to an Associate on a recurring monthly basis. 

Beneficial Interest:  A Person is deemed to have a Beneficial Interest in an Associateship if he/she/it has: 

(1)  any direct or indirect ownership in an Associateship as an individual, partner, shareholder, member, manager, beneficiary, trustee, officer, director or principal of an Associateship; 

(2)  has any actual or de facto control over an Associateship; 

(3)  receives any income directly or indirectly from an Associateship (other than the receipt of income pursuant to the Compensation Plan by an Upline Associate); 

(4)  receives familial support from an Associateship; 

(5)  receives spousal support derived from an Associateship; 

(6)  is a member of the Associate's immediate household; 

(7)  is a spouse or Co-habitant; or 

(8)  has any other similar interest in an Associateship. 

Bona Fide Offer:  An arm's length written offer to purchase the Associateship by a Person that is not an Associate, which the Company, in its sole discretion, determines to be a legitimate offer.

Business Entity:  Any type of business association authorized under the laws of the jurisdiction in which it was organized. This includes, but is not limited to, legally formed: corporations, partnerships, trusts, and limited-liability companies. 

Co-habitant:  An individual who is 18 years of age or older who shares with another person a common residency and marriage-like relationship. 

Commissions:  Compensation paid to an Associate based on the Volume of Products sold by the

Associate and purchased and/or sold by its Downline Organization. Eligibility to receive Commissions is determined by the monthly sales requirements currently in effect, as outlined in the Compensation Plan. 

Company:  VistaLife, LLC, a Georgia limited liability company, or any lawful assignee, successor, subsidiary, or affiliate regardless of geographic location. 

Company Licensed Website:  An Internet website approved by the Company in accordance with the provisions of Section 7.K of the Policies and Procedures.

Compensation Plan:  The specific plan used by the Company that details the requirements and benefits of the compensation structure for Associates. 

Competing Company:  A direct selling, network marketing or multi-level marketing company which promotes, sells or distributes any health, nutrition or personal care products set forth in Section 2.F. 

Confidential Information:  Information disclosed to the Associate pursuant to the Contract or information gathered by an Associate about other Associates in connection with their promotion of Products or sales materials, including, but not limited to, information regarding (i) Downline Organizations or Upline Associates, including Associate names and contact information, Customer information developed by Company or developed for and on behalf of the Company by Associates through Associate meetings, websites, email and/or profile gathering tools, and any other electronic or manual application used by an Associate or his agent to gather, store, and/or develop any information about Associates and Customers (including but not limited to credit data, retail customer and Associate profiles, and product purchase information and (ii) customer lists, manufacturing and supplier information, business reports, commission or sales reports, business plans, projections, trade secrets, intellectual property, analyses, and related information and other financial and business information that would be reasonably understood to be confidential and/or give competitive advantage. Confidential Information may take the form of documentation, drawings, specifications, software, technical or engineering data, or other forms, and may be disclosed orally, in writing, by electronic or magnetic media, by visual observation, or by other means. Contract The documents describing the specific relationship between An Associate and the Company, comprising the Associate Agreement, the Statement of Beneficial Interest, the Compensation Plan, the Policies and Procedures, any country or situation-specific addendum(s) thereto, any amendments thereto, and any other written agreement between the Associate and the Company, which documents are incorporated herein by reference.

Cross-Company Recruiting:  A violation of the Contract as set forth in Section 2.K of the Policies and Procedures. Cross-line Recruiting Sponsoring, or a solicitation to Sponsor, indirectly or otherwise, an existing Associate (or anyone with a Beneficial Interest in that Associate's Associateship). The Cross-line Recruiting policy applies only to the recruiting of existing Associates and does not apply to Persons who are not Associates of the Company. The Company cannot punish an Associate who solicits or entices a Person who has not previously been an Associate, but who has been contacted by another Associate. As with any commercial enterprise, Associates who invest time and money into a Person are taking a risk that the Person may choose to be Sponsored under someone else.

Customer:  A non-Associate that purchases Products at the Suggested Retail price.  Date of Sign-up:  The date the Company receives and accepts an Applicant's Associate Agreement bearing an original signature or electronic copy of an original signature.

Associate:  A Person currently authorized by the Company to operate an Associateship. If more than one Person is named on the Associate Agreement, then "Associate" may refer to all Persons collectively. Associate Application The agreement submitted by an Applicant to become An Associate. In signing the Associate Agreement, an Applicant certifies that he or she has read and will abide by the terms and conditions of the Contract. Associate Business Activities determined at the sole discretion of the Company to be a promotion of the Company's Products or business opportunity. Some of these activities include, but are not restricted to: signing An Associate Application; advertising, selling or exhibiting Product; hosting, conducting, or speaking at meetings or events (whether hosted by the Company or by An Associate); purchasing Product at Wholesale prices, exchanging, or returning Products; participating in the Compensation Plan, receiving periodic Company literature and other communications, participation in Companysponsored support service training, motivational and recognition events; sponsoring new Associates; and/or selling of leads, sales tools, websites, etc. to Associates.

Associate Rights:  The rights of the Associate under the Contract to conduct the Associate Business. 

Associateship:  A defined position within the Company's network of Associates that is the subject of the Contract. 

Downline Organization:  A genealogically structured organization comprised of Associates and their Customers who are below An Associate in his or her Genealogy. The Associates will have been personally Sponsored (i) by An Associate and be downline of that Associate through Placement or Sponsorship, or (ii) by those who the Associate has Sponsored or placed through Placement, and their respective Customers, all in a direct chain of Associateships below the Associate. 

Electronic Funds Transfer (EFT):  An optional program that authorizes the Company to electronically debit an Associate's bank account for the amount of an order and renewals fees. First Product Purchase:  The first purchase by an Associate of any two individual units of Product offered by the Company. 

Identification Number:  The number issued specifically to an individual or company by the government. Examples include: social security number or employment identification number (EIN). 

Initial Order:  An Associate's first Product order purchased with an Associate Kit. Person an individual, a Business Entity, or any other entities with a distinct, separate existence, and its successors, heirs, or assigns, as the case may be.

Placement As a noun: An Associate who has directly recruited another Associate into his or her Genealogy (as defined in the Compensation Plan); as a verb: the positioning by a Sponsor of an Associate in his or her Downline Organization. 

Policies and Procedures:  The policies and procedures of the Company contained herein, including attachments and addenda, which are incorporated herein by this reference, as the same may be amended from time to time by the Company. 

Product:  Any good or service that has Volume assigned to it and that is offered by the Company. Sales tools and promotional material are not included in this definition. 

Qualified Direct Upline:  Regarding the Right of First Refusal, an Associate's direct Sponsor who is not in violation of the Contract and who the previous month qualified for earnings under the Compensation Plan.

Rank:  The current payout qualification level of the Associateship according to the

Compensation Plan. The Rank of an Associate, which will affect the Associate's Commissions calculated from the Genealogy (as defined in the Compensation Plan), may fluctuate monthly and depends on the Associate meeting various qualifications outlined in the Compensation Plan. Recruiting:  Actual or attempted solicitation, enrollment, encouragement, or effort to convince, persuade, or influence in any way, directly, indirectly, or through a third-party (including, but not limited to, the use of a website), another Associate to sell or purchase products or services and/or to enroll or act as an independent Associate, employee, executive, or consultant to or on behalf of another direct selling, network marketing, or multi-level marketing company that operates in any way, conducts business, or has Associates. This conduct constitutes Recruiting even if the Associate's actions are in response to an inquiry or communication made or initiated by another Associate. 

Retail Establishment:  Any enterprise with a physical location that is not a Service-related Establishment. Examples include, but are not limited to mass market and specialty stores. For purposes of this definition, a Retail Establishment does not include the internet when an Associate complies with the relevant sections of the Policies and Procedures regarding authorized internet sales and advertising.

Retail Sales:  Sales by an Associate of the Product to his or her Customers. Right of First Refusal "RFR" The rights as set forth in Section 4.F of the Policies and Procedures.  Sales Tool:  Any information, material or product created by the Associate for Associate Business. 

Suggested Retail:  The price at which the Company suggests Associates sell Products to Customers. The Suggested Retail prices are posted on the Company's website. 

Service-Related Establishment:  An enterprise where the general public typically does not have ready access unless through appointment or membership, and/or where the primary-function of the enterprise is the rendering of professional services rather than selling merchandise. Examples include, but are not limited to private or restricted-access offices, salons, spas, gyms, health clubs, or private associations that may retail some products, but whose primary purpose is to offer a service.

Sponsor As a noun:  An Associate who has directly recruited another Associate into his or her Downline Organization; as a verb:  The act of directly recruiting another Associate into his or her Downline Organization. 

Statement of Beneficial Interest:  A document required as part of the Contract if an Applicant is applying as a Business Entity. The Statement of Beneficial Interest must list all persons who are partners, shareholders, principals, members, managers, officers, directors, trustees, beneficiaries, or who otherwise have any direct or indirect Beneficial Interest in or control over the Business Entity. 

Title:  The highest Rank ever achieved by an Associate that is used for recognition purposes. Upline:  The single-line hierarchy of Sponsors and/or Associates extending upward from an Associateship. 

Volume:  A value assigned to a Product for commission purposes. 

Wholesale:  The price the Company charges Associates for Products.

VistaLife™ 02/27/15