POLICIES & PROCEDURES

The Application Agreement, Terms & Conditions and Compensation Plan along with these Policies & Procedures are specifically incorporated by reference into the Independent Contractor (hereinafter “Partner”) Application & Agreement and have the same effect and force. Together, they form the Agreement between ADVANTAGE PARTNERS, Inc. (hereinafter “Company” or “ADVANTAGE PARTNERS”) and the Partner and are effective only upon acceptance of the Application by the Company, at its address at PO Box 3149, Newport Beach, CA 92659-3149.

These Policies & Procedures are established to clarify and define the rights and responsibilities of the Company and its Partners. They are provided as guidelines for both the Partner and the Company to interact in the most effective manner. Since these materials can change from time to time, it is the responsibility of the Partner to keep current regarding such changes and when sponsoring a new Partner to make the latest updated materials (listed in first paragraph) available to the potential Partner so that he/she may review and agree to correct Agreement.

ADVANCEMENT
All advancement to a higher position is given upon reaching qualification.

ADVERTISEMENT
In order to maintain the integrity and accuracy of the Company image, stringent requirements and guidelines governing advertising and promotion by Partner must be imposed. Partners are prohibited from using any type of advertising using the name of ADVANTAGE PARTNERS or its products without the written approval of an executive of the Company. Misuse of the Company name or logo and its affiliated products and/or services diminishes the goodwill of the Company and affects all Partners. No Partner is permitted to advertise in any medium, other than personal contact or personal phone calls, until he/she has completed the Company Training Program.

Any prospective ads or scripts must be submitted for written approval. The Company must approve any advertising on the Internet using the Company logo, name, trademarks, products, etc., in writing except for replicable web sites.

AUTHORIZED PROMOTIONAL MATERIALS
Only those materials, which have been made available directly by the Company, are allowed for promotional purposes. The Company will produce and offer for sale at a reasonable price the materials necessary to build Partner’s business. No reproduction, personalization or modification of any of these Company materials is allowed in any form. Partner may not develop, publish, sell or distribute any promotional materials he/she creates. This prohibition applies also to Sales Aids and brochures promoting a specific down line or organization

AGE REQUIREMENT
The Partner must be at least 18 years of age and of legal age in the state of residency.

AGREEMENT - THE TERM
The term of this agreement is one year from the date of this agreement and is self renewing on an annual basis so long as the Partner maintains an active business relationship the ADVANTAGE PARTNERS in accordance with ADVANTAGE Partner’s then current rules regarding activity.

AMENDMENTS
Since federal, state and local laws may periodically change as well as business practices, in order to maintain a current and viable business, ADVANTAGE PARTNERS specifically reserves the right to make any amendments, changes and/or adjustments it deems necessary with respect to, but not limited to, any written materials (literature) and/or sales aids and/or products. Any such changes shall supersede any prior communication in relation to the part being changed and shall be incorporated as a part of the agreement between ADVANTAGE PARTNERS and its Partners within 30 days after notification. Notification will be given in one or more of the following ways:

• Email
• Included with personal product order
• Included with Bonus or Commission payment
• On Web Site
• Special Mailing

BONUS PAYMENTS
• The Company pays the Partner a commission and/or bonus for sale of product only after the Company has received good funds (in U.S. Dollars) for the total amount due the Company.
• The Company must receive orders, with good funds, no later than 5:00 PM the last business day of the month in which it is to be counted.
• Bonus payments are issued monthly for the previous month’s business and issued by the 15th of the month.
• Commissions/Bonuses are paid for full amounts due. To remain a Partner and to continue receiving benefits, Partner must remain in good standing with the Company.
• The Company may offset against any bonuses due Partner for any debt or debts due from Partner to the Company. These debts can arise from cancellations or refunds in his/her down line organization. These may include, without limitation, underpayment, postage due, shipping charges, returned check (NSF) charges and debits accrued from refunds or returned products on which up line bonuses have been paid.

BONUS/COMMISSION ISSUES
Any commission error generated by the Company computerized systems must be communicated and addressed in writing to Company administrative and support staff no later than 60 days after date of product purchase.

Any questions or disputes about bonus/commission calculations or payment must be raised with the Company Services Department within one calendar month after the payment date. All disputes must be submitted in writing. It is the responsibility of the Partner to supply all essential supporting documentation.

An Partner who cancels or is terminated shall receive full commissions and bonus for the last full pay period in which he/she was active prior to cancellation or termination less any amount(s) due Company.

BUSINESS KIT
Any and all purchases are made at the sole discretion of the Partner with the exception of a Business Kit that is sold at Company cost. ADVANTAGE PARTNERS will buy back any unused Business Kit if the Partner leaves the business. This sum is not a service or franchise fee, but rather is strictly to offset actual costs incurred by ADVANTAGE PARTNERS for business materials that are helpful to a Partner.

CANCELLATION
A Partner may cancel at any time and for any reason by notifying the Company and his/her sponsor in writing of his/her decision to cancel.

A Partner who elects to cancel this Agreement or is involuntarily terminated loses all rights to bonuses, position and wholesale purchases. The terminated Partner’s sales organization shall be transferred to his/her first active upline Partner. The Partner who is terminated or canceled will be eligible to reapply and may choose a new sponsor after six (6) months. A terminated Partner who reenters the program may not sponsor any of his/her original downline organization recruits.

CHANGE OF ADDRESS
Partner requiring a change in his/her record (address, telephone number, etc.) must send a signed letter to Company Services Department requesting the change.

CHANGING – PUBLISHING MATERIALS
• An Partner has no authority to change, omit, add to, waive or discharge or alter in any way any provisions of publications or agree¬ments issued by the Company. Partner will not publish, distribute, telemarket or circu¬late advertisements on behalf of the Company or Partner in connec¬tion with the Company products
• Any ads must have first been produced or approved in advance in writing by an executive officer of the Company.
• Partner can promote his/her business in any legal and ethical manner otherwise in compliance with the Partner Agreement and Policies & Procedures. Partner must not state or imply that the Company approves or endorses any privately produced motivational literature or training materials used within his/her own organization.
• Partner understands that the Company offers an approved web site and email address to its Partner under the Company’s role to help its Partners.
• All Internet sites that mention ADVANTAGE PARTNERS and/or its products must be pre approved by the Company in writing.
CLAIMS - PRODUCTS
• Partner will not make any claims of any kind (which can include personal testimonies) pertaining to the Company’s products except those given in official Company promotional materials.
• Partner, under any circumstance, will make no claims concerning any ADVANTAGE PARTNERS product.
• Partners are expressly forbidden to imply that additional products or services will be added or that enhancements to the Marketing (Compensation) Plan are forthcoming.
• ADVANTAGE PARTNERS insists on very rigid adherence to this policy and will not tolerate false or misleading claims as to the value anticipated.

CLAIMS - INCOME
See INCOME CLAIMS

COMMITMENT
In order to properly promote Company products, services and the Compensation Plan, as well as to achieve the maximum potential for success, Partner agrees to:

• Become well acquainted with all Company materials, including the Independent Contractors Agreement, Rules & Regulations, Compensation Plan and Policies & Procedures.
• Attend training provided by the Company.
• Sell products/services at retail.
• Know and comply with applicable state and local requirements.
• Make no claims or guarantees concerning products or amount of money to be made other than those contained in Company literature.
• Take responsibility for the training and education of those Partners in their immediate sales organizations, whether personally sponsored or not.
• Dress appropriately in business attire (as well as explain to your guests) when attending business presentations to further enhance your professional public image, and the Company’s.
• Ensure that all paperwork submitted to the Company is complete and accurate in accordance with the processing instructions and that paperwork is accompanied by full and complete payment.

COMMUNICATION CHANNELS
As a sponsor, it is the responsibility of each Partner to answer all questions within his/her capacity asked by their downline. In the event the question cannot be answered, the questions should be directed to the next upline Partner.

Contact the Company only after the chain of sponsorship had been followed. This system has been established to allow for efficient networking operations.

COMPANY
ADVANTAGE PARTNERS is a well-established company with retail operations and/or Network Marketing offices in different parts of the country. ADVANTAGE PARTNERS markets its products and services through Independent Contractors, called Partners. Each Partner helps the Company by selling to their personal customers products, which they purchase at wholesale prices. Partners also sponsor other Partners.

COMPLIANCE
• A Partner will not be eligible for commissions and bonus, nor will he/she be allowed to sponsor another Partner until a signed Partner Agreement has been received and approved by the Company.
• The Company program is built upon sales of products/services to the end consumer.
• The Company recognizes that its Partners may wish to also purchase products/services for personal and family use and receive commission for such purchases. However, the Company expressly prohibits purchases of products/services solely for qualification in the Compensation Plan.

CONFIDENTIAL INFORMATION
ADVANTAGE PARTNERS will supply reports to its Partners concerning the Partner’s downline organization. The Partner agrees that such information is proprietary and confidential to ADVANTAGE PARTNERS and is supplied to the Partner in confidence.

The Partner agrees that he/she will not disclose such information to any third party directly or indirectly, nor use the information to compete with ADVANTAGE PARTNERS directly or indirectly. Both Partner and ADVANTAGE PARTNERS agree that except for this Agreement of Confidentiality and Non-Disclosure, the Company would not provide the above confidential information to the Partner. Violation of this confidentiality requirement is grounds for termination.

Upon termination, in any form, all copies of any Confidential Information in the possession of the Partner, or under his/her control, or any copies, must be returned to ADVANTAGE PARTNERS, if requested. Partner understands that this Confidentiality Information specifically survives the Partner relationship for a period of not less than three years from the date a Partner is terminated for any reason.

Partner, for a period of three years following the termination of this agreement, further agrees that he/she will hold in confidence any confidential information that Partner obtained during the term of his/her association with ADVANTAGE PARTNERS and that Partner will not use such items or information directly or indirectly.

CONSULTANTS (see “PARTNER DEFINITION”)

COPYRIGHT
US Copyright Statues protects ADVANTAGE Partner’s materials. All rights are reserved, including the right to alter, revise and reprint these materials in whole or in part.
Reproduction in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system is not permitted now or in the future without the prior written con¬sent of the owner of the copyright.

Because of the copyright (and the technical information required to market the Company opportunity), no one shall have the right to reproduce for personal use or for sale any marketing materials, literature, logos, recorded Company events, speeches, flyers, videos, brochures or other aids relevant to ADVANTAGE PARTNERS without prior written consent of the Company.

This policy includes any advertising on the Internet. A Partner may not use Company name, logo or product names on a web site that has not been approved by the Company. Producing or using unauthorized materials will be grounds for immediate termination.

CORPORATIONS, SOLE PROPRIETORSHIPS & PARTNERSHIPS
Corporations, Sole Proprietorships and Partnerships may become a Partner. However, one individual must be designated as the responsible party for the Company’s actions and must sign the Partner Application. Commission and Bonus checks will be made payable to the business entity.

When a Partnership applies to be a Partner, the Partner Agreement Form may be submitted in the name of the Partnership but must include the name and signature of at least one general partner author¬ized to execute contracts for the Partnership. In addition, a Corpo¬ration/Partnership form must be submitted providing the names and Social Security numbers of all partners. All partners are jointly and severally liable for any indebtedness or other obligation to the Company.

Partners may not be individ¬ual Partners, nor partners, principals, or shareholders of another Company Partner-ship. This does not apply to active Partners who wish to change their status from individual Partner or Part¬nership to a Corporate or Trust Partner-ship under their existing sponsor. The request must be received by the Company by the 15th of the month and approved in order to be effective on the first of the following month.

Company may require notarized documents before implementing any changes to an ADVANTAGE PARTNERS business and that normally takes about 30 days for processing after the receipt of the request.

DISCLAIMER
Income examples, as expressed, are strictly meant to illustrate how commissions are earned in the ADVANTAGE PARTNERS Compensation Plan. EXAMPLES ARE NOT MEANT AS INCOME PROJECTIONS, nor are they indicative of a Partner’s existing or future income.

DISTRIBUTOR (see “PARTNER DEFINITION”)

DISCONTINUED ITEMS
Discontinued items will be listed at the ADVANTAGE PARTNERS web site. Also listed are items that are back ordered or are no longer available.

EXPENSES
• Any and all expenses arising from their business operations are the sole responsibility of Partner including, but not limited to legal costs, telephone expenses, advertising, etc.
• A Partner is an Independent Contractor and may not represent by implication or otherwise that he/she is an officer, employee, agent or owner of the Company and as such cannot bind or contract the Company in any manner.
• Company does not accept collect calls.

ETHICS
ADVANTAGE PARTNERS conducts business in an ethical and credible manner and expects its Partners to act in the same fashion when dealing with their customers, each other, Partners in other Network Marketing companies or the Company. Company will intercede to correct unethical activity on the part of any Partner regardless of rank. Verified unethical activities will be justifiable cause for termination.

GRIEVANCE
When a Partner has a grievance or complaint with another Partner’s practice or conduct in relationship to the ADVANTAGE PARTNERS business, he/she should first report to their highest upline Partner. That Partner should review and try to resolve the matter with the other party’s highest upline Partner. If the matter is not resolved, it must be reported in writing to ADVANTAGE Partner’s offices. The President’s Board, or the President, will review the facts and try to resolve the grievance. If it is not resolved, the matter will be referred to the Corporate Executive Board for final review and determination.

GOVERNING LAWS
These rules are governed by the laws of the State of California and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie within the place of acceptance of the Independent Contractor Application and Agreement, Los Angeles, California.

ID NUMBER (ID#)
Your Social Security or Federal ID Number must be on the application form. The Company will keep all Social Security numbers and personal information confidential and will give each Partner an ADVANTAGE PARTNERS Identification Number (ID#). This ID# must appear on all order forms and correspondence to the Company.

INCOME
Partner is entitled to income based on the Company Compensa¬tion Plan. Partner derives income only on the sale of products by either him/her or those in his/her downline organization.
INCOME CLAIMS

• Income projections, including those based solely on mathematical projections without regard to probable sales success MAY NOT be made to prospects except those shown in Company’s literature.
• ADVANTAGE PARTNERS believes that the income possibilities are substantial enough without having to exaggerate or misrepresent the potential. ADVANTAGE PARTNERS will not tolerate false income projections made to either a customer or prospective Partner.
• It is unlawful to make false or misleading representations as to income and/or potential income.
• It is unlawful to show someone else’s check(s).
• Partners are not guaranteed a specific income.
• Financial suc¬cess as a Partner can come only from sale of Company products to the end consumer, building a sales organization and from training that organization to sell, sponsor, and train.

INCOME TAX
• Partners are independent contractors for federal and state income tax purposes and do not have income taxes withheld from commissions.
• Partners are responsible for reporting and paying income taxes to local, state and federal authorities.
• Company will provide an IRS Form 1099 to the IRS and Partner annually in accordance with federal laws. A copy of such form may be obtained from the Company.
Please keep in mind there are many tax benefits available to independent contractors under the provisions of the existing tax laws. Partners are responsible for contacting proper taxing authorities or an accountant for up-to-date information on tax laws.

INDEMNITY AGREEMENT
Each Partner agrees to indemnify and hold harmless ADVANTAGE PARTNERS, its officers, agents, directors and assigns, against any claim, demand, liability, loss, cost or expense, including but not limited to attorney’s fees and costs arising out of, or alleged to arise, in connection with Partner’s business or conduct.

INDEPENDENT CONTRACTOR
Applicant is, upon acceptance, an Independent Contractor, called Partner, conducting business for his/her own account and not an agent, employee or franchisee for the Company.
As such, Partner must provide his/her actual Social Security or Federal Tax ID Number or some other form of Identification acceptable to the Company and/or the U. S. Government for tax reporting purposes, if a resident of the United States. The Partner further understands that he/she will not be treated as an employee in regard to any laws covering employees. These include, but are not limited to:

• Federal Insurance Contri¬butions Act (FICA),
• Social Security Act,
• Federal Unemployment Tax Act,
• Income Tax withholding at the source,
• Federal or state taxes and
• Local license fees that may become due as a result of activities under this agreement.
The Independent Contractor shall be responsible for obtaining any licenses required by law.

INHERITANCE
Upon the death or incapacity of the Partner, the Partner position and all rights will pass to the legal successor. Company requires photocopies of the Death Certificate (or a doctor’s statement) and a certified Will, court order or other appropriate legal documentation before the transfer will be effective. That person(s) inheriting the position must then sign a Partner Agreement in their name and abide by the Agreement, Terms & Conditions, the Compensation Plan and these Policies and Procedures.

INSUFFICIENT FUNDS
If any check, credit card or any other type of payment used to purchase products or other items from the Company is returned for insuffi¬cient funds, the person issuing the check shall be subject to an additional $25.00 or the amount will be deducted from the following bonus check. If a second check is returned for insufficient funds, the Partner will forfeit certain rights and privileges including eligibility for commissions until such time as matter has been cleared.

INSURANCE – COMPANY
ADVANTAGE PARTNERS maintains sufficient insurance to protect the Company and its Partners against product claims as long as Partner is marketing the products under proper guidelines (these Policies & Procedures).

INSURANCE - PERSONAL
A homeowner’s policy, or your automobile insurance policy, do not cover anything to do with your business as to theft or damage to products or equipment either in your home office or when attending to business outside the home. The same holds true concerning business related injuries. Check with your insurance company(s) ASAP as to your position. Usually a “rider” can be placed on the policy to protect you in business related actions.

INTERNATIONAL
Selling of Product and Recruiting is permitted only in the United States and those countries where ADVANTAGE PARTNERS is authorized to conduct business, according to official Company literature

INVENTORY
ADVANTAGE PARTNERS has no specific inventory requirements for its Partners.

INTERNET
An Independent Contractor may use the Company web site.

• The Company must approve any site using the Company name or the ADVANTAGE PARTNERS logo.
• Absolutely no Spam
• Partners wishing to establish a domain name, which includes in whole or in part any ADVANTAGE PARTNERS name or trademark or products or events or anything to do with ADVANTAGE PARTNERS in any way, must first obtain written approval from ADVANTAGE PARTNERS corporate office.

LAWS
Recognizing that some laws and/or rules may change from time to time and/or differ from state to state, the Company honors the pre¬vailing law or rule in any state. The changing of a policy and/or procedure does not automatically alter any other policy or procedure, which remains in force.

The Company does not discriminate in its acceptance of Partners because of race, creed, sex, color or national origin.

Federal and state regulatory agencies do not approve or endorse direct selling/network marketing companies. Therefore, Partners may not represent or imply, directly or indirectly, that ADVANTAGE PARTNERS has been approved or endorsed by any governmental agency,

MEDIA
To maintain accuracy and the correct Company image, all requests for interviews intended for the media in any form and in any way concerning the Company and/or its officers, shall be forwarded to the Company for determi¬nation as to whether or not such interview should be granted. Only an officer of the Company may speak on behalf of the Company. Any such determination by the Company shall be final and any action by Partner contrary to such decision shall result in the termination of this agreement.

ADVANTAGE PARTNERS are prohibited from employing paid/unpaid media forms (including, but not limited to, Intranet, Internet, news releases, articles and talk show appearances) to publicize ADVANTAGE PARTNERS or its products without the written approval of ADVANTAGE PARTNERS.

METHOD OF PAYMENT
Visa, Master Card, American Express or bank wire transfer can pay for Partner’s orders. All funds should be in United States Funds.

Partner is aware of the quality of products offered by the Company and the other costs and contractual obligations that occur when he/she purchases products from the Company. Partner understands that he/she maintains a greater responsibility when ordering on a credit card account as an informed Partner than when ordering as an average customer. Partner waives the right of cancellation or refund on any order placed on a Visa/Master Card/American Express account(s) except through ADVANTAGE PARTNERS. Any order returns, refunds or exchanges shall be done through ADVANTAGE PARTNERS and not through Visa or Master Card or American Express.

MONEY BACK GUARANTEE
The ADVANTAGE Partner’s, Inc. guarantee applies to all Independent Distributors and Retail Customers. If for any reason the purchaser of an Advantage Partners’ product is not satisfied, they can return it for a full purchase price refund. Simply return the unused portion to Advantage Partners along with a completed copy of the Return Authorization Form (RAF) within 30 days of the date of purchase. Click on the following link to download Return Authorization Form.

NAMES / PRINT OUTS
The identities of ADVANTAGE Partner’s Partners are considered trade secrets and therefore considered proprietary information and shall not be sold, released or otherwise disclosed to anyone at any time for any reason.

NETWORKING
Cooperation among Partners within the same downline (networking) leads to the total success of all concerned. This also holds true for Partners in different lines of sponsorship. Networking with other Partners can result in many benefits such as:

• The costs and responsibility of training sessions, meetings and advertising being divided by Partners.
• Larger and more productive meetings can be arranged, resulting in additional enthusiasm, excitement and success.
• The creation of reciprocity among Partners.
• An increase in number of personal contacts that could be helpful in social and/or business situations.

NON-WAIVER
ADVANTAGE PARTNERS reserves the right to waive any provision of these Policies & Procedures. However, failure of Company to exercise any rights in any area of this Agreement shall not constitute a waiver of the Company’s right to demand compliance therewith. Waiver of any requirement may only occur by express written waiver executed by an executive officer of ADVANTAGE PARTNERS. Any waiver shall not constitute or operate as a waiver of any prior or subsequent breach of said area or any other area, term or condition.

NOTICES
Written notices between the Company and its Partners are effective as follows:

• All notices to the Company are effective when received by the Company at ADVANTAGE PARTNERS Corporate Offices shown on front of these policies.
• All notices from the Company are con¬sidered effective when deposited in the US Mail or via Email to the Partner’s last known address. Notices to Partners as a group may also be contained in other Company communications, such as newsletters, on the Internet or by Company voice/fax.

NOTIFICATION OF CHANGES
Partner shall have the responsibility to promptly inform the Company in the event of a change in their name or address. Such notifications shall be in writing addressed to the Company clearly showing their previous and current details.

OFFICE HOURS
The Company office is open between 9:00 AM and 5:00 PM Pacific Standard Time, Monday through Friday and during scheduled meetings. The office is closed Saturday and Sunday and for all United States legal holidays. During other hours, it can always be reached via its Email address.

ORDERS
All orders must be paid as stated in METHOD OF PAYMENT POLICY. All forms of payment are to be made payable to ADVANTAGE PARTNERS in United States Funds. Personal checks must clear the home office bank before any shipment is made.

Any missing information can result in your order not being processed and returned to you.
All Partner Applications and customer orders must be sent to the Company within 72 hours from the time they are received by the Partner.

PARTNER DEFINITION
• Partner is one who has filled out and submitted an Independent Contractor (Partner) Application and Agreement Form that have been accepted and approved by Company. The Partner, once application has been accepted, may purchase product from the Company at the Partner’s wholesale cost and may begin to sponsor others into his/her downline organization.
• Company reserves the right to accept or reject anyone as a Partner. If Company rejects an application, notification of such rejection will be given within thirty (30) days from the date the Application and Agreement Form was received at the Company Corporate Office.
• Partner may have only one sponsor and should choose that sponsor wisely, one who will help them in the business. A partnership or corporation may be a Partner. However, no individual may participate in more than one (1) sales organization.
• Partner may sponsor his/her spouse to operate as an independent business.
• Married couples may become a Partner either as joint applicants with the same business interest or as individual applicants with separate business interests. If spouses elect to be separate, they must be personally sponsored by each other or the same person and placed in the same group or sales organization.
• If a husband and wife, acting as joint applicant Partners, divorce they must notify the Company in writing, signed by both parties, indicating how the Partner position is to be owned thereafter. In the absence of a written agreement signed by both parties, Company or a court of competent jurisdiction shall decide the ownership.

PARTNER’S REPRESENTATIVE BOARD
At its discretion, the Company may create a Partner Representative Board who have achieved the highest positions in the Compensation Plan and show that they want to achieve much more at the time of appointment. They will advise the President on different issues that pertain to their fellow Partners.

PARTNERSHIP
• Only a Partner who is in good standing in the program can sponsor someone wanting to become a Partner. Partner must be relatively easy to contact by ADVANTAGE PARTNERS and by his/her upline Partners as well as those in his/her downline organization.
• The Company does not require a Partner to sponsor anyone to participate as a Partner in the Company program. Commissions or Bonus earned are not based on sponsoring or recruiting but are paid only on sale of product.
• Partner determines his/her own methods of promoting sales, provided that they are in compliance with these Policies &Procedures.
• Partner determines own hours of operation, supplies and pays for items needed to operate her/his own business.
• In the event that more than one person sponsors a prospective Partner an evaluation will be necessary to determine who has the sponsoring right. The date on the application form will be the first criteria for evaluation. The Company’s corporate office will use its best judgment to determine who the sponsor will be.
• Partner Organization (Partnership) may be transferred by sale or bequest, provided that new entity is able to fully function in a manner that enables them to conduct ADVANTAGE PARTNERS business in accordance with the Application form, Terms & Conditions and Policies and Procedures. ADVANTAGE PARTNERS reserves the right to approve or disapprove the proposed new owner as an acceptable Partner.
• Prior to approval, ADVANTAGE PARTNERS must receive a new Partner Application & Agreement Form (or an Partner Business Transfer Form). Forms must be completed in full and signed by the appropriate individual(s).

PURCHASING REQUIREMENT
• No person is required to purchase ADVANTAGE PARTNERS products, services or sales aids or to pay any charge or fee in order to become a Partner.
• Any and all purchases are made at the sole discretion of the Partner with the exception of a Business Kit that is sold at Company cost. ADVANTAGE PARTNERS will buy back any unused Business Kit if the Partner leaves the business. This sum is not a service or franchise fee, but rather is strictly to offset actual costs incurred by ADVANTAGE PARTNERS for business materials that are helpful to a Partner.
• No commissions or bonus is paid on the Business Kit.
• Partner should make clear in each business presentation that absolutely no inventory purchase is required to market Company products. It should be stressed that Partner can build their business selling Company products on a commission-only basis.
• The one and only objective of the Company Compensation Program is to promote the use of Company products/services to satisfied customers. The sale of wholesale products is not the goal-but rather usage of products by the consumer.
• This program is about acquiring customers for ADVANTAGE PARTNERS.

REFUNDS/INVENTORY RETURNS
Prior to returning any Company sales aids/literature, Partner must obtain a Return Authorization from Company. To acquire this authorization you must submit written documentation and call Company Partner Services Department. A Return Authorization number will be assigned to the Partner and products or acceptable sales aids/literature items must be shipped to Company Corporate Office, freight prepaid, by the Partner with the Authorization Number affixed to the outside of the package. All returns must be in their original, resalable condition. Refundable items do not include audiotapes, videotapes, CD’s or software and should not be returned.

REPACKAGING OF PRODUCTS
ADVANTAGE PARTNERS products cannot be repackaged, relabeled or tampered with in any way.
RESHIPMENTS

If after three (3) attempts at delivery your parcel is returned to the Home Office, you will be responsible for reshipping charges.

RETAIL ESTABLISHMENTS
Partners may not sell or display products or literature in any retail outlet without written Company approval. This does not prohibit any other type of retail owner from being a Partner and is meant to protect the Partner and the Customer.
Partner can promote products at fairs and trade shows with the condition that the products are not shown or displayed with any other products that are sold via Direct Sales, Network Marketing or Multi-Level Marketing.

RETAIL PRICE/RETAIL SALES
The ADVANTAGE PARTNERS program is built on retail sales to the ultimate consumer. ADVANTAGE PARTNERS recognizes that Partners may wish to purchase products in reasonable amounts for their own personal use.

For this reason, ADVANTAGE PARTNERS will recognize as a retail sale purchases by non-participants and/or purchases by Partners for personal or family use in reasonable volume which are not made for purposes of qualification or advancement. It is Company policy to strictly prohibit the purchase of products in unreasonable amounts solely for the purpose of qualifying for bonuses or advancement in the compensation plan.

The Company publishes a suggested retail price (SRP) for each of its products. Partners are not required to sell ADVANTAGE PARTNERS products at SRP when they purchase from the Company to resell to a customer. They may set their own pricing.

The Company Retail Order Forms are required for all sales to consumers. These sales carry the Company Retail Sales Warranty and Consumer Protection Statements required by law. It is recommended that you keep a copy of all sales receipts for a three-year period. Company may request retail receipts from the Partner.

RETURN OF PRODUCT- TERMINATED PARTNER
All current sales aids and Business Kit in resalable condition purchased within three months prior to termination may be returned (shipping prepaid by Partner) to Company. Company will repurchase such products at 90% of original price, less any bonus or commissions paid to Partner. Company may also charge back to the Partner’s upline any commissions or bonuses received or paid on the product that is returned by Partner.

To return product, Partner must call company and get an Authorized Return Number that must be clearly marked on outside of returned merchandise.

SALES & USE TAXES
Many states, county and local governments levy Sales & Use Taxes based on suggested retail prices. All products and sales aids are subject to a sales tax payable at time of purchase. These taxes are collected on the retail price by the Company and paid to the appropriate agencies.

SALES AIDS, BUSINESS KITS AND LITERATURE AS INVENTORY
Although not mandatory, a Partner should carry a sufficient inventory of supplies, such as brochures, order forms, sales aids and Business Kits to meet the needs of their organization.
These items are noncommissioned and do not carry a discount. Items may be ordered by using the official Company Sales Aid Order Form.

SEVENTY (70%) PERCENT RULE
The Company program is built upon retail sales of products/services to the consumer. It is Company policy to strictly prohibit the purchase of products/services solely for the purpose of qualifying for commissions or bonuses. Partner must not purchase any excessive inventory nor encourage others to do so. To this end, when purchasing products from Company, Partner is required to certify that at least 70% of all previous orders have been sold at retail. Violation of the 70% rule will cause forfeiture of any commission or bonuses for those otherwise qualified or in such cases, suspension or termination.

SHIPPING
All Business Kits must be sent to a street address. P O Box numbers, general delivery nor COD orders will be accepted. EXCEPTION: A few rural areas receive only PO Box and General Delivery and this must be indicated. United States Priority Service is the usual form of shipment. The ordering Partner absorbs all shipping costs.

ADVANTAGE PARTNERS makes all shipments to customers and Partners the best, least expensive way.
SPONSORING

Any Partner, who sponsors another Partner, must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored. Partner must have ongoing contact, communication and management of such supervision with his or her sales organization.

Examples of such supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, training sessions, accompanying individuals to Company training and sharing genealogy information with those sponsored. Partners should be able to provide evidence to the Company quarterly of ongoing fulfillment of sponsor responsibilities.

Sponsoring forms an enforceable business relationship between two Partners. The Company has the responsibility to help protect these relationships and cross sponsoring in any form constitutes grounds for termination and possible litigation.

TAXES
Partner agrees to accept sole responsibility for all self-employment, Social Security, federal and state income taxes and any other taxes on income earned as an ADVANTAGE PARTNERS Partner. The Company will file Form #1099 or equivalent on each Partner who has earned in excess of six hundred dollars ($600.00) at the close of the calendar year for the amount of commissions and bonuses earned under this agreement.

Partner agrees that the Company will not be liable whatsoever for city, county, state, and federal taxes or other fees pertaining to efforts and earnings of the Partner.

TELEPHONE
Partners may not answer their phone in any manner that would indicate to callers a reason to believe that they have reached the Corporate Offices of ADVANTAGE PARTNERS. In their initial greeting a Partner may not use the name ADVANTAGE PARTNERS.

TELEPHONE DIRECTORY
The approved telephone listing for all telephone publications is:

ADVANTAGE PARTNERS, Inc.
“Independent Contractor“
Name, Address, Phone number

TERMINATED PARTNER
See Return Product
See Violations of Agreement
See Confidential Information

TERMINATION
In the event a Partner has been inactive for six consecutive months, ADVANTAGE PARTNERS has the right to terminate the Partner.

TERRITORIES/FRANCHISES
ADVANTAGE PARTNERS does not offer exclusive territorial rights to Partners. Partner may not represent that exclusive territories are available under the Company marketing program.

TESTIMONIAL RELEASE
In consideration of its possible use of your appearance, statements and/or materials supplied by you in written, spoken or visual form, ADVANTAGE PARTNERS will have the right:

• To edit, broadcast and/or to print said material and the right to license others to use these rights.
• To use your name, likeness, voice, biographical information and the material supplied by you for proposed advertising, publicity and sales promotion.

ADVANTAGE Partner’s use of your appearance, statements and or material as described above will not violate the rights of any person or organization and will not incur any liability for payment to any person or organization. Said statements will be hones and truthful.

TRAINING
A Partner who recruits other Partners as part of their sales organization is required to ensure that the new Partner is properly trained.

TRANSFERRING OR SELLING YOUR ADVANTAGE PARTNERS BUSINESS
Partners may assign or transfer their business by bequest to a member of their immediate family (parent, husband/wife, children, brother, sister) and no other, upon written consent of the Company.
The person to whom the business is being assigned or transferred must accept legal responsibility for all terms and conditions of the Partner Application and all attachments, in writing.

If Partner chooses to sell his business, the Partner position must be offered in writing, first to the seller’s sponsor, then to the sponsor’s sponsor, up to a maximum of two (2) levels. If the upline sponsors decline the offer, the Partner may offer the position for sale to anyone who does not already participate in a Partner position. In other words, if the upline sponsors decline the offer, then the position may be sold to someone outside Company. The offer must be on the same terms and conditions as to the upline sponsors. The Company reserves the right to approve the transaction. Partner who sells his/her position shall not be eligible to re-qualify as Partner for a period of at least six (6) months after the Company has approved the sale in writing.

UNETHICAL ACTIVITY
ADVANTAGE PARTNERS will not permit activity that it considers unethical or unprofessional and will intercede when it deems such behavior is evident.
ADVANTAGE PARTNERS reserves the right to use its sole judgment in deciding whether certain Partner’s activities are inappropriate and if determined to be so will act accordingly. Examples of such activity include, but are not limited to:

• Promoting or selling other companies products at any ADVANTAGE PARTNERS functions or use the Company forms or printed materials or its name, prestige, or drawing power in conjunction with or in support of any other activities. Such action is cause for termination.
• Using the ADVANTAGE Partner’s genealogy reports for other than intended purposes.
• Sponsoring or attempting to sponsor or approaching another ADVANTAGE PARTNERS Partner into another Direct Sales, Multi-Level Marketing and/or Network Marketing Company except for his/her personally sponsored Partners.
• Participating in any action that causes another Partner to be sponsored /recruited through someone else into another Company.
• Making claims
• Making false income projections
• Writing bad checks to Company or other Partner or anyone.
• Any conduct that discredits ADVANTAGE PARTNERS, its Partners or violates the law.
• Spam
• Inappropriate use of the Internet
• Violation of any of these Policies & Procedures guidelines.

USE OF COMPANY NAME, LOGO
The Partner may use the Company name or logo in directory listings and on business cards or letterhead, provided there also appear thereon the words “Independent Partner.” No other use of the Company name or logo is permitted without prior written consent of the Company.

The Company’s name may not be used with the name of ANY OTHER COMPANY in any advertisement, business card, letterhead, etc.

VIOLATIONS OF AGREEMENT
Partner understands that any violation of these Policies & Procedures jeopardizes the integrity and standing of all Partners.

Violations or infractions of any part of the Agreement, Terms & Conditions, Policies and Procedures or Compensation Plan should be reported immediately to the Company indicating all the pertinent facts (date, time, place, names of all persons involved, etc.). After receiving a signed com¬plaint, the Company will assign a person or persons to investigate the matter and take appropriate action, including termination of the Partner, if necessary.

The Company will not permit activity that is unethical. Even though the line between aggressive marketing efforts and unethical behavior can be vague, the Company will intercede when unethical behavior is evident and reserves the right in its sole discretion to determine whether an unethical practice has been committed and the appropriate action to be taken. The Company will not employ sanctions lightly, nor will the Company be arbitrary or unfair in their use.

When the Company does decide to terminate an Partner, a NOTICE OF INTENT TO TERMINATE will be sent to the offending Partner by certified US Mail, indicating the reasons for termination, and giving him or her 10 working days from the date of receipt to respond in writing.

If a Partner responds, the Company will consider any new information submitted and render a final decision in writing to Partner within thirty days of receipt. Failure of the Partner to respond to any charge will be considered acceptance of the termination.

Once a Partner is terminated, his/her downline will be distributed ac¬cording this Agreement.
All disputes and claims relating to ADVANTAGE PARTNERS, the Agreement, and the Compensation Plan, products, the rights and obligations of an Independent Partner or any other claims or causes of action relating to the performance of either an Independent Partner or ADVANTAGE PARTNERS shall be settled totally and finally by arbitration.

Such action shall take place in Los Angeles, California or in such location as ADVANTAGE PARTNERS prescribes, in accordance with the Federal Arbitration Act and the rules of the American Arbitration Association. Should the laws of the state in which a Partner resides expressly require the application of its laws, that state’s law shall govern all issues related to jurisdiction and venue.

There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with preference being an attorney knowledgeable in the direct selling/network marketing industry, selected from the panel the Association provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.

If a Partner files a claim or counterclaim against ADVANTAGE PARTNERS, the Partner shall do so on an individual basis and not with any other Partner or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity or registration or any mark or other intellectual property or proprietary confidential information of ADVANTAGE PARTNERS without the Company’s prior written consents.
ADVANTAGE PARTNERS may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owning to ADVANTAGE PARTNERS. In addition to monetary damages, ADVANTAGE PARTNERS may obtain injunctive relief against a Partner for any violation of the Agreement and for any violation or misuse of ADVANTAGE Partner’s trademark, copyright or confidential information policies.

This statement of the Policies & Procedures is incorporated into the Partner Application and Agreement, the Terms & Conditions and together with the Compensation Plan constitutes the entire Agreement of ADVANTAGE PARTNERS and the Partner whose name appears on the Application Agreement regarding their business relationship.

ADVANTAGE PARTNERS trusts that with these guidelines, the Partner and the Company will act in the best interest of all. That both will conduct their businesses in a manner that reflects the highest standards of honesty, integrity and responsibility toward customers, other Partners, the Network Marketing industry and the public, observing the spirit as well as the letter of the law and this agreement.