Introduction

Victory Nutrition International (VNI) is a network marketing Company which honors the rules and standards outlined in this document. As used throughout this document, the term VNI refers to Victory Nutrition International and Victory Nutrition. This document and all of the items contained therein is an integral part of the agreement between VNI and the individual Independent Representative. This document was created to protect the rights of all Independent Representatives and to provide a framework within which each Independent Representative may work on an ethical, secure and effective basis. This document should be read in its entirety.

The policies and procedures set forth below shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or unenforceability of any other provisions hereof. If any provision of these policies and procedures, or the application thereof to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be submitted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of these Policies and Procedures and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. The most recent and applicable Policies and Procedures will be posted on VNI's website at: www.vniinc.com

The Policies and Procedures posted on VNI's website will be enforced from the date of posting. Therefore, Independent Representatives should refer regularly to the website for the most recent version of these Policies and Procedures.

By completing VNI's Independent Representative Agreement, the individual Independent Representative agrees to uphold, to adhere to, and to follow VNI's Policies and Procedures, and understands and agrees that the violation of any of the Policies stated herein may, within the sole discretion of VNI, be sufficient grounds for termination of the Independent Representative's contract and relationship with VNI.

  1. Purpose of the Policies and Procedures
  2. Code of Ethics
  3. Independent Representative Authorization
    3.1 Initial Application.
    3.2 Co-Applicants.
    3.3 Independent Representative Identification.
    3.4 Applicant Age Requirement.
    3.5 Corporate and Other Non-Individual Applicants.
    3.6 Change of Status.
    a. Dissolution or Resignation
    b. Withdrawal of One or more members from an entity that is a Independent Representative
    3.7 Change of Independent Representative Information.
    3.8 No Multiple Independent Representatives.
    3.9 Spouses.
    3.10 Family Members.
    3.11 Marriage of Independent Representatives.
    3.12 Divorce/Separation of Independent Representatives.
    3.13 Re-Marriage of Divorced Independent Representatives.
    3.14 Voluntary Resignation/Termination of a Independent Representative.
    3.15 Company Termination of a Independent Representative.
    3.16 Sale or Transfer of a Independent Representative.
    3.17 Death of a Independent Representative.
    3.18 Zones of Operation.
    3.19 Territories of Operation.
    3.20 Information Requests.
    3.21 Power of Attorney.
    3.22 Company's Documentation Rights not waived.
    3.23 Inventory Purchases.
    3.24 Independent Representative Sale and Transfer Procedures.
    3.25 Independent Representative Voluntary Termination Procedures.
    3.26 Re-Application of a Former Independent Representative.
    3.27 Company Disciplinary Action.

  4. Responsibilities and Practices
    4.1 Independent Representatives' Responsibilities as Independent Contractors.
    4.2 Taxes.
    a. Sales Tax.
    b. Resale Tax Exemption.
    c. Income Tax.
    d. Self-Employment Tax.
    e. Unemployment Tax.
    f. Local Business Taxes and Permits.
    4.3 Independent Representative Hours.
    4.4 Representation to Potential Independent Representatives.
    4.5 Product Liability Insurance.
    4.6 Product Descriptions.
    4.7 Policies and Procedures.
    4.8 Sales Receipts.
    4.9 Independent Representative Compliance.
    4.10 Company Compliance Monitoring.
    4.11 Personal and Professional Behavior.
    4.12 Changes, Amendments, and Invalidity.
    4.13 Notification of Change.

  5. Prohibited Practices
    5.1 Company Marks and Logos.
    5.2 Material Facts.
    5.3 Income Representation.
    5.4 Product Claims.
    5.5 Re-packaging; Re-labeling.
    5.6 Future Events.
    5.7 Claims and Representations.
    5.8 No Exclusive Territories.
    5.9 Inducements to Prospects.
    5.10 Retail Outlets.
    5.11 Personal Service and Appointment Only Business.
    5.12 Fairs and Trade Shows.
    5.13 Public Meeting Signage.
    5.14 Non-Company Selling or Recruiting.
    5.15 Prohibition on Cross-Sponsoring and Recruiting
    And Ownership of Downline Information.
    5.16 Barter Organizations Prohibited
    5.17 Confidentiality and Nondisclosure.
    5.18 Unlawful Practices.
    5.19 Regulatory Agencies.
    5.20 Violations by Independent Representative – Procedure.
    5.21 Independent Representative Access to Company Website.
    5.22 Sale of Non-Company Products.
    5.23 Combination of Information.
    5.24 Company Right to Terminate Independent Representative and to Withhold Commissions.
    5.25 Independent Representative Requirements on Termination.

  6. Sponsoring and Placement and Compensation Plan Description
    6.1 Sponsoring Rights.
    6.2 Multiple Sponsoring Prohibited.
    6.3 Sponsoring Responsibilities.
    6.4 Sponsor Change.
    6.5 VNI Compensation Plan
    6.6 Autoship - How it Works.
    6.7 Personal Volume (PV).
    6.8 Uni-Level Commission Payment.
    6.9 Deadlines.
    6.10 Retain Profits/Commissions
    6.11 Uni-Level Commissions.
    6.12 Achievement Reward.
    6.13 Match Award
    6.14 Fast Start Bonus
    6.15 Elite Bonus Pool
    6.16 Rank Maintenance Bonus
    6.17 Victory Bonus
    6.18 Placement Feature
    6.19 Founders
    6.20 Glossary of Terms

  7. Compensation and Fee Requirements
    7.1 Eligibility.
    7.2 Unqualified Independent Representatives.
    7.3 .Outstanding Collections
    7.4 .Commission Issues.
    7.5 Minimum Check Amount and Check Processing Fee.

  8. Ordering Procedures
    8.1 Ordering.
    8.2 Shipping Options and Carriers.
    8.3 Submitting Orders.
    8.4 Single Form of Payment.
    8.5 Order Processing.
    8.6 Telephone Orders.
    8.7 Payment Methods.
    8.8 Backorders.
    8.9 Refunds and Inventory Returns.
    8.10 Incorrect or Defective Items.
    8.11 Returned Products - Account Adjustments.
    8.12 Refund Procedure.
    8.13 Shipping Damage.
    8.14 Receipt of Extra Product.
    8.15 Refunds on Compensated Product.
    8.16 Warranties.
    8.17 Initial Purchase Guarantee.
    8.18 Cancellation Guarantee.
    8.19 Return Policy Expiry.
    8.20 Retail Customer Money-Back Guarantee.
    8.21 Retail Direct Program.
    8.22 Shipping/Handling Charges.
    8.23 Product Exchanges.
    8.24 Lost Shipments.

  9. Advertising, Copyrights, Trademarks & Protected Materials
    9.1 Advertising.
    9.2 Uniformity of Presentations and Materials.
    9.3 Copyrighted Materials.
    9.4 Names, Product Names, Trademarks, and Logos.
    9.5 Telephone/Directory/Program Listings.
    9.6 Trademark Identifier.
    9.7 Business Name.
    9.8 Business Cards.
    9.9 Confidentiality of Company Information.
    9.10 Pre-Recorded Telephone Solicitations.
    9.11 The Internet and the Independent Representative's Personal Website.
    9.12 Print, Radio, Television/Cable, and Internet Advertising.
    9.13 Blind Ands.
    9.14 Classified Advertisements.
    9.15 Media Inquiries and Appearances.

  10. Conflict Resolution 10.1 Violations of Section 9 of the Policies and Procedures.
    10.2 Other Violations.
    10.3 Escalation.
    10.4 Company Involvement.
    10.5 Penalties for Violators.
    10.6 Arbitration.

  11. Amending the Policies and Procedures
    11.1 Company's Rights to Publish and Amend.
    11.2 Amendments.
    11.3 Force Majeure.
    11.4 Entire Understanding.
    11.5 Company Waiver.

Incentives and Awards Policies

Please read the following document carefully, and apply only after you understand fully and agree to the matters in this document.

  1. Purpose of the Policies and Procedures

    VNI has developed these guidelines with the intention of assisting in the success of VNI and its Independent Representatives by:

    1.1 Providing equal opportunity for rewards through the Compensation Plan.

    1.2 Defining the contractual relationships between VNI and its Independent Representatives.

    1.3 Helping to bring VNI's programs into compliance with regulatory requirements, and by providing specifics about the programs to appropriate agencies as required.

    1.4 Providing to its Independent Independent Representatives a guide that informs them of the things that they must do and the things that they must avoid to fulfill their contractual obligations.

    1.5 Establishing a basis for problem solving between Independent Representatives and the Company.

    VNI encourages all Independent Representatives to understand and to follow all of the rules within these guidelines as we work together to conduct our VNI business in a legal and harmonious manner.

  2. Code of Ethics

    All VNI Independent Representatives agree, as part and condition of their Independent Representative Agreement, to conduct their business according to the high standards of VNI's Code of Ethics, which specifically focuses on important areas of principle and activity. With the awareness and agreement that violation of the following standards is sufficient grounds for termination of the Independent Representative's Agreement with VNI, the Independent Representative hereby agrees:

    2.1 I will conduct myself with integrity and responsibility and will make the Golden Rule the cornerstone on which to build my business.

    2.2 I will uphold the values of VNI and will not engage in any unlawful, deceptive or unethical consumer or recruiting practice that may be detrimental or reflect poorly on VNI, the network marketing industry or myself

    2.3 I will strive to make service the key principle of the VNI business, helping customers and other Independent Representatives alike.

    2.4 I will follow VNI's Policies and Procedures to the best of my ability, giving effort to follow the spirit and the letter of these guidelines.

    2.5 I will demonstrate the highest standards of professionalism in the Independent Representative's business, building a good reputation for the Independent Representative and for VNI.

    2.6 I will honor all proprietary interests from other companies, not breach any covenants or agreements, and not violate any state or federal guidelines or laws.

    2.7 I will not advise or encourage excessive buying at unrealistic levels. I will not inventory load or bonus buy.

    2.8 I will offer products for sale in an accurate and truthful manner as to price, grade, quantity, make, value, performance, quality, currency, and availability.

    2.9 I will make prompt and courteous exchanges and/or refunds to any and all customers who wish to return a VNI product.

    2.10 I will make no representations about VNI's products, services, technologies, or Compensation Plan other than the information contained in officially-approved corporate websites, literature, and publications.

    2.13 I will abide by local, state and federal laws that govern my independent business. I understand that it is my responsibility to comply with these laws and all VNI policies and procedures as they may be amended from time to time.

    2.14 I will uphold this code of ethics.

  3. Independent Representative Authorization 3.1 Initial Application.

    To become a VNI Independent Representative, each applicant must complete, sign, and submit to VNI a current Application and Agreement Form (“Application”) (located on VNI's website). Failure to complete any of the Application's information will be sufficient grounds for its rejection. Applicants are also bound, through the completion of the Application, to these Policies and Procedures.

    VNI reserves the right to terminate any Application within its sole discretion at any time, without comment or explanation.

    3.2 Co-Applicants.

    An applicant submitting an Application as a sole proprietorship or with a DBA name will be classed as the principal person, and their SSN will be used for tax and other purposes relating to the Independent Representative. If a co-Applicant is to be named to the Independent Representative, the individual's name and details must also be included on the original Application.

    Once approved, Applicant and co-Applicant have equal access as the Independent Representative. Each may transfer roles as Applicant or co-Applicant by providing written notification to VNI, with such notification to be signed and dated by each party.

    3.3 Independent Representative Identification.

    For internal administration and identification purposes, and also to comply with strict governmental regulations, an individual's Social Security Number (SSN) will be required from each Applicant or co-Applicant, even where a federal Tax Identification Number (EIN) has been provided. On approval of Application, a unique Identification (ID) number will be assigned by VNI; this ID number will be required in all transactions or communications between the Independent Representative and VNI.

    3.4 Applicant Age Requirement.

    An Applicant must be at least eighteen (18) years of age to be accepted as a VNI Independent Representative.

    3.5 Corporate and other Non-Individual Applicants.

    An Application may be accepted from a legal entity such as a corporation, partnership, Trust, or Limited Liability Company (LLC). The submitted Form will require details of all entity participants, and must be signed by a legal Independent Representative who is authorized to bind the entity, and must be accompanied by:

    - The entity's federal EIN;

    - A copy of the entity's articles of organization (if an LLC), or a copy of the articles of incorporation (if a corporation), or a copy of the Trust Agreement (if a Trust);

    - A signed and appropriately-attested authorization or resolution from the entity authorizing the signatory to act on behalf of the entity in this matter.

    3.6 Change of Status.

    An Independent Representative may change status from an individual to one of the above-referenced entities (or vice versa) by written notification to VNI and by provision of the appropriate forms and other required documentation. If changing from an individual to an entity, all entity participants will need to have been listed as participants in the original Application. If changing from an entity to an individual, a new Application listing the Applicant (and the co-Applicant, if applicable) should be submitted. In such a change, the co-Applicant would need to have been included as a participant on the original Application.

    If an entity (corporation, partnership, Trust, or LLC) wishes to dissolve or otherwise cease operating, to resign as a Independent Representative, or if one or more of the entity's members wish to leave and to create a new Independent Representative, the following procedures must be followed:

    a. Dissolution or Resignation – If a entity wishes to dissolve, to cease its operations, or to resign as a Independent Representative, the entity must provide to VNI a written advice to this effect, with such advice containing the signature of each member of the entity (shareholders and officer of a corporation, members of a partnership, members of a Trust, or members or managers of a LLC), and stating the date on which such change is to become effective. The change will be made effective by VNI on the first day of the succeeding commission month.

    Upon satisfaction of these requirements, members of the entity may choose to create new Independent Representatives with a sponsor of their own choice, or may purchase a Independent Representative through VNI's Sale and Transfer process. In such an event, VNI may waive the normal 3-month waiting period. If VNI does not receive the above-specified properly-certified documents, it shall consider the Independent Representative to continue to be the entity listed in the current Application, and none of the respective entity's members will be approved for creation of a new Independent Representative.

    b. Withdrawal of one or more members from an entity that is a Independent Representative. If one or more members of a entity,, that is a VNI Independent Representative, wish to withdraw or to resign from the entity, the entity must provide to VNI a written advice to this effect, with such advice containing the notarized signature of each member of the entity (shareholders and officer of a corporation, members of a partnership, members of a Trust, or members or managers of a LLC), and stating the date on which such change is to become effective. The change will be made effective by VNI on the first day of the succeeding commission month.

    Upon satisfaction of these requirements, the withdrawing members of the entity may choose to create new Independent Representatives with a sponsor of their own choice, or may purchase a Independent Representative through VNI's Sale and Transfer process (see 3.25). In such an event, VNI may waive the normal 3-month waiting period. If VNI does not receive the above-specified properly-certified documents and advices, it shall consider the Independent Representative to continue to be the entity listed in the current Application, and none of the respective entity's withdrawing members will be approved for creation of a new Independent Representative. If the withdrawing members choose to be in another Independent Representative, they may not hold any ownership or other financial interest in the original Independent Representative that is an entity.

    3.7 Change of Independent Representative Information.

    Requests by Independent Representatives for changes of address, name, or ID number must be submitted to VNI in writing, and must be signed by the Independent Representative requesting the change.

    3.8 No Multiple Independent Representatives.

    No individual may have beneficial interest in more than one Independent Representative (or entity that is a Independent Representative) at any one time without VNI's written approval. VNI does not allow beneficial ownership in simultaneous interests.

    3.9 Spouses.

    A Independent Representative may not directly or indirectly sponsor his/her spouse (see 3.12). The spouse of a Independent Representative may not:

    - Act as a retail customer to his/her own spouse;

    - establish a Independent Representative under his/her spouse or another sponsor.

    However, a spouse may be listed as a co-Applicant on the standard VNI Application. A spouse may also be added to a existing Independent Representative by application in writing to VNI, with the writing dated and signed by both spouses, giving the new spouse's name and SSN, and indicating which spouse is to the Applicant and which is to be the co-Applicant.

    3.10 Family Members.

    Independent Representatives may sponsor other family members who are at least 18 years of age.

    3.11 Marriage of Independent Representatives.

    In the event that two VNI Independent Representatives marry, they may choose either:

    - To unite as a single Independent Representative, or

    - To retain both existing Independent Representatives. This constitutes one of two exceptional circumstances under which spouses may own separate VNI Independent Representatives.

    3.12 Divorce/Separation of Independent Representatives.

    In the event of final divorce or court-entered legal separation for spouses listed on a single Independent Representative, the individuals may choose either:

    - To retain both parties on the existing Independent Representative, or

    - To withdraw one party from the existing Independent Representative. In this event, the following procedure shall apply:

    - provide to VNI a written letter of resignation containing:

    - notarized signatures of both parties;

    - An explanation of the way in which the parties agree to handle the future of the Independent Representative;

    - The date of the final divorce decree or the date the separation was entered as a court order.

    - provide to VNI a certified copy of the respective court order for divorce or separation.

    Upon satisfaction of these requirements, the resigning spouse may choose to create a new Independent Representative with a sponsor of his/her own choice, or may purchase an Independent Representative through VNI's Sale and Transfer process (see 3.25). In such an event, VNI may waive the normal 3-month waiting period. If VNI does not receive the above-specified properly-certified documents and advices, it shall consider the Independent Representative to continue to be the person(s) listed in the current Application, and no individual from the existing Independent Representative will be approved for the creation of a new Independent Representative.

    3.13 Re-Marriage of Divorced Independent Representatives.

    In the event of re-marriage or re-cohabitation of individuals who have experienced divorce or court-entered legal separation and who have chosen to maintain separate Independent Representatives, the individuals may choose either:

    - To unite as a single Independent Representative, or

    - To retain both existing Independent Representatives. This constitutes one of two exceptional circumstances under which spouses may own separate VNI Independent Representatives.

    3.14 Voluntary Resignation/Termination of a Independent Representative.

    A Independent Representative may resign (that is, terminate Independent Representative authorization) at any time by providing to VNI written notice to this effect. A Independent Representative who has resigned is eligible to re-apply as a Independent Representative a minimum of 3 months after the date of his/her last recorded VNI product purchase. During that 3-month period, the former Independent Representative is not permitted to participate in any way in the building or development of a VNI Independent Representative's group or downline.

    3.15 Company Termination of a Independent Representative.

    VNI may terminate a Independent Representative's authorization at any time for cause. This includes, but is not limited to, violation of these Policies and Procedures or VNI's Code of Ethics, a breach of any of the Independent Representative Application and Agreement, or any misstatement or misrepresentation made by the Independent Representative in the Agreement or any other form, as determined in VNI's sole discretion. See also 5.25

    3.16 Sale or Transfer of a Independent Representative.

    A VNI Independent Representative may sell, assign, or otherwise transfer his/her rights or position only after receiving VNI's express written approval. VNI reserves the right to approve the transaction, but will not unreasonably withhold permission. A Independent Representative who sells his/her Independent Representative will not be eligible to re-qualify as a Independent Representative for a period of at least three (3) months from the date on which VNI approves the sale in writing, unless such eligibility period is waived in writing by VNI's President and CEO.

    All Independent Representative transfers must include a written, dated, signed and notarized agreement between transferor and transferee. The person or entity acquiring the transferor's position will be required to submit a new Application to VNI for approval. Upon acceptance of the Application, the position will be assigned a new ID, but will maintain the same position, with placement, as it has prior to the approved transfer. Independent Representatives must comply with the restrictions described in paragraph 3.10, above, as well as all other applicable Policies and Procedures in reference to the sale or transfer of Independent Representatives. Please see 6.15 for further information regarding Placement Features and Independent Representative moves.

    3.17 Death of a Independent Representative.

    Upon the death of a Independent Representative, the Independent Representative and all pertaining rights will pass to the Independent Representative's legal successor(s) when VNI receives appropriate legal documentation, including:

    - A certified copy of the Death Certificate;

    - Either:

    A certified copy of a court order distributing the Independent Representative to the deceased's beneficiary/beneficiaries, or

    A trust certification certifying as to the rightful succession of the decedent's interest in the Independent Representative.

    If one or more of the legal successors or beneficiaries is already a VNI Independent Representative and is not the deceased's immediate sponsor, that successor or beneficiary must sell, assign, or transfer one of the Independent Representatives as set out in 3.25. If one or more of the legal successors or beneficiaries is already a VNI Independent Representative and is the deceased's immediate sponsor, the deceased's Independent Representative must either merge or become part of the successor's or beneficiary's Independent Representative position as if a sale or transfer has occurred, or the deceased's Independent Representative may be sold by the successor/beneficiary under the Sale or Transfer provisions (see 3.25). In the event of a sale under these conditions, the requirement to offer the Independent Representative to the Independent Representative's upline sponsors is waived.

    3.18 Zones of Operation.

    All VNI Independent Representative activities must be conducted exclusively within those countries or Zones of Operation designated by VNI. Currently, those zones are the United States and its territories, including Puerto Rico, Guam, and the U.S. Virgin Islands. Also we will be in Canada in the provinces of Ontario, British Columbia and Alberta

    If a Independent Representative re-locates outside VNI's then-current designated Zones of Operation but maintains a street address within VNI's designated zones, the Independent Representative may continue marketing and sponsoring activities, but only within VNI's Zones of Operation.

    3.19 Territories of Operation.

    VNI has no exclusive territory assignments, and the VNI Independent Representative may conduct VNI business anywhere within the countries or areas designated as Zones of Operation by VNI.

    3.20 Information Requests.

    VNI provides numerous services to its Independent Representatives without charge. However, Independent Representatives occasionally make requests requiring special time and effort to fulfill. Requests in this category include typically copies of receipts, related paperwork, or in-depth commission information that must be calculated or extracted. These and other special requests are available to the Independent Representative for a cost of US $25 per hour, with a minimum charge of US $25 per request. Independent Representatives may be asked for a signed confirmation of special work requests before such work requests are commenced. If a special service is requested due to an error caused by VNI, charges for work under this request may be waived.

    3.21 Power of Attorney.

    All documentation being signed on behalf of another party must be submitted with an original notarized Power of Attorney, giving authority to the signing person, by the person on whose behalf the document is being executed.

    3.22 Company's Documentation Rights not waived.

    VNI's failure to request or to obtain initially back-up documentation does not waive VNI's rights to require or to obtain such information and/or documentation at a later time.

    3.23 Inventory Purchases.

    No inventory purchase is required to become a VNI Independent Representative. Any initial purchase of products or services is made entirely at the Independent Representative's discretion, and this fact should be stated clearly too any potential Independent Representative

    3.24 Independent Representative Sale and Transfer Process

    Before a Independent Representative is offered to any other party, it must first be offered in turn to the Independent Representative's sponsor. This offer must be in writing, with copies to VNI. If purchased by their sponsor, the Independent Representative will be terminated and the Independent Representative's downline will be rolled up to the purchasing sponsor.

    If the sponsor declines the written offer, the same offer may be extended to an outside party who is not currently nor has been a VNI Independent Representative, or who has not held an interest in a VNI Independent Representative for three (3) consecutive months. If the terms and conditions of the offer change, the revised proposal must first be offered to the three upline sponsors in the same order as specified above.

    3.25 Independent Representative Voluntary Termination Procedures.

    To terminate as a Independent Representative voluntarily, the Independent Representative may either:

    - submit a signed letter of resignation to VNI from all parties listed on the Application, with a copy to the Independent Representative's sponsor.

    - If returning unsold VNI products, request a refund from VNI according to the procedures set out in 8.11.

    No involvement by the former Independent Representative with VNI products, services, or the Compensation Plan is permitted after resignation without re-application to, and acceptance by, VNI.

    3.26 Re-Application of a Former Independent Representative.

    Any involvement in the marketing of VNI products and/or services or the Compensation Plan, or participation in any VNI event, meeting, or training after a Independent Representative has resigned and before the expiration of the three-month hiatus period, shall be cause for denying re¬entry into the Organization. To re-apply as a Independent Representative, a former Independent Representative must:

    - submit a new Application, with a chosen sponsor, no less than three (3) months after resignation or termination date from VNI;

    - begin at entry level to build a new downline organization.

    3.27 Company Disciplinary Action.

    Any violation by a VNI Independent Representative of these Policies and Procedures or the Agreement may result, based on such factors such as the seriousness of the violation, the Independent Representative's past conduct, and VNI's own internal investigation, in either suspension or immediate termination of a Independent Representative.

    The decision to suspend or to terminate a Independent Representative shall be in VNI's sole discretion, and any failure by VNI to terminate or suspend a Independent Representative or to enforce any breach of the Policies and Procedures shall not be deemed a continuous waiver in the event of any future breach or waiver of the Policies and Procedures.

    If VNI determines that a violation of the Policies and Procedures warrants an initial suspension, VNI will issue a written, mailed notice to the Independent Representative's last ¬known address, advising of any complaint and/or violation of these Policies and Procedures. The Independent Representative may respond in writing, but no other communication of any other kind (including telephone calls or e-mail) shall be permitted.

    If VNI determines to suspend a Independent Representative, the following procedures shall apply:

    - VNI will send, by certified mail or overnight delivery, a letter of intent to suspend the Independent Representative.

    - The Independent Representative will have ten business days from the date of the suspension letter to respond in writing and to present any facts or other information to VNI. All facts and information must be in writing. A failure to respond shall be deemed by VNI to mean that the Independent Representative agrees with the grounds for suspension and the Independent Representative will be terminated.

    - upon review of any response and additional investigation, as deemed appropriate by VNI, the Independent Representative will be notified in writing of VNI's decision either to reinstate or to terminate the Independent Representative.

    - If VNI determines to terminate the Independent Representative, the date of termination shall be the date of notification of the Independent Representative's suspension. Notification of termination shall also be sent to the Independent Representative's sponsor and any immediate upline Director.

    - All decisions of VNI are final.

    During the suspension period, the Independent Representative will be excluded from all interactions with VNI, including any of the following:

    - The ability to place orders or to sponsor new Independent Representatives and Preferred Customers.

    - Access to records of bonuses and commissions.

    - Use of the VNI website and Independent Representative web portal (Replicated Site).

    - Participation in any VNI event, meeting, training, or contest, even if the qualification period for such activities was prior to the effective date of suspension.

    If a commission check comes due during the suspension period, the check will be held until a decision is made by VNI. If the Independent Representative is reinstated, the commission check will be sent with the notice of reinstatement. If the Independent Representative is terminated, a commission check with commissions due will be sent for the last commission period prior to the date of termination, which shall be the date of notification of suspension.

    If VNI determines that, based on such factors as the seriousness of the violation of the Policies and Procedures, the Independent Representative's past conduct, and VNI's own internal investigation, a immediate termination of the Independent Representative is warranted, the Independent Representative will receive written notice advising of the immediate termination, together with a statement setting forth the violation of these Policies and Procedures. Copies of the notice of termination will be sent to the Independent Representative's sponsor and any immediate upline Director in that organization.

    The decision of VNI to terminate the Independent Representative shall be final and cannot be appealed. Upon termination, the former Independent Representative will lose all Independent Representative rights, will be removed from the sponsor's downline, will forfeit any right to future commissions, will lose all right to any incentives or awards, and will have the Independent Representative's downline organization transferred to his/her upline sponsor in the next commission period. See also 5.25

  4. Responsibilities and Practices 4.1 Independent Representatives' Responsibilities as Independent Contractors.

    All VNI Independent Representatives, as independent contractors, are responsible for any expenses incurred by them which result from building of maintaining a downline including, but not limited to, responsibility for any required licenses, fees, insurance, liabilities, taxes (including sales, income, social security, Medicare, and unemployment taxes – see below), and operating expenses.

    The VNI Independent Representative is not a purchaser of a franchise. The Independent Representative may not represent himself/herself as an employee, agent, franchisee, or partner of VNI, and may make no verbal or printed representations or implications that the Independent Representative business is a joint venture with VNI. The Independent Representative is solely the Independent Representative's business practice, and the Independent Representative has no authority to bind VNI to any obligations or liabilities relating to the Independent Representative business or otherwise. VNI will not be responsible for any claims, damages, or liabilities arising out of the operation of any Independent Representative's business (except any arising from Product Liability), and the Independent Representative hereby agrees to indemnify and to hold VNI harmless from any tax-related penalties and charges relating to charges incurred because of incorrect or incomplete information provided to VNI by the Independent Representative.

    4.2 Taxes.

    The Independent Representative, as the owner of an independent business, is responsible for all federal, state, and local taxes, which apply to the Independent Representative. VNI will not advise on tax compliance; the Independent Representative should consult the appropriate taxing authorities, a competent tax advisor, or accountant.

    1. Sales Tax. VNI products may be subject to sales tax in various state and local jurisdictions. VNI has registered with the applicable jurisdictions to collect and to remit sales tax on behalf of the Independent Representative. Therefore, sales tax will be charged on each order placed with VNI unless the Independent Representative files a resale tax exemption (see below). Sales tax is based on the ultimate retail price of the products, plus shipping and handling charges (where appropriate). Tax rates are determined according to the jurisdiction to which the products are shipped. If a Independent Representative sells any product purchased from VNI to a third party, Independent Representative may be liable for collection and remission of sales tax on any amount above the price paid for the product when purchased from VNI.
    2. Resale Tax Exemption. In some states, Independent Representatives may be eligible to claim a resale tax exemption and, by doing so, to retain responsibility for the collection, reporting, and payment of all such taxes. To claim the resale tax exemption, a Independent Representative should obtain a copy of the state's Resale Certificate and should submit this form plus a copy of the Independent Representative's current Sales Tax Permit to VNI. The certificate and permit must be in the same name as the Independent Representative. VNI requires up to two business days to process this tax exemption and cannot refund any sales tax collected before the exemption is grated or advised. (Please note that sales to Independent Representatives in some states require collection by VNI of sales tax even though an exemption certificate was issued to the Independent Representative in those states.)
    3. Income Tax. U.S. Federal and State tax laws impose certain reporting requirements with which VNI fully complies. For the proper administration of these reporting requirements, each Independent Representative must present proper taxpayer identification numbers. It is the Independent Representative's responsibility to ensure that the correct name, legal address, and taxpayer identification number are correctly reflected in VNI's records. Failure to ensure that this information is correct could result in the imposition of penalties, fines, or back-up withholding by government authorities or termination of the Independent Representative.
    4. At the end of each calendar year, VNI will provide to the Independent Representative and the IRS a copy of Form 1099-MISC (or other appropriate tax form), as required by law, for all income earned over the stated minimum. Reported compensation will include, but is not limited to, total commissions paid by VNI plus the fair market value of any merchandise or Incentive Trip Awards to the Independent Representative from VNI. If the stated minimum in effect is $600, and the Independent Representative earns $700, the $700 will be reported on Form 1099-Misc.
    5. Self-Employment Tax. The Independent Representative is responsible for any self-employment (such as Social Security and Medicare) taxes due on earnings. The Independent Representative should consult the IRS, a competent tax advisor, or an accountant.
    6. Unemployment Tax. Since the Independent Representative is an independent contractor, VNI makes no contribution to any federal or state unemployment funds on behalf of the Independent Representative. Because there are no contributions, the Independent Representative is ineligible to claim unemployment compensation as a result of being or having been a VNI Independent Representative.
    7. Local Business Taxes and Permits. Various states and municipalities may require tax permits or fees from persons conducting business within their jurisdictions. It is the Independent Representative's responsibility to be familiar with, and to comply fully with, such legal requirements.
    4.3 Independent Representative Hours.

    VNI does not dictate the Independent Representative's hours of operation, selling or marketing methods or plans, time required, funds expended, or any other aspect of the Independent Representative's business practice. Independent Representatives may not represent that there are any such requirements.

    4.4 Representation to Potential Independent Representatives.

    Each Independent Representative must clearly state in all presentations to prospective Independent Representatives the following:

    1. No product purchase is required of anyone at any time to participate as a VNI Independent Representative.
    2. There is no compensation within the VNI program solely for sponsoring a Independent Representative.
    4.5 Product Liability Insurance.

    VNI maintains product liability insurance on all of its products. VNI Independent Representatives should refer any questions regarding product liability or potential claims to the Company for comment. While VNI stands behind its products and their safety, and maintains insurance to protect itself and its Independent Representatives in the unlikely event of a problem with any product, VNI feels that it is prudent and recommended that all Independent Representatives carry appropriate business liability insurance for their personal business practices.

    No Protection for Improper Use – An example of liability for improper use is a violation of the health claims restrictions or usage recommendations. VNI covers only those uses and purposes specifically set forth on the container or in VNI literature. A Independent Representative who attempts to change or modify the label or packaging, who misrepresents the products or who makes claims other than those set forth in VNI's literature is depriving him/herself of the protection afforded by VNI's liability insurance.

    4.6 Product Descriptions.

    In discussions with customers, potential customers, other Independent Representatives, or potential Independent Representatives, Independent Representatives must describe VNI products and programs truthfully. VNI is responsible only for material printed in VNI-approved literature or other media. Independent Representatives are solely responsible for any and all media that the Independent Representative may produce.

    4.7 Policies and Procedures.

    When giving a potential Independent Representative an Application, the Independent Representative must also provide a copy of the Policies and Procedures.

    4.8 Sales Receipts.

    Independent Representatives must provide to all customers an official Sales Receipt, which must include the date of sale, the Independent Representative's (or Independent Representative's) name, address, and telephone number, a complete list of the products sold, the price and extension of each product item, and the Terms of Cancellation (where applicable).

    4.9 Independent Representative Compliance.

    VNI will monitor the Independent Representative's compliance with its established and published Policies and Procedures. Such compliance may include, but is not limited to review of Independent Representative's advertising materials, electronic media, training materials, etc. Comments from VNI regarding compliance should not be construed as approval, disapproval, or sanctioning by VNI, but should be considered only as VNI's demand and/or warning to the Independent Representative to comply with the Agreements and/or Policies and Procedures between the Independent Representative and VNI. Each Independent Representative must be self-policing as to its own strict compliance with the established Policies and Procedures, and must assure its own compliance with these Agreements and Policies and Procedures by being intimately familiar with such Agreements and Policies and Procedures. Failure by the Independent Representative to comply fully with the Policies and Procedures is cause for termination. In order to facilitate prompt communication between VNI and the Independent Representative, it is important that the Independent Representative must provide to VNI all of the Independent Representative's current contact information including, but not limited to, address, telephone number(s), facsimile number(s), website address and email address.

    4.10 Company Compliance Monitoring.

    VNI's Compliance Department will make determinations, in accordance with the Independent Representative's Agreement and VNI's Policies and Procedures, as to whether there has been a violation by the Independent Representative of the Agreement or the Policies and Procedures. The Compliance Department will respond to all questions posed by Independent Representatives as quickly as possible. Independent Representatives must comply with all demands of VNI's Compliance Department within a reasonable time, and must provide the Compliance Department with all requested information as promptly as possible.

    4.11 Personal and Professional Behavior.

    VNI requires its Independent Representatives to engage at all times in proper behavior both personally and professionally. Proper conduct and integrity is of the utmost importance to VNI and to its Independent Representative network. Each Independent Representative's personal behavior and business practices must at all times be consistent with VNI's integrity and high ethical standards, and must not harm or reflect unfavorably upon VNI or its Independent Representatives. VNI shall have the right, in its sole discretion and based on such factors as the seriousness of any violation of the Policies and Procedures, past conduct, and VNI's own internal investigation, to immediately suspend and/or immediately terminate, pursuant to these Policies and Procedures, any Independent Representative, regardless of rank, who engages in improper behavior or business practices. Examples of such inappropriate behavior or business practices would be arrest or indictment for any crime, harassing or pressuring any other Independent Representative or member of the public, or engaging in any behavior that would reflect negatively on VNI or its Independent Representatives.

    4.12 Changes, Amendments, and Invalidity.

    VNI reserves the exclusive right to and, delete, terminate, or modify the terms of wholesale pricing, Policies and Procedures, the Compensation Plan, product literature, products, or electronic or voice messages at any time. VNI will provide written notice of such actions through letters, E News, Fax-On-Demand, or posting on VNI's website. All additions, deletions, and modifications will automatically become a part of the Agreement by and between VNI and its Independent Representatives and will become effective on the date the notice is given.

    If, due to changes in the law or for any other reasons, VNI makes changes to any portion of these Policies and Procedures, the Application and Agreement Form, or the Compensation Plan, or should any other documents or forms of VNI become legally invalid, then the balance of the documents and forms shall remain in full force and effect.

    4.13 Notification of Change.

    It is the Independent Representative's responsibility to notify VNI by letter, fax, email or telephone if there is any change regarding Independent Representative information. Information such as address, contact and payment information may also be updated through VNI's website at www.vniinc.com.

  5. Prohibited Practices

    The VNI program is built upon sales of VNI products and services to the ultimate consumer, and is to be conducted in a manner prescribed by VNI. As a Independent Representative of VNI products and services, you are expected to comply with these Policies and Procedures and any amendments to them, and also to comply with the Compensation Plan. Failure to comply with any portion of these can be grounds for immediate suspension or termination.

    5.1 Company Marks and Logos.

    Independent Representatives may not obtain, use, or distribute materials of any kind which describe or use VNI's names, products, programs, trademarks, copyrights, or otherwise-protected materials without VNI's prior written approval.

    5.2 Material Facts.

    Independent Representatives must neither misstate nor omit any material fact about the VNI program and products.

    5.3 Income Representation.

    When discussing the Compensation Plan and income potential for VNI Independent Representatives, Independent Representatives must:

    - Not disclose their own income;

    - explaining that Independent Representative's individual earnings depend solely upon their level of effort and personal commitment;

    - NOT give random, hypothetical examples of what is mathematically possible, nor suggest that it is easy to attain high income levels;

    - NOT make false or misleading statements about the income of the Independent Representative or that of any other Independent Representative, exaggerate income potential, or guarantee the success of any prospect.

    5.4 Product Claims.

    When talking about VNI products, Independent Representatives should follow the guidelines set down in current VNI-authorized promotional materials. No third-party testimonials, verbal, email or written, are permitted

    5.5 Re-packaging; Re-labeling.

    Independent Representatives must not re-label, alter, or re-package any VNI product.

    5.6 Future Events.

    Independent Representatives are expressly forbidden from stating or implying that additional products or services will be added to the products and services currently offered, that enhancements to the Compensation Plan are forthcoming, or that specific areas are about to be added to current areas of operation unless or until the event has been announced by VNI. Making such statements or issuing such implied information is grounds for immediate termination.

    5.7 Claims and Representations.

    VNI does not, nor does it permit anyone to, make claims that its products treat, prevent, cure, or mitigate any medical condition or disease. The only claims that a Independent Representative may make regarding VNI products, services, or the Compensation Plan are those stated in current Company produced materials. No Independent Representative may use third-party testimonials (i.e., other peoples' testimonials) unless such testimonials are included in current official VNI materials. No Independent Representative may suggest or imply that additions or enhancements of products or services, or modifications to the Compensation Plan or Zones of Operation are forthcoming. Each Independent Representative must instruct all users of Company products to read labels and to follow directions.

    5.8 No Exclusive Territories.

    There are no exclusive territories available for any VNI Independent Representative to sell products or to sponsor other Independent Representatives. No Independent Representative may profess or imply that such exclusive territories exist or are available under any circumstances.

    5.9 Inducements to Prospects.

    Each Independent Representative is responsible for building her/his organization with support in the form of training and supervisory assistance from his/her sponsor. Sponsors or Independent Representatives may not promise to provide prospects with special favors or special treatment in any form, and may not claim a 'special relationship' with VNI or its management as an inducement to sponsorship.

    5.10 Retail Outlets.

    Individual service and personal attention, key components of direct selling success, are best delivered on a person-to-person basis. Therefore, VNI does not allow the display or sale of VNI products or promotional materials in any retail outlets other than personal service establishments (see below). Retail outlets include pharmacies, health food stores, and all stores where any type of products are sold, flea markets or swap meets, permanent shopping mall booths, restaurants, bars, nightclubs, or any similar establishments. A Independent Representative may display and sell products in a non-permanent shopping mall booth only if that booth is used for this purpose no more than eight days per calendar month.

    Sales by Independent Representatives who own retail establishments are not violations of this policy. VNI Independent Representative information may be displayed within retail business sites, and VNI products may be displayed within private and restricted-access offices, businesses, or private associations. Such establishments are those locations where the general public does not have ready access, unless through appointment or membership, and/or where the primary function is the rendering of professional services.

    5.11 Personal Service and Appointment-Only Business.

    VNI products or promotional materials may be displayed and sold in establishments such as doctor's offices, spas, or salons provided it is done at a workstation or an area where services are normally performed. No VNI products or promotional materials may be displayed when a Independent Representative is not present, nor may any be displayed or sold in general areas, which are accessible to passersby or walk-in traffic.

    5.12 Fairs and Trade Shows.

    VNI products may be displayed and sold at short-term fairs and trade shows provided that they are offered in an exclusive area and not together with products from other companies. Only currently-authorized promotional materials may be used in association with the promotion and sale of the products.

    5.13 Public Meeting Signage.

    At open or public meetings, only approved VNI signs may be used. Such sign materials are obtainable from VNI.

    5.14 Non-Company Selling or Recruiting.

    Independent Representatives may not engage in selling or recruiting activities with non-VNI products or recruiting activities with Independent Representatives whom they have not personally sponsored, unless they have the sponsor's permission. There are no such restrictions on personally-sponsored Independent Representatives.

    5.15 Prohibition on Cross-Sponsoring and Recruiting - Ownership of Downline Information.

    The Independent Representative has the exclusive right to collect commissions on its downline organization. However, the names, addresses, and other personal information of a Independent Representative's downline Independent Representatives is, and remains at all times, the sole and separate property of VNI with the exception of those persons personally sponsored by the Independent Representative. A Independent Representative may not use, or cause anyone to use, this information to recruit, solicit or otherwise induce any other Independent Representative to, in any manner, join, participate, or enter into a agreement of any kind with any other network marketing Company or direct sales Company during the term of the Independent Representative's engagement with VNI.

    5.16 Barter Organizations Prohibited.

    No Independent Representative may promote VNI products or the Independent Representative's VNI business through any type of barter organization.

    5.17 Confidentiality and Nondisclosure.

    On a periodic basis, VNI will supply data processing information and reports to Independent Representatives concerning their downline organization. This is proprietary information and shall not be, either directly or indirectly, disclosed to a third party or used to compete with VNI. The Independent Representative and VNI agree that, but for this agreement of confidentiality and nondisclosure, VNI would not provide this information. Should the Independent Representative violate this understanding and agreement, VNI shall have the right to take any reasonable steps to prevent disclosure of this information and to recover reasonable damages for loss or expense involved in such breach and recovery proceedings.

    5.18 Unlawful Practices.

    No Independent Representative may participate in any unlawful practice. Violation of this policy shall be sufficient grounds for immediate termination of the Independent Representative by VNI.

    5.19 Regulatory Agencies.

    VNI will make every effort to assure good relations with all regulatory bodies. However, no governmental body, whether an office of State Attorney General, Secretary of State, the Better Business Bureau, a state or federal trade commission, a consumer protection agency, or similar entity, approves or endorses any product or marketing program. No Independent Representative may claim or imply approval, sanction, or endorsement by such bodies.

    5.20 Violations by Independent Representative – Procedure.

    Violations of any law, regulation, ordinance, or statute that jeopardizes VNI's position with any regulatory authority will be dealt with immediately VNI is notified of such violation. When VNI verifies the existence of a violation, the following procedure may apply:

    1. VNI will send to the offending Independent Representative at official notice of intent to correct the violation or to cancel the Independent Representative.
    2. The offending Independent Representative will have ten (10) business days in which to present his/her case to VNI for review.
    3. VNI will then make a final decision as to the status of the Independent Representative's relationship with VNI.
    s 5.21 Independent Representative Access to Company Website.

    Independent Representatives may use “replicating” website information and material which has been pre-approved by VNI. Such authorized information will be published generally to all Independent Representatives. Independent Representative websites must be registered with VNI's Compliance Department. Independent Representatives are not authorized to use VNI's marks or information on advertising material that has not been reviewed by VNI.

    Independent Representatives should submit all proposed advertising materials to VNI's Compliance Department in order to have such materials reviewed for possible infractions of the Independent Representative Agreement and/or Policies and Procedures. Independent Representatives are not authorized to use VNI's registered trademarks in the Independent Representative's business name, website, or email without the express written permission of VNI. Any unauthorized usage of VNI's marks or proprietary information may be cause for termination of the Independent Representative by VNI pursuit to the rules set out in the Agreement and the Policies and Procedures.

    5.22 Sale of Non-Company Products.

    While conducting VNI business, a Independent Representative may not display, sell, or promote, either directly or indirectly, any products, services, or opportunities of any other companies. Additionally, only VNI products and/or authorized promotional materials may be sold or displayed at any VNI meeting, including but not limited to jewelry or items of apparel not directly produced and sold by VNI.

    Independent Representatives may not sell or promote any competing products or services to VNI Independent Representatives. This includes any product or service in the same generic category as VNI products. Independent Representatives may not offer VNI products or promote the VNI Compensation Plan in conjunction with any other non-VNI product, plan, or incentive. Independent Representatives may not offer any non-VNI products or opportunity in conjunction with the offering of VNI products or opportunities.

    5.23 Combination of Information.

    An Independent Representative may not combine VNI product information provided by VNI with information provided by outside resources concerning VNI products or VNI product ingredients in any advertising, website, and/or presentation materials. Such prohibition is specifically intended to prevent medical claims, product claims, etc., for which information is not presented, prepared, or endorsed by VNI.

    5.24 Company Right to Terminate Independent Representative and to Withhold Commissions.

    VNI reserves the exclusive right to terminate and/or withhold payment of commissions to any Independent Representative who violates any provision of the Independent Representative Agreement, the Policies and Procedures (which includes the Code of Ethics), or any amendments thereto. Such termination cancels any and all rights under the Independent Representative Agreement and Compensation Plan, and will be effective upon the verification by VNI of said violations and notification to the offending Independent Representative. Upon cancellation, VNI shall be entitled to seek legal remedy for any damages to which it is entitled by law.

    5.25 Independent Representative Requirements on Termination.

    Upon voluntary or involuntary termination, a Independent Representative must immediately cease to represent himself/herself as a Independent Representative of VNI. The downline of a terminated Independent Representative inures to the Independent Representative's sponsor/placement. A Independent Representative who has been terminated by the Company is not eligible to re¬apply to be a Independent Representative

  6. Sponsoring and Placement and Compensation Plan Description

    The following are rules related to enrolling others as Independent Representatives and the maintenance of sponsorship lines.

    6.1 Sponsoring Rights.

    All currently-authorized Independent Representatives may sponsor prospects in the VNI program. Occasionally, one or more persons may contact the same prospect, and a question may arise as to who has sponsoring rights for that prospect. VNI will not mediate such disputes and will recognize as the sponsor the individual whose name appears in the original Independent Representative Application and Agreement first received and accepted by VNI.

    6.2 Multiple Sponsoring Prohibited.

    Sponsoring is the core of network marketing success. In order to support this vital function, a Independent Representative may have only one sponsor. Transferring from one sponsor to another is prohibited.

    6.3 Sponsoring Responsibilities.

    All new VNI Independent Representatives have the right to receive free training and support from their sponsors. The kind of training and support a new Independent Representative receives will, in large part, determine the Independent Representative's achievements.

    A successful sponsor should:

    - Build relationships and demonstrate leadership through regular contact, guidance, and encouragement.

    - Understand the goals and Independent Representative's commitment and provide appropriate support.

    - Not put pressure on any Independent Representative to do anything they do not want to do or are not comfortable doing.

    - Demonstrate proper personal and professional behavior to the downline and to retail customers and do nothing that shall reflect unfavorably on VNI, the downline, or the business.

    - Train the team in the official VNI materials and the optimal approach to product and business presentations and assist them in hosting meetings.

    - Accompany Independent Representatives to VNI presentations and gatherings and encourage both new Independent Representatives and their guests to wear appropriate business attire when attending presentations in order to further enhance VNI's professional public image.

    - Help the Independent Representative to understand and comply with the VNI Policies and Procedures, Compensation Plan, and Retail Customer Money Back Guarantee.

    - Demonstrate how to interact successfully with prospects and customers and provide direction to help resolve any questions or disputes promptly and amicably.

    - Introduce new Independent Representatives to their upline.

    6.4 Sponsor Change.

    A Independent Representative may change sponsors by resigning from the VNI program, remaining outside the program for three (3) months, and then re-applying under a new sponsor. Using this method of resignation, the Independent Representative would lose sponsorship over all previously-sponsored downline Independent Representatives. In the case of resignation, the sponsored placements of the resigning Independent Representative move up to the resigning Independent Representative's sponsor position and the Placement in the organization moves up to the resigning Independent Representative's Placement position.

    6.5 VNI Compensation Plan.

    Sign Up to become a VNI Independent Independent Representative is free. You can now order product at wholesale and begin to earn retail profits and Compensation Plan commissions according to your achieved status.

    There are eight basic methods to earn compensation in the VNI Compensation Plan:

    1. Retail Profit
    • Purchase products from VNI at wholesale; sell products to customers at retail price.
    • Independent Representative's Customer can place an order directly with VNI or the Independent Representatives Replicated site.
    • Independent Representative receives full retail profit on their customers order.
    • Preferred Customer Autoship Program (see Autoship section below)
    2. Uni-Level Commissions (6.11)
    • Achievement Award (6.12)
    • Match Award (6.13)
    • Fast Start Bonus (6.14)
    • Elite Bonus Pool ( 6.15)
    • Rank Maintenance Bonus (see 6.16)
    • Victory Bonus (6.17)
    6.6 Autoship-How it Works. There are two types of Autoship categories for enrolling in the VNI Autoship Program.
    1. – Independent Representative Autoship. When a Independent Representative sets up an Autoship either at time of enrollment or at a later date, the Independent Representative selects monthly Autoship order items and the day of the month (up to the 25th) the order is to be shipped and selects the payment method to be placed on file for charging. The order will be fulfilled on the day selected. Your autoship order will begin the following month.
    2. Preferred Customer Program – A Preferred Customer is a customer who has signed up for Preferred Customer Program. They can sign up (online) to become a Preferred Customer and receive a 10% discount of the retail price. The customer selects an order, and a delivery date. Preferred Customers must be on autoship of any amount.
    • Pricing Structure
    • Independent Representatives – VNI Independent Representatives will pay wholesale prices for their products, and pay shipping, handling and applicable sales tax.
    • Preferred Customers – Preferred Customers get a 10% discount off Retail pricing. The difference between the Preferred Customer price and the wholesale price is paid to the enrolling Independent Representative as profit from the sale. Preferred
    • Prospective Independent Representatives and Preferred Customers may enroll on the VNI website under the Enroll button. If the new Independent Representative or Preferred Customer goes to the specific URL of an existing Independent Representative, they will be linked automatically to that Independent Representative. If they arrive at the Website without an existing Independent Representative's URL address, they will be asked (after selecting Enroll) to enter the name or ID# of the Independent Representative who invited them there. If they cannot supply this information, they will be allowed to order (at the retail price) then their contact information and full commission will be forwarded to a selected VNI Independent Representative in good standing who meets criteria determined by VNI.
    • Retail Customer Purchases – Retail customers will pay full Suggested Retail Price, applicable S&H fees and taxes. (See also Taxes 4.2)
    • Retail Customers will either purchase product from a VNI Independent Representative directly or order online on the Customer order form or phone in their order to the VNI Independent Representative Customer Support number 866-881-1624 or 215-256-1486. The Independent Representative will receive the difference between Retail and Wholesale price from the sale. A retail customer will be credited to the Independent Representative who refers them to VNI. VNI will make all attempts to find correct sponsorship information. If it is found that the retail customer inquired by chance or through a web search, the customer will be allowed to purchase product and will then be assigned to (and contact information forwarded ) a selected Independent Representative in good standing with the Company and who meets criteria determined by VNI.
    6.7 Personal Volume (PV).

    Personal Volume is derived from a variety of methods, as follow:

    • Your Personal purchase volume as a Independent Representative
    • Your Personal Autoship order volume
    • Your Preferred Customer volume
    • Your Customer volume
    6.8 Uni-Level Commission Payment.

    Uni-Level Commissions - Commissions are paid to Independent Representatives during the month following the month in which sales are made in a Independent Representative's downline organization. Organizational commission will be sent on or before the 15th of the month in which payments are to be made.

    6.9 Deadlines.

    To be considered for payment of commissions, bonuses and rewards, orders must be received no later than 11:59 pm East Coast Time on the last calendar day of the month. Phone orders can be placed twenty four hours a day, 7 days a week. Fax and Online orders may be placed up until 11:59 pm East Coast Time on the last calendar day of the month. A new application with an order must be received by above deadlines to be considered for the current month (NO EXCEPTIONS).

    6.10 Retail Profits/Commissions.

    A VNI Independent Representative is able to earn retail profits/commissions in three distinct ways:

    An Independent Representative may purchase product at the wholesale price and sell to the Independent Representative's customers at suggested retail price, thereby generating profit.

    An Independent Representative may also direct a customer to order from the VNI Retail order line or go to the Independent Representative's website and order online. VNI will pay the Independent Representative the retail profit of each sale.

    An Independent Representative may sign up a customer on the Preferred Customer Autoship Program. There is free enrollment and the customer will receive a 10% discount off of full suggested retail. VNI will pay the Independent Representative the retail profit, less 10% discount, for orders placed directly from the company.

    6.11 Uni-Level Commissions.

    Uni-Level commissions are paid on a monthly basis and Dynamic Compression is applied. There are eight (8) levels of Uni-Level Commissions:

    Rank Requirements and Advancement
    1. Rank Advancements must be achieved by the end of the last day of the calendar month
    2. The Independent Representative must have a minimum personal volume of 130. The levels of Executive Manager, Director, Executive Director, Presidential Director and Ambassador must maintain a 130 PV autoship and be on autoship.
    3. The Independent Representative must meet the specific Group Volume (GV) requirements of that specific rank.
    4. The Independent Representative must meet the required number of qualified legs for each rank. As an example, a Manager leg means a Manager Independent Representative can be found anywhere in a leg for that leg to qualify.
    5. For purposes of commissions, the rank the Independent Representative achieves, by the end of the month, is the rank they will be paid for that entire month.
    6. Once a Independent Representative has achieved a Rank, they will always hold that rank. However, their commissions will reflect what they have actually achieved (GV) in any calendar month, regardless of their last rank.
    Preferred Customer
    • Must complete Preferred Customer Application
    • Must sign up for an autoship of any amount.
    • Receives a 10% product discount off retail pricing.
    Qualified Independent Representative:
    1. An Independent Representative who has a monthly 130 PV.
    2. An Independent Representative has a minimum 375 GV monthly volume.
    3. An Independent Representative is paid on one (1) level of volume when they sponsor one new Independent Representative.
    4. An Independent Representative is paid on two levels of volume when they sponsor two new Independent Representatives.
    5. An Independent Representative is paid on three levels of volume when they sponsor three new Independent Representatives.
    Manager:
    1. An Independent Representative who has a monthly 130 PV.
    2. A Manager has a minimum 1,125 GV monthly volume.
    3. A Manager is paid on four (4) levels of volume.
    4. A Manager must have a minimum of 3 personally sponsored Independent Representatives or higher.
    Executive Manager:
    1. An Independent Representative who has a monthly 130 PV.
    2. An Executive Manager has a minimum 4525 GV monthly volume requirement.
    3. An Executive Manager is paid on five (5) levels of volume.
    4. An Executive Manager must have a minimum of 3 personally sponsored Independent Representatives or higher.
    5. No more than 60% of the required 4525 Group Volume requirement can come from one leg.
    6. An Executive Manager must be on autoship.
    Director:
    1. A Independent Representative who has a monthly 130 PV.
    2. A Director has Two (2) Qualified Manager, or higher, legs.
    3. A Director has a minimum 13,575 GV monthly volume requirement.
    4. No more than 60% of the $13, 575 qualified GV volumes can come from one leg.
    5. A Director is paid on six (6) levels of volume.
    6. A Director must have a minimum of four personally sponsored Independent Representatives or higher legs.
    7. A Director must be on autoship.
    Executive Director:
    1. An Independent Representative who has a monthly 130 PV.
    2. An Executive Director has (1) one Executive Manager, or higher, leg and
    3. Two (2) Manager or higher legs.
    4. No more than 60% of the $30,000 qualifying volume can come from one leg.
    5. An Executive Manager has a minimum of $30,000 GV monthly volume requirement.
    6. No more than 60% of qualified GV volume can come from one leg.
    7. An Executive Director is paid on six (6) levels of volume.
    8. An Executive Director must have a minimum of four (4) personally sponsored Independent Representatives or higher.
    9. An Executive Director must be on autoship.
    Presidential Director:
    1. An Independent Representative who has a monthly 130 PV.
    2. A Presidential has Two (2) qualified Director or higher, legs and
    3. One (1) Manager leg or higher and
    4. Two (2) Representative or higher legs.
    5. A Presidential Director has a minimum 75, 000 GV monthly volume requirements.
    6. No more than 60% of qualified 75,000 GV volume can come from one leg.
    7. A Presidential Director is paid on seven (7) levels of volume.
    8. A Presidential Director must have a minimum of five (5) personally sponsored Independent Representatives or higher.
    9. A Presidential Director is eligible to have 1(one) share in the Elite Bonus Pool once they have maintained that position for three consecutive months.
    10. A Presidential Director must be on autoship.
    Ambassador
    1. An Independent Representative who has a monthly 130 PV.
    2. An Ambassador has a monthly volume of a minimum 200,100 GV requirement.
    3. An Ambassador has (1) one Executive Director leg or higher and
    4. (3) Three Director or higher legs and
    5. (1) One Executive Manager leg.
    6. No more than 60% of qualifying volume can come from one leg.
    7. An Ambassador is paid on (8) eight levels of volume.
    8. An Ambassador must have a minimum of (5) five personally sponsored Independent Representatives or higher.
    9. An Ambassador must have maintained the rank of Qualified Presidential Director for 5 consecutive months to be paid as an Ambassador.
    10. An Ambassador must be on autoship
    6.12 Achievement Award

    For purposes of commissions, the rank achieved, by the end of the calendar month, is the rank the Independent Representative will be paid for that entire month. For instance, if you entered the month as Manager and by the end of the month you met the qualifications to be Executive Manager you will earn commissions for the entire month as an Executive Manager.

    6.13 Match Award

    VNI wants to reward your hard work and diligence. We will match your commission check the month after you have reached the following ranks for the first time. The Match Award applies to the following ranks:

    • Manager,
    • Executive Manager
    • Director.

    The month following the month you reach these ranks you will receive double commission checks.

    6.14 Fast Start Bonus

    The Fast Start Bonus is designed to reward the sponsor for the first order of a minimum $130 of the new Independent Representative. There is no time frame in which the new Independent Representative must place that order. When a new Independent Representative places their first $130 (or more) order the sponsor receives a bonus of 25% of on that entire order. The first order Fast Start Bonus is paid weekly. No Uni-Level commission will be paid on the 130 GV order of the newly sponsored Independent Representative if a Fast Start bonus is paid out. However the order amount will count as GV for the sponsoring Independent Representative.

    6.15 Elite Bonus Pool.

    One percent (1%) of the Commissionable Volume will be placed in the Elite Bonus Pool every month. The Pool is formulated and paid out on a pro-rata basis to leaders who meet the qualifications as set forth below. The formula is as follows:

    • 1% of the monthly commissionable volume will be divided by qualified Presidential Directors. A Qualified Presidential Director is one who has reached the level of Presidential
    • Director and maintained that rank for three consecutive months. If they fall out of qualification they must start the three months over.
    • Founders also have one (1) share in the 1% Elite Bonus Pool
    • No Elite Bonus Pool share will pay more than $50,000 (US) per month
    6.16 Rank Maintenance Bonus

    Independent Representatives will receive this one-time bonus for maintaining the following ranks for a minimum of three consecutive months.

    • Manager $250
    • Executive Manager $500
    • Director $750
    • Executive Director $1000
    6.17 Victory Bonus

    VNI will pay you 10% of the commission bonus checks on each of your personally sponsored Independent Representatives every month you maintain a minimum 225 PV.

    6.18 Placement Feature

    You may take a first line, personally sponsored Independent Representative and move them and their organization and organizational volume within your organization where you feel it is most needed. You will always remain their original sponsor yet their new upline will receive all future sponsor commissions. The newly sponsored Independent Representative must be moved within their first 30 days (after receipt of their application) in the business or they permanently remain with their original sponsor.

    6.19 Founder
    • * The Founder is qualified when their have their first VNI order is a minimum of $1495.00
    • * The Founder is then qualified as Manager with all privileges.
    • * The Founder is entitled to one (1) share in the Elite Bonus Pool beginning immediately after earning the Manager or higher rank. Beginning their third month in the VNI business, to continue to qualify for their one (1) share in the Elite Bonus Pool, they must meet all the qualifications of the Manager position.
    • * The Founder is entitled to one month grace that will qualify them as Manager. This month will be their second month in the VNI business.
    6.20 Glossary of Terms.

    VNI will reference terms or words that are unique to our industry. Please take the time to familiarize yourself with the following terms for a clearer understanding and better communication!

    Active Status:

    A Independent Representative is considered active when their Personal Volume (volume from their personal orders combined with volume from their Preferred Customer orders and online customer's orders) is a minimum of 130 PV. The monthly eligibility to earn commissions and rank advancement requires a minimum 130 PV.

    Autoship:

    For ease and reliability, Independent Representatives can choose to have product automatically shipped to them on a monthly basis. A Independent Representative may select from which day of the month (up to and including the 25th) the product is to be shipped. A Independent Representative may cancel or alter their order within two days of the period of the month they have selected. Autoship is used to provide a constant source of product for personal consumption, retailing, and qualification purposes. The minimum Executive Manager (and above) autoship order is 130PV. Autoship is designed to meet monthly, minimum qualification to receive commissions. It is an aid or an assist so qualification will not be overlooked.

    Business Volume (BV) Business Volume is the commission amount designated for each product. Commissions are calculated on the BV of each product purchased by the Independent Representatives and their downline organization.

    Calendar Month:

    From the first calendar day to the last calendar day of any given month.

    Calendar Week:

    From Sunday 12:00am EST to the following Saturday 11:59pm EST.

    Chargeback:

    When a Independent Representative has received commissions and then a downline Independent Representative returns product, the company will collect any portion of the upline commission originally paid on the returned product.

    Commission:

    Moneys earned by a Independent Representative on sales made by Independent Representatives within their Downline organization. Eligibility requirements must be met by achieving monthly requirements as set forth by the Compensation Plan. Your ranking will determine the number of levels you will be eligible to earn commissions on in the Uni-Level Plan

    Downline:

    All Independent Representatives starting from and below any particular Independent Representative, regardless of levels of depth

    Elite Bonus Pool: One (1)% of the VNI commissionable volume (CV) will be placed in the Elite Bonus Pool every month. The Pool is formulated and paid out on a pro-rata basis to leaders who meet the qualifications as set forth below. The formula is as follows:

    1. 1% on the monthly commissionable volume will be the pool. A Qualified Presidential Director is one who has reached the rank of Presidential and maintained that rank for three consecutive months. They are then entitled to one (1) share in the pool as long as they are active and qualified. . If they fall out of Presidential qualification they must re-qualify for three consecutive months to gain their share in the Elite Bonus Pool.
    2. A Founder also qualifies for 1 share in the Elite Bonus Pool. However if the Founder fails to qualify at the Manager level they will lose their share until they re-qualify as a Manager.
    Group Volume(GV):

    Reflects all monthly volume (including your PV) from your downline organization. You earn ranks based on your Group Volume (GV).

    Unqualified:

    A Independent Representative who does not have a minimum of 130 PV in a calendar month. This constitutes inactivity and Independent Representative will not be paid bonuses or commissions.

    Leg:

    The downline of any personally sponsored Independent Representative. (There may be multiple legs sponsored by an individual Independent Representative).

    Personal Volume (PV):

    Personal volume includes the personal purchases of a Independent Representative and volume from a Independent Representative's Customers and Preferred Customers during a calendar month.

    Preferred Customer:

    A Non-Independent Representative can enroll in the Preferred Customer Program. Enrollment is free of charge. They must sign a Preferred Customer application. The Preferred Customer must be on an Autoship order of any amount. Preferred Customers receive 10% discount from the retail price.

    Promotions:

    Independent Representatives who qualify for promotions anytime during the calendar month in which they satisfy the requirements of a new rank will earn the obtained level of Commissions retroactive to the beginning of that month.

    Rank/Title:

    A Independent Representative's rank/title is defined by the PV, GV and structure requirements as set forth in the Compensation Plan.

    A Independent Representative may have a company sponsored replicating website free of charge.

    Independent Representative: A person, who completes an approved Independent Representative Application, becomes an Independent Contractor with VNI. They are entitled to sell company products, and to participate in the VNI Compensation Plan, as qualified.

    Sponsor: Any Independent Representative who has enrolled another Independent Representative in the VNI Program.

    Uni-Level Commission: Monthly commission paid to the Independent Representative, based upon PV and GV and structure. Your rank/title will determine the number of group levels you will be eligible to earn Uni-Level commissions.

    Upline: The single line of sponsors above a Independent Representative and between the Independent Representative and the Company.

    Wholesale: The price that the Company charges qualified Independent Representatives for products. All PV and GV are figured using wholesale prices for qualification purposes and commissionable purposes.

  7. Compensation and Fee Requirements

    7.1 Eligibility.

    To be eligible for any compensation, a Independent Representative must have achieved the monthly 130PV requirements as detailed in VNI's current Compensation Plan.

    7.2 Unqualified Independent Representatives.

    Any Independent Representative who does not order a minimum of 130 PV in a calendar month will be considered unqualified for that month and, therefore, ineligible for any bonus's and commissions. If there is a Group Volume (GV) requirement for a specific rank/title in a calendar month and the Independent Representative does not achieve this, the Independent Representative will be paid at the lower rank/title based on volume requirements. If a Independent Representative remains unqualified for six (6) consecutive months and has no downline, that Independent Representative is no longer eligible for commissions and will become a Customer for the person who sponsored them. The Independent Representative's Personally-Sponsored Independent Representatives (if any) will permanently roll up to the next qualified and active Independent Representative. In the 6th month, VNI will send to the Independent Representative and their sponsor automatically-generated notifications via email/letter.

    7.3 Outstanding Collections.

    Timely payment of all moneys owed is required for a Independent Representative to remain in good standing. VNI reserves the right to deduct any outstanding debt or arrears owed by any Independent Representative to VNI from commissions earned. VNI further reserves the right to withhold payment of any commissions or fees to a Independent Representative where the Independent Representative has violated the Independent Representative Agreement and/or these Policies and Procedures. If a Independent Representative does not have sufficient commissions to cover a overdue debt and ignores his/her financial responsibilities, VNI will take any corrective action available including, but not limited to, withholding of monies earned and suspension of ordering privileges.

    7.4 Commission Issues.

    Any questions concerning commission calculations or checks must be raised with VNI's Independent Representative Customer Support within two (2) calendar months from the date on the commission payment for that period. For example, a question about June checks paid in July must be raised by the end of September.

    7.5 Minimum Check Amount and Check Processing Fee.

    VNI will accrue commission payments to Independent Representatives until they total $10.00; this means that commission payments which do not exceed $10.00 – either for a single month, or as a result of an accumulation of commissions earned but not paid from prior months – will not be paid.

  8. Ordering Procedures

    8.1 Ordering.

    Use only Company-approved order forms. Current forms and price listings are always available as sales aids through VNI, or on VNI's website (www.vniinc.com). Personalized order forms are not accepted.

    8.2 Shipping Options and Carriers.

    Shipping options are available:

    - Standard – shipment normally received within five business days of order entry.

    - Next Day the additional cost will be stated on the form. -Express – shipment normally received within two business days of order entry.

    The additional charge for express services will be stated on the order form.

    Orders within the contiguous 48 states will be shipped via carriers of VNI's choosing to fulfill shipping options. VNI will attempt to ship orders on the day of receipt; however, orders received after 2:00 pm Eastern Time may not be shipped until the following business day.

    8.3 Submitting Orders.

    There are five ways to submit orders to VNI:

    1. VNI Website: www.vniinc.com
    2. Telephone: VNI 1-215-256-1486 or 866-881-1624
    3. Fax.: VNI 1-215-689-4135
    4. U.S. Mail: Victory Nutrition International
      • PO 366 Lederach, PA 19450
    5. Federal Express, UPS, or overnight deliveries:
      • Victory Nutrition International
      • Order Department
      • PO 366
      • Lederach, PA 19450
    8.4 Single Form of Payment.

    One form of payment, in the exact amount and in a form acceptable to VNI, must accompany each order. Independent Representatives may place orders only under their own Independent Representative ID, and may not combine orders. A retail customer's product order may be Placed or paid for by a Independent Representative as long as the order is shipped to the retail customer.

    8.5 Order Processing.
    1. Orders will not be processed if not completed properly or not accompanied by valid payment.
    2. Orders will be shipped and credited to the commission period in effect when payment is received and processed. This includes:
      • - Check transactions involving 'good funds'.
      • - Replacement funds for non-payment transactions.
    3. - Credit card approval.
    4. Only one shipping address per order is permitted. Unless otherwise specified, VNI will ship orders to the ordering Independent Representative's address.
    5. Each new Independent Representative and retail customer must have a different address from that of their upline sponsors, except if a new Independent Representative is a member of the sponsor's household.
    6. If a transaction request cannot be processed, VNI will take appropriate measures to attempt to notify the Independent Representative or Customer by telephone, mail, fax, or email.
    8.6 Telephone Orders.

    Telephone orders must be accompanied by a guaranteed form of payment (e.g., credit or debit card). After taking the order, VNI order entry personnel will confirm the order details for approval. Once the call is completed, the order is transferred for shipping and may not be charged. To be eligible for same-day shipping, the order must be received before 2:00 pm Eastern time.

    8.7 Payment Methods.

    VNI prefers that all Independent Representative transactions be conducted using electronic means. However, the following forms of payment are acceptable, providing that they are conducted without undue delays or interruptions to receipt of funds. In such instances, VNI may insist that only an electronic method of payment is used. COD orders are not acceptable under any circumstances.

    Checks and E-Checks. All forms of check transactions are on a 'good funds' basis (i.e., when a check is presented to VNI, it must be immediately paid.) The following guidelines apply to personal checks:

    1. Use for mail-in orders of Independent Representative's personal purchases only.
    2. Use only Independent Representative's own check imprinted with Independent Representative's name and street address.
    3. The name printed on the check must match the name on Independent Representative's VNI records.
    4. The check's signature must match Independent Representative's name as printed on the check.
    5. Two non-payment transactions will result in suspension or cancellation of check-writing privileges.
    6. The amount of any non-payment transaction, plus applicable check-processing fees, may be deducted from commissions.
    7. The Company has provided the use of E-Checks (electronic checks) as payment for purchases. Items b, c, e, f above applies to E-Check transactions.

    Check Returns. A US $35 check-processing fee (subject to charge by VNI) will be charged for all checks returned to VNI for non-sufficient funds, stop payments, and closed accounts. Two returned transactions will result in the suspension or cancellation of check-writing privileges.

    Credit Cards
    1. VNI accepts only valid and current America Express, Visa®, Discover and MasterCard® debit and credit cards,
    2. The person ordering must be the owner or authorized signatory (recognized by the bank) of the credit or debit card
    3. VNI must have a current billing address on file for each credit card account used for payment. The billing address must be within those Zones of Operation designated by VNI.
    4. Payment will be verified with the Credit Card Company prior to processing of orders and Monthly Autoship orders. In the event that authorization is declined, VNI's Order Department may attempt to contact the Independent Representative and may attempt re-authorization. If authorization is not received, the order will be considered to be 'unprocessed', and will not be included in commission computation and processing.
    8.8 Backorders.

    VNI makes every effort to have products/sales aids in stock. If these are not available or are temporarily out of stock, your credit card will be charged at time of order and you will receive a 'backorder notice' with your shipment. Backorders are filled first when new inventory arrives. Purchase volume on backorders is credited to the month in which payment for the original order is processed.

    8.9 Refunds and Inventory Returns.

    VNI will accept inventory returns only in the case of a Independent Representative's voluntary termination, and only when those inventory items have been purchased directly from VNI (as determined by the Independent Representative's purchase history). The items to be returned must be in original condition and within the recommended expiration date. The Inventory returns procedure:

    1. Prior to returning inventory, obtain a Return Merchandise Authorization Number (RMA) from Independent Representative Customer Services.
    2. Ship the returned items, products or sales aids, freight prepaid to the VNI Home Office. Any returned items not received in new, unused condition will not be eligible for refund and will be returned to the Independent Representative.
    3. VNI will refund the cost of the items and applicable sales taxes and shipping/handling charges on the original purchase(s) in conformity to the following schedule:
    4.   Purchase Period	Refund Percentage
      
          0 - 30 days	           100%
    5. Within 30 days of receipt of returned items and subject to the acceptability of the returned items, a check or Independent Representative cc, at our option, will be sent to the former Independent Representative for the amount of refund due, less:
    • - Any commissions already paid on the returned items;
    • - The value of any promotional prizes won because of the original purchase.
    8.10 Incorrect or Defective Items.
    VNI will accept the return of incorrect or defective items only through the following procedure:
    1. Call Independent Representative Customer Services for a RMA. VNI will accept returns of defective products, within 30 days of purchase, from customers of Independent Representatives at any time for replacement.
    2. VNI will issue a call order with the shipper to pick up the returned merchandise and will promptly replace these items.
    8.11Returned Products - Account Adjustments.

    Any Independent Representative returning 'resalable' inventory will be refunded 100% of the net cost of the returned product, provided that the product is acceptable and that it is returned within the specified period. Any compensation, bonuses, or commissions paid to upline Independent Representatives on the returned product purchase volume will be debited from any upline beneficiaries' account. A “charge-back” transaction will appear as a debit on the up line's next commission report.

    8.12 Refund Procedure.

    The following is the normal procedure expected in a product refund:

    1. A request for refund must be made to the VNI Independent Representative Customer Services Department, together with verification of the original order(s) and receipt(s) or proof(s) of purchase.
    2. The Independent Representative should contact VNI's Independent Representative Customer Services Department to obtain a Returned Merchandise Authorization (RMA), which is assigned to the Independent Representative's refund request. The RMA number will be valid for only thirty (30) days from date of issuance by VNI.
    3. The Independent Representative should ship the product pre-paid to VNI in a protective container or carton, together with a brief explanation of the contents and a record of the RMA number supplied by Independent Representative Service Department. The return address and RMA should be printed clearly on the outside of the package.

    Any and all shipping or courier costs for the return of product to VNI will be borne solely by the Independent Representative. Any damage or loss that occurs to returned product during shipping is also the responsibility of the Independent Representative. If the package is received damaged at VNI, VNI's Distribution Center will reject the shipment. Therefore, it is recommended that a reliable, traceable courier should be used for return shipping.

    When the above procedure is complete and the return process and returned product have been verified, a Company check or cc, at our option, for up to 100% of the wholesale product value will be issued and sent to the Independent Representative. VNI will have thirty (30) days to resolve this matter. It should be noted that Local or state repurchase laws and requirements may cause variance to the above procedure.

    8.13 Shipping Damage.

    VNI products and sales aids leave VNI's Distribution Facility ready for use and resale. If a damaged shipment is received, a claim should be filed directly with the carrier, and take the following precautionary steps:

    • Indicate on the delivery receipt the number of damaged boxes.
    • Save the damaged boxes for inspection by the shipping agent.
    • Contact VNI Independent Representative Services for further instructions.
    • If you discover damage not visible from the outside after you open the boxes, keep the shipment in the original package and report it immediately to the carrier's local office and request that a Independent Representative be sent to examine it.

    VNI will complete the claims process once it has been contacted by the carrier

    . 8.14 Receipt of Extra Product.

    In the event of receipt of product surplus to the order, the Independent Representative should contact VNI. VNI will offer the following alternatives:

    - issue a call tag for carrier pick-up;

    - allow the Independent Representative to retain the product for additional payment. VNI will issue all necessary adjusting documentation.

    8.15 Refunds on Compensated Product.

    If VNI provides a refund on product for which a Independent Representative has received compensation, the Independent Representative may be required, at VNI's sole discretion, to return any applicable compensation received.

    8.16 Warranties.

    VNI extends no product warranties, either express or implied, beyond those specifically set out in Company publications. VNI disclaims and excludes all warranties regarding possible infringement of any United States or foreign patent, trademark, trade name, copyright, or the like right, by the Independent Representative's operations, and the Independent Representative shall not have claim therewith. The Independent Representative must notify VNI immediately as soon as he/she learns of any claim or suit relating to any of the matters discussed in this paragraph.

    8.17 Initial Purchase Guarantee.

    All VNI customers and/or Independent Representatives have a 30 day, 100% satisfaction guarantee with their initial purchase. VNI will refund the full purchase price of any initial purchase order (less shipping and handling charges, and less any paid commissions on this purchase) to customers and/or Independent Representatives who are in any way dissatisfied with the product. To receive this refund, customers and/or Independent Representatives must contact the VNI Independent Representative Customer Services Department within thirty (30) days of purchasing their initial order to request a Returned Merchandise Authorization (RMA) number, following the procedures outlined in 8.12, above. From this point, the merchandise must be returned to VNI within seven (7) days by a traceable carrier. Upon receipt by VNI, the return will be noted and a refund will be issued within thirty (30) days.

    8.18 Cancellation Guarantee.

    A Independent Representative's cancellation of an Autoship order will only be accepted if made more than 48 hours prior to a scheduled Autoship shipment. Alternatively, a Independent Representative wishing to cancel an Autoship order by returning the most recent Autoship delivery within thirty (30) days of receipt with a signed cancellation notice for a “90%-of-purchase-price” refund. This guarantee applies only to the most recent order received by the Independent Representative within thirty (30) days.

    To receive this refund, customers or Independent Representatives must contact the VNI Customer Service Department within thirty (30) days of purchasing their most recent Autoship order to request a Returned Merchandise Authorization (RMA) number, following the procedures outlined in 8.12, above. From this point, the merchandise must be returned to VNI within seven (7) days by a traceable carrier. Product must be in resalable condition, and must be accompanied by a RMA number and the signed cancellation notice. Upon receipt by VNI, the return will be noted and a refund for 90% of the product price, less shipping and handling charges and less any paid commissions, will be issued within thirty (30) days.

    8.19 Return Policy Expiry.

    VNI will not accept product refund requests made after sixty (30) days of Independent Representative's receipt of any order. When a Independent Representative has been in possession of an Autoship for more than thirty (30) days without notification to terminate the Autoship, VNI has the right to assume that the account status is active, and will maintain the account as a regular Autoship account. Requests to refund retroactively multiple Autoship orders for multiple previous months will not be honored by VNI. Refusal by a Independent Representative to accept shipment is not a method of account cancellation or change of account status.

    8.20 Retail Customer Money-Back Guarantee.

    VNI offers a 30-day Money-Back Guarantee.

    The Guarantee covers all Company products and is meant to insure complete product experience and satisfaction for the customer. Customers who are not fully satisfied will receive gracious and prompt refunds. Customer satisfaction is the prime factor in promoting the excellent reputation of VNI and of all the Independent Representatives with VNI.

    VNI will promptly replace any product a Independent Representative refunds to his retail customer when the Independent Representative completes the following:

    - Provides a Return Merchandise Authorization (RMA) number from Independent Representative Services.

    - Ships the authorized return product, freight prepaid, together with the Customer Refund Form to VNI Independent Representative Services.

    8.21 Retail Direct Program.

    Retail customers may purchase products directly from VNI through the VNI website or call Customer Service. The customer will be assigned a VNI Independent Representative. Independent Representatives should assist the retail customer in completing their next order and should ensure that they include their name, email address, telephone number, and street address, plus a shipping address (if different from their street address), as well as the Independent Representative's name and Independent Representative ID number on the order form. The Independent Representative may not use his/her own address as the shipping address for a retail customer order without prior approval of VNI.

    When processing a Customer Product Order or a Preferred Customer Autoship Monthly Order accompanied by payment in full, VNI will send the products directly to the customer and will credit the retail profits and commission to the Independent Representative's monthly commission statement. If requested by the customer, VNI will honor the Retail Customer Money Back Guarantee, refunding the customer directly and deducting the related retail profits and commission from the Independent Representative's next monthly commission statement. The processing fee is not refundable.

    For commission purposes, Preferred Customers and Customers will remain linked to the Independent Representative who initiates their first order or who was selected by VNI as their Independent Representative, and may not be transferred within a downline organization without Company approval.

    8.22 Shipping/Handling Charges.

    The shipping and handling charges listed on the order form are subject to change. They must be included with order payment and may are subject to sales tax in some states. Orders shipped to Alaska, Hawaii, Puerto Rico, Guam, and the Virgin Islands are subject to additional shipping charges as stated on the order forms.

    8.23Product Exchanges.

    There are no product exchanges. All product orders are final (except as permitted and described within the Return Policies). Therefore, the Independent Representative should take special care when ordering.

    8.24 Lost Shipments.

    A Independent Representative should report any suspected lost shipments, either partial or complete, to VNI within seven (7) days after the expected date of arrival. VNI will first check with the carrier regarding the status of the delivery before sending replacements.

  9. Advertising, Copyrights, Trademarks & Protected Materials 9.1 Advertising.

    A Independent Representative may place ads in the business opportunity section of the classified ads and not in the employment section, and may not use the VNI name, trademarks, or logos on any classified advertisements, unless pre-approved in writing or supplied by VNI. Only Independent Representatives at the Executive Manager level may engage in other forms of advertising, and then only using – without change – VNI-approved materials.

    9.2 Uniformity of Presentations and Materials.

    VNI has carefully developed and produced scripts, slides, and printed, audio, and visual materials to ensure a consistent, accurate, and professional presentation of VNI, the Products, and the Compensation Plan. A Independent Representative may use only these Company-produced materials to present his/her VNI business. A Independent Representative must conduct all Business Opportunity Meetings and Company-produced trainings without altering or compromising the content, integrity, and/or intent of these programs. A Independent Representative may not produce any similar materials without receiving prior approval from VNI.

    9.3 Copyrighted Materials.

    VNI is the sole owner of all rights in the content of all Company-published or Company-produced materials and Company-sponsored training sessions, meetings, and presentations. To use, record, copy, or reproduce any portion of these materials is not permitted.

    9.4 Names, Product Names, Trademarks, and Logos.

    A Independent Representative may not include the VNI name or any of its trademarks, trade names, product names, or logos in connection with or as part of the name of a Independent Representative, nor in any printed or promotional materials.

    A Independent Representative's only authorized use of the VNI name is to provide identification as a Independent Representative of VNI. This use and introduction must be done in such a way as to establish immediate recognition of the Independent Representative's status as an Independent Representative of VNI.

    With the exception of business cards and stationery, a Independent Representative may not make, manufacture, or obtain from any source (other than VNI) promotional items or literature of any kind upon which VNI's name, logo, product names, trademark, or copyright is imprinted. This restriction includes all promotional gift items of any kind or other items that a Independent Representative may want to give to customers or prospects.

    9.5 Telephone/Directory/Program Listings.

    Directory listings can be a valuable method of attracting new customers. The following guidelines must be observed in any use of these media:

    1. White or Yellow Pages telephone listings may contain only the following Independent Representative information:
    2. VNI Independent Representative; Name and Telephone Number; Address (optional); VNI Web Portal address.
    3. Toll-free directories often drop the words “Independent Independent Representative” from their listings to conserve space. Therefore, a Independent Representative may list only the Independent Representative's name and number in toll-free directories, with no reference to VNI.
    4. When using the VNI name in any directory or program listing, the Independent Representative must also include the phrase “Independent Independent Representative.” The listing should not appear to be an official Company listing, nor should it result in any responses to inquiries for any Company office to be directed to the Independent Representative. Should any such calls be received by a Independent Representative, the calls must immediately be referred to the VNI Home Office.
    5. A Independent Representative may be listed in the Yellow Pages telephone directory under such categories as Nutrition or Wellness.
    6. A Independent Representative may not contract for a display type and in any directory or program.
    7. When listing in a directory of local Chambers of Commerce, networking organizations, and community groups, VNI has an approved directory description of VNI and its products. The currently-approved description is listed on the VNI website in the Independent Representative Service Menu under "On-Line Library." Exact wording must be used with no revisions. In the event that a Independent Representative is terminated for any reason, it is the responsibility of the Independent Representative to cancel immediately any directory listing that refers to that Independent Representative as a VNI Independent Representative.
    9.6 Trademark Identifier.

    The VNI name has been trademarked. When using the name in advertising, the first instances of the use of the name “VNI” and must be accompanied by the letters “R” to indicate the trademarked status. When modifying advertising copy, care should be taken to retain this identification with each first occurrence of the names.

    9.7 Business Name.

    The “VNI” name is a trademark owned by Victory Nutrition International, Inc and no form of it may be used in any Independent Representative's business name. Examples of unacceptable names are: “My VNI” or “Al's VNI”, etc. In the same way, the Independent Representative must be clearly identified as an Independent Representative whenever using the name VNI on any business accounts such as checking or credit accounts. An example of incorrect wording is “VNI, Mary J. Smith, Independent Representative.” An approved format is “Mary J. Smith, Independent Representative of VNI.”

    9.8 Business Cards.

    Business cards are available through a Company-designated printer who has the exclusive authorization to reproduce the VNI logo. They may be ordered online directly from the corporate-recommended vendor, name and address of which is available on line or by calling Independent Representative Services.

    9.9 Confidentiality of Company Information.

    All information assembled by VNI with reference to downlines, genealogy, and placement of Independent Representatives is the property of VNI, and is confidential and proprietary. A Independent Representative has and maintains no rights or ownership in this information and/or data. If available to a Independent Representative, the Independent Representative must treat this information as confidential and proprietary to VNI at all times, and as only to be used in Company business. Improper or unauthorized use of this information may be sufficient cause for termination and/or any other legal remedy available to VNI.

    9.10 Pre-Recorded Telephone Solicitations.

    Neither VNI name nor any copyrighted materials may be used with automatic calling devices or 'boiler room' operations to solicit either Independent Representatives or retail customers.

    9.11 The Internet and the Independent Representative's Personal Website.
    All guidelines set out in these Policies and Procedures also govern websites.
    1. The Independent Representative's personal website:
    2. - must have its own URL address. (An Independent Representative may not market his/her Independent Representative and/or VNI products through any web page other than the Independent Representative's own website - for example: virtual malls or auction sites such as E-Bay.)
      – may not give the impression that it is an 'official' website of VNI.
    3. A Independent Representative may not use the VNI name, trade names, trademark, logo, product names, and copyrighted materials or make unauthorized claims or make references of any type to the name of any corporate executives, officers, employees, service providers, endorsement personalities, or the name of any group or individual who is Independent Representative with VNI in any of the following ways:
      - As part of the Independent Representative's URL address or domain name.
      - As a search engine term, word, or other link to the Independent Representative's website.
      - As part of the text which is intentionally drafted to create a search term on any page of the Independent Representative's website as part of any and (see 9.13 Blind Ads). - In any newsgroup posting or bulletin board.
    4. The Independent Representative may accept and process orders for products and services only from persons residing within Company-designated Zones of Operation.
    9.12 Print, Radio, Television/Cable, and Internet Advertising.

    No radio or television/cable advertising is permitted in any format whatsoever. Blind ads are permitted in print and on the Internet (see 9.13).

    “VNI disclaims any and all liability arising out of or related in any way to Independent Representatives independent website. Independent Representatives will be held responsible for any statements or other content that is posted on Independent Representatives websites or email, including liability for harm caused by such statements or material.

    Metatags, imbedded text or graphics or other techniques that utilize the trademarks, Company names, product names or intellectual property of any non-VNI products in order to divert traffic to a Independent Representative website are prohibited. Likewise, Independent Representatives shall not use such metatags, imbedded text or graphics that contain names of illnesses or diseases, names of drugs, or improper medical or income claims to drive traffic to their respective websites.

    Within 48 hours of a Independent Representative termination or cancellation of his/her VNI business for any reason, the former Independent Representative shall remove his/her independent website from the internet.

    When using any name of a VNI registered trademark of the VNI Company, the following designation must be made: “VNIINC.com” is a registered trademark belonging to the VNI Company.

    It is the responsibility of each Independent Representative to ensure that their independent websites adhere to all applicable privacy laws and regulations. Independent websites must clearly and conspicuously post an accurate and legally compliant privacy policy on the website and must strictly adhere to that policy. VNI's approval of an independent Representative website is not an endorsement of the validity of the Company's privacy policy. Independent Representatives bear the sole and exclusive liability with their actions for violation of any laws or regulations relating to privacy requirements.

    Independent Representatives owning or operating independent websites agree to indemnify and hold VNI harmless for any damage, liability, fine, sanction, judgment, settlement, award or other financial injury incurred that separates VNI from or related to the Independent Representatives Independent website.”

    9.13 Blind Ads.

    Blind ads are permitted in print and on the Internet with the following requirements:

    - Do not use the VNI name, trade names, product names, trademarks, logo, or copyrighted materials. (For Internet ands, see 9.11 and 9.12, above)

    - Do not make unauthorized claims or mention any medical conditions, diseases, or income representations.

    - Do not reference the name of any corporate executives, officers, employees, service providers, endorsement personalities, product research council members, or the name of any group or individual who is a Independent Representative with VNI.

    - Printed flyers, tear sheets or spam emails are not authorized promotional material and are not permitted.

    Blind print ads must include the Independent Representative's name. For example, a print and could end with the statement, “for details, call Mary Smith at 1-714-555-1212,” but not with the statement, “for details call Mary Smith, Independent Representative of VNI at 1-714-555-1212.” If the VNI name is mentioned, the ad is no longer blind. The only exception allowed is the inclusion of a Independent Representative's VNI website address.

    9.14 Classified Advertisements.

    Approved classified advertisements are available on the VNI website on the Independent Representative Services Administrative Forms. If any of these advertisements are used, the exact wording must be used without any revisions.

    9.15 Media Inquiries and Appearances.

    If a Independent Representative is contacted by the media - radio, television/cable, or print press - the contact must be referred to the VNI Home Office. To ensure a consistent public image, only authorized officials of VNI may speak to the media on behalf of VNI.

    As an independent contractor for VNI, I authorize VNI to use my name, picture and likeness and personal product and income testimonials in advertising and promotional materials and waive all claims for remuneration for such use.

    A Independent Representative should not solicit media coverage or publicity or agree to media appearances to promote their VNI business or activities. If a Independent Representative is contacted for such an appearance, he/she must obtain prior written approval from an authorized officer of VNI before agreeing to appear.

  10. Conflict Resolution

    All Independent Representatives are responsible for seeing that the Policies and Procedures are followed. Problems should be handled at the lowest possible level.

    10.1 Violations of Section 9 of the Policies and Procedures.

    All violations of Section 9 of the Policies and Procedures (above) must be referred in writing directly to VNI.

    10.2 Other Violations.

    Independent Representatives who identify violations of other sections of the Policies and Procedures should draw them directly to the attention of the violator. This should solve most problems, as most are caused by a lack of understanding.

    10.3 Escalation.

    If the above communication does not solve the problem, violators should be reported to their upline Director, together with written details such as dates, witnesses, etc.

    10.4 Company Involvement.

    If the problem is still not resolved, or if there are two disputing parties with different upline Directors, the problem should be referred to VNI in writing. Independent Representatives have a duty to bring such disagreements to the attention of VNI before making any dispute public through the filing of any action seeking judicial and/or arbitration intervention. Upon notification, VNI may confer with anyone at any time concerning any alleged violation of the Agreements or the Policies and Procedures as may be necessary to conduct an investigation.

    Upon request by VNI to a Independent Representative, all documents related directly to an alleged violation shall be delivered to VNI for examination. Upon completion of an investigation, VNI may notify the involved Independent Representatives of a hearing on the issues relating to the alleged violation(s). Any information ascertained during an investigation or hearing shall be treated as confidential, except in cases where the accused member has been determined to have violated federal, state, or local statutes. If the involved Independent Representatives are unable to resolve the dispute, the involved Independent Representatives and VNI shall be submitted to binding arbitration, using the rules of the America Arbitration Association.

    Jurisdiction and venue shall be in Montgomery County, Pennsylvania in the judicial district where VNI is located. Each party having a concern shall first give notice of intent to submit to arbitration prior to filing for arbitration.

    10.5 Penalties for Violators.

    Independent Representatives violating any of the Policies and Procedures (including the Code of Ethics) may be required to cancel advertising, to destroy unauthorized literature, to remove offending signs, to disconnect telephones with no referral, and any other remedy considered appropriate by VNI in its sole discretion. Independent Representative authorization may be cancelled. Violators will be liable to VNI or any damages and costs, including attorneys' fees, resulting from violations.

    10.6 Arbitration.

    The Independent Representative and VNI agree to submit any claim or controversy of whatever nature arising out of or relating to any relationship between the Independent Representative and VNI to final and binding arbitration administered by VNI under its Comprehensive Arbitration Rules and Procedures. Judgment upon the award may be entered in any court having jurisdiction.

    The arbitrator shall be a retired or former judge of a United States District Court or the Superior Court of the Commonwealth of Pennsylvania and shall be selected as follows: The parties shall attempt to agree on any qualified member of the VNI panel. If the parties are unable to agree on an arbitrator within thirty (30) days after service of the demand for arbitration, either party may request the VNI Arbitration Administrator to furnish a list of three qualified members from its panel; each side shall strike one name from the list, and the remaining person shall act as the arbitrator.

    Depositions may be taken and discovery may be obtained in any arbitration under this Agreement in accordance with Pennsylvania Code of Civil Procedures or any amendment thereto. The dispute will be determined by the laws of the Commonwealth of Pennsylvania. The arbitrator will have the authority to award any relief that would be available in a court of law. Each party will bear its own costs and fees in the arbitration, but VNI will pay the costs for the arbitrator. If the arbitrator finds that any claim filed by a Independent Representative is either frivolous or maliciously filed, the arbitrator can shift fees.

  11. Amending the Policies and Procedures
    11.1 Company's Rights to Publish and Amend.

    VNI reserves the right to amend these Policies and Procedures at any time, and will publish these Policies and Procedures so that the Independent Representative may make examination. Independent Representative is responsible to adhere to these Policies and Procedures and amendments upon their publication, in any form, by VNI. If a Independent Representative disagrees with the Policies and Procedures, VNI recommends that that Independent Representative should resign.

    11.2 Amendments.

    Amendments to the Policies and Procedures will be in effect and binding upon all VNI Independent Representatives upon publication by VNI in any form generally available to all Independent Representatives. Amendments will be available on VNI's website.

    11.3 Force Majeure.

    Neither VNI nor any of its Independent Representatives shall be responsible for delays or failures in performance hereunder where performance is made commercially impracticable due to circumstances beyond the parties' reasonable control including, without limitation, strikes, labor difficulties, riot, war, fire, delay or curtailment of the parties' usual source of supply, or government decrees or orders.

    11.4 Entire Understanding.

    These Policies and Procedures, the VNI Independent Representative Application and Agreement, and the instruments and documents referred to herein constitute the entire understanding of the parties with respect to the subject matter. The Independent Representative Application and Agreement may be amended only by an instrument in writing signed by an authorized officer of VNI. The Policies and Procedures will be subject to amendment at the will of VNI and will be published for availability to each Independent Representative. Should any inconsistency arise, the terms and conditions of the Policies and Procedures and the Independent Representative Agreement shall be controlling.

    11.5 Company Waiver.

    No failure of VNI to exercise any power given to it under these Policies and Procedures or Independent Representative Agreement, or to insist upon strict compliance by any Independent Representative with any obligation or provision hereunder, and no custom or practice of the parties at variance with the terms hereunder, shall constitute a waiver of VNI's right to demand exact compliance with these Policies and Procedures and the Independent Representative Agreement. Only an authorized officer of VNI can affect a waiver by VNI, and then only in writing.

  12. Incentives and Awards Policies

    From time to time, VNI may award incentive programs to selected or qualifying Independent Representatives – possibly in the form of 'getaway trips'. These awards are based upon high Independent Representative performance. VNI will only give an award to the individual(s) whose name(s) appear on the original Application Form. Because a major purpose of an award is to recognize performance and to allow a performing Independent Representative to Independent Representative with other top Company performers, no award will be transferable. Trip substitutions will not be made. No payment or credit will be given to any Independent Representative who does not accept an award for any reason. Trip qualifiers may not defer attendance toward future trips. Independent Representatives' children may be allowed on trips, at the Independent Representative's expense, with Company pre-approval.

    Although VNI may pay the cost of each award or 'getaway trip', the Independent Representative, as a independent contractor, agrees to indemnify and to hold harmless VNI from any claims related to injuries sustained by the Independent Representative and/or the Independent Representative's guests during any such award. The Independent Representative may not make claim upon, or rely upon, insurance by VNI to cover the costs and expenses of any injuries to the Independent Representative and/or the Independent Representative/s guests.

    VNI is required by tax law to include the fair market value of any incentive awards, trips, etc., as earnings on the Independent Representative's annual tax report (such as Form 1099 and/or other applicable forms). The Independent Representative will be liable for applicable taxes on these earnings, and agrees to hold VNI harmless from any claims of tax liability relating to any incentive program or award.

    If it is discovered that a Independent Representative has made any misrepresentation or has violated any of these Policies and Procedures in becoming eligible for any award or incentive, VNI reserves the right to charge back to the Independent Representative any or all of the costs incurred by VNI relating to such award or incentive.

VICTORY NUTRITION INTERNATIONAL
PO 366
Lederach, PA 19450

For the most recent and applicable Policies and Procedures, please see our website: www.vniinc.com