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The Limu Company Policies & Procedures

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The Limu Company
POLICIES AND PROCEDURES TABLE OF CONTENTS................................................................................................................................................ 20 I. INTRODUCTION................................................................................................................................................ 22

II. YOUR DISTRIBUTORSHIP............................................................................................................................... 22
A.) APPLICATION AND AGREEMENT ................................................................................................................................ 22 B.) BUSINESS ENTITIES .................................................................................................................................................... 22 C.) ELIGIBILITY REQUIREMENTS .................................................................................................................................... 22 D.) INDEPENDENT CONTRACTOR STATUS ............................................................................................................ ………23 E.) DISTRIBUTOR KIT ..................................................................................................................................................... 23 F.) BUSINESS LICENSES .................................................................................................................................................. 23 G.) ANNUAL RENEWAL .................................................................................................................................................. 23 H.) INCOME TAX ............................................................................................................................................................. 23 I.) CODE OF ETHICS ....................................................................................................................................................... 23

III. SPONSORING, PRODUCT SALES AND INVENTORY ................................................................................. 24 1. a.) b.) 2. a.) b.) c.) d.) 3. a.) b.) 4. a.) b.) c.) d.) e.) f.) g.) h.) SPONSORING ............................................................................................................................................................. 24 The Right to Sponsor Others.................................................................................................................................... 24 Supervising and Training Distributors ..................................................................................................................... 24 RETAIL SALES .......................................................................................................................................................... 24 Distributor Sales Requirement ................................................................................................................................. 24 Sales Requirement Verification ............................................................................................................................... 24 Earnings Representations......................................................................................................................................... 24 Distributor Roll Out ................................................................................................................................................. 24 INVENTORY .............................................................................................................................................................. 25 Inventory Loading.................................................................................................................................................... 25 70% Rule ................................................................................................................................................................. 25 PRODUCT SALES ....................................................................................................................................................... 25 Customer Guarantee ................................................................................................................................................ 25 Return Authorization Number (“RA#”)................................................................................................................... 25 Re-packaging The Limu Company Products ........................................................................................................... 25 Product Liability Insurance...................................................................................................................................... 25 Retail Outlets ........................................................................................................................................................... 26 International Sales and Sponsoring.......................................................................................................................... 26 Sales Tax.................................................................................................................................................................. 26 Returns by Non-Terminating Distributors ............................................................................................................... 26

IV. CONFIDENTIALITY/NON-SOLICITATION/NON-COMPETITION ............................................................. 27
A.) B.) C.) D.) E.)

CONFIDENTIALITY .................................................................................................................................................... 27 NON-SOLICITATION .................................................................................................................................................. 27 NON-COMPETITION .................................................................................................................................................. 27 VENDOR CONFIDENTIALITY...................................................................................................................................... 27 VIOLATION OF CONFIDENTIALITY/NON-SOLICITATION/NON-COMPETITION PROVISIONS ........................................ 27

V. DISTRIBUTORSHIP CHANGES ....................................................................................................................... 28
A.) B.) C.) D.) E.) F.) G.)

CHANGE OF NAME OR FORM OF BUSINESS .............................................................................................................. 28 CHANGE OF MARITAL STATUS ................................................................................................................................. 28 DEATH OR INCAPACITY ............................................................................................................................................ 28 SALE, ASSIGNMENT, TRANSFER OR OTHER CHANGES IN OWNERSHIP ...................................................................... 28 ADDITION OR DELETION OF PARTNERS, SHAREHOLDERS, OR OTHER EQUITY INTEREST HOLDERS........................... 28 CHANGE OF SPONSOR ............................................................................................................................................... 28 DISSOLUTION OF THE BUSINESS................................................................................................................................ 29

VI. ADVERTISING, TRADEMARKS, COPYRIGHTS, AND MEDIA CONTACT .............................................. 29
A.)

COMPANY-APPROVED ADVERTISING AND SALES AIDS ............................................................................................ 29 - 20 -

B.) C.) D.) E.) F.) G.) H.) I.) J.) K.) L.) M.)

USE OF COMPANY NAME, TRADEMARKS, SERVICE MARKS, AND COPYRIGHTED MATERIAL ................................... 29 VERBAL AND WRITTEN STATEMENTS BY DISTRIBUTORS ......................................................................................... 30 TELEPHONE ANSWERING .......................................................................................................................................... 30 TELEPHONE DIRECTORY ........................................................................................................................................... 30 800 AND 888 AND OTHER TOLL-FREE NUMBERS ...................................................................................................... 30 TELEPHONE SOLICITATION AND AUTOMATIC CALLING DEVICES ............................................................................. 30 DIRECT RESPONSE .................................................................................................................................................... 30 MEDIA INQUIRIES ..................................................................................................................................................... 30 MEDIA USAGE BY THE DISTRIBUTOR -UNPAID MEDIA, RADIO, TELEVISION, PERSONAL APPEARANCES ................. 30 INTERNET USAGE ..................................................................................................................................................... 30 HEALTH AND INCOME CLAIMS ................................................................................................................................. 32 TESTIMONIALS .......................................................................................................................................................... 32

VII. VIOLATIONS OF THE DISTRIBUTOR AGREEMENT/DISCIPLINARY ACTIONS ................................... 32
A.) B.) C.)

NOTICE OF VIOLATION ............................................................................................................................................. 32 DISCIPLINARY ACTIONS ........................................................................................................................................... 32 TERMINATION ........................................................................................................................................................... 33 1. Termination by the Distributor ................................................................................................................................ 33 2. Termination by the Company .................................................................................................................................. 33 3. Effect of Termination............................................................................................................................................... 33 D.) REFUNDS UPON TERMINATION ................................................................................................................................. 33 E.) RETURN AUTHORIZATION NUMBER .......................................................................................................................... 34 F.) REJOINING AFTER TERMINATION ............................................................................................................................. 34 VIII.ORDERING AND SHIPPING ......................................................................................................................... 34
A.) B.) C.) D.)

METHODS OF ORDERING........................................................................................................................................... 34 FORMS OF PAYMENT................................................................................................................................................. 34 PLACING YOUR ORDER............................................................................................................................................. 34 PROCESSING DEADLINES .......................................................................................................................................... 35 1. Monthly Bonuses ............................................................................................................................................ …….35 2. Weekly Quick Start Bonus....................................................................................................................................... 35 3. Distributor and Preferred Customer AutoShip Orders............................................................................................. 35 E.) PAYMENT SHORTAGES AND OVERAGES.................................................................................................................... 35 F.) SHIPPING AND HANDLING ......................................................................................................................................... 35 G.) BACK ORDERS .......................................................................................................................................................... 35 IX. GENERAL PROVISIONS................................................................................................................................... 36
A.) B.) C.) D.) E.) F.) G.) H.) I.) J.)

POLICY AND PRICING CHANGES ............................................................................................................................... 36 INDEMNITY ............................................................................................................................................................... 36 EXCESSIVE CREDIT CARD CHARGEBACKS OR RETURNED CHECKS .......................................................................... 36 AGREEMENT WITH THE COMPANY ............................................................................................................................ 36 REGULATORY APPROVALS ....................................................................................................................................... 36 EXCEPTIONS TO THE POLICIES - WAIVER OF COMPLIANCE BY THE COMPANY .......................................................... 36 THE LAW THAT GOVERNS OUR AGREEMENT ........................................................................................................... 37 JURY TRIAL WAIVER ................................................................................................................................................ 37 FEDERAL AND STATE LAWS ..................................................................................................................................... 37 SEVERABILITY - WHAT HAPPENS IF PART OF THE AGREEMENT IS DEEMED INVALID? ............................................. 37

X. STATE ADDENDA............................................................................................................................................. 37 GEORGIA ADDENDUM ...................................................................................................................................................... 37 XI. INTERNATIONAL ADDENDA......................................................................................................................... 38
A.)

PERSONAL USE POLICY ............................................................................................................................................ 38

EXHIBIT A. DISTRIBUTOR SALES VERIFICATION FORM.............................................................................. 39 ©2003-2006 The Limu Company, Revised 20060906

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The Limu Company U.S. POLICIES and PROCEDURES I. INTRODUCTION

The Limu Company (referred to as “The Limu Company” or “Company”) acknowledges the responsibility to support and guide The Limu Company Distributors. To meet this obligation The Limu Company has created these Policies and Procedures to act as a guideline for the activities of its Distributors. This ensures that all Distributors understand their responsibilities and that all Distributors are operating upon uniform codes of conduct. These Policies and Procedures and The Limu Company Compensation Plan, including any future modifications thereof which The Limu Company may make at its sole discretion, are incorporated into the Distributor Application and Agreement, and when accepted by The Limu Company, form the entire Agreement between the Distributor and the Company (hereinafter referred to as the “Agreement”). The Policies and Procedures and/or The Limu Company Marketing and Compensation Plan may be amended at the sole discretion of The Limu Company, and all such amendments shall be incorporated into the Agreement by reference. Notification of amendments shall be published in official Company materials and/or on The Limu Company’s website and shall be effective upon publication. A Distributor’s continuation of his or her Company business or his or her acceptance of any compensation from The Limu Company shall constitute acceptance of any and all amendments. II. YOUR DISTRIBUTORSHIP a.) Application and Agreement A Distributor is an individual or entity who has executed and submitted a Distributor Application and Agreement that has been accepted by the Company at its Head Office. Because the Company sets such high standards for its Distributors, The Limu Company reserves the right to reject any application or renewal. b.) Business Entities A Distributor may own and operate his or her Distributorship as a sole proprietorship, partnership, or corporation. The business entity must submit a Distributor Application and Agreement signed by its authorized representative(s). The Tax I.D. number belonging to the business entity must be used on the Application. If a Distributorship is to be operated using a DBA or as a partnership or corporation, or to change status to one of these forms of business, then the business entity may be requested to complete a Business Entity Identification Form. All owners, directors, officers, partners, shareholders, members and all others having a legal or beneficial interest in the entity must sign the Distributor Application and Agreement. When applying for a Distributorship as a business entity, the principals of the business entity acknowledge and agree that they are personally guaranteeing the performance of the Distributorship’s obligations. The principals are bound by the Agreement, and the Company has the right to enforce the terms of the Agreement on each principal in his or her personal capacity. The same applies to spouses that jointly operate a Distributorship regardless of whether both spouses’ names are on the Application and Agreement. c.) Eligibility Requirements All individuals with their primary domicile in a state or territory of the United States of America are eligible to apply to become a Distributor based upon the following requirements: 1. All Distributors must be the age of majority in the state or territory in which they reside and must have the legal capacity to sign binding contracts in that jurisdiction. Applications from minors and trusts for minors will be returned. A husband and wife are considered a single Distributorship and may not directly or indirectly sponsor each other or have different sponsors. If one spouse is already a Distributor, the non-participating spouse may elect to become a Distributor, but must join the same Distributorship as his or her spouse. Under no circumstances may an individual participate, directly or indirectly, in more than one Distributorship. A principal of a business entity that is a Distributorship may not be involved in another Distributorship in any form. Distributors are strictly prohibited from “stacking” - that is, enrolling sham distributors and causing sales volume to be created under their distributorship for the purpose of earning multiple commissions. Employees of The Limu Company and their spouses and dependent children are not eligible to become Distributors. Any exceptions to this policy must be with written prior consent of The Limu Company’s Management. - 22 -

2.

3. 4. 5.

6.

The Company reserves the right to reject, without cause, any applications for new Distributors.

d.) Independent Contractor Status Distributors are independent contractors of the Company and are not to be considered purchasers of a franchise or business opportunity. Distributors will not be treated as employees for federal or state tax purposes. The Agreement between the Company and the Distributor does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Distributor. Distributors have no authority, expressed or implied, to bind the Company to any obligation or to make any representations or warranties on behalf of the Company. Each Distributor is encouraged to set up his or her own hours and to determine his or her own methods of sale, so long as the methodology complies with the Policies and Procedures of the Company. Any reference the Distributor makes to himself or herself must clearly set forth the Distributor’s independent status. For example, if the Distributor has a business telephone, the telephone may not be listed under the Company’s name or in any other manner that does not disclose the independent contractor status of the Distributor. e.) Distributor Kit All Distributors are required to purchase and review a Distributor Kit at the time of submission of their Distributor Application and Agreement to the Company. The purchase of a Distributor Kit is not required for residents of North Dakota. The sum charged for the Distributor Kit is not a service or franchise fee, but rather strictly offsets costs incurred by the Company for producing and supplying educational and business materials required by a Distributor to run his or her business. No commissions are paid on the sale of a Distributor Kit. f.) Business Licenses Local governments may require Distributors to pay an annual fee and obtain business licenses for the privilege of operating a business in their jurisdiction. Distributors are required to comply with these laws, pay all fees, and obtain all permits and licenses associated with the operation of their Distributorship. It is important that you review the specific licensing law involved since the law may not apply to the way you operate your business. g.) Annual Renewal If received by The Limu Company after midnight on July 31, 2004, the term of the Distributor Application and Agreement is one year from the date received. If received prior to midnight on July 31, 2004, the term of the Distributor Application and Agreement is one year from the Application Signed Date. Unless notified of nonrenewal, or terminated pursuant to The Limu Company Policies & Procedures, each Distributor’s Agreement will automatically be renewed annually on the anniversary date of the Agreement. The renewal fee will be charged to the Distributor’s credit card or bank draft on file with The Limu Company up to 30 days prior to the renewal date. If a Distributor does not wish to renew the Agreement, he/she must give The Limu Company written notice at the address set forth on the front page of the Agreement (or such other address as Company may from time to time designate) at least 31 days before the anniversary date of the Agreement. h.) Income Tax Each Distributor shall be responsible for filing all necessary federal, state, provincial and local tax returns and for paying any such taxes that may accrue on earnings from their Distributorship. The Limu Company must file the annual IRS Form 1099 with the IRS and provide a copy to each Distributor who has income from their Distributorship in excess of $600.00 during the calendar year. Since you are self-employed, you must make timely payment of your tax obligations. You must also pay any applicable self-employment tax on the net income of your Distributorship. Contact the IRS for more specific information on your tax obligations. The Company urges you to maintain adequate records of income and expense including original documents to substantiate your reporting. i.) Code of Ethics Each Distributor agrees to conduct his or her business according to the following Code of Ethics. This ensures high standards of integrity and professionalism and protects the reputation of the individual Distributor and The Limu Company. 1. 2. Distributors agree to: Conduct themselves and deal with Customers and other Distributors according to the highest standards of honesty, integrity and fairness. Represent The Limu Company products and services completely and according to the information contained in The Limu Company published literature, without making misleading or unauthorized claims.

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3. 4. 5.

Represent The Limu Company’s Distributor compensation plan truthfully and without exaggeration to all prospective Distributors. Fulfill all obligations associated with sponsoring other Distributors, including the use of their best efforts to provide supervision and training of sponsored Distributors. Become familiar with and abide by The Limu Company Policies and Procedures, as amended from time to time and all applicable law, regulations and ordinances. SPONSORING, PRODUCT SALES AND INVENTORY 1. Sponsoring

III.

a.) The Right to Sponsor Others All Distributors have the right to sponsor (enroll) others. If two Distributors should claim to be the sponsor of the same enrollee, the Company may regard the first Application received by the Home Office as prevailing. A Distributor shall not unduly influence or in any way entice prospects with representations as to possible income, business development, or payment of any additional compensation. Any disputes over sponsorship will be subject to review and determination by the Company, at its sole discretion. As a general rule, it is good practice to consider the first Distributor to meaningfully work with a prospective enrollee as having first claim to sponsorship. b.) Supervising and Training Distributors Any Distributor who sponsors other Distributors must thereafter use his or her best efforts to fulfill the obligation of performing a bona fide supervisory function for their downline Distributors with respect to the sale of product and sponsoring of others. Distributors should have ongoing personal contact and communication with their downline Distributors and help train those Distributors they have sponsored. Examples of such supervision may include, but are not limited to, the preparation and/or conduct of: written correspondence, personal meetings, telephone communications, voice mail communications, electronic mail communications, training sessions and accompanying individuals to Company trainings and meetings. Distributors should be able to provide upon request, evidence on a quarterly basis to the Company of ongoing fulfillment of sponsorship responsibilities. 2. Retail Sales

a.) Distributor Sales Requirement Distributors must fulfill minimum sales requirements, as well as comply with the 70% Rule (as defined below), to qualify and remain eligible for commissions and bonuses. Each Distributor, upon request from The Limu Company, must be able to furnish a statement documenting their sales and listing at least four individual retail customers during the applicable commission period. See the “Sales Requirement Verification” section below for details. Sales Requirement Verification In its effort to support the Distributor Sales Requirement, the Company shall randomly sample Distributors on a regular basis to verify their sales. The chosen Distributors shall be asked to complete the Distributor Sales Verification Form attached as Exhibit B to these Policies and Procedures. Distributors must maintain all Retail Sales Receipts for a period of two years. A Distributor who fails to complete the form and return it to The Limu Company in a timely manner will be deemed not to have met the Distributor Sales Requirement and will not be paid commissions or bonuses until such time as the information is received. If the Distributor Sales Verification Form is never received, the Distributor shall be subject to disciplinary action up to, and including, termination. c.) Earnings Representations Actual or potential earnings representations or claims regarding The Limu Company program are strictly prohibited. d.) Distributor Roll Out If a Distributor fails to fulfill the Distributor Sales Requirement in any eight consecutive months or fails to submit the Distributor Sales Verification Form for eight consecutive months, the Distributorship (including all sponsorship and income rights) will terminate (“Roll Out”), and persons in the Distributorship downline will “roll up” to the next eligible Distributor in the upline. If the Distributor thereafter desires to rejoin the Company, and if accepted by the Company, the Rolled Out Distributor would start again as a new Distributor and would not regain his or her previous downline. - 24 b.)

3.

Inventory

a.) Inventory Loading Distributors are not required to maintain any specific amount of inventory. Distributors are discouraged from purchasing product quantities greater than they can sell in the ensuing month. It is Company policy to strictly prohibit the purchase of products or services solely for the purpose of qualifying for commissions, bonuses or rebates. Distributors may not inventory load nor encourage other Distributors to do the same. b.) 70% Rule The Limu Company program is based upon sales at retail and not on maintaining an inventory of products. Before a new order can be placed, the Distributor will be required to certify that at least seventy percent (70%) of the previously purchased products have been sold. For the purposes of this provision, products or services used for personal or family consumption or used as samples are considered sold. The seventy percent (70%) will be calculated based upon the Distributor cost of the products purchased. The Limu Company will not repurchase, upon a Distributor’s termination, products that have been previously certified as sold or consumed. Furthermore, falsely certifying the amount of products sold or consumed may be grounds for termination. 4. Product Sales

a.) Customer Guarantee The Limu Company has a 30-day, 100% money back guarantee on all of its products for retail customers and Preferred Customers. Returns must be made within thirty (30) days of the sale. If a retail customer wants to return product purchased from a Distributor, it is the responsibility of the Distributor to refund the product purchase price promptly. The Limu Company will replace any product returned to the Distributor within thirty (30) days of the refund to the retail customer, upon receipt of a copy of the completed The Limu Company Retail Sales Receipt. Distributors must not return product to The Limu Company without obtaining a Return Authorization Number (“RA#”). Likewise, a retail customer or Preferred Customer who wants to return product purchased directly from The Limu Company must first obtain a RA# from the Company. See the RA# section below for details. The Distributor returning the product, if applicable, and all upline Distributors are subject to deductions from their commission checks based upon commissions paid to them on the group volume calculated on the returned products. A Distributor shall deliver to the retail customer at the time of sale, two copies of a completed Retail Receipt Form. Each Distributor is expected to promptly honor the Customer Guarantee. Failure to do so is a breach of The Limu Company’s Policies and Procedures that could result in termination of the Distributorship. The product will not be replaced if it is determined that the product was returned because of (1) a misrepresentation of the product’s expected results by the Distributor, (2) alteration of the label or packaging by the Distributor, or (3) damage caused to the product after delivery to the Distributor. b.) Return Authorization Number (“RA#”) Prior to returning products for a refund or replacement, the party who purchased the product from The Limu Company must contact the Customer Service Department to obtain a Return Authorization Number and the return address. The RA# must appear on each package returned to the Company. If any product is returned to The Limu Company without a Return Authorization Number on the outside of the shipping box, it will be rejected and returned at the purchaser’s cost. If a shipment is received with a Return Authorization Number affixed that includes products that were not part of the return authorization process, then The Limu Company may return these products or sales aids at the purchaser's cost. c.) Re-packaging The Limu Company Products The Limu Company does not permit re-packaging or re-labeling of its products. The Limu Company products must be sold only in their original Company packaging. Under no circumstances is any person authorized to re-package The Limu Company products into new containers, alter any label or remove any safety seals. d.) Product Liability Insurance The Limu Company and its product suppliers maintain insurance to protect the Company and Associates against product liability claims. The insurance policy contains a “Vendors Endorsement” which extends coverage to The Limu Company Independent Distributors so long as they are marketing The Limu Company products in accordance with applicable laws and regulations and the Distributor Agreement, Terms and Conditions and this manual. The Limu Company’s product liability policy does not extend coverage to claims that arise as a result of an Associate, Distributor’s misconduct in marketing the products. The Limu Company’s coverage does not apply to unauthorized express warranties - 25 -

or to bodily injury or property damage arising out of physical or chemical alteration of the product, re-packaging or relabeling of the product. e.) Retail Outlets The Limu Company does not allow its products to be sold or displayed in retail outlets such as department stores, drug stores, health food stores, gas stations, trade shows, fairs, flea markets, swap shops, grocery stores and other similar establishments. This does not prohibit the owner of a retail outlet from becoming a Company Distributor. The Limu Company reserves the right to make an exception to this policy for certain types of trade shows and fairs. This policy does not apply to “service establishments” as opposed to retail stores. For the purpose of these Policies, a “service establishment” is defined as a commercial enterprise whose revenue is earned primarily by providing personal services or entertainment. Examples of service establishments include: barber shops, beauty salons, tanning salons, medical offices, chiropractic offices, dentist offices, professional offices, theaters, gyms, and health spas. f.) International Sales and Sponsoring Company Distributors must not export The Limu Company products from their country of residence or sell The Limu Company products to others for export from their country of residence to any other countries. Violation of these Policies could cause irreparable harm to the Company and its affiliates; therefore, any breach of this provision could lead to immediate termination of the offending Distributorship. The Company will announce the opening of new countries for The Limu Company business as time and resources allow. International operations are currently conducted in a number of different countries. For further information about countries serviced directly by The Limu Company, you may visit the International page of The Limu Company’s official Website, which may be accessed at www.thelimucompany.com. g.) Sales Tax In order to ensure compliance with the sales and use tax requirements of each jurisdiction, unless otherwise mandated by state or provincial law, The Limu Company shall collect and remit all applicable sales and use tax based upon the suggested retail price of the product or service. The amount of sales tax is based upon the suggested retail price of the product or sales aid calculated at the local tax rate of the person to whom the products or sales aids are shipped. There are products and sales aids that may be exempt from sales tax in some locations. A Distributor can recoup his or her prepaid sales tax at the time of sale to the Customer. h.) Returns by Non-Terminating Distributors Distributors may return one product order per calendar quarter for a refund subject to the following limitations and requirements (the following are not applicable to returns seeking a product exchange): Only merchandise purchased within 60 days from the date of purchase shall be eligible for a refund; Shipping, handling, and a 10% restocking fee will be deducted from all refunds; Shipping charges incurred by the Distributor returning the merchandise will not be refunded; Any commissions, bonuses, or rebates received by the Distributor that was dependent on the volume generated by the subsequently returned merchandise will be deducted from the refund; 5. Any commission, bonus or advancement in rank achieved by the Distributor which was dependent on the volume generated by the product returned for a refund will be redacted; 6. Any upline Distributor that received any commission or bonus, or any advancement in rank, that was dependent on the sale of product that is subsequently returned for a refund will result in the recapture of such commission or bonuses, and may result in the redaction of rank advancement; 7. Unless otherwise required by law, returned products that are not in resalable condition or which were designated as non-refundable at the time of purchase shall not be eligible for a refund; 8. The maximum amount of a refund return is $150.00 U.S. Returns seeking a refund in excess of $150.00 U.S. will result in the termination of the Distributorship; 9. Distributors who return more than one order per calendar quarter (four orders per calendar year) seeking a refund will be subject to termination; 10. Distributors who return an AutoAdvantage (AutoShip) order are subject to termination of their participation in the AutoAdvantage program and a processing fee upon reinstatement. If a Distributor wishes to terminate his/her Distributorship, he/she may return resalable inventory and sales aids that he/she personally purchased from the company for a refund, less fees, according to the Inventory Refund policy set forth in these policies. 1. 2. 3. 4.

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IV.

CONFIDENTIALITY/NON-SOLICITATION/NON-COMPETITION

a.) Confidentiality The Limu Company has the exclusive proprietary interest in its Customers’ lists; Customers’ information, developed by or for The Limu Company; Distributors’ lists; Distributors’ information, manufacturing procedures, formulas, source codes, product development and in all operating, financial and marketing materials. All such information is confidential. During and after the term of the Distributor Agreement, Distributors shall not directly or indirectly use, disclose, or exploit any proprietary or confidential information provided to them by The Limu Company or to any other Distributor in any form, to adversely affect The Limu Company or to benefit any other company. A Distributor shall use his or her best efforts to maintain the confidential or proprietary information in his or her possession and protect against disclosure, misuse, misappropriation or any other action inconsistent with The Limu Company’s rights. Each Distributor shall be held responsible for all acts or omissions of his or her principals while they are principals of the Distributorship and for a period of one year after they cease to be principals. For example, if a principal leaves the Distributorship by means of a resignation or sale of the principal’s interest or otherwise, and begins to use and/or disclose confidential information of The Limu Company or begins to solicit Company Distributors within one year of the principal’s departure, the remaining or successor Distributors will be held responsible (along with the principal) and will be subject to discipline including, but not limited to, termination. b.) Non-Solicitation During the term of the Distributor Agreement and one year after termination, and for so long thereafter as a Distributor is entitled to receive or share in, directly or indirectly, any compensation based upon or relating to the sales or earnings of a previously owned Company Distributorship, Distributors shall not directly or indirectly solicit, induce or otherwise attempt to persuade any Company Distributor to sell, resell, or promote the products or business opportunities of any other direct sales, network marketing or multi-level marketing company. Furthermore, for the same period of time, Distributors shall not, directly or indirectly, solicit, induce or otherwise attempt to persuade any Distributor to cease being a Company Distributor. No products or services except for The Limu Company’s products or services shall be sold or shown at any event where The Limu Company’s products or services are shown. c.) Non-Competition In order to participate in the Diamond Pool or Double Diamond Pool leadership bonuses included in the Company’s MVP Rewards Plan, qualifying Distributors shall be required to sign a Non-Compete Agreement whereby they agree not to be an active distributor of another direct sales, network marketing or multi-level marketing company or to receive or share in, directly or indirectly, compensation from any other direct sales, network marketing or multilevel marketing company. d.) Vendor Confidentiality The Company’s business relationships with its vendors, manufacturers and suppliers are confidential. Distributors must not contact, directly or indirectly, or speak to or communicate with any supplier or manufacturer of the Company except at a Company-sponsored event at which the supplier or manufacturer is present at the request of the Company. e.) Violation of Confidentiality/Non-Solicitation/Non-Competition Provisions The Limu Company may enforce its rights under this Section by an action for specific performance or injunction, in addition to an action for monetary damages. Notwithstanding the arbitration provisions set forth in the Distributor Agreement and these Policies, The Limu Company may bring an action against a Distributor(s) before any court properly vested with jurisdiction for purposes of obtaining a temporary restraining order, preliminary injunction, permanent injunction, or other equitable relief in the event that the Distributor(s) violates any provision in Section IV. Nothing in this Section shall limit The Limu Company's ability to further pursue an action for damages through arbitration. If a Distributor or principal violates the terms of this Section, The Limu Company may terminate the Distributorship. The Distributor's rights to any and all income from the Company are terminated effective as of the moment of the violation and the Distributor’s business shall be terminated immediately. The provisions of Section IV shall survive any termination of the Distributor Agreement or any termination of the principal's relationship with the Distributor. During The Limu Company's investigation into any alleged violation of Section IV, the Distributor's Company business will be placed on suspension and all commissions, rebates, and bonuses will be withheld. If The Limu Company determines that the Distributor did in fact violate any provisions of Section IV, the Distributor shall not be entitled to receive such funds. - 27 -

V.

DISTRIBUTORSHIP CHANGES

a.) Change of Name or Form of Business In order to change the name on his/her Distributorship records, an individual must notify the Company in writing and provide legally acceptable proof of his/her name change. The Company reserves the right to approve or disapprove a Distributor’s change of business name, formation of a partnership or corporation. Any Distributor who changes his or her business format to utilize a business entity (e.g., corporation, trust, partnership, LLC, LLP, etc.) must submit a properly completed Business Entity Application. If the Company approves such a change by a Distributor, the organization’s name and the names of the principals of the organization must appear on a new Distributor Application and Agreement along with the social security number(s) or federal identification number as may be applicable. b.) Change of Marital Status If two existing Distributors marry, they may maintain separate Distributorships. Should spouses separate or divorce or if significant others separate, they must notify the Company of the on-going ownership and management of the Distributorship; otherwise, the Company will consider the person whose social security number was originally listed in the Company computer system as the continuing Distributor. The Company shall not make any changes to the Distributorship until it receives a settlement agreement signed by both parties or divorce documentation from a court of competent jurisdiction. If there is any dispute over the disposition of the Distributorship or the Distributorship income or assets, the Company reserves the right to hold all commissions, bonuses and rebates in escrow until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction. c.) Death or Incapacity Upon the death or incapacity of the Distributor, his or her interest in the Distributorship and any outstanding commissions, bonuses and rebates, together with the Distributorship obligations, shall pass to his or her successor(s) in interest upon written application by the successors and approval by the Company. The successor Distributor must sign a new Distributor Application and Agreement and continue to fulfill all responsibilities of the Distributorship. d.) Sale, Assignment, Transfer or Other Changes in Ownership A Distributor may not sell, assign or otherwise transfer his or her interest in the Distributorship or any other Distributorship rights without prior written approval from the Company. The Distributorship must be offered in writing first to the Distributor’s Sponsor. “Sponsor” shall mean The Limu Company Distributor who first introduced the prospective Distributor to The Limu Company and provided a comprehensive explanation of The Limu Company opportunity and products to the applicant. If the Sponsor declines the offer, the Distributor must offer the Distributorship for sale to the first five (5) immediate upline Distributors. If they decline, then the Distributor may offer the Distributorship to any other person or entity, but only on the same terms and conditions as offered to the upline and the Sponsor. A Distributor who sells his or her Distributorship shall not be eligible to reapply to become a Distributor for a period of twelve (12) months after the sale. The Company reserves the right to review the sale agreement and to verify any upline Sponsor who declines the purchase. The sale agreement must contain the following provisions: (1) the seller must agree to be bound by terms of Section IV, Confidentiality/Non-solicitation/Non-Competition of these Policies and Procedures; (2) the parties must agree upon the ownership of the inventory of the Distributorship, if any; and (3) the purchaser must agree to be responsible for all acts and omissions of the seller in contravention of the Distributor Agreement. e.) Addition or Deletion of Partners, Shareholders, or other Equity Interest Holders The Company reserves the right, at its sole discretion, to approve or disapprove any proposed admission of partners, shareholders, or other equity interest holders to any legal entity which is a Company Distributor. The admission of a partner, shareholder, or other equity interest holder must create a bona fide business relationship and must not involve the addition of inactive persons or entities which “pass through” income to others. If a partner, shareholder or other equity interest holder is deleted from the Distributorship, the remaining owners shall be responsible for all acts or omissions in contravention of the Distributor Agreement by those who have left the Distributorship, for a period of one year after the date of the deletion of the partner, shareholder, or other equity interest holder. A deleted partner, shareholder or other equity interest holder shall not be eligible to reapply to become a Distributor for a period of twelve (12) months after the date of their termination. f.) Change of Sponsor A change of Sponsor is not permitted. A one-time change of downline placement is permitted within 90 days of the date the Distributor Agreement is signed, utilizing the Placement Change Form. Maintaining the integrity of - 28 -

Sponsorship is mandatory for the success of the overall organization. However, if The Limu Company or the Sponsor made an error in the placement of a new Distributor, his or her Sponsor may submit a written, signed correction request within 90 days of the enrollment and the error will be corrected. g.) Dissolution of the Business Upon the dissolution of a corporation or partnership that owns the Distributorship, the ownership will be transferred pursuant to the agreement among the principals or upon an order of a court of competent jurisdiction, upon written notification to the Company. If one or more of the Distributorship’s principals terminates his or her ongoing relationship with the Company by disposing of his or her equity interest, such parties, including the departing party, shall continue to be bound by the terms of Section IV, “Confidentiality/Non-solicitation/NonCompetition” for a period of one year. If a dispute arises over the disposition of the Distributorship’s assets or income, the Company may suspend the Distributorship and hold all commissions, bonuses and rebates in escrow until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction. VI. ADVERTISING, TRADEMARKS, COPYRIGHTS, AND MEDIA CONTACT

a.) Company-Approved Advertising and Sales Aids Distributors shall not advertise the Company, its products or services, or The Limu Company Compensation Plan except as specified by the Company. Samples of Company-approved advertising forms are available from the Company. These are the only forms that may be used to advertise the Company, its products, and The Limu Company Compensation Plan. These approved advertising forms cannot be modified or altered without written consent of the Company. The Limu Company reserves the right to modify these approved advertising forms at any time. Distributors agree to make no false or misleading representations, whether oral or written, about the Company, its products or services, and The Limu Company Compensation Plan. A Distributor may not produce, use or distribute any information relative to the contents, characteristics or properties of Company products or services that has not been provided directly by the Company. This prohibition includes, but is not limited to: electronic, print, audio or video media (radio and TV advertisements). A Distributor may not produce or reproduce training materials and/or catalogs. All materials pertaining to The Limu Company must be approved directly by the Company. Distributors are strictly prohibited from producing any of their own materials. Distributors using unauthorized materials are subject to disciplinary action up to and including, termination. b.) Use of Company Name, Trademarks, Service Marks, and Copyrighted Material The Company will not permit the use of its copyrights, designs, logos, slogans, color schemes, trade names, trademarks, service marks or other proprietary material of any nature without its prior written permission. These marks and materials are of great value to the Company and are supplied to the Distributor for the Distributor’s use only in the express, written authorized manner. Distributor agrees not to advertise The Limu Company products and services in any manner other than with the advertising or promotional materials made available to the Distributor or otherwise approved by the Company. Distributor agrees not to use electronic, written, printed, recorded or any other material in promoting or describing The Limu Company’s products or The Limu Company Compensation Plan, or any other aspect of the Company, other than with material copyrighted, supplied or approved by the Company. All Company materials, whether electronic, printed, on film, on magnetic media produced by sound recording or otherwise embodied, are copyrighted and or trademarked/service marked; whether such claim or mark is registered or not, it may not be reproduced in whole or in part by Distributors or any other person except as authorized in writing by the Company. A Distributor may not produce, sell or distribute printed or electronic literature of any nature, or films or sound recordings, which are deceptively similar in nature to those produced, published and provided by the Company for its Distributors; nor may a Distributor create, purchase, sell or distribute non-Company materials that imply or suggest that said materials originate from the Company. With respect to product purchases from the Company, Distributors must abide by all manufacturers’ use restrictions and copyright protections.

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c.) Verbal and Written Statements by Distributors The Distributor, as an independent contractor, is fully responsible for all of his or her verbal and written statements made regarding The Limu Company products, services and Compensation Plan that are not expressly contained in writing in the current Distributor Agreement, and advertising or promotional materials supplied directly by the Company. Distributor agrees to indemnify and hold the Company, its affiliates, subsidiaries, shareholders, agents, officers, directors and employees harmless from any and all liability including judgments, civil penalties, attorney fees, court costs or lost business incurred by the Company as a result of Distributor’s unauthorized representations. d.) Telephone Answering All Distributors are prohibited from answering the telephone and/or using any telephonic message/answering device that would in any way represent or imply that the Company employs the Distributor. e.) Telephone Directory Distributors may be listed in telephone directories as follows: “The Limu Company Independent Distributor” or “Original Limu™ Independent Distributor” followed by the Distributor’s name or company name, address and telephone number. f.) 800 and 888 and other Toll-Free Numbers A Distributor may list any toll free number under the name of his or her business as a The Limu Company Independent Distributor; however, the listing must not represent or imply that the Company employs the Distributor. g.) Telephone Solicitation and Automatic Calling Devices The use of the Company’s name or copyrighted materials with automatic calling devices or “boiler room” operations either to solicit Distributors or Retail Customers is prohibited. The use of these methods cannot be regulated by the Company and are therefore deemed a serious breach of the Distributor Agreement. Distributors using automatic calling devices or “boiler room” operations shall be terminated. Distributors using any telephone solicitation must comply with all applicable State and Federal laws, and must respect all entries in State and Federal do-not-call lists. h.) Direct Response The Limu Company does not allow its Distributors to engage in direct response sales fulfillment of its products and services through print, radio, television, direct mail, mail order forms, brochures, catalogs, annual directories or any other type of unsolicited direct response promotion or advertising. Exceptions to this will only be allowed with Company-provided direct response material; otherwise, all sales must be completed on a face-to-face basis unless pre-approved in writing by the Company. i.) Media Inquiries All media inquiries are to be immediately referred to the Company’s President or Vice President. This policy is to ensure accuracy of communication and a consistent public image for the Company. No Distributor is authorized to speak on behalf of the Company. Any Distributor doing so may be subject to disciplinary action up to, and including, termination. j.) Media Usage by the Distributor - Unpaid Media, Radio, Television, Personal Appearances Unpaid Media - Company Distributors are prohibited from employing unpaid media forms (including, but not limited to, news releases and articles) to publicize the Company or its products and services without written approval from the Company. Radio - Company Distributors are prohibited from using radio advertising to publicize the Company or its products and services. Television - Company Distributors are prohibited from using television and cable television to publicize the Company or its products and services. Personal Appearances - Appearances by Company Distributors on television or radio are prohibited unless approved in writing by the Company. k.) Internet Usage 1. TLC Personalized Homes Pages (Personalized TLC Websites) Each TLC Independent Distributor is offered the opportunity to purchase a TLC Personalized Home Page. This is a fully functional version of the official TLC Website, with the Distributor’s contact information displayed on the home page and the Distributor’s ID # embedded in the site so that the Distributor is given credit when a prospect orders product or enrolls as a Distributor on the site.

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A Distributor’s Personalized Home Page may be taken off line by the Company: (1) if the Distributor is in violation of the Company’s Policies; (2) at any time after the Distributor’s Agreement has been terminated or placed on suspension; (3) if a Distributor fails to pay their website fees; (4) if inappropriate links are made to the website. TLC makes no guarantees or representations regarding the success or usefulness of Personalized Home Pages provided by TLC. INTERNET SERVICES PROVIDED BY TLC OR ITS VENDORS ARE SOLELY PROVIDED “AS IS.” TLC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. TLC may not be held liable for any downtime on TLC Personalized Home Pages due to server delays or problems, viruses, maintenance or any other reason whatsoever. 2. Distributor-Developed Independent Websites Distributors may develop their own independent websites, but must strictly adhere to the following rules and requirements: Distributors must submit a complete hard copy of the website they propose to use to TLC’s Compliance Department and receive written authorization to use the site prior to taking the site live or allowing any third-party viewing of the site. Any changes to an approved website must likewise be submitted to TLC’s Compliance Department and receive written approval. TLC charges a $50.00 fee to review new and edited Distributor-produced websites up to 20 printed pages. The fee must be included along with the hard-copy submitted to the company for approval. TLC reserves the right to charge an additional fee to review websites exceeding 20 printed pages. Distributors may not charge a fee to directly or indirectly use or access their website or a replicated likeness thereof. It is, however, permissible for access to be limited to those within their own organization. No product sales or enrollments may occur from any website other than a Personalized TLC Website or TLC’s official corporate website, including but not limited to Distributor-developed websites, eBay and online shopping malls. Distributors may link from their independently produced websites to their respective Personalized TLC Websites, from which product sales and enrollments may occur. TLC will ship all orders from Distributors’ Personalized TLC Websites directly to the customer. Distributors’ independent websites must not contain any improper testimonials, income claims, or product claims. TLC will not provide legal advice to Distributors on their advertising material. TLC will simply approve or disapprove proposed website content and will NOT assist Distributors in drafting or revising the content. It is each Distributor’s responsibility to seek their own independent legal counsel to assure that the material they propose to publish complies with the law. Regardless of any legal opinion furnished by a Distributor’s counsel, the decision whether to approve or disapprove content shall be at TLC’s discretion. Like any advertisement or promotional material, all website content and images must comply with TLC’s Policies & Procedures. The words “Independent Distributor for The Limu Company, LLC” must be conspicuously posted on the Home Page along with the Distributor’s name or business name (dba), and a valid contact telephone number. In no way should any independent website give the impression of being the official website of The Limu Company rather than that of an Independent Distributor. A Distributor’s independent website cannot directly or indirectly contain product or business opportunity information relating to any company other than The Limu Company. Copyrighted and trademarked material, as well as people or model images cannot be posted to a Distributor’s independent website without obtaining an appropriate license or release from the owner. It is each Distributor’s responsibility to ensure that his or her independent website does not infringe on the trademarks, copyrights, intellectual property, privacy or publicity rights of any third party. All TLC images are copyrighted, however images found in the Forms & Materials Library in Online Office are pre-approved for use by TLC Distributors in good standing with the Company. Independent Distributors may not publish, post or distribute any material on their websites or in connection with TLC that is defamatory, libelous, disparaging, threatening, offensive, harassing, abusive, obscene, pornographic, in violation of applicable law, or that inhibits others from enjoying the TLC website or Independent Distributor websites. Determination whether a link is objectionable is at TLC’s discretion. TLC DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF OR RELATED IN ANY WAY TO DISTRIBUTORS’ INDEPENDENT WEBSITES. Independent Distributors will be held responsible for any statements or other content that is posted on Independent Distributors’ websites or email, including liability for harm caused by such statements or material.

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Metatags, imbedded text or graphics, or other techniques that utilize the trademarks, company names, product names, or intellectual property of any non-TLC products in order to divert traffic to a Distributor’s website are prohibited. Likewise, Distributors 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 Distributor’s termination or cancellation of his or her business for any reason, the former Distributor shall remove his or her independent website from the Internet. With the exception of TLC Personalized Home Pages, the use of “The Limu Company” or “Original Limu” name within a URL address/domain name or e-mail address, or any derivative thereof, is not permitted (by way of example, but not limitation: limucompany.com, limuco.com, originallimu.com. or limucompanyseller@aol.com are impermissible URLs and email addresses). TLC Independent Distributors may not use any domain name or email address that includes any reference, whether abbreviated or not, to TLC's name, product or services, except in connection with the Personalized TLC Home Page program. When using the name of any registered trademark of The Limu Company, including but not limited to “The Limu Company” and “Original Limu”, the following designation must be made: “ ‘__________’ is a registered trademark belonging to The Limu Company, LLC.” It is each Distributor’s responsibility 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. TLC’s approval of a Distributor’s independent website is not an endorsement of the validity of the company’s privacy policy. Distributors bear the sole and exclusive liability associated with their actions for violation of any laws or regulations relating privacy requirements. Distributors owning or operating independent websites agree to indemnify and hold TLC harmless for any damage, liability, fine, sanction, judgment, settlement, award, or other financial injury incurred that results from or relates to the Distributor’s independent website. l.) Health and Income Claims Federal, state and provincial laws limit the health and medical claims that can be made with respect to dietary supplements. No product claims can be made by The Limu Company Distributors other than those approved and provided by the Company in writing. In addition, all Company Distributors are expressly prohibited from making any income claims including implied income claims such as lifestyle changes. m.) Testimonials Testimonials must be Distributor’s own and must not include any product claims, claims of cure, or treatment for any ailment. Testimonials may not imply that any of The Limu Company products can help, prevent, or cure any disease. All testimonials must include appropriate disclaimers indicating that: 1. The product is a dietary (food) supplement, not a drug; 2. It has not been evaluated by the FDA and is not intended to diagnose, treat or cure any disease or illness; 3. The testimonial is based on the Distributor’s personal experience; 4. The science has not been developed to the extent necessary to independently verify such experience; and 5. Each individual will have a unique response when using the product.

VII. VIOLATIONS OF THE DISTRIBUTOR AGREEMENT/DISCIPLINARY ACTIONS a.) Notice of Violation The Limu Company Compliance Department should be notified immediately in writing of any and all details including, but not limited to, the date(s), location(s) and nature of all Policy and Procedure violations, and the identity of the Distributor(s) who has allegedly violated the Policies and Procedures. b.) Disciplinary Actions The Company reserves the right to institute disciplinary action against any Distributor, at any time, when it is determined by The Limu Company that the Distributor has violated the provisions of the Distributor Agreement, including the provisions of these Policies and Procedures, as may be amended from time to time, or the provisions of applicable laws and standards of fair dealing. The Company shall take such disciplinary action at its sole discretion. The Company shall notify the Distributor of its disciplinary action by mail at the latest address listed with the Company for the Distributor. Disciplinary actions may include, but are not limited to: termination, suspension, probation and/or - 32 -

fine. The Limu Company reserves the rights to fashion and apply other disciplinary actions appropriate for the violation involved. c.) Termination 1. Termination by the Distributor The Distributor Agreement may be terminated at any time, for any reason, by a Distributor submitting to the Company a signed and notarized letter of voluntary termination. If the Distributor has no downline organization the Company may, at its sole discretion, waive the notarization requirement. Once terminated, the Distributorship is no longer available for transfer or sale. 2. Termination by the Company The Company reserves the right to immediately terminate any Distributor upon written notice, at any time, for cause, when The Limu Company determines in good faith that the Distributor has violated the provisions of the Distributor Agreement, including the provisions of these Policies and Procedures, as may be amended from time to time, or the provisions of applicable laws and standards of fair dealing. The right of a terminated Distributor to receive compensation from the Company ceases immediately from the date of the termination. Furthermore, a terminated Distributor must stop sponsoring The Limu Company Distributors, using The Limu Company promotional materials, trademarks, trade names, service marks, logos and color schemes, and copyrighted material, representing himself or herself as a Distributor of The Limu Company or acting in any way which may be adverse to the business of The Limu Company or its Distributors. 3. Effect of Termination If a Distributorship is voluntarily or involuntarily terminated for any reason, the terminated Distributor will permanently lose all rights as a Distributor. The former Distributor shall not be eligible to sell The Limu Company products and services, nor shall he or she be eligible to receive commissions, bonuses, or other income resulting from his or her activities and/or the activities of his or her former downline sales organization. In the event of voluntary or involuntary termination for any reason, the terminated Distributor waives all rights he or she may have, including but not limited to, property rights to his or her former downline organization and to any bonuses, commissions or other remuneration derived through his/her sales and/or the sales and other activities of his/her former downline organization. If a Distributor’s termination is determined to be wrongful following final arbitration proceedings, the Distributor shall be reinstated as a Company Distributor in his/her original position and shall be paid those commissions that were withheld during the period of termination. This shall be Distributors’ sole and exclusive remedy for wrongful termination. Distributors release The Limu Company, its directors, officers, shareholders, employees, assigns, and agents (collectively referred as “affiliates”), against claims for consequential and/or exemplary damages. d.) Refunds Upon Termination If a Distributor has terminated the Distributor Agreement, The Limu Company will repurchase from such Distributor on reasonable commercial terms, currently marketable product inventory purchased by that Distributor for resale prior to the date of termination. “Reasonable commercial terms” shall include the repurchase of marketable inventory purchased within sixty (60) days from the order date at no less than 90% of the Distributor’s original net product cost less shipping costs, appropriate set-off and legal claims. Inventory shall not be considered currently marketable if returned for repurchase after the products’ commercially reasonable usable or shelf life period has passed or if The Limu Company clearly discloses to the Distributors prior to purchase that the products are seasonal, discontinued, or special promotion products and are not subject to the repurchase obligation. For health reasons, The Limu Company’s products are not considered re-sellable if the product seal or package seal has been broken. Any commissions, bonuses or rebates paid to upline Distributors on or in connection with returned products may be deducted from such upline Distributor’s commissions, bonuses and rebates payable. The Limu Company reserves the right in its sole discretion to repurchase inventory of a terminating Distributor, or otherwise provide a refund, even though such repurchase or refund is not required by law or by the provisions of this Section, and to deduct commissions, bonuses, and rebates previously paid to the terminating Distributor’s upline. Further, The Limu Company’s repurchase obligation shall be subject to such rules and procedures as The Limu Company shall include at its discretion from time to time. Further, this repurchase obligation shall not apply to inventory if a Distributor has previously certified falsely that seventy percent (70%) of the total amount of previously purchased products had been sold. If a state has enacted a specific buy back requirement that varies from the foregoing, The Limu Company shall repurchase inventory in accordance with applicable state law. THIS REFUND POLICY SHALL NOT APPLY TO DISTRIBUTORS WHO ARE IN VIOLATION OF ANY OF THE PROVISIONS OF SECTION IV (CONFIDENTIALITY/NON-SOLICITATION/NON-COMPETITION) OF THESE POLICIES AND

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PROCEDURES, OR ANY FUTURE MODIFICATIONS TO SUCH PROVISIONS. THE LIMU COMPANY WILL NOT ACCEPT RETURNED PRODUCT FROM ANY DISTRIBUTOR OR FORMER DISTRIBUTOR WHO IS IN VIOLATION OF SUCH PROVISIONS. e.) Return Authorization Number Prior to returning inventory for a refund, repair or replacement, Distributors must contact The Limu Company Distributor Service Department to obtain a Return Authorization number and a return address. The Return Authorization Number must appear on each package returned to The Limu Company. If any product is returned to The Limu Company without a Return Authorization Number on the outside of the shipping box, it will be rejected and returned at the Distributor’s cost. If a shipment is received with a Return Authorization Number affixed that includes products that were not part of the return authorization process, then The Limu Company may return these products at the Distributor's cost. If the unauthorized returns cannot be shipped back to the returning Distributor, then the Company may dispose of the products without any further liability to the Distributor. f.) Rejoining After Termination Distributors who voluntarily terminate, or are terminated by the Company, are prohibited from rejoining the Company for twelve (12) months after their effective termination date. The Limu Company reserves the right to reject the application of a terminated Distributor who engages in Company activities (including assisting another Company Distributor in his or her Company business) while they are not on record as an authorized Distributor. VIII. ORDERING AND SHIPPING

Each Distributor shall order products, services and sales aids directly from the Company. By signing and submitting an order form or placing a telephone or automated order with The Limu Company and/or The Limu Company fulfilling an order, a Distributor certifies to The Limu Company that the Distributor is bound by and in compliance with the most recent version of these Policies and Procedures. a.) Methods of Ordering Product and Sales Aids can be ordered by any of the following methods: Telephone Orders - credit card orders can be placed over our order line Monday through Friday during The Limu Company’s published regular business hours. When ordering by telephone, please do not mail your order form since this can lead to duplication of orders. For verification purposes, the credit card holder must place the credit card order. Mail or Fax Orders - orders may be mailed or faxed by sending a completed, signed copy of an official order form to The Limu Company at the address or fax number on the bottom of the form. Please select the appropriate form from the following options: order section of the Distributor Application & Agreement (new Distributors only), order section of the Preferred Customer Application & Agreement (new Preferred Customers only), or Product Order / AutoShip / AutoAdvantage Form. Forms may be downloaded from the Online Office section of the Company web site. An acceptable form of payment must accompany the order. Internet Orders - Internet orders may be placed by accessing The Limu Company’s web site at www.thelimucompany.com. Internet orders may be paid by Visa, MasterCard, Discover or American Express. b.) Forms of Payment All orders must be prepaid by money order, cashier’s checks, personal checks, bank drafts, or acceptable credit cards only. The Limu Company currently accepts the following credit cards: MasterCard, Visa, Discover, and American Express. If payment is by bank draft, a Bank Draft Authorization Form must be completed and received by The Limu Company before the bank draft will be accepted. The Limu Company does not accept cash payments. For verification purposes, the credit card holder must place a credit card order. All forms of payment are to be made payable to The Limu Company. c.) Placing Your Order Each Distributor is responsible for placing and paying for his or her own order. Another person may not place orders on behalf of a Distributor. This is for your protection as well as the protection of the Company and the integrity of the Compensation Plan. Distributors must pay for their orders with their own credit card, money order, bank draft or check. The Limu Company will accept credit card orders only from the Distributor for whom the credit card is issued. There is a $20 US minimum for orders.

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d.) Processing Deadlines 1. Monthly Bonuses Telephone orders - must be placed by the close of business on the last calendar day of the month to be included in the current month’s volume calculation. Mail and Express Mail orders - must be received (not just postmarked) by the close of business on the last calendar day of the month to be included in the current month’s volume calculation. Internet and Fax orders - must be received by 11:59 PM Eastern Standard Time on the last day of the month to be included in the current month’s volume calculation. If any of the deadlines mentioned above fall on a weekend or holiday when The Limu Company Order Entry Department is closed, the deadline for that month will be the prior business day. Orders that do not meet the above processing deadlines will automatically be included in the month’s volume in which payment is received. 2. Weekly Quick Start Bonus Weekly Quick Start Bonus pay cycles begin on a Thursday and end the following Wednesday. Telephone orders - must be placed by the close of business on Wednesday to be included in that week’s volume calculation. Mail and Express Mail orders - must be received (not just postmarked) by the close of business on Wednesday to be included in that week’s volume calculation. Internet and Fax orders - must be received by 11:59 PM Eastern Standard Time on Wednesday to be included in that week’s volume calculation. 3. AutoAdvantage (AutoShip) Orders AutoAdvantage (AutoShip) orders are processed on the 5th and 20th of each month. New AutoShip orders received by the close of business on the last day of the calendar month will take effect in the following calendar month. Changes to existing AutoShip orders received by the close of business at least 5 business days prior to the existing AutoShip date will take effect that month. Changes received less than 5 days prior to the desired change will take effect the following month. e.) Payment Shortages and Overages There may be times when over payments or shortages occur on a Distributor’s order. The Distributor’s account will be credited for any over payments. If a payment shortage exceeds $10.00, the order will be returned to the Distributor. The shortage can include payments for products, sales tax, shipping charges and administrative fees. If the payment shortage is $10.00 or less, the order will be processed and The Limu Company will either direct bill the Distributor or debit the Distributor’s Commission account. The Company reserves the right to offset such payment shortages against credits due to the Distributor or against any commissions, bonuses, or rebates due to the Distributor. The Limu Company also reserves the right to hold all future orders until an outstanding amount from a preceding order is fully satisfied. f.) Shipping and Handling The Limu Company has negotiated the best possible shipping service at the lowest price available. The Company strives to ship Distributor orders within forty-eight (48) hours of receipt. Regular shipment is by one of several ground services. All orders are subject to a minimum $9.00 shipping charge per order. Please refer to the most recent version of the order forms to determine the current shipping charges. Distributor can also have their orders sent by expedited delivery for an additional charge. Please refer to the most recent version of the order forms for current rates. Upon receipt of a shipment, the Distributor should confirm that the contents match the bill of lading that he or she received with the shipment. If anything is incorrect, the Distributor should accept delivery, note on the delivery receipt those incorrect items and then contact the Distributor Service Departments within five (5) days of delivery. If anything is damaged, the Distributor should accept delivery, note the damage on the delivery receipt, set aside the damaged products for future inspection by the shipping agent and then contact the Distributor Service Department. g.) Back Orders If The Limu Company is temporarily out of stock on ordered merchandise, you will receive a “Back Order” notice with your shipment. Back Orders are automatically filled first as new inventory arrives. Volume is credited to

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the month in which the Company received the payment for the original order. If the product is on back order for longer than thirty (30) days, the Distributor will be given the opportunity to change to another product or cancel that part of his or her order that is out of stock. IX. GENERAL PROVISIONS a.) Policy and Pricing Changes The Company shall be entitled to make changes in product, sales aids or service prices and availability at any time. Such pricing and availability changes shall become effective upon publication by The Limu Company. The Company expressly reserves the right from time to time to alter or amend its Policies and Procedures and Compensation Plan, at its sole discretion. The latest version of these documents appears online in the Online Office section of the Company website at www.thelimucompany.com. A Distributor’s continued ordering and reselling Company products and services, promoting The Limu Company business, or both, after such amendments, shall constitute the Distributor’s agreement to those amendments and a legally binding amendment of the Agreement, Pricing, Policies and Procedures and Compensation Plan, as applicable. In the event of any conflict between the terms of the Distributor’s Application and Agreement, Policies and Procedures or any other document and such amendment, the amendment shall control. b.) Indemnity 1. The Distributor shall indemnify and hold The Limu Company, its affiliates, subsidiaries, shareholders, agents, officers, directors, and employees harmless from and against all claims, demands, liability, loss, damage or expense arising from or in connection with (1) the Distributor’s breach of the Agreement, (2) the failure of the Distributor to pay appropriate taxes, (3) the Distributor’s operation of his or her Distributorship, or (4) the Distributor’s violation of any applicable federal, state or local law. c.) Excessive Credit Card Chargebacks or Returned Checks Distributors placing credit card orders must use their own credit card. Multiple credit card chargebacks to The Limu Company, including chargebacks caused by unauthorized use of the credit card by another Distributor, may result in the Company refusing to accept that credit card. Checks returned to The Limu Company due to insufficient funds more than two (2) times may result in The Limu Company refusing to accept any further checks from the issuing Distributor and may lead to disciplinary action up to, and including, termination. Checks returned to The Limu Company due to the account being closed or stopped payment will result in The Limu Company refusing to accept any further checks from the issuing Distributor. The Limu Company or its check processing agent may charge a twenty-five dollar ($25.00) processing fee to the issuing Distributor for each returned check. If the state in which the Distributor is a resident has specific legislation that limits the amount chargeable for returned checks, then The Limu Company or its agent may charge the maximum amount allowable by law. The Limu Company shall have a right of set-off for any amounts owed by the Distributor to The Limu Company as a result of such chargebacks or returned checks. If a check is returned for any reason, The Limu Company may suspend the issuing Distributor until the problem with the check is resolved or an alternative form of payment is received. The Limu Company reserves the right to take further disciplinary action against the issuing Distributor up to, and including, termination. d.) Agreement with the Company These Policies and Procedures and The Limu Company Compensation Plan, including any future modifications thereof, are incorporated into the Agreement, and the Agreement constitutes the entire Agreement of the parties regarding their business relationship. In the event of a conflict between the Policies and Procedures, as amended from time to time and any other documents now or hereafter made part of the Agreement, the terms of these Policies and Procedures shall prevail. e.) Regulatory Approvals Federal and state regulatory agencies do not approve or endorse direct selling programs; therefore, Distributors may not represent that the Company’s program has been approved or endorsed by any governmental agency. f.) Exceptions to the Policies - Waiver of Compliance by the Company The Company shall not waive its right to insist on compliance with the Agreement or with the applicable laws governing the conduct of a business. This is true in all cases, both expressed and implied, unless an officer of the Company, who is authorized to bind the Company, specifies in writing that the Company waives any of these - 36 -

provisions. In addition, any time the Company grants a written waiver to a Distributor for an exception to the Agreement, that waiver does not extend or permit any future waiver(s). g.) The Law That Governs Our Agreement The Agreement is governed by and construed in accordance with the laws of the State of Florida unless the laws of the state in which a Distributor resides expressly requires the application of its laws to this transaction (in which case such state law shall govern). All disputes and claims relating to The Limu Company and/or the Agreement shall be settled totally and finally by arbitration in Seminole County, Florida, or such other location as The Limu Company prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure. All issues related to arbitration shall be governed by the Federal Arbitration Act. If a Distributor files a claim or counterclaim against The Limu Company, he or she shall do so on an individual basis and not with any other Distributor or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the losing party. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Notwithstanding this arbitration provision, The Limu Company may apply to any court having jurisdiction for a writ of attachment, a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect The Limu Company’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. The parties consent to jurisdiction and venue before any federal or state court in Seminole County, State of Florida for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. If the law of the state in which the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation, that state’s law shall govern issues relating to jurisdiction and venue. h.) Jury Trial Waiver The Limu Company and each of its Distributors voluntarily, intentionally, and irrevocably waive the right to a trial by jury in any actions, proceedings, counterclaims, or cross-claims arising out of or in connection with the Agreement, the relationship of The Limu Company and its Distributors or any course of conduct or course of dealing between The Limu Company and its Distributors. i.) Federal and State Laws From time to time there may be amendments to these Policies and Procedures required by certain states or countries which shall be incorporated into such Policies. j.) Severability - What Happens if Part of the Agreement is Deemed Invalid? Should any portion of these Policies and Procedures, the Agreement, or any other instruments referred to herein or issued by the Company be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect and the unenforceable provision shall be amended so as to be enforceable in such jurisdiction. X. STATE ADDENDA Certain states enact laws or regulations that may differ from these Policies and Procedures. In those situations, the applicable laws shall prevail. The addenda on the following pages identify those states that currently have laws that require amendments to the Policies and Procedures. These amendments apply only to those Distributors resident in the particular state. Georgia Addendum 1. Cancellation and Buy-Back Policy. The Company will honor minimum cancellation rights to the participant in accordance with OCGA §10-1-415 (d) (1), (2) and (3), which code sections provide as follows and are set forth verbatim: “(1) If the participant has purchased products or paid for administrative services while the contract of participation was in effect, the seller shall repurchase all unencumbered products, sales aids, literature, and promotional items which are in a reasonably resellable or reusable condition and which were acquired by the participant from the seller; such repurchase shall be at a price not less than 90% of the original net cost to the participant of the goods being returned. For purposes of this paragraph, ‘original net cost’ means the amount actually paid by the participant for the goods, less any consideration received - 37 -

by the participant for purchase of the goods which is attributable to the specific goods now being returned. Goods shall be deemed ‘resellable or reusable’ if the goods are in an unused, commercially resellable condition at the time the goods are returned to the seller. Goods which are no longer marketed by the company shall be deemed ‘re-sellable or re-usable’ if the goods are in an unused, commercially resellable condition and are returned to the seller within one (1) year from the date the Company discontinued marketing the goods; provided, however, that goods which are no longer marketed by a multi-level distribution company shall not be deemed ‘re-sellable or re-usable’ if the goods are sold to participants as nonreturnable, discontinued, or seasonal items and the nonreturnable, discontinued, or seasonal nature of the goods was clearly disclosed to the participant seeking to return the goods prior to the purchase of the goods by the participant. Notwithstanding anything to the contrary contained in this paragraph, a multi-level distribution company may not assert that any more than fifteen percent (15%) of its total yearly sales per calendar year to participants in dollars are from nonreturnable, discontinued, or seasonal items; “(2) The repayment of all administrative fees or consideration paid for other services shall be no less than ninety percent (90%) of the costs to the participant of such fees or services and shall reflect all other administrative services that have not, at the time of termination, been provided to the participant; and “(3) The participant may be held responsible for all shipping expenses incurred in returning sales aids or products to the company but only if such responsibility of a canceling participant is disclosed in the written description of the cancellation rights.” The cancellation and buy-back policy above is controlling and overrides any contrary language in any other company materials. 2. Pursuant to OCGA § 10-1-415(d)(3), notice is given that the participant shall be responsible for all shipping expenses incurred in returning sales aids or products to the Company.

XI. INTERNATIONAL ADDENDA a.) Personal Use Policy International Customers or Members may order up to a three-month supply of The Limu Company’s products for their own personal use or for use by members of their immediate family. Not more than three months’ worth of products per Customer or Member may be ordered each quarter. “Immediate family” includes a father, mother, children, or spouse with whom the Customer or Member permanently resides. Under no circumstances may such product be resold or distributed to any other person or third party. The most recent and applicable version of this document is posted in TLC’s Online Office at http://online.thelimucompany.com

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Exhibit A. DISTRIBUTOR SALES VERIFICATION FORM The Limu Company DISTRIBUTOR SALES VERIFICATION FORM In its effort to support the efforts of its Distributors, The Limu Company randomly samples its field force on a regular basis to verify their compliance with sales, inventory and supervisory requirements. As a leader in your business, we need your assistance in this effort. Consequently, you have been chosen to participate in this month’s sample. As you are aware, Distributors must fulfill minimum sales requirements, as well as comply with the 70% rule to qualify and remain eligible for commissions and bonuses. Please complete the attached form documenting at least four (4) individual retail customers during the month of ___________. You will also be required to certify compliance with the 70% rule and indicate your supervisory activities during the month. Please return the completed form to The Limu Company Compliance Department before the 15th of ______________. DISTRIBUTOR SALES VERIFICATION For the month of _________________, please provide the following information regarding your sales to retail customers: DATE NAME OF CUSTOMER CUSTOMER’S PHONE # PRODUCT _____________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________

70 PERCENT RULE VERIFICATION
I certify that at least seventy percent (70%) of the products purchased during the month of _______________ have been sold. The seventy percent (70%) is calculated based upon the Distributor cost of the products purchased. SUPERVISION VERIFICATION Please list specific supervisory and training activities you have carried out for your business during the month of _________________. Examples of such activity include written correspondence, personal meetings, telephone communications, voice and electronic mail communications, training sessions, and accompanying individuals to Company meetings. Be specific. ________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________

______________________________ Distributor Signature ______________________________ Distributor ID#

____________________________________ Distributor Name (please print)

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