Policies and Procvsvsedures Vemma Europe en for UK

Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland

www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT

COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596

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Vemma Europe Procedures and Policies

1. Introduction

Vemma Europe is a direct sales company run with the highest ethical

standards of network marketing. It combines some of the best direct sales

features based upon its founders years of experience in the industry.

Vemma Europe, as the exclusive and sole importer of Vemma products,

offers high quality food supplements and energy drinks. The business

activity of Vemma Europe is based on an exclusive license granted by

Vemma Nutrition Company, Arizona, USA.

Any company which represents that a Brand Partner will achieve financial

success without working the program or by relying solely on the efforts of

others should be disregarded. Furthermore, any company that ties

compensation and financial success solely to recruiting efforts rather than

actual sales for ultimate use by Consumers is ultimately destined to collapse.

A Vemma Europe Brand Partner is an entrepreneur, and like any other

independent business person, his or her success or failure depends on his or

her personal efforts. No direct sales company can legitimately guarantee its

independent contractors any particular income, profit or success. Vemma

Europe provides an opportunity for Vemma Europe Brand Partners and

Consumers to enrich the quality of their lives by using Vemma products.

The Company also provides equal access to financial success for any

Vemma Europe Brand Partners willing to properly work and cooperate with




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Vemma Europe in the promotion and sale of Vemma products within the

framework of the Vemma Europe Compensation Plan and in reliance upon

the conditions of the Vemma Europe Procedures and Policies.

2. Definitions

In the Regulations, the following words and expressions have the following

meanings:

a) Vemma Europe Vemma Europe Limited, a company incorporated

under the laws of Ireland and whose registered business address is The

Harbour, Kilcock, Co. Kildare, Ireland

b) Vemma Europe Procedures and Policies this document

c) Regulations the Vemma Europe Procedures and Policies

d) Vemma business the Vemma program of product distribution, which is

based on the principles of direct sales and network marketing

e) Brand Partner/Vemma Europe Brand Partner an individual running

a registered business, or an organization which is not a legal entity, or a legal

entity which concludes the Distribution Agreement with Vemma Europe in

accordance with the Regulations

f) Active Brand Partner a Brand Partner who has paid for at least one

order of a Vemma Product in the immediately preceding month

g) Vemma trademarks the following registered trademarks: Vemma,

Verve, Vemma Verve, Vemma Premium, Vemma Europe, Vemma Nutrition

Program, Vemma Suite, V2 Fridge Brick and other trade names including

the Vemma trademark




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h) Compensation Plan a document which defines the rules regarding

commissions to Brand Partners; the Compensation Plan is an integral part of

the Distribution Agreement

i) Products/Goods products which are displayed on the official Vemma

Europe Online Store website www.vemmaeurope.com at the moment of

placing an order

j) Back Office an online service for Vemma Europe Brand Partners

k) Price list product prices located on the official Vemma Europe website:

www.vemmaeurope.com

l) Application form a document including all the necessary Brand Partner

personal data and other data required by the provisions of law

m) Distribution Agreement an agreement defining the rights and

obligations of Vemma Europe Brand Partners and Vemma Europe

n) Consumer an individual who buys goods or services for purposes

unrelated to their trade, business or professional activity

o) Website the official Vemma Europe website located on

www.vemmaeurope.com

p) VID number a personal and confidential Vemma Identification

Number

3. Vemma Europe scope of activity

3.1. Vemma Europe is a company which sells Goods through Vemma

Europe Brand Partners in Europe in accordance with the Regulations. The

Brand Partner can purchase the Goods at promotional prices specified in the




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current price list of the Products, published on the official Vemma Europe

website, and resell and distribute the Products at a profit, on their behalf and

at their own risk. The price of Goods and amount of commissions which the

Brand Partner can receive due to the resale of Products is defined in the

current price list located on the Back Office or Website.

3.2. Additionally, Vemma Europe offers the opportunity of cooperation as

an Active Vemma Europe Brand Partner. An Active Vemma Europe Brand

Partner may build a network organization consisting of other Vemma Brand

Partners. The Brand Partner receives commissions for performing their

activity in accordance with the Compensation Plan. The types and amounts

and rules of earning commissions and the conditions which a Brand Partner

must fulfill in order to obtain the status of an Active Vemma Europe Brand

Partner are defined in the current Compensation Plan located on the Back

Office.

4. General terms and conditions

4.1. The Distribution Agreement can be concluded with a legal entity or an

adult individual who has full capacity to enter into legal transactions. The

Distribution Agreement cannot be concluded with a Consumer.

4.2. In the event that a legal entity desires to sign the Distribution

Agreement, the Application Form should indicate the individual who is

authorized to represent the legal entity according to company and civil law

and the registered office of the legal entity. Vemma Europe, before signing

the Distribution Agreement, may require the provision of certified copies or




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excerpts from the chamber of commerce, court registry or another official

register of legal entities.

4.3 Except as otherwise stated in these Policies, all Vemma Brand Partners

must be the age of majority and meet all other criteria in the

state/province/country in which they distribute Vemma products.

4.4. In the event of a married couple, Vemma Europe permits a married

couple to perform Vemma business as two Vemma Europe Brand Partners

with two independent Vemma Europe accounts or jointly as one Vemma

Europe Brand Partner with one joint Vemma Europe account. Each spouse

shall in every case undertake to sign the Application form and the

Distribution Agreement and they are jointly responsible for performing the

Distribution Agreement and for any violations of the Regulations.

Furthermore, spouses are obliged to have the same Enroller or one spouse

can enroll the other. In the case of a divorce or separation, spouses who

jointly run Vemma business are obliged to immediately inform Vemma

Europe about such circumstances in order to make a decision regarding

further cooperation.

4.5. Each Vemma Europe Brand Partner undertakes to provide their tax and

VAT number (if they are VAT registered). Upon Vemma Europes request

the Brand Partner submits a written statement from the local tax authority

concerning their tax or VAT number.

4.6. Each Vemma Europe Brand Partner who signs the Distribution

Agreement is automatically issued a personal and confidential Vemma




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Identification Number (VID). Thereafter, the VID shall be used for all Brand

Partner orders, network organization building, correspondence and inquiries.

4.7. An individual or legal entity desiring to become a Vemma Europe

Brand Partner can register through the Website or via mail using a paper

Application Form. Registration follows by completing an online Application

Form located on the Website, printing, signing and sending this Application

Form and the Distribution Agreement to Vemma Europe. The status of

Vemma Europe Brand Partner is acquired after acceptance and receipt of the

signed Distribution Agreement from Vemma Europe, which shall then

contact the new Brand Partner with courtesy information. Vemma Europe

hereby reserves the right to reject an Application Form at its discretion and

without giving a reason.

4.8. It is possible to become a Vemma Europe Brand Partner via an existing

Brand Partners corporately-hosted Website.

4.9. Registration as a Vemma Europe Brand Partner is neither paid nor

requires any purchase or order nor any additional initial fee.

4.10. A Vemma Europe Brand Partner has the status of an independent sole

proprietor. In no provision herein, or described in the Regulations, shall the

Brand Partner be deemed as an employee, agent or representative of Vemma

Europe. The Brand Partner, as a sole proprietor, runs their business at their

own risk and under their management, at their own determined time and

place, and supplies all of their own equipment and tools for operating their

Vemma business, such as telephones, professional services, an office and

transport. The Brand Partner is fully responsible for any third party claims




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including but not limited to damages, liabilities, fines or material breaches in

relation to the Brand Partners activity.

4.11. A Brand Partner is obliged to immediately notify Vemma Europe

about any changes of their data and additional information included in the

Application Form.

4.12. A new Brand Partner can request a placement change within 5 days of

the date of signing-up, only under certain circumstances (i.e. clerical error,

etc.). Vemma Europe will assess the placement change request and make its

decision based on the facts of each case. Ultimately, Vemma Europe, at its

total discretion, has the final decision to accept or reject any and all

placement changes. These changes may be received by hardcopy application

or by email.

4.13. A new Brand Partner can request a change of Enroller. This change

may be requested within 10 days of the entry date of the person for whom

the Enroller is changing. These changes must be requested by the current

Enroller. Vemma Europe has the final decision to accept or reject any

Enroller change requests, regardless of when they are placed.

5. Brand Partner rights and obligations

Vemma Europe Active Brand Partners are entitled to:

a. sell and market Products and profit from these sales;

b. participate in the Vemma Europe Compensation Plan;

c. enroll individuals into their network organization;

d. receive a FREE website for marketing purposes as long as they are active;




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e. use the Brand Partners online service the Back Office

6. Succession

6.1. Upon the death or incapacity of the Brand Partner, the rights to bonuses

and marketing position, together with the Brand Partners responsibilities

may be passed to the Brand Partners heirs or other beneficiary upon written

application and upon Vemma Europes receipt of all necessary

documentation required by Vemma Europe, provided that the inheriting

person qualifies as a Brand Partner.

6.2. In case an account has been kept together with the life partner or spouse,

the business relationship does not automatically end with the death of one of

the partners, but the remaining partner continues the relationship solely.

Credit balances, resp. proprietary rights resulting from this business

relationship are included in the deceased persons estate and so they have to

be transferred to the heir or the heirs, verifying the legally binding

devolution order.

6.3. In case whereas the rights to bonuses and marketing position within

Vemma Europe are disposed of in a will, Vemma Europe will transfer the

above-mentioned rights and obligations according to its terms, provided that

the beneficiary qualifies as a Brand Partner.

6.4. The heir or other beneficiary is obliged to meet the requirements

provided for the Brand Partner within 3 (three) months of the death of the

deceased Brand Partner.




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6.5. In case where the deceased Brand Partner has not indicated his heirs or

other beneficiary according to sec. 6.1 above or in his will, the deceased

Brand Partners account will be suspended until the time the heirs deliver the

documents proving their rights. If the heirs fail to deliver the required

documents within 6 (six months) after the Brand Partners death, the account

will be closed. The account will also be closed if none of the heirs or other

beneficiary meets requirements provided for the Brand Partner within 3

(three) months from the death of the deceased Brand Partner. In such cases,

by request of the notary (as a court commissioner), Vemma Europe will

notify and hand over all accounts and deposits belonging to the deceased

Brand Partner.

6.6. The successor Brand Partner must fulfill all responsibilities of the Brand

Partner and he or she may be an existing Brand Partner as long as he or she

complies with all Vemma Europe Policies and Procedures.

6.7. During any time that Vemma Europe account may be temporarily

without an owner, or a gap in ownership occurs due to probate or other court

procedures, the upline Enroller or above shall be responsible for operating

this account for the necessary period of time.

7. Enroller Policies

7.1. All Active Vemma Europe Brand Partners have the right to enroll

others. In addition, every individual has the ultimate right to choose their

own Enroller. If two Brand Partners should claim to be the Enroller of the

same new Brand Partners, Vemma Europe shall investigate the dispute and




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make an independent determination as to the proper Enroller. All Brand

Partners agree to accept and abide by this decision and understand that the

decision of Vemma Europe is deemed final.

7.2. The responsibility of the Enroller is to work with new Brand Partners,

helping them learn the business and encouraging them during the critical

early months. Enrollers are not required to carry an inventory of products or

sales aids for new Brand Partners. Any Brand Partners who enroll other

Brand Partners must fulfill the obligation of performing a bona fide

supervisory, distribution and selling function in the sale or delivery of

Products to the ultimate Consumer and in the training of those enrolled. A

Brand Partner must have ongoing contact, communication and management

supervision with his or her sales organization. Examples of such supervision

include, but are not limited to: product presentation, retail sales training,

newsletters, written correspondence, personal meetings, telephone contact,

voice mail, electronic mail, training sessions and accompanying individuals

to Vemma Europe training. Brand Partners should be able to provide

evidence to Vemma Europe, as requested, of ongoing fulfillment of Enroller

responsibilities when asked by Vemma Europe.

7.3. The Brand Partner responsible for operating the deceased Brand

Partners account according to sec. 6.6 above may only undertake actions

necessary to protect the interests of the deceased Brand Partners heirs or

other beneficiary, in particular the responsible Brand Partner may not

receive any commissions from this account.




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7.4. Vemma Europe policy encourages prospects to contact the Brand

Partner who first introduced them to Vemma Europe. If a prospect does not

have a Brand Partner contact, Vemma Europe will provide him or her with

an Active Vemma Europe Brand Partner contact.

8. Advertising & Promotional Conditions

8.1. The name and symbols of Vemma and other names as may be adopted

by Vemma Europe are proprietary trade names and trademarks of Vemma

Europe, Vemma Nutrition Company, US and New Vision.

8.2. Vemma Europe hereby grants each Vemma Europe Brand Partner a

limited, non-exclusive license to use Vemma trademarks, service marks, and

other marks in conjunction with the performance of Brand Partner duties and

obligations under the Distribution Agreement and the corresponding

regulations specified herein (hereinafter referred to as the Marketing

License). All Vemma trademarks are and shall remain the exclusive

property of Vemma Europe or Vemma Nutrition Company, US or New

Vision. The Marketing License herein shall be effective only during the term

of this Distribution Agreement. However, it is prohibited for a Brand Partner

to claim any ownership of Vemma trademarks (i.e. registering for a business

name using the name Vemma, V2 Fridge Brick, Verve or any other

Vemma trademarks in any way, shape or form) unless it has been approved

in writing by Vemma Europe.

8.3. Any Brand Partner agrees not to advertise Products in any way other

than with the advertising or promotional materials made available to the




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Brand Partner by Vemma Europe and materials pre-approved by Vemma

Europe. Brand Partners agree not to use any written, printed, recorded or any

other material in advertising, promoting or describing the Product or Vemma

Europe marketing program, or in any other manner, any material which has

not been copyrighted and supplied by Vemma Europe, unless such material

has been submitted to Vemma Europe and approved in writing by Vemma

Europe before being disseminated, published or displayed.

8.4. Brand Partners agree to make no false or fraudulent representations

about Vemma Europe, the Products, the Vemma Europe Compensation Plan

or income potentials.

8.5. In addition, Brand Partners are allowed a limited license to download

approved Vemma Europe images from its website in conjunction with the

performance of Brand Partner duties and obligations under the Distribution

Agreement and corresponding Vemma Europe Policies and Procedures.

However, Vemma Europe has certain images on its website that are

prohibited from downloading. These images will be specifically marked as

copyrighted and cannot be downloaded.

8.6. Any Brand Partner with a domain name utilizing any of the Vemma

trademarks (i.e. Vemma, V2 Fridge Brick, Verve, etc.) is subject to

Vemma Europes right to request the Brand Partners domain name be

transferred to Vemma Europe. All Brand Partners must continue to adhere to

all other Regulations and the Advertising & Promotional Conditions herein

as well as stating on their website(s) they are a Vemma Europe Brand

Partner. Testimonials, health/medical claims, income claims, disparaging




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domain names, comments, remarks, etc. will not be allowed. All Vemma

Europe Brand Partners agree and acknowledge that all Internet advertising,

websites and listing pages must be approved in writing by Vemma Europe

and must comply with all Vemma Europe Policies and Procedures.

8.7. A Brand Partner may develop their own marketing techniques, so long

as they are not in violation of any conditions of the Regulations, or any legal

regulations in force. Unless Vemma Europes prior written approval is

received, the use, production or sale of any sales aid or materials other than

those provided by, or approved in writing by Vemma Europe to other Brand

Partners for use in promoting Vemma products is prohibited.

8.8. No claims as to the safety, therapeutic or curative properties of the

Products, or regarding the Products, may be made except those officially

approved by Vemma Europe or as contained in the official Vemma Europe

marketing materials, located on www.vemmaeurope.com . No Brand Partner

may make or publish any claims that the Products are medicinal or useful in

the treatment, prevention, diagnosis or cure of any disease. Medical claims

regarding the Products are strictly prohibited. The use or publication of any

scientific articles, literates or testimonials made by doctors or scientists

concerning the Products or ingredients without prior consultation and written

approval of Vemma Europe is forbidden. Due to the different regulations

between the USA and the European Union regarding rules of the advertising

of food supplements, Vemma Europe suggests using only the Product

marketing materials published on the Website www.vemmaeurope.com or in

the Vemma Europe Brand Partners space in the Back Office, which have




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been approved by Vemma Europe experts. A Brand Partner should

recommend that any Consumer who is currently under a physician's care, or

on any medical treatment, seek the advice of their healthcare provider before

altering their nutritional regime.

8.9. Unless Vemma Europes prior written approval is obtained, projections

of income earnings and potentially misleading income representations are

strictly prohibited. The financial success of a Brand Partner depends entirely

upon that Brand Partner's individual effort, dedication, training and

supervision the Active Vemma Europe Brand Partner provides to their

downline and Vemma business.

8.10. Any and all references Vemma Europe Brand Partners make to

themselves must clearly set forth the Brand Partner's independent status. For

example, if the Brand Partner has a business telephone, the telephone may

not be listed under Vemma's name or in any other manner that does not

disclose the independent contractor status of the Brand Partner.

8.11. Regardless of what type of product is sold by another direct sales

company or network marketing company, Vemma Europe Brand Partners

shall not directly or indirectly solicit any Vemma Europe Brand Partner or

Consumer participating in the Vemma Europe Consumer program, to

another direct sales company or network marketing company. This includes,

but is not limited to, soliciting to join, sell or purchase products or services

other than Vemma products or services. Vemma Europe Brand Partners

agree that Vemma Europe shall determine, in its sole and absolute




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discretion, whether any activity violates the provisions set forth in the above

paragraph.

8.12. The Products may not be displayed and/or sold to the general public in

any office or business/commercial outlet, online, eBay, Allegro, Internet

store fronts or through home shopping network programs (i.e., HSN, QVC).

Exceptions to this rule are listed below. Owners of commercial

establishments may be joined into the business, but must conduct their

Vemma business outside their store or in a private office/room that is not

accessible to, or in view of the general public. This policy assures all

Vemma Europe Brand Partners an equal opportunity to be successful in their

Vemma business. Vemma Europe Brand Partners may display and/or sell

Products in offices and other areas located in private clubs that are not

accessible to, or in view of, the general public.

8.13. All Vemma Europe Brand Partners agree, acknowledge and

affirmatively accept that anything placed (photos, testimonials, statements,

marketing materials, etc.) on a social networking website such as

myspace.com, youtube.com, facebook.com, imeem.com, Blogger, etc. must

be submitted to Vemma Europe for review and written approval prior to

doing so. All Vemma Europe Brand Partners must continue to adhere to all

other Vemma Europe Policies and Procedures and the Advertising &

Promotional Conditions herein. Testimonials, health/medical claims, income

claims, disparaging comments, remarks, etc. will not be approved or

allowed.




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8.14. Brand Partners are encouraged to display and/or sell the Products at

trade shows and expositions. Before submitting a deposit for an event, it is

the sole responsibility of the Brand Partner to contact the event sponsor to

determine whether another Brand Partner has reserved a booth at such an

event. Accordingly, a Brand Partner must be aware that more than one

Brand Partner may attend an event. Although Vemma Europe does not

require pre-approval for its Brand Partner to attend an event, all literature

and marketing materials displayed at the event must be approved by Vemma

Europe, in advance, in writing, and must clearly identify the individual(s) as

(a) Vemma Europe Brand Partner(s).

8.15. Brand Partners are not allowed to display and/or sell Products in places

where their sale is prohibited by law.

8.16. All Vemma Europe materials, whether printed, electronically

produced, computer generated on film, or produced by sound recording, are

copyrighted and may not be reproduced, in whole or in part, by a Brand

Partner or any other person, except as authorized by Vemma Europe.

Permission to reproduce any materials will only be considered in exceptional

circumstances. Brand Partners are prohibited from making audio or video

recordings of speeches, discussions or presentations made by any Vemma

Nutrition Company, US or Vemma Europe company officer, authorized

agent, representative or employee, unless specifically authorized in writing

by a Vemma Europe company officer. A Brand Partner may not produce,

sell or distribute literature, films, electronic or computer generated print

media, or sound recordings that are deceptively similar in nature to those




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produced, published and provided by Vemma Europe for its Brand Partners.

Nor may a Brand Partner purchase, sell or distribute non-company materials,

that imply or suggest that the said materials originate from Vemma Europe.

8.17. Any display ads or trademark advertising copy, other than covered in

the foregoing rules, must be submitted to Vemma Europe and approved by

Vemma Europe, in writing, prior to publication.

8.18. Any enquiries by the media must be referred immediately to Vemma

Europe. The purpose of this policy is to ensure an accurate and consistent

public image. A Vemma Europe Brand Partner may not act as a

spokesperson for Vemma Europe or make a statement for the mass media.

8.19. Brand Partners may list themselves in the white pages under "Vemma"

provided that the words "Brand Partner" immediately precede their name

and/or telephone number. A Brand Partner is also permitted to place a pre-

approved Vemma Europe advertisement in the yellow pages at the Brand

Partners expense. Vemma Europe suggests that these advertisements be

placed in the Health and/or Nutrition products sections of the directory.

8.20. Vemma Europe Brand Partners may not re-label, modify or re-package

any Vemma products, sales aids or Vemma Europe provided materials under

any circumstances.

8.21. Vemma Europe Brand Partners are prohibited from recording, filming,

taping or otherwise capturing or broadcasting in any form whatsoever any

Speaker or Celebrity presentations or appearances at any event. Brand

Partners are prohibited from altering, modifying and/or transferring press

releases and/or celebrity photos to benefit their personal advertising




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purposes. Brand Partners are prohibited from using, reusing, broadcasting,

displaying, reproducing, distributing and reprinting, in any form and through

any media, the image or likeness in a photograph, videotape, film, digital

medium, illustration or art work, the name, voice and biographical

information of any Speaker or Celebrity, in which it may be construed as a

celebrity endorsed product advertisement, unless otherwise approved in

writing by Vemma Europe.

8.22. As Vemma Europe continues to grow and the Vemma Europe brand

continues to develop, it is imperative that Vemma Europe maintains full

control of how everything associated with Vemma Europe is positioned in

the marketplace. All Vemma Europe merchandise and the manner in which

it is sold, is strictly controlled by Vemma Europe corporate office. Vemma

Europe will address any unapproved Brand Partners as they are brought to

the attention of Vemma Europe or Vemma Europe finds them.

8.23. Brand Partners may advertise Products using Verve/Vemma Car

Stickers available in the Vemma Online Shop at

http://brandstore.vemma.eu/. Any other advertising or promotional materials

need to be submitted to Vemma Europe and approved in writing by Vemma

Europe before being disseminated, published or displayed. Prior to issuing a

decision in such a case Vemma Europe reserves the right to require from

Brand Partners information about the vehicle

the stickers are to be displayed on, including a photo of the car. All costs of

the proceeding are covered by the Independent Brand Partner. Choosing this

form of advertising Products, the Brand Partner agrees not to use any




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advertising or promotional materials in advertising or promoting any other

products or services. The Brand Partner is obliged to keep the vehicle in

good condition, especially clean. This form of advertising is prohibited for

Brand Partners with previous traffic offences.

8.24 Brand Partners found in violation of this policy will be suspended,

effective immediately. A Brand Partner will be notified of the policy

violation via e-mail and they will have forty-eight (48) hours to remove the

non-compliant information from all web postings and marketing materials.

Failure to comply may result in termination of Vemma membership. Brand

Partners found twice in violation of the prohibition law set forth in point

7.12 (on Product sale online, in office or business/commercial outlet,

Internet store fronts or through home shopping network programs) will be

terminated effective immediately.

9. Vemma Europe Compensation Plan and Commissions

9.1. The Vemma Europe Compensation Plan provides a Commission paid

weekly for performance of the Distribution Agreement under the rules

defined in the Vemma Europe Compensation Plan.

9.2. The minimum amount of Commission paid is EUR 10. Vemma Europe

will charge EUR 1,50 for each payout (bank fee). A due Commission shall

be paid to the bank account indicated in the Application Form. The Brand

Partner is obliged to immediately inform Vemma Europe in writing about

any bank account changes. Vemma Europe may demand a refund of the

bank costs (bank costs) arising from the indication of false or incomplete




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bank details by the Brand Partner. Moreover, the Brand Partner hereby

agrees that Vemma Europe may deduct the bank costs from the Commission

defined in point 9.3. below. Payments to an unfamiliar bank account or a

bank account which has a different Brand Partners address than that

indicated in the Application Form are impossible. In the case of legal

entities, payments are made to the registered office of a legal entity. It is not

possible to pay into the bank account of the branch of a legal entity. The

Brand Partner is obliged to give the bank account number for payouts within

90 (ninety) days of registration.

9.3. Commissions defined in the Vemma Europe Compensation Plan shall

be paid based on a proper invoice or account (bill) for the performance of

marketing services by Vemma Europe Brand Partners. Brand Partners

undertake to provide Vemma Europe at the end of each month with an

original invoice for their services.

9.4. Vemma Europe hereby reserves the right to suspend the payment of

Commissions until the Brand Partner provides an invoice in accordance with

point 9.2. above or other official documents regarding the Brand Partners

business activity e.g. tax number, VAT number. In the event of a suspension

of payment the Brand Partner is not entitled to claim any interest.

9.5. The Brand Partner hereby authorizes and agrees to the deduction by

Vemma Europe of Commissions defined in point 9.3. above in the event that

the Brand Partner does not pay for the ordered and delivered Products in due

time, or in the event of the cancellation of Direct Debit payments, so-called

reversals, by the bank or of groundless cancellation by the Brand Partner.




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9.6. If the Brand Partner has questions about or believes any errors have

been made regarding bonuses, Downline Activity Reports, charges, or

changes, the Brand Partner must notify Vemma Europe within fifteen (15)

days of the date of the purported error or incident in question. Vemma

Europe is not responsible for any errors, omissions or problems not reported

within fifteen (15) days.

9.7. A Vemma Europe Brand Partner is exclusively responsible for VAT

registration and for fulfilling duties related to financial statements; in no

event is Vemma Europe liable for such duties. Moreover, a Vemma Europe

Brand Partner is solely responsible for the payment of income tax, social

security and any other related taxes; Vemma Europe is not liable for such

payments in any circumstances.

10. Buy-back policy

10.1. Any Vemma Europe Brand Partner who resigns and wishes to return

products to the Company should notify Vemma Europe of his or her

intention by contacting Customer Service. Vemma Europe will repurchase

the products that are in resalable condition, including advertising material

and sales tools as well as product samples, at a price equal to the Brand

Partners original purchase price, minus shipping and a 10% administrative

fee, provided that the Brand Partner has complied with all the terms and

conditions contained in these policies.




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10.2. The Brand Partner must contact the Customer Service regarding the

return of products within fourteen (14) days from the date he/she resigned

from being a Brand Partner. The Brand Partner must list all the items to be

returned, the quantities of each item and the sales order number(s) under

which each of the items was most recently purchased. Products will not be

considered resalable if they are unusable (i.e., shelf life has passed, the

product has been opened or the product or version of the product is no

longer carried by Vemma Europe).

10.3. Once the Brand Partner contacts Customer Service regarding buy-

back, he or she will be provided with a Return Merchandise Authorization

Number (RMA), as well as the address to which the merchandise should be

shipped. All products must be returned within two (2) months of the Brand

Partners notice to the Customer Service of his/her intention to make use of

this return policy. This Return Merchandise Authorization Number must be

clearly marked on the outside of each box being returned. Any merchandise

being returned must be sent prepaid. Brand Partners are encouraged to use

traceable means of transport, as Vemma Europe is not responsible for items

lost in transit.

10.4. Once the merchandise has been processed, the account will be credited

or a refund processed in the manner of original payment (i.e., a credit will be

issued on the credit card originally used for the product purchase).

10.5. Any advancements in the Vemma Europe Compensation Plan, bonuses

or awards achieved as a result of these purchases by the returning Brand




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Partner will be reversed and the amount(s) deducted from the Brand

Partner's refund. The Company will place a debit on the account(s) of the

upline Brand Partners for any commissions, rebates, bonuses or awards

received or paid on product returned from a Brand Partner.

10.6. Inventory loading is prohibited. Vemma Europe is a company built on

the quality of its products and Brand Partners are strictly prohibited from

purchasing products or encouraging other Brand Partners to purchase

products solely for the purpose of qualifying for commissions or bonuses.

To insure that no inventory loading occurs, each Brand Partner wishing to

receive commissions under Vemma's Europe Compensation Plan must

certify that seventy percent (70%) of products previously purchased have

been sold to or consumed by end users, and keep accurate records of

monthly sales to specific Customers. These records will be subject to

inspection and audit by the Company upon reasonable notice. Each order

placed by a Brand Partner constitutes the Brand Partner's certification to the

Company of the foregoing. Each Brand Partner acknowledges that Vemma

Europe is relying on such certifications in paying Brand Partner

commissions. Vemma Europe will not repurchase products or issue refunds

on products certified as having been consumed or sold. Falsely representing

the amount of product sold or consumed to advance in the Vemma Europe

Compensation Plan shall be grounds for termination. To discourage any

Brand Partner from encouraging other Brand Partners to circumvent the




24

inventory loading prohibition, the Company will recover any bonuses made

to a Brand Partner's upline related to any violation of this policy.

11. Confidentiality

11.1. Downline reports and all other reports and genealogical information,

including, but not limited to, downline sales organization information and

commission recap statements, are proprietary and confidential to Vemma

Europe. Every Vemma Europe Brand Partner who is provided with such

information must treat it as confidential and take care to maintain its secrecy

and refrain from making any use thereof for any purpose other than the

management of his or her downline sales organization.

11.2. As a result of membership in Vemma Europe, the Brand Partner will

have access to Confidential Information which they acknowledge to be

proprietary, highly sensitive and valuable to Vemma business and is being

made available to them solely and exclusively for purposes of furthering the

sale of Vemma products and for the prospecting and training of third parties

who may desire to become Brand Partners and to further build and promote

Vemma business.

11.3. "Trade Secret" or "Confidential Information" shall mean information,

including any formula, pattern, compilation, program, device, method,

technique or process, that: a) derives independent economic value, actual or

potential, from not being generally known to other persons who can obtain

economic value from its disclosure or use; and b) is the subject of efforts

that are reasonable under the circumstances to maintain its secrecy.




25

11.4. Whenever Vemma Europe makes Confidential Information available

to Brand Partners, it shall be for the sole purpose of conducting Vemma

business.

11.5. Brand Partners shall not use, disclose, duplicate or otherwise make any

Confidential Information available to anyone other than Brand Partners,

without the prior written consent of Vemma Europe.

11.6. Brand Partners shall not directly or indirectly use, capitalize upon or

exploit any Confidential Information for their own benefit, or for the benefit

of anyone else, other than for the purpose of conducting Vemma business.

11.7. Brand Partners shall maintain the confidentiality and security of the

Confidential Information in their possession and protect it against disclosure,

misuse, misappropriation or any other action inconsistent with Vemma's

rights.

12. Violation of the Regulations and Termination of the Distribution

Agreement

12.1. Each of the Parties of the Distribution Agreement may terminate the

Distribution Agreement with a 1-month notice based on the mutual

agreement of both Parties or a unilateral written declaration of will on the

termination of the Distribution Agreement by a Party with effect at the end

of the following month.

12.2. If the Brand Partner chooses to resign by written notice, the letter must

be signed by all Parties listed on the Distribution Agreement. Once the

Brand Partner has voluntarily resigned, their Vemma business will be




26

terminated and no longer exist. The Brand Partner who resigns by written

notice may re-apply as a Brand Partner under the original Enroller or may

re-apply under a new Enroller after a fifty-two (52) week waiting period. If

the Brand Partner chooses to re-apply, whether under their original Enroller

or a new Enroller, they will be placed at the bottom of that Enrollers line. In

each case, the Brand Partner must complete an Application Form and

receive Vemma Europes written approval.

12.3. Vemma Europe may, at its option, immediately terminate this

Agreement by giving written notice thereof to the Brand Partner upon the

occurrence of the following circumstances:

a. The Brand Partner is inactive for 24 weeks

b. Any violation of the Procedures and Policies and the Distribution

Agreement c. The Brand Partner is in arrears for the Products for at least 3

months.

12.4. Vemma Europe reserves the right to temporarily suspend the rights of

a Vemma Europe Brand Partner as defined in the Distribution Agreement at

any time when it is determined that the Brand Partner may have violated the

provisions of the Regulations or the Distribution Agreement. Such a

suspension shall be made by Vemma Europe at its discretion. Upon a

suspension, Vemma Europe shall notify the Brand Partner, in writing, at the

latest address listed with Vemma Europe for the Brand Partner. In the event

of a suspension, the Brand Partner agrees to immediately cease representing

themselves as the Brand Partner. Any suspension notice will be sent by mail,

electronic mail or fax to the Brand Partners address. The Brand Partner will




27

be given a specified amount of time from the date of notification in which to

appeal the suspension in writing. The Brand Partners appeal

correspondence must be received by Vemma Europe within that time frame.

If the appeal is not received within that time period, the suspension will

automatically be deemed final. If the Brand Partner files a timely appeal of

suspension, Vemma Europe will review and reconsider the suspension,

consider any other appropriate action, and notify the Brand Partner of its

decision. The response time from Vemma Europe may vary dependant upon

individual circumstances or the severity of the violation. Vemma Europes

decision will be final and subject to no further review.

12.5. A Vemma Europe Brand Partner placed under suspension shall not

have the right to represent themselves as the Brand Partner, purchase

products from Vemma Europe, receive any Commissions, nor be eligible to

attend Vemma Europe functions until such a time as the suspension has been

lifted. If any previously accrued volume is flushed during the suspension or

as a result of a suspension, it will not be restored.

12.6. In the event of a violation based on point 10.3. Vemma Europe has the

right to seek compensation for damages resulting from lost profits,

interlocutory injunctive relief to prevent the continuation of this practice and

final injunctive relief.

12.7. A Vemma Europe Brand Partner terminated due to point 10.3. above

may not re-apply to become a Vemma Europe Brand Partner or Consumer of

Vemma Europe.




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13. Additional conditions

13.1. In consideration to Vemma Europe for the receipt of Confidential

Information, it is further agreed that for the term of the Distribution

Agreement, Vemma Europe Brand Partners shall not take or encourage any

action, the purpose or effect of which would be to circumvent, breach,

interfere with or diminish the value or benefit of Vemma's contractual

relationships with any Vemma Europe Brand Partner. Without limiting the

generality of the foregoing, for the term of the Distribution Agreement,

Vemma Europe Brand Partners agree not to, directly or indirectly, contact,

solicit, persuade, enroll or accept any Vemma Europe Brand Partners,

Vemma Consumer or anyone who has been a Vemma Europe Brand Partner

or Consumer for the last six months, into, or to encourage any such person in

any way to promote opportunities in marketing programs of any direct sales

company other than Vemma Europe, Vemma Nutrition Company US or

New Vision. Furthermore, during the term of the Distribution Agreement,

Vemma Europe Brand Partners are prohibited from appearing in, being

referenced in, or allowing their name or likeness to be featured or referenced

in any promotional, recruitment or solicitation materials or activities for any

direct sales company, except Vemma Europe, Vemma Nutrition Company

US and New Vision. This includes, but is not limited to, sending emails,

maintaining a website, attending meetings or participating in conference

calls or other recruitment, field or company related events or activities for

any direct sales company other than Vemma Europe, Vemma Nutrition

Company US or New Vision.




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13.2. During the term of the Distribution Agreement and for a period of 12

calendar months following the termination of such an Agreement, for any

reason, a Brand Partner shall not disparage another Vemma Europe Brand

Partner, Vemmas products, services, compensation plan, or Vemmas

employees to other Vemma Europe Brand Partners or third parties.

Disparage shall mean making statements, whether true or false, that: (1)

discredit, or detract from the reputation of Vemma Europe, its products,

services, compensation plan, employees or Vemma Europe Brand Partners;

or (2) that present any of the foregoing in a negative light. Any questions,

suggestions or comments regarding these issues should be directed in

writing to Vemmas Corporate Offices only.

13.3. If any provision of the Regulations, in its current form or as may be

amended, is found to be invalid, or unenforceable for any reason, only the

invalid portion(s) of the provision(s) shall be severed and the remaining

terms and provisions shall remain in full force and effect and shall be

construed as if such (an) invalid, or unenforceable provision(s) never

comprised a part of these Policies.

13.4. The rules of the sale and return of goods, and product claims are

defined in the document entitled Terms and Conditions of the Vemma

Europe Online Store located on the official Vemma Europe website

www.vemmaeurope.com

13.5 The infringement of any provision of these Policies by the Brand

Partner may be deemed as the termination of the Agreement.




30

13.6 After the termination of the Agreement the former Brand Partner is not

allowed to sell the Products.

13.7. Vemma Europe uses all of the personal information in compliance with

the Vemma Europe Privacy Policy at:

http://vemmaeurope.com/documents/Privacy_Policy_EN.pdf

13.8. The rules governing the purchase of the Products, their guarantee and

returns are available at:

http://www.vemma.eu/documents/Terms_and_Conditions/Terms_and_Cond

itions_of_Vemma_Europe_Online_Store_EN_for_UK.pdf

13.9. Vemma Europe reserves the right to assign its rights for its activity at

any time wholly or partly to the third party and to use the services of the

third party.

13.10. A Brand Partner is not allowed to transfer their rights for Vemma

activity without prior written consent of Vemma Europe. An Independent

Brand Partner is obliged to provide an agreement under which they transfer

their rights. In the event of transferring the rights Vemma Europe collects an

administration fee to the amount of EUR 150.

31.10.2013

Documents

Policies and Procvsvsedures Vemma Europe en for UK