STATEMENT OF POLICIES AND PROCEDURES...by Modere Australia Pty Ltd ABN 11 065 366 458, (hereafter “Modere” or the “Company”) together with the Modere Social Marketer Agreement

S TAT E M E N T O F P O L I C I E S A N D P R O C E D U R E S

2 Policies and Procedures AU

TABLE OF CONTENTSSECTION 1 CORPORATE MISSION STATEMENT .................................................................................................................................. 4SECTION 2 INTRODUCTION ................................................................................................................................................................... 4 2.1 Policies and Compensation Plan Incorporated into Social Marketer Agreement 4 2.2 Purpose of Policies 4 2.3 Changes to the Agreement 4 2.4 Delays 4∑ 2.5 Policies and Provisions Severable 5 2.6 Waiver 5 2.7 Assignment 5

SECTION 3 BECOMING A SOCIAL MARKETER .....................................................................................................................................5 3.1 Appointment as a Social Marketer 5 3.2 Excluded Applicants and Appointments 5 3.3 No Product Purchase Required 6 3.4 No Sponsoring Requirements 6 3.5 New Social Marketer Registration 6 3.6 Social Marketer Benefits 6 3.7 Becoming a Customer 6 3.8 An Existing Customer Becoming a Social Marketer 6

SECTION 4 OPERATING A MODERE BUSINESS ...................................................................................................................................7 4.1 Adherence to the Modere Compensation Plan 7 4.2 Advertising 7 4.3 Bonus Buying Prohibited 10 4.4 Business Entities 10 4.5 Changes to Ownership of a Social Marketer Account 11 4.6 Unauthorized Claims and Actions 11 4.7 Commercial Retail Outlets 11 4.8 Trade Shows, Expositions, and Other Sales Forums 11 4.9 Conflicts of Interest 11 4.10 Cross-Sponsoring 12 4.11 Errors or Questions 12 4.12 Excess Inventory Purchases Prohibited 12 4.13 Holding Applications or Orders 12 4.14 Income Taxes 13 4.15 Independent Contractor Status 13 4.16 Insurance 13 4.17 International Marketing 14 4.18 Privacy 14 4.19 Minors 14 4.20 One Social Marketer appointment Per Social Marketer 14 4.21 Re-packaging and Re-labeling Prohibited 14 4.22 Research Fees 14 4.23 Roll-up of Social Marketer Organisation 14 4.24 Sale, Transfer, or Assignment of Social Marketer Account 14 4.25 Separation of a Social Marketer Account 15 4.26 Sponsoring 15 4.27 Prohibited Practice 15 4.28 Succession 16 4.29 Transfer Upon Incapacitation of a Social Marketer 16 4.30 Telemarketing Techniques 16 4.31 Loans and Bonus Advances 16


SECTION 5 RESPONSIBILITIES OF SOCIAL MARKETERS ................................................................................................................ 16 5.1 Change of Address, Email or Telephone 16 5.2 Continuing Development Obligations 16 5.3 Non-disparagement 17 5.4 Reporting Policy Violations 17

SECTION 6 SALES REQUIREMENTS ..................................................................................................................................................... 17 6.1 Product Sales 17 6.2 Sales Receipts 17

SECTION 7 BONUSES AND COMMISSIONS ......................................................................................................................................... 18 7.1 Bonus and commission Qualifications 18 7.2 Adjustment to Bonuses and commissions 18 7.3 Reports 18

SECTION 8 PRODUCT GUARANTEES AND RETURNS ....................................................................................................................... 19 8.1 Product Guarantee 19 8.2 Procedures for All Returns from Social Marketers to Modere 19

SECTION 9 DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS ...................................................................................... 19 9.1 Disciplinary Sanctions 19 9.2 Grievances and Complaints 20 9.3 Appeals of Disciplinary Sanctions 20 9.4 Class Action Waiver 20 9.5 Governing Law, Jurisdiction, and Venue 20

SECTION 10 ORDERING .......................................................................................................................................................................... 20 10.1 Customers 20 10.2 Purchasing Modere Products 20 10.3 General Order Policies 20 10.4 Back Order/Missing Items/Returns Policy 20 10.5 Confirmation of Order 21

SECTION 11 PAYMENT AND SHIPPING .................................................................................................................................................. 21 11.1 Insufficient Funds 21 11.2 Dishonoured Cheques 21 11.3 Restrictions on Third-Party Use of Credit Cards 21 11.4 Shipping Requirements 21 11.5 Product Delivery Requirements 21

SECTION 12 RENEWAL, SUSPENSION AND TERMINATION ............................................................................................................... 21 12.1 Renewal 21 12.2 Suspension 22 12.3 Termination of the Agreement 22 12.4 Voluntary Termination 23 12.5 Effect of Termination 23


SECTION 1 – CORPORATE MISSION STATEMENT WE INSPIRE PEOPLE TO ACHIEVE PERSONAL SUCCESS AND WELL-BEING THROUGH HIGH-PERFORMANCE, SAFE PRODUCTS, MEANINGFUL CONNECTIONS AND ENGAGING EXPERIENCES.

SECTION 2 – INTRODUCTION2.1 – POLICIES AND COMPENSATION PLAN INCORPORATED INTO SOCIAL MARKETER AGREEMENTThese Policies and Procedures as amended from time to time by Modere Australia Pty Ltd ABN 11 065 366 458, (hereafter “Modere” or the “Company”) together with the Modere Social Marketer Agreement and Application, the Modere Compensation Plan and the Modere Business Entity Application (if applicable) are incorporated into, and form an integral part of the Modere Social Marketer Agreement (together the “Agreement”). It is the responsibility of each Social Marketer to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. The most current version of these Policies and Procedures can be found on the company’s official Social Marketer website.

2.1.1 Associate Clause

‘Associate’ means in relation to a Social Marketer:

2.1.1.1 – if a Social Marketer is accustomed or under any obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person, (whether alone or together with others) – that person is deemed an Associate;

2.1.1.2 – if a person controls or is in a position to control, whether alone or together with other persons, the Social Marketer – that person is deemed an Associate;

2.1.1.3 – any person who is an ‘Associate’ within the meaning of Section 318 of the Income Tax Assessment Act 1936 of the Social Marketer on the basis that the Social Marketer is the primary entity for the purposes of that section.

2.2 – PURPOSE OF POLICIESModere is a direct sales company that promotes, supplies and sells Modere products to end users through or via independent Social Marketers. It is important to understand that your success and the success of your fellow Social Marketers is dependent upon the integrity of everyone who markets Modere products. To clearly define the relationship that exists between Social Marketers and Modere, and to explicitly set a standard for acceptable business conduct, Modere has established the Agreement.

Social Marketers are required to comply with all of the Terms and Conditions set forth in the Agreement which Modere may amend at its sole discretion from time to time, as well as all federal, state, territorial, and local laws governing their Modere business and their conduct. It is important that you read and abide by the Agreement. Please review the information in this manual carefully. It explains and governs in part the relationship between you, as an independent contractor, and the Company. The Agreement does not appoint you or authorise you to act as agent of the Company. If you have any questions regarding any policy or procedure, do not hesitate to seek an answer from anyone in your upline or from Modere.

2.3 – CHANGES TO THE AGREEMENTBecause federal, state, territorial, and local laws, as well as the business environment, periodically change, Modere reserves the right to amend the Agreement and its prices at its sole and absolute discretion. By signing the Agreement, a Social Marketer agrees to abide by all amendments that Modere elects to make to the Agreement. Notification of amendments may be published in official materials. Amendments shall be effective upon notice to all Social Marketers that the Agreement has been modified. Modere can give the Social Marketer and the Social Marketer is deemed to have been given notice by one or more of the following methods: (a) posting the amendments on the Modere’s official Social Marketer web site; (b) electronic mail (email) containing the amendments; (c) including the amendments in Modere periodicals; (d) including the amendments in product orders or bonus entitlements; or (e) including the amendments in special mailings.

The continuation of a Social Marketer’s Modere business or the acceptance of Modere bonuses and commissions, placing or causing a Customer to place a Modere product order or by renewing as a Social Marketer after notice of amendment is published constitutes acceptance by a Social Marketer of any and all amendments from time to time.

2.4 – DELAYSModere shall not be liable for delays or failures in performance of its obligations when performance is made impossible or impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, transport difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees or orders.


2.5 – POLICIES AND PROVISIONS SEVERABLEIf any provision of the Agreement is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part of the Agreement.

2.6 – WAIVERThe Company never gives up its right to insist on Social Marketer’s compliance with the Agreement and with the applicable laws governing the conduct of the Social Marketer’s Modere business. No failure of Modere to exercise any right or power under the Agreement or to insist upon strict compliance by a Social Marketer with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of Modere’s right to demand a Social Marketer’s strict compliance with the Agreement. Waiver by Modere can be effectuated only in writing by an authorized officer of the Company. Modere’s waiver of any particular breach by a Social Marketer shall not affect or impair Modere’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Social Marketer. Nor shall any delay or omission by Modere to exercise any right arising from a breach affect or impair Modere’s rights as to that or any subsequent breach.

The existence of any claim or cause of action of a Social Marketer against Modere shall not constitute a defense to Modere’s enforcement of any term or provision of the Agreement.

2.7 – ASSIGNMENTThe Social Marketer cannot transfer or novate any of the Social Marketer’s rights or obligations under the Agreement without the prior written consent of Modere or as otherwise expressly permitted by the Agreement.

SECTION 3 – BECOMING A SOCIAL MARKETER The Agreement is a legal and binding agreement between you as a Social Marketer and Modere. A Social Marketer Application and Agreement form and where appropriate, the Business Entity Details form, must be completed by the applicant/s who are applying for appointment as a Social Marketer. For the avoidance of doubt, completing a Social Marketer Application and Agreement form and a Business Entity Details form includes signing a hard copy of those forms and/or lodging an online copy of those forms.

3.1 – APPOINTMENT AS A SOCIAL MARKETERThe Company reserves the right to accept or reject any application for appointment as a new Social Marketer on and subject to the terms of the Agreement (which together with the enterprise or business created or employed by the applicant or appointee in connection therewith is sometimes referred to hereafter as the Social Marketer Account) without having to provide any reason for its acceptance or rejection.

To be eligible for appointment as a Social Marketer, each applicant must:

3.1.1 – In the case of an applicant who is a natural person - be of the age of eighteen (18) years or above;

3.1.2 – Reside in Australia;

3.1.3 – Submit a properly completed Social Marketer Application and Agreement to Modere;

3.1.4 – If the Social Marketer is a business entity or a company, it is properly registered and/or duly incorporated in Australia in accordance with applicable laws;

3.1.5 – In the case of an applicant intending to trade as a business (sole trader, partnership, company, or trust), a Business Entity Details form nominating a contact person for the Social Marketer must be completed and lodged with the Social Marketer Application and Agreement form;

3.1.5.1 – The contact person for the Social Marketer must complete the Social Marketer Application and Agreement form and all parties with an interest in the business (directors, partners, trustees or proprietors) of the Social Marketer Account must complete the Business Entity Details form, authorising the contact person to conduct the Social Marketer Account on behalf of the Social Marketer;

3.1.5.2 – An applicant completing and submitting a Social Marketer Application and Agreement intending to conduct the Social Marketer Account as a business must provide to Modere adequate documentation verifying they are authorised to enter into binding contracts on behalf of and to legally bind the Social Marketer.

3.2 – EXCLUDED APPLICANTS AND APPOINTMENTS

The following persons or entities are excluded from applying to be or being appointed as a Social Marketer or holding a Social Marketer Account:

3.2.1 – A recreational club, school or school support organisation, charitable organisation, a religious affiliate group or the like;

3.2.2 – Any person (other than an approved transferee pursuant to Section 4.24) who has or has had at any time in the twelve (12) months preceding lodgment of the Social Marketer Application and Agreement form with Modere any interest whatsoever in another Social Marketer Account, whether as a sole proprietor, partner, director,


company officer, shareholder, trustee, beneficiary or object under a trust or a married or de facto spouse or Associate of any of the aforementioned;

3.2.3 – Any person who owns or part owns another Social Marketer Account (other than as an approved transferee pursuant to section 4.24 or pursuant to section 4.28 Succession and section 4.29 Transfer Upon Incapacitation of a Social Marketer);

3.2.4 – A Modere employee, immediate family member residing with such an employee or a business in which a Modere employee participates or has any ownership interest cannot be appointed as a Social Marketer.

3.3 – NO PRODUCT PURCHASE REQUIREDNew Social Marketers are not required to purchase any Modere products in order to become or remain a Social Marketer. However, a new Social Marketer is required to purchase an informational Starter Kit, which contains helpful information and tools to conduct a Social Marketer Account.

3.4 – NO SPONSORING REQUIREMENTSA Social Marketer is not required to recruit, introduce or sponsor customers, other Social Marketers or applicants for appointment as a Social Marketer to be or remain a Social Marketer.

3.5 – NEW SOCIAL MARKETER REGISTRATION

3.5.1 – Post Applications

Original applications can be submitted by post to Modere.

3.5.2 – Fax and Scan Applications

Applications submitted to Modere via fax or scanned and sent via email constitute originals and there is no need to submit the original document. Faxed and scan applications must include both the front and back of the Application and Agreement.

3.5.3 – Online Applications

Social Marketer applicants may apply online on Modere’s official website or on Modere-sponsored Social Marketer websites.

3.6 – SOCIAL MARKETER BENEFITSOnce a Social Marketer Application and Agreement has been accepted by Modere, the benefits of the Compensation Plan and the Social Marketer Agreement are available to the new Social Marketer. These benefits include the right to:

3.6.1 – Purchase Modere products and services;

3.6.2 – Develop a Customer base and profit from these sales;

3.6.3 – Participate in the Modere Compensation Plan (receive bonuses and commissions, if eligible);

3.6.4 – Sponsor other individuals as Social Marketers into the Modere business and thereby build a sales organisation and progress through the Modere Compensation Plan;

3.6.5 Conduct their Social Marketer Account in their country of residence, or internationally where applicable, without any territorial exclusivity, unless specified otherwise by Modere;

3.5.6 – Receive periodic Modere literature and other Modere communications;

3.6.7 – Participate in Modere-sponsored support, service, training, and motivational and recognition functions, upon payment of appropriate charges, if applicable; and

3.6.8 – Participate in promotional and incentive initiatives and programs sponsored by Modere for its Social Marketers.

3.7 – BECOMING A CUSTOMERA person may register as a Modere Customer and shall be entitled to purchase Modere products and enjoy all programs offered to customers, but will not be recognised as a Modere Social Marketer. Once a Customer registers with Modere, his or her Customer account is linked to the referring Social Marketer or Customer (Sponsor) and becomes a member of the Customer Pod of the first-level upline Social Marketer. Customers may become Social Marketers with no waiting period. A Customer can become a Social Marketer under his or her original Sponsor. The Customers previously referred by that Customer are moved from the Customer Pod of the first-level upline Social Marketer and placed in the Customer Pod of the newly signed up Social Marketer.

3.8 – AN EXISTING CUSTOMER BECOMING A SOCIAL MARKETERAn existing Customer with no current Customer Points at the time of application to be appointed as a Social Marketer, may be accepted as a Social Marketer. An application by an existing Customer with Customer Points in a current calendar month, at the time of their application to become a Social Marketer in Modere, can be accepted if the date is less than the 25th of a calendar month, assuming all other appointment criteria are met. If the date of application is after the 25th of a calendar month, and the Customer has current Customer Points, the Customer must wait until after the end of the current calendar month to apply to become a Social Marketer. If the new Social Marketer has existing current Customer Points and is eligible to become a Social Marketer under the above conditions, all of the current Customer Points form part of the new Social Marketers customer volume. To be eligible for bonuses and commissions, the Social Marketer must place a qualifying order in the calendar month they become a Social Marketer.


SECTION 4 – OPERATING A MODERE BUSINESS4.1 – ADHERENCE TO THE MODERE COMPENSATION PLANSocial Marketers must adhere to the terms of the Modere Compensation Plan as set forth in official Modere literature. Social Marketers shall not offer the Modere opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Modere literature. Social Marketers shall not require or encourage other current or prospective Customers or Social Marketers to participate in Modere in any manner that varies from the program as set forth in official Modere literature. Social Marketers shall not require or encourage other current or prospective Customers or Social Marketers to execute any agreement or contract other than official Modere documents. Similarly, Social Marketers shall not require or encourage other current or prospective Customers or Social Marketers to make any purchase from, or payment to, any individual or other entity to participate in the Modere Compensation Plan other than those purchases or payments identified as recommended or required in official Modere literature.

4.2 – ADVERTISING

4.2.1 – General

All Social Marketers shall safeguard and promote the good reputation of Modere and its products. The marketing and promotion of Modere, the Modere opportunity, the Compensation Plan, and Modere products shall be consistent with the public interest, and must avoid all unlawful, discourteous, deceptive, misleading, unethical, or immoral conduct or practices. Accordingly, Social Marketers must submit all written sales aids, promotional materials, advertisements, and other literature (including proposed Internet advertising) to the Modere Digital Marketing Department for approval. Unless the Social Marketer receives specific written approval to use the material the request shall be deemed denied.

If the Social Marketer makes changes to Social Marketer advertising material, the revised advertising material must be submitted to the Modere Digital Marketing Department for review and approval prior to being used.

A Social Marketer shall not produce, sell and/or distribute (or cause same to be done) any sales aids that are deceptively similar or substantially identical to literature or material published and distributed by Modere or disguise unrelated material to create the impression that it emanated from or is authorised by Modere.

A Social Marketer shall not explicitly or implicitly require, represent to or coerce a prospective or existing Social Marketer that such person must subscribe to any sales aids or otherwise purchase or acquire sales aids or other motivational or educational material or business aids in order to become a Social Marketer.

All exhibits and publications of Modere products, materials and the business opportunity, including, but not limited to Modere’s name, logo and associated copyright material is prohibited in public places, unless prior permission is received from Modere. In such case the Social Marketer will use only approved Modere assets, images and word copy.

The Social Marketer shall ensure their first level sponsored is aware of any restrictions placed on advertising approved by Modere pursuant to this clause.

4.2.2 – Social Marketer Web Sites

If a Social Marketer desires to utilize an Internet web page to promote his or her business, he or she may do so through the Company’s official web site, using official Modere templates. Alternatively, Social Marketers may develop their own official Personal Web Pages (PWP’s); however, any Social Marketer who does so (a) must use the text of the Company’s official PWP web site templates; and (b) may not supplement the content of his or her web site with text from any source other than Modere. Social Marketers who develop or publish their own web sites must register their site(s) with the Digital Marketing Department and receive written approval prior to the site(s) public availability.

4.2.2.1 – Failure to register a website constitutes a material breach of these Policies and Procedures.

4.2.2.2 – Social Marketers shall not offer for auction any of Modere’s products on any Internet auction web page or website.

4.2.2.3 – Social Marketers shall not offer any of Modere’s products for sale on any portal other than via an approved Modere site.

4.2.2.4 – Modere Social Media Policy:

We all share a great enthusiasm for Modere products and the business opportunity that being a Social Marketer offers. Modere encourages all Social Marketers to share personal experiences regarding Modere services, business opportunity and products. It is important that Social Marketers read and familiarise themselves with the current Policies and Procedures before entering into any social media presence. However, for your protection and the protection of Modere and its goodwill, Modere has set forth the following polices with regard to the use of social media (other than outlined in section 4.2.2 Social Marketer Web Sites) in conducting your Social Marketer Account.


1. Social Marketers who choose to create a social media presence for themselves or their business do so with the understanding that establishment and content of such a presence, is not an endorsement of the content by Modere. In so doing, Social Marketers shall clearly identify themselves as an “Independent Modere Social Marketer”.

2. In using a social media outlet in connection with any Modere activity, Social Marketers must conduct themselves in keeping with the Modere Policies and Procedures.

3. Social Marketers must clearly identify themselves as such when interacting with others via any social media outlet.

4. Social Marketers should not use any Modere trademarks as part of their username/handle, group names, business pages or site names. There will be pre-approved resources available for Social Marketer use.

5. Social Marketers should not expressly advertise the sale of Modere products through the use of a social media site or otherwise use a social media outlet to cold contact others for selling.

6. Social Marketers should not spam, advertise or try to sell any product via social media sites. Social Marketers may refer persons to their personalized Modere web page or to the official Modere web page, but should not try to do individual business transactions via social media sites.

7. Social Marketers shall not conduct any recruiting activities via a social media site or service. If someone expresses interest in the Modere business opportunity via a social media outlet to a Social Marketer, the Social Marketer shall follow-up privately with that person and not through the public forum provided by the social media outlet. Posting of information regarding business opportunity meetings is allowed as long as it is specifically identified as a business opportunity meeting.

8. Any claims made regarding Modere products or the business opportunity must be pre-approved by Modere before they are posted. To receive pre-approval, please contact the Modere Corporate Office.

9. Social Marketers should not send any unsolicited commercial messages or spam to any person through use of a social media outlet. Social Marketers shall not solicit on company pages which are governed by the Modere corporate office and Modere reserves the right to remove

any content deemed to be solicitation, derogatory, defamatory or otherwise ‘bad natured’.

10. Social Marketers are solely responsible for the information they post on any social media outlet.

11. Social Marketers shall not post derogatory or negative comments about other persons, companies, or products of other companies.

12. Social Marketers shall at all times comply with the terms and conditions of usage for any social media sites or services used.

13. Social Marketers agree to indemnify Modere from and against any liability including costs, damages and expenses it may incur from any legal proceedings that arise from the Social Marketer’s breach of this clause 4.2.2.

14. A Social Marketer shall, upon request of Modere, remove any material that Modere determines to be in breach of this policy.

4.2.3 – Domain Names and Email Addresses

Social Marketers may not use or attempt to register any of Modere’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name. Similarly, Social Marketers may not use any such marks in any portion of any email address.

4.2.4 – Trademarks and Copyrights

Modere will not allow the use of its trade names, trademarks, designs, or symbols by any person, including Social Marketers, without its prior, written permission, Social Marketers may not bid on Modere trademarked keywords or use non-approved images for paid advertisements such as Google ads or Facebook ads. Furthermore, Social Marketers may not produce for sale or distribution any recorded Company events and speeches without written permission from Modere nor may Social Marketers reproduce for sale or for personal use any recording of Company-produced audio or video presentations. The name of Modere, Modere’s products, and other names as may be adopted by Modere are proprietary trade names, trademarks, and service marks of Modere. As such, these marks are of great value to Modere and are supplied to Social Marketers for their use only in an expressly authorised manner. Use of the Modere name or any item not produced by the Company is prohibited except as follows:

Social Marketer’s Name

Independent Modere Social Marketer


The ONLY authorised use of the Modere name by a Social Marketer is in identifying themselves as an ‘Independent’ Social Marketer. This includes but is not limited to all business cards, stationery and promotional material.

4.2.5 Communication

4.2.5.1 No Social Marketer may place telephone directory display ads using Modere’s name or logo. A Social Marketer is not permitted to be listed as a Social Marketer of Modere in the White Pages, Yellow Pages or any telephone, community, business or industry directory.

4.2.5.2 Social Marketers must ensure they are identified as Independent Modere Social Marketers.

4.2.5.3 Social Marketers may not answer the telephone by saying “Modere”, “Modere Australia”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Modere, or in any other way imply that they are an agent or employee of Modere.

4.2.5.4 The content of any answering machine message must comply with all Modere policies.

4.2.5.5 A Social Marketer should immediately communicate all significant complaints concerning Modere to Modere and provide copies of all correspondence and details of all conversations relating thereto.

4.2.5.6 Any product or customer leads or enquiries directed to Modere will be allocated in accordance with Modere policies and at Modere’s discretion.

4.2.5.7 An electronic communication purportedly sent by a Social Marketer to and received by Modere (as evidenced by registration on Modere Websites) including an email received by Modere, will be deemed to have been sent by that Social Marketer.

4.2.5.8 If, under any applicable law, Modere is required or permitted to give information in writing to a Social Marketer, that Social Marketer consents to the information being sent by Modere by way of electronic communication.

4.2.6 – Media and Media Inquiries

Social Marketers must not attempt to respond to media inquiries regarding Modere, its products or their independent Modere business. All inquiries by any type of media must be immediately referred to Modere’s Corporate Office. This policy is designed to assure that accurate and consistent information about Modere is provided to the public as well as a proper public image.

4.2.7 – Employment Opportunity Ads

Social Marketers shall not advertise in the employment opportunity section of newspapers, periodicals, websites, or other media. Under no circumstances shall a Social Marketer place an advertisement seeking to attract new Social Marketers that states or implies that an employment opportunity exists.

4.2.8 – Spamming and Unsolicited Communication

The purpose of the Spam Act 2003 is to regulate the sending of unsolicited commercial electronic messages. These include mails, text and video messages sent to mobile phones, instant messages such as IMS and faxes. A Social Marketer who uses any of the above as part of or in connection with their Social Marketer appointment activities must familiarise themselves and comply with the Act. The following information summarises the operation of the Spam Act and is intended for information purposes only. Modere makes no representation or warranty as to the accuracy or completeness of the information. The Social Marketer is encouraged to obtain independent legal advice about the Spam Act.

4.2.8.1 – The Act applies to all persons and organisations and prohibits the sending of commercial electronic messages without the consent of the recipient.

4.2.8.2 – Whether an electronic message is a commercial electronic message will be determined by the purpose for which it is sent. An electronic message offering to supply, advertise or promote goods (e.g. promotions, special offers, and product updates) or business opportunities (e.g. the opportunity to become a Social Marketer) would be a commercial electronic message.

4.2.8.3 – Where an electronic message does not contain anything of a commercial nature, but provides a link to a commercial website, this may also constitute a commercial electronic message under the Act. Therefore updates and newsletters may fall within this category depending on their nature and content.

4.2.8.4 – All commercial electronic messages sent by or on behalf of a Social Marketer must (a) not be sent to a recipient without the recipient’s consent; (b) include accurate and up to date contact details of the sender to allow the recipient to identify and contact the sender; (c) include a functional unsubscribe facility allowing the recipient to withdraw its consent. Instructions on how to unsubscribe should be provided in your email message.

4.2.8.5 – Electronic messages that contain only factual information are exempt but must include accurate contact details of the sender.


4.2.8.6 – Social Marketers should also note that the supply, acquisition and use of address harvesting software, that is software that searches the Internet for electronic addresses, and use of the address lists generated from this software is not permitted under the new provisions.

4.2.9 Door Knocking/Canvassing

Social Marketers shall adhere to all aspects of the Australian Consumer Law (ACL). Details regarding the ACL can be found on the Australian government website (www.consumerlaw.gov.au). It is the Social Marketer’s responsibility as a re-seller of Modere products to ensure that they comply with their obligations under the ACL (and all other applicable laws) at all times. Of particular relevance to Social Marketer is Subdivision B – Negotiating unsolicited consumer agreements. This subdivision covers approved times for Door knocking/canvassing, disclosing purpose and identity and ceasing to negotiate on request (the request to leave the premises can be made either verbally or by way of a ‘do not knock’ or ‘no canvassers’ sign). This information is provided for your assistance only, it does not constitute legal advice and it remains your responsibility, if necessary, to obtain legal advice on your obligations under the ACL and any other applicable law.

4.3 – BONUS BUYING PROHIBITEDBonus buying is strictly and absolutely prohibited. Bonus buying includes (a) the enrolment of individuals or entities without the knowledge of and/or execution of an Independent Social Marketer Application and Agreement by such individuals or entities; (b) the fraudulent enrolment of an individual or entity as a Social Marketer or Customer; (c) the enrolment or attempted enrolment of non-existent individuals or entities as Social Marketers or Customers (“phantoms”); (d) purchasing Modere products on behalf of another Social Marketer or Customer, or under another Social Marketer’s or Customer’s I.D. information to qualify for bonuses without receiving prior authorisation; or (e) purchasing more product than a Social Marketer and his or her family can reasonably consume in a month.

4.4 – BUSINESS ENTITIESA corporation, limited liability company, partnership, trust, or other legal business entity (collectively referred to in this section as a “Business Entity”) may apply to become a Social Marketer by submitting a properly completed Modere Business Entity Application. Existing Social Marketers who wish to change the ownership or structure of their Social Marketer Account must also complete the Business Entity Application as well as the Social Marketer Information Change form. Modere may grant or refuse its consent (conditionally or unconditionally) in its absolute and sole discretion and without giving any reason to the Applicant. Members of an unincorporated Business Entity are personally jointly and severally liable for any indebtedness or other obligation of the Business Entity to Modere.

4.5 – CHANGES TO OWNERSHIP OF A SOCIAL MARKETER ACCOUNT

4.5.1 – Addition of Co-Applicants

A co-applicant (either an individual or a Business Entity) may be added to an existing Social Marketer Account, provided the parties lodge with Modere a properly completed Social Marketer Information Change Form and Business Entity Details form (if applicable) containing the applicant and co-applicant’s signatures and Modere consents to the addition. The original Social Marketer continues as a party to the Social Marketer Account as varied and approved. If the original Social Marketer wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her interest in the Social Marketer Account in accordance with Section 4.24. Modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 4.5.2, below. Modere may, at its discretion, require certified documents before implementing any changes to a Social Marketer Account.

4.5.2 – Change of Sponsor

Changing Sponsors is not permitted (except pursuant to section 4.5.3). Changing Sponsors is deemed to have occurred if a sole proprietor, partner, director, company officer, trustee, beneficiary or object under a trust, a married or de facto spouse, or an Associate of any of the aforementioned or otherwise of a Social Marketer is sponsored into a Social Marketer Account and in the opinion of Modere the purpose of such arrangement or understanding is to avoid the ‘Changing Sponsors’ clause. The only exception is if a Social Marketer wants to change Sponsor within the first fifteen (15) days of acceptance of the Social Marketer Application by Modere provided Modere receives within that fifteen (15) day period written authorisation approving the change of Sponsorship, from (a) the Social Marketer requesting the change of sponsorship; (b) the current Sponsor; (c) the proposed Sponsor; and signed by all relevant signatories. Modere reserves the right to accept or reject in its absolute discretion the application for change of Sponsorship without having to provide any reason for its acceptance or rejection.

4.5.3 – Cancellation and Re-application

A Social Marketer may legitimately change sponsor by voluntarily cancelling his or her Social Marketer Account by submitting a Social Marketer Cancellation Form and remaining inactive (i.e., no purchases of Modere products, no sponsoring, no attendance at any Modere functions, no participation in any other form of Social Marketer activity, and no operation of any other Modere business) for twelve (12) full calendar months after such cancellation. Any downline affected would roll up to the next immediate Social Marketer upline. Following the twelve (12) month period of inactivity, the former Social Marketer may reapply for a new Social Marketer Account under a new sponsor.


4.5.4 – Change to Ownership of Business Entity Social Marketer

A Business Entity Social Marketer, as described in Section 4.4 that desires to change the structure or ownership of the Business Entity must obtain written approval from Modere before effecting such a change and continuing to act as a Social Marketer. A written request for approval for the change identifying the proposed changes must be submitted to the Modere Operations Department, along with the Social Marketer Information Change form and Business Entity Application form signed by all relevant parties. Modere will send a written response to the request approving or denying the request.

4.6 – UNAUTHORIZED CLAIMS AND ACTIONS

4.6.1 – Indemnification

A Social Marketer is fully responsible for all of his or her verbal and written statements made regarding Modere products, sales aids, and the Compensation Plan which are not expressly contained in official Modere materials available in the country of operation. Social Marketers agree to indemnify Modere and Modere’s directors, officers, employees, and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, legal fees, court costs, or lost business incurred by Modere as a result of the Social Marketer’s unauthorized representations or actions. This provision shall survive the termination of the Social Marketer Agreement.

4.6.2 – Product Claims

No claims (including personal testimonials) as to therapeutic, curative, or beneficial properties of any products offered by Modere may be made except those contained in official Modere literature. In particular, no Social Marketer may make any claim that Modere products are useful in the treatment, diagnosis, mitigation, or prevention of any diseases. Such statements can be perceived as advice of a medical nature. Not only do such claims violate Modere policies, but they potentially violate federal and local laws and regulations, including the Therapeutic Goods Administration and the Food Standards Australia and New Zealand.

4.6.3 – Income Claims

Social Marketers may not make income projections, income claims, representations, or disclose their Modere income or the income of any other Social Marketer (including displaying bonus statements, cheques, copies of cheques, bank statements, or tax records) as every situation is different and comparisons cannot be made accurately. The Direct Selling Association of Australia has laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing.

4.7 – COMMERCIAL RETAIL OUTLETS

Modere strongly encourages the promotion, supply and selling of its products through person to person contact and through the official Modere website. In an effort to reinforce this method of marketing and to help provide a standard of fairness for its Social Marketer base, Social Marketers must not display, offer to sell or sell Modere products, or literature in a public area of any retail or service establishment. Notwithstanding the foregoing, Modere products may be displayed and sold in private consulting rooms not visible or accessible by the public, of health spas, hair, nail and or skin salons, tanning salons, gyms or health clubs, offices of health care practitioners who are licensed to practice their profession in the state in which their office is located. Also, the establishment or someone in the establishment must be a Social Marketer, and someone knowledgeable about Modere products must be present at all times that the establishment is open for business.

4.8 – TRADE SHOWS, EXPOSITIONS, AND OTHER SALES FORUMS

In order to display and/or sell products at a trade show or professional exposition, Social Marketers must be qualifying at a minimum rank of Social Marketer Director 2 (D2) and must contact the Modere Corporate Office in writing for conditional approval prior to submitting a deposit to the event promoter. Modere’s policy is to authorise only one Modere business per event and approval is given only for the event specified. It is incumbent upon the Social Marketer to purchase and use the approved assets as supplied in the Modere Trade Show Box. Approval for any Social Marketer and/or event is entirely at Modere’s discretion and Modere reserves the right to refuse authorisation to participate at any function which it does not deem a suitable forum for the promotion of Modere products or Modere business in general. Approval to display and/or sell Modere products will not be given for swap meets, fairs, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image Modere wishes to portray.

4.9 – CONFLICTS OF INTEREST

4.9.1 – Nonsolicitation

4.9.1.1 – Social Marketers shall not recruit other Social Marketers or Customers nor act as a spokesperson for, or conduct promotional activities of any nature for, any other direct selling business or company that is a competitor to Modere. In addition, Social Marketers shall not engage in cold solicitation of existing Modere Customers. Any act by a Social Marketer to entice an existing Modere Customer away from providing business to, or otherwise participating in Modere with, another Social Marketer is strictly prohibited and shall be severely penalized including termination of the Agreement. Notwithstanding the foregoing, a


Social Marketer may conduct market advertising and solicitation, so long as this activity does not specifically target existing Modere Customers.

4.9.1.2 – For twelve (12) months following the termination or cancellation of the Agreement, regardless of the reason for termination or cancellation, the former Social Marketer shall not recruit any Social Marketer or Customer who is recorded on his or her current or past network report(s) or with whom he or she became acquainted by virtue of his or her participation as a Social Marketer. This prohibition is intended to survive termination of the Agreement.

4.9.1.3 – For the purposes of this section 4.9.1 “recruit” means actual or attempted solicitation, enrolment, encouragement, or effort to influence in any other way, either directly or indirectly (including but not limited to through a third party or the use of a website), another Social Marketer or Customer to enrol or participate in another direct selling organisation that is a competitor to Modere. This conduct constitutes recruiting even if the existing or former Social Marketer’s actions are in response to an inquiry made by another Social Marketer or Customer.

4.9.1.4 – Social Marketers stipulate that direct selling is conducted through networks of individuals that are dispersed across the globe, and that social marketers make regular use of the Internet and telephones to communicate with other social marketers. Therefore, any attempt to limit the geographic scope of the nonsolicitation provisions set forth in subsections 4.9.1.1 and 4.9.1.2 would render the provisions ineffective. Therefore, Social Marketer agrees that the nonsolicitation provisions in subsections 4.9.1.1 and 4.9.1.2 shall apply in all countries in which Modere conducts business. Social Marketer agrees that the geographic scope applicable to these provisions is reasonable and waives any claim or defense that the nonsolicitation provisions are void or unenforceable.

4.9.1.5 – Social Marketer stipulates that if he or she violates the terms of paragraphs 4.9.1.1 and/or 4.9.1.2, Modere will be irreparably harmed, but calculation of damages will be extremely difficult. The parties therefore stipulate that for each violation of such paragraphs, Modere shall be entitled to immediate injunctive relief and liquidated damages in the amount of $2,500.00 for each occurrence. Each individual or entity solicited shall constitute a separate “occurrence,” and separate solicitations of the same individual or entity shall also constitute a separate “occurrence”.

4.9.1.6 – It is incumbent on the offending Social Marketer to prove to Modere’s satisfaction that the offending Social Marketer identified by Modere did not approach the Sponsored Social Marketer with the intention of introducing the Sponsored Social Marketer into a third party or direct selling entity.

4.9.2 – Social Marketers shall not offer the Modere opportunity or products to prospective or existing Customers or Social Marketers in conjunction with any non-Modere program, opportunity or product, nor shall Social Marketers offer any non-Modere opportunity or products at any Modere-related meeting, seminar, or convention, or immediately following such event.

4.9.3 – Network Reports

Social Marketers may be privy to additional information on their Network Reports by agreeing to and signing a Confidential Disclosure Agreement Form once they reach a Title Rank of Social Marketing Director 2 (D2).

4.10 – CROSS-SPONSORINGActual or attempted cross sponsoring is strictly prohibited. “Cross sponsoring” is defined as the transfer or enrolment by a Social Marketer or their Associate of an individual or entity that already has a current Customer account or Social Marketer Agreement on file with Modere, or who has had such an agreement or account within the preceding twelve calendar months, with a different Sponsor to or in the downline of the Social Marketer or another Social Marketer. The use of a spouse’s or relative’s name, trade names, fictitious business names, assumed names, corporations, partnerships, trusts, fictitious ID numbers or an Associate of the aforementioned to circumvent this policy is prohibited. Social Marketers shall not demean, discredit, or defame other Social Marketers in an attempt to entice another Social Marketer to become part of the first Social Marketer’s sales organisation. This policy shall not prohibit the transfer of a Social Marketer Account in accordance with Section 4.24.

4.11 – ERRORS OR QUESTIONSIf a Social Marketer has questions about or believes any errors have been made regarding commissions, bonuses, Network Reports, or charges, the Social Marketer must notify Modere’s Operations Department in writing within 60 days of the date of the reported error or incident in question. Modere will not be liable for any errors, omissions, or problems not reported to the Company within 60 days.

4.12 – EXCESS INVENTORY PURCHASES PROHIBITEDSocial Marketers are not required to carry inventory of products or sales aids.

Modere strictly prohibits the purchase of Modere products in unreasonable amounts primarily for the purpose of qualifying for commissions, bonuses, or advancement in the Compensation Plan. Social Marketers shall not purchase more inventory than they can reasonably resell or consume in a month, nor shall they encourage others to do so.

When placing an order for Modere products (except the Social Marketer’s first order) the Social Marketer certifies and is deemed to have represented and warranted to Modere that the Social Marketer: (a) has supplied to, or received for customers and/or (b) consumed at least 70% of all Modere products previously ordered and delivered to the Social Marketer.


Stockpiling of products and any breach of 4.12 as stated may cause Modere to suspend or terminate the Social Marketer Agreement.

4.13 – HOLDING APPLICATIONS OR ORDERSSocial Marketers, whether the actual sponsor or not, must not manipulate enrolments of new applicants and purchases of products. All Social Marketer Applications and Agreements and product orders must be sent to Modere within five working days after they are signed by a Social Marketer or placed by a Customer, respectively.

4.14 – INCOME TAXESEach Social Marketer is solely responsible for the taxation affairs and obligations of the Social Marketer appointment – Modere has no liability whatsoever for or in relation to the taxation affairs or obligations of the Social marketer and the Social Marketer appointment. The Social Marketer is encouraged to seek and obtain independent taxation advice for and in relation to the Social Marketer appointment.

The PAYG (Pay As You Go) system is one way in which the government collects taxes. The major implication of the PAYG for Social Marketers is the withholding requirement by Modere. Modere is required to withhold 49% from all Australian Social Marketer Bonus Entitlements once they exceed earnings of $10,000 per annum, and forward it to the Australian Tax Office, unless the Social Marketer either: (a) provides Modere with the Social Marketer’s Australian Business Number (ABN) (or exemption certificate from quoting an ABN) and GST registration where applicable; or (b) advises Modere in writing that the Social Marketer Account operates as a hobby or private pursuit, not as a business.

It is the Social Marketer’s responsibility to notify Modere of their current business status. All Social Marketers who are operating their Modere business via a GST registered entity are required to provide their GST number to Modere. [Modere will include GST in such Social Marketer’s bonus entitlements that they may qualify for and will generate an appropriate GST invoice for GST reporting by both parties. In the event that a Social Marketer’s taxation status changes the Social Marketer must advise Modere immediately. To advise Modere accordingly, please complete a Social Marketer Information Change form and Business Entity Details form if applicable, available from the Modere Corporate Office or by downloading from the Modere website.

4.15 – INDEPENDENT CONTRACTOR STATUSA Social Marketer is an independent contractor who purchases and on-sells products from Modere. A Social Marketer is not an agent, employee, servant, franchisee nor legal representative of Modere.

The Social Marketer has no authority (express or implied) to bind the Company to any obligation. Each Social Marketer shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Social Marketer Agreement and applicable laws.

4.16 – INSURANCE

4.16.1 – Public and Product Liability Coverage

Modere arranges a Public and Product Liability Policy for all Social Marketers. Subject to the policy terms and this clause 4.16 the policy is intended to cover a Social Marketer’s legal liability for negligence causing bodily injury or property damage to a third party while acting as a Social Marketer only. This policy is intended solely to provide insurance cover for Social Marketers in relation to such claims arising from retailing and demonstrating Modere products only. In the event of any claim or circumstance which may lead to a claim arising under this policy, immediate notification to Modere is required. Modere does not have the right to legally bind its insurers; therefore, under no circumstances should liability for a claim be admitted by a Social Marketer, as this would be a breach of Policy Conditions and may prejudice cover under the policy. Any insurance claim lodged by a Social Marketer through Modere is subject to compliance with the terms and conditions set out in Modere’ Public and Product Liability Policy. An excess, payable by the Social Marketer, may apply to claims under Modere’ Public and Product Liability Policy.

4.16.2 – Exclusions

There is no cover provided by the policy for any form of treatment or warranties as to efficacy given by a Social Marketer to its customers with regard to Modere products. Efficacy can be, but is not limited to, making misleading or therapeutic claims e.g. that a Modere product will cure a medical condition.

4.16.3 – Treatment Risk

If a Social Marketer offers services e.g. as a beautician, fitness instructor, massage therapist, hairdresser and the like, Modere requires the Social Marketer to arrange their own Public and Product Liability Insurance including Treatment Risk Cover. Modere will not be responsible for, and the insurance cover referred to above does not cover insurance claims, arising from Treatment Risk claims.

4.16.4 – The use of ‘skin analysis’ or ‘skin scanning’ devices, the use of any diagnostic techniques, or the use of any other diagnostic equipment for the promotion and sale of Modere products by Social Marketers is not permitted without express permission from Modere. Modere will not accept any responsibility for the use or misuse of such equipment or techniques and nor will its insurers.

4.16.5 – Business Insurance Coverage

You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business-related injuries or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected.


4.17 – INTERNATIONAL MARKETINGSocial Marketers are eligible to sponsor in all countries in which Modere is currently registered to conduct business. For the most current list of countries that are open to sponsoring, please contact the Modere Corporate Office. Social Marketers who wish to sponsor and conduct business in other countries must comply with the applicable laws and policies and procedures of such countries.

Modere product approved for import into Australia by a Social Marketer under the Personal Import Scheme must be clearly labelled ‘not for re-sale’. Under no circumstances can such a product be on-sold, supplied to a third party, displayed or promoted by the Social Marketer. An Australian Social Marketer who orders Modere product via the Personal Import Scheme must comply with all applicable NFR (not for resale) laws.

4.18 – PRIVACYSocial Marketers have a responsibility to comply with the Privacy Act 1988 (Cth) and the Modere Privacy Policy which can be found on the Modere and Shifting Retail website at the bottom of the home page.

4.19 – MINORSSocial Marketers shall not enrol or recruit individuals under the age of eighteen (18).

4.20 – ONE SOCIAL MARKETER APPOINTMENT PER SOCIAL MARKETERA Social Marketer may own, operate, or have a beneficial interest in only one Social Marketer Account. Social Marketers shall not use business entities, trusts, or other devices to avoid this policy. Spouses must jointly hold one Social Marketer Account. An exception to this policy will be made in the following circumstance; if two Social Marketers marry (and each holds an existing Social Marketer Account with a rank of TL or higher) or a Social Marketer inherits an interest in another Social Marketer Account as the result of the death of an immediate family member who was a Social Marketer. Requests for exceptions to this policy must be submitted in writing to the Modere Operations Department.

Furthermore, a Social Marketer shall not register his or her spouse as a Modere Customer.

4.20.1 – Children Living at Home

A Social Marketer’s child who is eighteen (18) years of age or older and residing in the same household as the Social Marketer may own or hold an interest in a Social Marketer Account independently from his or her parent. However, the Social Marketer Account owned and operated by the child must be a bona fide Social Marketer Account separate and apart from the parent’s Social Marketer Account. A Social Marketer’s child need not be sponsored by his or her Social Marketer parent, nor be in the same line of sponsorship as his or her Social Marketer parent.

4.20.2 – Actions of Household Members or Affiliated Individuals

If an Associate (as identified or nominated by Modere) or any member of a Social Marketer’s immediate household engages in any activity which, if performed or engaged in by the Social Marketer, would violate any provision of the Agreement, such activity will be deemed a violation of the Agreement by the Social Marketer and Modere may take disciplinary action against the Social Marketer pursuant to the Agreement. Similarly, if any individual associated in any way with a corporation, partnership, trust, or other entity (that is a Social Marketer) violates the Agreement, such action(s) will be deemed a violation by the entity, and Modere may take disciplinary action against the entity.

4.21 – RE-PACKAGING AND RE-LABELING PROHIBITEDSocial Marketers shall not re-package, re-label, refill, or alter the labels on any Modere products, information, materials, or programs in any way. Modere products must be sold in their original containers only. Such relabeling or repackaging would likely violate laws and regulations, which could result in severe criminal penalties. A Social Marketer may also be subject to civil liability as a consequence of the repackaging or re-labeling of products.

4.22 – RESEARCH FEESAny request of Modere from a Social Marketer for copies of invoices, applications, network reports, or other records may require a fee as periodically determined by Modere.

4.23 – ROLL-UP OF SOCIAL MARKETER ORGANISATIONWhen a vacancy occurs in a Social Marketer’s downline due to the termination of a Social Marketer, all Social Marketers and Customers in the downline below the terminated Social Marketer – on the date of the cancellation will be relocated by Modere to the first level (“front line”) of the terminated Social Marketer’s Sponsor. Modere reserves the right to not roll up a downline, or delay a roll up, in contested cases, in cases where the beneficiary of the roll-up is not complying with the beneficiary’s own Social Marketer Agreement, or in other circumstances deemed appropriate by Modere.

4.24 – SALE, TRANSFER, OR ASSIGNMENT OF SOCIAL MARKETER ACCOUNTSale, Transfer or Assignment is the act of ‘transferring’ all or part of a Social Marketer Account or an interest therein to another party for or without consideration.

The Sale, Transfer or Assignment is prohibited unless:

4.24.1 – The transferee establishes to Modere’s satisfaction that the existing line of sponsorship of the transferor will be maintained so that the Social Marketer Account continues to be operated in that line of sponsorship;


4.24.2 – The transferee is a Social Marketer, who has first sold, transferred or cancelled their Social Marketer Account before they acquire any interest in the transferring Social Marketer Account and has lodged with Modere a duly completed Sale and Purchase of Social Marketer Account Form. However, this requirement does not apply if the transferee acquires a personally sponsored Social Marketer Account in which case there will occur a roll up of the downline organisation;

4.24.3 –Any debt obligations of the transferor to Modere have been paid in full;

4.24.4 – The Social Marketer transferor is not in violation of any of the terms of its Agreement and has notified Modere’s Operations Department of their intent to sell/transfer their Social Marketer Account by submitting a Modere Sale & Purchase of Social Marketer Account Form. No changes in line of sponsorship are permitted to result from the transfer of a Social Marketer Account;

4.24.5 – Modere consents in writing to the transfer of the Social Marketer Account or interest therein, such consent to be in Modere’s absolute discretion;

4.24.6 – Notwithstanding the transfer of a Social Marketer Account, Bonus Entitlements (if any) of the transferor accrued but not paid by Modere prior to the transfer date will be paid by Modere to the transferor or as the transferor may direct in writing and the transferor shall indemnify Modere (which indemnity is intended to survive transfer of the Social Marketer Account) against any liability claim or demand incurred by Modere in doing so and such payment constitutes a good and effective discharge of all Modere’s obligations in relation to such Bonus Entitlements. Modere has no liability or responsibility to the transferor for or in respect of accruing Bonus Entitlements;

4.24.7 – This section 4.24 does not apply in circumstances referred to in section 4.28 Succession and 4.29 Transfer Upon Incapacitation of a Member.

4.25 – SEPARATION OF A SOCIAL MARKETER ACCOUNTSocial Marketers sometimes operate their Social Marketer Account through a partnership (including married or de-facto husband and wife partnerships), corporation, trust, or another business entity (each a “business entity”). Where the business entity is terminated or dissolved (for example a husband and wife may divorce and terminate their Social Marketer Account conducted via a partnership or a corporation or trust may elect to wind up or vest) the existing Social Marketer Account and Agreement is also terminated and the downline rolled up by Modere pursuant to section 4.23. Pending dissolution the Social Marketer Account will be maintained in the name of the Social Marketer and all bonuses, commissions, entitlements and notices will be paid or given by Modere in accordance with existing arrangements unless Modere receives a written direction signed by all relevant parties or a certified copy of a Court Order which directs otherwise.

4.25.1 – Where a Social Marketer Account is operated through a partnership and the partners agree to dissolve the partnership but to allow one or more partners to acquire and operate all interests in the partnership or Social Marketer Account as a going concern the continuing partner(s) must notify Modere accordingly and receive Modere’s consent to the restructure. Where a Social Marketer who has resigned or been removed from the partnership operating the Social Marketer Account that person may:

4.25.1.1– rejoin as a new Social Marketer (within fourteen [14] days of the removal of his/her name from the previous Social Marketer Account), with the same Sponsor as the original Social Marketer account and (a) if the rank held under the original Social Marketer Account was TL or above, that rank may be retained; and (b) the Downline under the original Social Marketer Account will remain under the original Social Marketer Account; or

4.25.1.2 – rejoin as a First Level Downline underneath the original Social Marketer Account (within fourteen [14] days of the removal of his/her name from that Social Marketer Account) and (a) if the rank held under the original Social Marketer Account was TL or above, that rank may be retained; and (b) the Downline from the original Social Marketer Account will remain under the original Social Marketer Account; or

4.25.1.3 – rejoin twelve (12) months after his/her request for removal from the Social Marketer Account has been received and processed by Modere, under a Sponsor of his/her choice. Rejoining under this option means the Social Marketer’s starting rank will be that of a first time Social Marketer (i.e. rank of Consultant) and the current joining fee payable.

4.25.2 – Modere will recognize only one Downline Organization and will issue only one payment per Social Marketer Account per bonus cycle. Bonus payments shall always be issued to the same individual or entity in whose name the Social Marketer Account is registered in Modere’s records.

4.26 – SPONSORINGA Social Marketer can have only one sponsor. All active Social Marketers in good standing have the right to sponsor and enrol others into Modere. Each prospective Customer or Social Marketer has the right to choose his or her own Sponsor. If two or more Social Marketers claim to be the Sponsor of the same new Social Marketer or Customer, the first properly completed application received by Modere, whether by fax, mail, or online submission through Modere’s official website, will determine to which Social Marketer the sponsorship is allocated. A Social Marketer is obliged to fairly explain to a prospective Social Marketer the obligations and privileges of a Social Marketer.


4.27 – PROHIBITED PRACTICEThe following are strictly prohibited and give Modere the right to terminate the Agreement of the offending Social Marketer: (a) providing financial assistance to Social Marketers or Customers for the purpose of maximizing compensation under Modere’s Compensation Plan; (b) violating the One Social Marketer Account Per Social Marketer rule (section 4.20); and/or (c) bonus buying prohibited (section 4.3). A Social Marketer cannot sign up a Social Marketer under a Sponsor other than themselves, without approval from both the prospective Social Marketer and the nominated Sponsor.

4.28 – SUCCESSIONUpon the death of a Social Marketer who is a natural person, the entire Social Marketer’s interest in the Social Marketer Account will be dealt with: (a) where the deceased held a partnership interest in the Social Marketer Account in accordance with the partnership agreement (if any) and/or any applicable testamentary law (as the case may be) provided that if the partnership is to continue any new partner(s) has/have first sought and obtained Modere’s approval to be appointed as a partner of the Social Marketer Account; (b) where paragraph (a) does not apply – in accordance with applicable testamentary law provided that any potential Social Marketer by inheritance has first sold and obtained Modere’s approval to be appointed to the deceased’s Social Marketer’s Account. Appropriate legal documentation must be submitted to the Company to ensure the transfer is lawful. If a will, other testamentary document or testamentary process is contested, and devolution of the Social Marketer Account is not finalised within twelve calendar months after the date of the deceased’s death, or if the successor does not satisfy all the requirements listed below within such twelve calendar month period, Modere reserves right to terminate the Agreement.

Accordingly, a Social Marketer should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Social Marketer Account is transferred by a will or other testamentary process, the successor acquires the right to receive all bonuses and commissions the deceased Social Marketer’s Account provided the following conditions are satisfied namely the successor has:

4.28.1 – Executed a Social Marketer Agreement if the successor is not an existing Social Marketer and a Social Marketer Information Change form and/or Sale & Transfer of a Social Marketer Account form if they are;

4.28.2 – Submitted a certified copy of an original death certificate to Modere;

4.28.3 – Submitted to Modere a certified copy of probate for the deceased’s estate;

4.28.4 – Otherwise complied with the applicable terms and provisions of the Agreement;

4.28.5 – met the Compensation Plan qualification criteria applicable to that Social Marketer Account;

4.28.6 – If the Social Marketer Account is bequeathed to joint devisees, they must form a business entity and Modere will issue all bonus entitlements to the business entity.

4.29 – TRANSFER UPON INCAPACITATION OF A SOCIAL MARKETERTo effect a transfer of a Social Marketer Account in the name of a sole proprietor because of legal incapacity in the sole proprietor, the successor must provide the following to Modere: (1) a notarized copy of appointment of the guardian or protector; (2) a notarized copy of the trust document or other documentation establishing the guardian or protector’s right to administer the Social Marketer’s Account; and (3) a completed Social Marketer Information Change form executed by the guardian or protector.

4.30 – TELEMARKETING TECHNIQUESThe use by any Social Marketer of any automated telephone solicitation equipment or “mass marketing call centre” telemarketing operations in connection with the marketing or promotion of Modere, its products, or the opportunity is prohibited.

The Do Not Call Register Act 2006 prohibits a person making a telemarketing call, or to cause a telemarketing call to be made, to a telephone number entered on the Do Not Call Register.

4.31 – LOANS AND BONUS ADVANCES Social Marketers shall not request of or be entitled to receive from the Company any type of loan or advance on account of Social Marketer bonus entitlement thereto.

SECTION 5 – RESPONSIBILITIES OF SOCIAL MARKETERS5.1 – CHANGE OF ADDRESS, EMAIL OR TELEPHONESocial Marketers whose telephone number, mailing address, street address, or email address changes must notify Modere of the change by completing and submitting a Modere Information Change Form.

5.2 – CONTINUING DEVELOPMENT OBLIGATIONS

5.2.1 – Ongoing Training

Any Social Marketer who sponsors another Social Marketer into Modere must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her Modere business. Social Marketers must have ongoing contact and communication


with the Social Marketers in their Downline. Examples of such contact and communication may include, but are not limited to, newsletters, written correspondence, personal meetings, telephone contact, voicemail, electronic mail, and the accompaniment of downline Social Marketers to Modere meetings, training sessions, and other functions. Upline Social Marketers are also responsible to motivate and train new Social Marketers in Modere product knowledge, effective sales techniques, the Modere Compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline Social Marketers must not, however, violate Section 4.2 (regarding the development of Social Marketer-produced sales aids and promotional materials). Social Marketers must monitor the Social Marketers in their Downline to ensure that downline Social Marketers do not make improper product or business claims or engage in any illegal or inappropriate conduct. Upon request, every Social Marketer should be able to provide documented evidence to Modere of his or her ongoing fulfillment of the responsibilities of a Sponsor.

5.2.2 – Increased Training Responsibilities

As Social Marketers progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the Modere program. They will be called upon to share this knowledge with less experienced Social Marketers within their organisation.

5.2.3 – Ongoing Sales Responsibilities

Regardless of their level of achievement, Social Marketers have an ongoing obligation to continue to personally promote sales through the generation of new Social Marketers and Customers and through servicing their existing team.

5.2.4 – Meeting and Training Sessions

A Social Marketer is under no obligation to attend Modere Information Meetings (Meet Ups) or Training Sessions; however attendance is encouraged. Guests are welcome to attend Modere Information Meetings, but Training Sessions are for Social Marketers only. Recording devices are not permitted at either Modere Meetups or Training Sessions, unless otherwise approved by Modere.

All presentations, communications and information presented by a Social Marketer at Modere Meetups and Training Sessions shall avoid express or implied discriminatory or offensive references to political, sexual, religious or racial matters.

5.3 – NON-DISPARAGEMENTModere seeks to provide its Social Marketers with the best products, Compensation Plan, and service in the industry. Accordingly, Modere values your constructive criticisms and comments. All such comments should be submitted in writing to Modere’s Operations Department. Remember, to best serve you, Modere must hear from you. While Modere welcomes constructive input, negative comments and remarks made in the field by Social Marketers about the Company, its products, or Compensation Plan serve no purpose other than to sour the enthusiasm of other Social Marketers. For this reason, and to set the proper example for their downline, Social Marketers must not disparage, demean, or make negative remarks about Modere, other Social Marketers, Modere’s products, the Compensation Plan, or Modere’s directors, officers, or employees or its competitors. Such denigration may carry with it the risk of legal liability for the Social Marketer where there is no legally recognized basis for the disparaging statements.

5.4 – REPORTING POLICY VIOLATIONSSocial Marketers observing a policy violation by another Social Marketer should submit a written report of the violation directly to the attention of the Modere Corporate Office. Details of the incidents, such as dates, number of occurrences, persons involved, and any supporting documentation, should be included in the report.

SECTION 6 – SALES REQUIREMENTS6.1 – PRODUCT SALESThe Modere Compensation Plan is based upon the sale of Modere products to end consumers. Social Marketers must fulfill personal and Downline Organisation sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses and commissions and advancement to higher levels of achievement. The following sales requirements must be satisfied for Social Marketers to be eligible for bonuses and commissions:

6.1.1 – At least 70% of a Social Marketer’s total monthly Marketer Points must be sold to Customers or used by the Social Marketer and his or her immediate family.

6.1.2 – Social Marketers are prohibited from shipping Modere products to locations outside Australia.

6.2 – SALES RECEIPTSModere encourages all Customers to purchase products directly from Modere and they will be provided with all necessary sales receipts. If a Social Marketer chooses to sell any Modere products directly to a Customer, it is the Social Marketer’s responsibility to be familiar with and comply with the Australian Consumer Law.


A Purchase Agreement is required to be completed by the Customer and Social Marketer at the time of sale and Social Marketers must ensure that the following information is contained on each Purchase Agreement: (1) the date of the transaction; (2) cancellation rights and details; and (3) the name and address of the selling Social Marketer in the event that (a) sales exceed $100 in value; (b) repeat sales to an existing customer within a 3 month period exceed $500 in value; (c) the product purchase is not from a Party Plan event; or (d) you approached the Customer soliciting or attempting to solicit such sale.

Social Marketers who are not registered under and for the purposes of the Goods and Services Tax Legislation cannot charge Goods and Services Tax (GST) to a Customer and must supply a Modere Customer Receipt with each customer order.

Social Marketers who are registered for GST purposes must charge GST and must supply to the customer a Social Marketer Tax Invoice with each Customer order.

SECTION 7 –BONUS AND COMMISSIONS7.1 – BONUSES AND COMMISSIONS QUALIFICATIONSA Social Marketer must be active and complying with the Agreement to qualify for bonuses and commissions in accordance with the Modere Compensation Plan.

The minimum amount for which Modere will issue a bonus payment via direct deposit is $5.00 subject to change at Modere discretion.

If a Social Marketer requests a paper cheque to be issued, Modere will charge a $10 fee per cheque; fees are subject to change at Modere discretion. Minimum amount for which Modere will issue a cheque is $20.00.

Click here for full Modere Compensation Plan details.

7.2 – ADJUSTMENT TO BONUSES

7.2.1 – Adjustments for Returned Products

Social Marketers receive bonuses and commissions based on the actual sales of products to end consumers. When a product is returned to Modere for a refund, the bonuses and commissions attributable to the returned product(s) will be deducted from future bonus payments until the bonuses or commissions is recovered in full, from the Social Marketers who received bonuses and commissions on the sales of the refunded products.

7.2.2 – Other Deductions

Modere may deduct fees from Social Marketer’s bonus entitlements for network reports requested by a Social Marketer, label fees, transfer request fees, and fees for

other services provided by Modere, and for any other outstanding balance on a Social Marketer’s Account. The Company further reserves the right to deduct sums from a Social Marketer’s bonus entitlement that constitute disciplinary sanctions.

7.2.3 – A Social Marketer who is eligible to receive a bonus entitlement for a volume month must pay to Modere an Administration Fee for that month. The fee may be debited by Modere against the Social Marketer Account. If a Social Marketer is not entitled to a bonus entitlement for a volume month, no Administration Fee shall be payable for that month. Modere reserves the right to amend the Administration Fee from time to time.

7.3 – REPORTSAll information provided by Modere in network reports, including but not limited to personal, Customer and organisation points (or any part thereof) and downline sponsoring activity, is believed by Modere to be accurate and reliable at the time of publication. Nevertheless, due to various factors, (including the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic payments; returned products; and credit card and electronic charge-backs), the accuracy and reliability of the information is not guaranteed by Modere or any persons creating or transmitting the information.

ALL PERSONAL, CUSTOMER AND ORGANISATION POINTS INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MODERE AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY SOCIAL MARKETER OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL, CUSTOMER AND ORGANISATION POINTS INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF MODERE OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, MODERE OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

http://images.modere.com.au/australia/docs/compensation-plan.pdf


Access to and use of Modere’s reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is”. If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to Modere’s reporting services and your reliance upon the information.

SECTION 8 – PRODUCT GUARANTEES AND RETURNS8.1 – PRODUCT GUARANTEEModere offers a 15-day product satisfaction guarantee (less shipping and handling charges) to all Social Marketers. Social Marketers shall honor this guarantee on all products that they sell to their Customers. The product return policy for Customers can be located on the official Modere web site.

8.1.1 – Cooling Off Period and Product Returns

Modere sells and supplies its product to Social Marketers on the basis that if the Social Marketer on-sells that product to Customers it does so on the basis that the Customer is given fifteen (15) days after purchase to cancel the order and receive a full refund from the Social Marketer consistent with the cancellation notice on the Purchase. When a Customer cancels or requests a refund within the 15-day period, the Social Marketer must promptly refund the Customer’s money provided that where the product has been delivered to the Customer the product is returned to the Social Marketer within that 15 day period in substantially as good a condition as when received. Social Marketers must ensure they comply with Australian Consumer Law with regards to the requirement for a Purchase Agreement and if a Purchase Agreement is required, it is completed correctly.

8.1.2 – Returns by Social Marketers (Products Returned by Customers)

If a Customer returns a product to the Social Marketer from whom it was purchased, the Social Marketer may return it to the Company for an exchange or refund (less shipping and handling). To be eligible for a refund or exchange products returned by Customers must be returned by the Social Marketer to the Company within 15 days from the date on which the product was returned to the Social Marketer along with the Product Sales Receipt that the Social Marketer gave to the Customer. Social Marketers must contact the Modere Services Department prior to returning product to receive approval to return.

8.2 – PROCEDURES FOR ALL RETURNS FROM SOCIAL MARKETERS TO MODEREThe following procedures apply to all product returns to Modere by the Social Marketer for refund, credit, or exchange:

8.2.1 – All product must be returned by the Social Marketer who purchased it directly from Modere.

8.2.2 – If upon receipt by the Social Marketer of product from Modere, the product is ascertained by the Social Marketer to be unsatisfactory, the Social Marketer may return such product to Modere within 15 days of receipt of the product (after contacting the Modere Services Department and obtaining approval to return) and Modere will provide to the Social Marketer (at Modere’s election), replacement product or product equal in value.

8.2.3 – For the purposes of this Section ‘unsatisfactory’ in relation to Modere product excludes: (a) product where a significant proportion of the product has been consumed and no reason (satisfactory to Modere) for its return is given to Modere; (b) product from the Modere colour cosmetic product range which is rejected due to colour preference; (c) product that is temporally aged; or (d) product damaged by the Social Marketer or any third party.

8.2.4 – No processing of refund, credit or exchange will take place until the unused portion of the product in its original container is returned to Modere along with a copy of the original dated retail sales receipt, if applicable.

8.2.5 – Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned, and the best and most economical means of shipping is suggested. All returns must be shipped to Modere with shipping pre-paid by the Social Marketer; Modere does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Social Marketer. If returned product is not received by the Modere Services Department, it is the responsibility of the Social Marketer to trace the shipment.

No refund, credit or exchange of product will be made if these rules are not met.


SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS9.1 – DISCIPLINARY SANCTIONSIf a Social Marketer breaches the Agreement (including these Policies and Procedures) or commits any illegal, fraudulent, deceptive, or unethical business conduct by a Social Marketer as determined by Modere, Modere may elect any one or more of the following in its absolute discretion (but without prejudice to any other right or remedy available at law to Modere in the circumstances):

9.1.1 – Issuance of a written warning or admonition;

9.1.2 – Requiring the Social Marketer to take immediate corrective measures, including but not limited to personally refunding Customers who may have been harmed by the Social Marketer’s improper conduct;

9.1.3 – Imposition of a fine, which may be withheld from bonus payments;

9.1.4 – Requiring an offending Social Marketer to pay for all refunds, rebates, or damages that Modere incurs as a result of the Social Marketer’s improper conduct; such sums may be deducted from the Social Marketer’s bonus payments;

9.1.5 – Loss of entitlement to one or more bonus payments;

9.1.6 – Modere may withhold from a Social Marketer all or part of the Social Marketer’s bonuses or commissions during the period that Modere is investigating any conduct allegedly in breach of the Agreement; and if a Social Marketer’s Agreement is terminated for disciplinary reasons, the Social Marketer will not be entitled to recover any bonuses or commissions withheld during the investigation period;

9.1.7 – Suspension of the Social Marketer’s Agreement for one or more bonus periods;

9.1.8 –Termination of the Social Marketer’s Agreement;

9.1.9 – Any other measure expressly allowed within any provision of the Agreement or which Modere deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Social Marketer’s policy violation or contractual breach;

9.1.10 – In situations deemed appropriate by Modere, the Company may institute legal proceedings for monetary and/or equitable relief.

9.2 – GRIEVANCES AND COMPLAINTSWhen a Social Marketer has a grievance or complaint with another Social Marketer regarding any practice or conduct in relationship to their respective Modere businesses, the complaining Social Marketer should first report the problem to his or her Sponsor, who should review the matter and try to resolve it with the other party’s upline Sponsor. If the matter cannot be resolved, it must be reported in writing to the Modere Corporate Office for review.

9.3 – APPEALS OF DISCIPLINARY SANCTIONSIf a Social Marketer wishes to appeal a disciplinary sanction, the Social Marketer’s appeal must be in writing and sent via Certified Mail, Return Receipt Requested and received by the Company within 15 days from the date of Modere’s disciplinary notice. If the appeal is not received by Modere within the 15-day period, the sanction will be final. The Social Marketer must submit only new supporting documentation with his or her appeal correspondence. If the Social Marketer files a timely appeal of cancellation, Modere will review and reconsider the cancellation, consider any other appropriate action, and notify the Social Marketer in writing of its decision.

9.4 – CLASS ACTION WAIVERAny claim brought by a Social Marketer must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The Social Marketer expressly waives any right to maintain any Class Action in any forum against Modere and to exercise any right to get out of any Class Action against Modere. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

9.5 – GOVERNING LAW, JURISDICTION, AND VENUEThe Agreement (including these Policies and Procedures) is governed by the law of South Australia and the parties agree to submit to the jurisdiction of the courts of South Australia to determine any dispute between them in relation to the Agreement.

SECTION 10 – ORDERING10.1 – CUSTOMERSSocial Marketers are encouraged to develop a group of Customers who purchase Modere products directly from the Company through the official Modere website. As such, Customers can purchase Modere products directly from the Company. These Customers can take advantage of this opportunity by purchasing products directly through a Modere website by using a Customer referral code provided to them by a Social Marketer.


10.2 – PURCHASING MODERE PRODUCTSEach Social Marketer should purchase his or her products directly from Modere. If a Social Marketer purchases products from another Social Marketer or any other source, the purchasing Social Marketer will not be eligible to receive bonuses and commissions on those purchases from Modere.

10.3 – GENERAL ORDER POLICIESA valid product order from a Social Marketer to Modere requires that: (a) products, sales aids and their respective price must be recorded by the Social Marketer on the appropriate order; and (b) proper and full payment must accompany the order.

10.4 – BACK ORDER/MISSING ITEMS/RETURNS POLICYIf a Social Marketer receives a product delivery and a product item is missing from the delivery, check the tax invoice first to ascertain if the item is on Back Order. ‘Back Order’ is the term used by Modere for a product item that is temporarily ‘Out of Stock’. The item is still invoiced and paid for and bonuses and commissions are paid on these Back Order items to the Social Marketers allocated volume month. The back ordered item will be delivered as soon as it becomes available and at no extra cost to the Social Marketer. All Back Orders and invoices will be sent to the nominated ‘Ship To’ address on the original order.

If an item is missing from a product delivery and is not on Back Order, or recorded as Discontinued’ or ‘temporarily unavailable’, please contact Modere.

The responsibility for arranging and paying shipping charges to return product or sales aids to Modere rests solely with the Social Marketer unless otherwise authorised by Modere. For full details please refer to Section 8 – Product Guarantees and Returns.

10.5 – CONFIRMATION OF ORDERA Social Marketer and/or Customer must confirm that the product received matches the product listed on the shipping invoice and is free of damage. Failure to notify Modere of any shipping discrepancy or damage within fifteen 15 days of shipment may cancel a Social Marketer’s right to request a refund or exchange.

SECTION 11 – PAYMENT AND SHIPPING11.1 – INSUFFICIENT FUNDSIt is the responsibility of each Social Marketer to ensure that there are sufficient funds or credit available in their payment or credit card account nominated by the Social Marketer to cover all payments, including orders, fees, etc. Insufficient funds may result in a Social Marketer’s product order not being processed and therefore failure to meet their bonuses and commissions qualification requirements for the volume month.

11.2 – DISHONOURED CHEQUESIf a Social Marketer supplies Modere with a dishonoured cheque, Modere reserves the right to request the Social Marketer to pay by money order, bank cheque, direct deposit or credit card (Mastercard and Visa only) for future transactions. Orders accompanied by any cheque, other than a bank cheque, that is equal to or greater than $500, will be held for approximately three (3) days, until Bank clearance is received. Modere reserves the right to charge an administration fee for insufficient funds in credit accounts, or for dishonoured cheques and the like, at its discretion. Any outstanding balance owed to Modere by a Social Marketer for dishonoured cheques and any associated administration fees will be withheld from subsequent bonus payments.

Modere may decline any future orders from a Social Marketer until any outstanding debit balance has been paid by the Social Marketer.

11.3 – RESTRICTIONS ON THIRD-PARTY USE OF CREDIT CARDSThe unauthorized use of another person’s credit card constitutes credit card fraud. If credit card fraud has been committed, disciplinary procedures will be commenced.

11.4 – SHIPPING REQUIREMENTSA Social Marketer shall pay to Modere for product supplied by Modere to the Social Marketer, a shipping & handling charge determined from time to time by Modere. Shipping & handling is free on Social Marketer sign up only. Modere does not deliver product outside of mainland Australia, with the exception of Tasmania and Kangaroo Island where there may be extended delivery times.

11.5 – PRODUCT DELIVERY REQUIREMENTSAll products shall be delivered to the ‘Ship To’ address nominated on the order lodged with Modere.

Deliveries cannot be sent to Post Office (PO) Boxes. Modere does not guarantee door to door delivery, it is dependent on the freight network, delivery will be as close as possible that is convenient. If there is no-one to accept the product delivery at the given ‘Ship To’ address, the courier will not leave the delivery for safety reasons. However if you require the parcel to be left, please complete the ‘Authority to Leave’ section on the order. Product left as instructed by the Social Marketer shall be the Social Marketer’s responsibility. Processing of an order can take up to one working day from receipt. Modere aims to deliver orders to capital cities within 3 working days from despatch. (This excludes weekends and public holidays), allow an extra 1-2 days for deliveries to country areas and for orders placed during the close-off of a volume month and all public holidays. Dangerous Goods may have a marginally extended delivery time and a signature is required for delivery. There can be no ‘Authority to Leave’ on Dangerous Goods.


SECTION 12 –RENEWAL, SUSPENSION AND TERMINATION12.1 – RENEWAL

12.1.1 – It is the Social Marketer’s responsibility to apply to renew their Social Marketer Agreement annually by the anniversary of Modere’s acceptance of the Social Marketer Application and Agreement form by paying the renewal fee to Modere. Renewal of a Social Marketer Agreement requires approval by Modere and Modere may accept or reject any Social Marketer Renewal Application in its absolute discretion, without having to provide any reason for its acceptance or rejection.

12.1.2 – If the Renewal Application and Renewal Payment (as determined by Modere from time to time) are not delivered to Modere by the required date, the Social Marketer Agreement cannot be renewed and your status will be reclassified from ‘Social Marketer’ to that of a Customer and any downline involved will roll up to your sponsor. A Social Marketer reclassified as a Customer is entitled to purchase Modere products, but will not be entitled to participate in the Modere Compensation Plan.

12.1.3 – If the Social Marketer Agreement is not renewed the Social Marketer and any Associate cannot apply for a new Social Marketer Account, under a different sponsor for at least twelve (12) months from the date of change of status to Customer. The renewal anniversary date will be considered the change of status to that of Customer date, provided the Customer Account has not placed a Modere product order since the Renewal anniversary. If an order has been placed since the Renewal anniversary, the date the last order was placed shall be considered the change of status date and the twelve (12) months will apply from that date.

12.1.4 – If the Social Marketer Agreement is renewed, it is renewed for the next twelve (12) months on and subject to the Terms and Conditions of Social Marketer Agreement applying at the date of renewal and as amended from time to time – refer to Social Marketer Information Centre web site containing the latest Policies and Procedures Manual.

12.1.5 – The Renewal Fee is non-refundable.

12.1.6 – Modere reserves the right to vary the Renewal Fee at any time.

12.2 – SUSPENSION

12.2.1 – A notice of suspension of the Agreement by Modere may be directed to the Social Marketer’s address as recorded in Modere’s records and shall be deemed to be received (whether dispatched by post or facsimile) the day immediately following dispatch and if that day is a Saturday, Sunday or public holiday, then the notice shall be deemed to be received on the next succeeding business day in the jurisdiction of address. In the case of personal service, notice shall be received at the time of such personal service.

12.2.2 – Modere may suspend an Agreement where in the opinion of Modere the Social Marketer has breached or may be in breach of the Agreement. The suspension will remain in place until the Social Marketer’s breach or alleged breach is resolved to Modere’s satisfaction. Modere may investigate the breach or alleged breach and the Social Marketer shall provide assistance to and co-operate with Modere (if requested by Modere) in relation to the investigation including allowing Modere to inspect records of the Social Marketer Account.

12.2.3 – If a Social Marketer is suspended: (a) the benefits of Social Marketer Account (including entitlements [if any] to bonus payments) will cease from the commencement of the volume month in which the Social Marketer’s breach occurred or is alleged to have occurred (the Effective Date); (b) the Social Marketer must not represent themselves as a Social Marketer of Modere’s products, or purchase or place orders for such products and Modere is not obliged to sell or supply such products to the Social Marketer including unfilled orders for products lodged by the Social Marketer prior to the Effective Date; (c) the Social Marketer is not entitled to the benefits of a Social Marketer Account including, but not limited to all bonus payments; and (d) where bonus payments, for the volume month in which the breach or alleged breach has occurred, have been paid to the Social Marketer by Modere, such payments must be refunded to Modere by the Social Marketer, pending resolution of the suspension.

12.2.4 – If the breach or the investigation into the alleged breach is waived by Modere or resolved (as the case may be) in the Social Marketer’s favour, the suspension ceases and entitlements to bonus payments and to benefits of the Social Marketer Account shall be reinstated as from the Effective Date.

12.3 – TERMINATION OF THE AGREEMENTA Social Marketer’s breach of any of the terms of the Agreement may result in any of the sanctions listed in Section 9.1, including termination of his or her Social Marketer Agreement. The Agreement will also terminate forthwith on the occurrence of any of the following: (a) a creditor of the Social Marketer enforces or there arises in favour of the creditor a right to enforce a security over the Social Marketer or any of its assets


given or granted to that creditor; (b) the Social Marketer (other than a natural person) ceases to exist; (c) the commencement of winding up or bankruptcy of the Social Marketer or a meeting is called of the Social Marketer’s creditors in their capacity as creditors (actual or contingent) of the Social Marketer; (d) the return to Modere of product (other than by way of a product default claim) despatched to the relevant Social Marketer by or on behalf of Modere together with the Modere Information Pack. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered by an express courier to the Social Marketer’s last known address (or fax number), or to his or her attorney, or when the Social Marketer receives actual notice of cancellation, whichever occurs first.

If a Social Marketer Agreement is terminated pursuant to this section, the Social Marketer Account will remain in its current position, but only for the purposes of termination, and its downline organisation will remain intact until the Company has recouped all costs and losses associated with the Social Marketer Agreement’s cancellation. Once the Company has recouped all costs and losses, the cancelled Social Marketer Agreement shall be terminated from the system and the downline organisation will roll up.

12.4 – VOLUNTARY TERMINATIONA Social Marketer may terminate the Agreement at any time, regardless of reason. Termination must be submitted in writing on the Social Marketer Cancellation Form, to the Company at its principal business address. The written notice must include the Social Marketer’s signature, printed name and address.

12.5 – EFFECT OF TERMINATIONSo long as a Social Marketer remains active and complies with the terms of the Social Marketer Agreement (including these Policies and Procedures), Modere shall pay bonuses and commissions to a Social Marketer in accordance with the Compensation Plan. A Social Marketer’s bonuses and commissions constitute the entire consideration for the Social Marketer’s efforts in generating sales and all activities related to generating sales (including building a downline organisation). A Social Marketer whose Social Marketer Account is cancelled will permanently lose all rights as a Social Marketer. This includes the right to sell Modere products and the right to receive future bonuses and commissions, or other income resulting from the sales and other activities of the Social Marketer’s former downline sales organisation. In the event of termination, Social Marketers agree to waive all rights they may have, including but not limited to property rights, to their former downline organisation and to any bonuses and commissions or other remuneration derived from the sales and other activities of his or her former downline organisation.

Following a Social Marketer’s termination of his or her Social Marketer Agreement, the former Social Marketer shall not represent himself or herself as a Social Marketer and shall not have the right to sell Modere products. A Social Marketer whose Social Marketer Agreement is terminated shall receive bonuses and commissions only for the last full pay period during which he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary termination).

A Social Marketer must continue to observe any obligation of confidentiality owed by the Social Marketer to Modere. However, the Social Marketer is not released from: (a) any claim or cause of action that Modere has or might have against the Social Marketer that accrued prior to or arising from termination; or (b) any obligation of the Social Marketer to Modere that the Social Marketer is or was required to perform in connection with or prior to termination whether under this Agreement or otherwise.

MODERE AUSTRALIA PTY LTD

LEVEL 1 200 EAST TERRACE

ADELAIDE5000

MODERE.COM.AU POLICIES AND PROCEDURES • 04/16

Documents

STATEMENT OF POLICIES AND PROCEDURES...by Modere Australia Pty Ltd ABN 11 065 366 458, (hereafter “Modere” or the “Company”) together with the Modere Social Marketer Agreement