AUSTRALIANA BOTANICALS INC POLICIES AND PROCEDURES

SECTION ONE: INTRODUCTION

From this point forward Australiana Botanicals independent Advocates will be referred to as “Advocates”.These Policies and Procedures govern the way in which an Advocate conducts business with Australiana Botanicals. These Policies and Procedures along with the Australiana Botanicals Distributor Application and Agreement (the “Distributor Agreement”) and the Compensation Plan (collectively referred herein as the “Agreement”), such as may now exist or hereafter be amended, constitute the complete and binding agreement and understanding between Australiana Botanicals Advocates and Australiana Botanicals. Failure to comply with the provisions of any of these documents may result in the termination of the Distributor Agreement. Should any portion of the Agreement, or any instrument published by Australiana Botanicals be declared invalid in a court of jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.

1.1 Advocate Code of Conduct.

• I will be honest and fair in my dealing as an Advocate of Australiana Botanicals. • I will perform my business in a manner that will enhance my reputation and the positive reputation established by Australiana Botanicals. • I will be courteous and respectful of every person I contact in the course of my Australiana Botanicals independent activities. • I will fulfill my leadership responsibilities as a sponsor including training, supporting and communicating with the Advocates in my organization. • I will not misrepresent Australiana Botanicals products or the Compensation Plan or make income statements as to earning possibility. • I will not sponsor or attempt to sponsor any Australiana Botanicals Advocate directly or indirectly into any other network marketing program or engage in deceptive or illegal practices. • I will be honest in expressing my personal experience and the benefits received from Australiana Botanicals products, services or programs, I will not make false or misleading claims and I will not make any medical or structure function claims regarding any Australiana Botanicals products. • I understand and agree that I am solely responsible for all financial and/or legal obligations I incur in the course of my business as an Advocate and will discharge all debts and duties as required of an Advocate.

1.2 Independent Contractor Status.

An Advocate will not be treated as an employee for any governmental tax purposes. All Advocates are independent contractors engaged in their own separate business pursuits. Advocates are not considered purchasers of a franchise, nor does the Agreement between Australiana Botanicals and its Advocates create an employee/employer relationship, agency, partnership or joint venture. Advocates are strictly prohibited from stating or implying, whether orally or in writing, that their relationship is any other than as above outlined. Each Advocate shall hold Australiana Botanicals harmless from any claims, damages or liabilities arising out of such Advocate’s business practices. Advocates have no authority to bind Australiana Botanicals to any obligation. Each Advocate is encouraged to set up his/her own hours of work and to determine his/her methods of sales and promotions, as long as he/she complies with the terms of the Agreement.

1.3 Business Conduct. 

Each Advocate will perform all of his/her business activities in a professional and ethical manner, which will enhance the Advocate’s reputation and the positive reputation of Australiana Botanicals. Advocates will not engage in any conduct that could negatively reflect on Australiana Botanicals or any other Advocate’s image. Advocates will be courteous and respectful of every person contacted including employees and executives of Australiana Botanicals and will conduct their business in a way as to respect the products and professionalism of Australiana Botanicals and its other Advocates. An Advocate will under no circumstances disparage or infringe upon the Australiana Botanicals name or reputation in connection with the marketing of Australiana Botanicals products or misappropriate any confidential or proprietary information or trade secrets (including Advocates names and address lists) of Australiana Botanicals for use by the Advocate or others.

1.4 No Purchase Required.

No Australiana Botanicals Advocate is required to purchase products. Purchases are made voluntarily. Advocates can personally enroll other Preferred Customer and new Advocates and earn income and Bonuses based on product sales as outlined in the Compensation Plan in its current form at any given time.

1.5 Confidentiality Agreement. 

Advocates may gain access to confidential information of Australiana Botanicals. Specifically, without limiting the foregoing, confidential information includes information contained in any genealogical or downline report provided or accessible to an Advocate, customer lists, manufacturer information, commission or sales reports, product formulas, and other financial and business information of Australiana Botanicals. All such information (whether in electronic, oral or written form) is proprietary to and owned by Australiana Botanicals, and is transmitted or available to Advocate in strict confidence. Each Advocate agrees that he/she will not disclose any such confidential or proprietary information to any third party, directly or indirectly, or use the information to compete with Australiana Botanicals or for any other purpose except as expressly authorized by the Agreement. This information is to be used only for the promotion of the Australiana Botanicals program in accordance with the Agreement. Advocate and Australiana Botanicals agree that without this agreement of confidentiality and non- disclosure, Australiana Botanicals would not provide the information or make it accessible to Advocate. This provision shall survive the termination or expiration of the Distributor Agreement.

SECTION TWO: BECOMING AN AUSTRALIANA BOTANICALS INDEPENDENT DISTRIBUTOR (ADVOCATE)

2.1 Advocate Enrollment. 

An applicant may enroll online through their sponsor’s personal Australiana Botanicals Advocates Website, by doing so they will sign the electronic consent for the Australiana Botanicals Distributor Agreement. At this time the applicant shall make payment online for any purchased Australiana Botanicals product. An applicant can also send in a written Australiana Botanicals application form and consent to the Australiana Botanicals Customer Care Center nearest where they live either by e-mail or by mail. All written applications must be received by the Australiana Botanicals Customer Care Center two business days prior to the close of the month to ensure they are entered properly and credited to the current volume month. The term of the Distributor Agreement is one (1) year from the date of its acceptance by Australiana Botanicals. Advocates must renew their Distributor Agreement each year by paying an annual renewal fee as stated on the corporate web site found at www.AustralianaSkin.com, on the anniversary date of their Distributor Agreement. Annual renewal fees will be deducted from the next bonus payment to the distributor. If there is not enough of a bonus to deduct this amount the Advocate may elect to make payment by credit card or otherwise. Advocates can continue to purchase product however they cannot earn commission until the annual renewal fee is paid.

2.2 Distributor Rights.

All Australiana Botanicals Advocates are authorized to sell Australiana Botanicals products and to participate in the Australiana Botanicals Compensation Plan. All Australiana Botanicals Advocates may sponsor new Advocates. Australiana Botanicals Preferred Customers may purchase products at a discount, as stated on the corporate web site in the Compensation Plan section.

2.3 Legal Age. 

A distributor must be of legal age in his or her country of residence to be an Australiana Botanicals distributor.

2.4 Married Couples. 

Each participant or legal entity is limited to (1) one Distributorship. Husbands, wives or common-law couples (collectively “spouses”) who wish to become an Australiana Botanicals Advocate must enroll as one (1) Australiana Botanicals entity and may not be associated, directly or indirectly, with distributor positions in other direct selling distributor organizations. The action of one spouse will be attributed to both spouses and, therefore, the Advocate position. In the event that two (2) Advocates marry, they may each maintain the Advocate positions they had previous to the marriage.

2.5 Corporations, Partnerships, and Trusts. 

Corporations, limited liability companies, partnerships and/or trusts may become Advocates ONLY when the completed Distributor Agreement is accompanied by copies of the incorporation, articles of incorporation, articles of organization, partnership agreement or trust document or other charter or organic document as filed with the state (where applicable).To ensure compliance with the Distributor Agreement, Advocates must disclose a complete list of all directors, officers, and shareholders involved in the corporation. Limited liability companies must disclose a complete list of all members, officers, and managers. Partnerships must disclose all general and limited partners. Trusts must disclose the trustee(s) and beneficiary/beneficiaries. This information may be mailed or emailed to Australiana Botanicals and must be updated by the Advocate in the event of change within 30 days of any changes. Shareholders, members, partners, beneficiaries and trustees, as applicable, agree to remain personally liable to Australiana Botanicals and bound by the Agreement. A completed “Operating Under a Business Name” or DBA (Doing Business As) form must be on file with Australiana Botanicals. In any distributor position involving the efforts of more than one individual, whether as a corporation, partnership, Limited Liability Company or trust, the actions of one participant shall reflect on the distributorship as a whole. If one participant is found to have violated the terms and conditions of the Agreement, then the distributorship as a whole will be considered to be in violation.

2.6 Fictitious and/or Assumed Names. 

A person or entity may not apply for a distributorship using a fictitious or assumed name or use the identity of another person or entity that will not be associated with the distributorship. No one may enter a government-issued identification number that was not assigned to the primary individual or entity on the distributorship.

2.7 Tax Identification Number. 

All U.S. Advocates are required by federal law to obtain a Social Security Number or Federal Identification Number and provide it to Australiana Botanicals. Australiana Botanicals will use that number for all government reporting purposes. Any applicant that does not provide, when requested, valid US government-issued tax identification numbers, or valid and current US work authorization, will not be accepted.

2.8 Taxation. 

Australiana Botanicals Advocates will be treated as independent contractors for government tax purposes. As independent contractors, Advocates will not be treated as employees, franchisees, joint ventures, partners, or agents with respect to the US government statute, ordinance, rule or regulation. Advocates are responsible for the payment of all income, self-employment and other taxes relating to their business and earnings.

SECTION THREE: LEGAL COMPLIANCE

3.1 Legal Compliance. 

All Australiana Botanicals Advocates shall comply with all government statutes, regulations and local ordinances and regulations concerning the operation of their business. All Advocates are responsible for their own managerial decisions and expenditures. Since Advocates are not Australiana Botanicals employees, Australiana Botanicals will not be responsible for payment or co-payment of any employee benefits.

3.2 No Exclusive Territories. 

There are no exclusive territories for recruiting purposes nor shall any distributor imply or state that he/she has any exclusive territory rights. There are no geographic limitations on distributor sponsoring except in those foreign countries that have not officially been opened by Australiana Botanicals.

3.3 Representation of Government Endorsements. 

Government regulatory agencies do not endorse direct selling programs or their products or services. Therefore, Advocates may not represent directly or indirectly that the Australiana Botanicals Compensation Program or its products or services have been endorsed by any government agency except with regard to the standard regulatory requirements necessary to do business and sell product in each country.

3.4 Medical Treatment, Approval and Therapy.

Australiana Botanicals Advocates must understand that he/she may not say directly or indirectly that any Australiana Botanicals product is approved by the FDA of the United States of America, or discuss or suggest that any diagnosis, evaluation, prognosis, description, treatment, therapy, or management or remedy of illness, ailment or disease can be improved by consumption, use or application of the product. Distributor must understand that Australiana Botanicals products are not offered, intended or considered as medicinal treatment of any disorder or disease, either mental or physical. Australiana Botanicals Advocates may make no claims regarding Australiana Botanicals products except as expressly authorized in writing by Australiana Botanicals.

3.5 Personal Information.

Personal information such as the distributor ID number, a distributor’s address, telephone number, and etc. will be treated as confidential and will not be used except in connection with Australiana Botanicals’ business unless required by law. In the event of an emergency, the inquiring party may contact Australiana Botanicals Customer Care department at www.AustralianaSkin.com, or otherwise updated contact point, who will advise the distributor that someone is attempting to contact him/her.

3.6 Non-Solicitation.

During the term hereof and for a period of twelve (12) months after the termination or expiration of the Distributor Agreement, for any reason whatsoever, a distributor shall not on, his/her own behalf, or on behalf of any other person, or other entity, hire, solicit or enroll any employee, distributor, Advocate, customer (including preferred customers), manufacturer, or supplier of Australiana Botanicals or any of its affiliates, or in any manner attempt to influence or induce any employee, distributor, customer, manufacturer or supplier of Australiana Botanicals or any of its affiliates, to alter or terminate their employment or business relationship with Australiana Botanicals or its affiliates or to join another network marketing company. No distributor shall use or disclose to any person any information of Australiana Botanicals obtained while the Distributor Agreement was in effect including names and addresses of Australiana Botanicals’ or any affiliates’ employees or Advocates. It is agreed that this provision shall survive the termination or expiration of the Distributor Agreement. Solicitation includes, but is not limited to, (i) producing or offering any promotional materials for another network marketing company which is used to solicit Australiana Botanicals Advocates to such company; (ii) promoting or selling products which compete with Australiana Botanicals products to Australiana Botanicals customers or Advocates; (iii) introducing or presenting, directly or indirectly, another network marketing company business to any Australiana Botanicals distributor; or (iv) offering any other company’s products or business opportunity at any Australiana Botanicals meeting or event. Australiana Botanicals regards this clause of significant importance. Infringement will be cause for legal redress.

3.7 Non-Competition.

Each distributor agrees not to compete with the protectable business interests of Australiana Botanicals by selling or promoting other products or opportunities during the term of the Distributor Agreement. Distributor acknowledges and recognizes these restrictions are necessary for Australiana Botanicals to protect its valuable interests and agrees that any injunction and/or other remedy is necessary and appropriate for Australiana Botanicals to protect such interests.

3.8 Vendor Confidentiality.

Australiana Botanicals business relationships with its vendors, manufacturers, and suppliers are confidential. A distributor shall not contact, directly or indirectly, speak with, or communicate with any representative or any supplier, manufacturer, or vendor except at an Australiana Botanicals sponsored event which the representative is present at the request of Australiana Botanicals.

3.9 Endorsements.

No endorsements by any third parties may be alleged, except as expressly communicated in Australiana Botanicals literature and communications. An Australiana Botanicals distributor may not state, directly or indirectly, that any Australiana Botanicals product is approved by the FDA or other government agency or may make any claim regarding its products not expressly authorized in writing by Australiana Botanicals.

3.10 Liability.

Violation of any of the Agreement may be grounds for suspension and/or termination of that individual’s distributorship. The violator also may be subject to civil or criminal liability resulting from violation of the Distributor Agreement, the Code of Professional Ethics, the Policies and Procedures of Australiana Botanicals, or governmental law. Additionally, Australiana Botanicals may withhold payment to any Australiana Botanicals distributor to offset any damages suffered by Australiana Botanicals as the result of a distributor’s violation of the Distributor Agreement, the Code of Professional Ethics, the Policies, and Procedures of Australiana Botanicals, or governmental law.

3.11 Other Services and Products.

Advocates are not restricted from selling the services and products of other companies during the term of the Agreement. However, direct or indirect promotion of those products and services to Australiana Botanicals Advocates is limited to those personally sponsored by a distributor.

3.12 Crossline Recruiting.

Recruiting others directly or indirectly whether through written, spoken or implied means from one (1) Australiana Botanicals distributor organization to another is strictly prohibited.

SECTION FOUR: SPONSORING & TRAINING AND TERMS OF TERMINATION

4.1 Sponsoring.

Australiana Botanicals Advocates are entitled to sponsor other individuals into their organization in the countries officially opened by Australiana Botanicals. Advocates are compensated only for the generation of sales of product and services and not for sponsoring new Advocates into the program.

4.2 Sale/Transfer of distributorship.

An Australiana Botanicals independent distributor position may be sold or transferred to a non-distributor only following a period of six (6) months from the distributor origination date. A completed and signed Sales/Transfer form must be submitted to Australiana Botanicals either through mail or email. All transfers are subject to a US $500 transfer fee. When such transfer is approved and accepted by Australiana Botanicals, any volume previously accumulated may be removed. Change in business status (individual to corporation or vice versa) also requires a completed and signed Sales/Transfer form and is subject to a US $250 fee. All fees are payable to Australiana Botanicals.

4.3 Multiple Applications.

If one applicant submits multiple Distributor Agreement forms listing different sponsors, only the first completed form to be received by Australiana Botanicals will be accepted. Australiana Botanicals reserves the right, in its sole discretion, to make the final decision with respect to all such disputes.

4.4 Placement Changes/Corrections.

One placement change or correction of sponsors may be requested within a period of three (3) days from the date of enrollment. Such adjustments require written permission from both the sponsor and the applicant and shall be directed to the Compliance Department of Australiana Botanicals. There will be no fee for the first change requested within the initial three (3) day period. After the initial three (3) day term, requests for placement change or correction of sponsorship will be reviewed by Australiana Botanicals and may be approved by Australiana Botanicals in its sole discretion, with additional conditions and restrictions as may be required by Australiana Botanicals. Such adjustments require written permission from the sponsor and all upline Advocates that are adversely affected with compensation. All requests for change shall be submitted to the Compliance Department of Australiana Botanicals. In the event a placement change or sponsorship change is approved under this paragraph, the Distributor shall pay a change fee of US $100 to Australiana Botanicals.

4.5 Sponsor Corrections.

Sponsor changes are not permitted. However, sponsor corrections can be made if the error is reported to Australiana Botanicals within three (3) days of enrollment. Sponsor corrections must be requested from the current (original) sponsor, stating the reason that the correction needs to be made.

4.6 Acquisition of Business.

A distributor desiring to acquire another distributor’s business must first terminate his/her distributor status and wait a period of six (6) months from the date of the resignation notice, before becoming eligible for such purchase. All such transactions must be fully disclosed through the completion of a Sales/Transfer form submitted to Australiana Botanicals and is subject to Australiana Botanicals’ approval.

4.7 Adding of Co-Applicants.

When adding a co-applicant (either an individual or a business entity) to an existing distributorship, Australiana Botanicals requires both a written request and a properly executed Distributor Agreement containing both the applicant and co-applicants Social Security Number and signatures. The original applicant must remain party to the original Distributor Agreement. If the original distributor wants to terminate his/her distributor relationship with Australiana Botanicals, he/she must do so in accordance to the Australiana Botanicals policy. If this is not followed, the business shall be terminated upon withdrawal of the original distributor. All bonus and commission checks will be sent to the distributor. A co-applicant may not under any circumstance be party to another distributorship. The modification permitted within the scope of this section does not include change of sponsorship. There is a $100 processing fee for changes or additions.

4.8 Training Requirement.

Advocates are required to assure the adequate training of Advocates they sponsor. “Adequate training” shall include, but is not limited to, education regarding the Policies and Procedures, Compensation Plan, product information, sound business practices, sales strategies, and ethical business behavior. A sponsor must maintain an ongoing, professional leadership association with Advocates in his/her organization and must fulfill the obligation of performing a bona fide supervisory, sales or distributive function on the sale or delivery of product and services to the ultimate consumer.

4.9 Resignation.

Any distributor may voluntarily resign his/her distributor status by failing to renew when required or by sending written notice to the Australiana Botanicals Compliance Department at compliance@AustralianaSkin.com. Resignation is effective upon receipt of such notice. A distributor who fails to renew or resigns his/her distributorship may not reapply, either individually or have a financial interest in any other distributor entity, for a period of six (6) months from the date of resignation.

4.10 Suspension.

Australiana Botanicals reserves the right to suspend any distributor position at any time for cause when it is deemed that the distributor may have violated the provisions of the Agreement, as they might be amended from time to time or the provisions of the applicable laws and standards of fair dealing. Australiana Botanicals shall make such involuntary suspension at its discretion pending the investigation of possible Policy violation. Australiana Botanicals will notify the distributor by postal delivery and/or email sent to the latest address listed with Australiana Botanicals for the distributor. In the event of a suspension, a distributor agrees to immediately cease representing himself/herself as a distributor with Australiana Botanicals. During the investigation period of the suspension, any commissions, overrides or bonuses, which may be due, if any, will be held in abeyance by Australiana Botanicals pending resolution. Should the infraction be deemed unsubstantiated by Australiana Botanicals, the suspension shall be lifted and any commissions, overrides or bonuses will be credited to the distributorship. During the applicable suspension period, Australiana Botanicals shall have the right to prohibit the suspended distributor from purchasing products and services. In addition, the suspended distributor does not have the right to represent himself/herself as a distributor or promote his/her distributor business or the products during the applicable suspension period.

4.11 Termination. 

A distributor may be terminated for violating any of the terms of the Agreement. Notice of the termination, citing the reason(s) for the action shall be provided in writing to the distributor and delivered either through postal or email. Termination shall be effective as set forth therein if a timely appeal is not provided by the distributor in accordance with the appeal procedure set forth below. Immediately upon termination, the terminated distributor:a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any Australiana Botanicals product, plan or program; b) Must cease representing himself or herself as a distributor of Australiana Botanicals; c) Loses all rights to his/her distributorship and position in the Compensation Plan and to all future commissions and earnings resulting therefrom; and d) Must take all action reasonably required by Australiana Botanicals relating to its materials and protection of its confidential information and intellectual property. Australiana Botanicals has the right to offset any amounts owed by a distributor to the Australiana Botanicals. Where laws on termination are inconsistent with this policy, the applicable law shall apply.

4.12 Appeal.

A terminated distributor may appeal the action by submitting a letter to the Compliance Department of Australiana Botanicals at compliance@AustralianaSkin.com stating the grounds of appeal. (Note: No telephone calls will be accepted under any circumstances). Australiana Botanicals must receive the letter of appeal within ten (10) business days of the date of such notice of termination, or as stated in the notification. If Australiana Botanicals has not received the letter of appeal by the deadline date, the involuntary termination shall automatically become final.If a distributor files a timely appeal, Australiana Botanicals will, at its sole discretion, review and notify the distributor of its decision. The decision of Australiana Botanicals shall be final and will not be subject to further review. In the event that an appeal is denied, the termination shall remain in effect as of the date of Australiana Botanicals’ original notice.

4.13 Cumulative Remedies.

All rights, powers, and remedies given to Australiana Botanicals are cumulative, not exclusive and in addition to any and all other rights provided by law. Upon a breach of the Agreement by a distributor, in addition to suspension and/or termination, Australiana Botanicals shall have the right to impose fines as established by Australiana Botanicals from time to time and/or to pursue all legal and equitable remedies to enforce its rights under the Agreement as set forth in Section 11.6. Australiana Botanicals will have the right to offset against commissions owed to a distributor any amounts owed to Australiana Botanicals by such distributor.

SECTION FIVE: SUCCESSION, DIVORCE OR DISSOLUTION 

5.1 Succession. 

Notwithstanding any other provisions of this section, upon the death of a distributor, the distributor entity shall pass to his/her successor in interest as provided by law. However, Australiana Botanicals will not recognize such transfer until the successor in interest has submitted a completed Sales/Transfer form to Australiana Botanicals together with certified copies of the death certificate and will, trust or other instrument and executed a Distributor Agreement. The successor shall thereafter be entitled to all the rights and subject to all the obligations as any other distributor. In addition, the successor-in-interest must be of legal age in his/her country of residence.

5.2 Divorce or Dissolution. 

During the pendency of divorce or entity dissolution, both parties must adopt one of the following methods of operation:• One of the parties may, with written consent of the other(s), operate the Australiana Botanicals business in writing by Australiana Botanicals to deal directly and solely with the other spouse or non- relinquishing shareholder, partner, or trustee; or • The parties may continue to operate the Australiana Botanicals business jointly on a business-as-usual basis, whereby all compensation paid by Australiana Botanicals will be paid in the joint names of the Advocates or in the name of the entity to be divided as the parties may independently agree between themselves. Under no circumstance will Australiana Botanicals split commissions and bonus payments between divorcing spouses or members of dissolving entities. Australiana Botanicals will recognize only one (1) downline organization and will issue only one (1) commission payment per Australiana Botanicals business per commission cycle. Commission payments shall always be issued to the same individual or entity. In the event that parties of a divorce or dissolution proceedings are unable to resolve a dispute over the disposition of commissions and ownership of the business, the Distributor Agreement shall be involuntarily canceled.

SECTION SIX: TRADEMARK, LITERATURE, AND ADVERTISING

6.1 Trademark.

The name of Australiana Botanicals and the name of all the Australiana Botanicals products, services, and programs are the trademarks of and owned by Australiana Botanicals. Only Australiana Botanicals is authorized to produce and market products and literature under these trademarks. This includes, but is not limited, to slides, overheads, brochures, videos, domain addresses, and training and/or marketing materials and all promotional material such as but not limited to t-shirts, caps, pins, magnetic signs, etc. Use of the Australiana Botanicals name and the name of all the Australiana Botanicals products on any item not produced or authorized by Australiana Botanicals is prohibited without written pre-approval. Distributor acknowledges that any right to use Australiana Botanicals’ trademarks and copyrighted materials is non-exclusive and that Australiana Botanicals has the right and sole discretion to grant others the right to use such trademarks and copyrighted materials. Distributor expressly recognizes that any and all goodwill associated with the trademarks and copyrighted materials (including goodwill arising from distributor’s use) inures directly and exclusively to the benefit of Australiana Botanicals and is the property of Australiana Botanicals, and that, on expiration or termination of the Distributor Agreement, no monetary amount shall be attributable to any goodwill associated with distributor’s use of the trademarks or copyrighted materials.

6.2 Phone Directory Listings.

Advocates are not permitted to use the Australiana Botanicals trade name in advertising their telephone number and fax number in their local telephone directory or on the Internet telephone directory without identifying themselves as independent Advocates or independent contractors.

6.3 “Toll Free” Telephone Number Listings.

Australiana Botanicals Advocates are not permitted to list their “toll free” telephone numbers under the Australiana Botanicals trade name without submitting a request for approval from the Compliance Department of Australiana Botanicals. If approval is granted, it must be stated in the following manner: 

John Lee

Independent Australiana Botanicals Distributor (or Advocate)

OR

Independent Australiana Botanicals Contractor

OR

Independent Australiana Botanicals Consultant

No other variation may be used to describe the distributor’s association with Australiana Botanicals.

6.4 Imprinted Checks.

Australiana Botanicals Advocates are not permitted to use the Australiana Botanicals trade name or any of its trademarks on their business or personal checking accounts.

6.5 Imprinted Business Cards or Letterheads. 

Australiana Botanicals independent Advocates are not permitted to create their own business cards or letterhead with the use of the Australiana Botanicals name or trademark without written approval from Australiana Botanicals. Australiana Botanicals will provide pre-approved business card templates that can be used without any written approval as long as no alterations to the intended content is made.

6.6 Australiana Botanicals Literature. 

Only official Australiana Botanicals literature may be used in presenting Australiana Botanicals products and/or the Australiana Botanicals Compensation Plan and business. Australiana Botanicals literature may not be duplicated or reprinted without prior written permission from Australiana Botanicals which may be obtained through emailing the Compliance Department at compliance@AustralianaSkin.com. Banners, trade show materials, and other related promotional material must be approved in advance and in writing by Australiana Botanicals. Items on the corporate website and the Advocates replicated website may be downloaded for promotional purposes.

6.7 Advertising

Only Australiana Botanicals approved materials may be used in the placement of any advertising in any print, radio, television, internet, electronic or other media. No person shall use the Australiana Botanicals name, logos, trademarks or copyrighted material in any advertising produced by Australiana Botanicals without express written permission from the Compliance Department of Australiana Botanicals. For approval email a copy of the proposed advertising material to the Australiana Botanicals Compliance Department. Once approval is obtained, no text may be amended or changed. If any change is made whatsoever, the new material must be submitted for approval. Advocates should allow forty-eight (48) hours from receipt for processing.

6.8 Internet and Website Policy.

An Australiana Botanicals distributor may promote his/her distributor business through Australiana Botanicals’ replicated website program only. The website links seamlessly and directly to the official Australiana Botanicals website giving the distributor a professional and Australiana Botanicals-approved presence on the Internet. No distributor may independently design a website that uses the names, logos, or product descriptions of Australiana Botanicals or otherwise promote (directly or indirectly) Australiana Botanicals products or the Compensation Program. Advocates may not use the trademarks of Australiana Botanicals or any derivative or abbreviation thereof as a domain name or email address. Advocates may not advertise or promote their distributor business or Australiana Botanicals’ business, products or marketing plan or use Australiana Botanicals’ name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of Australiana Botanicals, which approval may be withheld in its sole discretion. If written approval is given, Advocates must abide by the guidelines set forth by Australiana Botanicals, including, but not limited to the following: (a) Advocates shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor Advocates; (b) Advocates operating on-line websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used; (c) Advocates sharing personal information collected on-line shall provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his or her personal information not be shared, Advocates shall refrain from sharing such information; (d) Advocates shall provide individual consumers the option to terminate any further communication between the distributor and the consumer and if any consumer requests that a distributor cease communication, the distributor shall immediately stop communicating upon such request; (e) Advocates must abide by all laws and regulations regarding electronic communications; (f) Advocates may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed; (g) Advocates may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or which could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and (h) Advocates may not, directly or indirectly, send bulk unsolicited e-mails to persons with whom he or she they have no prior or existing personal or business relationship.

6.9 Domain Names.

Advocates may not use or attempt to register any Australiana Botanicals trade names, trademarks, service marks, product names, Australiana Botanicals name or any derivative thereof, for any Internet domain name.

6.10 Email and Newsgroup Marketing

Distributor emailing or employing the services to email unsolicited and unapproved email flyers are fully responsible for all information regarding the product and marketing program which is not expressly contained in advertising and promotional materials supplied directly by Australiana Botanicals. “Spamming” as well as telephoning or faxing without consent in compliance with various laws is strictly prohibited. Advocates shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Advocates shall not publish, post, upload, distribute, or communicate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Advocates shall not advertise or offer to sell any goods or services for any commercial purpose or conduct or forward surveys, contests, pyramid schemes or chain letters. Users of Australiana Botanicals website will not participate in any activity that will restrict or inhibit any other user from using and enjoying the website.

6.11 Auction Sales. 

Advocates may not sell Australiana Botanicals products or promote the Australiana Botanicals program via live, silent, internet or any other type of auctions, the only exception is if the product is offered at the full distributor suggested retail price. This policy will be strictly enforced, any violators will have their accounts immediately suspended.

6.12 Income Claims. 

Advocates may not display, in any manner for recruiting purposes or any other reasons, commission payments or make specific income claims or representations. The corporate website www.AustralianaSkin.com displays a formal income disclosure statement which Advocates should refer applicants to in the event of income-related questions.

6.13 Trade Shows. 

With prior written authorization from Australiana Botanicals, Advocates may display Australiana Botanicals products and the opportunity at trade shows. Requests for participation in trade shows must be received in writing by Australiana Botanicals at least two (2) weeks prior to the event. Australiana Botanicals products and the Australiana Botanicals business are the only products and opportunity that may be offered directly or indirectly at the trade show booth or table. Only Australiana Botanicals approved marketing materials may be displayed or distributed.

6.14 Re-Packaging Prohibited. 

The repackaging of Australiana Botanicals products for resale or for any reason whatsoever is strictly prohibited.

6.15 Recordings. 

Advocates shall not alter any Australiana Botanicals produced audio or video materials detailing the Australiana Botanicals opportunity or products without prior written approval. Advocates shall not record in any manner any Australiana Botanicals function without prior approval.

6.16 Telephone Answering. 

Advocates may not answer the telephone or create recordings saying” Australiana Botanicals” or in any manner that could lead the caller to believe that he or she has reached a Corporate Office of Australiana Botanicals.

6.17 Voicemail and Marketing Systems. 

Australiana Botanicals maintains an email communication system within Back Office for use by Advocates. This system is a tool intended to promote communication with downline organizations. Under no circumstance shall a distributor use the Australiana Botanicals email system to promote the sale of other services and products or any non-Australiana Botanicals program or opportunity. 

Australiana Botanicals provides, for a fee, a marketing and social media posting and marketing system titled Australiana Easy. This system may only be used to promote Australiana Botanicals products and in accordance with the terms and conditions of Australiana Botanicals policies and procedures. Any misuse of the system may be cause for suspension or termination of distributorship.6.18 Media Interviews. Advocates are prohibited from granting radio, television, newspaper, tabloid, Internet, or magazine interviews, or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize Australiana Botanicals, its products or their Australiana Botanicals businesses, without the express prior written approval of Australiana Botanicals. All media inquiries should be referred to Australiana Botanicals’ corporate office at compliance@AustralianaSkin.com.

SECTION SEVEN: PAYMENT OF BONUSES AND OVERRIDES

7.1 Distributor Agreement. 

Bonuses and overrides cannot be paid until a completed Australiana Botanicals Distributor Agreement has been received and accepted by Australiana Botanicals. Bonuses are paid ONLY on the sales of Australiana Botanicals products. No bonuses are paid on the purchases of any sales material, sales aids or the recruitment of Advocates.

7.2 Commission Payments. 

The minimum amount of payment of commission payments is US$20 or as otherwise mandated by any country in which Australiana Botanicals operates. If the earned amount is less than that amount, it will be accumulated until such time that the amount exceeds the minimum payment. The minimum payment amount may change up or down at any time without notice due to any changes in cost structure of the participating payment bank. 

7.3 Deductions. 

Any outstanding fees and charges due to Australiana Botanicals will be deducted from a distributor’s next payment.

7.4 Unclaimed Commissions and Credits. 

There shall be a US20 charge for issuing a paper check should a distributor require a physical check be written and sent for any unclaimed income or credits.

7.5 Dormant Outstanding Commission Payments. 

Commissions in a distributor's account or e-Wallet when there has been no activity in the e-Wallet for a period of one (1) year after termination due to inactivity will be retained by the company.

7.6 Funds Availability Policy

Australiana Botanicals strives to maximize the use of company resources, including its cash deposits. It is the company’s policy to always have sufficient cash on hand to meet the normal commission payments and funds requests of its members. However, large funds requests that are not consistent with the normal weekly requests may require special arrangements and take extra time. For this reason, it is Australiana Botanicals’ policy to limit funds requests to a maximum of $15,000 per week. Special arrangements can be made to accommodate larger funds requests with advance notice.

SECTION EIGHT: PURCHASE AND SALE OF PRODUCTS

8.1 Sales Presentations.

At sales presentations, Advocates shall truthfully identify themselves, the Australiana Botanicals products, and the purpose of their business to prospective customers. Advocates may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of products offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, refund rights, guarantees, and after-sales services and delivery. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness. Advocates must immediately discontinue a demonstration or sales presentation upon the request of the consumer. Advocates shall not directly or by implication, denigrate any other company or product. Advocates shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair competition. Points of comparison shall not be unfairly selected and shall be based on facts which can be substantiated. Advocates shall not abuse the trust of individual consumers, shall respect the lack of commercial experience of consumers and shall not exploit a customer’s age, illness, lack of understanding or lack of language expertise.

8.2 Purchase at Discount.

Australiana Botanicals Advocates are entitled to purchase products from Australiana Botanicals at a discounted price as advertised or promoted at any period.

8.3 Stockpiling Prohibited. 

The success of Australiana Botanicals depends upon retail sales to the ultimate consumer; therefore, all forms of stockpiling are discouraged. Australiana Botanicals recognizes that Advocates may wish to purchase certain products in reasonable quantities for their own use, for inventory purposes and for the purpose of provisioning new Advocates as they are sponsored. However, Australiana Botanicals strictly prohibits the purchase of products solely in an attempt to qualify for advancement in the Compensation Plan.

8.4 Back Orders. 

Should any Australiana Botanicals product be unavailable for any period of time, Australiana Botanicals Advocates will be given the option of placing the order(s) and waiting for availability or canceling the order with full reimbursement without penalties until those items are ready for shipping.

8.5 Seventy Percent Rule.

In order to qualify for commission and overrides, each distributor must certify with the purchase of product that he/she has sold to retail customers and/or has consumed seventy percent (70%) of all products previously purchased. This is known in the industry as the “Seventy Percent Rule”.

8.6 Retail Sales Required.

In order to qualify for any compensation payable under the Australiana Botanicals Compensation Plan, a distributor should make retail sales to the ultimate consumer.

8.7 Shipping Address.

Australiana Botanicals will only accept street addresses for shipping purposes. Orders will be shipped via a local courier or shipper as determined by Australiana Botanicals so that they may be tracked and, if necessary, replaced in a timely manner.

8.8 Direct Purchases.

An Australiana Botanicals distributor should purchase product needs directly from Australiana Botanicals. In the event that a distributor obtains product from his/her sponsor or upline distributor’s personal inventory, the commissions associated with the purchase will be attributed to the sponsor or upline who purchased the product.

8.9 Credit Card Purchases.

Credit card purchases may only be made by the individual whose name and address is on the credit card. Any distributor who uses another individual’s credit card to pay for purchases should submit a credit card authorization form to Australiana Botanicals with the order prior to placing the order. Australiana Botanicals considers unauthorized credit card use as fraudulent and will report such actions to the proper authorities for settlement.

8.10 Credit Card Chargebacks.

Under no circumstance will any distributor charge back any credit card purchase. Any distributor who does so will immediately lose all credit card ordering privileges until the charges are replaced with certified funds. If an erroneous charge is applied to a distributor’s credit card, the distributor should immediately contact Australiana Botanicals to initiate an investigation and resolution.

8.11 Commission Adjustments.

Any upline distributor affected by returned products to Australiana Botanicals will accordingly be subject to adjustment in his/her commissions, overrides and bonus accounts, personal volume, etc. based upon all commissions and bonuses paid on the returned products.

8.12 Bonus Buying.

Bonus buying includes (a) the enrollment of an individual or entity as an Australiana Botanicals distributor without the knowledge of and/or execution of a Distributor Agreement by such individual or entity; (b) the fraudulent enrollment of an individual or entity as a distributor; (c) the enrollment or attempted enrollment of a non-existent individual or entities as Advocates (phantoms); or (d) the use of a credit card on behalf of a distributor when the distributor is not the account holder of such credit card. Bonus buying constitutes a breach of these Policies and Procedures and is strictly prohibited.

8.13 Shipping Costs.

It is the ordering distributor’s sole responsibility to indicate a reliable address for shipping and delivery. Shipping costs will be automatically calculated. All shipping and delivery charges are included in the final price of Australiana Botanicals product. The final price of the product may vary from country to country as a result of shipping fees, delivery charges, duties, and taxes. Should the receiving party of an order shipped from Australiana Botanicals refuse delivery and the shipment is returned to Australiana Botanicals, the ordering distributor’s status will be made “suspended” pending resolution of the delivery refusal. Return delivery charges will be deducted from the distributor’s account.

8.14 Returned Packages.

In the event that a package is returned due to a distributor’s error or if the package was not picked up in a timely manner and returned, Australiana Botanicals will charge the distributor a re-shipping fee.

8.15 Special Orders.

Australiana Botanicals will not “hold” orders or delay shipment of products that have been processed. Once payment has been received, all orders must be released for shipping.

8.16 Consignment.

In order to protect the Australiana Botanicals business and the integrity of Australiana Botanicals, Australiana Botanicals products may not be delivered to an Australiana Botanicals distributor or another party on consignment. Only authorized Australiana Botanicals Advocates may sell Australiana Botanicals products.

8.17 Damaged Shipments.

In the event of goods received damaged the following procedure must be followed. 1. Accept delivery. 2. Before the driver leaves, document on the delivery receipt the number of boxes which appear to be damaged, while also including photographic evidence of such. 3. Save the damaged product and box(es) for inspection by the shipping agent. 4. Make an appointment with the shipping company to have the damaged goods inspected. 5. File a claim with the shipping company. 6. Notify the Customer Service Department of Australiana Botanicals at support@AustralianaSkin.com.

8.18 Short Shipments.

Australiana Botanicals takes pride in fulfilling orders in an accurate and timely manner. However, in those rare instances where errors may occur, a correction will be handled quickly to avoid further delay to the recipient. Advocates must report any damages or shortages within five (5) business days following receipt of shipment. Once notified and verified, Australiana Botanicals will ship missing or damaged items to the address on the original order.

8.19 Sales Tax. 

Advocates are responsible for reporting and paying all applicable sales tax in the country or jurisdiction they reside.

SECTION NINE: SALES AND PRICING

9.1 Price Changes. 

All Australiana Botanicals products prices are subject to change without prior notice. 

9.2 Suggested Retail Pricing. 

Australiana Botanicals provides a suggested retail price as a guideline. Australiana Botanicals Advocates may sell Australiana Botanicals products at whatever price they and their customers agree upon, however, a distributor is not permitted to advertise any price below the Australiana Botanicals suggested retail price. This includes but is not limited to “free” products or any other special pricing that would fall below the suggested retail price. No Australiana Botanicals product may be offered along with the products of any other company regardless of whether that product is offered through network marketing or any other means.

9.3 Receipts: Retail Customers. 

Australiana Botanicals Advocates will provide all retail customers of Australiana Botanicals products with printed sales receipts.

9.4 Insufficient Funds. 

It is the responsibility of each distributor to make certain that current credit card information is on file for Easy Replenish, (otherwise known as Autoship) payments and that there are sufficient funds for the draft.

9.5 Returned Checks. 

Under normal circumstances, Australiana Botanicals does not accept checks as a form of payment. However in the unusual situation where a check for payment was approved and that check was returned all distributor checks used for payment of product will be re-submitted for payment. A Twenty-FiveDollar ($35.00) processing fee will be charged to the account of the offending distributor. All subsequent orders must be paid by credit card, money order or cashier’s check.

SECTION TEN: RETAIL GUARANTEE AND REFUND POLICY

10.1 Product Returns.

The Australiana Botanicals Satisfaction Guarantee PolicyIf any Independent Distributor or Preferred Customer is unsatisfied with any Australiana Botanicals product purchased, Australiana Botanicals offers a 100% 45 day no questions asked money-back guarantee (unless otherwise required by law) from the date the product was purchased. This guarantee applies on the Distributor or Preferred Customers first purchase, on all subsequent purchases Advocates and Preferred Customers are always entitled to full replacement for any product that is damaged or not in useable condition. Please note that shipping charges are not refundable. Returns of the purchase price constitute an Advocate or Preferred Customers voluntary request to cancel. All refunds will be processed within 7 business days. Should you request a refund through the Australiana Botanicals Satisfaction Guarantee your distributor or Preferred Customer Agreement will be automatically terminated and you will lose all rights to any downline organization, and you will lose all rights to all remuneration under the Australiana Botanicals Compensation Plan. To request a refund simply do so by emailing your written request with your Australiana Botanicals ID number and or order number to support@AustralianaSkin.com. 

10.2 Return by Online and Preferred Customers. 

Australiana Botanicals offers online and preferred customers an unconditional 45-day money-back guarantee. If for any reason an Online or Preferred Customer is dissatisfied with any Australiana Botanicals product he/she may return his/her initial purchase of that product within 45 days for a replacement, exchange or full refund of the purchase price (less shipping).

10.3 Return Product Authorization. 

Before any product may be returned to Australiana Botanicals, whether it is a shipping error, retail customer return, damaged product or resignation, the distributor must contact Australiana Botanicals customer service either by mail or email to obtain a Return Merchandise Authorization number (RMA). Any package received without such identification clearly visible on the package exterior will be refused. Refused returns will either be disposed of without further obligation to Australiana Botanicals or returned to the customer after shipping has been paid.

10.4. Quality Control (QC).

Australiana Botanicals will replace, within thirty (30) days of purchase any product found to be defective. However, no product should be returned to Australiana Botanicals prior to the approval to do so from Australiana Botanicals Customer Service whether through mail or email request. In order to assure that replacement product will be issued, strict compliance to the following procedure is required:1. A written replacement request must be submitted, stating the reason for the request and accompanied by verification of payment. 2. Upon notification Australiana Botanicals will instruct the Advocate where to ship the product and will issue an RMA (Return Merchandise Authorization) number, which must be clearly written on the exterior of the returned package(s). Upon receipt and verification, Australiana Botanicals will ship out the replacement product(s).

10.5 Resignation Returns.

If an Advocate wishes to return product purchased for personal use, inventory purposes or sales aids while the Distributor Agreement was in effect, all product in CURRENT, REUSABLE AND RESALABLE condition which has been purchased within twelve (12) months shall be repurchased subject to compliance with the Seventy Percent Rule (see item 8.5) . The purchase shall be at a price of not less than ninety percent (90%) of the original net cost to the participant minus any freight charges and commissions paid to the distributor. Any such requests will be considered a resignation of the distributorship. In the event that inventory is returned that does not meet the above conditions for return, such merchandise will be held for a period of thirty (30) days during which time the Advocate has the right to request return of those items. Advocates will pay for all shipping charges. Should this request not be received by the customer service department in the time period noted above, Australiana Botanicals reserves the right to destroy such inventory without further compensation to that distributor. In order to ensure that a distributor refund issued in a timely manner, the following steps should be followed: 1. A written request must be submitted, either by postal delivery or email to Australiana Botanicals customer service, clearly citing the reason for the resignation and for the return of product and/or sales materials. 2. Upon receipt of the proper information, Australiana Botanicals will instruct the distributor where to ship the products along with the RMA (Return Merchandise Authorization) number, which must be clearly visible on the exterior of all packages. Any return without this information on the outside of the package will be refused without exception. Australiana Botanicals will issue the refund within approximately thirty (30) days from the date of receipt of the authorized merchandise. 3. The distributor assumes the cost of shipping any merchandise to Australiana Botanicals. 4. The distributor assumes responsibility for packing and shipping products in a manner that will ensure that it is received in a timely manner and with no damage. Australiana Botanicals will not accept damaged merchandise for refund. 5. Refunds will be issued in the same manner that payment was received. This means that if a credit card was used to place the order, the reimbursement will be issued back to that same card.

10.6 Unauthorized Returns.

Should a distributor refuse delivery of any Australiana Botanicals shipment or request to return any previously purchased product for a refund, such request will be deemed as a voluntary suspension.

10.7 Buyer’s Right to Cancel.

Federal law empowers a buyer to cancel certain sales without penalty prior to midnight of the third (3rd) business day following the transaction. This rule covers retail consumer sales of US$100 or more that occur away from the retailer’s main office. In addition, the Advocate must orally inform the buyer of the three (3) day right to cancel at the time the buyer signs the contract of sales or purchases the goods.

10.8 Exchanges.

Australiana Botanicals will not accept product exchanges from Advocates. 

10.9 Distributor Responsibility.

If a retail customer mails or delivers to aa Advocate a valid notice of cancellation prior to midnight on the third (3rd) business day after ordering or purchasing product, it must be honored by the Advocate. If a buyer has taken delivery of the goods, that product must be returned along with the notice, in as good a condition as when delivered. Within ten (10) business days after receiving the notice, the Advocate must refund all payment made under the contract of sale. Should retail customers contact Australiana Botanicals customer service concerning refusal of an Advocate to issue the appropriate refund in the time period indicated, such Advocate will be subject to suspension of distributorship pending resolution of the complaint.

10.10 Warranties. 

Except as expressly stated herein, Australiana Botanicals makes no warranty or representation as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any product or service purchased from or through Australiana Botanicals.

SECTION ELEVEN: GENERAL PROVISIONS

11.1 Record Keeping. 

Australiana Botanicals encourages all of its Advocates to maintain complete and accurate records of their business transactions. Australiana Botanicals may exercise its option to request records relating to retail sales or other matters as described herein or as required by applicable law.

11.2 Amendments. 

Australiana Botanicals, at its discretion, reserves the right to amend the Policies and Procedures as set forth therein, its Advocate or suggested retail prices, product availability and formulations, and Compensation Plan, as it deems appropriate without prior notice. Such Policies and Procedures and Compensation Plan modifications and all changes thereto, shall become a binding part of the Agreement upon publication on the official Australiana Botanicals website. It is the distributor’s responsibility to stay abreast of current and updated information, and Australiana Botanicals is in no way liable for any distributor’s lack of knowledge of the updated and current information. In the event of any conflict between the applicable Agreement and any such amendment, the amendment shall control. If Australiana Botanicals brochures, product catalogs, price lists, literature, website, information, etc. are revised, only the most current version is authorized for use by Australiana Botanicals Advocates.

11.3 Non-Waiver Provisions.

No failure of Australiana Botanicals to exercise any power under these Policies and Procedures or to insist on strict compliance by a distributor with any obligation to provision herein, and no custom or practice of the parties at variance with these Policies and Procedures shall constitute a waiver of Australiana Botanicals’ right to demand exact compliance with these Policies and Procedures. Waiver by Australiana Botanicals can be affected only in writing by an authorized officer of Australiana Botanicals. Australiana Botanicals’ waiver of any particular default by a distributor shall not affect or impair Australiana Botanicals’ right or obligation of any other distributor, nor shall any delay or omission by Australiana Botanicals to exercise any right arising from default affect or impair Australiana Botanicals’ right as to that or any subsequent default.

11.5 Reporting Policy Violations.

Advocates observing a policy violation by another Advocate should submit a written report of the violation to the Compliance Department of Australiana Botanicals either through postal delivery or email. Such documents must bear the Advocate’s signature and Australiana Botanicals Identification Number. Anonymous complaints will not be accepted under any condition. No telephone calls will be accepted with such matters as documentation must be presented in writing, both from the complaining party or parties and ultimately from the individual(s) cited for policy violation. Details of the incident such as dates, number of occurrences, persons involved, witnesses and any other supporting documentation should be included in the report.

11.6 Arbitration.

All disputes and claims relating to Australiana Botanicals, the Agreement, or its products, the rights and obligations of a distributor of Australiana Botanicals, or any claims or causes of actions relating to the performance of either a distributor or any Australiana Botanicals under the Agreement, and/or a distributor’s purchase of product(s) shall be settled totally and finally by arbitration in Salt Lake City, Utah, USA or such other location as Australiana Botanicals prescribes, in accordance with the Federal Arbitration Act, and the Commercial Arbitration Rules of the American Arbitration Association. There shall be one (1) arbitrator, an attorney at law, who shall have expertise in business law transactions, with preference being an attorney knowledgeable in the direct selling industry, selected from a panel, which the American Arbitration Association approves. Each party to the arbitration shall be responsible for its own costs and expenses or arbitration, including legal and filing fees. If an Advocate files a claim or counterclaim against Australiana Botanicals, an Advocate shall do so on an individual basis and not with any other distributor or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement for arbitration shall survive any termination or expiration of the Distributor Agreement. Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity or registration or any mark of other intellectual property or proprietary or confidential information of Australiana Botanicals, without Australiana Botanicals’ written consent. Australiana Botanicals may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to Australiana Botanicals. In addition to monetary damages, Australiana Botanicals may obtain injunctive relief against an Advocate in violation of the Agreement, and for any violation of misuse of Australiana Botanicals’ trademark, copyright or confidential information policies. Nothing in this rule shall prevent Australiana Botanicals from terminating the Distributor Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect Australiana Botanicals’ interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding. Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, Compensation Plan or the Distributor Agreement. The existence of any claim or cause of action by a distributor against Australiana Botanicals, whether predicated on the Distributor Agreement or otherwise, shall not constitute a defense to Australiana Botanicals enforcement of the covenants and agreements contained in the Distributor Agreement.

11.7 Entire Agreement.

This Agreement (comprised of these Policies and Procedures, the Distributor Agreement and the Compensation Plan, as may exist or hereafter be amended, constitutes the entire agreement of the parties regarding their relationship, the subject matter hereof and related hereto.

11.8 Severability.

If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Policies and Procedures, or any specification, standard or operating procedure which Australiana Botanicals has prescribed is held to be invalid or unenforceable, Australiana Botanicals shall have the right to modify the invalid or unenforceable provision, specification, standard operating procedure or any portion thereof to the extent required to be valid and enforceable. An Advocate shall be bound by any such modification. The modification shall be effective in the jurisdiction on which it is required.

11.9 Limitation of Damages.

To the extent allowed by law, Australiana Botanicals and its affiliates, officers, directors, employees, and other Advocates shall not be liable for and each Advocate hereby releases the foregoing from, and waives any claim for loss of profit, incidental, special, consequential or exemplary damages, which may arise out of any claims whatsoever relating to Australiana Botanicals’ performance, non-performance, act of omission with respect to the business relationship or other matter between the Advocate and Australiana Botanicals whether in contract, tort or strict liability. Furthermore, it is agreed that any damage to the Advocate shall not exceed and is hereby expressly limited to, the amount of unsold Australiana Botanicals product owned by the Advocate, which was directly purchased thereby from Australiana Botanicals and any commissions or bonuses due

11.10 Indemnity Agreement.

Each and every Advocate agrees to indemnify and hold harmless Australiana Botanicals, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys’ fees, asserted against or suffered or incurred by any of them, directly or indirectly, arising out of or in any way related to or connected with allegedly or otherwise, the distributor’s (a) activities as an advocate; (b) breach of the terms of the Distributor Agreement or these Policies and Procedures; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.

11.11 Force Majeure.

Australiana Botanicals shall not be responsible for delays or failure in performance caused by circumstances beyond a party’s control, such as strikes, labor difficulties, fire, war, government decrees or orders or curtailment of a party’s usual source of supply.

11.12 Governing Law.

The Agreement shall be governed by the laws of the State of Utah, USA.

Home Office:

Australiana Botanicals Inc

2100 West Pleasant Grove Blvd

Pleasant Grove UT 84062

United States

Email: support@australianaskin.com

Phone: 1 (801) 610-7699

Note: This document along with all documents within our website must be reviewed and approved prior to use for your particular purpose. No statement of legality or compliance with any regulatory agencies is made in providing you with this free document.