This eXfuze Independent Distributor (“EID”) Agreement, in its present form and as amended at the sole discretion of eXfuze LLC (the "COMPANY”).  Throughout this Independent Distributor Agreement, when the term “Agreement” is used, it collectively refers to the EID Application and Agreement, these Terms and Conditions, these Policies and Procedures, the eXfuze Marketing and Compensation Plan, and the eXfuze Business Entity Application (if applicable). These documents are incorporated by reference into the EID Agreement (all in their current form and as amended by eXfuze). It is the responsibility of each EID to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of the Agreement. When recruiting and enrolling a new EID it is the responsibility of the Enroller to provide the most current version of the Agreement and the eXfuze Marketing and Compensation Plan to the applicant prior to his or her execution of the Agreement.

PRINTABLE AGREEMENT

1.     I understand that as an eXfuze Independent Distributor (EID).

(1)   I have the right to offer for sale eXfuze products and income opportunity in accordance with these Terms and Conditions.

(2)   I have the right to enroll individuals and business entities into eXfuze as an EID.

(3)   I will train and motivate the EIDs in my downline team marketing organization.

(4)   I will comply with all federal, state and local laws, rules and regulations and shall make all reports and remit all withholdings or other deductions a may be required by federal, state and local laws.

(5)   I will perform my obligations as an EID with the utmost honesty and integrity

2.     I agree to present the eXfuze business opportunity and eXfuze product and services as set forth on the corporate website located at www.exfuze.com.

3.     I agree that as an eXfuze Distributor I am an independent contractor, and not an employee, agent, partner, legal representative, or franchise holder of eXfuze.  I am not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of eXfuze.  I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and any other expenses.  I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF EXFUZE FOR ANY LEGAL PURPOSES.  eXfuze is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind. I agree that all bonuses and commissions are 1099 income and will be reported as such.

4.     I have carefully read and agree to comply with the eXfuze Policies and Procedures and the eXfuze Compensation Program, located on the eXfuze corporate website at www.exfuze.com.  (These two documents shall be collectively referred to as the “EID Agreement”).  I understand that I must be in good standing, and not in violation of the EID Agreement to be eligible for bonuses or commissions from eXfuze as outlined in the compensation program.  I understand that these Terms and Conditions, the eXfuze Policies and Procedures, and the eXfuze Compensation Program may be amended at the sole discretion of eXfuze, and I agree that any such amendment will apply to me.  Notification of amendments shall be published in official eXfuze materials including the corporate website at www.exfuze.com.  Amendments shall become effective at time of publication.  The continuation of my EID business or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments.

5.     The term of the EID Agreement is one calendar year from date of enrollment as an EID.  Failure to annually renew my EID business with eXfuze, or in the event it is canceled or terminated for any reason, I understand that I will permanently lose all rights as an EID.  I shall not be eligible to sell eXfuze products or services nor shall I be eligible to receive commissions, bonuses or other income resulting from the activities of my former downline sales organization.  In the event of cancellation, termination or non-renewal, I waive all rights, including, but not limited to, property rights to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization.  eXfuze reserves the right to terminate all EID Agreements upon 30 days notice if the Company elects to:

a.     cease business operations,

b.    dissolve as a business entity or

c.     terminate distribution of its products and/or  income opportunity via direct selling channels.

6.     I understand that the term of my EID business is one calendar year.  The yearly renewal fee of $40.00 will be charged on or after my anniversary enrollment date.  The annual renewal fee is subject to change based on promotions eXfuze may choose, at its discretion to offer.

7.     I may not assign any rights or delegate my duties under the EID Agreement without the prior written consent of eXfuze.  Any attempt to transfer or assign the EID Agreement without the express written consent of eXfuze renders the EID Agreement voidable at the option of eXfuze and may result in termination of my business.

8.     I understand that if I fail to comply with the terms of the EID Agreement, eXfuze may, at its discretion, impose upon me disciplinary action as set forth in the Policies and Procedures.  If I am in breach, default or violation of the EID Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.

9.     eXfuze, its directors, officers, shareholders, charter members, employees, assigns and agents (collectively referred to as “affiliates”), shall not be liable for, and I release eXfuze and its affiliates from, all claims for consequential and exemplary damages.  I further agree to release eXfuze and its affiliates from all liability arising from or relating to the promotion or operation of my EID business and any activities related to it (e.g., the presentation of eXfuze products or eXfuze Compensation Program, the operation of a motor vehicle, the lease of meeting or training facilities etc.), and agree to indemnify eXfuze for any liability, fines, penalties or other awards arising from any unauthorized conduct that I undertake in operating my EID business.

10.  The EID Agreement in its current form and as amended by eXfuze at its discretion, constitutes the entire contract between eXfuze and the EID.  Any implied promises, representations, offers or other communications not expressly set forth in the EID Agreement are of no force or effect.

11.  Any waiver by eXfuze of any breach of the EID Agreement must be in writing and signed by an authorized officer of eXfuze.  Waiver by eXfuze of any breach of the EID Agreement by an EID shall not be construed as a waiver of any subsequent breach that may occur while operating their EID business. 

12.  If any provision of the EID Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the EID Agreement will remain in full force and effect.

13.  This EID Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of laws.  All disputes and claims relating to eXfuze, EID Agreement, Policies, Procedures, Terms and Conditions, Compensation Program or its products and business opportunity, the rights and obligations of an EID and eXfuze, or any other claims or causes of action relating to the performance of either an EID under the EID Agreement of the eXfuze Policies and Procedures shall be settled totally and finally by arbitration in Palm Beach Gardens, Florida, or such other location as eXfuze prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitles to discovery rights under the Federal Rules of Civil Procedure.  All issues related to arbitration shall be governed by the Federal Arbitration Act. 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 jurisdiction.  The prevailing party shall be entitled to receive from the losing party, according to the decision of the arbitrator, costs and expenses, including legal and filing fees.  The provision to arbitrate shall survive any termination or expiration of the EID Agreement.  Nothing in the EID Agreement shall prevent eXfuze from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect eXfuze’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other pending proceeding.

14.  The parties consent to jurisdiction and venue before any federal or state court in Palm Beach County, State of Florida, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration.

15.  Louisiana Residents Only: Notwithstanding the foregoing Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.

16.  If a Distributor wishes to bring an action against eXfuze for any act or omission relating to or arising from the EID Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action.  Failure to bring such action within such time shall bar all claims against eXfuze for such act or omission.  Distributor waives all claims that any other statutes of limitations applies.

17.  I authorize eXfuze to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for enumeration for such use.

18.  A faxed copy of the EID Agreement shall be treated as an original in all respects.  A signed EID Agreement must be on file at eXfuze for each EID before commissions earned will be issued. 

SECTION 1 — INTRODUCTION

1.1 — Policies and Compensation Plan Incorporated into eXfuze Independent Distributor Agreement ("EID")
These Policies and Procedures, in their present form and as amended at the sole discretion of eXfuze LLC (the "COMPANY"), are incorporated into, and form an integral part of the eXfuze Independent Distributor (EID) Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the EID Application and Agreement, these Policies and Procedures, the eXfuze Marketing and Compensation Plan, and the eXfuze Business Entity Application (if applicable). These documents are incorporated by reference into the EID Agreement (all in their current form and as amended by eXfuze). It is the responsibility of each EID 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. When recruiting and enrolling a new EID it is the responsibility of the Enroller to provide the most current version of these Policies and Procedures and the eXfuze Marketing and Compensation Plan to the applicant prior to his or her execution of the EID Agreement.

The EID Agreement constitutes the entire contract between eXfuze and the EID. Any promises, representations, offers, or other communications not expressly set forth in the EID Agreement are of no force and effect.

1.2 — Purpose of Policies
eXfuze is a direct marketing company that markets products through EID’s. It is important to understand that your success and the success of your fellow EID is dependent upon the integrity of the men and women who market our products. To clearly define the relationship that exists between EID and company, and to explicitly set a standard for acceptable business conduct, eXfuze has established the Agreement.

EID’s are required to comply with all of the Terms and Conditions set forth in the Agreement which company may amend at its sole discretion from time to time, as well as all federal, state, provincial, territorial, and local laws governing their eXfuze business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information this carefully. It explains and governs the relationship between you, as an independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from anyone in your upline or at the company.

1.3 — Changes to the Agreement
Because federal, state, provincial, territorial and local laws, as well as the business environment, periodically change, company reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the EID Agreement, an EID agrees to abide by all amendments or modifications that company elects to make. Amendments shall be effective upon notice to all EID’s that the Agreement has been modified. Notification of amendments shall be published in official company materials. The Company shall provide or make available to all EID’s a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) fax; (4) inclusion in Company periodicals; (5) inclusion in product orders or bonus checks; or (6) special mailings. The continuation of an EID business or an EID’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

1.4 — Delays
Company shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire and death, curtailment of a party’s source of supply, or government decrees or orders.

1.5 — Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision 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.

1.6 — Waiver
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of an EID or an EID business. No failure of company to exercise any right or power under the Agreement or to insist upon strict compliance by an EID 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 Company’s right to demand exact compliance with the Agreement. Waiver by company can be affected only in writing by an authorized officer of the Company. Company’s waiver of any particular breach by a EID, or Company’s waiver of any particular provision of the EID Agreement or these Policies and Procedures, shall not affect or impair Company’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other EID. Nor shall any delay or omission by company to exercise any right arising from a breach affect or impair Company’s rights as to that or any subsequent breach.

The existence of any claim or cause of action of an EID against company shall not constitute a defense to Company’s enforcement of any term or provision of the Agreement.

1.7 — Limitation of Liability
To the extent permitted by law, EID’s agree that company, its parent companies, directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred to as “affiliates”) shall not be liable for and EID’s release eXfuze and its affiliates from, and waive all claims for, any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by an EID as a result of:

1. EID’s breach of the EID Agreement (including these Policies and Procedures);
   
2. The improper promotion or operation of a eXfuze business by an EID and any activities related thereto (e.g., the presentation of company’s products or Marketing and Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.);
   
3. Any incorrect or wrong data or information provided by an EID to company or,
   
4. The EID’s failure to provide any information or data necessary for company to operate its business.

SECTION 2 — BECOMING AN EXFUZE INDEPENDENT DISTRIBUTOR

2.1 — Requirements to Become an EID
To become an EID, each applicant must:

Be of the age of majority in his or her state of residence;
Reside in a country that eXfuze has officially opened for the distribution of its products and services;
Have a valid Social Security or Federal Tax ID number;
Submit a properly completed EID Application and Agreement to eXfuze.

To become an EID, a new applicant is required to complete, read and agree to an EID Application and EID Agreement. The application should be accurately completed in its entirety and the applicant(s), including all partners, shareholders and equity owners, must agree to the EID Application and EID Agreement personally. Electronically submitted applications are considered as a received document. The company reserves the right to reject any EID Application at its sole discretion. Upon notification of acceptance by company, the new EID will be entered into the company computer and electronic business files. If there are any errors on an Application, EID’s should verify with the EID Support Department at company as soon as the error is discovered to avoid delays in any rights under the Agreement.

Eligibility requirements to become an eXfuze Independent Distributor are as follows:

1. Legal Age. Any individual who is of legal age and residing in a country where company is currently doing business is eligible to become an EID.
    
2. ID Number. An EID Identification Number is to be inserted on the Application. This number should be either the Individual's Social Security Number, a Federal Tax Identification Number, if applying as a business, or a government I.D., such as a passport number. Incorrect Tax I.D. Numbers can result in a $100 fine and/or termination.
    
3. Legal Entity. If an Applicant is a corporation, partnership or other legal entity, all shareholder(s) of the corporate Applicant, all partner(s) of the partnership or all owners of the legal entity applicant must agree to the EID Application, a list of the names of each shareholder of the corporate Applicant, each partner of the partnership Applicant, or each owner if another legal entity must accompany the EID Application. All legal documentation should be submitted with the Application, including but not limited to, articles of incorporation or organization, partnership agreements, regulations, charters, licenses, shareholder agreements, partnership agreements, and other pertinent legal information. The EID Application can be rejected without such documentation.
    
4. Change of Enrollers. EID’s wishing to change enrollers can do so only by resigning and then waiting six (6) months before rejoining with a new enroller without his/her original sales organization.
    
5. Independent Contractors. EID’s are Independent Contractors. They are not franchisees, joint ventures, partners, employees or agents of company, and are prohibited from stating or implying whether orally or in writing, otherwise. EID’s have no authority to bind company to any obligation. Company is not responsible for payment or co-payment of any employee benefits. EID’s are responsible for liability, health, disability, workmen's compensation and other insurance. EID’s set their own hours and determine how to conduct their company business and are responsible for their own management decisions subject to the Agreement. The reference to “position” is at it applies to EID’s participation in the EID Marketing Plan and adherence to the Agreement.

2.2 — EID Benefits
Once an EID Application and Agreement has been accepted by eXfuze, the benefits of the Marketing and Compensation Plan and the EID Agreement are available to the new EID. These benefits include the right to:

1. Purchase eXfuze products at the EID price;
    
2. Retail eXfuze products and profit from these sales;
    
3. Participate in the Company Marketing and Compensation Plan (receive bonuses and commissions, if eligible);
    
4. Enroll other individuals as EID into the eXfuze business and thereby, build a marketing organization and progress through the company Marketing and Compensation Plan;
    
5. Receive periodic company literature and other company communications;
    
6. Participate in company-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and
    
7. Participate in promotional and incentive contests and programs sponsored by eXfuze for its EID’s.

2.3 — Renewal of Your eXfuze Business
The term of the EID Agreement is one year from the date of its acceptance by eXfuze. An EID may renew his or her EID Agreement each year by paying an annual renewal fee of $40.00 on or before the anniversary date of the EID Agreement. If the renewal fee is not paid within 30 days after the expiration of the current term of the EID Agreement, the EID Agreement will be canceled. An EID may elect to utilize the Automatic Renewal Program (“ARP”). Under the ARP, the renewal fee is automatically charged to the EID’s credit card or checking account prior to the anniversary date of the Agreement. EID not participating in the ARP may renew by paying the annual subscription fee with a check or money order.


SECTION 3 — OPERATING THE EXFUZE BUSINESS

3.1 — Adherence to the Company Marketing and Compensation Plan
EID must adhere to the terms of the eXfuze Marketing and Compensation Plan as set forth in official eXfuze literature. EID shall not offer the eXfuze opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official eXfuze literature. EID’s shall not require or encourage other current or prospective EID’s to participate in eXfuze in any manner that varies from the program as set forth in official eXfuze literature. EID’s shall not require or encourage other current or prospective EID’s to execute any agreement or contract other than official company agreements and contracts in order to become an eXfuze EID. Similarly, EID’s shall not require or encourage other current or prospective EID’s to make any purchase from, or payment to, any individual or other entity to participate in the eXfuze Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official company literature.

3.2 — Advertising

3.2.1 — In General
All EID’s shall safeguard and promote the good reputation of eXfuze and its products. The marketing and promotion of eXfuze, the eXfuze opportunity, the eXfuze Marketing and Compensation Plan, and eXfuze products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

To promote both the products and the tremendous business opportunity eXfuze offers, EID’s should use the sales aids and support materials produced by eXfuze. The rationale behind this requirement is simple. eXfuze has carefully designed its products, product labels, Marketing and Compensation Plan, and promotional materials to ensure that each aspect of eXfuze is fair, truthful, substantiated, and complies with the vast and complex legal requirements of federal, state, and provincial laws. Were eXfuze EIDs allowed to develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate any number of statutes or regulations affecting an eXfuze business is almost certain. These violations, although they may be relatively few-in-number, would jeopardize the eXfuze business opportunity for all EID’s. Accordingly, EID’s must submit all written sales aids, promotional materials, advertisements, and other literature (including proposed Internet advertising) to the Company for approval. Unless the EID receives specific written approval to use the material, the request shall be deemed denied. EID’s may not sell eXfuze products on eBay or any other Internet auction site.

3.2.2 — Spamming and Unsolicited Faxes
Except as provided in this section, EIDs may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or “spamming” relative to the operation of their eXfuze businesses. The terms "unsolicited faxes" and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting eXfuze, its products, its compensation plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the EID has an established business or personal relationship. The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between an EID and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such EID; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

3.2.3 — Telemarketing
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation).

Therefore, EID’s must not engage in telemarketing relative to the operation of their eXfuze businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of an eXfuze product or service, or to recruit them for the eXfuze opportunity. “Cold calls" made to prospective customers or EID’s that promote either eXfuze's products or services or the eXfuze opportunity constitute telemarketing and are prohibited.

Notwithstanding the foregoing, an EID may place telephone call(s) to a prospective customer or EID (a "prospect") under the following limited situations:

1. If the EID has an established business relationship with the prospect. An “established business relationship” is a relationship between an EID and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the EID, or a financial transaction between the prospect and the EID, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.
    
2. The prospect’s personal inquiry or application regarding a product or service offered by the EID, within the three (3) months immediately preceding the date of such a call.
    
3. If the EID receives written and signed permission from the prospect authorizing the EID to call. The authorization must specify the telephone number(s) which the EID is authorized to call.
    
4. EID’s may call family members, personal friends, and acquaintances. An “acquaintance” is someone with whom an EID has at least a recent first-hand relationship (i.e., the EID recently personally met him or her). Bear in mind, however, that if an EID makes a habit of “card collecting” everyone he or she meets and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if EID’s engage in calling “acquaintances,” the EID must make such calls on an occasional basis only and not as a routine practice.

In addition, EID’s shall not use automatic telephone dialing systems relative to the operation of their eXfuze businesses. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.

3.2.4 — EID Web Sites
If an EID desires to utilize an Internet web page to promote his or her business, he or she may do so through the company’s replicated website program. Alternatively, EID’s may develop their own website, however, any EID who does so: (a) must use the text of the company’s official website; and (b) may not supplement the content of his or her website with text from any source other than the company. EID’s who develop or publish their own websites must register their site(s) with the company and receive written approval from the company prior to the site(s) public availability. The use of any other website or web page, or the failure to register a non-eXfuze replicated website constitutes a material breach of these policies and procedures.

3.2.5 — Domain Names and E-Mail Addresses
EID’s may not use or attempt to register any of eXfuze’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name. Nor may EID’s incorporate or attempt to incorporate any of eXfuze’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, into any electronic mail address.

3.2.6 — Trademarks and Copyrights
eXfuze will not allow the use of its trade names, trademarks, designs, or symbols by any person, including an eXfuze EID, without its prior, written permission. EID’s may not produce for sale or distribution any recorded company events and speeches without written permission from eXfuze nor may EID’s reproduce for sale or for personal use any recording of company produced audio or video tape presentations.

3.2.7 — Media and Media Inquiries
EID’s must not attempt to respond to media inquiries regarding eXfuze, its products, or their independent eXfuze business. All inquiries by any type of media must be immediately referred to eXfuze’s Compliance Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

3.2.8 — EID Release
By entering into the EID Agreement, EID authorizes eXfuze to use his or her name and/or likeness in advertising or promotional materials and waives all claims for enumeration for such use.

3.3 — Bonus Buying
“Bonus buying” includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an EID Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an EID; (c) the enrollment or attempted enrolment of non-existent individuals or entities as EID’s (“phantoms”); or (d) the use of a credit card by or on behalf of an EID or customer when the EID or customer is not the account holder of such credit card. Bonus buying constitutes a material breach of these Policies and Procedures, and is strictly and absolutely prohibited.

3.4 — Business Entities
A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a eXfuze EID by submitting its Certificate of Incorporation, Articles of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to eXfuze, along with a properly completed Business Entity Registration form. If an EID enrolls online, the Entity Documents and Business Entity Registration Form must be submitted to eXfuze within 30 days of the online enrollment. (If not received within the 30-day period, the EID Agreement shall automatically terminate.) An eXfuze business may change its status under the same Enroller from an individual to a partnership, corporation or trust or from one type of entity to another. There is a $25.00 fee for each change requested, which must be included with the written request and the completed EID Application and Agreement. The Business Entity Registration form must be signed by all of the shareholders, members, partners or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to eXfuze.

3.5 — Changes to the eXfuze Business

3.5.1 — In General
Each EID must immediately notify company of all changes to the information contained on his or her EID Application and Agreement. EID’s may modify their existing EID Agreement (i.e., change Social Security number to Federal I.D. number, or change the form of ownership from an individual proprietorship to a business entity owned by the EID) by submitting a written request, a properly executed EID Application and Agreement, and appropriate supporting documentation. Changes shall be processed only once per year. All changes must be submitted by November 30 to become effective on January 1 of the following year.

3.5.2 — Addition of Co-Applicants
When adding a co-applicant (either an individual or a business entity) to an existing eXfuze business, the Company requires a written request as well as a properly completed EID Application and Agreement containing the applicant and co-applicant’s Social Security Numbers and signatures. To prevent the circumvention of Section 3.24 (regarding transfers and assignments of eXfuze business), the original applicant must remain as a party to the original EID Application and Agreement. If the original EID wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her business in accordance with Section 3.24. If this process is not followed, the business shall be canceled upon the withdrawal of the original EID. All bonus and commission checks will be sent to the address of record of the original EID. Please note that the modifications permitted within the scope of this paragraph do not include a change of Enroller. Changes of Enroller are addressed in Section 3.5.3, below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed EID Application and Agreement. eXfuze may, at its discretion, require notarized documents before implementing any changes to an eXfuze business. Please allow thirty (30) days after the receipt of the request by company for processing.

3.5.3 — Change of Enroller
To protect the integrity of all marketing organizations and safeguard the hard work of all EID’s, eXfuze strongly discourages changes of Enroller. Maintaining the integrity of enrollment is critical for the success of every EID and marketing organization. Accordingly, the transfer of an eXfuze business from one Enroller to another is rarely permitted.

Requests for change of Enroller must be submitted in writing to the Compliance Department, and must include the reason for the transfer. Transfers will only be considered in the following two (2) circumstances:

1. In cases involving fraudulent inducement, unethical recruiting and enrolling, and extreme lack of upline support, an EID may request that he or she be transferred to another Enroller. All requests for transfer alleging fraudulent enrollment practices shall be evaluated on a case by case basis.
    
2. The EID seeking to transfer submits a properly completed and fully executed Enroller Transfer Form which includes the written approval of his or her immediate four (4) upline EID’s. Photocopied or facsimile signatures are not acceptable. All EID signatures must be notarized. The EID who requests the transfer must submit a fee of $50.00 for administrative charges and data processing. EID’s must allow thirty (30) days after the receipt of the Enroller Transfer Forms by company for processing and verifying change requests.
   
   
3. If an EID wants to move any of the EID’s in his or her marketing organization, each downline EID must also obtain a properly completed Binary Move Form and return it to company with the $100.00 change fee (i.e., the EID and each EID in his or her marketing organization multiplied by $100.00 is the cost to move an eXfuze business.) Downline EID’s will not be moved with the EID unless all of the requirements of this paragraph are met. EID’s must allow thirty (30) days after the receipt of the Enroller Transfer Forms by company for processing and verifying change requests.

3.5.4 — Cancellation and Re-application
An EID may legitimately change organizations by voluntarily canceling his or her eXfuze business and remaining inactive (i.e., no purchases of eXfuze products for resale, no sales of eXfuze products, no enrolling, no attendance at any company functions, participation in any other form of EID activity, or operation of any other eXfuze business) for six (6) full calendar months. Following the six month period of inactivity, the former EID may reapply under a new Enroller. eXfuze will consider waiving the six month waiting period under exceptional circumstances. Such requests for waiver must be submitted to eXfuze in writing.

3.6 — Unauthorized Claims and Actions

3.6.1 — Indemnification
An EID is fully responsible for all of his or her verbal and written statements made regarding eXfuze products, services, and the Marketing and Compensation Plan which are not expressly contained in official eXfuze materials. EID’s agree to indemnify eXfuze and eXfuze directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by eXfuze as a result of the EID’s unauthorized representations or actions. This provision shall survive the termination of the EID Agreement.

3.6.2 — Product Claims
No claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by eXfuze may be made except those contained in official eXfuze literature. In particular, no EID may make any claim that eXfuze products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only are such claims violative of eXfuze policies, but they potentially violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.

3.6.3 — Income Claims
In their enthusiasm to enroll prospective EID’s, some EID’s are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive because new EID’s may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. At eXfuze, we firmly believe that the eXfuze income potential is great enough to be highly attractive, without reporting the earnings of others.

Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While EID’s may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact eXfuze as well as the EID making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because eXfuze EID’s do not have the data necessary to comply with the legal requirements for making income claims, an EID, when presenting or discussing the eXfuze opportunity or Marketing and Compensation Plan to a prospective EID, may not make income projections, income claims, or disclose his or her eXfuze income (including the showing of checks, copies of checks, bank statements, or tax records). Hypothetical income examples that are used to explain the operation of the Marketing and Compensation Plan, and which are based solely on mathematical projections, may be made to prospective EID’s, so long as the EID who uses such hypothetical examples 1) makes clear to the prospective EID(s) that such earnings are hypothetical; and 2) provides each prospective EID with a current copy of eXfuze’s official income disclosure statement.

3.7 — Commercial Outlets and Sales

3.7.1 — Commercial/Retail Outlets
EID’s may display and sell eXfuze products and eXfuze literature at privately owned retail and service outlets. In no event may such products or literature be sold or displayed at national chain stores or mass merchandisers. If an EID needs clarification regarding this policy, he or she should contact the eXfuze Compliance Department.

3.7.2 — Commercial Sales
eXfuze will permit EID’s to solicit and make commercial sales upon prior written approval from the Company. For the purposes of these Policies and Procedures, the term “commercial sale” means the sale of:

1. eXfuze products that equal or exceed $3,000.00 or more in a single order; and
    
2. To a third party who intends to resell the products to an end consumer.

3.7.3 — Trade Shows, Expositions and Other Sales Forums
EID’s may display and/or sell eXfuze products at trade shows and professional expositions. Before submitting a deposit to the event promoter, EID’s must contact the Compliance Department in writing for conditional approval, as eXfuze’s policy is to authorize only one eXfuze business per event. Final approval will be granted to the first EID who submits an official advertisement of the event, a copy of the contract signed by both the EID and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Compliance Department. eXfuze further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products or the eXfuze opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image eXfuze wishes to portray.

3.8 — Conflicts of Interest

3.8.1 — Non-solicitation
eXfuze EID’s are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”). However, during the term of this Agreement, EID’s may not recruit other eXfuze EID’s for any other network marketing business. Following the cancellation of this Agreement, and for a period of six months thereafter, a former EID may not recruit any eXfuze EID for another network marketing business if: 1) that EID was in the former EID’s downline marketing organization; or 2) the former EID met, developed a relationship with, or gained knowledge of the EID by virtue of their mutual participation in eXfuze. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another eXfuze EID or customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the EID’s actions are in response to an inquiry made by another EID.

EID’s must not sell, or attempt to sell, any competing non-eXfuze products or services to eXfuze EID’s. Any product or services in the same generic category as an eXfuze product or service is deemed to be competing (e.g., any dietary supplement is in the same generic category as eXfuze’s Seven+, and is therefore a competing product, regardless of differences in cost, quality, ingredients or nutrient content.).

EID’s may not display eXfuze products or services with any other products or services in a fashion that might in any way confuse or mislead a prospective customer or EID into believing there is a relationship between the eXfuze and non-eXfuze products or services. EIDs may not offer the eXfuze opportunity, products or services to prospective or existing customers or EID’s in conjunction with any non-eXfuze program, opportunity, product or service. EID’s may not offer any non-eXfuze opportunity, products or services at any eXfuze-related meeting, seminar or convention, or immediately following such event.

3.8.2 — Downline Activity Reports
Downline Activity Reports are available for EID access and viewing at eXfuze’s official web site and through the back office of EID’s replicated web sites. Access to online Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to eXfuze. Downline Activity Reports are provided to EID’s in strictest confidence and are made available to EID’s for the sole purpose of assisting EID’s in working with their respective Downline Organizations in the development of their eXfuze business. EID’s should use their Downline Activity Reports to assist, motivate, and train their downline EID’s. The EID and eXfuze agree that, but for this agreement of confidentiality and nondisclosure, eXfuze would not provide Downline Activity Reports to the EID. An EID shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

1. Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;
    
2. Directly or indirectly disclose his or her password or other user access code to his or her Downline Activity Report;
    
3. Use the information to compete with eXfuze or for any purpose other than promoting his or her eXfuze business;
    
4. Recruit or solicit any EID listed on any report, or in any manner attempt to influence or induce any EID, to alter their business relationship with eXfuze; or
    
5. Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any Downline Activity Report.

3.9 — Cross-Enrolling
Actual or attempted cross enrolling is strictly prohibited. “Cross enrolling” is defined as the enrollment of an individual who or entity that already has a current EID Agreement on file with eXfuze, or who has had such an agreement within the preceding six calendar months, within a different line of enrollment. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy is prohibited. EID’s shall not demean, discredit or defame other eXfuze EID’s in an attempt to entice another EID to become part of the first EID’s marketing organization. This policy shall not prohibit the transfer of an eXfuze business in accordance with Section 3.24.

3.10 — Errors or Questions
If an EID has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the EID must notify eXfuze in writing within 60 days of the date of the purported error or incident in question. eXfuze will not be responsible for any errors, omissions or problems not reported to it within 60 days.

3.11 — Excess Inventory Purchases Prohibited
EID’s are not required to carry inventory of products or sales aids. EID’s who do so may find making retail sales and building a marketing organization somewhat easier because of the decreased response time in fulfilling customer orders or in meeting a new EID's needs. Each EID must make his or her own decision with regard to these matters. To ensure that EID’s are not encumbered with excess inventory that they are unable to sell, such inventory may be returned to eXfuze upon the EID’s cancellation pursuant to the terms of Section 7.2.

eXfuze strictly prohibits the purchase of products in unreasonable amounts primarily for purposes of qualifying for commissions, bonuses or advancement in the Marketing and Compensation Plan. EID’s may not purchase more product inventory than they can reasonably resell or consume in a month nor may they encourage others to do so. EIDs are prohibited from purchasing more than $1,000.00 in products per month unless they certify to eXfuze that they have pending retail orders in excess of that amount or provide eXfuze with other written reason why such a purchase is necessary.

3.12 — Governmental Approval or Endorsement
Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, EID’s shall not represent or imply that eXfuze or its Marketing and Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.

3.13 — Holding Applications or Orders
EID’s must not manipulate enrollments of new applicants and purchases of products. All EID Applications and Agreements, and product orders must be sent to eXfuze within 72 hours from the time they are signed by an EID or placed by a customer, respectively.

3.14 — Identification
All EID’s are required to provide their Social Security Number, Social Insurance Number, or a Federal Employer Identification Number to eXfuze on the EID Application and Agreement. Upon enrollment, the Company will provide a unique EID Identification Number to the EID by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.

3.15 — Income Taxes
Every year, eXfuze will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who falls into one of the following categories:

1. Had earnings of over $600 in the previous calendar year; or
2. Made purchases during the previous calendar year in excess of $5,000.

Each EID is responsible for paying local, state/provincial, and federal taxes on any income generated as an EID. If an eXfuze business is tax exempt, the Federal tax identification number must be provided to eXfuze.

3.16 — Independent Contractor Status
EIDs are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between eXfuze and its EID’s does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the EID. AN EID SHALL NOT BE TREATED AS AN EMPLOYEE FOR HIS OR HER SERVICES OR FOR FEDERAL OR STATE TAX PURPOSES. All EID’s are responsible for paying local, state, and federal taxes due from all compensation earned as an EID of the Company. eXfuze is not responsible for withholding, and shall not withhold or deduct from an EID’s bonuses and commissions, if any, FICA or taxes of any kind, unless withholding becomes legally required. The EID has no authority (expressed or implied), to bind the company to any obligation. EIDs are not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of eXfuze. Each EID agrees that he or she shall control the manner and means by which he or she operates his or her eXfuze business, and shall establish his or her own goals, hours, and methods of sale, subject to compliance with these Policies and Procedures and applicable law. Each EID shall be solely responsible for paying all expenses incurred, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses.

The name of eXfuze and other names as may be adopted by eXfuze are proprietary trade names, trademarks and service marks of eXfuze. As such, these marks are of great value to eXfuze and are supplied to EID’s for their use only in an expressly authorized manner. Use of eXfuze name on any item not produced by the company is prohibited except as follows:

Independent Distributor’s Name
eXfuze Independent Distributor

All EID’s may list themselves as an “eXfuze Independent Distributor” in the white or yellow pages of the telephone directory under their own name. No EID may place telephone directory display ads using the eXfuze name or logo. EID’s may not answer the telephone by saying “eXfuze”, “eXfuze Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of eXfuze.

3.17 — Insurance

3.17.1 — Business Pursuits Coverage
You may wish to arrange insurance coverage for your business. Neither your homeowner’s insurance policy nor your automobile insurance policy covers business-related injuries, or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present homeowner’s and automobile policies.

3.17.2 — Product Liability Coverage
eXfuze maintains insurance to protect the Company and EID’s against product liability claims. eXfuze’s insurance policy contains a “Vendors Endorsement” which extends coverage to Independent EIDs so long as they are marketing eXfuze products in accordance with Company Policies and applicable laws and regulations. eXfuze’s product liability policy does not extend coverage to claims or actions that arise as a result of an EID’s misconduct in marketing the products.

3.18 — International Marketing
Because of critical legal and tax considerations, including: compliance with foreign laws regarding the approval, registration or licensure of products or services; regulations regarding ingredients, labeling, and packaging; cautionary statements; protection of intellectual property; compliance with customs, tax, and immigration laws; compliance with direct selling laws; product and income representations; and literature content and language requirements, eXfuze must limit the resale of eXfuze products, and the presentation of the eXfuze business to prospective customers and EIDs located within countries that eXfuze has officially announced as being open for the promotion and sale of eXfuze products and the eXfuze opportunity. Moreover, allowing a few EIDs to conduct business in markets not yet opened by eXfuze would violate the concept of affording every EID the equal opportunity to expand internationally.

Accordingly, EIDs are authorized to sell eXfuze products, and enroll EIDs only in the countries in which eXfuze is authorized to conduct business, as announced in official company literature. eXfuze products or sales aids cannot be shipped into or sold in any foreign country. EIDs may sell, give, transfer, or distribute eXfuze products or sales aids only in their home country. In addition, no EID may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential customers or EIDs; or (c) conduct any other activity for the purpose of selling eXfuze products, establishing a marketing organization, or promoting the eXfuze opportunity.

3.19 — Adherence to Laws and Ordinances

3.19.1 — Local Ordinances
Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to EIDs because of the nature of their business. However, EIDs must obey those laws that do apply to them. If a city or county official tells an EID that an ordinance applies to him or her, the EID shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of eXfuze. In most cases there are exceptions to the ordinance that may apply to eXfuze EIDs.

3.19.2 — Compliance with Federal, State, and Local Laws
EIDs shall comply with all federal, state, and local laws and regulations in the conduct of their businesses.

3.20 — Minors
A person who is recognized as a minor in his/her state of residence may not be an eXfuze EID. EIDs shall not enroll or recruit minors into the eXfuze program.

3.21 — One eXfuze Business per Individual and Per Entity
An individual may operate or have an ownership interest, legal or equitable, in only one eXfuze business. That same individual may have an ownership interest, legal or equitable, in an additional eXfuze business only if the second eXfuze business is owned and operated by a partnership, corporation, LLC or trust. Except as specifically provided herein, no individual may have, operate or receive compensation from more than one eXfuze business.

3.21.1 — Actions of Household Members or Affiliated Individuals
If any member of an EID’s immediate household engages in any activity which, if performed by the EID, would violate any provision of the Agreement, such activity will be deemed a violation by the EID and eXfuze may take disciplinary action pursuant to the Statement of Policies against the EID. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively “affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and eXfuze may take disciplinary action against the entity.

3.22 — Re-packaging and Re-labeling Prohibited
EIDs may not re-package, re-label, refill or alter the labels on any eXfuze products, information, materials or programs in any way. eXfuze products must be sold in their original containers only. Such re-labeling or repackaging would likely violate federal and state laws, which could result in severe criminal penalties. You should also be aware that civil liability can arise when, as a consequence of the repackaging or re-labeling of products, the persons using the products suffer any type of injury or their property is damaged.

3.23 — Requests for Records
Any request from an EID for copies of invoices, applications, downline activity reports, or other records may require payment of a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.

3.24 — Sale, Transfer or Assignment of eXfuze Business
An EID may not assign any rights or delegate any duties under the EID Agreement without the prior written consent of eXfuze. Any attempt to transfer or assign an eXfuze business without the express written consent of eXfuze will render the EID Agreement voidable at the option of eXfuze. Therefore, although an eXfuze business is a privately owned, independently operated business, the sale, transfer or assignment of an eXfuze business is subject to certain limitations. If an EID wishes to sell his or her eXfuze business, he or she must receive written authorization from the Company. In order to sell, transfer or assign an eXfuze business, the following criteria must be met:

1. Protection of the existing line of enrollment must always be maintained so that the eXfuze business continues to be operated in that line of enrollment.
    
2. The buyer or transferee must be (or must become) a qualified eXfuze EID. If the buyer is an active eXfuze EID, he or she may be required to terminate his or her eXfuze business simultaneously with the purchase, transfer, assignment or acquisition of any interest in the new eXfuze business. The purchaser will be required to terminate an existing eXfuze business or form a business entity if the purchase of the subject business will result in a violation of Section 3.21 above.
    
3. Before the sale, transfer or assignment can be finalized and approved by eXfuze, any debt obligations the selling EID has with eXfuze must be satisfied.
    
4. The selling EID must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign an eXfuze business.

Prior to selling an eXfuze business, the selling EID must notify the Compliance Department of his or her intent to sell the eXfuze business. No changes in line of enrollment can result from the sale or transfer of an eXfuze business. A properly executed Transfer of Ownership form must be completed and notarized and submitted with a $50 administrative fee at time of application of transfer to eXfuze compliance department.

3.25 — Separation of an eXfuze Business
eXfuze EIDs sometimes operate their eXfuze businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of enrollment. If the separating parties fail to provide for the best interests of other EIDs and the Company, eXfuze will involuntarily terminate the EID Agreement.

During the pendency of a divorce or entity dissolution, the parties must adopt one of the following methods of operation:

1. One of the parties may, with consent of the other(s), operate the eXfuze business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize eXfuze to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
    
2. The parties may continue to operate the eXfuze business jointly on a “business-as-usual” basis, whereupon all compensation paid by eXfuze will be paid in the joint names of the EIDs or in the name of the entity to be divided as the parties may independently agree between themselves.

Under no circumstances will the Downline Organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will eXfuze split commission and bonus checks between divorcing spouses or members of dissolving entities. eXfuze will recognize only one Downline Organization and will issue only one commission check per eXfuze business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business, the EID Agreement shall be involuntarily canceled.

If a former spouse or a former entity affiliate has completely relinquished all rights in their original eXfuze business, they are thereafter free to enroll under any Enroller of their choosing, so long as they meet the waiting period requirements set forth in Section 3.5.4. In such case, however, the former spouse or partner shall have no rights to any EIDs in their former organization or to any former retail customer. They must develop the new business in the same manner as would any other new EID.

3.26 — Enrolling
All active EIDs in good standing have the right to recruit and enroll others into eXfuze. Each prospective EID has the ultimate right to choose his or her own Enroller. If two EIDs claim to be the Enroller of the same new EID, the Company shall regard the first application received by the Company as controlling.

3.27 — Stacking
The term “stacking” includes: (a) the failure to transmit to eXfuze, or the holding of an Independent EID Application and Agreement in excess of two business days after its execution; (b) the placement or manipulation of Independent EID Applications and Agreements for the purpose of maximizing compensation pursuant to eXfuze’s Marketing and Compensation Plan; or (c) providing financial assistance to new EIDs for the purpose of maximizing compensation pursuant to eXfuze’s Marketing and Compensation Plan. Stacking constitutes a material breach of these Policies and Procedures, and is strictly and absolutely prohibited.

3.28 — Succession
Upon the death or incapacitation of an EID, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, an EID should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever an eXfuze business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased EID’s marketing organization provided the following qualifications are met. The successor(s) must:

1. Execute a new EID Agreement;
    
2. Comply with terms and provisions of the Agreement; and
    
3. Meet all of the qualifications for the deceased EID’s status.

Bonus and commission checks of an eXfuze business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide eXfuze with an “address of record” to which all bonus and commission checks will be sent. If the business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer Identification number. eXfuze will issue all bonus and commission checks and one IRS Form 1099 to the business entity.

3.28.1 — Transfer Upon Death of an EID
To effect a testamentary transfer of an eXfuze business, the successor must provide the following to eXfuze: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor’s right to the eXfuze business; and (3) a completed and executed EID Agreement.

3.28.2 — Transfer Upon Incapacitation of an EID
To affect a transfer of an eXfuze business because of incapacity, the successor must provide the following to eXfuze: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the eXfuze business; and (3) a completed EID Agreement executed by the trustee.


SECTION 4 — RESPONSIBILITIES OF EIDS

4.1 — Change of Address or Telephone
To ensure timely delivery of products, support materials, and commission checks, it is critically important that eXfuze’s files are current. Street addresses are required for shipping. EIDs planning to move should send their new address and telephone numbers to eXfuze’s Corporate Offices to the attention of the eXfuze Customer Service Department. To guarantee proper delivery, two weeks advance notice must be provided to eXfuze on all changes. Special Note: If you are presently on the Auto-Ship program, you must submit a new Auto-Ship Agreement. If more than one change of address notice or Auto-Ship Agreement has been submitted to eXfuze, the most recent one will supersede previous notices or Agreements. Please allow thirty (30) days after the receipt of the notice or Agreement by eXfuze for processing.

4.2 — Continuing Development Obligations

4.2.1 — Ongoing Training
Any EID who enrolls another EID into eXfuze must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her eXfuze business. EIDs must have ongoing contact and communication with the EIDs in their Downline Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline EIDs to eXfuze meetings, training sessions, and other functions. Upline EIDs are also responsible to motivate and train new EIDs in eXfuze product knowledge, effective sales techniques, the eXfuze Marketing and Compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline EIDs must not, however, violate Section 3.2 (regarding the development of EID-produced sales aids and promotional materials).

EIDs must monitor the EIDs in their Downline Organizations to ensure that downline EIDs do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every EID should be able to provide documented evidence to eXfuze of his or her ongoing fulfillment of the responsibilities of an Enroller.

4.2.2 — Increased Training Responsibilities
As EIDs progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the eXfuze program. They will be called upon to share this knowledge with lesser experienced EIDs within their organization.

4.2.3 — Ongoing Sales Responsibilities
Regardless of their level of achievement, EIDs have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers.

4.3 — Nondisparagement
eXfuze wants to provide its independent EIDs with the best products, compensation plan, and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Customer Service Department. Remember, to best serve you, we must hear from you! While eXfuze welcomes constructive input, negative comments and remarks made in the field by EIDs about the Company, its products, or compensation plan serve no purpose other than to sour the enthusiasm of other eXfuze EIDs. For this reason, and to set the proper example for their downline, EIDs must not disparage eXfuze, other eXfuze EIDs, eXfuze’s products, the Marketing and Compensation plan, or eXfuze’s directors, officers, or employees. The disparagement of eXfuze, other eXfuze EIDs, eXfuze’s products, the Marketing and Compensation plan, or eXfuze’s directors, officers, or employees constitutes a material breach of these Policies and Procedures.

4.4 — Providing Documentation to Applicants
EIDs must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are enrolling to become EIDs before the applicant signs an EID Agreement. Additional copies of Policies and Procedures can be acquired from eXfuze.

4.5 — Reporting Policy Violations
EIDs observing a Policy violation by another EID should submit a written report of the violation directly to the attention of the eXfuze Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.


SECTION 5 — SALES REQUIREMENTS

5.1 — Product Sales
The eXfuze Marketing and Compensation Plan is based upon the sale of eXfuze products to end consumers. EIDs must fulfill personal and Downline Organization retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. The following sales requirements must be satisfied for EIDs to be eligible for commissions:

1. EIDs must satisfy the Personal Sales Volume requirements associated with their rank as specified in the eXfuze Marketing and Compensation Plan. “Personal Sales Volume” includes purchases made by the EID and purchases made by the EID’s customers.
    
2. At least 70% of an EID’s total monthly personal sales volume must be sold to personal retail customers and online customers. By reordering, an EID certifies that he or she has complied with this policy.
    
3. EIDs must develop or service at least five customers every month. These customers can be personal retail customers or online customers.

5.2 — No Price or Territory Restrictions
EIDs are not required to sell eXfuze products at the suggested retail prices set by eXfuze on the eXfuze Price List. EIDs may sell eXfuze products at any price they choose. There are no exclusive territories granted to anyone. No franchise fees are required.

5.3 — Sales Receipts
All EIDs must provide their retail customers with two copies of an official eXfuze sales receipt at the time of the sale. These receipts set forth the Customer Satisfaction Guarantee for eXfuze products, as well as any consumer protection rights afforded by federal or state law. EIDs must maintain all retail sales receipts for a period of two years and furnish them to eXfuze at the company’s request. Records documenting the purchases of EID’s online customers will be maintained by eXfuze.

If a sale qualifies as a “door-to-door” sale, EIDs must ensure that the following information is contained on each sales receipt:

1. The date of the transaction;
2. The date (not earlier than the third business day following the date of the transaction) by which the buyer may give notice of cancellation; and
3. Name and address of the selling EID;

Remember that customers must receive two copies of the sales receipt. In addition, EIDs who make “door-to-door” sales must orally inform the buyer of his or her cancellation rights.

For the purposes of these Policies and Procedures, a “door-to-door” sale means a sale or contract for sale of consumer goods or services with a purchase price of $25 or more, in which the buyer’s agreement or offer to purchase is made at a place other than the place of business of the seller (e.g., sales at the buyer’s residence or at facilities rented on a temporary or short-term basis, such as hotel or motel rooms, convention centers, fairgrounds and restaurants, or sales at the buyer’s workplace). The phrase “consumer goods or services” is defined as “goods or services purchased, leased, or rented primarily for personal, family, or household purposes, including courses of instruction or training regardless of the purpose for which they are taken.” Thus, whether a transaction involves “consumer goods or services” will depend upon the ultimate purposes of the purchaser.

“Door-to-door” sales do not include a transaction:

1. Made pursuant to prior negotiations in the course of a visit by the buyer to a retail business establishment having a fixed permanent location where the products are exhibited for sale on a continuing basis; or
    
2. Conducted and consummated entirely by mail or telephone, and without any other contact between the buyer and the seller or its representative prior to delivery of the products or performance of the services.

SECTION 6 — BONUSES AND COMMISSIONS

6.1 — Bonus and Commission Qualifications
An EID must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as an EID complies with the terms of the Agreement, eXfuze shall pay commissions to such EID in accordance with the Marketing and Compensation plan. The minimum amount for which eXfuze will issue a check is $30.00. If an EID’s bonuses and commissions do not equal or exceed $30.00, the Company will accrue the commissions and bonuses until they total $30.00. A check will be issued once $30.00 has been accrued.

6.2 — Adjustment to Bonuses and Commissions

6.2.1 — Adjustments for Returned Products
EIDs receive bonuses and commissions based on the actual sales of products to end consumers. When a product is returned to eXfuze for a refund or is repurchased by the Company, the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the EIDs who received bonuses and commissions on the sales of the refunded products. In the event that any such EID terminates his or her EID Agreement, and the amounts of the bonuses or commissions attributable to the returned products have not yet been fully recovered by the company, the remainder of the outstanding balance may be set off against any amounts owed to the terminated EID pursuant to Section 7.2.

6.2.2 — Other Deductions
eXfuze will deduct from all bonus and commission checks a check processing fee of $2.95.

6.3 — Unclaimed Commissions and Credits
EIDs must deposit or cash commission and bonus checks within 90 days from their date of issuance. A check that remains uncashed after 90 days will be void. After a check has been voided, eXfuze will attempt to notify an EID who has an uncashed check by sending a monthly written notice to his or her last known address identifying the amount of the check and advising that the EID can request that the check be reissued. There shall be a $15.00 charge for reissuing a check, and a $10.00 fee for each notice that is sent to the EID. These charges shall be deducted from the balance owed to the EID.

Customers or EIDs who have a credit on account must use their credit within six months from the date on which the credit was issued. If credits have not been used within six months, eXfuze shall attempt to notify the EID or customer on a monthly basis, by sending written notice to the last known address, advising the EID or customer of the credit. There shall be a $10.00 charge for each attempted notification. This charge shall be deducted from the EID’s or customer’s credit on account.

6.4 — Online and Telephonic Activity Reports