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INTRODUCTION���������������������������������������������������������������������������������������������������������������������������������������������� 4

SECTION 1. BECOMING AN INDEPENDENT DISTRIBUTOR�������������������������������������������������������������������������������� 4


SECTION 2. OPERATING YOUR INDEPENDENT DISTRIBUTORSHIP��������������������������������������������������������������������� 8


SECTION 3. SPONSORSHIP���������������������������������������������������������������������������������������������������������������������������� 12

SECTION 4. PROMOTING THE PRODUCTS AND OPPORTUNITY��������������������������������������������������������������������� 13


SECTION 5. RETAIL SALES AND ORDERING����������������������������������������������������������������������������������������������������� 17

SECTION 6. ORDERING��������������������������������������������������������������������������������������������������������������������������������� 17
6.1 THE 70% RULE

SECTION 7. BONUSES����������������������������������������������������������������������������������������������������������������������������������� 18

SECTION 8. BREACH OF CONTRACT AND REMEDIES������������������������������������������������������������������������������������� 19


SECTION 9. DEFINITIONS������������������������������������������������������������������������������������������������������������������������������ 20

ADDENDUM A����������������������������������������������������������������������������������������������������������������������������������������������� 21

ADDENDUM B—RETURN POLICY AND CANCELLATION NOTICE��������������������������������������������������������������������� 24


NOTICE OF CANCELLATION�������������������������������������������������������������������������������������������������������������������������� 25
may require;
INTRODUCTION 1.1.5. Submit a true, accurate and properly com-
pleted Distributor Application to the Company; and
MonaVie is a direct selling company that markets its
Products through independent Distributors. It is important 1.1.6. Purchase a Distributor Kit, unless local law
to understand that your success and the success of your requires the purchase to be optional, in which case,
fellow Distributors depend on the integrity of the men it is not required.
and women who market MonaVie’s Products and servic- 1.2. Application and Acceptance. By signing the Distrib-
es. The Agreement (as defined below) is made to clearly utor Application and submitting it to us, you are applying
define the relationship between you and us, between you to become an independent Distributor of MonaVie. Your
and your Customers, and between you and other Dis- application is accepted when we enter your data into our
tributors. MonaVie LLC or its subsidiaries is sometimes database and if you are otherwise in compliance with
referred to as “the Company,” “we,” “us,” and “our,” the Distributor Application. Upon acceptance, we will
and the Distributor signing the Agreement is sometimes establish in the Personal Enrollment Tree and the Place-
referred to as “you” and “your.” ment Tree a Distributorship, and issue to you an identify-
ing Distributorship number.

These Policies and Procedures (sometimes hereinafter 1.2.1. We reserve the right to reject any Distributor
referred to as the “Policies” or the “P&Ps”), as currently Application. We will not accept inaccurate or false
stated and as amended from time to time upon mutual information. Incomplete, inaccurate, or unlawful
agreement of the parties as described herein (Section Distributor Applications are voidable by us.
1.18), are incorporated into and form an integral part 1.2.2. You are responsible for informing us of any
of the Agreement. When the term “Agreement” is used changes affecting the accuracy of your Distributor
herein, it collectively refers to the MonaVie Distribu- Application and any subsequent information regard-
tor Application, these Policies and Procedures and the ing the account information of your Distributorship.
attached addenda (which are incorporated herein by
1.2.3. A Distributor Kit may be purchased from
this reference), and the MonaVie Compensation Plan.
either the Sponsor or directly from us. When a Kit is
The addenda may be country-specific and may modify
purchased from a Sponsor, the Distributor Applica-
the terms herein. You have the responsibility to read,
tion must be completed and submitted immediately
understand, and adhere to the most current version of
to us. The Agreement is subject to acceptance by us
these Policies and Procedures. When Sponsoring a new
as stated above before becoming binding with us.
Distributor, you must ensure that he or she is provided
with the opportunity to (1) review and understand the 1.2.4. We will repurchase resalable kits from you if
terms and conditions of the Agreement and (2) read and you terminate your Distributor Agreement pursuant
understand the Policies and the Compensation Plan prior to the terms of Addendum B.
to signing the Distributor Application. 1.3. Territory. Acceptance of your Distributor Applica-
tion authorizes you to resell Products and operate your
Distributorship in the country for which it is specified. If
SECTION 1. BECOMING AN INDEPENDENT you desire to resell Products in another country that we
DISTRIBUTOR have officially opened, you must provide proof of resi-
dence in that country and submit a change of country
1.1. Requirements to Become a Distributor. To become request to the Distributor Commissions Department. We
a MonaVie Distributor, you must: may charge you a fee for this change. If you desire to
Sponsor in a country we have officially opened, but you
1.1.1. If you are an individual, be of the age of legal do not reside there, please see section 4.13. We do not
majority in the jurisdiction in which you reside (usu- grant exclusive territories to any Distributor.
ally age 18); 1.4. Distributor Benefits. Once your Distributor Ap-
1.1.2. If you are a legal entity, be properly registered plication has been accepted by us, the benefits of the
and in good standing with your governing jurisdic- Distributor Agreement will be available to you as long as
tion; your Distributorship is in good standing. These benefits
1.1.3. Reside in an Opened Country; include the right to:

1.1.4. Provide, where allowed by law, evidence of 1.4.1. Sell MonaVie Products in accordance with
identity in the form and manner as the Company the Policies and Procedures;


1.4.2. Participate in the Compensation Plan (receive Interest in more than one Distributorship unless autho-
Bonuses, if eligible); rized by the Compensation Plan or unless you were
1.4.3. Sponsor other persons; grandfathered prior to April 2007. “Beneficial Inter-
est” means a legal or equitable right—whether granted
1.4.4. Receive periodic MonaVie literature and other by law, contract, or practice—to direct, control, own,
MonaVie communications; participate in or be the beneficiary of the direction,
1.4.5. Participate in MonaVie-sponsored support, control, ownership, or participation of another person.
service, training, motivational, and recognition Your spouse or partner residing with you has a beneficial
functions (upon payment of appropriate charges, if interest in your Distributorship. Also, if you are a legal
applicable); and entity, then all possessing a right to control you, includ-
1.4.6. Participate in promotional and incentive con- ing but not limited to your shareholders, officers, direc-
tests and programs sponsored by MonaVie. tors, or your members or managers, as the case may be,
1.5. No Product Purchase Required. No person is re- possess a Beneficial Interest in your Distributorship and
quired to purchase our Products or Sales Tools to be- may not hold a Beneficial Interest in another Distributor-
come a Distributor. ship.

1.6. Term and Renewal of a MonaVie Business. The 1.9.1. Normally, we deem all persons residing in
term of the Agreement is one year from the date of its your household as holding a beneficial interest in
acceptance by us. You may renew the Agreement for ad- your Distributorship. However, if you can provide ad-
ditional terms of one year by paying a renewal fee (if we equate proof that another adult who is not a spouse
require it) or by continuing to conduct business with us is operating a Distributorship separately from yours,
(e.g., ordering products or Sponsoring distributors). we will waive this rule until circumstances change.
1.7. Termination. The Agreement between you and us 1.9.2. If a member of your household engages in
may be terminated as follows: any act or omission that, if performed by you, would
violate the Agreement, we may impute such act or
1.7.1. You may terminate the Agreement at any omission to you as if you had violated the Agree-
time, regardless of reason by submitting a notice ment.
in writing to the Company at its principal business
address, or via email to cancel@monavie.com. The 1.9.3. If you marry another Distributor, no effect will
email notice must be from your email of record and be given to the provisions of this section and the two
include your name, Distributor identification number, of you may maintain your Distributorships separate
and address. The written notice must also include and independent.
your signature. 1.9.4. If you are a Distributor and receive the rights
1.7.2. You may terminate the Agreement by failing to another’s Distributorship upon death, we will
to renew the Agreement on its anniversary date. We waive the Beneficial Interest policy, subject to the
may elect not to renew the Agreement upon its an- succession rules herein.
niversary date. 1.10. Succession and Incapacity. If you bequeath your
rights in your Distributorship upon death, and such rights
1.7.3. We may also terminate the Agreement if you are given by a competent court upon your death, we will
are in breach of the Agreement. Prior to doing so we recognize the transfer to the successor if the successor
will give you a notice of the breach and an opportu- provides proof that is acceptable to us and completes
nity to cure within a reasonable time. and delivers an amended Distributor Application with
1.8. Effects of Termination. When your Agreement with such information as is necessary for us and the succes-
us is terminated, for whatever reason, your Distributor- sor to carry on business. Otherwise, we will terminate
ship rights as set forth in the Agreement also terminate. your Agreement. If you are incapable of operating your
This includes the right to sell Products and the right to Distributorship due to incapacity, we will recognize your
receive Bonuses or other income resulting from the sales authorized agent to operate the Distributorship during
and other activities of your Downline. However, certain your incapacity. To do so, your authorized agent must
obligations herein survive termination, including those provide proof of your incapacity and proof of his author-
found in sections, and their subsections, 1.8, 1.17.4, ity that is authentic and which we can verify to be lawful.
1.18, 2.3.2, 2.3.3,,, 2.4.3, 2.4.4,
2.4.5, 3.3, 4.3.6,, 4.13.7, 6.4, 8.4, 8.6, and 1.11. Effects of Divorce and Legal Entity Dissolution. We
8.7. will not allow a Distributorship to be partitioned or in any
way divided in the event of divorce or company dissolu-
1.9. Beneficial Interest. You may not have a Beneficial tion.


1.11.1. During the divorce or entity dissolution spouses. (Example: XYZ, Inc. is 100% owned by Mr. A.
process, the parties must adopt one of the following The Distributorship is in the name of XYZ, Inc. XYZ, Inc.
methods of operation: may transfer its interest to Mr. A (and to Mrs. A if Mr. A One of the parties may, with consent of the agrees.)
other(s), operate the MonaVie business pursuant to an 1.12.3. A Distributor that is a legal entity and 100%
assignment in writing whereby the relinquishing spouse, owned by an individual and/or his spouse may transfer
shareholders, partners, or trustees authorize us to deal its interest to the individual and/or the spouse. (Example:
directly and solely with the other spouse or non-relin- Mr. A is the sole name on a Distributorship. He may
quishing shareholder, partner, or trustee. transfer his rights to XYZ, Inc. if he is the sole sharehold- The parties may continue to operate the Dis- er (or he and his wife, Mrs. A, are the sole shareholders)
tributorship on a “business-as-usual” basis, whereupon of XYZ, Inc.)
all compensation paid by us will be paid according to 1.12.4. To accomplish a transfer, the Distributor must
the status quo as it existed prior to the divorce or dis- submit an amended distributor application and,
solution proceedings. This is the default procedure if the
parties do not agree on the format set forth above. if adding a spouse, a copy of their marriage
certificate; We will not remove a party to a Distributorship
from the Distributor account without that party’s writ- if removing a spouse, a notarized copy of the
ten permission and signature. Under no circumstances signatures of both spouses authorizing the removal;  
will the downline organization of divorcing spouses or if transferring to a legal entity,  a certificate of
a dissolving business entity be divided. Under no cir- good standing from the state of organization and a copy
cumstances will we divide Bonuses between divorcing of the company’s charter documents showing all the
spouses or members of dissolving entities. We recognize interest holders and management; and
only one downline organization. Bonuses shall always be if transferring from a legal entity to the individ-
issued to the same individual or entity. ual and/or individual and spouse, an authorizing state- If a former spouse has completely relinquished ment signed by an officer or director of the legal entity
all rights in the Distributorship pursuant to a divorce, and signed by the individual (and spouse, if applicable).
he or she is thereafter free to enroll under any Spon- 1.13. Change in Form of Legal Entity. A Distributor that
sor without waiting six (6) calendar months (see section is a legal entity and desires to change to another type of
2.3.7). In the case of a business entity dissolution, those legal entity may do so as long as the Beneficial Interests
holding a Beneficial Interest in the legal entity must wait in the legal entity do not change. All Beneficial Interest
six (6) calendar months from the date of the final disso- holders of the former legal entity must confirm with a no-
lution before re-enrolling as a Distributor. In either case, tarized or other form of authenticated signature that they
however, the former spouse or business affiliate shall agree to the change. Also, a new Distributor Agreement
have no rights to any Distributors in his or her former or- must be submitted by the new legal entity. Members of
ganization or to any former Customer and must develop the former entity are jointly and severally liable for any
the new business in the same manner as would any other indebtedness or other obligation to MonaVie.
new Distributor.
1.14. Change in Existing Beneficial Interest Holders of
1.12. Changes Involving a Spouse and/or a Closely a Legal Entity. Changes in the Beneficial Interest holders
Held Company. of a legal entity, whether by addition or replacement (but
1.12.1. The First Right of Refusal rules in section 1.17 not removal or resignation) of a shareholder, director,
shall not apply if a Distributor desires to add or remove officer, manager or member, are deemed to be a trans-
a spouse from the Distributorship. [Examples: (1) Mrs. X fer of interest and are therefore subject to the right of first
is a Distributor. She may add her husband, Mr. X, to the refusal procedures in section 1.17.
Distributorship. She may not add an adult child, parent, 1.15. Limitations. Changes within the scope of these
or other relative, or an unrelated business partner. (2) sections 1.15, 1.16, and 1.17 do not include a change
Mrs. Y and Mr. Y are joint applicants on a Distributor- of sponsorship, which is addressed in section 3.2 below.
ship. They divorce and by agreement, or court order, However, if such changes involve a change in the benefi-
Mrs. Y retains all the rights to the Distributorship and Mr. cial interest of a Distributorship, the change is subject to
Y releases, or is ordered to release, all such rights.] the right of first refusal rules in subsection 1.17.
1.12.2. A Distributor who is an individual may transfer 1.16. Sale, Transfer, or Assignment of a MonaVie Busi-
his or her interest (and the spouse’s interest, if appli- ness. The Company discourages the sale of Distributor-
cable) to a legal entity that is 100% held by one or both ships, the transfer of partial interests in Distributorships,
and the practice of partnering as a subterfuge for trans- accept or reject such offer. If the Sponsor qualifies and
ferring interest. If a Distributor wishes to sell, transfer, or accepts the offer, he or she must provide written notice to
assign (hereinafter in this section “sell” if used as a verb the Company upon acceptance, resign his or her existing
and “sale” if used as a noun) his or her whole or partial Distributorship (contingent on completing the sale), and
interest in a MonaVie Distributorship, the following crite- submit an amended application for the Distributorship.
ria must be met: If the Sponsor rejects or fails to accept the
1.16.1. The Distributorship being sold must be paid at offer, the same procedures and requirements shall be
the rank of Diamond Executive at the time the request for applied to the next upline Sponsor.
sale is made. If that Sponsor rejects or fails to accept the
1.16.2. Except as allowed for Sponsors in section1.17.1, offer, the same procedures and requirements shall be
the buying Distributor may not currently have a benefi- applied to the next upline Sponsor.
cial interest in a Distributorship or have had a Beneficial If that Sponsor rejects or fails to exercise his
interest in a Distributorship within the preceding six (6) or her RFR within the time allotted, the Distributor may
months; complete the sale of his or her rights in the Distributor-
1.16.3. The selling Distributor may not reapply to be- ship to the third party according to the same terms and
come a Distributor under another Sponsor for a period conditions contained in the Good Faith Offer, provided,
of not less than six (6) months after the sale occurs. however, that the Distributor complies with all other
1.16.4. The sale is subject to the Right of First Refusal transferring procedures contained in this section and as
rules in section 1.17. may be established from time to time by the Company.

1.16.5. The Company must first give express written This section shall apply to each new Good
approval of the sale, which the Company may grant or Faith Offer received by the Distributor. This section shall
withhold in its sole discretion. not apply to changes as described in sections 1.10,
1.11, and 1.12.
1.17. Right of First Refusal (RFR). All offers for the sale of
a Distributorship are subject to the rights of first refusal 1.17.2. Line of Sponsorship. No changes in line of spon-
as described herein. sorship can result from the sale or transfer of a MonaVie
1.17.1. Procedures. If a Distributor receives a Good
Faith Offer (as hereinafter defined) to purchase his or her 1.17.3. Compliance Department Approval. Upon com-
interest in a Distributorship, the Distributor shall first offer plete execution of the purchase and sale agreement and
to sell such interest to the Company on the same terms the new Distributor Agreement, the parties must submit
and conditions contained in the Good Faith Offer. The copies of the same to MonaVie’s Compliance depart-
Distributor shall deliver the Good Faith Offer in writing to ment for review and approval. MonaVie may request ad-
the Company, and the Company shall have fifteen (15) ditional documentation that may be necessary to analyze
business days in which to accept the offer. A “Good Faith the transaction between the buyer and seller. MonaVie’s
Offer” is an arm’s length written offer to purchase the Compliance department will, in its sole and absolute
Distributorship Rights by a Person that is not a Distributor, discretion, approve or deny the sale, transfer or assign-
which the Company, in its sole discretion, determines to ment within three (3) days after its receipt of all necessary
be a legitimate offer. Evidence of a legitimate offer may documents from the parties.
include, but is not limited to, cash or securities deposited 1.17.4. Voidable Sales; Assumption of Obligations;
into an escrow account, evidence of a loan commitment, Waiting Period. If the seller sells, transfers, or assigns,
and other substantial steps taken for the sole purpose of or attempts to sell, transfer, or assign his or her Distribu-
purchasing such Distributorship Rights. torship upon terms different than those set forth in the If the Company fails to exercise its RFR within offer to the Company, such transfer shall be voidable
the fifteen (15) day time period, the Distributor shall at MonaVie’s option. Further, if the parties fail to obtain
extend the same offer to his or her Sponsor who is not MonaVie’s approval for the transaction, the transfer shall
in violation of the Contract and who within the previous be voidable at MonaVie’s option. The purchaser of the
month qualified for earnings under the Compensation existing Distributorship will assume the obligations and
Plan. The offer shall be on the same terms and condi- position of the selling Distributor. A Distributor who sells
tions as those contained in the Good Faith Offer. The his or her Distributorship shall not be eligible to re-apply
Company shall convey the Good Faith Offer by pro- as a MonaVie Distributor for a period of at least six (6)
viding written notice of the same to the Sponsor. The full calendar months after the sale.
Sponsor shall have ten (10) business days in which to 1.18. Changes to the Agreement. Because laws and the


business environment periodically change, MonaVie may to my downline as is reasonably necessary to as-
find it necessary to amend the Agreement and its prices sist them in building a retail Customer base and a
from time to time. Once the amendments are published, downline organization.
you may elect to accept the amendments or reject them. 2.1.9. I will correctly represent the Compensation
If you reject them, your Agreement will terminate at the Plan and the income potential represented therein.
end of its term and will not be renewed. Amendments I understand I may not use my own income as an
shall be effective upon notice to all Distributors that the indication of others’ potential success, or use com-
Agreement has been modified. Notification of amend- pensation earnings as marketing materials. I further
ments shall be published in one or more of the follow- understand that I may only disclose my MonaVie in-
ing: (1) posting on the Company’s official website, (2) come to recruit a potential Distributor(s) after I have
electronic mail (email), (3) fax-on-demand, (4) voice given a copy of the Income Disclosure Statement to
mail system broadcast, (5) inclusion in Company period- the potential Distributor(s).
icals, (6) inclusion in Product orders, or (7) special mail-
ings. If you continue to Sponsor and/or accept Bonuses 2.1.10. I shall make personal or telephone contact
from us, such actions shall be deemed acceptance of the with potential applicants and Customers in a reason-
amendments. able manner and during reasonable hours to avoid
SECTION 2. OPERATING YOUR INDEPENDENT 2.1.11. When making a sales presentation, I shall
DISTRIBUTORSHIP discontinue it immediately upon the request of the
2.1. Code of Ethics. We are a values-based company recipient.
and pride ourselves on the quality and character of our 2.1.12. I shall take appropriate steps to protect the
Distributors. The following code of ethics helps ensure a private information of my Customers and downline.
uniform standard of excellence throughout our organiza- 2.1.13. I shall respect the lack of commercial experi-
tion. You agree to practice the following ethical behavior ence of potential applicants and actual retail Cus-
when operating your Distributorship. Each behavioral tomers and downline.
part of the Code of Ethics is material to the Agreement.
2.1.14. I shall not abuse the trust my retail Custom-
2.1.1. I will actively work to establish and maintain a ers and downline place in me, nor shall I exploit their
retail customer base. age, illness, lack of understanding or unfamiliarity
2.1.2. I will be respectful of every person I meet with language.
while operating my independent MonaVie related 2.1.15. I will abide by all of MonaVie’s Policies and
Distributorship. Procedures.
2.1.3. At all times I will conduct myself and my 2.2. Independent Contractor Status. You are an inde-
business in an ethical, moral, legal, and financially pendent contractor. You are not an agent, employee,
sound manner. partner, or joint venture with the Company. You may not
represent yourself as anything other than an independent
2.1.4. I will not engage in activities that may bring Distributor. You have no authority to bind MonaVie to
disrepute to MonaVie, any MonaVie corporate of- any obligation. Should you be deemed an agent by a
ficer or employee, myself, or other Distributors. competent agency or court in any jurisdiction in which
2.1.5. I will not make discouraging or disparag- you do business, you shall release us from any claim
ing claims toward other MonaVie Distributors. I will arising from such determination.
ensure that in all MonaVie business dealings I will
refrain from engaging in negative language and 2.2.1. As an independent contractor, you are re-
defamatory statements. sponsible for paying your own self-employment
taxes, income taxes, and other taxes imposed by law
2.1.6. I will be truthful in my representation of Mo- upon an independent contractor and you shall in-
naVie Products and make no claims regarding the demnify us from any claims arising from your failure
health benefits of MonaVie Products that violate the to pay such taxes.
2.2.2. Your work hours, business expenditures, and
2.1.7. I will provide support and encouragement to business plans are not dictated by us and you shall
my Customers to ensure that their experience with make no printed or verbal representations that state
MonaVie is a successful one and will clearly state all or imply otherwise.
terms of sale.
2.2.3. It is your responsibility and you agree to com-
2.1.8. I will provide follow-up service and support
ply with all laws and the Agreement in the operation recruit any Distributor or Customer for another Net-
of your Distributorship or the acquisition, receipt, work Marketing business. You and we recognize that
holding, selling, distributing, or advertising of our because network marketing is conducted through
Products or opportunity. networks of independent contractors in many coun-
2.2.4. You also agree to be fully responsible for tries, and business is commonly conducted via the
all of your verbal and/or written statements made internet and telephone, an effort to narrowly limit the
regarding the Products, services, and the Compen- geographic scope of the non-solicitation provisions
sation Plan which are not expressly contained in herein would render it wholly ineffective. Therefore,
Official MonaVie Materials. You agree to indemnify you and we agree that this non-solicitation provision
us against any claims, damages, or other expenses, shall apply to all markets in which MonaVie conducts
including attorneys’ fees, arising from any represen- business. This subsection shall survive termination of
tations or actions made by you that are outside the the Agreement.
scope of the Agreement. The provisions of this sec- 2.3.3. Not Applicable to Trade Secrets. Notwith-
tion survive the termination of the Agreement. standing any other provision of this Agreement, you
2.3. Unfair Competition shall never use our trade secrets and confidential
information, as further described herein, to so-
2.3.1. Nonsolicitation during Agreement. You are licit, recruit, or attempt to solicit or recruit, whether
free to participate in other direct selling, multilevel, directly or indirectly, other MonaVie Distributors or
or network marketing business ventures or market- Customers to any other Network Marketing business.
ing opportunities (collectively “Network Marketing”).
However, unless authorized in writing by an officer 2.3.4. Sale of Competing Goods or Services. While
of MonaVie, during the term of this Agreement, a Distributor, you shall not sell, or attempt to sell, any
you shall not directly or indirectly solicit, recruit, or programs, products, or services to MonaVie Custom-
attempt to solicit or recruit other MonaVie Distribu- ers or Distributors that compete with our Products.
tors or Customers to any other Network Market- Any program, product, service, or Network Market-
ing business, other than those you have personally ing opportunity in the same generic categories as
Sponsored. If you participate in another Network our Product is deemed to be competing, regardless
Marketing business, you agree that you shall operate of differences in cost, quality or other distinguishing
your MonaVie Distributorship entirely separate and factors. These limitations do not include or prevent
apart from it. Accordingly, if participating in another Black Diamond Executives and above from selling
Network Marketing business, you agree that: Sales Tools as authorized herein. You shall not display any non-MonaVie 2.3.5. Targeting Other Direct Sellers. You agree
Products and Sales Aids with, or in the same to refrain from systematically targeting members
location as MonaVie Products or Sales Aids; of another Network Marketing business to be a
Distributor. If any lawsuit, arbitration, or mediation You shall not offer any non-MonaVie is brought against you alleging that you engaged
program, opportunity, product, or service in in such prohibited activity, you shall indemnify us
conjunction with the MonaVie opportunity or against all claims, actions, suits, and demands aris-
Products to prospective or existing Customers or ing from or related to the systematic targeting.
2.3.6. Disparagement You shall not offer any non-Mona-
Vie opportunity, products, or services at any You shall not demean, discredit, de-
MonaVie-related meeting, seminar or conven- fame, or make misleading comparisons with
tion, or within two hours and a five mile radius other companies, competitors of MonaVie,
of the MonaVie event. If the MonaVie meeting Distributor organizations or systems, or
is held telephonically or on the internet, any Distributors in an attempt to promote our
non-MonaVie meeting must be at least two hours Products, or to entice another Distributor to be-
before or after the MonaVie meeting, and on a come part of your marketing organization, or to
different conference telephone number or inter- enroll in MonaVie.
net web address from the MonaVie meeting. We specifically prohibit the dispar-
2.3.2. Nonsolicitation after Termination. For a period agement of any approved Black Diamond
of twelve (12) calendar months following termina- Sales Tools and/or business building systems.
tion of the Agreement, with the exception of those Additionally, if any Black Diamond Distributor is
Distributors you personally Sponsored, you may not found to be disparaging another Black Diamond


Distributor by name or by approved business change Sponsorship or Placement unless
building system, an automatic assessment of extenuating circumstances and fairness com-
liquidated damages of US$10,000 will be im- pel otherwise. However, we are under no
posed, per instance, as actual damages would obligation to do so and any move and the
be impossible to calculate. ultimate disposition of the organization re- You shall not use financial enticements mains within the sole discretion of MonaVie.
or other incentives to persuade a Distributor to You waive all claims and against us that
change his or her line of sponsorship or business arise from or relate to the disposition of such
building system. Distributorships.
2.3.7. Line Switching, Cross Sponsoring, and En- 2.3.8. Unethical Activity. You agree to be ethical
ticement. You and we agree that maintaining the and professional at all times when conducting you
integrity of the line of sponsorship in a Distributor- MonaVie Distributorship. Accordingly, you agree that
ship organization is fundamental to network market- you will not, nor will you encourage or in any way
ing. Accordingly, you agree to not engage in Line condone Distributors in your Downline to participate
Switching, Cross-Sponsoring, and Enticement. “Line in unethical activity. Examples of unethical activities
Switching” means applying for and becoming a include, but are not limited to the following, some of
Distributor (a) when already a Distributor, (b) when which are further described in these P&Ps:
holding a Beneficial Interest in another Distributor- Making unapproved claims about the
ship; and/or (c) when less than six (6) months have Product;
passed since having been a Distributor or having
held a Beneficial Interest in another Distributorship. Making unapproved income claims;
“Cross Sponsoring” means the enrollment of another Making false statements or misrepresen-
Distributor (including a Distributor whose Agreement tation of any kind, including but not limited to:
was terminated within the preceding six months or untruthful or misleading representations or sales
has Sponsored or purchased Product in the preced- offers relating to the quality, availability, grade,
ing six months) to a different line of sponsorship. price, terms of payment, refund rights, guaran-
“Enticement” means soliciting, encouraging, offering tees, or performance of the Products;
benefits, or in any way aiding another Distributor to Making disparaging comments;
Line Switch and/or Cross-Sponsor. Causing Product sales in Retail You shall not use a spouse’s or rela- Establishments;
tive’s name, trade names, assumed or fictitious
names, legal entities, false government issued Use of another Distributor’s credit card
identification numbers, or fictitious ID numbers to without express written permission;
circumvent this policy. Unauthorized use of our Confidential Because Line Switching, Cross- Information;
Sponsoring, and Enticement can be so detri- Line Switching, Cross-Sponsoring, or
mental to us and to the Distributors involved, Enticement;
you have an affirmative obligation to notify us Failure to comply with the sales and
as soon as is reasonably possible if you know of promotional activity requirements;
or have reasonable grounds to suspect another
Distributor has breached these covenants. Engaging in unauthorized premarket
activity; Should you or another Distributor
breach these covenants, we may take any or all Violating the rules for conducting busi-
of the following actions: ness in an NFR market; terminate the Distributorships in Personal conduct that discredits the
breach; Company and/or its Distributors; terminate the Distributorships Violating the laws of your jurisdiction
created as a result of Line Switching (the that pertain to your Distributorship;
“Second in Time Distributorship”); and leave Breaching the Code of Ethics;
the Distributorships enrolled by the Second- Breaching the Agreement.
in-Time Distributorships in place and not


2.4. Activity Reports. We desire to protect you, other Recruit or solicit any Distributor listed on
Distributors and the Company from unfair and inappro- any Activity Report or in any manner attempt to
priate competition. We provide you access and viewing influence or induce any Distributor to alter his or
of your PEAR through your Virtual Office. The PEAR and her business relationship with the Company.
any other distributor list, including but not limited to all 2.4.4. Return. Upon our demand and always upon
distributors; organization lists; names; addresses; email termination of the Agreement, you shall return to us
addresses; and telephone numbers contained in the Mo- the original, and all copies of any Activity Reports
naVie database, in any form, including, but not limited and any confidential or trade secret information
to, hard copies, electronic or digital media (collectively taken therefrom (whether paper or electronic) that is
the “Activity Reports”) are our confidential and propri- in your possession or subject to your control.
etary property. We have derived, compiled, configured,
and currently maintain the Activity Reports through the 2.4.5. Breach. In the event you breach any of the
expenditure of considerable time, effort, and monetary covenants of this subsection on Activity Reports, we
resources. Activity Reports, in present and future forms may terminate your Distributorship and we may seek
and as amended from time to time, constitute commer- injunctive relief to prevent irreparable harm to us or
cially advantageous proprietary assets and trade secrets any of our Distributors. We may also pursue all ap-
of the Company, which you shall hold confidential. You propriate remedies under applicable law to protect
and we agree that—but for this agreement of confiden- our rights to Activity Reports; any failure to pursue
tiality and nondisclosure—we would not provide Activity such remedies will not constitute a waiver of those
Reports to you. Your right to disclose the Activity Reports rights.
and information contained therein and other Distributor 2.4.6. No Warranty of Information. All information
information maintained by us is expressly reserved by us provided by us, including but not limited to personal
and may be denied at our discretion. and group sales volume (or any part thereof), and
downline sponsoring activity is believed to be accu-
2.4.1. Purpose. Activity Reports are made available rate and reliable. Nevertheless, due to various fac-
to you for the sole purpose of assisting you in work- tors—including but not limited to the inherent pos-
ing with your downline organization in the develop- sibility of human and mechanical error; the accuracy,
ment of your MonaVie business. You may use your completeness, and timeliness of orders; denial of
Activity Reports to assist, motivate, and train your credit card and electronic check payments; returned
downline organization. products; credit card; and electronic check charge-
2.4.2. Limited use. Your access to your Activity backs—the information is not guaranteed by us or
Reports is password protected. Activity Reports are any persons creating or transmitting the information.
provided to you in strictest confidence. Such Activ- To the extent allowed by law, ALL PERSONAL AND
ity Reports shall not be disclosed by you to any third GROUP SALES VOLUME INFORMATION IS PRO-
party or used for purposes other than in the perfor- VIDED “AS IS” WITHOUT WARRANTIES, EXPRESS
mance of your obligations under the Agreement and OR IMPLIED, OR REPRESENTATIONS OF ANY KIND
for our benefit without our prior written consent. Any WHATSOEVER. IN PARTICULAR BUT WITHOUT
unauthorized use or disclosure of Activity Report con- LIMITATION THERE SHALL BE NO WARRANTIES OF
stitutes misuse, misappropriation, and a violation of MERCHANTABILITY, FITNESS FOR A PARTICULAR
the Distributor Agreement and may cause irreparable USE, OR NON INFRINGEMENT. TO THE FULL-
2.4.3. No Improper Disclosure. You shall not, on LAW, WE AND/OR OTHER PERSONS CREATING
your own behalf, or on behalf of any other person: OR TRANSMITTING THE INFORMATION WILL IN
mation contained in any Activity Report to any INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES
password or other access code to your Activity MATION (INCLUDING BUT NOT LIMITED TO LOST
or for any purpose other than promoting your CURACY, INCOMPLETENESS, INCONVENIENCE,

©2009 MONAVIE LLC 11

TION), EVEN IF WE OR OTHER PERSONS CREAT- us the absolute and irrevocable right and permission, to
ING OR TRANSMITTING THE INFORMATION SHALL use, re-use, broadcast, rebroadcast, publish, or repub-
HAVE BEEN ADVISED OF THE POSSIBILITY OF lish any such photo, audio, video, or endorsement, in all
SUCH DAMAGES. TO THE FULLEST EXTENT PER- or in part, individually or in conjunction with any other
MITTED BY LAW, WE OR OTHER PERSONS CREAT- photograph or video, or any other endorsement, in any
ING OR TRANSMITTING THE INFORMATION SHALL current or future medium and for any purpose whatso-
HAVE NO RESPONSIBILITY OR LIABILITY TO YOU ever, including (but not by way of limitation) marketing,
OR ANYONE ELSE UNDER ANY TORT, CONTRACT, advertising, promotion, and/or publicity; and to copy-
NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABIL- right such photograph and/or video, in the original or as
ITY, OR OTHER THEORY WITH RESPECT TO ANY republished, in the name of the Company, or in any other
SUBJECT MATTER OF THIS AGREEMENT OR TERMS name. Regardless of any other agreements or contracts
AND CONDITIONS RELATED THERETO. you may have with any other entity, you agree that any
2.5. Identification. Upon enrolling, or at our discretion, use by us as set forth in this section shall be royalty free,
you shall, if permitted by law, provide us your govern- is a work made for hire, and is not subject to any other
ment-issued ID number and/or a copy thereof. Upon claim. You agree to defend and indemnify us against
enrollment, we will provide you a unique Distributor any claims by any other party arising out of our use of
identification number. We will use this number to track all the rights granted herein. You confirm that the informa-
your business with us. tion you may give as a testimonial endorsement, or as
2.6. Product Packaging and Liability. Under no circum- represented in a photograph, video or audio is true and
stances shall you re-label, or in any way alter or repack- accurate to the best of your knowledge. You waive any
age the Products. Products are to be sold in their original right you may have to inspect or approve the finished or
packaging only. unfinished product(s), the advertising copy, printed, re-
corded, photographic or video matter which may be used
2.7. Insurance. MonaVie does not extend coverage under in connection with it or any use that may be made of it.
any of its policies to Distributors. If you use your personal
property (e.g., car or computer) or your home for busi- SECTION 3. SPONSORSHIP
ness use, such property may not be covered for loss or
damage and you release us from any claims arising from 3.1 Sponsoring Distributor Responsibilities
or related to the operation of your Distributorship. 3.1.1 Disclosure. You must provide the most current
2.8. Reporting Policy Violations. To assist us in main- version of the Policies and Procedures, the Income
taining a level playing field for all Distributors and to Disclosure Statement, and Compensation Plan to
maintain the integrity and longevity of the Company, you potential applicants you are Sponsoring before the
agree to report violations of the Policies and Procedures applicant signs a Distributor Agreement. Copies of
immediately to our Compliance department, complete the Policies and Procedures, the Income Disclosure
with all supporting evidence and pertinent information. Statement, and the Compensation Plan can be down-
Our Compliance department can at times more effec- loaded from your Virtual Office website.
tively enforce the Policies and Procedures when disclosing 3.1.2 Assistance. You may assist an applicant in the
the source of the allegations; however, the Compliance online enrollment process; however, the applicant
department will honor all requests for confidentiality. must agree to the terms and conditions of the Agree-
2.9. Corporate Tours. You may visit MonaVie’s corporate ment by clicking to submit the application.
owned facilities only at designated times. You must make 3.1.3 Purchase. If Sponsoring an applicant, you may
an appointment in advance to arrange any such visit. purchase the Distributor Kit and pay the fee only if
At the time of the visit, you are immediately required to authorized by the applicant. For Product purchases,
sign in at the front desk, and must be accompanied at all please see section 6.3.
times by a MonaVie employee. 3.2 Sponsor/Placement Change. We highly discourage
2.10. Correct Information. We may periodically request Sponsor or Placement changes. However, we recognize
that you update your account information, which you such changes are occasionally beneficial. Accordingly,
agree to do in a reasonable amount of time. we permit the following exceptions:
2.11. Release for use of Photo, Audio, or Video Image, 3.2.1 Change of Sponsor. To change your Sponsor,
and/or testimonial Endorsement. We may take photos, you must submit a Sponsor Change Request to our
audio or video recordings, or written or verbal state- Compliance department within seven (7) calendar
ments of you at Company events or may request the days from the date of enrollment. The form requires
same directly from you. You agree to and hereby grant


your signature and the signature of your current as specifically set forth in Official MonaVie Materials or
Sponsor. We may require authentication of the signa- approved Black Diamond Sales Tools. Further, you shall
tures. not require or encourage other current or prospective
3.2.2 Change of Placement. As a Sponsor, you may Distributors to participate in MonaVie in any manner that
request to change the Placement of a Distributor varies from the program as set forth in Official MonaVie
you recently Sponsored by submitting to our Compli- Materials. Regardless of your rank, you shall not require
ance department a Change of Placement form within or encourage other current or prospective Distributors to
seven (7) calendar days of enrollment. The recently execute any agreement, contract, or membership, other
enrolled Distributor’s Placement may be moved only than those offered by the Company, in order to become
inside your organization and will be Placed in the first a MonaVie Distributor. Similarly, you shall not require or
available open bottom position on the date that the encourage other current or prospective Distributors to
change is made. We will not change the Placement make any purchase from, or payment to, any individual
if your Distributor has earned Bonuses or achieved or other entity to participate in the MonaVie Compensa-
rank. tion Plan other than those purchases or payments identi-
fied as recommended or required in the Official MonaVie
3.2.3 We reserve the discretion to approve or deny a Materials.
request for a change of Sponsor or Placement, which
approval may not be unreasonably withheld. 4.3 Black Diamond–Produced Sales Tools. Only Distribu-
3.3 Re-application. If you are not in breach of the tors who have achieved the rank of Black Diamond or
Agreement, you may change your Sponsor by voluntarily higher may create and sell their own Sales Tools. As a
terminating your Agreement or remaining inactive (i.e., Distributor, you may use Sales Tools from a Black Dia-
no purchases of MonaVie Products, no sales of MonaVie mond if it bears MonaVie’s approval seal or is otherwise
Products, no Sponsoring, no attendance at any MonaVie authorized by us. A Black Diamond who produces and/or
functions, no participation in any other form of Distribu- markets Sales Tools must:
tor activity, nor operation of any other MonaVie business) 4.3.1 Utilize only materials that have been approved
for six (6) full consecutive calendar months. Following by us;
the six (6) month period of inactivity or termination, you
may reapply under a new Sponsor. If your Agreement was 4.3.2 Refrain from making the purchase of such Sales
terminated by us for breach, you must wait eighteen (18) Tools a requirement of his or her downline;
months to reapply. 4.3.3 Provide Sales Tools at a reasonable and fair
price, equivalent to similar material available gener-
SECTION 4. PROMOTING THE PRODUCTS AND ally in the marketplace; and
OPPORTUNITY 4.3.4 Offer a written return policy on his or her Sales
Because many aspects of the MonaVie opportunity and Tools that is consistent with the Company’s return
the Products are regulated, compliance with advertising policy for its Sales Tools, as set forth in Addendum B.
law is important for the longevity of your business and 4.3.5 Approval Process. If you qualify to produce
ours. We make every effort to comply with advertising Sales Tools as a Black Diamond, you must submit
law and expect the same from you. This section describes each Sales Tool to the Compliance department in
Product and opportunity claims that you may make, and English and the language of the Opened Market in
the limitations. It also explains the types and methods of which you intend to distribute the Sales Tools. Once
advertising you may use in building your MonaVie busi- approved, you must apply the official MonaVie Sales
ness. Tool seal of approval, if required by us, to each ap-
4.1 Claims, Sales and Promotional Activity. proved Sales Tool and to any advertisement for the
sale of the Sales Tool. You must submit every modifi-
4.1.1 Product Claims. You may make claims about cation to an approved Sales Tool for approval of the
the Products that are in the Official MonaVie Materi- modification prior to distributing it. We may charge a
als of the country for which it is approved. You shall fee for reviewing the Sales Tools. We reserve the right
not make claims about the Product that are not in the to rescind approval for any Sales Tool that is non-
Official MonaVie Materials. compliant or potentially detrimental to the business of
4.1.2 Opportunity Claims. See Addendum A. MonaVie and you agree to waive all claims for dam-
4.2 Limitations on Offering. You shall not offer the Mona- ages arising from or relating to such rescission.
Vie opportunity through, or in combination with any other 4.3.6 Limitations on Subject Matter. You may not
compensation plan or placement program, other than produce for sale or distribution any recorded Com-

©2009 MONAVIE LLC 13

pany events and speeches without our written permis- with content limited to the Black Diamond distribu-
sion. You also may also not reproduce for sale or for tor’s personal postings;
personal use any recording of Company-produced A Ruby Executive and above may post videos
audio or video presentations. on video websites such as YouTube® so long as he or Copyrighted Materials. All of our litera- she has passed our Compliance certification course,
ture, audiotapes, videotapes, Internet website the video includes a clear image of the distributor ID
material, and programs are copyrighted by us number on the video, and the video is approved in
and may be duplicated only by obtaining our advance by our Compliance department.
prior written consent. Proprietary Names. You may not use 4.4.3 Names and Email Addresses. You may not use
our employee names or our trademarks, names, or attempt to register or sell any of MonaVie’s trade
logos, trade dress or trade names, or any distinc- names, trademarks, service names, service marks,
tive phrases used by us to promote your business Product names, or any derivative thereof, for any
prior to receiving our written permission. As we internet domain name or email address.
change or abandon any of our trademarks or 4.5 Other Sales Media. MonaVie Products may not be
trade names, you agree to also change or aban- sold or promoted through catalogs or other mass sales
don such trade name or mark. To protect our mediums, such as magazines, infomercials, television, ra-
proprietary rights, you may not obtain, through dio, or other related sales media, unless approved by us.
filing for a patent, trademark, Internet domain
name, or copyright, any right, title, or interest 4.6 Retail Establishments. You may not sell or promote
in or to our names, trademarks, logos, or trade Products through retail establishments. A retail establish-
names and those of our Products. ment is any fixed location where the primary business
4.4 Internet Advertising. is to sell products to the public. You may, however, sell
Products and Sales Tools through service establishments.
4.4.1 Distributor Websites. If you desire to utilize an These service establishments must require a membership
Internet webpage to promote your MonaVie busi- and/or appointment, and the services performed must
ness, you may do so through MonaVie’s official be health and wellness related. Advertising in a service
website, or if available, through MonaVie-approved establishment is limited to Official MonaVie Materials,
replicating websites. Alternatively, and if available, which may be displayed only in the private membership
you may purchase rights to use a replicating website and/or appointment area of the establishment. They may
from an approved list of Sales Tool websites from a not be displayed in waiting rooms and similar, public
Black Diamond. You may use your own website to areas, etc. No Sales Tools may be visible from the outside
promote MonaVie only if permitted in Addendum A, of the establishment.
section A.10. However, the website must conform to 4.7 Trade Shows, Expositions, and Other Sales Forums.
all advertising guidelines herein. The content must be MonaVie provides a Trade Show Request Form in the
approved in writing by our Compliance department Distributor’s Virtual Office, or upon request through
prior to going live. All changes must also be ap- Distributor Support. Distributors may display and/or sell
proved in advance. ONLY MonaVie Products at trade shows and professional
4.4.2 Blogs, Chat Rooms, Social Networks, Online expositions, with prior written approval from Compliance.
Auctions, and other Online Forums. Except as other- Requests are approved on a first-submitted, first-served
wise indicated herein, you agree to not use any other basis, and a maximum of one representation per event
website, including but not limited to, online blogs, is allowed. Only one event per Distributor at a time is
chat rooms, social networks, online auction sites, permitted. At the completion of each event, an additional
video websites, or any other online forum to mar- request may be made. MonaVie further reserves the right
ket, sell, advertise, promote, or discuss MonaVie’s to refuse authorization to participate at any function
Products or services, or the MonaVie opportunity. which it does not deem a suitable forum for the promo-
You agree that this provision is material to the Agree- tion of the Products or opportunity. Approval will not be
ment and if you breach it by advertising our Products given for swap meets, garage sales, flea markets, or
through an online auction, you agree that we may farmer’s markets as these events are not conducive to the
terminate the Agreement without notice. Notwith- professional image MonaVie wishes to portray.
standing the foregoing, 4.8 Generic Business Advertisements. If you advertise in A Black Diamond may have a blog, ap- a newspaper or other advertising mediums, the following
proved by us, to promote the Product and opportunity rules apply:


4.8.1 No advertisement may imply that a job, posi- we may send such emails and that the Distributor’s
tion, salary, or any type of employment is allowed. physical and email addresses will be included in such
4.8.2 No advertisement may promote, represent, emails as outlined above. You shall honor opt-out
or imply salaried positions, management positions, requests generated as a result of such emails sent by
hourly wages, full or part-time employment, or guar- the Company.
anteed incomes. The MonaVie opportunity is not em- 4.9.3 No Unsolicited Fax and Phone Advertising.
ployment, and may not be presented as such. Terms Except as provided in this section, you may not use or
such as “manager trainee,” “management positions transmit unsolicited faxes or use an automatic tele-
available,” “travel provided,” “call for interview,” phone dialing system relative to the operation of your
“positions available,” “now hiring,” and other mis- MonaVie business.
leading statements are not allowed. 4.10 Phone Use. You may not answer the telephone by
4.8.3 No specific income can be promised or im- saying “MonaVie,” “MonaVie Incorporated,” or by any
plied, and any references to compensation must other manner that would lead the caller to believe that
use the word “Bonuses” to indicate the independent he or she had reached MonaVie’s corporate offices. You
contractor status of Distributors. may only represent that you are a MonaVie Distributor.

4.8.4 Advertisements may not contain references to 4.11 Correspondence. A Distributor may only represent
MonaVie or our Products (i.e., no product or açai that he or she is a MonaVie Distributor. All correspon-
mention, no use of MonaVie logo or bottle design, dence and approved business cards relating to or in
no health claims). connection with a Distributor’s MonaVie business shall
contain the Distributor’s name followed by the term “In-
4.8.5 You may not use any of MonaVie’s trademarks dependent Distributor.”
or trade names in any advertising.
4.9 Email and Fax Communication. MonaVie does not 4.12 Media and Media Inquiries. You must not initiate
permit Distributors to send unsolicited emails unless such any interaction with the media or attempt to respond to
emails strictly comply with applicable laws. Please see the media inquiries regarding MonaVie, its Products or ser-
Addendum for country-specific rules. vices, or your independent MonaVie business. All inqui-
ries by any type of media must be immediately referred
4.9.1 Requirements. Any email sent by you that to MonaVie’s Communications department at media@
promotes MonaVie, the MonaVie opportunity, or the monavie.com, or by calling (801) 748-3153. Addition-
Products, must comply with the following: ally, you may not draft, publish, post on the internet, or There must be a functioning return email otherwise dispense verbal or written MonaVie-related
address to the sender. press releases or statements to the media. This policy is
designed to ensure that accurate and consistent informa- There must be a notice in the email that tion is provided to the public and to maintain the desired
advises the recipient that he or she may reply to public image.
the email, via the functioning return email ad-
dress, to request that future email solicitations 4.13 International Marketing. We own the worldwide dis-
or correspondence not be sent to him or her (a tribution rights to the MonaVie Products and opportunity.
functioning “opt-out” notice). We may choose to open certain countries from time to
time and will grant you limited rights to Sponsor in those The email must include your physical countries. You shall not Sponsor outside of our Opened
mailing address. Countries. Also, you shall not distribute Products in any The email must clearly and conspicuously country other than your home country of enrollment. Ad-
disclose that the message is an advertisement or ditionally, because of important business, legal, and tax
solicitation. considerations, you shall not resell Products to Customers The use of deceptive subject lines and/or and Distributors outside of your home country of enroll-
false header information is prohibited. ment. Also, to preserve our rights, you may never secure
or attempt to secure approval for our Products or busi- All opt-out requests, whether received by ness practices; register or reserve the Company names,
email or regular mail, must be honored within trademarks, trade names, or Internet domain names; or
two (2) business days. establish any kind of business or governmental contact
4.9.2 Consent to Receive Emails. We may periodi- on behalf of the Company. Your breach of any of these
cally send commercial emails on behalf of Distribu- provisions shall require you to indemnify us against any
tors. By entering into the Agreement, you agree that claims, demands, actions, judgments, fines, and penal-

©2009 MONAVIE LLC 15

ties. ture may not be appropriate or legal in another
4.13.1 Business Models. We operate under one of
two models in those countries in which we have cho- You do not have the right to sell
sen to do business: Products in an Opened Country that is not your
home country of enrollment. That right is re- On the Ground (OTG). This is a fully served to Distributors residing and enrolled in the
operational business model. Products are prop- Opened Country (if OTG). To avoid adverse tax
erly labeled and legalized for resale in the coun- consequences and restitution requirements, you
try. Product is purchased in local currency and should refer Product sales to your downline resid-
Bonuses may be paid in local currency. Marketing ing in the Opened Country.
material specific to the country is available for
Distributors residing in that country. You may not send any unauthorized
Products to another country. Products to be sold Not for Resale (NFR). This is a model of in an Opened Country must be obtained directly
limited activity. Residents of an NFR market may from that country’s Company office or ware-
enroll to purchase Product for personal consump- house.
tion only. They may not sell, distribute, or gift
the Product in any way to persons outside their You may not seek or participate in
household. They purchase Product from our U.S. media coverage of any kind without prior written
or designated office and may receive Bonuses in approval from us.
U.S. currency where allowable by law. You may not misrepresent Products or
4.13.2 Qualifications. To Sponsor outside your home the MonaVie opportunity in the country.
country of enrollment, your Distributorship must be in You may not make claims or guarantees
good standing; you must request, read, and com- of specific earnings potential. You may not make
ply with the Policies and Procedures and such other unlawful health claims about our Products.
guides as we may have available for the Opened You must comply with the Policies
Country; and we may require you to pay an interna- and Procedures of both the country in which you
tional Sponsoring fee for each OTG and NFR country enrolled and the Opened Country in which you
in which you wish to Sponsor. desire to do business.
4.13.3 Sponsoring in an Opened Country. Your You must understand and comply with
compliance with this section protects us, you, and the laws of the Opened Country.
our collective ability to conduct business in selected
countries. Violation of these policies may result in 4.13.4 Pre Market Activity in a Country Announced
governmental regulatory action, which may include for OTG Operations. You may not engage in any
severe fines, confiscation of property, closure of busi- business activity in an unopened country unless
ness operations, or even imprisonment. Accordingly: we make a general announcement to all qualify-
ing Distributors. Such general announcement will You shall not engage in blind prospect- specify the limited business activities permissible in
ing without our prior written approval. Many the unopened market, including the date when pre-
countries have strict privacy laws that forbid blind market activity may commence and the scope of the
solicitations. Also, many local laws forbid adver- pre-market activity. Non-compliance with covenants
tising for leads. of this subsection or the limitations set forth in the You may not advertise for leads without general announcements may result in termination of
the prior written consent of our designated officer the Agreement.
or employee. 4.13.5 Sponsoring in a Not for Resale Country. In an You shall not import any Product into NFR country, we permit persons to import Products for
a market for which that Product is not officially personal consumption only. Accordingly, while these
approved. Products are labeled and sometimes Policies and Procedures are inapplicable to Spon-
formulated for specific countries. sored persons residing in an NFR market, you agree You shall not distribute our Sales Tools to and shall not sell, offer to sell, distribute, import, or
or any Black Diamond Sales Tools not ap- gift Products in an NFR market, nor shall you encour-
proved for the country in which it is intended. age, aid or abet a person to do the same. Meetings
Promotional statements from one country’s litera- must be limited to explaining the MonaVie opportu-
nity and Sponsoring pursuant to specific guidelines
for each NFR market. 5.2.2 You must sell Products to at least five Custom-
4.13.6 Monthly Processing Fee. A monthly processing ers each month.
fee may be charged for each country in which you 5.2.3 Your Distributorship must be in good standing
conduct your MonaVie business. with us.
4.13.7 Earnings. There may be specific withholding 5.2.4 Sales Receipts. When making a sale to a Cus-
requirements in your home country; when required, tomer, you must provide him or her with an official
we will deduct such withholdings from your earn- MonaVie sales receipt at or prior to the time of the
ings and remit them to the appropriate government initial sale and every sale thereafter. These receipts
agency. may set forth any consumer rights afforded by law for
4.13.8 Indemnification. You are fully responsible for retail sales. You must also verbally inform the Cus-
all verbal and written statements you make regard- tomer of his or her cancellation rights, if any, as set
ing our Products, services, and the Compensation forth on the official sales receipt.
Plan which are not expressly contained in our Official When making the sale, you must com-
MonaVie Materials. plete the information required on the sales re- You agree to indemnify MonaVie and ceipt, including the items ordered, the transaction
MonaVie’s directors, officers, employees, and amount, and the Customer’s name, address, and
agents, and hold them harmless from any and all telephone number. You must keep a copy of the
liability including judgments, civil penalties, re- sales receipt for your records.
funds, attorney fees, court costs, or lost business You must keep copies of all Retail Sales
incurred by MonaVie as a result of your unau- Receipts on file for at least four years. You are re-
thorized representations or actions. This provision quired to pay any applicable transactional taxes,
shall survive the termination of the Agreement. if required by law. We will maintain documenta- Subject to the limitations set forth in this tion for orders placed directly to the Company by
provision, we shall defend you from claims made your Customers.
by third-party Customers alleging injury from use 5.2.5 Customer Satisfaction Guarantee. As a
of a Product or injury due to a defective Product. Distributor of MonaVie Products, you shall offer
You must promptly notify us in writing of any to each Customer a 100%, 30-day money-back
such claim, no later than five (5) days from the guarantee for all Product sales. You are required
date of first receipt of the third-party claimant’s to honor the terms of the Customer satisfaction
notice alleging injury; failure to so notify us shall guarantee and the cancellation and refund poli-
alleviate any obligation of the Company respect- cies stated on the Retail Customer Receipt, which
ing such claim. You must allow the Company to is set forth in Addendum B.
assume the sole and absolute discretion respect-
ing the defense of the claim, and use and choice SECTION 6. ORDERING
of counsel as a condition to our obligation to 6.1 The 70% Rule. You shall personally sell, consume, or
defend you. use in business building at least 70% of the Product from
every order placed with the Company prior to placing
SECTION 5. RETAIL SALES AND ORDERING another order. You agree to validate to such uses if re-
5.1 Selling to End Consumers. The MonaVie opportunity quired by the Company or by any regulatory agency. No
is built on selling Products to end consumers. Your prima- Bonuses may be paid to any Distributor unless it is based
ry opportunity as a Distributor is to develop and maintain on the sale of MonaVie Products to end users.
Customers. We also allow you to purchase Product that 6.2 Buying Rank Prohibited. Purchasing Product for the
you may use as a sales tool and that you and your family purpose of earning Bonuses or achieving rank is prohib-
may consume. You agree to not purchase more Product ited. We retain the right to limit the amount of purchases
than what you can resell to your Customers in a reason- you may make if we reasonably believe those purchases
able period of time. are being made solely for rank and other qualification
5.2 Participation in the Compensation Plan. You must purposes instead of for resale or business building. We
fulfill the following sales requirements to be eligible for may revoke a rank advancement if it was earned in viola-
participating in the Compensation Plan. tion of this policy.

5.2.1 Each order you place must comply with the 6.3 Restricted Ordering Practices. You shall not order
70% rule as set forth in Section 6.1. Product through any Distributorship other than one in

©2009 MONAVIE LLC 17

which you have a Beneficial Interest unless you have Products and the retail sales, use, and consumption of
prior written permission to do so from the Distributor; this our Products by other Distributors in your downline.
written permission must be on file with us. If you violate 7.3 Payment. We will pay your Bonuses within two weeks
the provisions of this section, we may restrict or deduct following the close of a commission period. For busi-
the Volume and Bonuses paid to you and to all Distribu- ness accounts, we will pay to the business listed on the
tors who earned such Bonuses. The deduction of Volume account; otherwise we will pay to the primary account
and Bonuses will occur in the month in which the related holder. Without prejudice to our right of termination, we
sales occur, and shall continue every commission period may suspend or revoke payment if you are in breach of
thereafter until all Volume and Bonuses are recovered any term or condition of the Agreement. We may also
from you and the Distributors who received compensation debit your account if you owe us money.
from such sales.
7.4 Bonus Buying Prohibited. Bonus buying is strictly and
6.4 Return of Product and Sales Aids. See Addendum B. absolutely prohibited. Bonus buying includes: (1) the en-
6.5 Product Abandonment. An order transaction is con- rollment of individuals or entities without the knowledge
sidered complete only when the order has been paid for of and/or execution of a Distributor Application by such
and delivery method has been satisfied. If these condi- individuals or entities; (2) the fraudulent enrollment of an
tions are not met within 90 days from the date of order, individual or entity as a Distributor or Customer; (3) the
we reserve the right to determine the final outcome of the enrollment or attempted enrollment of non-existent indi-
order and you release us from any further obligation or viduals or entities as Distributors or Customers (“phan-
liability. toms”); (4) purchasing Products on behalf of another Dis-
6.6 Pickup Center Orders. We do not permit any individ- tributor or Customer, unless authorized herein, or through
ual or Distributor to pick up another Distributor’s will-call another Distributor’s or Customer’s ID number, to qualify
order without properly substantiated picture ID. for Bonuses; (5) purchasing excessive amounts of goods
or services that cannot reasonably be used or resold in
6.7 Returned Checks. All checks returned by your bank a month; and/or (6) any other mechanism or artifice
for insufficient funds will be re-submitted for payment. to qualify for rank advancement, incentives, prizes, or
Where lawful, a US$25.00 returned check fee will be Bonuses that is not driven by bona fide Product purchases
charged to your account. After receiving a returned check by end user consumers.
from you or your Customer, all future orders must be paid
by credit card, money order, or cashier’s check. Any out- 7.5 Adjustments to Bonuses. When a Product is returned
standing balance owed us by you for Non-Sufficient Fund to us for a refund, the Bonuses attributable to the re-
checks and returned check fees will be withheld your ac- turned Product(s) will be deducted from the commission
count, though our failure to withhold does not relieve you period in which the refund is given, and continuing every
of your obligation to pay. The fee is due upon placement pay period thereafter until the Bonus is recovered from
of the debt on your account with us. the Distributors who received Bonuses on the sales of the
refunded Products.
6.8 Restrictions on Third Party Use of Credit Cards and
Checking Account Access. You may not facilitate any Mo- 7.6 Errors or Questions. If you have questions about or
naVie purchase using a credit card or payment method believe any errors have been made regarding Bonuses,
other than your own unless we have on file an official PEARs, or charges, you must notify us in writing within
MonaVie Authorization Letter prior to the transaction. The 60 days of the date of the purported error or incident in
form authorization letter is found in the Document Library question. We will not be responsible for any errors, omis-
of your Virtual Office. sions, or problems not reported to the Company within
60 days.
6.9 Sales/Transaction Taxes. See Addendum A.
7.7 Processing and Other Fees. We may deduct from
SECTION 7. BONUSES your Compensation Plan earnings or charge you a
reasonable processing fee for computer processing and
7.1 Bonus Qualifications. As a Distributor, you are en- other customer services. If you request special services,
titled to receive Bonuses from us pursuant to the currently we may charge an hourly fee with a one hour minimum
published Compensation Plan if you are in good standing or a flat fee. We will quote you the fee prior to initiating
and in compliance with the terms of the Agreement. the services.
7.2 No Earning Guarantee. You are neither guaran-
teed a specific income nor assured any level of profit or SECTION 8. BREACH OF CONTRACT AND REMEDIES
success. Your profit and success can come only through 8.1 Breach. In the event of a breach or failure to perform
the successful retail sale, use, and consumption of our as required under the plain language of the Agreement,
the other party shall give written notice of such breach business days.
to the party claimed to be in breach. In the event that 8.7 Arbitration. If mediation is unsuccessful, any contro-
a breach is not cured within a reasonable time from versy or claim arising out of or relating to the Agreement,
receipt of written notice of any such breach, the breach or the breach thereof, shall be settled by arbitration.
shall be considered material and a default of the Agree-
ment. In the event a default is not cured, in addition to 8.7.1 Governing Law and Arbitration. The State of
other remedies available at law, the non-defaulting party Utah is the place of origin of this Contract, and is
shall be entitled to terminate the Agreement by delivering where the Company accepted the offer of an Appli-
notice of termination to the other party. Unless otherwise cant to become a Distributor and where the Distribu-
specified in the notice of termination, the Agreement shall tor entered into the Contract with the Company.
terminate immediately upon receipt of such notice of The Contract is therefore governed by and to be
termination. construed in accordance with the laws of the State of
8.2 Internet Auctions. The parties agree that certain Utah without reference to the conflict of laws princi-
breaches are so egregious, or that potential damages ples thereof, and the arbitration provisions herein are
for breach are irreparable, that notice and a cure period governed by the Utah Uniform Arbitration Act, Utah
is an inadequate remedy. Accordingly, the parties agree Code Ann. Sections 78-31a-101, et seq. (the “Act”),
that notice and cure are waived for selling Products on an except as such requirements may be specifically var-
Internet auction site. ied and modified by the terms set forth herein.
8.3 Material Breach. The following covenants of this 8.7.2 Mandatory Arbitration. Any controversy or
Agreement are deemed to be material: claim arising between Company and the Distributor,
including any controversy or claim arising out of or
8.3.1 Section 2.1–The Code of Ethics. relating to the Contract or the breach thereof, or any
8.3.2 Section 2.3.8–Unethical Activity. controversy or claim relating to the business arising
8.4 Remedies for Breach. Our remedies for breach shall between Distributors, shall be resolved by manda-
include, but not be limited to, recovery of any and all tory, binding arbitration in Salt Lake City, Utah, in
monies paid pursuant to this Agreement and termina- the United States of America, to be conducted in the
tion of the Distributorship. Your remedies include specific English language. Distributor hereby submits to the
performance and money damages. Nothing herein shall arbitral jurisdiction set forth herein, and, with respect
prevent you or us from seeking all other available rem- to any matters not determined by or subject to arbi-
edies. tration, to the personal jurisdiction of the state and
federal courts within Salt Lake City, Utah. The arbitra-
8.5 Grievances and Complaints. When you have a griev- tion shall be initiated by service of written demand for
ance or complaint with another Distributor regarding any arbitration on the responding party. Distributor hereby
practice or conduct in relationship to his or her Distribu- consents to service of such demand by mail to the
torship, you should try to resolve it with the other Distribu- address for such Distributor on file with the Company
tor. If the matter involves interpretation or violation of the and waives all rights and defenses as to insufficiency
Agreement by that Distributor, you must report it in writing of service of process as may be applicable under the
to MonaVie’s Compliance department, via email or certi- laws of the United States or any other country.
fied mail, who will review the facts and attempt to resolve
the matter. 8.7.3 Arbitrator. There shall be one arbitrator, who
shall be impartial, independent, and mutually agreed
8.6 Mediation. If either party disputes a matter, prior to upon by the parties to the arbitration within 30 days
instituting arbitration, you and we agree to meet in good following receipt of the written demand for arbitra-
faith and attempt to resolve any dispute arising from or tion. If the parties do not reach agreement on a
relating to the Agreement through non-binding media- single arbitrator within such period, the parties shall
tion. An individual who is mutually acceptable to the par- obtain a judicial appointment of an arbitrator pursu-
ties shall be appointed as mediator. The mediator’s fees ant to the Act, Section 78-31a-112.
and costs, as well as the costs of holding and conduct-
ing the mediation, shall be divided equally between the 8.7.4 Process and Powers. The arbitration and all
parties. Each party shall pay its portion of the anticipated pre-hearing matters, including discovery, shall be
shared fees and costs at least ten (10) days in advance of governed by and conducted in accordance with the
the mediation. Each party shall pay its own attorneys fees, Utah Rules of Civil Procedure and the Utah Rules of
costs, and individual expenses associated with conducting Evidence. The arbitration and all proceedings as-
and attending the mediation. Mediation shall be held in sociated therewith are private proceedings and not
Salt Lake City, Utah, and shall last no more than two (2) subject to any public right of access. The arbitrator

©2009 MONAVIE LLC 19

shall have the authority to enter appropriate pro- sessed costs associated with the arbitration, including
tective orders to preserve the confidentiality of the all arbitrator fees, provided however, that the prevail-
proceedings and information exchanged in discovery. ing party in any appeal to the Appeal Panel shall be
The arbitrator shall have the authority, power, and entitled to recover its share of the costs of such ap-
jurisdiction to grant both legal and equitable relief, peal from the non-prevailing party. The parties shall
including temporary, preliminary, and permanent each bear their own attorneys fees in connection with
injunctive relief, and the parties hereto hereby submit the arbitration and any appeal, irrespective of which
to the jurisdiction of the arbitrator for all such relief. party prevails and any demand or request made for
The arbitrator shall also have the sole and exclusive such fees.
authority to determine whether any particular issue is 8.8 Other Remedies. Nothing in these Policies and Pro-
subject to arbitration under this Agreement. cedures shall prevent us from applying to and obtaining
8.7.5 Award. The arbitration award shall be a rea- from any court having jurisdiction a writ of attachment, a
soned award, given in writing, and shall be final and temporary injunction, preliminary injunction, permanent
binding on the parties hereto and not subject to any injunction, or other relief available to safeguard and
appeal, except as specifically provided in the appeal protect our interest prior to, during, or following the filing
provision below. Judgment upon the award rendered of any arbitration or other proceeding or pending the
may be entered in any court having jurisdiction, or, rendition of a decision or award in connection with any
application may be made to such court for a judicial arbitration or other proceeding.
recognition of the award or an order of enforcement
thereof, as the case may be. Execution upon any SECTION 9. DEFINITIONS
such judgment shall be governed by the laws of the 9.1 BONUSES. Monies earned by you, as determined by
State of Utah, and the parties hereto agree uncondi- the Personal Volume of Products retailed or purchased by
tionally to recognize an arbitration award rendered you and the Group Volume of your Downline, as set forth
in connection with this Agreement as binding and in the Compensation Plan.
compulsory and subject to execution pursuant to any 9.2 COMPENSATION PLAN. The method by which you
applicable laws. generate Bonuses and are compensated for retail sales
8.7.6 Appeal. Should the Arbitrator enter an award and sales Volume within your downline. The Compensa-
against any party for a sum in excess of twenty-five tion Plan is described in the Company’s literature.
thousand dollars ($25,000), or enter an award 9.3 CUSTOMER. End Consumers of the Product.
constituting permanent injunctive relief against any
party, the party against whom such an award has 9.4 DISTRIBUTOR. An independent contractor whose Dis-
been entered may appeal the award to a private tributor Application has been accepted by us.
arbitration panel of three impartial and independent 9.5 DISTRIBUTOR KIT. A selection of MonaVie at-cost
arbitrators mutually agreed upon by the parties (the training materials and business support literature that
“Appeal Panel”). Any such appeal must be taken by each new Distributor purchases unless prohibited by law.
written notice served no later than thirty (30) days 9.6 DISTRIBUTORSHIP. The collective rights arising from
after the party has received the written award. If the the Agreement granted to you to purchase, sell, distrib-
parties do not agree on three arbitrators within 30 ute, and promote the Products and MonaVie business
days of the date of the arbitration award, the Appeal opportunity.
Panel shall be judicially appointed in accordance with
the Act, Section 78-4331a-112. The appeal shall be 9.7 GROUP VOLUME (GV). The point value of Products
conducted in Salt Lake City, Utah, in the United States sold to the downline in your Placement Tree.
of America, in the English language. Upon briefing 9.8 OFFICIAL MONAVIE MATERIAL. Literature, audio
of relevant issues by the parties, and oral argument or video tapes, and other materials developed, printed,
if requested by the parties, the Appeal Panel shall published, and distributed by MonaVie to Distributors.
review and correct the award for (1) any error of law, 9.9 OPENED COUNTRY. A country that we have official-
(2) a failure of substantial evidence to support all ly opened for business using an OTG or NFR model.
or any element of the award, and (3) an error of a
mixed question of fact and law. The arbitration panel 9.10 PERSONAL ENROLLMENT TREE. Your downline
shall issue a reasoned decision, given in writing, organization of Distributors you personally Sponsor and
which shall be final and binding on the parties and those Distributors that they personally Sponsor.
not subject to any appeal. 9.11 PERSONAL VOLUME (PV). The point value of Prod-
8.7.7 Costs. The parties shall equally share the as- ucts you sell to your Customers who use your distributor


ID number or of Products we sell to you. effort to narrowly limit the geographic scope of the
9.12 PERSONALLY ENROLLED ACTIVITY REPORT (PEAR). non-solicitation provisions herein would render it
A report generated by us that provides information relat- wholly ineffective. Therefore, you and we agree that
ing to the identities of Distributors, sales information, and this non-solicitation provision shall apply to all markets
Sponsoring activity of Distributors in your Personal Enroll- in which MonaVie conducts business. This subsection
ment Tree. This report contains confidential and trade shall survive termination of the Agreement.
secret information which is proprietary to the Company. A.2 SALES PROMOTION AND SPONSOR TRAINING.
9.13 PLACEMENT. Your position inside your Sponsor’s Regardless of your level of achievement, you have an on-
Placement Tree. going obligation to continue to personally promote sales
through the generation of new Customers and through
9.14 PLACEMENT TREE. The structure of your downline servicing existing Customers. You are also responsible to
sales organization. motivate and train your new downline in Product knowl-
9.15 PRODUCTS. Any commodity sold by us that has edge, effective sales techniques, the Compensation Plan,
Volume assigned to it. and compliance with these Policies and Procedures.
9.16 RESALABLE. Products shall be deemed “resalable” Additionally, you must provide bona fide assistance and
if each of the following elements is satisfied: (1) they are training to Distributors you Sponsor to ensure that your
unopened and unused, (2) original packaging and label- downline Distributors are properly operating their Mona-
ing has not been altered or damaged, (3) they are in a Vie businesses.
condition such that it is a commercially reasonable prac- A.3 OPPORTUNITY CLAIMS.
tice within the trade to sell the merchandise at full price, a. Business Opportunity Specific Claims. Do not use the
and (4) the Product contains current MonaVie label- term “business opportunity.” Use the terms “income
ing. Any merchandise that is clearly identified at the time opportunity,” “financial opportunity,” or “home-based
of sale as nonreturnable, discontinued, or as a seasonal opportunity.” When discussing the MonaVie oppor-
item, shall not be resalable. tunity, you must mention that the purchase of tools
9.17 SALES TOOLS. Any audio or visual device used to is optional. The word “free” should never be used to
promote the MonaVie Products and/or opportunity. It may describe MonaVie products—regardless of how they’re
be printed; electronic; a logo used on clothing, decals, or obtained.
in any other form. b. Purchasing Requirements. Do not impose personal
9.18 SPONSOR. A Distributor who introduces an appli- purchase requirements. Do not require a distributor
cant to the Company and is listed as the Sponsor on the to purchase a minimum amount of product. You may
Distributor Application. say that a distributor must generate a certain amount
9.19 VOLUME. The point value assigned to Products sold of personal volume to qualify for earnings under the
for purposes of calculating Bonuses under the Compen- compensation plan.
sation Plan. c. Income Claims. Any income presentations (in person
or on paper) must include a line stating: “Please see
ADDENDUM A—MALAYSIA the MonaVie Income Disclosure Statement at the end
A.1 SUPPLEMENTAL PROVISIONS TO THE POLICIES of this document or at www.MonaVie.com for com-
AND PROCEDURES. plete information regarding the earnings of Mona-
Vie distributors.” Also, avoid words like “millions”
a. Sections 1.1.6, 1.2.3, 1.2.4, , 3.1.3, and B.2 are and instead use non-financial phrases like “Beyond
deemed inapplicable to the extent they refer to any imagination” or “Your wildest dreams.” Use terms like
purchase requirement if we have waived the fee to “income-creating” rather than “wealth-creating.” Do
purchase a Distributor Kit. not use the term “passive income.”
b. Section 2.3.2 is amended and restated as follows: d. Compensation Plan.
Nonsolicitation. During the term of the Agreement,
with the exception of those Distributors you person- 1) Any income presentations (in person or on pa-
ally Sponsored, you may not recruit any Distributor or per) must include a line stating: “Please see the
Customer for another Network Marketing business. MonaVie Income Disclosure Statement at the end
You and we recognize that because network market- of this document or at www.MonaVie.com for
ing is conducted through networks of independent complete information regarding the earnings of
contractors in many countries, and business is com- MonaVie distributors.”
monly conducted via the internet and telephone, an 2) Do not use “purchased” when describing how PV

©2009 MONAVIE LLC 21

is acquired. Use terms such as “generated.” Use wife to come home and be a full-time mom” also
wording like “Build teams that duplicate by help- fall within the purview of “lifestyle” claims.
ing your personally sponsored distributors build 2) A hypothetical income claim exists when you
their businesses, and you will earn the Star Maker attempt to explain the operation of the Com-
Bonus.” pensation Plan through the use of a hypothetical
3) Regarding Rank Advancements, either is accept- example and make certain assumptions regard-
able: ing the: (1) number of Distributors Sponsored,
1. To qualify for the following ranks one must be (2) number of downline Distributors, (3) average
active with 100 or more of personally gener- product volume per Distributor, and (4) total
ated points during the qualifying week. organizational volume. Additionally, process-
ing these assumptions through the Compensa-
2. Be active with 100 or more personally gener- tion Plan yields income figures which constitute
ated points during the qualifying week. income claims.
4) Avoid the words “investment” or “invest.” It’s c. Policy. In any non-public meeting (e.g., a home meet-
okay to talk about investing time or effort—but ing, one-on-one, regardless of venue) with a prospec-
not money. Accordingly, use words like “cost” or tive Distributor or Distributors in which the Compensa-
“expenditure” to describe the Distributor Kit. tion Plan is discussed or any type of income claim is
A.4 INCOME DISCLOSURE STATEMENT. made, you must provide the prospect(s) with a copy
a. Purpose of the Income Disclosure Statement. Mona- of the IDS. In any meeting that is open to the public
Vie’s corporate ethics compel us to do not merely what in which the Compensation Plan is discussed or any
is legally required, but rather, to conduct the absolute type of income claims is made, you must provide every
best business practices. To this end, we have devel- prospective Distributor with a copy of the IDS and you
oped the Income Disclosure Statement (“IDS”). The must display at least one (3 x 5 foot poster board) in
MonaVie IDS is designed to convey truthful, timely, the front of the room in reasonably close proximity
and comprehensive information regarding the income to the presenter(s). In any meeting in which any type
that MonaVie Distributors earn. In order to accomplish of video display is utilized (e.g., monitor, television,
this objective, a copy of the IDS must be presented to projector) a slide of the IDS must be displayed con-
all prospective Distributors. Copies of the IDS may be tinuously throughout the duration of any discussion of
printed or downloaded without charge from the corpo- the Compensation Plan or the making of an income
rate website. claim.

b. Definition and Examples. The terms “income claim” A.5 PRODUCT SALES. A successful MonaVie business is
and/or “earnings representation” (collectively “income establish upon a solid customer base. Sales to your retail
claim”) include: (1) statements of average earnings, customers are the essence of the MonaVie opportunity.
(2) statements of non-average earnings, (3) state- Pursuant to section 5.2.2 of the Policies and Procedures,
ments of earnings ranges, (4) income testimonials, (5) you are required to make monthly sales to at least five
lifestyle claims, and (6) hypothetical claims. Examples retail customers. You should also assist your downline in
of “statements of non-average earnings” include, developing their own retail customer base. Our preferred
“Our number one Distributor earned XXX dollars last customer program permits you to register your retail cus-
year” or “Our average Black Diamond makes XXX tomers with us so that they get special discounts and you
per month.” An example of a “statement of earnings receive commissionable volume from their purchases.
ranges” is “The monthly income for Blue Diamonds is As you develop a strong retail customer base and assist
XXX on the low end to YYY on the high end.” your downline in doing the same, your earnings from the
compensation plan grow and you will find greater suc-
1) A lifestyle income claim typically includes state- cess with your MonaVie business.
ments (or pictures) involving large homes, luxury
cars, exotic vacations, or other items suggesting A.6 GOVERNMENTAL APPROVAL OR ENDORSEMENT.
or implying wealth. They also consist of referenc- Neither government agencies nor their officials approve
es to the achievement of one’s dreams, having or endorse any Network Marketing companies or prod-
everything one always wanted, and are phrased ucts. Therefore, you shall not represent or imply that
in terms of “opportunity” or “possibility” or MonaVie, its Products, or its Compensation Plan have
“chance.” Claims such as “My MonaVie income been approved, endorsed, or otherwise sanctioned by
exceeded my salary after six months in the busi- any government agency or official.
ness,” or “Our MonaVie business has allowed my A.7 BREACH OF CONTRACT—ADDITIONAL PROVI-


SIONS. until the matter is resolved. Decisions mandated by
a. Additional Actions for Breach. We may take the follow- the Distributor Conduct Appeals Committee are final
ing actions against you and/or your Distributorship if and binding, and will not be further reviewed by the
you breach the agreement. Company.

1) We may issue you a written warning or admoni- A.8 TELEMARKETING. You must not engage in telemar-
tion; keting relative to the operation of your Distributorship.

2) We may require you to take immediate corrective A.9 DIAMOND COVENANTS REGARDING COMPE-
measures; TITION. This section applies to distributors who have
reached the rank of Diamond Executive or higher and
3) We may impose a fine and may withhold it from supersedes any inconsistent provisions of sections 2.3.1
your earnings; and 2.3.2.
4) We may suspend payment of all or part of your a. Definitions. For purposes of this section only, the terms
Compensation Plan earnings during the period listed below shall have the following meanings:
that we investigate your conduct. If your Agree-
ment is terminated by us, you will not be entitled 1) “Competitor” means any person or entity who
to recover any Bonuses withheld during the inves- now or in the future directly or indirectly competes
tigation period; with MonaVie, including any multi-level market-
ing company.
5) We may suspend your right to operate your Dis-
tributorship for one or more pay periods; 2) “Distributor Lists” means all distributors, organiza-
tion lists, names, addresses, emails addresses,
6) We may involuntarily terminate your Agreement; and telephone numbers contained in the Mona-
7) We may institute legal proceedings for monetary Vie database, in any form, including, but not lim-
and/or equitable relief; ited to hard copies, electronic or digital media.
8) We may transfer or reassign some or all of your 3) “Personally Sponsored” means those distributors
downline organization to another Distributor’s personally introduced, registered and personally
downline organization; enrolled by Distributor into Distributor’s personal
9) We may take any other measure expressly al- enrollment tree and included in Distributor Lists in
lowed within any provision of the Agreement or the MonaVie database.
which we deem practicable to implement and ap- b. Covenant Not To Compete. You are not restricted from
propriate to resolve damages caused partially or engaging in the business of any Competitor except as
exclusively by your policy violation or contractual set forth in subsections c and d herein. If during the
breach. term of this Agreement you engage in the business of
b. Distributor Conduct Review Committee (DCRC). The a competitor as an independent distributor, principal,
purpose of the DCRC is to review policy violations and or investor, you will continue to be entitled to Team
determine disciplinary actions. The Compliance de- Bonuses as defined in the then current Compensation
partment solicits information from all involved parties Plan if you are otherwise entitled to them; however,
and presents the same to the DCRC for final resolution you will forego and forfeit any Executive Check Match,
and disciplinary action, up to and including termina- participation in the MonaVie Leadership Pool, incen-
tion of a Distributor Agreement. Once the DCRC has tive trips, vehicles, cash awards, bonus payments, or
made a decision, the decision will be communicated other incentive or Black Diamond awards.
to the Distributor in writing. c. Non-Solicitation. You covenant and agree that during
c. Distributor Conduct Appeals Committee (DCAC). If the term of this Agreement you will not contact, solicit,
you wish to appeal a decision made by the DCRC, you or assist in the solicitation, directly or indirectly, of any
must do so in writing within ten (10) business days of distributors in the Territory, except those distributors
the date of notification of decision. A decision will only that are your Personally Sponsored, for any Competi-
be reviewed by the Appeals Committee if new informa- tor of MonaVie.
tion or further supporting evidence has been provided. d. Non-Disclosure. You covenant and agree that you
All cases will be reviewed on a monthly basis and will not use or disclose, divulge, or communicate to
notification will be provided accordingly. Please note any person or entity, for any purpose or reason what-
that during the appeals process, all involved Distribu- soever, the Distributor Lists or other proprietary prop-
tor accounts may be placed on a complete business erty of MonaVie by any means, directly or indirectly,
hold, and all Bonuses generated will be held by us through any manner whatsoever. The Distributor Lists
©2009 MONAVIE LLC 23
are confidential and are the proprietary property and usable or shelf life period has passed; nor shall Products
trade secrets of MonaVie. The Distributor Lists are for be considered Currently Marketable if we clearly disclose
your exclusive and limited use to facilitate the training, to you prior to purchase that the Products are seasonal,
support, and servicing of your organization for further- discontinued, or special promotion Products and are
ance of MonaVie related business only. You agree to not subject to the repurchase obligation. Upon receipt
hold confidential and not disclose any Distributor List of Currently Marketable Products, we will reimburse you
or portion thereof in any manner to any third person 90% of the net cost of the original purchase price(s) as
or entity and to limit use of the Distributor List to its otherwise required by law. Shipping and handling charg-
intended scope of furthering the MonaVie business. es incurred by you when the Products were purchased will
You agree to return to MonaVie any Distributor List or not be refunded. 
portion thereof or copies thereof in any medium. This B.2 Return of Distributor Kit upon Termination. If you
provision shall survive the termination of this Agree- voluntarily terminate the Agreement, you may return the
ment. Distributor Kit for a refund if (a) you personally purchased
e. Enforceability and Severability. It is the desire and it from us or from another Distributor; (b) you return it
intent of the parties that the provisions of this section within six (6) months of purchase; and (c) the Distributor
be enforced to the fullest extent permissible under Kit is in marketable condition. Upon receipt of the Dis-
the laws and public policies applied in the applicable tributor Kit, we will reimburse you 90% of the net cost of
jurisdiction. Accordingly, if any particular provision of the original purchase price(s), or as otherwise required
this section shall be adjudicated to be invalid or un- by law. Shipping and handling charges incurred by you
enforceable, it is the specific intent and agreement of when the Distributor Kit was purchased will not be re-
the parties hereto that such provision shall be deemed funded.
amended to delete therefrom the portion thus adju- B.3 No Refund for non-Required Sales Tools. We will not
dicated to be invalid or unenforceable. In addition, refund non-required Sales Tools other than the Distribu-
if the scope of any restriction or covenant contained tor Kit and any other required Sales Tools as described in
in this section is too broad to permit enforcement paragraph B.2. 
thereof to its fullest extent, then it is the specific intent
and agreement of the parties that such restriction or B.4 Return of Product—No Termination. If you are not
covenant shall be enforced to the maximum extent 100% satisfied with our Products, you may return Cur-
permitted by law, and I and MonaVie hereby consent rently Marketable Products for a refund if neither you
and agree that such scope shall be judicially modified nor we have terminated the Agreement and the Products
accordingly in any proceeding brought to enforce such were purchased within six (6) months and are in resalable
restriction. The terms, conditions, and obligations of condition. The refund shall be 90% of the purchase price.
this Section shall survive any termination of this Agree- Shipping and handling charges incurred by you when the
ment. Products were purchased will not be refunded.
A.10 WEBSITES. Subject to the limitations of section B.5 Refused Products. If you order Products and then
4.4.1, if you have achieved the rank of Diamond Execu- refuse delivery, your order is subject to the restocking fee
tive, you may have a website to promote your MonaVie and other procedures for returns herein, and we may
business. charge you for the return shipping costs.
B.6 Refund Procedures. To receive a refund, you must
comply with the following:
ADDENDUM B a. Obtain a Return Merchandise Authorization (RMA)
number by calling the Distributor Services department.
RETURN POLICY AND CANCELLATION NOTICE This RMA number must be written on each carton
B.1 Return of Product upon Termination. If you voluntarily returned. RMA’s are valid for 30 days from the date of
terminate the Agreement, you may return Currently Mar- issue.
ketable Products in your inventory for a refund. You may b. Proper shipping carton(s) and packing materials are to
only return Products that you personally purchased from be used in packaging the Product(s) being returned for
us for resale (purchases from third parties are not subject replacement. All returns must be shipped to MonaVie
to refund). “Currently Marketable” means that the Prod- pre-paid. MonaVie does not accept shipping-collect
ucts are returned within twelve (12) months of purchase packages. The risk of loss in shipping for returned
and are in resalable condition; however, Products shall Product shall be borne by you. If returned Product is
not be considered Currently Marketable if returned for not received by the Company’s Distribution Center, it
repurchase after the Products’ commercially reasonable is your responsibility to trace the shipment.
c. If you are sending Product that was returned to you by [insert address of Distributor’s place of business]
your Retail Customer, the Product must be received by
us within ten (10) days from the date on which your
Retail Customer returned the Product to you and it NO LATER THAN 30 DAYS AFTER __________________.
(transaction date)
must be accompanied by a copy of the sales receipt
you gave to the Customer at the time of the sale.
I hereby cancel this transaction.
B.7 Refunds to Customers. If you resell Product directly
to your Customer, you must provide the Customer a full
refund of all monies paid if the Customer returns the _________________________________________
Product to you within thirty (30) days of the sales transac- Customer Signature
tion. We will replace to you up to one-half of the used
portion of the returned Product. Date:
B.8 Cancellation Notice. You must give your Customer
two copies of an official MonaVie sales receipt (one to
keep and one to send). The sales receipt should be dated
and show your name and address. The sales receipt must
be in the same language that is used in the sales pre-
sentation. The following cancellation notice appears on
the sales receipt and must be given verbally by you when
making a retail sale to a Customer. You must comply with
its terms.

You, the Customer, may cancel this transaction at any
time up to 30 calendar days after the transaction without
any penalty or obligation.

If you cancel, any payments made by you under the sale

will be returned within 10 BUSINES DAYS following re-
ceipt by the Distributor of your Notice of Cancellation.

If you cancel, you must make available to the Distribu-

tor, at your residence, any goods delivered to you under
this contract or sale in substantially the same condition
as when received, or you may, if you wish, comply with
the instructions of the Distributor regarding how to return
shipment of the goods at the Distributor’s expense and

If you do make the goods available to the Distributor and

the Distributor does not pick them up within 20 days of
the date of your Notice of Cancellation, you may retain
or dispose of the goods without any further obligation. If
you fail to make the goods available to the Distributor, or
if you agree to return the goods to the Distributor and fail
to do so, then you remain liable for the performance of
all obligations under the contract.

To cancel this transaction, mail or deliver a signed and

dated copy of this Cancellation Notice, or any other writ-
ten notice, or send a letter to:

[insert Distributor’s name]

©2009 MONAVIE LLC 25

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