Policies and Procedures

Veaya Global Policies and Procedures

Index

Section 1—Company Mission Statement

The Veaya experience is about restoring your life. By providing innovative products and creating a culture of excellence and success, the mission of Veaya is to become the leading source of powerful, quality products that promote lasting benefits and provide opportunities that empower individuals to dream, build, and share. Veaya is about taking on bold new challenges and succeeding when others may fail. It's about building relationships and treating people the right way. Veaya is about having quality time with family while attaining financial independence. It's about having not only the things you need, but also adding some of the "extras" into your lifestyle.

Section 2—Introduction

2.1—Policies and Compensation Plan Incorporated into Independent Business Owner Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of VEAYA (hereafter "VEAYA, VEAYA GLOBAL" or the

"Company"), are incorporated into, and form an integral part of, the VEAYA Independent Business Owner Agreement (the "DISTRIBUTOR Agreement").

Throughout these Policies, when the term "Agreement" is used, it collectively refers to the VEAYA Independent Business Owner Application and

Agreement, these Policies and Procedures, the VEAYA Marketing and Compensation Plan, and the VEAYA Business Entity Registration Form (if

applicable). These documents are incorporated by reference into the VEAYA Independent Business Owner Agreement (all in their current form and as amended by VEAYA). It is the responsibility of each Independent Business Owner ("DISTRIBUTOR") to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new DISTRIBUTOR, it is the responsibility of the sponsoring DISTRIBUTOR to provide the most current version of these Policies and Procedures and the VEAYA Marketing and Compensation Plan to the applicant prior to his or her execution of the DISTRIBUTOR Agreement.

2.2—Purpose of Policies

VEAYA is a direct sales company that distributes products and services through its DISTRIBUTORS. It is important to understand that your success and the success of your fellow DISTRIBUTORS are dependent upon the integrity of the men and women who market our products and services. To clearly define the relationship that exists between DISTRIBUTORS and VEAYA, and to explicitly set a standard for acceptable business conduct, VEAYA has established the Agreement.

VEAYA DISTRIBUTORS are required to comply with all of the Terms and Conditions set forth in the Agreement, which VEAYA may amend at its sole discretion from time to time, as well as all federal, state, provincial, territorial, and local laws governing their VEAYA business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement.

Please review the information in this manual carefully. It explains and governs the relationship between you, as an independent contractor and the Company. If you

have any questions regarding any policy or rule, do not hesitate to seek an answer from your Sponsor or from VEAYA.

2.3—Changes to the Agreement

Because federal, state, provincial, territorial and local laws, as well as the business environment, periodically change, VEAYA reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the DISTRIBUTOR Agreement, a DISTRIBUTOR agrees to abide by all amendments or modifications that VEAYA elects to make.

Amendments shall be effective upon notice to all DISTRIBUTORS that the Agreement has been modified. Notification of amendments shall be published in official VEAYA materials. The Company shall provide or make available to all DISTRIBUTORS a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company's official website; (2) electronic mail (e-mail); (3) fax-on demand; (4) voice mail system broadcast; (5) inclusion in Company periodicals; (6) inclusion in product orders or bonus checks; or (7) special mailings. The continuation of a DISTRIBUTOR's VEAYA business or an DISTRIBUTOR's acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

2.4—Delays

VEAYA shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable

due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a

party's source of supply, or government decrees or orders.

2.5—Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid

portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if

such invalid, or unenforceable provision never comprised a part of the Agreement.

2.6—Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business.

No failure of VEAYA to exercise any right or power under the Agreement or to insist upon strict compliance by a DISTRIBUTOR with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of VEAYA's right to demand exact compliance with the Agreement. Waiver by VEAYA can be affected only in writing by an authorized officer of the Company.

VEAYA's waiver of any particular breach by an DISTRIBUTOR shall not affect or impair VEAYA's rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other DISTRIBUTOR. Nor shall any delay or omission by VEAYA to exercise any right arising from a breach affect or impair VEAYA's rights as to that or any subsequent breach. The existence of any claim or cause of action of an DISTRIBUTOR against VEAYA shall not constitute a defense to VEAYA's enforcement of any term or provision of the Agreement.

Section 3—Becoming a DISTRIBUTOR

3.1—Requirements to Become a DISTRIBUTOR

To become a VEAYA DISTRIBUTOR, each applicant must:

a) Be of the age of majority in his or her state of residence;

b) Have a valid Social Security, Federal Tax ID number, or country indentification number;

c) Submit a properly completed DISTRIBUTOR Application and Agreement to VEAYA GLOBAL. (If the enrollment is not submitted online, the applicant must submit original signed documents only; no copies will be accepted.);

e) Participate in the Team Office and Replicated Website program.

The Company reserves the right to reject any applications for a new DISTRIBUTOR or applications for renewal.

3.2—No Purchase Required

No person is required to purchase VEAYA products, services or sales aids, or to pay any charge or fee to become a DISTRIBUTOR. In order to familiarize new DISTRIBUTORS with VEAYA products, services, sales techniques, sales aids, and other matters, the Company recommends that they purchase a Starter Kit. VEAYA may repurchase resalable kits from any DISTRIBUTOR who terminates his or her DISTRIBUTOR Agreement pursuant to the terms of Section 8.3.

3.3—New DISTRIBUTOR Enrollment

VEAYA provides four convenient methods for new DISTRIBUTORS to enroll. An applicant may:

a) mail the Application and Agreement and Starter Kit payment to VEAYA's corporate offices; b) enroll online at VEAYA's website or at the personal VEAYA website of his or her Sponsor; c) submit the Application and Agreement by fax; or

d) call the VEAYA home office during regular business hours to receive a temporary DISTRIBUTOR Identification

Number ("DIN") and temporary authorization for a new DISTRIBUTOR. (See the front of the DISTRIBUTOR Application and Agreement for phone numbers and appropriate business hours.)

If the applicant enrolls by fax, he or she must fax both the front and back of the Application and Agreement to VEAYA at the fax number listed on the Application and Agreement. For fax enrollments, payment for the Starter Kit must be made by credit card.

If the applicant enrolls by telephone, he or she must be able to provide all necessary DISTRIBUTOR Agreement information over the telephone and order a Starter Kit using a valid credit card. The new DISTRIBUTOR's DIN and authorization will be valid for 30 days, pending receipt of the completed and signed original DISTRIBUTOR Application and Agreement by VEAYA.

Once the original DISTRIBUTOR Application and Agreement is received at the VEAYA Home Office, the new DISTRIBUTOR Agreement will be extended to one full year from the date on which the DIN was issued. If the new DISTRIBUTOR Application and Agreement is not received within the temporary 30-day time period, the temporary authorization shall expire, the DIN will be canceled, and the DISTRIBUTOR Application and Agreement will be automatically terminated.

3.4—DISTRIBUTOR Benefits

Once a DISTRIBUTOR Application and Agreement has been accepted by VEAYA, the benefits of the Marketing and Compensation Plan and the DISTRIBUTOR

Agreement is available to the new DISTRIBUTOR.

These benefits include the right to:

a) Purchase products through the VEAYA websites at the DISTRIBUTOR price.

b) Promote the sale of products and services through the DISTRIBUTOR's VEAYA website and profit from these sales.

c) Participate in the VEAYA Marketing and Compensation Plan (receive bonuses and commissions, if eligible).

d) Sponsor other individuals as DISTRIBUTORS into the VEAYA business and thereby build a marketing organization and progress through the VEAYA

Marketing and Compensation Plan.

e) Receive periodic VEAYA literature and other VEAYA communications.

f) Participate in VEAYA-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable.

g) Veaya Team Office, a personalized Replicated Website and other advanced marketing tools (monthly fees may be required).

h) Participate in promotional and incentive contests and programs sponsored by VEAYA for its DISTRIBUTORS.

3.5—Renewal of Your VEAYA Business

The term of the DISTRIBUTOR Agreement is one year from the date of its acceptance by VEAYA. DISTRIBUTORS must renew their DISTRIBUTOR Agreement each year by paying an annual renewal fee on or before the anniversary date of their DISTRIBUTOR Agreement. If the renewal fee is not paid within 30 days after the expiration of the current term of the DISTRIBUTOR Agreement, the DISTRIBUTOR Agreement may be canceled. DISTRIBUTOR agreements will be automatically renewed (Automatic Renewal Program), DISTRIBUTORS who do not wish to renew their DISTRIBUTOR agreement must notify Veaya in writing prior to their renewal date. Under the ARP, the renewal fee will be charged to the DISTRIBUTOR's credit card, checking account or other configured payment method.

Section 4—Operating a Veaya Global Business

4.1—Adherence to the VEAYA Marketing and Compensation Plan

DISTRIBUTORS must adhere to the terms of the VEAYA Marketing and Compensation Plan as set forth in official VEAYA literature. DISTRIBUTORS shall not offer the VEAYA opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in

official VEAYA literature. DISTRIBUTORS shall not require or encourage other current or prospective Preferred Customers or DISTRIBUTORS to participate in VEAYA in any manner that varies from the program as set forth in official VEAYA literature. DISTRIBUTORS shall not require or encourage other current or prospective Preferred Customers or DISTRIBUTORS to execute any agreement or contract other than official VEAYA agreements and contracts in order to become a VEAYA DISTRIBUTOR. Similarly, DISTRIBUTORS shall not require or encourage other current or prospective Preferred Customers or DISTRIBUTORS to make any purchase from, or payment to, any individual or other entity to participate in the VEAYA Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official VEAYA literature.

4.2—Advertising

4.2.1—General

All DISTRIBUTORS shall safeguard and promote the good reputation of VEAYA and its Marketing and Compensation Plan. The marketing and promotion of VEAYA GLOBAL, the VEAYA opportunity, and the Marketing and Compensation Plan shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

To promote both the products and the tremendous opportunity VEAYA offers, DISTRIBUTORS may use the sales aids and support materials produced by

VEAYA. DISTRIBUTORS may produce their own literature, advertisements, sales aids and promotional materials, or Internet web pages, with the written approval of the Company. All independently produced marketing materials must be approved in writing by the Company. All independently produced marketing materials (including any custom websites as set forth below) must clearly indicate that they are produced and distributed by a VEAYA DISTRIBUTOR, and must always display the VEAYA Independent artwork that is provided by the company (these logos will be made available on the corporate website, and every DISTRIBUTOR will be required to represent themselves with that artwork and a clear rendering of their DISTRIBUTOR license number in immediate proximity of said logo). All DISTRIBUTORS must always use the VEAYA Independent artwork and logo and may never use any VEAYA trademarks or trade names.

4.2.2—DISTRIBUTOR Websites

If a DISTRIBUTOR desires to utilize an Internet web page to promote his or her business, he or she may do so through the Company's replicated website program. Alternatively, DISTRIBUTOR's may create their own custom website. All custom websites, along with any marketing materials must be approved in writing by VEAYA. Subsequent changes to any custom sites or materials must be approved in writing by VEAYA prior to any distribution.

As set forth above, all independently produced and approved websites must display the VEAYA Independent artwork and logo as required above. All DISTRIBUTORS agree to transfer and assign all right, title and interest in and to any independently developed domain names to VEAYA prior to any use by the DISTRIBUTOR.

4.2.3—Domain Names and Email Addresses

DISTRIBUTORS may not, without the express written consent of VEAYA, use or attempt to register any of VEAYA's trade names, trademarks, service names, service marks, product names, the Company's name, or any derivative thereof, for any Internet domain name. Nor may DISTRIBUTORS incorporate or attempt to incorporate any of the Company's trade names, trademarks, service names, service marks, product names, the Company's name, or any derivative thereof, into any electronic mail address.

4.2.4—Trademarks and Copyrights

VEAYA will not allow the use of its trade names, trademarks, designs, or symbols by any person, including a VEAYA DISTRIBUTOR, without its prior, written permission. DISTRIBUTORS may not produce for sale or distribution any recorded Company events and speeches without written permission from VEAYA nor may DISTRIBUTORS reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.

The name of VEAYA GLOBAL and other names as may be adopted by VEAYA are proprietary trade names, trademarks and service marks of VEAYA. As such, these marks are of great value to VEAYA and are supplied to DISTRIBUTORS for their use only in an expressly authorized manner. Use of the VEAYA name on any item not produced by the Company is prohibited. DISTRIBUTORS may only use the VEAYA Independent artwork and logo as otherwise set forth herein.

All DISTRIBUTORS may list themselves as a "VEAYA GLOBAL DISTRIBUTOR" or "VEAYA GLOBAL Independent Business Owner" in the white or yellow pages of the telephone directory under their own name. No DISTRIBUTOR may place telephone directory display ads using VEAYA GLOBAL name or logo. DISTRIBUTORS may not answer the telephone by saying "VEAYA GLOBAL", "VEAYA GLOBAL Incorporated", or in any other manner that would lead the caller to believe that he or she has reached corporate offices of VEAYA GLOBAL.

4.2.5—Media and Media Inquiries

DISTRIBUTORS must not attempt to respond to media inquiries regarding VEAYA, its products, or their independent VEAYA business. All inquiries by any type of media must be immediately referred to VEAYA's Public Relations Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

4.2.6—Spamming and Unsolicited Faxes

Except as provided in this section, DISTRIBUTORS may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or

"spamming" relative to the operation of their VEAYA GLOBAL businesses. The terms "unsolicited faxes" and "unsolicited e-mail" mean the transmission via

telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting VEAYA, its discount buying services, its compensation plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to

any person with that person's prior express invitation or permission; or (b) to any person with whom the DISTRIBUTOR has an established business or personal relationship.

The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between an DISTRIBUTOR and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products or services offered by such DISTRIBUTOR; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

4.3—Bonus Buying Prohibited

Bonus buying is strictly and absolutely prohibited. "Bonus buying" includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an DISTRIBUTOR Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a DISTRIBUTOR or Preferred Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as DISTRIBUTORS or Preferred Customers ("phantoms"); (d) the use of a credit card by or on behalf of a DISTRIBUTOR or Preferred Customer when the DISTRIBUTOR or Preferred Customer is not the account holder of such credit card; (e) Purchasing VEAYA merchandise or services on behalf of another DISTRIBUTOR or Preferred Customer, or under another DISTRIBUTOR's or Preferred Customer's I.D. number, to qualify for commissions or bonuses.

4.4—Business Entities

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

Section 4—Operating a Veaya Business

Statement of Policies and Procedures

4.5—Changes to a VEAYA Business

4.5.1—General

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

4.5.2—Addition of Co-Applicants

When adding a co-applicant (either an individual or a business entity) to an existing VEAYA business, the Company requires a written request as well as a properly completed DISTRIBUTOR Application and Agreement containing the applicant and co-applicant's Social Security Numbers and signatures. To prevent the circumvention of Section 4.23 (regarding transfers and assignments of VEAYA business), the original applicant must remain as a party to the original

DISTRIBUTOR Application and Agreement. If the original DISTRIBUTOR wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her business in accordance with Section 4.23. If this process is not followed, the business shall be canceled upon the withdrawal of the original DISTRIBUTOR. All bonus and commission checks will be sent to the address of record of the original DISTRIBUTOR. Please note that the modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 4.5.3, below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed DISTRIBUTOR Application and Agreement. VEAYA may, at its discretion, require notarized documents before implementing any changes to a VEAYA business. Please allow thirty (30) days after the receipt of the request by VEAYA for processing.

4.5.3—Change of Sponsor

To protect the integrity of all marketing organizations and safeguard the hard work of all DISTRIBUTORS, VEAYA strongly discourages changes in sponsorship. Maintaining the integrity of sponsorship is critical for the success of every DISTRIBUTOR and marketing organization. Accordingly, the transfer of a VEAYA business from one sponsor to another is rarely permitted and must be approved in writing by VEAYA. Such approval may be granted or denied in VEAYA's sole and absolute discretion. There will be a Minimum USD $100 fee for any changes that are approved. 

4.5.4—Cancellation and Re-application

A DISTRIBUTOR may legitimately change organizations by voluntarily canceling his or her VEAYA business and remaining inactive (i.e., no sales of VEAYA products, no sponsoring, no attendance at any VEAYA functions, participation in any other form of DISTRIBUTOR activity, or operation of any other VEAYA business) for six (6) full calendar months. Following the six month period of inactivity, the former DISTRIBUTOR may reapply under a new sponsor. VEAYA will consider waiving the six month waiting period under exceptional circumstances. Such requests for waiver must be submitted to VEAYA in writing.

4.6—Unauthorized Claims and Actions

4.6.1—Indemnification

An DISTRIBUTOR is fully responsible for all of his or her verbal and written statements made regarding VEAYA's products, the VEAYA opportunity,

and the Marketing and Compensation Plan which are not expressly contained in official VEAYA materials. DISTRIBUTORS agree to indemnify VEAYA GLOBAL and VEAYA's directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by VEAYA as a result of the DISTRIBUTOR's unauthorized representations or actions. This provision shall survive the termination of the DISTRIBUTOR Agreement.

4.6.2—Product Claims

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

4.6.3—Income Claims

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

Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing.

While DISTRIBUTORS may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact VEAYA as well as the DISTRIBUTOR making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because VEAYA DISTRIBUTORS do not have the data necessary to comply with the legal requirements for making income claims, an DISTRIBUTOR, when presenting or discussing the VEAYA opportunity or Marketing and Compensation Plan to a prospective DISTRIBUTOR, may not make income projections, income claims, or disclose his or her VEAYA income (including the showing of checks, copies of checks, bank statements, or tax records). Hypothetical income examples that are used to explain the operation of the Marketing and Compensation Plan, and which are based solely on mathematical projections, may be made to prospective DISTRIBUTORS, so long as the DISTRIBUTOR who uses such hypothetical examples makes clear to the prospective DISTRIBUTOR(s) that such earnings are hypothetical and the DISTRIBUTOR provides the prospect with a copy of the most current income disclosure chart prepared by the Company. Until such time as VEAYA publishes an official income disclosure statement, DISTRIBUTORS may not use hypothetical income examples in the promotion of their VEAYA businesses.

4.7—Trade Shows, Expositions and Other Sales Forums

DISTRIBUTORS may promote the VEAYA products and the VEAYA opportunity at trade shows and professional expositions.

Before submitting a deposit to the event promoter, DISTRIBUTORS must contact the DISTRIBUTOR Services Department in writing for conditional approval, as VEAYA's policy is to authorize only one VEAYA business per event. Final approval will be granted to the first DISTRIBUTOR who submits an official advertisement of the event, a copy of the contract signed by both the DISTRIBUTOR and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the DISTRIBUTOR Services Department.

4.7—Trade Shows, Expositions and Other Sales Forums

VEAYA further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products or the VEAYA opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer's markets as these events are not conducive to the professional image VEAYA wishes to portray.

4.8—Conflicts of Interest

4.8.1—Nonsolicitation

VEAYA GLOBAL DISTRIBUTORS may participate in other multilevel or network marketing business ventures or marketing opportunities (collectively "network marketing"). However, during the term of this Agreement, DISTRIBUTORS may not recruit other VEAYA DISTRIBUTORS or Preferred Customers for any other network marketing business. Following the cancellation of the Agreement, and for a period of six months thereafter, the former DISTRIBUTOR may not recruit any VEAYA DISTRIBUTOR or Preferred Customer for another network marketing program. The term "recruit" means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another VEAYA DISTRIBUTOR or Preferred Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the DISTRIBUTOR's actions are in response to an inquiry made by another DISTRIBUTOR or Preferred Customer.

Notwithstanding the foregoing, DISTRIBUTORS may not promote the VEAYA products and services with any other products or services in a fashion that

might in any way confuse or mislead a prospective Preferred Customer or DISTRIBUTOR into believing there is a relationship between the VEAYA and non-VEAYA products or services. DISTRIBUTORS may not offer the VEAYA opportunity or services to prospective or existing Preferred Customers or DISTRIBUTORS in conjunction with any non-VEAYA program, opportunity, product or service. DISTRIBUTORS may not offer any non-VEAYA opportunity, products or services at any VEAYA-related meeting, seminar or convention, or immediately following such event.

4.8.2—Downline Activity (Genealogy) Reports

Downline Activity Reports are available for DISTRIBUTOR access and viewing at VEAYA's official website. DISTRIBUTOR access to their Downline Activity

Reports are password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to VEAYA. Downline Activity Reports are provided to DISTRIBUTORS in strictest confidence and are made available to DISTRIBUTORS for the sole purpose of assisting DISTRIBUTORS in working with their respective Downline Organizations in the development of their VEAYA business. DISTRIBUTORS should use their Downline Activity Reports to assist, motivate, and train their downline DISTRIBUTORS. The DISTRIBUTOR and VEAYA agree that, but for this agreement of confidentiality and nondisclosure, VEAYA would not provide Downline Activity Reports to the DISTRIBUTOR. A DISTRIBUTOR shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

a) Directly or indirectly disclose any information contained in any Downline Activity Report to any individual, partnership, association, corporation,

or other entity; b) Directly or indirectly disclose, to any individual, partnership, association, corporation, or other entity, the password or other access code to

his or her Downline Activity Report; c) Use the information contained in any Downline Activity Report to compete with VEAYA or for any purpose other than promoting or supporting his or her VEAYA business; or d) Recruit or solicit any DISTRIBUTOR or Preferred Customer listed on any Downline Activity Report, or in any manner attempt to influence or induce any DISTRIBUTOR or Preferred Customer, to alter their business relationship with VEAYA GLOBAL.

Upon demand by the Company, any current or former DISTRIBUTOR will return any hard-copy original and all copies of Downline Activity Reports to the

Company.

4.9—Targeting Other Direct Sellers

VEAYA does not condone DISTRIBUTORS specifically or consciously targeting the sales force of another direct sales company to promote the VEAYA discount buying services or to become DISTRIBUTORS for VEAYA, nor does VEAYA condone DISTRIBUTORS solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should DISTRIBUTORS engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against a DISTRIBUTOR alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, VEAYA will not pay any of DISTRIBUTOR's defense costs or legal fees, nor will VEAYA indemnify the DISTRIBUTOR for any judgment, award, or settlement.

4.10—Cross-Sponsoring

Actual or attempted cross sponsoring is strictly prohibited. "Cross sponsoring" is defined as the enrollment of an individual who or entity that already has a current Preferred Customer or DISTRIBUTOR Agreement on file with VEAYA, or who has had such an agreement within the preceding six calendar months, within a different line of sponsorship. The use of a spouse's or relative's name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy is prohibited. DISTRIBUTORS shall not demean, discredit or defame other VEAYA DISTRIBUTORS in an attempt to entice another DISTRIBUTOR to become part of the first DISTRIBUTOR's marketing organization. This policy shall not prohibit the transfer of a VEAYA business in accordance with Section 4.23.

If Cross Sponsoring is discovered, it must be brought to the Company's attention immediately. VEAYA may take disciplinary action against the DISTRIBUTOR that changed organizations and/or those DISTRIBUTORS who encouraged or participated in the Cross Sponsoring. VEAYA may also move all or part of the offending DISTRIBUTOR's downline, including those enrolled after a DISTRIBUTOR changed organizations in violation of this policy, to his or her original downline organization if the Company deems it equitable and feasible to do so.

However, VEAYA is under no obligation to move the Cross Sponsored DISTRIBUTOR's downline organization, and the ultimate disposition of the organization remains within the sole discretion of VEAYA.

DISTRIBUTORS waive all claims and causes of action against VEAYA arising from or relating to the disposition of the Cross Sponsored DISTRIBUTOR's downline organization.

4.11—Errors or Questions

If a DISTRIBUTOR has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the DISTRIBUTOR must notify VEAYA in writing within 60 days of the date of the purported error or incident in question. VEAYA will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.

4.12—Governmental Approval or Endorsement

Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, DISTRIBUTORS shall not represent or imply that VEAYA or its Marketing and Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.

4.13—Identification

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

4.14—Income Taxes

Each DISTRIBUTOR is responsible for paying local, state/provincial, and federal taxes on any income generated as an Independent Distributor. If a VEAYA business is tax exempt, the Federal tax identification number must be provided to VEAYA. Every year, VEAYA will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000.

4.15—Independent Contractor Status

DISTRIBUTORS are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between VEAYA and its DISTRIBUTORS does not create an employer/employee relationship, partnership, or joint venture between the Company and the DISTRIBUTOR. DISTRIBUTORS shall not be treated as an employee for his or her services or for Federal or State tax purposes. All DISTRIBUTORS are responsible for paying local, state, and federal taxes due from all compensation earned as a DISTRIBUTOR of the Company. The DISTRIBUTOR has no authority (expressed or implied), to bind the Company to any obligation. Each DISTRIBUTOR shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the DISTRIBUTOR Agreement, these Policies and Procedures, and applicable laws.

4.16—Insurance

4.16.1—Business Pursuits Coverage

You may wish to arrange insurance coverage for your business. Your homeowner's insurance policy does not cover business-related injuries,

or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected.

This can often be accomplished with a simple "Business Pursuit" endorsement attached to your present home owner's policy.

4.16.2—Product Liability Coverage

VEAYA maintains insurance to protect the Company against product liability claims. VEAYA's product liability policy does not extend coverage

to claims or actions that arise as a result of a DISTRIBUTOR's actions in marketing the products.

4.17—International Sponsoring

Veaya Global will afford every DISTRIBUTOR the equal opportunity to expand internationally in markets officially open or sanctioned by the company.  We expect all Distributors to fully comply with all local tax laws and legal requirements in all markets.

Accordingly, DISTRIBUTORS are authorized to enroll DISTRIBUTORS only in the countries in which VEAYA is authorized to conduct business, as announced in official Company literature. In addition, no DISTRIBUTOR may, in any unauthorized country: (a) conduct enrollment or training meetings; (b) enroll or attempt to enroll potential DISTRIBUTORS; or (c) conduct any other activity for the purpose of establishing a marketing organization or promoting the VEAYA opportunity.

4.18—Adherence to Laws and Ordinances

4.18.1—Local Ordinances

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

4.18.2—Compliance with Federal, State, Local Laws

DISTRIBUTORS shall comply with all federal, state, and local laws and regulations in the conduct of their businesses.

4.19—Minors

A person who is recognized as a minor in his/her state or country of residence may not be a VEAYA GLOBAL DISTRIBUTOR. DISTRIBUTORS shall not enroll or recruit minors into the VEAYA program.

4.20—One VEAYA Business per DISTRIBUTOR and Per Household

Except as provided herein, a DISTRIBUTOR may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one VEAYA business. No individual may have, operate or receive compensation from more than one VEAYA business.

Each spouse may independently enroll as a DISTRIBUTOR. Otherwise, individuals of the same family unit may not enter into or have an interest in more than one VEAYA Business. A "family unit" is defined as spouses and dependent children living at or doing business at the same address.

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

4.21—Requests for Records

Any request from a DISTRIBUTOR for copies of invoices, applications, downline activity reports, or other records will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.

4.22—Roll-up of Marketing Organization

When a vacancy occurs in a Marketing Organization due to the termination of a VEAYA business, each DISTRIBUTOR in the first level immediately below the terminated DISTRIBUTOR on the date of the cancellation will be moved to the first level ("front line") of the terminated DISTRIBUTOR's sponsor. For example, if A sponsors B, and B sponsors C1, C2, and C3, if B terminates her business, C1, C2, and C3 will "roll-up" to A and become part of A's first level.

4.23—Sale, Transfer or Assignment of VEAYA Business

Although a VEAYA GLOBAL business is a privately owned, independently operated business, the sale, transfer or assignment of a VEAYA business is subject to certain limitations. If a DISTRIBUTOR wishes to sell his or her VEAYA business, the following criteria must be met:

a) Protection of the existing line of sponsorship must always be maintained so that the VEAYA business continues to be operated in that line of sponsorship.

b) The buyer or transferee must be (or must become) a qualified VEAYA DISTRIBUTOR. If the buyer is an active VEAYA DISTRIBUTOR, he or she must first terminate his or her VEAYA business simultaneously with the purchase, transfer, assignment or acquisition of any interest in the new VEAYA business.

c) Before the sale, transfer or assignment can be finalized and approved by VEAYA, any debt obligations the selling DISTRIBUTOR has with VEAYA must be satisfied.

d) The selling DISTRIBUTOR must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a VEAYA business.

e) VEAYA must approve the sale or transfer in writing, which approval may be granted or withheld in its sole and absolute discretion. ALL sales or transfers are subject to a Minimum Fee of USD $100 

Prior to selling a VEAYA business, the selling DISTRIBUTOR must notify VEAYA in writing of his or her intent to sell the VEAYA business. Upon complete execution of the purchase and sale agreement, the parties must submit copies of the same to VEAYA for review. VEAYA reserves the right to request additional documentation that may be necessary to analyze the transaction between the buyer and seller. VEAYA will, in its sole and absolute discretion, approve or deny the sale, transfer or assignment within 30 days after its receipt of all necessary documents from the parties. If the parties fail to obtain VEAYA's approval for the transaction, the transfer shall be voidable at VEAYA's option. The purchaser of the existing VEAYA business will assume the obligations and position of the selling DISTRIBUTOR. A DISTRIBUTOR who sells his or her VEAYA business shall not be eligible to re-apply as a VEAYA DISTRIBUTOR for a period of at least six full calendar months after the date of the sale. No changes in line of sponsorship can result from the sale or transfer of a VEAYA business.

4.24—Separation of a VEAYA Business

VEAYA DISTRIBUTORS sometimes operate their VEAYA businesses as husband-wife partnerships, regular partnerships, corporations, limited liability companies or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter three entities are collectively referred to herein as "entities") may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship.

If the separating parties fail to provide for the best interests of other DISTRIBUTORS and the Company, VEAYA will involuntarily terminate the DISTRIBUTOR Agreement and roll-up their entire organization pursuant to Section

4.22.

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

a) One of the parties may, with consent of the other(s), operate the VEAYA business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize VEAYA to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

b) The parties may continue to operate the VEAYA business jointly on a "business-as-usual" basis, whereupon all compensation paid by VEAYA will be paid in the joint names of the DISTRIBUTORS or in the name of the entity to be divided as the parties may independently agree between themselves.

c) If the parties cannot mutually agree on how the business shall be allocated during the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution.

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

If a former spouse or a former entity affiliate has completely relinquished all rights in their original VEAYA business, they are thereafter free to enroll under any sponsor of their choosing, so long as they meet the waiting period requirements set forth in Section 4.5.4. In such case, however, the former spouse or partner shall have no rights to any DISTRIBUTORS or Preferred Customers in their former organization. They must develop the new business in the same manner as would any other new DISTRIBUTOR.

4.25—Sponsoring

All active DISTRIBUTORS in good standing have the right to sponsor and enroll others into VEAYA. Each prospective Preferred Customer and DISTRIBUTOR has the ultimate right to choose his or her own Sponsor. If two DISTRIBUTORS claim to be the Sponsor of the same new DISTRIBUTOR or Preferred Customer, the Company shall regard the first application received by the Company as controlling.

4.26—Stacking

"Stacking" is strictly prohibited. The term "stacking" includes: (a) the failure to transmit to VEAYA or the holding of a DISTRIBUTOR Application and

Agreement in excess of two business days after its execution; (b) the placement or manipulation of DISTRIBUTOR Applications and Agreements for the purpose of maximizing compensation pursuant to VEAYA's Marketing and Compensation Plan; or (c) providing financial assistance to new DISTRIBUTORS for the purpose of maximizing compensation pursuant to VEAYA's Marketing and Compensation Plan; (d) violating the one business per household rule; and/or (e) enrolling fictitious individuals or entities into the VEAYA compensation plan.

4.27—Succession

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

a) Execute a DISTRIBUTOR Agreement;

b) Comply with terms and provisions of the Agreement; and

C) Meet all of the qualifications for the deceased DISTRIBUTOR's status.

Bonus and commission checks of a VEAYA business transferred pursuant to this section will be paid in a single check jointly to the devisees.

The devisees must provide VEAYA with an "address of record" to which all bonus and commission checks will be sent. If the business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer Identification number. VEAYA will issue all bonus and commission checks and one 1099 to the business entity.

4.27.1—Transfer Upon Death of a DISTRIBUTOR

To effect a testamentary transfer of a VEAYA business, the successor must provide the following to VEAYA: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor's right to the VEAYA business; and (3) a completed and executed DISTRIBUTOR Agreement.

4.27.2—Transfer Upon Incapacitation of a DISTRIBUTOR

To affect a transfer of a VEAYA business because of incapacity, the successor must provide the following to VEAYA: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee's right to administer the VEAYA business; and (3) a completed DISTRIBUTOR Agreement executed by the trustee.

4.28—Telemarketing

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

Therefore, DISTRIBUTORS must not engage in telemarketing relative to the operation of their VEAYA businesses. The term "telemarketing" means the placing of one or more telephone calls to an individual or entity to induce the purchase of a VEAYA product or service, or to recruit them for the VEAYA opportunity. "Cold calls" made to prospective Club or DISTRIBUTORS that promote either VEAYA's products or services or the VEAYA opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective Preferred Customer or DISTRIBUTOR (a "prospect") is permissible under the following situations:

a) If the DISTRIBUTOR has an established business relationship with the prospect. An "established business relationship" is a relationship between an DISTRIBUTOR and a prospect based on the prospect's purchase, rental, or lease of goods or services from the DISTRIBUTOR, or a financial transaction between the prospect and the DISTRIBUTOR, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.

b) The prospect's personal inquiry or application regarding a product or service offered by the DISTRIBUTOR, within the three (3) months immediately preceding the date of such a call.

c) If the DISTRIBUTOR receives written and signed permission from the prospect authorizing the DISTRIBUTOR to call. The authorization must specify the telephone number(s) which the DISTRIBUTOR is authorized to call.

d) You may call family members, personal friends, and acquaintances. An "acquaintance" is someone with whom you have at least a recent firsthand relationship (i.e., you have recently personally met him or her). Bear in mind, however, that if you make a habit of "card collecting" with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling "acquaintances," you must make such calls on an occasional basis only and not make this a routine practice.

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

Section 5—Responsibilites of DISTRIBUTORS

5.1—Change of Address or Telephone

To ensure timely delivery of products, support materials, and commission checks, it is critically important that the VEAYA's files are current. Street addresses are required for shipping since UPS cannot deliver to a post office box. DISTRIBUTORS planning to move should [update their personal information

via the Back Office function of the DISTRIBUTOR's replicated VEAYA website. To guarantee proper delivery, two weeks advance notice must be provided to VEAYA on all changes.

5.2—Continuing Development Obligations

5.2.1—Ongoing Training

Any DISTRIBUTOR who sponsors another DISTRIBUTOR into VEAYA must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her VEAYA business. DISTRIBUTORS must have ongoing contact and communication with the DISTRIBUTORS in their Downline Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline DISTRIBUTORS to VEAYA meetings, training sessions, and other functions.

Upline DISTRIBUTORS are also responsible to motivate and train new DISTRIBUTORS in VEAYA product knowledge, effective sales techniques, the VEAYA Marketing and Compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline DISTRIBUTORS must not, however, violate Section 4.2 (regarding the development of DISTRIBUTOR-produced sales aids and promotional materials).

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

5.2.2—Increased Training Responsibilities

As DISTRIBUTORS progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the VEAYA program. They will be called upon to share this knowledge with lesser experienced DISTRIBUTORS within their organization.

5.2.3—Ongoing Sales Responsibilities

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

5.3—Nondisparagement

VEAYA wants to provide its independent DISTRIBUTORS with the best discount buying program, compensation plan, and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to VEAYA. Remember, to best serve you, we must hear from you! While VEAYA welcomes constructive input, negative comments and remarks made in the field by DISTRIBUTORS about the Company, its discount buying services, or compensation plan serve no purpose other than to sour the enthusiasm of other VEAYA DISTRIBUTORS. For this reason, and to set the proper example for their downline, DISTRIBUTORS must not disparage, demean, or make negative remarks about VEAYA, other VEAYA DISTRIBUTORS, VEAYA's discount buying services, the Marketing and Compensation plan, or VEAYA's directors, officers, or employees.

5.4—Providing Documentation to Applicants DISTRIBUTORS must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become DISTRIBUTORS before the applicant signs an DISTRIBUTOR Agreement. Additional copies of Policies and Procedures can be acquired from VEAYA GLOBAL.

5.5—Reporting Policy Violations

DISTRIBUTORS observing a Policy violation by another DISTRIBUTOR should submit a written report of the violation directly to the attention of the VEAYA Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.

Section 6—Sales Requirements

6.1—Preferred Customer Sales

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

a) DISTRIBUTORS must satisfy the Personal Sales Volume and Group Sales Volume requirements to fulfill the requirements associated with their rank as specified in the VEAYA Marketing and Compensation Plan. "Personal Sales Volume" includes purchases made by the DISTRIBUTOR and purchases made by the DISTRIBUTOR's personally enrolled Preferred Customers. Group Sales Volume shall include the total Sales Volume of all DISTRIBUTORS in his or her marketing organization, but shall not include the DISTRIBUTOR's Personal Sales Volume.

b) At least 70% of a DISTRIBUTOR's total monthly personal sales volume must be sold to his or her personally enrolled Preferred Customers.

c) DISTRIBUTORS must develop or maintain Preferred Customers every month.

6.2—No Territory Restrictions

There are no exclusive territories granted to anyone. No franchise fees are required.

Section 7—Bonuses and Commissions

7.1—Bonus and Commission Qualifications

A DISTRIBUTOR must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a DISTRIBUTOR complies with the terms of the Agreement, VEAYA shall pay commissions to such DISTRIBUTOR in accordance with the Marketing and Compensation plan. Bonus and commission payment will be made either by Electronic Funds Transfer ("EFT") to the DISTRIBUTOR's bank account or by check, depending upon the method selected by the DISTRIBUTOR at enrollment. There is a $5.00 processing fee for each check issued to a DISTRIBUTOR.

The minimum amount for which VEAYA will make an EFT payment to a DISTRIBUTOR is $10.00. If a DISTRIBUTOR's bonuses and commissions do not equal or exceed $10.00, the Company will accrue the bonuses and commissions until they total at least $10.00. The minimum amount for which VEAYA will issue a check is $20.00. If a DISTRIBUTOR's bonuses and commissions do not equal or exceed $25.00, the Company will accrue the commissions and bonuses until they total at least $25.00.

7.2—Adjustment to Bonuses and Commissions

7.2.1—Adjustments for Returned Products

DISTRIBUTORS receive bonuses and commissions based on the actual sales of products and services to end consumers. When a product is returned to VEAYA or a VEAYA vendor for a refund or buy-back, the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the DISTRIBUTORS who received bonuses and commissions on the sales of the refunded products.

7.2.2—Adjustments for Cancelled Preferred Customers

If a Preferred Customer returns any products, the bonuses and commissions attributable to the cancelled Retail order will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the bonuses and commissions are recovered from the DISTRIBUTORS who received bonuses and commissions on the sale of the cancelled Retail product.

7.2.3—Other Deductions

VEAYA will deduct from all bonus and commission checks issued to a DISTRIBUTOR a check processing fee of $5.00.

7.3—Unclaimed Commissions and Credits

DISTRIBUTORS must deposit or cash commission and bonus checks within six months from their date of issuance. A check that remains uncashed after six months will be void. After a check has been voided, VEAYA will attempt to notify a DISTRIBUTOR who has an uncashed check by sending a monthly written notice to his or her last known address identifying the amount of the check and advising that the DISTRIBUTOR can request that the check be reissued.

There shall be a $15.00 charge for reissuing a check, and a $10.00 fee for each notice that is sent to the DISTRIBUTOR. These charges shall be deducted from the balance owed to the DISTRIBUTOR. Preferred Customers and DISTRIBUTORS who have a credit on account must use their credit within six months from the date on which the credit was issued. If credits have not been used within six months, VEAYA shall attempt to notify the DISTRIBUTOR or Preferred Customer on a monthly basis, by sending written notice to the last known address, advising the DISTRIBUTOR or Preferred Customer of the credit. There shall be a $10.00 charge for each attempted notification. This charge shall be deducted from the DISTRIBUTOR's or Preferred Customer's credit on account.

7.4—Reports

All information provided by VEAYA in any report, including but not limited to personal and group sales volume (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including the inherent possibility of human

and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; cancelled memberships, returned products; credit card and electronic check charge-backs; the information is not guaranteed by VEAYA or any persons creating or transmitting the information. ALL REPORTED INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, VEAYA AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY DISTRIBUTOR OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND

DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF VEAYA OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, VEAYA OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

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

Section 8—Product Guarantees, Returns and Inventory Repurchase

8.1—Product Guarantees

8.1.1—Returns by Preferred Customers

VEAYA offers Preferred Customers an unconditional 30-day money-back guarantee on products purchased through VEAYA. If, for any reason, a Preferred Customer is dissatisfied with any product purchased from VEAYA, he or she may return that product to the Company within 30 days, for a replacement, exchange or a full refund of the purchase price (less shipping). No returns will be accepted more than 30 days after purchase unless defective as determined by the Company.

8.1.2—Returns by DISTRIBUTORS (Products Purchased for Personal Use)

If a DISTRIBUTOR is unsatisfied with any product purchased from VEAYA for personal use, the Company offers a 100% 30-day money-back guarantee

(less shipping). If a DISTRIBUTOR wishes to return merchandise exceeding $250.00, in any 12 month period, the return will be deemed an inventory

Repurchase and the Company shall repurchase the inventory pursuant to the terms of Section 8.3, and the DISTRIBUTOR's Agreement shall be canceled.

8.2—Return of Inventory and Sales Aids by DISTRIBUTORS upon cancellation of a DISTRIBUTOR's Agreement, the DISTRIBUTOR may return inventory and sales aids for a refund if he or she is unable to sell or use the merchandise. A DISTRIBUTOR may only return products and sales aids purchased by him or her that are in resalable condition. Upon receipt of resalable products and sales aids, the DISTRIBUTOR will be reimbursed 90% of the net cost of the original purchase price(s), less shipping and handling charges. If the purchases were made through a credit card, the refund will be credited back to the same account. The Company shall deduct from the reimbursement paid to the DISTRIBUTOR any commissions, bonuses, rebates or other incentives received by the DISTRIBUTOR which were associated with the merchandise that is returned.

8.3—Montana Residents

A Montana resident may cancel his or her DISTRIBUTOR Agreement within 15 days from the date of enrollment and receive a full refund of all fees paid to become a DISTRIBUTOR.

8.4—Procedures for All Returns

The following procedures apply to all returns for refund, repurchase, or exchange:

a) All merchandise must be returned by the DISTRIBUTOR or Preferred Customer who purchased it directly from VEAYA.

b) All products to be returned must have a Return Authorization Number which is obtained by calling the Member Services Department. This

Return Authorization Number must be written on each carton returned.

c) The return is accompanied by:

i. a completed and signed Consumer Return Form;

ii. a copy of the original dated retail sales receipt or invoice; and

iii. the unused portion of the product in its original container.

d) Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to VEAYA shipping pre-paid. VEAYA does not accept shipping collect packages. The risk of loss in shipping for returned product shall be on the Member returning the product. If returned product is not received by the Company's Distribution Center, it is the responsibility of the Member to trace the shipment.

e) If a DISTRIBUTOR is returning merchandise to VEAYA that was returned to him or her by a Preferred Customer, the product must be received by VEAYA within ten (10) days from the date on which the Preferred Customer returned the merchandise to the DISTRIBUTOR.

No refund or replacement of product will be made if the conditions of these rules are not met.

 

Section 9—Dispute Resolution and Disciplinary Proceedings

 

9.1—Disciplinary Sanctions

Violation of the Agreement, these Policies and Procedures, or any illegal, fraudulent, deceptive or unethical business conduct by a DISTRIBUTOR may result, at VEAYA's discretion, in one or more of the following corrective measures:

a) Issuance of a written warning or admonition;

b) Requiring the DISTRIBUTOR to take immediate corrective measures;

c) Imposition of a fine, which may be withheld from bonus and commission checks;

d) Loss of rights to one or more bonus and commission checks;

e) VEAYA may withhold from a DISTRIBUTOR all or part of the DISTRIBUTOR's bonuses and commissions during the period that VEAYA is investigating any conduct allegedly violative of the Agreement. If a DISTRIBUTOR's business is canceled for disciplinary reasons, the DISTRIBUTOR will not be entitled to recover any commissions withheld during the investigation period;

f) Suspension of the individual's DISTRIBUTOR Agreement for one or more pay periods;

g) Involuntary termination of the offender's DISTRIBUTOR Agreement;

h) Any other measure expressly allowed within any provision of the Agreement or which VEAYA deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the DISTRIBUTOR's policy violation or contractual breach;

i) In situations deemed appropriate by VEAYA, the Company may institute legal proceedings for monetary and/or equitable relief.

9.2—Grievances and Complaints

When a DISTRIBUTOR has a grievance or complaint with another DISTRIBUTOR regarding any practice or conduct in relationship to their respective VEAYA businesses, the complaining DISTRIBUTOR should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party's upline sponsor. If the matter cannot be resolved, it must be reported in writing to the DISTRIBUTOR Services Department at the Company. The DISTRIBUTOR Services Department will review the facts and attempt to resolve it. If it is not resolved, it will be referred to the Dispute Resolution Board for final review and determination.

9.3—Dispute Resolution Board

The Dispute Resolution Board reviews evidence, deliberates, and responds to current outstanding issues on a collective basis. The purpose of the Dispute Resolution Board ("DRB") is to: (1) review appeals of disciplinary sanctions; and (2) review matters between VEAYA DISTRIBUTORS that have not been resolved following referral to the DISTRIBUTOR Services Department.

A DISTRIBUTOR may submit a written request for a telephonic or in-person hearing within 15 business days from the date of: (1) the written notice by VEAYA of a disciplinary sanction; or (2) the written decision of DISTRIBUTOR Services regarding disputes between DISTRIBUTORS. All communication with VEAYA and the DISTRIBUTOR(s) seeking resolution of a dispute must be in writing. It is within the DRB's discretion whether a claim is accepted for review. If the DRB agrees to review the matter, it shall schedule a hearing within 60 days of receipt of the DISTRIBUTOR's written request. All evidence (e.g., documents, exhibits, etc.) that a DISTRIBUTOR desires to have considered by the DRB must be submitted to VEAYA no later than seven business days before the date of the hearing. The DISTRIBUTOR shall bear all of the expenses related to his or her attendance and the attendance of any witnesses he or she desires to be present at the hearing. The decision of the DRB will be final and subject to no further review, except as provided in Section 9.4 below. During the pendency of the claim before the DRB, the DISTRIBUTOR waives his or her right to pursue arbitration or any other remedy.

Following issuance of a disciplinary sanction, the disciplined DISTRIBUTOR may appeal the sanction to the DRB. The DISTRIBUTOR's appeal must be in writing and received by the Company within 15 days from the date of VEAYA's notice of the disciplinary sanction. If the appeal is not received by VEAYA within the seven-day period, the sanction will be final. The DISTRIBUTOR must submit all supporting documentation with his or her appeal correspondence. If the DISTRIBUTOR files a timely appeal of a disciplinary sanction, the DRB will review and reconsider the sanction, consider any other appropriate action, and notify the DISTRIBUTOR in writing of its decision.

9.4—Arbitration

Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. DISTRIBUTORS waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Utah County, Utah, unless the laws of the state in which a DISTRIBUTOR resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel which the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own -- costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement. Nothing in these Policies and Procedures shall prevent VEAYA from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect VEAYA's interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

9.5—Governing Law, Jurisdiction and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside in Utah County, State of Utah unless the laws of the state in which a DISTRIBUTOR resides expressly require the application of its laws. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Utah shall govern all other matters relating to or arising from the Agreement unless the laws of the state in which a DISTRIBUTOR resides expressly require the application of its laws.

9.5.1—Louisiana Residents

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

Section 10—Ordering, Shipping and Payment

10.1—Preferred Customers

DISTRIBUTORS are encouraged to promote VEAYA's products and services to customers. Preferred Customers can access the VEAYA website and purchase a wide variety of products at VEAYA's discounted prices.

10.1—Preferred Customers

DISTRIBUTORS may also be Preferred Customers, but they are not required to. The Personal Sales Volume associated with product purchases made by

Preferred Customers is attributed to the DISTRIBUTOR who enrolled the Preferred Customer, except that the Personal Sales Volume associated with products purchased by a Preferred Customer who is also a DISTRIBUTOR is attributed that Club/DISTRIBUTOR.

10.2—Purchasing Products

Each DISTRIBUTOR should purchase his or her products directly from VEAYA. If a DISTRIBUTOR purchases products from another DISTRIBUTOR or any other source, the purchasing DISTRIBUTOR will not receive the personal sales volume that is associated with that purchase.

10.3—General Order Policies

On mail orders with invalid or incorrect payment, VEAYA will attempt to contact the DISTRIBUTOR by phone, and/or mail to try to obtain another payment. If these attempts are unsuccessful after five working days the order will be returned unprocessed. No C.O.D. orders will be accepted. VEAYA maintains no minimum order requirements. Orders for products and sales aids may be combined.

10.4—Shipping and Back Order Policy

VEAYA will normally ship products within 10 days from the date on which it receives an order. VEAYA will expeditiously ship any part of an order currently in stock. If, however, an ordered item is out-of-stock, it will be placed on back order and sent when VEAYA receives additional inventory. DISTRIBUTORS will be charged and given Personal Sales Volume on back ordered items unless notified on the invoice that the product has been discontinued. VEAYA will notify DISTRIBUTORS and Preferred Customers if items are back-ordered and are not expected to ship within 30 days from the date of the order. An estimated shipping date will also be provided. Back ordered items may be canceled upon a Preferred Customer's or DISTRIBUTOR's request. Preferred Customers and DISTRIBUTORS may request a refund, credit on account, or replacement merchandise for canceled back orders. If a refund is requested, the DISTRIBUTOR's Personal Sales Volume will be decreased by the amount of the refund in the month in which the refund is issued.

10.5—Confirmation of Order

A DISTRIBUTOR and/or recipient of an order must confirm that the product received matches the product listed on the shipping invoice, and is free of damage. Failure to notify VEAYA of any shipping discrepancy or damage within thirty days of shipment will cancel a DISTRIBUTOR's right to request a correction.

10.6—Returned Checks

All checks returned by a DISTRIBUTOR's bank for insufficient funds will be re-submitted for payment. A $25.00 returned check fee will be charged to the account of the DISTRIBUTOR. After receiving a returned check from a Preferred Customer or a DISTRIBUTOR, all future orders must be paid by Credit Card, money order or cashier's check. Any outstanding balance owed to VEAYA by a DISTRIBUTOR for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks.

10. 7—Restrictions on Third Party Use of Credit Cards and Checking Account Access

A DISTRIBUTOR shall not permit other DISTRIBUTORS or Preferred Customers to use his or her credit card, or permit debits to his or her checking accounts, to enroll or to make purchases from the Company.

10.8—Sales Taxes

In designing the VEAYA opportunity, one of our guiding philosophies has been to free DISTRIBUTORS from as many administrative, operational, and logistical tasks as possible. In doing so, DISTRIBUTORS are free to concentrate on those activities that directly affect their incomes, namely membership sales, product sales, and enrollment activities. To these ends, VEAYA relieves DISTRIBUTORS of the burdens of collecting and remitting sales taxes, filing sales tax reports, and keeping records relative to sales taxes.

By virtue of its business operations, VEAYA is required to charge sales taxes on all purchases made by Preferred Customers and DISTRIBUTORS, and remit the taxes charged to the respective states. If a DISTRIBUTOR has submitted, and VEAYA has accepted, a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the DISTRIBUTOR. Exemption from the payment of sales tax is applicable only to orders which are shipped to a state or province for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop-shipped to another state/province. Any sales tax exemption accepted by VEAYA is not retroactive.

Section 11—Inactivity and Cancellation

11.1—Effect of Cancellation

So long as a DISTRIBUTOR remains active and complies with the terms of the DISTRIBUTOR Agreement and these Policies and Procedures, VEAYA shall pay commissions to such DISTRIBUTOR in accordance with the Marketing and Compensation Plan. A DISTRIBUTOR's bonuses and commissions constitute the entire consideration for the DISTRIBUTOR's efforts in generating sales and all activities related to generating sales (including building a downline organization). Following an DISTRIBUTOR's non-renewal of his or her DISTRIBUTOR Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her DISTRIBUTOR Agreement (all of these methods are collectively referred to as "cancellation"), the former DISTRIBUTOR shall have no right, title, claim or interest to the marketing organization which he or she operated, or any commission or bonus from the sales generated by the organization.

A DISTRIBUTOR whose business is cancelled will permanently lose all rights as a DISTRIBUTOR. This includes the right to sell VEAYA products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the DISTRIBUTOR's former downline sales organization. In the event of cancellation, DISTRIBUTORS agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former downline organization. Following an DISTRIBUTOR's cancellation of his or her DISTRIBUTOR Agreement, the former DISTRIBUTOR shall not hold himself or herself out as a VEAYA DISTRIBUTOR and shall not have the right to sell VEAYA products or services. A DISTRIBUTOR whose DISTRIBUTOR Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

11.2—Cancellation Due to Inactivity

It is the DISTRIBUTOR's responsibility to lead his or her marketing organization with the proper example in personal production of sales to end consumers. Without this proper example and leadership, the DISTRIBUTOR will lose his or her right to receive commissions from sales generated through his or her marketing organization.

11.2.1—Insufficient Personal Volume to Maintain Active Requirement

DISTRIBUTORS who personally generate less than 100 in Personal Volume for any pay period will not receive a commission for the sales generated through their marketing organization for that pay period. If a DISTRIBUTOR has not fulfilled his or her Personal Volume for a period of 90 days OR for any three months prior to a renewal date (and thus become "inactive"), his or her DISTRIBUTOR Agreement may be canceled or suspended for inactivity. All acounts that are cancelled or terminated immediatly become property of Veaya Global. 

11.2.2—Failure to Maintain a Personally Sponsored DISTRIBUTOR

If a DISTRIBUTOR does not have at least one personally sponsored active DISTRIBUTOR in his or her downline sales organization for six consecutive months, his or her DISTRIBUTOR Agreement may be cancelled for inactivity.

11.3—Involuntary Cancellation

A DISTRIBUTOR's violation of any of the terms of the Agreement, including any amendments that may be made by VEAYA in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancellation of his or her DISTRIBUTOR Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, to the DISTRIBUTOR's last known address (or fax number), or to his/her attorney, or when the DISTRIBUTOR receives actual notice of cancellation, whichever occurs first.

11.4—Voluntary Cancellation

A participant in this network marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the DISTRIBUTOR's signature, printed name, address, and DISTRIBUTOR I.D. Number. If a DISTRIBUTOR also has a Preferred Customer, the Preferred Customer Agreement shall continue in force unless the former DISTRIBUTOR also specifically requests that his or her Preferred Customership also be canceled.

11.5—Non-renewal

A DISTRIBUTOR may also voluntarily cancel his or her DISTRIBUTOR Agreement by failing to renew the Agreement on its anniversary date. If the former DISTRIBUTOR also has a Preferred Customer, the Preferred Customership Agreement shall continue in force unless the former DISTRIBUTOR specifically requests that his or her Preferred Customership also be canceled. The Company may also elect not to renew a DISTRIBUTOR's Agreement upon its anniversary date.

Section 12—Definitions

Active DISTRIBUTOR — A DISTRIBUTOR who satisfies the minimum Personal Sales Volume requirements, as set forth in the VEAYA Marketing and Compensation Plan, to ensure that he or she is eligible to receive bonuses and commissions.

Active Preferred Customer — A Preferred Customer who has purchased VEAYA products or services within the last six months.

See the definition of "Preferred Customer" below.

Active Rank — the term "active rank" refers to the current rank of a DISTRIBUTOR, as determined by the VEAYA Marketing and Compensation Plan, for any calendar month. To be considered "active" relative to a particular rank, a DISTRIBUTOR must meet the criteria set forth in the VEAYA Marketing and Compensation Plan for his or her respective rank. (See the definition of "Rank" below.)

Agreement - The contract between the Company and each DISTRIBUTOR includes the DISTRIBUTOR Application and Agreement, the VEAYA Policies and Procedures, the VEAYA Marketing and Compensation Plan, and the Business Entity Registration Form (where appropriate), all in their current form and as amended by VEAYA in its sole discretion. These documents are collectively referred to as the "Agreement."

Cancel — the termination of a DISTRIBUTOR's business. Cancellation may be either voluntary, involuntary, through non-renewal or inactivity.

Preferred Customer — A customer, including a Preferred Customer, who purchases products directly from VEAYA, but who is not also a DISTRIBUTOR.

Preferred Customer – A customer that has paid a current Preferred Customer membership fee.

Commissionable Products/Services — All VEAYA products and services on which commissions and bonuses are paid. Starter Kits and sales aids are not commissionable products.

Company — the term "Company" as it is used throughout the Agreement means VEAYA GLOBAL or VEAYA.

Downline — See "Marketing Organization" below.

Downline Activity Report — a monthly report generated by VEAYA that provides critical data relating to the identities of DISTRIBUTORS, sales information, and enrollment activity of each DISTRIBUTOR's Marketing Organization. This report contains confidential and trade secret information which is proprietary to VEAYA.

Downline Leg — each one of the individuals enrolled immediately underneath you and their respective marketing organizations represent one "leg" in your marketing organization.

End Consumer — a Preferred Customer who purchases products through VEAYA for personal use rather than for resale to someone else.

Immediate Household — Heads of household and dependent family members residing in the same house.

Level — the layers of downline DISTRIBUTORS in a particular DISTRIBUTOR's Marketing Organization. This term refers to the relationship of a DISTRIBUTOR relative to a particular upline DISTRIBUTOR, determined by the number of DISTRIBUTORS between them who are related by sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A's fourth level.

Marketing Organization — The Preferred Customers and DISTRIBUTORS sponsored below a particular DISTRIBUTOR.

Official VEAYA Material — Literature, audio or video tapes, and other materials developed, printed, published and distributed by VEAYA to DISTRIBUTORS.

Personal Production — Moving product to an end consumer for personal use.

Personal Sales Volume (PSV) — the commissionable value of services and products sold in a calendar month: (1) by the Company to a DISTRIBUTOR; and (2) by the Company to the DISTRIBUTOR's personally enrolled Preferred Customers.

Rank — the "title" that a DISTRIBUTOR has achieved pursuant to the VEAYA Marketing and Compensation Plan.

Recruit — for purposes of VEAYA's Conflict of Interest Policy (Section 4.8), the term "recruit" means actual or attempted solicitation, enrollment,

encouragement, or effort to influence in any other way, either directly or through a third party, another VEAYA DISTRIBUTOR or Preferred Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the DISTRIBUTOR's actions are in response to an inquiry made by another DISTRIBUTOR or Preferred Customer.

Resalable — Products and sales aids shall be deemed "resalable" if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) the product and packaging are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) products are returned to VEAYA within one year from the date of purchase; 5) the product expiration date (if any) has not elapsed; and 6) the product contains current VEAYA labeling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.

Roll-Up — the method by which a vacancy in a Marketing Organization left by an DISTRIBUTOR whose DISTRIBUTOR Agreement has been canceled is filled.

Sponsor — A DISTRIBUTOR who enrolls a Preferred Customer or another DISTRIBUTOR into the Company, and is listed as the Sponsor on the Preferred Customer

Agreement or the DISTRIBUTOR Application and Agreement - The act of enrolling others and training them to become DISTRIBUTORS is called "sponsoring."

Starter Kit — a selection of VEAYA training materials and business support literature that each new DISTRIBUTOR is required to purchase. The Starter Kit is sold to DISTRIBUTORS at the Company's cost.

Upline — this term refers to the DISTRIBUTOR or DISTRIBUTORS above a particular DISTRIBUTOR in a sponsorship line up to the Company. Conversely stated, it is the line of sponsors that links any particular DISTRIBUTOR to the Company.

Wholesale Price (Wholesale) — the price of the products and or services that is paid to the Company by DISTRIBUTORS. The wholesale price is also called DISTRIBUTOR Cost. All commissions and bonuses are paid on the wholesale value of VEAYA products or services.