/// VBO Rule of Conduct


  1. Introduction

The Rules of Conduct (“Rules”) form an important part of the contract between Veurinse International Pvt. Ltd. (the “Veurinse”) and the VBO (the “VBO Contract”). The Rules have been carefully developed in accordance to the guidelines of various directing selling business associations and statuary bodies, And have been implemented following notice toVBOs and review of their comments.

VBOs own and operate their own Independent Businesses (“IBs”). Veurinse recognizes the value of the contributions that VBOs who have achieved business goals can make to the development of other VBOs whom they sponsor and support under the Rules. As VBOs develop into established leaders, they play an increasingly important role in mentoring, teaching and training other VBOs about the Veurinse business. Among other things, the Rules are designed to ensure that all VBOs have the support that they need to continue to develop their Business with Veurinse.

Under the VBO Contract, VBOs receive substantial benefits, including: the right to purchase products through Veurinse at VBO cost for resale; the right to sponsor others to become VBOs and sell products offered at www.Veurinse.com; the right to qualify for bonuses under the VeurinseVBO Compensation Plan (“Plan”); use of Veurinse’s intellectual property in accordance with the Rules; and a variety of support for VBOs and their Customers. As part of its commitment to support the opportunity made available to VBOs, Veurinse invests substantial resources in goodwill, in the Line of Sponsorship (“LOS”) and in LOS Information to provide Veurinse and VBOs with a competitive advantage. All VBOs and Veurinse share a competitive business interest in maintaining and protecting these assets and interests. The Rules provide important safeguards for VBOs and Veurinse in this regard, as well as contractual rights and obligations.

1.1. Contractual Relationship: VeurinseInternational Pvt. Ltd. (the “Veurinse”) has a contract with each VBO that includes all of the terms in the VBO Registration Agreement form executed by the VBO, the renewal form(s) executed or authorized by the VBO, the Plan and the Rules in effect at the time the VBO executed the VBO Registration Agreement, and any Entity Agreement for Independent Business Owners (VBOs) (“Entity Agreement”) or modifications to the Plan or Rules that become effective during the term of the contract (the “VBO Contract”). The current version of the Plan and Rules can be found at www.Veurinse.com.

As part of the VBO Contract, VBOs have an obligation to comply with the Rules.

1.2. Choice of Law: The VBO agreement and all questions of its interpretation shall be in accordance with thelaws of the Republic of India, without regard to its principles of conflicts of laws. The VBO agreement is civil in nature and hence, it is to be governed and construed in accordance with the Indian Contract Act, 1872. and the Code of Civil Procedure and other applicable laws of India.

1.3. Severability: If an arbitrator or court of competent jurisdiction determines any portion of the Rules of Conduct is unenforceable in any respect, then it shall enforce the rest of the Rules of Conduct to the fullest extent permitted by law without affecting the enforceability of all remaining Rules of Conduct.

 

  1. Definitions

2.1. VeurinseVBO Compensation Plan (or Plan) means the business arrangement through which VBOs receive certain income or other compensation as described in the Business Plan Guide.

2.2. Copyrighted Works means works protectable by copyrights that are owned by, created by or licensed to Veurinse.

2.3. Customer means a non-VBO who is an end user of products and services offered through or by Veurinse.

2.4. Independent Business (IB) means aVeurinse independent business operated by aVBO(s) pursuant to the VBO Contract.

2.5. Veurinse Business Owner (VBO) means an individual(s) or entity operating an Business pursuant to the VBO Contract.

2.6.TreeofSponsorship(TOS)meansthestructuralarrangementof VBOs establishedbythecontractualrelationshipthat each VBOhas withVeurinse.

2.7. TOS Information includesallinformationthatdisclosesor relatestoallorpartof theTreeofSponsorship,includingbutnotlimitedto VBO numbersandotherVBObusinessidentificationdata. VBO personalcontactinformation, VBObusinessperformance information.Andall informationgeneratedorderivedtherefrom,initspast,presentor future forms.

2.8. Marksmeanthe trademarks, servicemarks, tradedressand tradenamesadoptedorusedbyVeurinseand/orotherwisethesubjectofpendingorexistingtrademarkrights owned byorlicensedtoVeurinse, regardlessofwhetherthetrademarks, service marks, trade dressor tradenamesarethesubjectoftrademarkapplicationsorregistrations.

2.9 Prospectmeansaprospective VBO.

2.10.Region meansthe Indiaand UnionTerritoriesoperatingunderthePlan.

2.11.Usemeans:(a)withreferencetoMarks, Directlyorindirectlyplacing, affixingor displaying one ormoreMarks on orin connectionwithgoods or services, ina mannerthat tendstocreatetheimpressionofanaffiliation, connection, orassociationbetween Veurinse andtheVBO orApprovedProvider;and(b)withreferenceto CopyrightedWorks, to reproduce,distributeand/ordisplaycopiesoftheCopyrightedWorks, in wholeorin part, includingbymeansofdigitalaudiotransmissions, andtocreateanyderivativeworks.

  1. Becoming an VBO

3.1. Registration Agreement: To become an authorized VBO capable of merchandising products and services offered through or by Veurinse and registering other VBOs, an applicant must be 18 years of age, complete and sign the VBO Registration Agreement, and pay the Business Services and Support fee specified in the VBO Registration Agreement. AVBO Registration Agreement may be completed and signed in one of the following ways: (a) the applicant may complete, sign and submit an electronic version of the VBO Registration Agreement in accordance with the procedures on the Veurinse website; or (b) the applicant may complete, sign and return a paper version of the VBO Registration Agreement.

3.2. Acceptance or Rejection of VBO Registration Agreement: Veurinse reserves the right to accept or reject any VBO Registration Agreement. A registration shall be considered accepted by Veurinse when it receives a completed and signed VBO Registration Agreement in accordance with Rule 3.1its contents are verified with Veurinse’s VBO records database, and the registration does not violate any Rule of Conduct. Pending receipt of a completed, signed VBO Registration Agreement, Veurinse may temporarily authorize aVBO to conduct business subject to the Rules of Conduct for up to 60 days.

3.3. Legal Entities as VBOs: IBs shall be formed initially by and in the name(s) of the individual applicant(s). After receiving an VBO number, an VBO who wishes to operate his/her IB as a corporation, limited liability company (LLC), formal partnership, limited partnership, limited liability partnership (LLP) or trust must complete the appropriate Entity Agreement for Veurinse Business Owners (VBOs) and submit it to Veurinse, which may accept or reject it.

3.4. Husband, Wife, Dependable children and ParentsVBOs: If in a family Husband, wife, and their parents and dependable children wish to become VBOs they must register together under the same leg, in the same tree of sponsorship. In case if it is found that the family is operating under different legs and different tree of sponsorship; then following action will be taken: (a) All VBOs of the family will be shifted under the Tree of Oldest VBO in family. (b) Only one VBO that is the lowest earning VBO may be allowed to continue business, Other VBOs may be blocked.

3.5. Term: The term of the VBO Contract shall remain valid and continue to remain in full force unlessterminated earlier by either Party withorwithoutcauseasgiven hereinbelowin Clause 3.9

3.9. VBO Contract Termination: AVBO may terminate his or her VBO Contract at any time prior to expiration by written communication to the Veurinse Business Conduct and Rules Department. A person who terminates his or her VBO Contract will not be able to access services of Veurinse Business or any discount on Veurinse Products.

3.10. Death and Inheritance: An IB can be passed on to a deceased VBO’s spouse, heirs, or other beneficiary.

3.10.1. In cases where the IB is owned jointly, such as a husband and wife or partnership, and one spouse or partner dies, unless they have previously arranged otherwise, Veurinse will recognize the surviving spouse or partner(s) as the owner(s) of the IB. The survivor(s) must forward a certified copy of the death certificate in order for Veurinse to change its records.

3.10.2. In cases where the IB is operated as an entity under Rule 3.3, and one of the owners of the entity dies, the entity will continue to operate the IB, provided the entity remains in compliance with Rule 3.3 and the successor of the deceased owner is aVBO in full compliance with the Rules. The entity shall notify Veurinse of the change in ownership or control of the entity by submitting the currently applicable Entity Agreement reflecting the proposed changes, and any proposed changes in the ownership or control of the entity require the express approval of Veurinse in writing.

3.10.3. In cases where aVBO disposes of an IB in a will, Veurinse will recognize the terms of the transfer, provided the beneficiary is aVBO who is in compliance with the Rules.

3.10.4. If there is no qualified VBO in a position to operate an IB due to probate or other court procedures, Veurinse will have the option of entering into a servicing agreement with another VBO, preferably up line in the LOS, to manage the IB until the proceedings are complete.

  1. Responsibilities and Obligations

4.1. Duty of Good Faith: Under the terms of the VBO Contract, Veurinse and all VBOs agree to perform their obligations in accordance with the duty of good faith and fair dealing. AVBO will be held accountable for the actions of a partner, family member or third party acting or purporting to act on behalf of the VBO or IB, so far as the Rules of Conduct are concerned. AVBO shall not aid and abet another VBO to violate the Rules of Conduct. VBOs shall not conduct any activity that could jeopardize the reputation of Veurinse or VBOs.

4.2. Cross-Group buying or Selling: No VBO shall engage in cross-group buying or selling. Cross-group buying and selling occurs when an VBO sells products and services offered through or by Veurinse to another VBO he or she did not personally sponsor, except (a) as may be permitted under a servicing agreement pursuant to Rule 5.5.4 or (b) when an VBO purchases from or through his or her up lineproducts and services offered through or by Veurinse.

4.3. Unsolicited Electronic Messages: No VBO shall send, transmit, or otherwise communicate any unsolicited electronic messages relating to Veurinse, its business opportunity, products or services to persons with whom the VBO does not have a pre-existing personal or business relationship. (This includes, but is not limited to, sending messages through newsgroups, purchased mailing lists, “safe lists,” or other lists of individuals or entities with whom or which the VBO does not have a pre-existing relationship.)

4.4. Advertising: VBOs may advertise only with the express approval of Veurinse in writing.

4.5. Retail Establishments: AVBO who works in or owns a retail establishment must operate his or her IB separate and apart from the retail establishment. No VBO shall permit products, services or literature offered through or by Veurinse to be sold or displayed in retail establishments, including, but not limited to, places like schools, fairs, kiosks, vending machines, unauthorized internet websites, military stores, salons or professional offices.

4.5.1. Event Sales: The sale of authorized product categories by VBOs are permitted only at temporary (no more than 10 days) events whose themes are consistent with the products being sold, and only with the express approval of Veurinse in writing. To allow Veurinse sufficient time to grant approval, the VBO must submit a completed Event Sales Application Form to Veurinse 30 days prior to the event. A copy of the Event Sales Application form may be obtained at www.Veurinse.com.

4.5.2. Display Booths: The display only (no sales) of products and approved literature by VBOs is permitted only at temporary (no more than 10 days) events, and only with the express approval of Veurinse in writing. To allow Veurinse sufficient time to grant approval, the VBO must submit a completed Display Booth Application Form to Veurinse 30 days prior to the event. A copy of the Display Booth Application form may be obtained at www.Veurinse.com.

4.6. Statements about Products, Services, and the Opportunity: An VBO shall make only truthful and accurate statements about the business opportunity, products and services offered through or by Veurinse. VBOs shall not make any claims about products or services offered through or by Veurinse other than those claims found in Veurinse authorized literature and at www.Veurinse.com.

4.7. Repackaging: Products offered through or by Veurinse are to be sold only in their original packages and in their original formulations. VBOs may not repackage products or otherwise change or alter any of the packaging, labels or materials of products offered through or by Veurinse.

4.8. Written Sales Receipt: An VBO who takes and/or delivers an order in person shall deliver to the customer at the time of sale a written and dated order or receipt which shall: (a) describe the product(s) sold; (b) state the price charged; (c) give the name, address, and telephone number of the selling VBO; and (d) include Veurinse’s Satisfaction Guarantee.

4.9.ProductReturn: VBOcan return the products ofVeurinse maximum 3Days prior to the closing date of the same month in which he/she has ordered theproduct. Goods returnprocess shall be done through the respective franchisee if the product is in intactcondition, theseal orthe label are not damaged. For returning the goods VBOwill have tovisit the website www.Veurinse.com and use the goodsreturn process. Goods physically retunedto the franchisee shall be valid only iffranchisee accepts the goodsreturn processthrough the website. Once the return goods are accepted by the franchisee throughwebsite application, the VBOshallget the web based confirmation of acceptance of thereturn goods. At the time of acceptance through the website; the system will re-adjust the PV from his/her account andthe consequent re-adjustment will be done for the up line through the system.

 

4.10. Buy-Back Rule: VBOs leaving the Veurinse business have a right to return Veurinse products. A departing VBO may choose to sell inventory of currently marketable Veurinse products to an upline VBO at a mutually agreeable price. If a departing VBO is unable to secure the buy-back of inventory through aup lineVBO, Veurinse shall repurchase the departing VBO’s unused currently marketable Veurinse products subject to the following: (a) Veurinse will make all appropriate Performance Bonus differential and Leadership Bonus charge backs to those IBs who originally received them; and (b) Veurinse will charge freight costs incurred by the VBO leaving the Veurinse business if the net reimbursement includes same, and a service charge equal to 10% of the VBO cost of the products being returned to cover handling and processing charges.

4.11. Other Returns: AVBO who is not leaving the Veurinse business may ask Veurinse to buy back Veurinse products where he or she may be experiencing financial hardship or other exceptional circumstances as explained by the VBO. Return requests are reviewed on a case-by-case basis. Veurinse reserves the right to repurchase only unused currently marketable Veurinse products subject to Rule 4.9.

4.12. BusinessPlan:All VBOs must follow the business plan as mentioned on websitewww.Veurinse.com; the business plan describes performance incentive, Development Fund, leadershipbonus, Promotional Incentive, tour fund, and any other plans/offers. These plans and offers maytime totime change andthe same will be updated on the website and will benotified to all VBOs through ourwebsite.

 

4.13. Compliance with Applicable Laws, Regulations, and Codes: VBOs shall comply with all laws, regulations, and codes that apply to the operation of their IB wherever said business may be conducted. VBOs shall not directly or indirectly encourage, or aid and abet any person to violate any laws, regulations, codes, or term of the VBO Contract. No VBO may operate any illegal or unlawful business enterprise, or engage or participate in any deceptive, illegal or unlawful trade practices.

4.14. VBO Relationship: VBOs are independent contractors. VBOs shall not state or imply that they are employees, agents or legal representatives of Veurinse, its affiliates, and/or other VBOs. VBOs shall not represent or imply, either directly or indirectly, that registration creates an employment relationship between themselves and the VBOs whom they have sponsored or who have sponsored them.

4.15. Franchises and Territories: VBOs shall not represent to anyone that there are franchises or exclusive territories available under the Plan.

4.16. Enticement to Change Position in the Line of Sponsorship: Under no circumstances shall aVBO, directly or indirectly, solicit, assist, attempt to induce, or encourage, another VBO to request a change in position in the Line of Sponsorship.

4.17. Exporting and Importing: VBOs shall not export or import products or services offered through or by Veurinse, or sell to others they have reason to believe will import or export such products or services, to or from the India or its possessions or territories or any other country, regardless of whether or not Veurinse or its affiliates have established operations or are doing business in that country. Nothing in this Rule prohibits VBOs from personal use or resale within the Region in accordance with the VBO Contract.

4.19. Activity Outside The Region or Activity Outside The Market Where The VBO Is Registered: VBOs who engage, directly or indirectly, in any activity related to the Veurinse business in a jurisdiction outside of the Region must do so in a manner that complies with the letter and spirit of the applicable laws, regulations, rules, policies and procedures of the Veurinse affiliate in that jurisdiction, regardless of whether they are registered VBOs in that jurisdiction. Failure to do so shall be a breach of the VBO Contract.

4.20. Sound Business Practices: VBOs shall operate their IB in a financially responsible and solvent manner. Veurinse reserves the right to offset bonus payments for amounts aVBO owes to Veurinse. If aVBO or any member partner in his or her IB files a petition for bankruptcy or has bankruptcy proceedings commenced against him or her, or has any assets seized by court order or taken in execution of an unsatisfied judgment debt, the VBO must immediately inform Veurinse.

4.21. Fund-raising: No VBO shall use Veurinse products or services in conjunction with any type of fund-raising activity. Fund-raising includes the solicitation for the donation of funds or for the purchase of Veurinse products or services based on the representation that all, or some, of the gains, proceeds, donations, bonuses, or profits generated by such sale will benefit a particular group, organization, or cause.

4.22. VBO Plan Manipulation: VBOs shall not manipulate the Plan, point value (PV) or business volume (BV), in any way which results in the payment of bonuses or other awards and recognition that have not been earned in accordance with the terms of the VBO Contract.

4.23. Personal/Business Information Update: All VBOs are responsible for communicating any updates or changes to their personal information (e.g., name, address, email address and telephone numbers, etc.) or business information (e.g., business name, address, email address, telephone numbers, addition/deletion of partner, change of business status, etc.) to Veurinse.

4.24. Veurinse Contact: When the Rules require aVBO to contact Veurinse for notice, permission or approval, the VBO shall contact the Veurinse Business Conduct and Rules Department by mail at office address mentioned at website www.Veurinse.com, or by email at care@Veurinse.com.


  1. Presentation of the Plan, Sponsoring and Support

5.1. Inviting:When inviting a Prospect to hear a presentation of the Plan, aVBO must make it clear that what is being described or offered is the Plan.

5.2. Describing the Plan: When describing the Plan: (a) aVBO’s statements must be truthful, accurate and not misleading; (b) the roles of a balanced business (retail sales, personal use and sponsoring) must be accurately described; and (c) all income representations must be limited to income from the Plan, based on actual experience or from Veurinse-authorized materials, and provide realistic income potential.

5.3. Required Disclosures: In seeking participation of a Prospect in the Plan, aVBO:

5.3.1. Must give each Prospect a copy of a brochure authorized by Veurinse for use with Prospects that contains the average profits, earnings, and sales figures and percentages as published by Veurinse, and orally inform the Prospect that the brochure contains the average profits, earnings, and sales figures and percentages as published by Veurinse.

5.3.2. Must use only Veurinse-authorized materials or Business Support Materials authorized for use with Prospects under Rule 7 (Business Support Materials).

5.4. Prohibited Sponsoring Practices: In seeking participation of a Prospect in the Plan, aVBO:

5.4.1. Must not cite lifestyle examples, e.g., travel, automobile, homes of successful VBOs, and contributions to charitable causes, unless such benefits were actually accrued as the result of building a successful IB.

5.4.2. Must not say or imply that a successful IB can be built in the form of a wholesale buying club.

5.4.3. Must not say or imply that there is no requirement for the retail sale or marketing of products by VBOs.

5.4.4. Must not promote potential tax benefits of the Plan.

5.4.5. Must not encourage or require a Prospect to purchase anything not included with the Business Services and must not encourage the purchase of a product or service not identified on the VBO Registration Agreement.

5.4.6. Must not register or sponsor new VBOs in a way that manipulates the new VBO’s position in the LOS.

5.5. Sponsor’s Responsibilities: A sponsor must comply with the following obligations:

5.5.1. Rules Compliance: The sponsor must be aVBO in full compliance with the Rules of Conduct.

5.5.2. Access to the VBO Contract: The sponsor must ensure that all VBOs whom he or she sponsors have access to and the opportunity to read the VBO Contract.

5.5.3. Training and Motivation: The sponsor must be able to train and motivate the VBOs whom he or she has sponsored with a minimum of assistance from his or her first upline Silver Milestone or above. VBOs may fulfil this obligation by use of Business Support Materials approved under Rule 7.

5.5.4. Servicing Arrangements: If aVBO is unable or unwilling to service VBOs whom he or she has sponsored with the proper training or motivation, he or she must make arrangements, in writing, with his or her first upline qualified Silver Milestone to provide this service. Silver Milestone level above VBOs who wish to make arrangements with another Silver Milestone level or above VBO to provide product fulfilment services to VBOs downline to the next qualified Silver Milestone, must do so in writing. In either case, he or she must be willing to compensate for these services, and full PV for products purchased must always be transferred to the serviced VBO so that bonuses are paid correctly.

5.6. Silver Milestone Responsibilities: VBOs who qualify as a Silver Milestone or above have the following additional responsibilities:

5.6.1. Conduct or provide access to periodic sales meetings for the purpose of training and inspiring VBOs downline to the next qualified Silver Milestone and maintain frequent contact with all of them.

5.6.2. Assure compliance with the Rules of Conduct by VBOs downline to the next qualified Silver Milestone.

5.7. Prohibited Support Practices: Sponsors and upline VBOs shall not encourage or require downline VBOs, as a condition of receiving assistance in building their IB after registration, to (a) purchase any specified amount of Veurinse or non-Veurinse products or services, or (b) maintain a specified inventory of Veurinse or non-Veurinse products or services.

  1. Preservation of the Line of Sponsorship

6.1. Confidentiality of the LOS:Veurinse protects the LOS and LOS Information for the benefit of Veurinse and of all VBOs. Veurinse keeps LOS Information proprietary and confidential and treats it as a trade secret. Veurinse is the exclusive owner of all LOS Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by Veurinse and its VBOs. VBOs can use Veurinse’s goodwill and LOS Information only for the purposes permitted under the VBO Contract.

6.1.1. VBOs acknowledge, and agree not to challenge, that: (i) LOS Information is confidential and a valuable trade secret owned by Veurinse; (ii) LOS Information is owned exclusively by Veurinse; and (iii) VBOs do not own any rights in LOS Information. VBOs agree not to challenge or interfere with Veurinse’s authority to license or sublicense LOS Information. VBOs shall not assert or seek any rights or protection of any kind in LOS Information other than those limited rights or protections that may be specifically granted by this Rule.

6.1.2. AVBO may use LOS Information only with Veurinse’s prior written permission, which may be expressed through general publication (to all VBOs) or through a specific writing to one or more VBOs. Any permission granted by Veurinse shall constitute a limited non-exclusive, non-transferable, and revocable license by Veurinse for aVBO to use LOS Information only as necessary to facilitate his or her IB as permitted under these Rules of Conduct. Veurinse reserves the right to deny or revoke any such license, upon reasonable notice to the VBO stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of Veurinse, such is necessary to protect the confidentiality or value of LOS Information.

6.1.3. All VBOs shall maintain LOS Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard LOS Information and maintain the confidentiality thereof. An VBO shall not compile, organize, access, create lists of, or otherwise use or disclose LOS Information except as authorized by Veurinse. AVBO also shall not disclose LOS Information to any third party, or use LOS Information in connection with any other businesses or to compete, directly or indirectly, with the Veurinse business.

6.1.4. AVBO shall promptly return any and all LOS Information to Veurinse upon resignation, non-renewal, or termination of his or her IB and shall immediately discontinue any further use thereof.

6.1.5. Every VBO acknowledges that use or disclosure of LOS Information, other than as authorized by Veurinse, will cause significant and irreparable harm to Veurinse, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys’ fees, and disgorgement of all profits made as a result of such unauthorized use or disclosure.

6.1.6. AVBO’s obligations under this Rule 6.1 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal, or termination of that VBO’s IB.

6.2. Non-Competition and Non-Solicitation:

6.2.1. Non-Competition (current VBOs): Every VBO agrees not to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Veurinse.

6.2.2. Non-Solicitation (current VBOs): Every VBO agrees that he or she will not, on his or her own behalf or on behalf of any person or entity, directly or indirectly, encourage, solicit, or otherwise attempt to recruit or persuade (i) any VBO or (ii) any person who has been an VBO within the past two calendar years, to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Veurinse.

6.2.3. Non-Competition (former VBOs): Every VBO agrees that, during the six-month period following the, resignation, non-renewal, or termination of that VBO’s IB, he or she shall not own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Veurinse.

6.2.4. Non-Solicitation (former VBOs): Every VBO agrees that, during the twenty-four-month period following the resignation, non-renewal, or termination of that VBO’s IB, he or she shall not, on his or her own behalf or on behalf of any person or entity, directly or indirectly, encourage, solicit, or otherwise attempt to recruit or persuade (i) any VBO or (ii) any person who has been an VBO within the past two calendar years, to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Veurinse.

6.2.5. The time periods in Rules 6.2.3 and 6.2.4 above shall be extended by any period of time during which the former VBO is in violation of the applicable Rule.

6.2.6. The geographic scope of Rules 6.2.1, 6.2.2, 6.2.3 and 6.2.4 is the Region.

6.2.7. All VBOs agree that these Rules are reasonable in both time and geographic scope.

6.2.8. For purposes of this Rule 6.2, “Key Position” means an owner, employee, agent, or independent contractor who contributes to the profitability of his or her new business or who is in a position to receive benefit or competitive advantage from his or her new business by virtue of his or her access to LOS Information.

6.2.9. Nothing in this Rule 6.2 restricts the sale or distribution of privately developed Business Support Materials in accordance with Rule 7 and Rule 6.3.

6.2.10. Nothing in this Rule 6.2 restricts competition between VBOs (a) in the sale of products or services offered through or by Veurinse to Customers or (b) in the registration of new VBOs or Customers.

6.2.11. Every VBO acknowledges that this Rule 6.2 protects the reasonable competitive business interests of Veurinse and VBOs, and that a violation of any subsection of this Rule 6.2 will cause significant and irreparable harm to VBOs and Veurinse, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys’ fees, and disgorgement of all profits made as a result of such violation.

6.2.12. Except for obligations under Rule 6.2.1 and Rule 6.2.2, aVBO’s obligations under this Rule 6.2 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal, or termination of that VBO’s IB.

6.3. Other Business Activities: Except as provided in Rule 6.2, VBOs may engage in other business ventures, including other selling activities, involving products, services, or business opportunities. However, VBOs may not take advantage of their knowledge of association with other VBOs whom they did not personally register, including their knowledge resulting from or relating to Line of Sponsorship Information, in order to promote and expand such other business ventures.

6.3.1. Every VBO agrees not to solicit, directly or indirectly, other VBOs whom he or she did not personally sponsor in order to sell, offer to sell, or promote other products, services, business opportunities, investments, securities, or loans not offered through or by Veurinse. Every VBO agrees not to sell, offer to sell, or promote any other business opportunities, products, or services in connection with the Plan. Nothing in this Rule 6.3 restricts the sale or distribution of Business Support Materials in accordance with Rule 7.

6.3.2. Nothing in this Rule 6.3 restricts, for example, aVBO regularly engaged in the operation of a service station, auto dealership, retail establishment, salon, or a professional service (e.g., law, medicine, dentistry, or accounting) from serving customers who are VBOs and who have sought them out. But aVBO shall not actively solicit the patronage of other VBOs based on knowledge or information gained as a result of being aVBO.

6.4. Approval of Certain VBO Contract Changes: The sale of an ownership interest in an IB, transferring an IB, merging IBs, separating or dividing an IB, or assignment of any rights or obligations under an VBO Contract require express approval of Veurinse in writing. None of the foregoing may be used to manipulate the Line of Sponsorship.

6.5. Individual Transfers: An individual transfer involves the transfer of aVBO without any downline VBOs. Any VBO who wants to change his or her sponsor must submit a written request to Veurinse accompanied by (1) a written release signed by all the VBOs upline in the Line of Sponsorship up to and including the first qualified Silver Milestone, (2) a written acceptance from the new VBO sponsor and new upline Silver Milestone, and (3) a statement indicating the business reason for the transfer request. Upon Veurinse’s express approval in writing of the request, the written acceptance from the new sponsor and upline Silver Milestone confirms that they will incur all responsibilities of the transferring VBO.

6.6. Group Transfers: A group transfer involves the transfer of aVBO with one or more downline VBOs.

6.6.1. AVBO who wishes to transfer to a different sponsor with one or more downline VBOs may do so only with the express approval of Veurinse in writing. In addition, aVBO must submit a written request to Veurinse accompanied by (a) written consent from all VBOs upline in the Line of Sponsorship up to and including the first qualified Silver Milestone, and also the first qualified Golden Milestone, (b) written consent of all VBOs whom the transferring VBO wishes to transfer with him or her, (c) written consent by the new sponsor and his or her upline qualified Silver Milestone to which the requesting VBO wants to be transferred, and (d) a statement indicating the business reason for the transfer request.

6.7. Six-Month Inactivity: An VBO who wishes to transfer to a different sponsor but is unable to obtain the necessary consents may not register under a new sponsor until the VBO has terminated his or her VBO Contract or failed to renew and has been inactive for a period of 6 months or longer. Following the lapse of the inactive period, the former VBO may register as a new VBO under a new sponsor.

6.7.1. During the period of inactivity, a person shall not conduct any of the activities of aVBO under his or her name, or in the name of another person or IB.

6.7.2. The following shall not interrupt the running of the six-month inactivity period: (a) procuring and/or submitting a written request for transfer; (b) filing an application for an informal or formal conciliation; (c) operating an Veurinse-affiliated business in any other country in which an Veurinse affiliate conducts business; (d) directing an inquiry to Veurinse as to the status of his or her IB; or (e) purchasing Veurinse products or services as a Customer.

6.7.3. Two-Year Inactivity: AVBO who transfers to a new sponsor, or who registers under a different sponsor after 6 months of inactivity, may not sponsor any VBO who was previously upline or downline to him or her, up to and down to the first qualified Silver Milestone unless at least two years have elapsed since the expiration of the sponsored VBO’s contract.

6.7.4.Two-Year Inactivity (Joining an Existing IB): Former VBOs may not be added to an existing IB for a period of 24 months following the expiration of their VBO Contract.

6.8. Sale of an IB: AVBO who owns and operates an IB may sell his or her ownership interest in such IB only to another VBO who is in compliance with the Rules of Conduct, and who has the sufficient skills, experience, judgment and resources to operate the IB, as reasonably determined by Veurinse. Veurinse requires that specific terms of sale be included in any sales agreement. Such terms and a sample sales agreement may be obtained from Veurinse. An IB may be sold only with the express approval of Veurinse in writing.

6.8.1. In order to preserve the Line of Sponsorship, the selling VBO must offer his or her IB in the order of priority stated below, and the VBO(s) interested in purchasing the IB must meet all of the terms and conditions set forth in these Rules.

6.8.1.1. the first option to purchase belongs to the selling VBO’s International Sponsor, who retains the right to acquire the IB throughout the negotiations to sell the IB by meeting the price and conditions of any bona fide offer received by and deemed acceptable to the selling VBO;

6.8.1.2. the second option to purchase belongs to the selling VBO’s local Foster Sponsor so long as the first option has not been exercised. In the event the selling VBO has no International Sponsor, the local Sponsor retains the right to acquire the IB throughout the negotiations to sell the IB by meeting the price and conditions of any bona fide offer received by and deemed acceptable by the selling VBO;

6.8.1.3. the third option, exercisable so long as the first or second options above have not been exercised, belongs to any one of the selling VBO’s personally registered VBOs;

6.8.1.4. the fourth option, exercisable so long as the first, second, or third options above have not been exercised, belongs to any qualified Silver MilestoneVBO or above either up or down the Line of Sponsorship from the selling VBO to the next Chief Executive;

6.8.1.5. the final option, exercisable so long as the first, second, third or fourth options above have not been exercised, belongs to any VBO in good standing.

6.8.2. If Veurinse operates an IB, and has entered into a servicing agreement with aVBO to manage the IB, Veurinse shall have the option of selling the IB to the servicing VBO.

6.8.3. When an IB is sold, it will remain in its same position in the Line of Sponsorship.

6.9. Mergers and Combinations of IBs: Mergers of IBs resulting from failure to file a Renewal Agreement, termination, resignation, death (with no designation of succession by heirs) or some involuntary event or cause beyond the control of any of the owners, are permitted, only with the express approval of Veurinse in writing.

6.10. Two IBs Rule: AVBO may own or have an ownership interest in only one IB except: (a) where two VBOs marry; (b) where an existing IB purchases another IB pursuant to Rule 6.8; or (c) where the IB is, or will be, passed on to a deceased person’s spouse, heirs, or other beneficiary in accordance with Rule 3.10.

6.11. Parent-Child Integration: As part of a plan to ensure the continuity of IBs owned by parents and children (“Succession Plan”), parent and children VBOs may integrate their respective IBs, provided that they submit a written request to Veurinse and meet the following:
a) the child(ren) must be personally registered by the parents; or the parents must be personally registered by the child(ren); 
b) the parent’s IB and the child’s (children’s) IB must have operated as a separate IB for not less than 2 years by date of implementation;
c) the parent and the child(ren) shallbe qualified at the level of Silver Milestone or above as of the implementation date; 
d) in the event that the parent(s) or the child(ren) is deceased or are not mentally or physically capable of running the IB before conditions b and c above have occurred, the child(ren) or parent(s) inheriting the IB shall have the right to integrate the separate IBs in accordance with this Rule;


  1. Business Support Materials

Business Support Materials (or “BSM”) as used in these Rules means all products and services (including but not limited to business aids, books, magazines, flip charts, and other printed material, online literature, internet websites, advertising, audio, video or digital media, rallies, meetings, and educational seminars, and other types of materials and services) that are (i) designed to solicit and/or educate Prospects, Customers, or prospective Customers of Veurinse products or services, or to support, train, motivate, and/or educate VBOs, or (ii) incorporate or Use one or more of the Marks or Copyrighted Works of Veurinse, or (iii) are otherwise offered with an explicit or implied sense of affiliation, connection, or association with Veurinse. Unless otherwise specified in writing, VBOs acknowledge that nothing in this Rule, or in any other Rule, shall be construed or interpreted as a license or other permission to incorporate any LOS Information into any BSM.

7.1. General Rules on BSM

7.1.1. VBOs may sell BSM only in accordance with Rule 7.1 and 7.2. BSM created, used, promoted, distributed, or offered for sale by or to VBOs must: (a) comply with all Quality Assurance Standards and any applicable Rules of Conduct relating to their use, promotion, and sale; (b) be submitted to Veurinse for review prior to use, promotion, distribution or sale; (c) be authorized by Veurinse; and (d) if required for the category of BSM, bear the authorization number provided by Veurinse. Except as explicitly provided in the Quality Assurance Standards, BSM may not be offered for sale to Prospects. A copy of the currently applicable Quality Assurance Standards is available from Veurinse upon request by VBOs eligible to sell or promote BSM.

7.1.2. Veurinse’s Satisfaction Guarantee and Buy-Back Rules do not apply to materials not sold by Veurinse. BSM may only be sold subject to the right of the purchaser to return such BSM for a refund in accordance with the following:

7.1.2.1. The terms of the refund policy, including terms regarding procedures for the resolution of disputes and the responsible person for returns, must be clearly communicated to the purchaser prior to any sale. In addition to any other person designated to handle returns, the selling VBO and the Approved Provider shall be responsible for handling returns if the sale occurred under Rule 7.2, and the selling VBO together with the selling VBO’s upline Silver MilestoneVBO or above shall be responsible for handling returns of all other sales.

7.1.2.2. During the first 90 days following aVBO’s registration with Veurinse, the VBO may return all BSM of any form purchased, including meeting tickets, together with proof of purchase, for a 100% refund of the price paid for such BSM.

7.1.2.3. Except as provided in Rule 7.1.2.4, aVBO end-user of BSM may return BSM purchased, together with proof of purchase, within 180 days following purchase, for a refund on commercially reasonable terms.

7.1.2.4. Except as provided in Rule 7.1.2.2, each VBO who chooses to sell tickets to seminars, events, and other business meetings is obligated to buy back tickets purchased for the purchaser’s personal use for a period of 30 days after the event, provided the dissatisfied purchaser personally attended the event. Such refund shall be for that portion of the cost of the event related to admission to the event, exclusive of the cost of travel, meals, or hotel accommodations.

7.1.2.5. BSM offered in the form of website subscriptions and downloadable media are subject to the following requirements, in addition to Rule 7.1.2: (a) Purchasers cancelling website subscriptions are entitled to a refund for unused, whole months of any prepaid subscription(s); and (b) Purchasers of downloadable media are entitled, if dissatisfied, to obtain a replacement download of equal value within 30 days of the purchase of the subject downloadable media.

7.1.3. VBOs promoting, selling, distributing, or offering BSM for sale must: (a) ensure that such BSM are not sold or offered for sale in conjunction with the VBO’s registration with Veurinse; (b) provide purchasers of such BSM with any disclosures or other information that may be required by Veurinse from time to time; (c) clearly inform every VBO purchasing BSM that purchasing BSM is optional, is strictly voluntary, and may be helpful but is not necessary to build a successful independent business; and (d) advise the purchaser about refund policies that apply to such BSM in accordance with Rule 7.1.2.

7.1.4. No VBO may record aVeurinse presentation without the prior specific written consent of Veurinse. AVBO may make a single recording of the talks or presentations made by non-Veurinse employees at any Veurinse-sponsored meeting, provided the recording is for their personal use and are not reproduced for any purpose.

7.1.5. Although the specific content of live seminars, events, business meetings, or other similar BSM must comply with the Quality Assurance Standards, such BSM do not require prior authorization from Veurinse unless or until the content is reduced to a fixed media (such as in print, audio, or video) for use with VBOs or Prospects.

7.1.6. AVBO who purchases, promotes, distributes, or offers BSM for sale shall use reasonable efforts to determine that the quantity and cost of BSM are reasonably related to sales volume and profits of the purchaser’s IB.

7.1.7. VBOs who create or promote or distribute or sell BSM to other VBOs may not compensate or remunerate other VBOs in connection with such distribution except in accordance with Rule 7.2.

7.1.8. VBOs may organize seminars, events, or business meetings for VBOs consistent with their training obligations as sponsors or Silver Milestones.

7.1.9. VBOs creating, using, selling, promoting, or distributing BSM apart from Rule 7.2 must obtain appropriate written authorization from Veurinse in accordance with Rule 8 in order to Use any Marks or otherwise use any copyrighted material or other intellectual property of Veurinse in connection with such BSM.

7.1.10. VBOs creating, using, selling, promoting, or distributing BSM must not infringe the copyrights or intellectual property rights of Approved Providers, other VBOs or third-parties.

7.1.11. VBOs qualified at the Silver Milestone level or above who are not affiliated with an Approved Provider and who wish to sell, promote or distribute BSM must register with Veurinse by completing the “Silver Milestone BSM Registration Form” available from the Business Support Materials Administration Department.

7.2. Sale, Promotion and Distribution of BSM with Authorization from an Approved Provider (a supplier authorized by Veurinse to provide BSM to VBOs or use BSM with Prospects, pursuant to the ACCREDITATION PLUS™ Program)

7.2.1. VBOs who wish to sell, promote, or earn income from the sale of BSM from an Approved Provider must have a written contract or other binding authorization from that Approved Provider in accordance with the Program, obligating the VBO to adhere to applicable Quality Assurance Standards in connection with such activities.

7.2.2. VBOs who are authorized by an Approved Provider to sell, promote, or distribute an Approved Provider’s BSM in accordance with Rule 7.2 require no further written authorization from Veurinse to conduct such activity.

  1. Marks and Copyrighted Works

Veurinse’s Marks and Copyrighted Works are important and valuable business assets of Veurinse. The Marks help identify the source and reputation of Veurinse’s products and services worldwide and distinguish them from those of competitors. Veurinse makes commercially reasonable efforts to protect the Marks from improper use, including through the Rules of Conduct, accreditation of Approved Providers, and a corporate identity program that requires the correct and consistent use of the Marks, both in appearance and substance.

8.1. Use of Marks and Copyrighted Works: AVBO may Use Veurinse’s Marks and Copyrighted Works only with Veurinse’s prior written permission, which may be expressed through general publication (to all VBOs) or through a specific writing to one or more VBOs. Without limitation, Veurinse may require conformity with specifications, may require that materials that Use Veurinse’s Marks and/or Copyrighted Works be sourced from Veurinse or aVeurinse-approved supplier, and may otherwise condition Use of its Marks and Copyrighted Works. Any permission granted by Veurinse shall constitute a limited, non-exclusive, non-transferable and revocable license to Use such Marks and Copyrighted Works solely in connection with the Veurinse business in the Region. Subject to conditions and specifications published or specifically provided in writing from time to time, the Marks and Copyrighted Works may be used only on: (a) exterior and interior office signs; (b) all forms of vehicle signs; (c) telephone listings; (d) promotional literature; (e) stationary; (f) premiums; and (g) business cards. Other proposed Uses will be considered upon request. Without limitation, Veurinse will not authorize aVBO to use the Marks on imprinted checks.

  1. Complying With the VBO Contract (Remedies for Breach)

Complying with the VBO Contract is essential for preserving a strong and viable business for VBOs and Veurinse. VBOs and Veurinse each have rights and responsibilities in case of a breach of the VBO Contract.

9.1. Veurinse’s Rights and Responsibilities: When Veurinse detects a potential breach of the VBO Contract, it will first investigate as appropriate. Before taking enforcement action, Veurinse shall attempt to contact the VBO in an effort to resolve the issue. If the communication does not resolve the issue, Veurinse may take any enforce­ment action authorized by the VBO Contract including, but not limited to, one or any combination of the following:

9.1.1. A written warning to aVBO, and/or upline or downline VBOs in the Line of Sponsorship.

9.1.2. Retraining an VBO, and/or upline or downline VBOs in the Line of Sponsorship.

9.1.3. Suspending some or all of the rights of aVBO for a specified period of time, or until certain conditions have been satisfied.

9.1.4. Withdrawing or denying an award, trip, pin recognition or other incentive.

9.1.5. Withholding any monthly or annual bonus or incentive payments.

9.1.6. Compensatory remedies, as applicable.

9.1.7. Transferring aVBO or a group of VBOs.

9.1.8. Terminating aVBO Contract.

If aVBO elects to challenge any action taken by Veurinse under this Rule, the VBO shall submit the issue to the Dispute Resolution Procedures described in Rule 11.

9.2. VBO Rights and Responsibilities: If a VBO believes that another VBO has breached the VBO Contract, the VBO first should contact the VBO in question in an effort to resolve the issue. If a VBO believes that Veurinse has breached the VBO Contract, the VBO first shall contact Veurinse in an effort to resolve the issue. If discussion with either aVBO or Veurinse does not resolve the issue, the VBO may file a written complaint with Veurinse. The complaint should explain the issue in as much detail as possible, and include all supporting documents. Veurinse will investigate as appropriate, and take enforcement or corrective action under the VBO Contract, if necessary. If any issue remains unresolved, it shall be submitted to the Dispute Resolution Procedures described in Rule 11.

9.2.1. AVBO who elects to challenge the validity of a Rule or other term of the VBO Contract shall first contact Veurinse in an effort to resolve the issue. If the VBO is not satisfied with Veurinse’s response, the dispute shall be resolved in Arbitration under Rule 11.5.

9.3. Duty to Cooperate: All VBOs are required to respond to inquiries and otherwise cooperate in a timely fashion with any investigation conducted by Veurinse. Failure to respond to inquiries or to otherwise cooperate in a timely fashion is a breach of the VBO Contract and may result in Veurinse taking action against the IB.

9.4. Non-Waiver. The failure of Veurinse or any VBO to enforce any breach of any provision of the VBO Contract shall not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of the VBO Contract.

  1. Modification of the VBO Contract

Veurinse may modify the VBO Contract in accordance with the following procedures.

10.1.For all other Rules, final decision making authority on amendments to the VBO Contract rests with Veurinse.

10.2. Veurinse will notify VBOs of the proposed changes subject to Rule 10.1 by making them available to review by logging on to www.Veurinse.com and solicit comments from VBOs concerning the proposed changes. Veurinse will consider any comments submitted during the 30 days following such notice. The proposed changes shall become effective 15 days after the end of the comment period, unless Veurinse makes further modifications.Veurinse shall provide notice of any such further modifications on www.Veurinse.com 15 days prior to the effective date of such further modifications. These time periods may be shortened when it is necessary for a particular change to comply with a new law or other government mandate, to protect VBOs from serious financial harm, or to protect the integrity of the Plan. Rule changes have prospective effect only.

10.3. Prior to the effective date of any proposed Rule change, any VBO who is unwilling to accept a Rule change can, if he or she wishes, provide notice of his/her intent to resign from the Veurinse business on the effective date of the Rule change. Unless the proposed Rule change is withdrawn, the VBO’s resignation will become effective. The resigning VBO may sell his or her IB in accordance with Rule 6.8. In addition, the resigning VBO can return any unused, marketable products pursuant to Rule 4.10.

  1. Dispute Resolution Procedures:

Theparties shall endeavour to settle any dispute ordifference arising out of or inconnection with the VBO Contract through mutual discussions within 30 days of such dispute arising. The VBO agrees that in the event it is not satisfied by any decision of Veurinse, or in the event that any issue raised by the VBO has remained unresolved for aperiod of more than twomonths, and/or during the subsistence of this agreement or upon or after its termination. Anyissue or dispute that the VBO may have regarding the Interpretation or operation of the clauses of this arrangement or any issues arising there from shall be referred to Grievance Redressal Committee set up by the company. Any dispute, difference or claim remaining unresolved post reference to the Grievance Redressal committee discussions shall be submitted to binding arbitration under the provisions of the Indian Arbitration and Conoliation Act, 1996. Thevenue of such arbitration shall be at Delhi and the award of the Arbitrator shall be final and binding on all Parties. Subject to the above courts at Delhi shall alone have jurisdiction in relation to the "30Contract andmatters connected here to.


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