ASEA Politicile Companiei

7/24/2019 ASEA Politicile Companiei

1/29

STATEMENT OF POLICIES

and

PROCEDURES

Eective Mach 1, 2010

United Kingdom


2/29

POLICIES AND PROCEDURES

PAGE | 2

TABLE OF CONTENTS

SECTION 1 - INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1.1 - POLICIES AND COMPENSATION PLAN INCORPORATED INTO ASSOCIATE AGREEMENT . . . . . . . . . . . . . . . 41.2 - PURPOSE OF POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.3 - CHANGES TO THE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.4 - DELAYS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.5 - POLICIES AND PROVISIONS SEVERABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.6 - WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4SECTION 2 - BECOMING AN ASSOCIATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

2.1 - REQUIREMENTS TO BECOME AN ASSOCIATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.2 - NO PRODUCT PURCHASE REQUIRED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.3 - ASSOCIATE BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.4 - TERM AND RENEWAL OF AN ASEA BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5SECTION 3 - OPERATING AN ASEA BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.1 - ADHERENCE TO THE ASEA COMPENSATION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3.2 - ADVERTISING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.2.1 - General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.2.2 - Internet Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.2.3 - Sales on Online Auction Sites Prohibited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3.2.3.1 - Advertising and Selling Price of Products on the Internet . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.2.4 - Social Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.2.4.1 - Associates Are Responsible for Postings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.2.4.2 - Identication as an Independent ASEA Associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.2.4.3 - Social Media as a Sales and Promotion Forum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.2.4.4 - Deceptive Postings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.2.4.5 - Use of Third Party Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.2.4.6 - Respecting Privacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.2.4.7 - Professionalism . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.2.4.8 - Prohibited Postings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.2.4.9 - Responding to Negative Posts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.2.4.10 - Social Media Sites with Website-like Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.2.4.11 - Cancellation of an Associates ASEA Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.2.5 Trade marks and Copyrights.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3.2.6 - Media and Media Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83.2.7 - Unsolicited Email . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3.2.8 - Unsolicited Faxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.2.9 - Other Sales Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.3 - BONUS BUYING PROHIBITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.4 - BUSINESS ENTITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.4.1 - Changes to a Business Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.5 - CHANGE OF SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.5.1 - Mis-Sponsorship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.5.2 - Misplacement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.5.3 - Upline Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.5.4 - Cancellation and Re-application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.6 - UNAUTHORIZED CLAIMS AND ACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.6.1 - Indemnication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.6.2 - Product Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.6.3 - Income Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.7 - COMMERCIAL OUTLETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3.7.1 - Service Establishments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.8 - TRADE SHOWS, EXPOSITIONS AND OTHER SALES FORUMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.9 - CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3.9.1 Non-solicitation and Noncompetition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3.9.2 Non-solicitation after Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3.9.3 - Denition of Recruit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.9.4 - Trade Secrets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133.10 - TARGETING OTHER DIRECT SELLERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133.11 - CROSS-SPONSORING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13


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3.12 - ERRORS OR QUESTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.13 - GOVERNMENTAL APPROVAL OR ENDORSEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.14 - HOLDING APPLICATIONS OR ORDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.15 - IDENTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.16 - INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.17 - INDEPENDENT CONTRACTOR STATUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.18 - INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.19 - INTERNATIONAL MARKETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.20 - INVENTORY LOADING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.21 - ADHERENCE TO LAWS AND ORDINANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.22 - ONE ASEA BUSINESS PER ASSOCIATE AND PER HOUSEHOLD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.23 - ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATED INDIVIDUALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.24 - REQUESTS FOR RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.25 - SALE, TRANSFER OR ASSIGNMENT OF AN ASEA BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.26 - SEPARATION OF AN ASEA BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163.27 - SPONSORING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173.28 - SUCCESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

3.29 - TELEMARKETING TECHNIQUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17SECTION 4 - RESPONSIBILITIES OF ASSOCIATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

4.1 - CHANGE OF ADDRESS, TELEPHONE, AND E-MAIL ADDRESSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.2 - CONTINUING DEVELOPMENT OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

4.2.1 - Ongoing Training . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.2.2 - Increased Training Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.2.3 - Ongoing Sales Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

4.3 - NONDISPARAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.4 - PROVIDING DOCUMENTATION TO APPLICANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.5 - REPORTING POLICY VIOLATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18SECTION 5 - SALES REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

5.1 - PRODUCT SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195.2 - NO TERRITORY RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

5.3 - SALES RECEIPTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19SECTION 6 - BONUSES AND COMMISSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

6.1 - BONUS AND COMMISSION QUALIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196.2 - ADJUSTMENT TO BONUSES AND COMMISSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196.3 - REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19SECTION 7 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE . . . . . . . . . . . . . . . . . . . 207.1 - PRODUCT GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207.2 - PRODUCT RETURNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

7.2.1 Returns by Preferred Customers, Retail Customers and Associates . . . . . . . . . . . . . . . . . . . . . . . . . . 217.2.2 - Purchases from Associates Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

7.3 - RETURN OF INVENTORY AND SALES AIDS BY ASSOCIATES UPON CANCELLATION . . . . . . . . . . . . . . . . . 237.4 - PROCEDURES FOR ALL RETURNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

8.1 - DISCIPLINARY SANCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248.2 - GRIEVANCES AND COMPLAINTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248.3 - DISPUTE RESOLUTION BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248.4 - MEDIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258.5 - ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258.6 - GOVERNING LAW, JURISDICTION AND VENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25SECTION 9 - PAYMENT AND SHIPPING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

9.1 - RETURNED CHECKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259.2 - RESTRICTIONS ON THIRD PARTY USE OF CREDIT CARDS AND CHECKING ACCOUNT ACCESS . . . . . . . 25SECTION 10 - INACTIVITY, RECLASSIFICATION & CANCELLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2510.1 - EFFECT OF CANCELLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2510.2 - CANCELLATION DUE TO INACTIVITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

10.2.1 - Reclassication Following Cancellation Due to Inactivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2610.3 - INVOLUNTARY CANCELLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2610.4 - VOLUNTARY CANCELLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2610.5 - NON-RENEWAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2610.6 - CREDIT CARD CHARGEBACKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 11 - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26


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SECTION 1 - INTRODUCTION

1.1 - Policies and Compensation Plan Incorpo-

rated into Associate Agreement

These Policies and Procedures, in theirpresent form and as amended at the sole discretionof ASEA, LLC (hereafter ASEA or the Company),are incorporated into, and form an integral part of,the ASEA Associate Agreement. Throughout thesePolicies and Procedures, when the term Agree-ment is used, it collectively refers to the ASEAAssociate Application and Agreement, these Poli-cies and Procedures, the ASEA CompensationPlan, and the ASEA Business Entity Application (ifapplicable). These documents are incorporated by

reference into the ASEA Associate Agreement (allin their current form and as amended from time totime by ASEA). It is the responsibility of each As-sociate to read, understand, adhere to, and ensurethat he or she is aware of and operating under themost current version of these Policies and Proce-dures. When sponsoring or enrolling a new Associ-ate, it is the responsibility of the sponsoring Associ-ate to ensure that the applicant is provided with,or has online access to, the most current versionof these Policies and Procedures and the ASEA

Compensation Plan prior to his or her execution ofthe Associate Agreement.

1.2 - Purpose of Policies

ASEA is a direct sales company that mar-kets its products through independent Associates.It is important to understand that the success of allAssociates depends on the integrity of the men andwomen who market our products. To clearly dene

the relationship that exists between Associates and

ASEA, and to explicitly set a standard for accept-able business conduct, ASEA has established theAgreement.

ASEA Associates are required to complywith all of the Terms and Conditions set forth in theAgreement, as well as all laws and Direct SellingAssociation Codes of Business Conduct and Codeof Practice governing their ASEA business and theirconduct. Because Associates may be unfamiliarwith many of these standards of practice, it is very

important that they read and abide by the Agree-ment. Please review the information in this manualcarefully. It explains and governs the relationshipbetween the Associate, as an independent distribu-tor and the Company. If there are questions regard-

ing any policy or rule, do not hesitate to seek ananswer from ASEA.

1.3 - Changes to the Agreement

Because national laws, as well as the busi-ness environment, periodically change, ASEAreserves the right to amend the Agreement and itsprices in its sole and absolute discretion. By sign-ing the Associate Agreement, an Associate agreesto abide by all amendments or modications that

ASEA elects to make. Amendments shall be ef-fective 30 days after publication of notice that theAgreement has been modied or 60 days after

publication of notice in relation to all nancial obli-gations. Notication of amendments shall be pub-

lished by one or more of the following methods:(1) posting on the Companys ofcial web site; or(2) electronic mail (e-mail). The continuation of anAssociates ASEA business or an Associates ac-ceptance of bonuses or commissions constitutesacceptance of any and all amendments.

1.4 - Delays

ASEA shall not be responsible for delays orfailures in performance of its obligations when per-formance is made commercially impracticable dueto circumstances beyond its reasonable

control. This includes, without limitation,strikes, labour difculties, riot, war, re, death,

curtailment of a partys source of supply, or govern-ment decrees or orders.

1.5 - Policies and Provisions Severable

If any provision of the Agreement, in its cur-rent form or as may be amended, is found to be

invalid or unenforceable for any reason, only theinvalid portion(s) of the provision shall be severedand the remaining terms and provisions shall re-main in full force and effect. The severed provision,or portion thereof, shall be reformed to reect the

purpose of the provision as closely as possible.

1.6 - Waiver

The Company never gives up its right toinsist on compliance with the Agreement and withthe applicable laws and Direct Selling AssociationCodes governing the conduct of a business. Nofailure of ASEA to exercise any right or power underthe Agreement or to insist upon strict complianceby an Associate with any obligation or provision of


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the Agreement, and no custom or practice of theparties at variance with the terms of the Agree-ment, shall constitute a waiver of ASEAs right todemand exact compliance with the Agreement.Waiver by ASEA can be effected only in writing

by an authorized ofcer of the Company. ASEAswaiver of any particular breach by an Associateshall not affect or impair ASEAs rights with respectto any subsequent breach, nor shall it affect in anyway the rights or obligations of any other Associate.Nor shall any delay or omission by ASEA to exer-cise any right arising from a breach affect or impairASEAs rights as to that or any subsequent breach.

The existence of any claim or cause of ac-tion of an Associate against ASEA shall not consti-

tute a defence to ASEAs enforcement of any termor provision of the Agreement.

SECTION 2 - BECOMING AN

ASSOCIATE

2.1 - Requirements to Become an Associate

To become an ASEA Associate, each ap-plicant must:

a. Be 18 years or older;

b. Reside in the United States or U.S. Territo-ries, the United Kingdom [the Republic ofIreland and the Channel Islands] or countrythat ASEA has ofcially announced is open

for business;

c. Purchase an ASEA Starter Kit;

d. Submit a properly completed Associate Ap-

plication and Agreement to ASEA either inhard copy or online format.

2.2 - No Product Purchase Required

Except for the purchase of a Starter Kit thatis sold to Associates at cost, no person is requiredto purchase ASEA products to become an As-sociate. In order to familiarize new Associates withASEA products, sales techniques, sales aids, andother matters, the Company does require that they

purchase a Starter Kit. ASEA will repurchase kits(provided that the goods are in the same condi-tion as supplied to you except that their externalwrappings may be broken) from any Associate whoterminates his or her Associate Agreement within

the rst 14 days of signing the Agreement.

2.3 - Associate Benets

The benets of the Compensation Plan and

the Associate Agreement are available to the newAssociate. These benets include the right to:

a. Sell ASEA products;

b. Participate in the ASEA CompensationPlan (receive bonuses and commissions, ifeligible);

c. Sponsor other individuals as PreferredCustomers or Associates into the ASEAbusiness and thereby, build a marketing or-

ganisation and progress through the ASEACompensation Plan;

d. Receive periodic ASEA literature and otherASEA communications;

e. Participate in ASEA-sponsored support,service, training, motivational and recogni-tion functions, upon payment of appropriatecharges, if applicable; and

f. Participate in promotional and incentive

contests and programs sponsored by ASEAfor its Associates.

2.4 - Term and Renewal of an ASEA Business

The term of the Associate Agreement is oneyear from the date of signature by the Associate(subject to reclassication for inactivity or cancel-lation pursuant to Section 10 below). Associatesmust renew their Associate Agreement each yearby paying an annual renewal fee of 25.00 on

or before the anniversary date of their AssociateAgreement. If the renewal fee is not paid within 30days after the expiration of the current term of theAssociate Agreement, the Associate Agreementwill be cancelled. Associates may elect to utilise theAutomatic Renewal Program (ARP

SECTION 3 - OPERATING AN ASEA

BUSINESS

3.1 - Adherence to the ASEA CompensationPlan

Associates must adhere to the terms ofthe ASEA Compensation Plan as set forth in of-


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cial ASEA literature. Associates shall not offer the

ASEA opportunity through, or in combination with,any other system, program, or method of market-ing other than that specically set forth in ofcial

ASEA literature. Associates shall not require or

encourage other current or prospective PreferredCustomers or Associates to participate in ASEAin any manner that varies from the program as setforth in ofcial ASEA literature. Associates shall not

require or encourage other current or prospectivePreferred Customers or Associates to execute anyagreement or contract other than ofcial the ASEA

Agreement and contracts in order to become anASEA Associates or Preferred Customer. Similarly,Associates shall not require or encourage othercurrent or prospective Preferred Customers or As-

sociates to make any purchase from, or paymentto, any individual or other entity to participate in theASEA Compensation Plan other than those pur-chases or payments identied as recommended or

required in ofcial ASEA literature.

3.2 - Advertising

3.2.1 General

All Associates shall safeguard and promote

the good reputation of ASEA and its products. Themarketing and promotion of ASEA, the ASEA op-portunity, the Compensation Plan, and ASEA prod-ucts shall be consistent with the public interest, andmust avoid all discourteous, deceptive, misleading,unethical or immoral conduct or practices.

To promote both the products and the op-portunity ASEA offers, Associates must only usethe sales tools and support materials produced byASEA or as approved by ASEA. ASEA has carefully

designed its products, product labels, Compensa-tion Plan, and promotional materials to ensure thateach aspect of ASEA is fair, truthful, substantiated,and complies with the vast and complex legal re-quirements of English laws.

Accordingly, Associates must submit allwritten sales tools, promotional materials, adver-tisements, and other literature to the Company forapproval. Associate may not use such tools unlesswritten approval is received.

ASEA will not permit Associates to sell salesaids to other ASEA Associates. Associates whoreceive authorisation from ASEA to produce theirown sales aids may not sell such material to anyother ASEA Associate. Associates may make ap-

proved material available to other Associates free ofcharge, but may not charge other ASEA Associatesfor the material.

ASEA further reserves the right to rescind

approval for any sales tools, promotional materials,advertisements, or other literature, and Associateswaive all claims for damages or remuneration aris-ing from or relating to such rescission.

3.2.2 - Internet Advertising

Subject to the provisions of Section 3.2.2(G)herein, Associates may use only a Company Li-censed Website to promote Product or the busi-ness opportunity over the Internet. PromotingProduct or the business opportunity through anunlicensed Internet website is strictly prohibited.Associates that wish to operate a Company Li-censed Website must meet the following criteria:

a. An Associate must enter into a websitelicensing agreement with the Company.

b. All licensed websites are subject to a one-time initial fee of $250 USD and yearlymaintenance fees of $250 USD, on theanniversary date of the websites license ap-

proval. The fees are described in the Inter-net licensing agreement, which is availableupon request. These fees are necessary forthe Company to provide training and per-sonnel to monitor Associate Internet web-sites for compliance with these Policies andProcedures.

c. Licensed websites must be Company-spe-cic and may not advertise, promote, or link

to any other product or opportunity. Howev-

er, all such sites, and any changes thereto,must rst be reviewed and approved by

the Company. If approved, the Associatemust enter into a licensing agreement withthe Company and the site must display aCompany-generated licensed designation.Changes made to the site after obtainingthe initial license require written authorizationfrom a representative of the Companys As-sociate Education & Conduct Department.

d. Associates may not use any key words ormeta tags to advertise any licensed websiteon the Internet if the search words or metatags explicitly or implicitly present illegal orunsubstantiated health or income claims.


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e. Associates must obtain written approvalfrom the Company before initiating anysponsored links on Internet search enginesto direct Internet trafc to a Company Li-censed Website.

f. The Company may revoke the license forany previously approved website at any timeand for any reason, including changes tofederal and local laws and regulations.

g. Associates may promote the business op-portunity and Products on social network-ing sites such as Facebook and Twitter;

video sites such as YouTube and GoogleVideo; and blogging sites such as Blog-

ger (collectively Social Media Sites),without complying with Sections A throughF, provided the following conditions are met:

1. All text, audio and video postings do

not contain Product or income claims.

For Product information, Associates

may refer viewers to their ASEA repli-

cated website, the Company website,

or a Company Licensed Website;

2. Videos posted to Social Media Sites

show the text ASEA Independent As-

sociate for the entirety of the video;

and

4. The Company may monitor the Social

Media Sites for compliance with the

Contract and Associate agrees to im-

mediately remove or modify the Social

Media Sites upon the

Companys request to comply with the

Contract.

3.2.3 - Sales on Online Auction Sites

Prohibited

Associates may not advertise, promote thesale of, or sell or attempt to sell ASEA products onany online auction or classied ad sites including,

without limitation, eBay, Craigs List or Amazon.Violation of this policy may result in any of the disci-plinary sanctions set forth herein including the invol-

untary cancellation of the Associate Agreement.3.2.3.1 - Advertising and Selling Price of

Products on the Internet

Each Associate acknowledges and

agrees that the advertising and sell-

ing of all Products on the Internet may

only be done on a Company Licensed

Website and the advertising and selling

price of all Products on such website

(i) if sold to an applicant, must not belower than the wholesale price of the

Products plus reasonable shipping and

the amount the Company charges for

taxes, handling and the applicant must

also be charged the Associate Starter

Kit fee; and (ii) if sold to a non-applicant

(e.g. Customer, etc.), must not be lower

than the Companys suggested retail

price plus reasonable shipping and the

amount the Company charges for, taxes

and handling of the Product. In con-nection with this Section, the Associate

also agrees that all advertising regard-

ing the price of Products will be truthful

and will not contain misleading state-

ments (e.g. lowest price available

which infers that an Associate is able to

sell the Products at a price lower than

other Associates, etc.). Associate ac-

knowledges and agrees that he or she

shall not advertise or sell any Product

on the Internet which was purchased

from another Associate. Any violation of

this Section by an Associate shall con-

stitute a breach of the Contract and will

be subject to the breach of Contract

procedures set forth herein.

3.2.4 Social Media

Social Media may be used by Associatesprovided any claims made by an Associate are

consistent with those found in ASEA ofcial ma-terials. Associates who elect to use Social Mediamust adhere to all requirements set forth in thissubsection as well as ASEAs policies relating toAdvertising (Section 3.2) and Unauthorized Claims(Section 3.6). As used in these Policies and Proce-dures, Social Media refers to any type of onlinemedia that invites, expedites or permits conver-sation, comment, rating, and/or user generatedcontent, as opposed to traditional media, whichdelivers content but does not allow readers/view-ers/listeners to participate in the creation or devel-opment of content, or the comment or response tocontent. Examples of Social Media include, but arenot limited to, blogs, Facebook, MySpace, Twitter,


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LinkedIn, Delicious, and YouTube.

3.2.4.1 - Associates Are Responsible for

Postings

Associates are personally responsible fortheir postings and all other online activity that re-lates to ASEA. Therefore, even if an Associate doesnot own or operate a blog or Social Media site, ifan Associate posts to any such site that relates toASEA or which can be traced to ASEA, the As-sociate is responsible for the posting. Associatesare also responsible for postings which occur onany blog or Social Media site that the Associateowns, operates, or controls. Any breaches of thesePolicies and Procedures may ultimately lead to the

Company terminating that individuals AssociateAgreement.

3.2.4.2 - Identifcation as an Independent

ASEA Associate

Associates must disclose their full nameson all Social Media postings, and conspicuouslyidentify themselves as independent Associates forASEA. Anonymous postings or use of an alias isprohibited.

3.2.4.3 - Social Media as a Sales andPromotion Forum

Social Media sites are relationship-buildingsites. While building relationships is an importantpart of the sales process, Social Media sites maynot be used as a direct medium for generatingsales or explaining the ASEA income opportunity.Online sales may only be generated from an Asso-ciates ASEA replicated website or the ASEA cor-porate website. Likewise, Associates shall not use

any Social Media site to explain the ASEA Compen-sation Plan or any component of the Compensa-tion Plan. Videos may not be posted to any SocialMedia site unless the video has been approved bythe ASEA Compliance Department.

3.2.4.4 - Deceptive Postings

Postings that are false, misleading, ordeceptive are prohibited. This includes, but is notlimited to, false or deceptive postings relating to the

ASEA income opportunity, ASEAs products andservices, and/or an Associates biographical infor-mation and credentials.

3.2.4.5 - Use of Third Party Intellectual

Property

If an Associate uses the ASEA trade marks,trade names, service marks, copyrights, or intel-lectual property of any third party in any posting,

it is the Associates responsibility to ensure thathe or she has received the proper license to usesuch intellectual property and paid the appropriatelicense fee(s). All third-party intellectual propertymust be properly referenced as the property of thethird-party, and the Associate must adhere to anyrestrictions and conditions that the owner of theintellectual property places on the use of its prop-erty. In any event, licenses to use ASEAs intellectualproperty shall be limited to the term of the Associ-ate Agreement only. All of ASEAs intellectual prop-

erty rights shall at all times remain the property ofASEA and shall never pass to the Associates.

3.2.4.6 - Respecting Privacy

Always respect the privacy of others inpostings. Associates must not engage in gossip oradvance rumours about any individual, company, orcompetitive products or services. Associates maynot list the names or trade names of other individu-als or entities on their postings unless they have the

written permission of the individual or entity that isthe subject of their posting.

3.2.4.7 - Professionalism

All Associates must ensure that postings aretruthful and accurate. This requires fact-checkingall material before posting online. Associates mustalso carefully check postings for spelling, punc-tuation, and grammatical errors. Use of offensivelanguage is prohibited.

3.2.4.8 - Prohibited Postings

Associates may not make any postings, orlink to any postings or other material that:

a. Is sexually explicit, obscene, or pornographic;

b. Is offensive, profane, hateful, threatening,harmful, defamatory, libellous, harassing, ordiscriminatory (whether based on race, eth-nicity, creed, religion, gender, sexual orienta-tion, physical disability, or otherwise);

c. Is graphically violent, including any violentvideo game images;

d. Is solicitous of any unlawful behaviour;


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e. Engages in personal attacks on any indi-vidual, group, or entity;

f. Is in violation of any intellectual propertyrights of the Company or any third party.

3.2.4.9 - Responding to Negative Posts

Associates should not converse with anythird party who places a negative post about theAssociate, other independent Associates, or ASEA.Responding to such negative posts often simplyfuels a discussion with someone carrying a grudgethat does not hold themselves to the same highstandards as ASEA, and therefore damages thereputation and goodwill of ASEA.

3.2.4.10- Social Media Sites with Web-site-like Features

Because some social media sites are partic-ularly robust, the distinction between a social mediasite and a website may not be clear cut. ASEAtherefore reserves the sole and exclusive right toclassify certain social media sites as websites andrequire that Associates using, or who wish to use,such sites adhere to the Companys policies relat-ing to independent websites.

3.2.4.11- Cancellation of an Associates

ASEA Business

If an Associates ASEA business is cancelledor terminated for any reason, the former Associatemust discontinue using the ASEA name, and all ofASEAs trade marks, trade names, service marks,and other intellectual property, and all derivatives ofsuch marks and intellectual property, in any post-ings and all Social Media sites that the former As-

sociate utilised.3.2.5 Trade marks and Copyrights

ASEA will not allow the use of its tradenames, trade marks, designs, or symbols by anyperson, including ASEA Associates, without itsprior, written permission. Associates may not pro-duce for sale or distribution any recorded Companyevents and speeches without prior written permis-sion from ASEA nor may Associates reproduce forsale or for personal use any recording of Company-produced audio or video tape presentations.

3.2.6 - Media and Media Inquiries

Associates must not attempt to respond to

any media inquiries regarding ASEA, its products,or their independent ASEA business. All inquiriesby any type of media must be immediately referredto ASEAs Marketing Department at [email protected]. This policy is designed to assure that accurate

and consistent information is provided to the publicas well as a proper public image.

3.2.7 - Unsolicited Email

ASEA does not permit Associates to sendunsolicited commercial emails unless such emailsstrictly comply with applicable laws and regula-tions including, without limitation, the federal DataProtection Act 1998, the Privacy and ElectronicCommunications (EC Directive) Regulations 2003

(SI 2003/2426) (as amended), the UK Code of Non-broadcast Advertising, Sales Promotion and DirectMarketing (CAP Code). Any email sent by an As-sociate that promotes ASEA, the ASEA opportunity,or ASEA products must comply with the following:

a. There must be a functioning return email ad-dress to the sender.

b. There must be a notice in the email that ad-vises the recipient that he or she may replyto the email, via the functioning return emailaddress, to request that future email solicita-tions or correspondence not be sent to himor her (a functioning opt-out notice).

c. The email must include the Associatesphysical mailing address.

d. The email must clearly and conspicuouslydisclose that the message is an advertise-ment or solicitation.

e. The use of deceptive subject lines and/orfalse header information is prohibited.

f. All opt-out requests, whether received byemail or regular mail, must be honoured. Ifan Associate receives an opt-out requestfrom a recipient of an email, the Associatemust forward the opt-out request to theCompany immediately.

ASEA may periodically send commercialemails on behalf of Associates. By entering intothe Associate Agreement, Associate agrees thatthe Company may send such emails and that theAssociates physical and email addresses will beincluded in such emails as outlined above. Associ-


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ates shall honour opt-out requests generated as aresult of such emails sent by the Company.

3.2.8 - Unsolicited Faxes

Except as provided in this section, Associ-ates may not use or transmit unsolicited faxes or

use an automatic telephone dialling systemrelative to the operation of their ASEA businesses.The term automatic telephone dialling systemmeans 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. The terms unsolic-ited faxes means the transmission via telephonefacsimile or SMS text of any material or informationadvertising or promoting ASEA, its products, itscompensation plan or any other aspect of the com-pany which is transmitted to any person, exceptthat these terms do not include a fax or e-mail:(a) to any person with that persons prior expressinvitation or permission; or (b) to any person with

whom the Associate has an established businessor personal relationship. The term establishedbusiness or personal relationship means a prior

or existing relationship formed by a voluntary twoway communication between an Associates and aperson, on the basis of: (a) an inquiry, application,purchase or transaction by the person regardingproducts offered by such Associate; or (b) a per-sonal or familial relationship, which relationship hasnot been previously terminated by either party.

3.2.9 Other Sales Media

Upon approval from ASEAs Compliancedepartment, ASEA product(s) may be sold and/

or promoted through catalogues, and other masssales mediums, such as magazines, infomercials,television, radio, and other related sales media asapproved by ASEAs Compliance department. Asso-ciates may also advertise with a vehicle wrap, usingimages approved by ASEA. To begin the approvalprocess, please contact [email protected]. NoAssociate may use blind ads on the Internet thatmake product or income claims which are ultimatelyassociated with ASEA products, the ASEA opportu-nity, or the ASEA Compensation Plan.

3.3 - Bonus Buying Prohibited

Bonus buying is strictly and absolutely pro-hibited. Bonus buying includes: (a) the enrolment

of individuals or entities without the knowledgeof and/or execution of an Independent AssociateApplication and Agreement by such individuals orentities; (b) the fraudulent enrolment of an individual

or entity as an Associate or Preferred Customer;

(c) the enrolment or attempted enrolment of non-existent individuals or entities as Associates orPreferred Customers (phantoms); (d) Purchasing

ASEA products on behalf of another Associate orPreferred Customer, or under another Associatesor Preferred Customers I.D. number, to qualify forcommissions or bonuses; (e) purchasing excessive

amounts of goods that cannot reasonably be usedor resold in a month; (f) any other mechanism or

artice to qualify for rank advancement, incentives,

prizes, commissions or bonuses that is not driven

by bona de product purchases by end user con-sumers and/or (g) the enrolment of an individual orentity as an Associate or Preferred Customer usingthe current Associates funds or the current Associ-ate entering into the new Associate Agreement onbehalf of another individual or entity

3.4 - Business Entities

A corporation, partnership or trust (collective-ly referred to in this section as a Business Entity)

may apply to be an ASEA Associate by submittingits Certicate of Incorporation, Partnership Agree-ment or trust documents (these documents arecollectively referred to as the Entity Documents)to ASEA, along with a properly completed BusinessEntity Registration form. An ASEA business maychange its status under the same sponsor from anindividual to a partnership, corporation or trust, orfrom one type of entity to another. There is a 25.00fee for each change requested, which must beincluded with the written request and the completed

Associate Application and Agreement. The BusinessEntity Registration form must be signed by all of theshareholders, partners or trustees. Members of theentity are jointly and severally liable for any indebted-ness or other obligation to ASEA.

To prevent the circumvention of Section 3.26

(regarding transfers and assignments of ASEA busi-ness), if an additional partner, shareholder, member,or other business entity afliate is added to a busi-ness entity, the original applicant must remain as

a party to the original Associate Application andAgreement. If the original Associate wants to termi-nate his or her relationship with the Company, heor she must transfer or assign his or her businessin accordance with Section 3.26. If this process is


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not followed, the business shall be cancelled uponthe withdrawal of the original Associate. All bonusand commission payments will be issued to theoriginal Associate. Please note that the modica-tions permitted within the scope of this paragraph

do not include a change of sponsorship. Changesof sponsorship are addressed in Section 3.5, below.There is a 25.00 fee for each change requested,which must be included with the written request andthe completed Associate Application and Agree-ment. ASEA may, at its discretion, require notarizeddocuments before implementing any changes to anASEA business. Please allow thirty (30) days afterthe receipt of the request by ASEA for processing.

3.4.1 - Changes to a Business Entity

Each Associate must immediately notifyASEA of all changes to type of business entity(including registration or de-registration of the entityor individual for VAT purposes) they utilise in operat-ing their businesses and the addition or removal ofbusiness associates. All changes must be submit-ted by November 30th to become effective for thecalendar year in which the change was made.

3.5 - Change of Sponsor or Placement

To protect the integrity of all marketingorganisations and safeguard the hard work of allAssociates, ASEA strongly discourages changes insponsorship or placement. Maintaining the integrityof sponsorship is critical for the success of everyAssociate and marketing organisation. Accordingly,the transfer of an ASEA business from one sponsorto another or change in placement is rarely permit-ted. Requests for change of sponsorship or place-ment must be submitted in writing to Compliance,

and must include the reason for the transfer. Trans-fers will only be considered in the circumstancesoutlined in the following sections and the decisionwill be at the sole discretion of the Company.

3.5.1 - Mis-Sponsorship

In cases in which the new Associate issponsored by someone other than the individualhe or she was led to believe would be his or herSponsor, an Associate may request that he or shebe transferred to another organisation with his or

her entire marketing organisation intact. Requestsfor transfer under this policy will be evaluated on acase-by-case basis and must be made within three(3) business days from the date of enrolment. TheAssociate requesting the change has the burden

of proving that he or she was placed beneath thewrong sponsor. It is up to ASEAs discretion wheth-er the requested change will be implemented.

3.5.2 - Misplacement

In those instances in which a new Associateis placed in a location in the binary structure thatis different than what either the new Associate orhis or her Sponsor intended (e.g., the new Associ-ate was intended to be placed on the Left but wasmisplaced on the Right), the Associate may requestthat he or she be placed in the correct location.Such a request for transfer pursuant to this policymust be made within three (3) business days fromthe date of enrolment. The Associate requesting

the change has the burden of proving that he orshe was placed in the incorrect location. ASEA willapprove or not approve the change at its discretion.

3.5.3 - Upline Approval

The Associate seeking to transfer submits aproperly completed and fully executed SponsorshipTransfer Form which includes the written approvalof all parties whose income will be affected by thetransfer. Photocopied or facsimile signatures arenot acceptable. All change requests and Associatesignatures must be notarized. The Associate whorequests the transfer must submit a fee of 150.00for administrative charges and data processing. Ifthe transferring Associate also wants to move anyof the Associates in his or her marketing organisa-tion, each downline Associate must also obtain aproperly completed Sponsorship Transfer Form andreturn it to ASEA with the 150.00 change fee (i.e.,the transferring Associate and each Associate in hisor her marketing organisation multiplied by 150.00

is the cost to move an ASEA business.) DownlineAssociates will not be moved with the transfer-ring Associate unless all of the requirements of thisparagraph are met. Transferring Associates mustallow thirty (30) days after the receipt of the Spon-sorship Transfer Forms by ASEA for processing andverifying change requests.

In cases where the appropriate sponsor-ship change procedures have not been followed,and a downline organisation has been developedin the second business developed by an Associ-ate, ASEA reserves the sole and exclusive rightto determine the nal disposition of the downline

organisation. Resolving conicts over the proper

placement of a downline that has developed un-


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der an organisation that has improperly switchedsponsors is often extremely difcult. Therefore,

ASSOCIATES WAIVE ANY AND ALL CLAIMSAGAINST ASEA THAT RELATE TO OR ARISEFROM ASEAS DECISION REGARDING THE DIS-

POSITION OF ANY DOWNLINE ORGANISATIONTHAT DEVELOPS BELOW AN ORGANISATIONTHAT HAS IMPROPERLY CHANGED LINES OFSPONSORSHIP.

3.5.4-Cancellation and Re-application

An Associate may legitimately changeorganisations by voluntarily cancelling his or herASEA Associate Agreement and business andremaining inactive (i.e., no purchases of ASEA

products, no sales of ASEA products, no sponsor-ing, no attendance at any ASEA functions, partici-pation in any other form of Associate activity, oroperation of any other ASEA business) for six (6) full

calendar months. Following the six month period ofinactivity, the former Associate may reapply undera new sponsor. However, ASEA may, at its discre-tion accept or deny the application. The formerAssociates downline will remain in their original lineof sponsorship. Any attempt to cross recruit mayresult in disciplinary actions. ASEA will consider

waiving the six month waiting period only under ex-ceptional circumstances. Such requests for waivermust be submitted to ASEA in writing.

3.6-Unauthorized Claims and Actions

3.6.1-Indemnication

An Associate is fully responsible for all of hisor her verbal and written statements made regard-ing ASEA products and the Compensation Planwhich are not expressly contained in ofcial ASEA

materials. Associates agree to indemnify ASEA andASEAs directors, ofcers, employees, and agents,

and hold them harmless from any and all liabilityincluding direct and indirect losses, judgments, civilpenalties, refunds, attorney fees, court costs, orlost business incurred by ASEA as a result of theAssociates unauthorized representations or ac-tions. This provision shall survive the termination ofthe Associate Agreement.

3.6.2-Product Claims

No claims (which include personal testi-monials) as to therapeutic, curative or benecial

properties of any products offered by ASEA maybe made except those contained in ofcial ASEA

literature. In particular, no Associate may makeany claim that ASEA products are useful in thecure, treatment, diagnosis, mitigation or preventionof any diseases, nor shall make any nutritional orhealth claims. Such statements can be perceived

as medical or drug claims. Not only do such claimsviolate ASEA policies, but they potentially violatelaws and regulations

3.6.3 - Income Claims

In their enthusiasm to enrol prospectiveAssociates, some Associates are occasionallytempted to make income claims or earnings rep-resentations to demonstrate the inherent power ofnetwork marketing. This is counterproductive be-

cause new Associates may become disappointedif their results are not as extensive or as rapid asthe results others have achieved. It is also a breachof the Direct Selling Associations Code of Busi-ness Conduct. The ASEA income potential is greatenough to be highly attractive without reporting theearnings of others.

Moreover, there are laws, Codes andregulations that regulate or even prohibit certaintypes of income claims and testimonials made

by persons engaged in network marketing. WhileAssociates may believe it benecial to providecopies of cheques, or to disclose the earnings ofthemselves or others, such approaches have legalconsequences that can negatively impact ASEAas well as the Associate making the claim unlessappropriate disclosures required by law are alsomade contemporaneously with the income claim orearnings representation. Because ASEA Associatesdo not have the data necessary to comply with thelegal requirements for making income claims, an

Associate, when presenting or discussing the ASEAopportunity or Compensation Plan to a prospec-tive Associate, may not make income projections,income claims, or disclose his or her ASEA in-come (including the showing of cheques, copies ofcheques, bank statements, or tax records).

3.7 Retail Establishments

Except as provided below, Associates maynot sell or promote ASEA products through a retailestablishment. A retail establishment is any xed

location where the primary business is to sell prod-ucts to the public.

3.7.1 - Service Establishments


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Associates may sell the Products throughservice establishments provided that they haveprior written authorisation from ASEA. Theseservice establishments must require a membershipand/or appointment, and the services performed

must be health and wellness related. Advertis-ing in a service establishment is limited to ofcial

ASEA Materials, which may be displayed only inthe private membership and/or appointment areaof the establishment. Such materials may not bedisplayed in waiting rooms and similar, public areas,etc. No Sales Tools or signage may be visible fromthe outside of the establishment.

3.8 - Trade Shows, Expositions and Other

Sales Forums

Associates may display and/or sell ASEAproducts at trade shows and professional exposi-tions. Before submitting a deposit to the eventpromoter, Associates must contact the Associ-ate Support Department in writing for conditionalapproval, as ASEAs policy is to authorize onlyone ASEA business per event. Final approval willbe granted to the rst Associate who submits an

ofcial advertisement of the event, a copy of the

contract signed by both the Associate and the

event ofcial, and a receipt indicating that a depositfor the booth has been paid. Approval is given onlyfor the event specied. Any requests to partici-pate in future events must again be submitted tothe Associate Support Department. ASEA furtherreserves the right to refuse authorization to par-ticipate at any function which it does not deem asuitable forum for the promotion of its products orthe ASEA opportunity. Approval will not be given forswap meets, garage sales, ea markets or farmers

markets as these events are not conducive to the

professional image ASEA wishes to portray.

3.9 - Conicts of Interest

3.9.1 Non-solicitation and

Noncompetition

ASEA Associates are free to participate inother multilevel or network marketing business ven-tures or marketing opportunities (collectively net-work marketing). However, Associates may notdirectly or indirectly recruit other ASEA Associatesfor any other network marketing business. Thisincludes general solicitations on social networkingsite where friends include persons not personallysponsored by the Associate and who are already

ASEA Associates.

If an Associate participates in anotherNetwork Marketing business, they agree to oper-ate their ASEA distributorship entirely separate and

apart from it. Accordingly, if Associates participatein another Network Marketing business, the Associ-ate agrees that they shall not:

a. display any non-ASEA Product(s) and/orSales Aids with, or in the same location asASEA Product(s) and/or Sales Aids, includ-ing web pages;

b. offer any non-ASEA program, opportunity,product, or service in conjunction with theASEA opportunity or Product(s) to prospec-tive or existing Customers or Associates.

c. and not offer any non-ASEA opportunity,products, or services at any ASEA-relatedmeeting, seminar or convention, or withintwo hours and a ve mile (8 kilometres) ra-dius of the ASEA event. If the ASEA meet-ing is held telephonically or on the internet,any non-ASEA meeting must be at least twohours before or after the ASEA meeting, andon a different conference telephone num-ber or internet web address from the ASEAmeeting.

3.9.2 Non-solicitation after

Termination

Following the cancellation of an Associ-ates independent Associate Agreement, and for aperiod of six calendar months thereafter, with theexception of an Associate who is personally spon-sored by the former Associate, a former Associate

may not Recruit any ASEA Associate for anothernetwork marketing business. Associates and theCompany recognize that because network market-ing is conducted through networks of independentcontractors dispersed across the entire UnitedStates and internationally, and business is com-monly conducted via the internet and telephone,an effort to narrowly limit the geographic scope ofthis non-solicitation provision would render it whollyineffective. Therefore, Associates and ASEA agreethat this non-solicitation provision shall apply to all

markets in which ASEA conducts business. Thisshall survive termination of the Agreement.

3.9.3 Denition of Recruit


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For purposes of these Policies and Pro-cedures, the term Recruit means the actual orattempted sponsorship, solicitation, enrolment,encouragement, or effort to inuence in any other

way, either directly, indirectly, or through a third par-

ty, another ASEA Associate to enrol or participatein another multilevel marketing, network marketingor direct sales opportunity or sign a distributor oragency agreement. The conduct described in thepreceding sentence constitutes recruiting even ifthe Associates actions are in response to an inquirymade by another Associate or Preferred Customer.

3.9.4 Trade Secrets

Notwithstanding any other provision of the

Agreement, the Associate shall never use ASEAtrade secrets including but not limited to StratLinkand other condential information, as further de-scribed herein, to solicit, recruit whether directly orindirectly, other ASEA Associates or Customers toany other Network Marketing business.

3.10 - Targeting Other Direct Sellers

ASEA does not condone Associates spe-cically or consciously targeting the sales force of

another direct sales company to sell ASEA prod-ucts or to become Associates for ASEA, nor doesASEA condone Associates solicitation or enticementof members of the sales force of another direct salescompany to violate the terms of their contract withsuch other company. Should Associates engagein such activity, they bear the risk of being sued bythe other direct sales company. If any lawsuit, legalclaim, arbitration or mediation is brought againstan Associate alleging that he or she engaged ininappropriate recruiting activity of its sales force or

customers, ASEA will not pay any of Associates de-fence costs or legal fees, nor will ASEA indemnify theAssociate for any judgment, award, or settlement.

3.11 - Cross-Sponsoring

Associates agree that maintaining the in-tegrity of the line of sponsorship in this multi levelmarketing organisation is fundamental to networkmarketing. Accordingly, the Associate agrees tonot engage in Line Switching, Cross Sponsor-ing, and/or Enticement as set out in the denitions

below. Line Switching means applying for andbecoming an Associate

a. when already an Associate,

b. when holding a benecial interest in anotherAssociateship; and/or

c. when less than six (6) months havepassed since having been an Associate or

having held a beneficial interest in anotherAssociateship.

Cross-Sponsoring means the enrolmentof another Associate (including an Associate whoseAgreement was terminated within the preceding six(6) months or has sponsored or purchased product

in the preceding six (6) months) to a different line of

sponsorship.

Enticement means soliciting, encouraging,offering benets, or in any way aiding another As-sociate to Line Switch and/or Cross-Sponsor.

Associates shall not use a spouses or rela-tives name, trade names, assumed or ctitious

names, legal entities, false government issuedidentication numbers, or ctitious ID numbers to

circumvent this policy.

Because Line Switching, Cross Sponsoring,and Enticement can be detrimental to everybodyinvolved including the Company, the Associate

has an obligation to notify ASEA as soon is rea-sonably possible if they know of or have reason-able grounds to suspect another Associate hasbreached these obligations and covenants.

Should any Associate breach these cov-enants, ASEA may take any or all of the followingactions:

a. termination of the Associate Agreement ofthe Associate(s) in breach;

b. terminate the Associate Agreement(s) ofthe Associate(s) enrolled as a result of LineSwitching (the Second in Time Associate-ship a.k.a SIT); and leave the Associates

enrolled by the SIT in place and not changesponsorship or placement unless extenuat-ing circumstances and fairness compel oth-erwise. However, ASEA is under no obliga-tion to do so and any move and the ultimatedisposition of the organisation remains

within the sole discretion of ASEA.Associates in violation of this policy waive all

claims against ASEA that arise from or relate to thedisposition of such Associateships.


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3.12 - Errors or Questions

If an Associate has questions about or be-lieves any errors have been made regarding com-missions, bonuses, Downline Activity Reports, or

charges, the Associate must notify ASEA in writingwithin 60 days of the date of the purported error orincident in question. ASEA will not be responsiblefor any errors, omissions or problems not reportedto the Company within 60 days.

3.13 - Governmental Approval or Endorsement

Neither governmental bodies or depart-ments approve or endorse any direct selling or net-work marketing companies or programs. Therefore,Associates shall not represent or imply that ASEAor its Compensation Plan have been approved,endorsed or otherwise sanctioned by any govern-ment agency nor by the Direct Selling Association.

3.14 - Holding Applications or Orders

Associates must not manipulate enrolmentsof new applicants and purchases of products. AllAssociate Applications and Agreements, and prod-uct orders must be sent to ASEA within 72 hours

from the time they are signed by an Associate orplaced by a customer, respectively.

3.15 - Identication

If Associates are registered, become regis-tered or become de-registered for VAT purposesthey must immediately inform the Company inwriting. Upon enrolment, the Company will providea unique Associate Identication Number to the

Associate by which he or she will be identied. This

number will be used to place orders, and trackcommissions and bonuses.

3.16 - Income Taxes

Each Associate is responsible for paying alltaxes on any income generated as an IndependentAssociate. The Associate is under an obligation toregister with Her Majestys Revenue and Customsfor all income tax and national insurance purposesupon entering into this Agreement.

3.17 - Independent Contractor Status

Associates are independent contractors,and are not purchasers of a franchise or a busi-ness opportunity. This Agreement between ASEA

and its Associates does not create an employer/employee relationship, agency, partnership, or jointventure between the Company and the Associate.Associates shall not be treated as an employee forhis or her services or for tax purposes. All As-

sociates are responsible for paying all taxes dueincluding income tax and national insurance. TheAssociate has no authority (expressed or implied),to bind the Company to any obligation. Each As-sociate shall establish his or her own goals, hours,and methods of sale, so long as he or she complieswith the terms of the Associate Agreement, thesePolicies and Procedures, and applicable laws.

The name of ASEA and other names as maybe adopted by ASEA are proprietary trade names,

trade marks and service marks of ASEA. As such,these marks are of great value to ASEA and aresupplied to Associates for their use only in anexpressly authorised manner. Use of ASEA nameon any item, including, but not limited to, email ad-dresses, URL and business names, not producedby the Company is prohibited unless otherwise ap-proved by ASEA.

3.18 - Insurance

Associates may wish to arrange insurancecoverage for their business. Homeowners insur-ance policy does not cover business-related injuriesor the theft of or damage to inventory or businessequipment. Contact an insurance broker to makecertain that business property is protected and thatyou have public liability insurance.

3.19 - International Marketing

Because of critical legal and tax consider-ations, ASEA must limit the resale of ASEA, prod-

ucts, and the presentation of the ASEA businessto prospective customers and Associates locatedwithin the United States and U.S. Territories, theUnited Kingdom [the Republic of Ireland and theChannel Islands] and those other countries thatASEA has announced are ofcially opened or

opening for business. Moreover, allowing a fewAssociates to conduct business in markets notyet opened by ASEA would violate the concept ofaffording every Associate the equal opportunity toexpand internationally.

Accordingly, Associates are authorized to sellASEA products and enrol Preferred Customers orAssociates only in the countries in which ASEA hasofcially authorized or announced. ASEA products


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or sales aids cannot be shipped into or sold in anyforeign country that the ASEA has not ofcially an-nounced is opened for business building. In addi-tion, no Associate may, in any unauthorised country:

a. register or notify ASEA products;

b. establish entities representing ASEA;

c. conduct sales, enrolment or trainingmeetings;

d. enrol or attempt to enrol potential custom-ers or Associates; or

e. conduct any other activity for the purpose ofselling ASEA products, establishing a mar-

keting organisation, or promoting the ASEAopportunity.

3.20 - Inventory Loading

Associates must never purchase moreproducts than they can reasonably use or sell toretail customers in a month, and must not inuence

or attempt to inuence any other Associate to buy

more products than they can reasonably use or sellto retail customers in a month.

3.21 - Adherence to Laws

Associates shall comply with all laws andregulations and relevant Codes in the conduct oftheir businesses Associates must obey those lawsthat do apply to them. If a city or county ofcial tells

an Associate that alaw or regulation applies to himor her, the Associate shall be polite and coopera-tive, and immediately send a copy of the ordinanceto the Compliance Department of ASEA.

3.22 - One ASEA Business Per Associate andPer Household

An Associate may operate or have anownership interest, legal or equitable, as a soleproprietorship, partner, shareholder, trustee, or ben-eciary, in only one ASEA business. No individual

may have, operate or receive compensation frommore than one ASEA business.

ASEA deems all persons residing in the

Associates household a Benecial Interest in theirAssociateship. However, if adequate proof can beprovided that another adult who is not a spouse isoperating an distributorship separately, ASEA maywaive this rule until circumstances change.

If an Associate marries another Associate,no effect will be given to the provisions of this sec-tion and the two may maintain separate and inde-pendent distributorships.

If an Associate is receiving the rights to an-others Associateship upon death, ASEA may waivethis policy, subject to the succession rules herein.

3.23 - Actions of Household Members or Ali-

ated Individuals

If any member of an Associates immediatehousehold engages in any activity which, if per-formed by the Associate, would violate any provi-sion of the Agreement, such activity will be deemeda violation by the Associate and ASEA may takedisciplinary action pursuant to these Policies andProcedures against the Associate. Similarly, if anyindividual associated in any way with a corpora-tion, partnership, trust or other entity (collectivelyAfliated Individual) violates the Agreement, such

action(s) will be deemed a violation by the entity, andASEA may take disciplinary action against the entity.

3.24 - Requests for Records

Any request from an Associate for copies of

invoices, applications, downline activity reports, orother records will require a fee of 1.00 per pageper copy. This fee covers the expense of mailingand time required to research les and make copies

of the records.

3.25 - Sale, Transfer or Assignment of an ASEA

Business

Although an ASEA business is a privatelyowned, independently operated business, the sale,

transfer or assignment of an ASEA business is sub-ject to certain limitations. If an Associate wishes tosell his or her ASEA business, the following criteriamust be met:

a. Protection of the existing line of sponsor-ship must always be maintained so that theASEA business continues to be operated inthat line of sponsorship.

b. The buyer or transferee must become aqualied ASEA Associate. If the buyer is an

active ASEA Associate, he or she must rst

terminate his or her ASEA business and waitsix calendar months before acquiring anyinterest in a different ASEA business.


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c. Before the sale, transfer or assignment canbe nalised and approved by ASEA, any

debt obligations the selling Associate haswith ASEA must be satised.

d. The selling Associate must be in goodstanding and not in violation of any of theterms of the Agreement in order to beeligible to sell, transfer or assign an ASEAbusiness.

e. The business that is being sold must haveachieved the Paid-As Rank of Gold Executive(or higher) for a period of two consecutiveweeks prior to the date of the submission ofthe Sale/Transfer of ASEA Business form.

[60 days] prior to selling an ASEA business,

the selling Associate must notify ASEAs AssociateSupport Department in writing of his or her intentto sell the ASEA business by submitting a Sale/Transfer of ASEA Business form together with thetransfer fee of 150. ASEAs prior written approvalis necessary before an Associate can sell an ASEAbusiness, and such approval is at the sole discre-tion of ASEA. No changes in line of sponsorshipcan result from the sale or transfer of an ASEA

business. An Associate may not sell, transfer orassign individual business centres; if a business issold, transferred or assigned, all business centresmust be included in the transaction.

3.26 - Separation of an ASEA Business

ASEA Associates sometimes operate theirASEA businesses as husband-wife partnerships,regular partnerships, corporate entities, or trusts. Inthe event that such a marriage ends in divorce or acorporate entity, partnership or trust (the latter three

entities are collectively referred to herein as enti-ties) is dissolved, arrangements must be made toassure that any separation or division of the busi-ness is accomplished so as not to adversely affectthe interests and income of other businesses upor down the line of sponsorship. If the separatingparties fail to provide for the best interests of otherAssociates and the Company in a timely fashion,ASEA will terminate the Associate Agreement.

During the divorce or entity dissolution pro-

cess, the parties must adopt one of the followingmethods of operation:

a. One of the parties may, with consent of theother(s), operate the ASEA business pursu-

ant to an assignment in writing whereby therelinquishing spouse, shareholders, partnersor trustees authorize ASEA to deal directlyand solely with the other spouse or non-relinquishing shareholder, partner or trustee.

b. The parties may continue to operate theASEA business jointly on a business-as-usual basis, whereupon all compensationpaid by ASEA will be paid according to thestatus quo as it existed prior to the divorceling or dissolution proceedings. This is the

default procedure if the parties do not agreeon the format set forth above.

Under no circumstances will the Downline

Organisation of divorcing spouses or a dissolvingbusiness entity be divided. Similarly, under no cir-cumstances will ASEA split commission and bonuscheques between divorcing spouses or membersof dissolving entities. ASEA will recognize only oneDownline Organisation and will issue only one com-mission cheque per ASEA business per commis-sion cycle. Commission cheques shall always beissued to the same individual or entity. In the eventthat parties to a divorce or dissolution proceedingsare unable to resolve a dispute over the disposition

of commissions and ownership of the business in atimely fashion as determined by the Company, theAssociate Agreement shall be terminated by theCompany.

If a former spouse has completely relin-quished all rights in the original ASEA businesspursuant to a divorce, he or she is thereafter freeto enrol under any sponsor of his or her choosingwithout waiting six calendar months. In the caseof a business entity being dissolved, the former

partner, shareholder, member, or other entity af-liate who retains no interest in the business must

wait six calendar months from the date of the nal

dissolution before re-enrolling as an Associate. Ineither case however, the former spouse or businessafliate shall have no rights to any Associates in

their former organisation or to any former retail cus-tomer. They must develop the new business in thesame manner as would any other new Associate.

3.27 - Sponsoring

All active Associates have the right to spon-sor and enrol others into ASEA. Each prospectivePreferred Customer or Associate has the ultimateright to choose his or her own Sponsor. If two Asso-


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ciates claim to be the Sponsor of the same new As-sociate or Preferred Customer, the Company shallregard the rst application received by the Company

as controlling the account of the new Associate.

3.28 - Succession

An Associate may provide in his or her willthat his or her independent ASEA business willpass to his or her heirs. The Company will honoursuch bequests provided it is provided with appro-priate documentation establishing the right of thedeceased Associates heirs to the business and theheir or heirs complete an ASEA Associate Agree-ment and submit it to the Company. Otherwise,the Associate Agreement will be terminated by the

Company. If an Associate is incapable of operatinghis or her independent ASEA business due to inca-pacity, the agent, guardian, or trustee of the inca-pacitated Associate may operate the incapacitatedAssociates business on behalf of the incapacitatedAssociate upon the submission of appropriate legaldocuments to the Company. The authorised agent,guardian or trustee, must submit documents to theCompany establishing his or her authority to act onbehalf of the incapacitated Associate and proof ofsuch Associates incapacity.

3.29 - Telemarketing Techniques

English and European laws including theData Protection Act 1998, the Privacy and Elec-tronic Communications (EC Directive) Regulations2003 (SI 2003/2426) (as amended), and the CAP

Code restrict telemarketing practices and prohibitspamming.. Although ASEA does not considerAssociates to be telemarketers in the traditionalsense of the word, laws and regulations prevent

individuals and companies from unsolicited directmarketing including but not limited to calling orcontacting anyone on the Telephone PreferenceService, Fax Preference Service, Mail PreferenceService and E-mail Preference Service lists andbreaches of such laws and regulations can lead tocriminal prosecutions.

Therefore, Associates must not engage intelemarketing, spamming and mass mailings in theoperation of their ASEA businesses. The term tele-marketing means the placing of one or more tele-phone calls, SMS texts, spamming via fax or emailor mass un-consented postings to an individual orentity to induce the purchase of an ASEA product,or to recruit them for the ASEA opportunity. Cold

calls made to prospective customers or Associ-ates that promote either ASEAs products or theASEA opportunity constitute telemarketing and areprohibited. However, a telephone call(s) placed to aprospective customer or Associate (a prospect) is

permissible under the following situations:

a. If the Associate has an established businessrelationship with the prospect. An estab-lished business relationship is a relation-ship between an Associates and a prospectbased on the prospects purchase, rental,or lease of goods or services from the As-sociate, or a nancial transaction between

the prospect and the Associate, within theeighteen (18) months immediately preced-

ing the date of a telephone call to induce theprospects purchase of a product or service.

b. The prospects personal inquiry or applicationregarding a product or service offered by theAssociate, within the three (3) months imme-diately preceding the date of such a call.

c. If the Associate receives written and signedpermission from the prospect authorisingthe Associate to call. The authorisation must

specify the telephone number(s) which theAssociate is authorised to call.

d. The Associate may call family members,personal friends, and acquaintances. Anacquaintance is someone with whom theAssociate has at least a recent rst-hand

relationship within the preceding threemonths. However, if the Associate engagesin card collecting, and contacting suchindividuals this may be considered a form of

unsolicited direct marketing in breach of thelaws and regulations. If an Associate en-gages in calling acquaintances, they mustmake such calls on an occasional basis onlyand not make this a routine practice.

In addition, Associates shall not use au-tomatic telephone dialling systems relative to theoperation of their ASEA businesses. The termautomatic telephone dialling system means equip-ment which has the capacity to: (a) store or producetelephone numbers to be called, using a random orsequential number generator; and (b) to dial such

numbers.


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SECTION 4 - RESPONSIBILITIES OF

ASSOCIATES

4.1 - Change of Address, Telephone, and E-

Mail Addresses

To ensure timely delivery of products, sup-port materials, and commission cheques, it iscritically important that the ASEAs les are current.

Street addresses are required for shipping. Asso-ciates planning to change their e-mail address ormove must send their new address and telephonenumbers to ASEAs Corporate Ofces to the atten-tion of the Associate Support Department. To guar-antee proper delivery, two weeks advance noticemust be provided to ASEA on all changes.

4.2 - Continuing Development Obligations

4.2.1 - Ongoing Training

Any Associate who sponsors another As-sociate into ASEA must perform a bona de role of

providing regular assistance and training function toensure that his or her downline is properly operat-ing his or her ASEA business. Associates must haveongoing contact and communication with the Asso-ciates in their Downline Organisations. Examples ofsuch contact and communication may include, butare not limited to: newsletters, written correspon-dence, personal meetings, telephone contact, voicemail, electronic mail, and accompanying downlineAssociates to ASEA meetings, training sessions,and other functions. Upline Associates are alsoresponsible for motivating and training new Associ-ates in ASEAs product knowledge, effective salestechniques, the ASEA Compensation Plan, andcompliance with Company Policies and Procedures.

Communication with and the training of downlineAssociates must not, however, violate Section 3.2(regarding the development of Associates-producedsales aids and promotional materials).

Associates should monitor the Associatesin their Downline Organisations to guard againstdownline Associates making improper earnings,product or business claims, or engaging in any il-legal or inappropriate conduct.

4.2.2 - Increased Training Responsibilities

As Associates progress through the variouslevels of leadership, they will become more experi-enced in sales techniques, product knowledge, andunderstanding of the ASEA program. They will be

called upon to share this knowledge with lesser ex-perienced Associates within their organisation andAssociates agree to provide such cooperation.

4.2.3 - Ongoing Sales Responsibilities

Regardless of their level of achievement, As-sociates have an ongoing obligation to continue topersonally promote sales through the generation ofnew customers and through servicing their existingcustomers.

4.3 Non-disparagement

ASEA wants to provide its independentAssociates with the best products, compensa-tion plan, and service in the industry. Accordingly,

ASEA values constructive criticisms and com-ments. All such comments should be submittedin writing to the Associate Support Department.While ASEA welcomes constructive input, nega-tive comments and remarks made in the eld by

Associates about the Company, its products, orcompensation plan serve no purpose other than tosour the enthusiasm of other ASEA Associates. Forthis reason, and to set the proper example for theirdownline, Associates must not disparage, demean,or make negative remarks about ASEA, other ASEAAssociates, ASEAs products, the Compensationplan, or ASEAs directors, ofcers, or employees.

4.4 - Providing Documentation to Applicants

Associates must always provide the mostcurrent version of the Policies and Procedures andthe Compensation Plan to individuals whom theyare sponsoring to become Associates before theapplicant signs an Associate Agreement. Additionalcopies of Policies and Procedures can be down-

loaded from ASEAs website.

4.5 - Reporting Policy Violations

Associates observing a Policy violation byanother Associate should report the violation direct-ly to the attention of the ASEA Compliance Depart-ment by sending an email to [email protected] of the incidents such as dates, number ofoccurrences, persons involved, and any supportingdocumentation should be included in the report.

SECTION 5 - SALES REQUIREMENTS

5.1 - Product Sales


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The ASEA Compensation Plan is basedon the sale of ASEA products to end consumers.Associates must full personal and Downline Or-ganisation retail sales requirements (as well as meetother responsibilities set forth in the Agreement) to

be eligible for bonuses, commissions and advance-ment to higher levels of