TERMS OF AGREEMENT Section 1- Membership 1.1 To become a RH Entrepreneur (Member) you shall meet the following requirements: 1.1a Member must be of legal age in the state, territory or country of their domicile; 1.1b Have a Sponsoring Member from the Real Health Lifestyle In. Inc. (Company); 1.1c Complete the on-line Registration Form on the official website of the Company; 1.1d Purchase a Business Kit. 1.2 A Member will be given Business Kit/s (BK) dependent on the type of Kit used to register. 1.2a A Member’s Kit may entitle an individual to one or more Business Kit/s depending on the individual’s entry to the Company. 1.3 For registrations other than for a natural person, all legal documents along with stockholder details and board resolution for applying legal entity shall be produced. They shall be submitted within 10 days from the date of registration to the particular Company’s Headquarters. The Company has sole discretion to hold commission, terminate registration upon failure to submit specified document within 30 calendar days from date of registration. 1.4 In the event of any changes in Directorships or Shareholder in said entities, they shall immediately inform the Company the change(s) and the Company shall have the right at its sole discretion to terminate or confirm their Membership. 1.5 If an individual submits multiple on-line Registration Forms which list different sponsors, only the first completed registration received by the Company will be accepted. 1.6 The individual will only be a Member if his registration is received and accepted by the Company. The Company has the right to accept or decline any registration at its sole discretion. In the case of rejection, a notice will be given to the individual with refund dependent on the completeness of the kit. 1.7 An individual or entity may not apply as a Member using a fictitious or assumed name. Section 2 – Independent Contractor 2.1 A Member is an independent contractor having the rights and obligations conferred by these terms of agreement and the P&P (Policies and Procedures) Manual to promote or market the products of the Company. 2.2 A Member is not a franchisee, partner, employee, agent or Representative of the Company. He has no right to and shall not represent himself as such. The relationship between a Member and the Company is wholly governed by these terms of agreement and the P&P of the Company. Any breach of this clause on the part of the Member is a serious breach of these Terms of Agreement and may result in the immediate termination of his Membership. 2.3 A Member is not an employee of the Company. Any costs he incurs in the development of his business are at his own expense. He shall not be entitled to seek reimbursement from the Company. 2.4 Similarly, the Company is not responsible for payment or co-payment of any employee benefits for its Members. Members are responsible for their own liability, health disability and workmen’s compensation insurance, etc. Section 3 - Member’s Rights and Obligations 3.1 Non-exclusivity A Member has a non-exclusive right to market and promote products of the Company. There are no geographical limitations existing on sponsoring or selling country; provided, however, that the Company reserves the right not to sell products or services in any states, territories or countries. 3.2 Right to sponsor Only a Member has a right to sponsor another new Member to the Company and enjoys the benefits under the Company’s Compensation Plan for doing so. When sponsoring a new Member to the Company, the sponsoring Member shall give the persons whom he intends to sponsor a copy of the Terms and Agreement, and the details of the Compensation Plan. 3.3 Rights to Company Literatures & Communication etc. & to participate in Company Functions Members may receive periodic literature and other communication from the Company. They will also be invited to, and upon payment of appropriate charges if applicable, participate in Company-sponsored support, service, training, motivational and recognition functions. They may also be invited to participate in promotional and incentive contests and programs sponsored by the Company for its Members. 3.4 No right to represent the Company Members have no right to negotiate or conclude any contract on behalf of the Company. Nor shall he hold himself out as having such a right. He shall not represent himself as Agent, Representative or employee of the Company. 3.5 Obligation for personal promotion Members have an ongoing obligation to continue to personally promote sales through the introduction of new Members to the Company and through servicing their existing Members. 3.6 Obligations to Sponsored Members Any Member who introduces another Member to the Company is highly recommended to perform a bona fide assistance and training function to ensure that his sponsored Member is properly operating and conducting his business. It is both to the advantage of the Sponsor and their sponsored members to have ongoing contact and communication. Members must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective Members. Nor may Members use their own incomes, or other Member’s income as indications of the success assured to others. Commission checks shall not be used as marketing materials. Members shall not guarantee commissions or estimate expenses to prospects. 3.7 Cross Lining No Member may sponsor or attempt to sponsor another Member from a different line of sponsorship to “switch” to another line of sponsorship. 3.8 Breach of Security All Members have a responsibility to maintain the network integrity of the Company. Any Member who is found attempted “hacking” into or interfering or tampering with the Company’s database or any part of the Company’s computer system (hardware and/or software) or attempting to do any of the aforesaid acts without the proper authorization shall be liable to immediate termination of his Membership. They shall also be liable for all consequential damages and losses of the Company. 3.9 Legal Compliance Members must comply with all laws, statutes, regulations and ordinances concerning the operation of their business. Section 4 - Bonuses 4.1 Qualification for bonuses A Member must be active and in compliance with the Agreement, P&P and the Compensation Plan and has purchase one (1) box of Real Wheat for the month in order to qualify for the following month’s incentives and bonuses. So long as a Member is entitled under the Compensation Plan to receive bonuses, the Company shall compute and pay bonuses to the Member in accordance with the Compensation Plan. Members must consult the Compensation Plan for a detailed explanation of the benefits, commissions and bonuses structure and the corresponding requirements. Bonuses are paid only on the sale of the company products. No bonus is paid on the purchase of the Company’s sales materials and literature or for referring other Members. Bonuses are calculated for each individual business unit. 4.2 Each RHI number will not exceed the P50, 000.00 a week payout inclusive of the Direct, Matching and Lifetime Bonuses. The company has the right to acquire these excesses and be classified as additional company gains. 4.3 Commission Summary The Company reserves the right to charge a processing fee when issuing electronic or paper Commission Summary requested by Members. 4.4 Payment of Commission All commissions and/or bonuses a Member earns will be credited to his RHC Account. The Member can give instruction to the Company for the payment out of his RHC Account by way of commission check, E-Wallet purchase, Bank Account subject to corresponding processing and bank charges. 4.5 Unclaimed Commissions and/or Bonuses Members must deposit or cash commission check within six (6) months from their date of issue. A check that remains un-cashed after six (6) months will be made void. After a commission check has been void and if the Member who holds that void commission check requests the Company to reissue another commission check to replace the void one, the Company shall be entitled to charge that Member a processing fee for reissuing a commission check. The processing fee shall be deducted from the balance owed to the Member. 4.6 Set off The Company shall have the right to set off any debt(s) a Member owes to the Company against his bonuses and/or commissions. Section 5 - Resignation, Suspension and Termination 5.1 Resignation A Member may voluntarily terminate his Membership by not renewing or by sending thirty (30) days written notice of such resignation or determination to the Company. Voluntary resignation is effective upon receipt of such notice by the Company. 5.2 Suspension A Member may be suspended for violating any term of the Agreement, P&P, the Compensation Plan and/or any other relevant documents produced by Company. When a decision is made to suspend a Member, the Company will inform the Member in writing of the decision , the effective date of the suspension, the reason(s) for the suspension and the steps necessary to remove such suspension (if any). The suspension notice will be sent to the Member’s “e-mail address on file” pursuant to the notice provisions contained in the P&P. Such suspension may or may not lead to termination of the Member as so determined by Company at its sole discretion. If the Member wishes to ask the Company to review the decision, he shall make such a request in writing to the Company within thirty (30) days from the date of the suspension notice. The Company will review and consider the suspension and notify the Member via e-mail of its decision within thirty (30) days from the date of the receipt of the Member’s written request. The Company will thereafter not further review its own decision. The Company may take certain action(s) during the suspension period, including, but not limited to, the following: 5.2a Prohibiting the Member from holding himself as Member or using any of Company’s proprietary marks and/or materials; 5.2b Withholding Bonuses due to the Member during the suspension period; 5.2c Prohibiting the Member from purchasing services and products from the Company; and/or; 5.2d Prohibiting the Member from sponsoring new Members, contacting current Members or attending meetings of Members. If the Company, at its sole discretion, determines that the violation which caused the suspension is continuing, and has not satisfactorily been resolved or a new violation involving the suspended Member has occurred, the suspended Member may be terminated. 5.3 Termination Dependent upon the seriousness of the violation, a Member may be immediately terminated for violating the terms of the Agreement, P&P, Compensation Plan and/or any other relevant documents produced by the Company. The Company may, at its sole discretion, terminate a violating Member without placing the Member on suspension. When the decision is made to terminate a Member, the Company will inform the Member/ Member in writing to the email address in the Member’s file that the termination has occurred. If a Member wish to ask the Company to review the decision to terminate, he shall make such a request to the Company in writing within thirty (30) days from the date of notice of termination. If no such request is received by the Company within the thirty (30) day period, the termination will automatically be deemed final. If a Member files a timely written request, the Company will review the decision and notify the Member of the result of the review within thirty (30) days after receipt of the Member’s request. Thereafter, the Company will not further review its decision. In the event the termination decision is not reversed, the termination will remain effective as of the date stated in the original termination notice. 5.4 Effects of Resignation, Suspension and Termination After resignation, the former Member shall not further represent himself as Member of the Company and shall cease to use any materials bearing the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any products, plan or program of the Company. He shall have no rights to enjoy any benefits under the P&P and the Compensation Plan. If a Member is suspended, he shall not before the removal of his suspension, further represent himself or hold himself out as Member of the Company. Nor shall he use any materials bearing the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any products, plan or program of the Company. He shall have no rights to enjoy any benefits under the Agreement, P&P and/or the Compensation Plan. But he shall be allowed to retain his BUs pending the final resolution of his case. Any commissions and/or bonuses payable to him should he not be suspended shall be retained by the Company. If the suspension of the Member is subsequently removed, all outstanding commissions and/or bonuses shall be paid to the Member. However, if the Member is subsequently terminated, the termination shall be treated as effective from the effective date of the suspension and all rebates and/or bonuses retained as aforesaid by the Company shall be forfeited forthwith to the Company. Immediately upon termination, the terminated Member: 5.4a Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of the Company. 5.4b Must cease representing himself as a Member of the Company; 5.4c Loses all rights to his Member position in the Compensation Plan and to all future commissions and earnings resulting there from; 5.4d Must take all actions reasonably required by Company relating to protection of Company's confidential information. Company has the right to set off any amounts owed by the Member to the Company including, without limitation, any indemnity obligation incurred pursuant to Section 9.15 (Indemnity) herein, from commissions or other compensation due to the Member. 5.5. Re-registration A Member who resigns or determinates his Membership may reapply as a new Member but such re-registration will only be considered six (6) months after resignation. The acceptance of any re-registration of a terminated Member shall be at the sole discretion of Company. Section 6 - Transfer of Membership or Membership 6.1 Acquisition of Membership No transfer of Membership shall be allowed. 6.2 Acquisition of Membership Except as expressly set forth herein, a Member may not sell, assign or otherwise transfer his Membership (or any rights thereof) to another Member or to any person. Notwithstanding the foregoing and paragraph (c) below. 6.2a No transfer of Membership shall be allowed within twelve (12) calendar month period from the date of the registration of the Member. In the event of a transfer, a Member has to transfer all his BUs, i.e. the entire Membership, to the transferee without exception. 6.2b Any Member desiring to acquire the Membership of another Member or any interest therein must first terminate his Membership and wait twelve (12) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by the Company in advance. 6.2c Members may not sell, assign, or transfer his Membership (or any right thereto) without the prior written approval of the Company: The selling Member and/or the prospective purchaser must provide the Company with a copy of all documents which detail the transfer, including, without limitation, the name of the purchaser, the purchase price and terms of purchase and payment; An office administration transfer fee of Php1,500.00 must accompany the transfer documents; The Membership transfer agreement must contain a condition made by the selling Member for the benefit of the proposed purchaser not to compete with the proposed purchaser or attempt to divert or sponsor any existing Member for a period of one (1) year from the date of the sale or transfer; and; Upon a sale, transfer or assignment being approved in writing by the Company, the purchaser must assume the position and terms of the Agreement of the selling Member and must execute a current Registration Form and all such other documents as required by the Company. The Company reserves the right, at its sole discretion, to stipulate additional terms and conditions prior to approval of any proposed sale or transfer. The Company reserves the right to disapprove any sale or transfer. 6.3 Any sale, assignment, or transfer of Membership or any interest therein not complying with the above requirements will not be accepted or recognized by the Company. 6.4 No transfer, assignment, or sale of Membership will be allowed if the transferor, assignor, or selling Member has not fully paid for products he has ordered from the Company. 6.5 Transfer of a Membership to one’s sponsored Member is not allowed. 6.6 If it is determined, at the Company's sole discretion, that a Membership was transferred in an effort to circumvent compliance with the Agreement, the P&P and/or the Compensation Plan, the transfer will be declared null and void. The Company may at its sole discretion, take appropriate action(s), including but without limitation, terminating the transferring Member’s Membership.
I have read, understood and hereby agree to the Terms and Condition stated herein
© 2010 Copyright RHC International Corporation. All Rights Reserved. Ver 2010.10.12.16.53