TERMS AND CONDITIONS



SECTION 1 – PRIVACY WARNING

PRIVACY WARNING

In accordance with the provisions of the Federal Law on Protection of Personal Data held by Individuals and in recognition of the right of informational self-determination of personal data, we will inform you of the content of our privacy notice here. You acknowledge that by entering or giving us, regardless of the medium, any personal data, or if any personal data that could be considered sensitive-. You are giving your consent for them to be used by VIVRI Comercializadora, S. de RL (Hereinafter "VIVRI" or the "Company") located at Av. Lazaro Cardenas No. 4070-B, Colonia Camino Real, Zapopan, Jalisco, Mexico, CP 45040, unless you state your opposition under the procedure underlined below.

The personal data held by VIVRI may be used for the purpose of:

· Compliance with contractual obligations.

· Statistics and evaluation of service quality.

· Tell you about products and services or future that we consider of interest.

· Sending advertising, promotions and newsletters.

· Changes in products and services.

· Identify it in any kind of legal or business relationship with VIVRI or its affiliates.

VIVRI has taken reasonable measures to ensure that personal data is secure in a technical, physical and administrative form, as well as restricted and limited personnel requiring access to them in performance of their duties; consequently we inform:

a) That this privacy notice covers and applies to each and every piece of personal data ( "the Information") from you that could have, including but not limited to the following: official ID, name, address , phone, email, nationality, official identification numbers, tax identification ( "RFC"), Unique Population Registry Code ( "CURP"), marital status, level of education, income, etc., with the possibility of having data that could or could not be considered sensitive; and that you have provided or provide VIVRI by any means known or unknown, including, without limitation, email, website or online services, fax, filling out forms, phone calls, contracts, mail, business cards, etc.

b) that "information" will only be used for the purposes listed on the lines above.

c) To exercise the rights of rectification, and access, cancellation Opposition (ARCO rights, as defined by applicable law) as well as the disclosure rights, limitation or revocation of consent to use; You must: (i) file a written request with acknowledgment by VIVRI or (ii) send your application by registered mail addressed to the Legal Department of VIVRI located on Avenida Lazaro Cardenas 4070-B number, Colonia Camino Real , CP 45040 Zapopan, Jalisco, Mexico. The application must contain at least the following information:

(i) Name of the owner of the information.

(ii) Domicile.

(iii) Documents proving the personality or representative of the owner of the information.

(iv) Description of the information on which it intends to exercise any right ARCO.

(v) Any other item to allow the retrieval of personal data and addressing and resolving the request.

d) That VIVRI will have a maximum of 20 working days from the date of receipt of the request to tell if it is appropriate. If so, VIVRI will have 15 days to fulfill your request.

In accordance with the provisions of the Federal Law on Protection of Personal Data Held by Individuals, VIVRI is limited in Mexico to put "information" available to its subsidiaries only; or, to unrelated third parties but holding on at all times to the aforementioned objectives and content of this Privacy Notice. You acknowledge that by not their explicit opposition is tacitly authorizing transfer VIVRI "Information" not always related to others as VIVRI give knowledge of third parties the terms contained in this notice.

This Privacy Policy may be changed without notice to comply with changes in the current regulations, internal policies VIVRI and / or any other cause. Any changes will be published on this site; we recommend from time to time to review the content and terms of this notice or visit our Web site www.vivri.com.

SECTION 2 - INTRODUCTION

2.1 - Policies and Compensation Plan Incorporated in the Leader Agreement

These Policies and Procedures, in their present form and as they may be amended at the sole discretion of VIVRI in compliance with the provisions of this section are incorporated in and form an integral part of the Distribution Agreement Companies Independent VIVRI (hereinafter the "Agreement"). Throughout these Policies, when the term contract is used "refers collectively to the Application and Distribution Sale Contract Independent VIVRI, Policies and Procedures present, the Compensation Plan VIVRI, the Annex Business Entity VIVRI (only applicable to commercial entities applying to become a leader, in accordance with the provisions of these Policies and Procedures), Privacy Policy for Replicated Web Site Lead Independent VIVRI and Rules of the Distribution Centers, Clubs or other independent business entities that distribute products VIVRI. These documents are incorporated by reference Agreement (all in their current form and as modified by VIVRI).

2.2 – The Changes in the Contract

VIVRI reserves the right to change contract as well as their products and prices thereof, including but not limited to adding a fee for the replicated website and / or use of Back-Office, in its sole and absolute discretion. By running the Contract Leader, a leader committed to abide by all amendments or modifications made by VIVRI. The amendments will be effective 30 days after publication of the notice and the publication of the amended provisions. Notification of amendments and amendments themselves will be published in the Back-Office Leaders. Leaders must accept any change or amendment to the Contract either expressly, by sending a written statement to VIVRI or tacitly, at the time Leaders send VIVRI a purchase order after the publication of any amendment to the Contract.

2.3 - Divisible Policies and Provisions

If any provision of the Agreement, in its current form or as may be modified, is invalid or unenforceable for any reason, only the portion(s) invalid of the provision will be separated and other terms and conditions shall continue in full force and effect. The separated part of the arrangement, or portion thereof, shall be reformed to reflect the purpose of the provision as clearly as possible.

2.4 - Resignation

Under no circumstances will it be understood that the Company waives its right to insist on compliance with the Agreement and applicable laws governing the conduct of a company. No failure or omission of VIVRI to exercise any right or insist upon strict compliance by a leader with any obligation or provision of the Agreement and applicable law, and no custom or practice of the parties at variance with the terms of the Contract, shall constitute a waiver of VIVRI to demand exact compliance with the Agreement. The existence of any claim or cause of action against a VIVRI from a leader does not constitute a defense to the requirement VIVRI of any term or provision of the Agreement.


SECTION 3 – Becoming a Leader


3.1 – Requirements for Becoming a Leader

To become a VIVRI leader, each applicant must:

  1. Be at least 18 years of age at the time of signing and submitting your application to VIVRI;

  2. Be a resident in Mexico for tax purposes;

  3. Participate in basic training for VIVRI Leaders;

  4. Submit the Application and Distribution Agreement Independent VIVRI duly completed;

  5. Provide the RFC and CURP VIVRI. Failure to be registered with the RFC, the Leader VIVRI expressly authorizes VIVRI to enroll in that register.

  6. sign and return the original application and VIVRI Independent Distributor Agreement along with copy of a valid photo ID

3.2 – Business Kits and Product Purchases

Nobody is required to purchase VIVRI products to become a leader. However, in order to familiarize new leaders with VIVRI products, services, sales support and other issues, the company recommends purchasing an optional Home Kit.

3.3 – Leader Benefits

Once an Application and Agreement has been accepted by VIVRI, the benefits of the Compensation Plan and the Contract Leader are available for the new leader. These benefits include the right to:

3.4 - Term and Renewal of Your VIVRI Business

The Agreement is effective until: (a) either voluntarily canceled by the Leader; (B) the Leader does not meet the minimum volume of repurchase needed to remain active under the Compensation Plan VIVRI for six consecutive months; or (c) the contract is voluntarily canceled by the Company.



SECTION 4 – RUNNING A VIVRI BUSINESS

4.1 - Marketing Methods and Tools Created by a Leader

Leaders must adhere to the terms of the VIVRI Compensation Plan as set forth in the oficial VIVRI literature. Leaders will not offer the VIVRI business opportunity through, or in combination with any other system, program, sales tools, or method of marketing that is not specifically stated in the official VIVRI literature. Leaders should not require or encourage other current customers or potential leaders to execute any agreement or contract other than official VIVRI agreements and contracts in order to become a VIVRI leader. Similarly, leaders do not require or encourage other current or potential leaders or clients to make any purchase or payment to any individual or other entity to participate in the Compensation Plan VIVRI, except for purchases or payments identified as recommended or required in official VIVRI literature.

4.2 – Publicity

General

All leaders must protect and promote the good reputation of VIVRI and their products. The marketing and promotion of VIVRI, the VIVRI opportunity, the Compensation Plan, and the VIVRI products should avoid incorrect, misleading, unethical or immoral practices.

To promote both the products and services, such as the great opportunity VIVRI offers, unless specifically indicated otherwise, the Leaders can only use marketing methods, training methods, literature, advertising and promotional material and replicated web sites ( "sales Tools") produced and provided by VIVRI. The Company has carefully designed its products, product labels, Compensation Plan and sales tools to ensure they are promoted fairly and truthfully, which are substantiated, and the material meets the legal requirements of federal and state laws. Consequently, leaders must not produce their own sales tools.

Approved sales tools will be published in the section of the document library in the Leader’s Back-Office and made available to all Leaders for free. If a leader has an idea for a sales tool, he or she can present it to the Company. It is at the discretion of the Company if the Sales Tools will be developed and provided to the sales force. Leader submitted Tool Sales Company waives any claim for any remuneration for such use and gives VIVRI an irrevocable license to use the sales tool that the company deems appropriate.

Trademark and Copyright

The name "VIVRI" and other names as may be adopted by VIVRI are trade names, trademarks and service marks of VIVRI. As such, these marks are of great value and are given VIVRI Leaders license for use only in an expressly authorized manner. VIVRI does not allow the use of its trade names, trademarks, designs or symbols, or any derivative of such marks by any person, including VIVRI leaders in any unauthorized manner without written permission from VIVRI.

The contents of all company sponsored events are copyright material. Leaders can not produce or distributed for any event or recorded speech of the Company without the prior written consent of VIVRI, nor may reproduce for sale or for personal use any recording audio or video presentations produced by the Company .

As a leading independent, you can only use the name "VIVRI" as follows:

Leader Name

Independent VIVRI Leader

Example:

Alice Smith

Independent VIVRI Leader

Leaders can not use the name VIVRI alone or together with any geographic location without the leading independent name or acronym LIV attached to it without the prior approval of the Company. Any questions or approvals must be sent to publicaciones@VIVRI.com

Logo for Independent VIVRI Leader

If you use a VIVRI logo in any communication, you must only use the version of the logo for Independent VIVRI Leaders available in your back office.

Media and Media Inquiries

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

Unsolicited Emails

VIVRI does not allow leaders to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations. Any email sent by a leader who promotes VIVRI, the VIVRI opportunity, or VIVRI products and services must meet the following:

VIVRI may periodically send commercial emails on behalf of the leaders. To accept the Leader, the Leader agrees that the Company may send such emails and that the Leader’s physical and email addresses are included in emails as described above, in compliance with the provisions of Privacy policy contained in these Policies and Procedures.

Unsolicited Faxes

Except as expressly provided in this Section, Leaders may not use or transmit unsolicited faxes regarding their VIVRI business. The term "unsolicited faxes," include transmission by telephone, fax or computer of any material or information advertising or promoting VIVRI, its products, its compensation plan or any other aspect of the Company to any person unless these terms do not include a fax: (a) to any person or prior permission, or (b) expresses to any person with whom the leader has an established business or personal relationship invitation. The term "established business or personal relationship" means a prior or existing relationship formed by means of voluntary and reciprocal between a leader and a particular person, based on communication: (a) an inquiry, application, purchase or transaction part of the person in relation to the products offered by the Leader; or (b) a personal or familial relationship, which has not been previously terminated by either party.



Phone Book List

Leaders may list themselves as "Independent VIVRI Leader" in the white or yellow pages of the phone book or online directories, under his own name. No leader can make announcements over the phone or online advertisements in directories using the VIVRI name or logo. Leaders can not answer the telephone by saying "VIVRI" "VIVRI S. de RL" or in any other manner that would lead the caller to believe that he or she has contacted the corporate offices of VIVRI. If a leader wants to publish their name in a telephone directory or online it must be listed in the following format:

Name Leader

Independent VIVRI Leader

4.3 - Online Conduct

Web Sites for Leaders

Leaders have a replicated website from VIVRI, from which they can take orders, register new leaders, and put customers in the auto shipping program and manage their VIVRI business.

Leaders can create separate web sites to sell or promote VIVRI products provided they comply with all the provisions of this document and with the following guidelines:

Replicated VIVRI Web Site

Because Replicated web sites reside in the VIVRI.com domain, VIVRI reserves the right to receive information and analythics on the use of your website, to make further use of the user chosen for purposes that suit VIVRI, always with strict compliance to the Privacy Policy contained herein.

If you decide to change your default user name on your replicated website, you must change this default identification and choose an identifiable and unique name for the website that can not:

  1. Be confused with other parts of the corporate website VIVRI;

  2. Confuse a reasonable person into thinking it has had access to a page of the corporate site VIVRI;

  3. Be confused with any VIVRI name;

  4. Contain phrases or incorrect, misleading or out of tune words that could damage the image of VIVRI.

Therefore VIVRI advises that leaders use their name or number to identify their Leader replicated site.

Back-Office Access

VIVRI makes one Backoffice available to the Leader containing business information, comissions, structure, and supporting documents. However this is a back office support and not a right, so VIVRI reserves the right to refuse, collect or remove access to Backoffice Leaders.

Domain Names, Email Addresses and Online Alias

Leaders are not permitted to use or register VIVRI or any VIVRI brands, product names, or any derivative thereof, for any Internet domain name, email address, alias or online. In addition, you can not use or register domain names, email addresses and / or online alias’ that could cause confusion, or be misleading, since they believe or assume individuals that the communication is from, or property of, VIVRI.

Hotlinks

By directing readers to your replicated website VIVRI should be apparent to a reasonable reader and from a combination of the link and the surrounding context that the link will end at the site of an independent seller VIVRI. Attempts to diseivingly make people belive that the link is accessing a corporate VIVRI site, when in fact Access is to the replicated website of a leader, is not be permitted. The determination that is misleading or what constitutes a reasonable reader is at the sole discretion of VIVRI. All links to your replicated website must meet the requirements of Independent Back-Office Leader and Terms of Use of the Website replicated.

Banner Advertising

You can place banner ads on third party websites provided you use banner templates approved by VIVRI. No banner can be placed on any web site that requires the viewer is 18 years of age or older to view content, or contain any content that is defamatory, vulgar, profane, incites violence or hatred, racist, discrimination , pornographic or otherwise offensive. VIVRI has the exclusive right to determine what is offensive, and may require a leader to remove a banner from anywhere it deems offensive or otherwise forbidden form according to this policy. All banner ads must only link to your replicated website and / or independent website. Leaders may not use blind ads (ads that do not reveal the identity of the company).

Linking Spam

Spam links are defined as multiple consecutive submissions of the same content or similar content in blogs, wikis, guestbooks, web pages or other public discussion boards or forums is not allowed. This includes sending spam through a blog, spam through comments on blogs and / or spam indexing. All comments you make on blogs, forums, guestbooks, etc. They must be unique, informative and relevant.

Digital Mediums Presentation (YouTube, iTunes, PhotoBucket, etc.)

Leaders can upload, post or publish video, audio or photo content related to VIVRI developed by them as lons as it is in line with the VIVRI values, contribute to the greatest good of the VIVRI community, follows the VIVRI style guide and it is in compliance with the Policies and Procedures VIVRI. All submissions must clearly identify it as an independent VIVRI Leader both the in content itself and in the description tag content must comply with all copyright / legal requirements, and indicate that you are solely responsible for this content. Leaders can not upload, post or publish any content (video, audio, presentations or any other computer file) received from VIVRI or captured in official VIVRI events or buildings owned or operated by VIVRI without the prior written permission of VIVRI.

Sponsored Links or Pay Per Click Ads (PPC)

Sponsored or pay per click ad (PPC) links are acceptable. The URL or the ad must make it clear that the user is directed to an independent leader site. However, the user should not be tricked into believing that doing so is dierecting them to a corporate VIVRI site.

Domain Names and Email Addresses

Except as provided in electronic form (online) Application and Contract Leader, Leaders may not use or attempt to register any VIVRI trade names, trademarks, service names, service marks, names product name of the Company or any other derivative of the above item, for any Internet domain name, email address, or the name or address of media.

Social Media

Social Media can be used by leaders to share information about the VIVRI business opportunity and for prospecting and sponsorship. However, leaders who choose to use Social Media must comply with the policies and procedures in all aspects.

A leader generated profile in any social community in which VIVRI is discussed or mentioned, must clearly identify the leader as an Independent VIVRI Leader, and when a leader is involved in these communities, leaders should avoid conversations, comments, images, video , audio, and applications that are inappropriate or any other adult content that is profane, discriminatory or vulgar. Determining what is inappropriate is at the complete discretion of VIVRI, and leaders that are offensive will be subject to administrative sanctions. Warnings and images on banners used in these sites must be current and must come from the library VIVRI approved and / or be approved by VIVRI (publicaciones@VIVRI.com).

Leaders may not use spam blog, or any other method spamdexing mass replicated to leave comments on blogs. The comments created or dropped by Leaders must be useful, unique, relevant and specific to the blog post.

Leaders are Responsible for Publications

Leaders are personally responsible for their publications and any other online activity that relates to VIVRI. Therefore, even if a leader does not own or operate a blog or a social networking site, if a leader publishes anywhere anything that relates to or may be related to VIVRI, the Leader is responsible for such publication. Leaders are also responsible for publications that occur in any blog or social networking site that the Leader owned, operated, or controlled.

Identification as an Independent VIVRI Leader

You must disclose your full name in all Social Media publications and visibly identify as an independent VIVRI Leader. Anonymous posts or use of an alias is prohibited.

Misleading Ads

Publications that are false or misleading are prohibited. This includes, but is not limited to, false or misleading in relation to the VIVRI income opportunity, VIVRI products and services ads, and / or biographical information and credentials.

Use of Third Party Intellectual Property

If you use the trademarks, trade names, service marks, copyrights or intellectual property of a third party in any publication, it is your responsibility to ensure you have received the appropriate license to use intellectual property, and pay the appropriate license rate. All intellectual property of others must be properly referenced as the property of others, and must adhere to the restrictions and conditions as the owner of the intellectual property set on the use of their property. VIVRI will not be liable under any circumstance for the use or payment resulting from the use of any element of intellectual property owned by third parties employed by any VIVRI Leader.

Respecting Privacy

The privacy of others must always be respected in any kind of message. Leaders should not participate in rumors or gossip about any individual, company, product or service from the competition. Leaders can not list the names of other persons or entities in their ads unless they have the written permission of the person or entity that is the subject of publication.

Professionalism

You must ensure that your messages are truthful and accurate. This requires that you review the facts of all the material you post online. You should also carefully check spelling, punctuation and grammar mistakes in your ads. The use of offensive language is prohibited.

Banned Ads

Leaders can not make creating any ad or link to any publication or material that is:

Response to Negative Messages

If you know of any negative message to VIVRI you must report it to publicaciones@VIVRI.com.

Social Media sites with Website Features

Because some Social Media sites are particularly robust, the difference between a site of Social Media and a website may not be clear. VIVRI therefore reserves the sole and exclusive right to classify certain Social Media sites as web sites require Leaders using or wanting to use such sites adhere to company policies relating to independent websites.

Cancellation of Your VIVRI Business

If your VIVRI business is canceled for any reason, you must stop using the VIVRI name, and all VIVRI trademarks, trade names, service marks and other intellectual property and all derived from the marks and intellectual property in any publication and all Social Media sites you use. If you post on any social media site in which you have previously identified as an independent VIVRI Leader, you must clearly disclose that you are no longer an independent VIVRI Leader.

4.4 - Business Entities

When a VIVRI Leader has reached the level [--- Level ---], you can ask VIVRI by submitting an Application and Leader Agreement, together with an annex of properly completed Business Entity, a copy of its constitutional documents and a copy of your RFC, and VIVRI may accept, in its sole discretion, that the VIVRI Leader manage their business through a corporation, limited liability company or civil partnership (collectively referred to in this section as an "Entity of business"). The Business Entity and all shareholders, members, directors, partners, managers and others with ownership interest or management responsibility for the Business Entity (collectively "Affiliated Parties") are individually, jointly and severally liable for any VIVRI debt, compliance with the Policies and Procedures VIVRI Agreement, the Leader VIVRI and other VIVRI obligations.

Changes to a Business Entity

Each leader must immediately notify VIVRI of all changes on the type of business entity that is used in the operation of its business and the addition or removal of affiliated parties.

4.5 - Change of Sponsor

VIVRI prohibits changes in sponsorship. Consequently, the transfer of a VIVRI business from one sponsor to another is not permitted. A leader can legitimately change organizations or sponsor by canceling their VIVRI business and remain inactive (ie, no purchases of products VIVRI for resale, sales of products VIVRI, sponsoring or attending any VIVRI functions, participation in any other form of activity leader, or operation of any other VIVRI business or perceived revenues VIVRI business) for six (6) full calendar months. After six months of complete inactivity, the former leader may reapply for a new sponsor, however, the former leader's downline will remain in their original line of sponsorship.

Disclaimer

In cases where appropriate sponsorship change procedures have not been followed, and a decending organization has been created on the second business developed by a leader, VIVRI reserves the sole and exclusive right to determine the final disposition of the decending organization. Resolving conflicts over the proper placement of a decnding line that has developed in an organization that has incorrectly changed sponsors, it is often very difficult. Therefore, leaders DISCLAIM ALL CLAIMS AGAINST VIVRI, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES AND AGENTS IN CONNECTION WITH OR RESULTING FROM, THE DECISION VIVRI MAKES REGARDING THE DISPOSITION OF ANY DECENDING ORGANIZATION BE DEVELOPED UNDER AN ORGANIZATION THAT HAS IMPROPERLY CHANGED THEIR LINES OF SPONSORSHIP.

4.6 - Unauthorized Claims and Actions

Compensation

A leader is fully responsible for all verbal and written statements made regarding products, services and the VIVRI Compensation Plan which are not expressly contained in official VIVRI materials. This includes the statements and representations made through all sources of media, either from person to person, in meetings, online, through Social Media, in print, or any other means of communication. Leaders agree to indemnify VIVRI as well as their directors, officers, employees and agents, and hold harmless, including, without limitation, any statement, civil penalties, refunds, attorney fees, costs judicial, or lost business incurred by VIVRI as a result of unauthorized representations or Leader actions. This provision shall survive the termination of the Contract Leader.

Product Declarations

Leaders must not make statements, including, without limitation, any testimony about VIVRI products or services that are not contained in the oficial VIVRI literature or posted on the official VIVRI site. Under no circumstances, can any leader declare or imply that any VIVRI product is useful in the diagnosis, treatment, cure or prevention of any disease, illness, injury or other medical condition.

Weight Loss Testimonies

If a leader gives a testimony of weight loss in relation to VIVRI products, the Leader must meet each of the following:

• Leader giving testimony must disclose and highlight clearly that he / she is an Independent VIVRI Leader;

• The testimony must be true and accurate, and must disclose all additional material information impacting your weight loss;

• You may give testimony regarding the use of company products and their impact on any disease, including, without limitation, any statement about diabetes or cholesterol reduction.

Income Claims

A Leader, when presenting or discussing the VIVRI opportunity or Compensation Plan to a potential leader, can not do under any circumstances income projections, income claims, promises or make any revenue in connection with the development of their VIVRI business.

4.7 – Re-Packaging and Re-Labeling Ban

The VIVRI products can only be sold in their original packaging. Leaders can not repackage, relabel or modify labels on VIVRI products. The handling of labels and packaging could be a violation of federal and state laws and may result in civil or criminal liability.

4.8 – Commercial Stores

Leaders can not sell the VIVRI products in stores, nor can they display or sell VIVRI products or literature at any retail outlet or service without the express written consent of VIVRI.

4.9 - Fairs, Exhibitions and Other Sales Forums

Leaders can display and / or sell VIVRI products at fairs and trade shows, provided they comply with the following provisions. Before requesting their participation to the promoter of the event, leaders should contact the Department of LIV ™ Experience in writing for conditional approval to participate in the fair or exhibition in question. The authorization shall be granted only for the specified event. Leaders must submit a new application for authorization to the Department of LIV ™ Experience for each new event in which they wish to participate.

Notwithstanding the former, VIVRI reserves the right to refuse authorization to participate at any fair or exhibition, in its sole discretion, does not appear to be an appropriate forum for promoting their products, services, or the opportunity to VIVRI. No authorization for swap meets, garage sales, flea markets or farmer's markets will be awarded, as these events are not compatible with the profesional VIVRI image you want to convey.

4.10 - Conflicts of Interest

The Non-Solicitation

The VIVRI leaders are free to participate in other MLM or network marketing or marketing opportunities (collectively "Network Marketing") as long as it's not with competing VIVRI products directly or indirectly. However, during the term hereof, leaders may not directly or indirectly refer to other VIVRI leaders or Clients for any other network marketing business.

Following the cancellation of an Independent Leader Contract and a period of 12 calendar months from the date of cancellation, except in the case of a leader who is personally sponsored by a former leader, no ex Leader can not refer to any VIVRI Leader or Customer for another network marketing business. Leaders and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed and business is commonly conducted via the Internet and by phone, an effort to strictly limit the geographic scope of this non-solicitation provision would make it totally ineffective. Therefore, the leaders and VIVRI agree that this non-solicitation provision applies internationally where VIVRI has an official presence.

The term "Refer" means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, or indirectly through a third party a Leader or VIVRI Customer to enroll or participate in another opportunity to network marketing, network marketing or direct sales opportunity.

Persuasion of the Sales Force of Other Direct Sellers

If a leader is engaged in other business or marketing online program that is not VIVRI, it is the leader's responsibility to make sure their VIVRI business is operated completely separately from all other companies and / or marketing network programs. To this end, the leader must adhere to the following:

• Leaders must not sell or attempt to sell, any programs, products, or services that are not from VIVRI and that compete with VIVRI and are sold through another Network Marketing Program to VIVRI Customers or leaders. It is considered that any program, product or service that is listed in the same generic categories VIVRI lies with VIVRI, regardless of differences in cost, quality or other distinguishing factors.

• Leaders do not display promotional materials, grants, sales techniques, products or VIVRI services in any promotional materials, sales aids, products or services other than VIVRI.

• Leaders will not give a VIVRI opportunity, services or products to prospective or existing Customers or Leaders in conjunction with any program, opportunity, product or service other than VIVRI.

• Leaders will not offer an opportunity, product, or service that is not VIVRI at any meeting, seminars, conventions, online seminar, conference or other function that are related to VIVRI.

Confidential Information

Confidential information includes, but is not limited to, the identities of VIVRI customers and Leaders, contact information for VIVRI Customer and leaders, personal Leader information and / or Team Base Selling wholesale and Leader range and / or performance levels. Confidential Information is or may be available for Leaders in their respective support offices. Leader access to such confidential information is password protected and confidential information constitutes trade secrets owned by the VIVRI business. Such Confidential Information is given to the leaders in the strictest confidence and is available to the leaders for the sole purpose of helping leaders in the work of development of their sales organizations within their VIVRI business. Each leader and VIVRI agree that VIVRI will not provide confidential information to the Leader, except as provided in this agreement of confidentiality and nondisclosure. To protect confidential information, the Leaders may not, on their own behalf or on behalf of any other person, partnership, association, corporation or other entity:

• Directly or indirectly disclose any Confidential Information to any third party;

• Directly or indirectly disclose the password or access code to any other leader’s Back Office to a third party;

• Use the Confidential Information to compete with VIVRI, or for any other purpose other than to promote their VIVRI business;

• Refer or ask any VIVRI leader or client listed on any report or the Back-Office, or in any manner attempt to influence or induce any VIVRI leader or client to alter their business relationship with VIVRI;

• Use or disclose to any person, partnership or association or any other entity, any confidential information.

4.11 - Persuasion Sales Force Other Direct Sellers

VIVRI disapproves of Leaders who consciously aim at the sales force of another direct sales company to sell products or to convert VIVRI Independent Leaders nor does VIVRI approve of the request or encouragement from leaders to members of the force sales of other direct selling company to violate the terms of their contract with that company. If a leader gets involved in such activity, the leader takes the risk of being sued by the other direct sales company, without any liability to VIVRI. If any lawsuit, arbitration or mediation is initiated against a Leader from a third party because he or she participated in activities of reference for its sales force or customers inappropriately, or otherwise violated its contract with the third party VIVRI will not pay for any of the Leader’s defense costs or attorney fees nor will VIVRI compensate the leader of any judgment, award or agreement. If the third or threatened to initiate legal action against VIVRI based on the behavior of the leader, Leader agrees that it shall indemnify VIVRI for all resolutions, transactions, payments of any other nature, litigation costs and fees lawyers incurred in connection with such legal action or threatened legal action.

4.12 - Errors or Questions

If a leader has questions about or believes any errors have been made regarding commissions, genealogy lists or charges, the leader must notify VIVRI in writing within 30 days of the date of the supposed error or incident in question. VIVRI will not be liable for any errors, omissions or problems that are not communicated to the Company by the media established by the same within 30 days.

4.13 - Approval and Government Support

No federal, state regulatory agency or any other official government agency approve or endorse any direct selling company or companies or network marketing programs. Therefore, leaders do not represent or imply that VIVRI or its Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.

4.14 - Income Tax

Each VIVRI Leader is required to pay local, state or federal taxes that apply to all commissions, bonuses, compensation or any other income received in his capacity as VIVRI leader.

Notwithstanding the foregoing, VIVRI shall consider, as a general rule that any purchase order by any leader corresponds to a purchase of goods for personal consumption. In accordance with the above, VIVRI is obliged to issue for a Leader to make the purchase, a tax receipt which must comply with the tax provisions of Mexican law for that purpose, when the Leader's request.

In principle, VIVRI Leaders will have to pay income tax and value added tax in Mexico by the activities of commercial mediation (commissions) for performing VIVRI, ie by commissions from sales your downline.

However, VIVRI Leaders agree that VIVRI calculate and withhold tax on the share of payments under the Compensation Plan income, in accordance with the provisions of Article 94, Section VI of the Law on Income Tax. Under this regime, the leaders are also released from the obligation to pay the value added tax arising from such activities. Leaders may request in writing VIVRI deliver receipts and records of deductions that may apply in accordance with the provisions of Mexican law in compliance with its obligations under this regime.

However, if a leader reaches the level of _____, you can ask VIVRI and VIVRI may accept at its discretion, with no application of the system described above from the next fiscal year that in which the application is submitted. In this case, the leader must calculate and pay the income tax and value added tax caused by his activities as leader VIVRI and shall issue a tax receipt that meets all the requirements under Mexican tax law for VIVRI before payment of any fee, compensation or any other payment.

For the VIVRI Leader managing their business through an entity, they must also issue a tax receipt that meets all the requirements of Mexican tax law for VIVRI before payment of any fee, compensation or any other payment.

4.15 - Independent Contractor Condition

Leaders are independent contractors. The contract between VIVRI and their leaders does not créate nor will it ever créate a relationship of employer-employee, agency, partnership or joint venture between the Company and the Leader. Leaders will not be considered as employees of VIVRI for any legal purpose. All leaders must comply with the laws and regulations related to its independent commercial distribution business, including payment of any local, state or federal taxes arising from the exercise of his activity as a VIVRI leader. Leaders have no capacity or any authority (express or implied), to bind the Company to any obligation. Every leader should establish their own goals, hours and methods of sale, so long as he or she complies with the terms of the Leader Agreement, these Policies and Procedures, and applicable laws. Also, the leaders will not be under any circumstances under the guidance, expressed or implied instructions from VIVRI, or be subject to any time or to meet obligations other than those expressly agreed upon in terms of the Leader Agreement and these Policies and Procedures.

4.16 - International Marketing

Leaders are allowed to sell VIVRI products, and enroll customers or leaders only in countries where VIVRI is authorized to conduct business and which are posted on the official website of the company or other documentation of the Company. VIVRI products or sales aids can not be sent or sold in any foreign country that the company has not announced as officially open for business.

4.17 - Sale, Transfer or Assignment of VIVRI Business

The relationship between VIVRI and its leaders is personal. Therefore, leaders can not sell, transfer or assign their VIVRI business to any third party except to their heirs through the modes of succession under Mexican law. Similarly, if a VIVRI business is operated under a form of business entity (ie, as a corporation, limited liability company or partnership), the holding in the business should remain with the original owners. If the original owners of a VIVRI business, or the original owners of a business entity that owns a VIVRI business sells, assign or transfer its stake in the business entity, or the right to receive income from the VIVRI business, the VIVRI business will be finalized.

4.18 - Provision of a VIVRI Business After a Divorce or Dissolution of a Business Entity

VIVRI Leaders sometimes operate their VIVRI businesses as a marriage partnership, corporation, limited liability companies or partnerships. By the time a marriage ending in divorce or a business entity is dissolved, arrangements should be made to ensure that any separation or division of the company is carried out in an appropriate manner so as to not adversely affect the interests and the VIVRI Leaders outcome or other Business Entities up or down the line of sponsorship.

During the divorce, the parties must adopt one of the following methods of operation:

• A party may, with the consent of the other, operate the VIVRI business under a written assignment in which the spouse who wishes to leave the VIVRI business cedes all rights on it to the other spouse and gives up trying directly in front of the other spouse to VIVRI or

• The parties may continue to operate the VIVRI business together under the base "business-as-usual", whereupon all compensation paid by VIVRI will be paid according to the status quo that existed before the application for divorce or dissolution process. This is the default procedure if the parties do not agree on the format above. In any case the Downline Organization of divorcing spouses will be divided. Similarly, under no circumstances shall VIVRI make any division of the commission and bonus checks between divorcing spouses. VIVRI will recognize only one Downline Organization and will issue only one commission check for each VIVRI business cycle by commission. Any commissions will always be paid to the same person. In the event that parties to a divorce can not resolve a dispute over the disposition of bonuses and ownership of the business in a timely manner as determined by the Company, the VIVRI leader be forced to cancel their VIVRI business.

If a former spouse has completely relinquished all rights in the original VIVRI business in accordance with the terms agreed in the divorce proceedings, he or she will be completely free to enroll under any sponsor of their choice from that date, without having to wait six calendar months to do so. The spouse who waives their rights in VIVRI business in accordance with the above will have no right to change the leaders of their former organization or to any former retail customer to your new organization or to receive compensation derived from these activities. In accordance with the foregoing, the leader who is in the above situation should develop its new business in the same way as you would any other new leader.

In the case of dissolution of a business entity, VIVRI business can be transferred to one of the original owners of the business entity. However, the VIVRI business will not be transferred to anyone other than the original owners of the business entity. Any attempt to transfer the VIVRI business to any other person or entity will result in the termination of the VIVRI business. Anyone who has declined to hold an interest in the VIVRI business must wait six calendar months prior to re-registering as a VIVRI Leader.

In either case, any VIVRI leader involved in the sale, transfer or assignment of a VIVRI business will be responsible for paying all taxes arriving to be caused as a result of the sale, transfer or assignment, so that it frees all and any responsibility in this regard.

4.19 - Online Sponsorship

By sponsoring a new leader through the registration process by any means, the sponsor can help the new applicant in filling out registration materials. However, the applicant must appear in person, and to review and accept the application and the VIVRI Contract Policies and Procedures and the VIVRI Compensation Plan.

4.20 - Succession

In case of death or disability of the leader, your business can be inherited to your heirs or legatees. The relevant legal documentation must be sent to the Company to perform the procedures. Accordingly, a leader should consult a lawyer for assistance in preparing a will. Whenever a VIVRI business is transferred by succession, the beneficiary acquires the right to collect all comissions as long as the successor:

• Excecutes a Leader Agreement;

• Complies with the terms and provisions of the Contract;

• Complies with all requirements necessary to maintain the status or level of the late leader;

• The heir or legatee shall provide VIVRI an "address of record" to which all bonus checks will be sent to;

4.21 - Transfer Because of a Death of a Leader

To effect a testamentary transfer of a VIVRI business, the executor of the estate must provide VIVRI with the following information / documentation: (1) an original death certificate, (2) the documents attesting to the distribution of inheritance in accordance with the succession procedure applicable.

4.22 – Transfer Because of the Incapacitation of a Leader

To effect a transfer of a VIVRI business due to the inability of a leader, the successor must provide VIVRI all information related to the statement of the leader as incapable, in strict compliance with the provisions of applicable law.




SECTION 5 – LEADER’S RESPONSABILITIES 


5.1 - Change of Address, Phone and Email Addresses

Leaders must keep their data updated, including those related to your phone, email, etc. Leaders may update this information at any time through their Backoffice.


5.2 - Continuing Development Obligations

Continuous Formation

Any leader who sponsors another VIVRI leader must continually support his team, in addition to ensuring that your downline has full support for your VIVRI business. Leaders must have permanent contact with the leaders of their downline organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, e-mail, and the accompaniment of downline leaders to VIVRI meetings, training sessions and other functions. The upline leaders are also responsible to motivate and train new leaders in the knowledge of VIVRI products, effective sales techniques, the VIVRI Compensation Plan, and compliance with the Policies and Procedures of the Company.

Leaders must ensure that their entire team knows the values, policies and VIVRI products and always handled ethically, cordiality and respect among all.

Leaders must monitor their team takes business legal, appropriate and always in tune with the VIVRI values . They must also ensure that their team always work with accurate information about the business, products and the company.

In any of the above assumptions, the leaders agree to make the activities described above without remuneration or compensation for the development of them.

Increased Training Responsibilities

As Leaders across the different levels of leadership will become more experienced in sales techniques, product knowledge and Plan of Understanding may be called upon to share this knowledge with other leaders or others interested in the business, in which case Leaders must not receive remuneration or compensation for these activities.

5.3 – Negative Comments

VIVRI wants to offer its independent leaders the best products, compensation plan, and service in the industry. Accordingly, we value your constructive criticisms and comments. All comments must be made through the portal www.VIVRI.com/soyliv leaders must not belittle, demean, or make negative comments about VIVRI, other VIVRI leaders, VIVRI products, the Marketing and Compensation Plan, or VIVRI directors, officers or employees. Complaints and concerns about VIVRI and / or products should be directed to the Department of Care LIVS ™.

5.4 - Providing Documentation to Applicants

Leaders must provide the most current version of the Policies and Procedures and Compensation Plan to people who they are sponsoring to become leaders before signing the Contract Leader, or ensure that they have online access to these materials.



SECTION 6 – SALES REQUIREMENTS

6.1 – Product Sales

VIVRI Compensation Plan is based on selling VIVRI products and services to final consumers. Leaders must meet the requirements of personal sales and team (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonus and rank advancement.

6.2 – There are no Territory Restrictions

There are no exclusive territories granted to anyone to sell VIVRI products and VIVRI business development.

6.3 – Sales Receipts

All leaders must provide their customers with two copies of an official VIVRI receipt at the time of sale. In these receipts the Customer Satisfaction Guarantee will be established as well as the rights of consumer protection offered by federal or state laws. Leaders should keep all receipts for retail sales for a period of five years and shall provide them to VIVRI if so requested.



SECTION 7 - COMMISSIONS

7.1 - Frequency Requirements and Comissions 


A leader must be active and in compliance with the Agreement to qualify for commissions. Your commissions are paid according to the compensation plan. The minimum amount for which VIVRI issues a fee is $ 50.00. If the bonds are not at or above $ 50.00 VIVRI will accumulate your commissions until you reach the minimum amount and then issue payment.

7.2 – Commission Adjustments

Adjustments for Returned Products

If there are product returns, VIVRI will adjust commissions to reflect the effects of returns.

Written Copies of Commission Checks

The company pays bonuses by check either on paper or through direct deposit.

VIVRI charges a fee of $ 5.00 plus the value added tax ( "VAT") for each paper check issued.

7.3 - Information

All information provided by the VIVRI downline activity reports, including but not limited to the base Wholesale, personal and / or equipment (or part thereof), and the sponsorship downline is accurate and trustworthy. However, there may be inaccuracies due to various factors, including but not limited to the inherent possibility of human, digital, software errors, the accuracy, completeness and timeliness of orders, denial of credit card and electronic payments, returned products, etc.

ALL INFORMATION ON POINTS, COMMISSIONS BY SYSTEM OR PERSONAL ARE PUBLISHED "AS IS" WITHOUT WARRANTIES, EXPRESSED OR IMPLIED, OR REPRESENTATIONS OF ANY KIND. IN PARTICULAR, THERE WILL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIVRI AND / OR ITS DIRECTORS AND / OR AGENTS IN NO EVENT WILL BE LIABLE TO ANY LEADER OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF USING THE BASE OF ACCESS TO PERSONAL INFORMATION AND / OR EQUIPMENT WHOLESALE (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, LOSS OF OPPORTUNITY AND DAMAGES THAT MAY RESULT FROM THE INACCURACIES, OMISSIONS, INCONVENIENCE, DELAY OR LOSS OUT OF THE USE OF THE INFORMATION), EVEN IF VIVRI OR OTHERS CREATE OR TRANSMIT THE INFORMATION.


SECTION 8 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE



Return Policy

8.1 - Cancellation of orders and Satisfaction Guarantee 


Leaders must notify their retail customers who have five working days to cancel the purchase and receive a refund upon return of the products under the same conditions in which they were delivered. In addition, the Leaders should inform their customers verbally on this right and will provide two copies of a sales receipt at the time of sale, and shall state the right to cancel the receipt.

8.2 Return of Inventory and Sales Aids after a Cancellation from Leaders 


Upon termination of the Contract Leader, the Leader can return any Business Kit, products and sales tools that he or she has personally acquired (however, purchases of other leaders or others are not returnable) that are in resale conditions (see definition of "reselling" below), provided that the products and / or sales tools were acquired within one year before the date of cancellation of the Contract. Upon receipt of a business kit in conditions of sale and / or resale products and sales aids Leaders will be reimbursed 90% of the net cost of the original purchase price. The shipping and handling charges for returning a Business Kit, products or sales support materials that were purchased will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. If a leader is paid a commission based on a product you purchased, and the product is subsequently returned for a refund, the commission paid on the basis of that product will be deducted from the refund.

It’s considered tat the products and sales tools are able to "resale" if each of the following are true: 1) they have not been opened and are unused; 2) packaging and labeling has not been altered or damaged, and 3) returned to VIVRI within one year from the date of purchase. Any merchandise that is clearly identified at the time of sale as discontinued, or as a result of temporary provision, can not be resold.

8.3 - Procedures for all returns

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

• All merchandise purchased at the VIVRI Club price must be returned to the Leader who made the sale to the customer, and its the leader's responsibility to return the goods to VIVRI. If the goods have not been purchased at a price VIVRI Club, the customer must return the goods directly to VIVRI.

• All products being returned must have a return authorization number that will be obtained by calling Customer Service Leaders. This authorization number must be written on each carton returned.

• The returned product must be accompanied by:

• The original signed receipt; packaging with consumer information and the unused portion of the product in its original container.

• The case of the goods and packing materials are to be used in packaging the product (s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be sent to VIVRI and pre-paid. VIVRI will not accept packages that are not pre-paid. The risk of loss in shipping for returned products must be on the Leader. If the returned product is not received by the Distribution Center of the Company, it is the responsibility of the Leader to trace the shipment.

• If a leader must return the goods to VIVRI which were individually purchased by customer, the product must be received by VIVRI within ten (10) days from the date on which the retail customer returned the merchandise to the Leader, and must be accompanied by proof of purchase that the leader gave the customer at the time of sale. No refund or replacement of the product will be issued if the conditions of these rules are not met.





SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 - Disciplinary Sanctions

The violation of the Agreement, these Policies and Procedures, violation of any right under the applicable law, including but not limited to any applicable duty of loyalty, any illegal activity, fraudulent, deceptive or unethical activities, or any act or omission a leader who at the sole discretion of the Company may damage its reputation or goodwill (such act or harmful omission need not be related to the business of a VIVRI Leader), may be at the discretion of VIVRI, in one or more of the following corrective actions:

• Issuing a warning or written reprimand;

• Require the leader to take immediate corrective action;

• Imposition of a fine, which may be withheld from the commissions;

• Loss of rights to one or more commissions;

• VIVRI may deny a leader all or part of the commissions during the period the VIVRI Leader is being investigated for any conduct in violation of the Contract. If the business of a leader is canceled for disciplinary reasons, the Leader is not entitled to recover the bonuses withheld during the investigation period;

• Suspension of the Leader Contract of the person for one or more pay periods;

• Involuntary termination of the Contract Leader;

• Suspension and / or termination of the VIVRI Leader’s offending website or access to the website;

• Any other measure expressly allowed within any provision of the Contract or VIVRI deemed feasible and appropriate to equitably resolve the damages caused in part or exclusively by the Leader for any violation of policies or contractual breach;

9.2 - Quejas y Reclamos

When a leader has a grievance or complaint with another Leader they must resolve it together and always in good faith.

9.3 - Arbitraje


Unless otherwise provided in the Contract, any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by confidential arbitration. The parties waive the right to a jury trial or a court. The arbitration shall be filed and administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the AAA and mediation procedures, which are available on the website of AAA in www.adr.org. Copies of the Commercial Arbitration Rules of the AAA and mediation procedures will also be sent to the Leader upon request to the Department of Customer Service VIVRI. Notwithstanding the rules of the AAA, unless otherwise provided by the Parties, the following shall apply to all arbitration proceedings:

Rules to take evidence in commercial arbitration issued by the International Bar Association ( "IBA Undertaking Rules of Evidence in International Arbitration") shall apply in all cases;

The arbitration hearing will begin no later than 365 days from the date on which the designation of the arbitrator and will last no more than five working days;

The same amount of time will be allocated to each of the parties to present their respective cases;

The arbitration shall be presented individually and not as part of a class or consolidated action. All arbitration proceedings will be held in Reno, Nevada. There will be one arbitrator selected from the panel that AAA offers. Each party to the arbitration shall bear its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and, if necessary, be reduced to a judgment in any court that the parties have consented to the jurisdiction as set out in the Contract. The parties and the arbitrator shall maintain the confidentiality of the arbitration and will not be disclosed to third parties:

The principle of, or basis for, the controversy, dispute or claim;

The substance or content of any settlement offer or talks to an agreement or offers related to the dispute;

Applications, or the content of the allegations or accompanying documents submitted in any arbitration proceeding;

The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in the arbitration;

The terms or amount of an award;

The decisions of the referee regarding procedural matters and / or background.

Notwithstanding the foregoing, nothing in the Agreement shall prevent either party from seeking a court for a temporary restraining order, preliminary or definitive measure, or other equitable relief to safeguard and protect for their trade secrets and rights, intellectual property, trade secrets and / or confidential information, including but not limited to the enforcement of their rights under the non-solicitation provision of the Contract. 


9.4 - Governing Law, Jurisdiction and Competition


The contract shall be governed in all respects and terms under Mexican law, submitting both sides in any matter not subject to arbitration concerning the interpretation or enforcement thereof, the competent courts of Guadalajara, Jalisco, expressly waiving any other jurisdiction that may correspond for any reason.

9.5 – Limitation of Damages 


In any action arising out of or relating to the Contract, the parties waive any claim for punitive, incidental and / or consequential damages, even if the other party has been advised of the possibility of such damages. The parties waive all claims for damages and exemplary or punitive damages. 




SECTION 1O - CHECKOUT 


10.1 - Restrictions on the Use of Credit and Debit Cards from Third Parties

Leaders do not allow other leaders, potential leaders, or customers to use their credit card or debit cards to make purchases or registrations to VIVRI.

10.2 - Value Added Tax 


VIVRI is required to collect value added tax (VAT) on all purchases made by leaders and customers, as well as crediting or remitting such tax to the tax authorities.



SECTION 11 - INACTIVITY AND CANCELLATION

11.1 - Effect of Cancellation

While a leader remains active and complies with the terms of the Leader Agreement and these Policies and Procedures, VIVRI will pay commissions to such a leader, in accordance with the Compensation Plan. A leader whose business is canceled will lose all rights as a leader. This includes the right to sell VIVRI products and services and the right to receive future bonuses, or other income from sales and other activities of his team (downline). In case of cancellation, the Leaders agree to waive all rights they may have, including but not limited to property rights, to their downline organization and to any commissions, or other remuneration.

11.2 - Cancellation Due to Inactivity

Breach of the PV Fees

If a leader does not meet the minimum quota to be active at the lowest rank in the VIVRI compensation plan for six consecutive months, the contract of that leader will be canceled for inactivity.

11.3 - Termination

If the leader violates any section of this Agreement they shall be discharged as a leader and will terminate the contract. The termination shall become effective on the date it is mailed written notice, e-mail, fax or courier service, to the last known address of the leader, email address or fax number, or his / her attorney, or when the leader receives notice of the effective cancellation, whichever occurs first.

VIVRI reserves the right to terminate all Leader agreements thirty (30) days in advance in case you decide: (1) to cease business operations; (2) dissolve as a corporate entity, or (3) terminate distribution of its products through direct sales.

11.4 - Voluntary Cancellation

Leaders have the right to unsubscribe as Leaders voluntarily at any time upon written notice thirty (30) days prior to VIVRI. Notice of cancellation must be submitted to the Company at its principal business address. The written notice must include the signature of the leader, the printed name, address and copy of official identification.

SECTION 12 - DEFINITIONS

Active Customer - A customer who buys VIVRI products and whose account has been paid for the following year.

Active leader - a leader who meets the minimum requirements to remain active, as set out in the VIVRI Compensation Plan, this ensures that he or she is eligible to receive commissions.

Active Rank - The term "active rank" refers to the current rank of a leader, as determined by the VIVRI Compensation Plan for any pay period. To be considered "active" relative to a particular position, a leader must meet the criteria set out in the VIVRI Compensation Plan for their respective range.

Affiliated Party - The shareholder, member, partner, manager, administrator, or other parties with ownership interests in or management responsibilities for a commercial entity.

Contract - The contract between the Company and each leader, including Leader Application and Agreement, the VIVRI Policies and Procedures, the Compensation Plan, the Terms of Use of Back-Office and Replicated Web Site for Independent Sales Leader, Annex of business entity (as appropriate), and the Rules of other commercial entities such as distribution centers, Clubs VIVRI, etc., all in their current form and as modified by VIVRI in its sole discretion. These documents are collectively referred to as the "Agreement".

Cancel - The termination of activity of a leader. Cancellation may be voluntary through non-renewal or inactivity; or by compulsory termination.

Generation - The layers of downline leaders in the organization of a particular leader. This term refers to the relationship of a relative leader with upline in particular determined by the number of leaders among them who are related by the sponsor. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on the fourth generation of A.

Home - Spouses, heads of household and dependent family members residing in the same residence.

immediate family members - spouses, heads of household and dependent family members residing in the same residence.

Leader - The name given to independent sales contractors in the program VIVRI Network Marketing.

Team Leader - Each of the individuals enrolled immediately underneath a Leader is a Team Leader to Leader.

Team - The team of each team leader and leaders are customers whose purchases and sales generate bonuses to the sponsor of the Team Leader.

Official VIVRI Material - Literature, audio or video, web pages and other materials developed, printed, published and / or distributed by VIVRI Leaders.

Personal base Wholesale - The wholesale cost of products purchased through: (1) a leader, and (2) personal Leader retail customers who are in the program automatic sending or buying in replicated web site VIVRI Leader.

Rank - The "title" that a leader has in accordance with the Compensation Plan VIVRI.

Replicated Website - A website provided by VIVRI Leaders using website templates developed by VIVRI.

Resale - Products and sales aids shall be deemed able to "resale" if each of the following are true: 1) have not been opened and are unused; 2) packaging and labeling has not been altered or damaged and 3) they are in a condition which is a commercially reasonable practice to sell the merchandise at full price, and 4) is returned to VIVRI within one year from the date of purchase. Any merchandise that is identified at the time of sale as non-returnable, discontinued or as a seasonal SECTION, may not be resold.

Customer / Retail Customer - An individual who buys VIVRI products of a leader, but he is not a leader or participate VIVRI Compensation Plan.

Retail Sales - Sales to a retail customer.

Sponsor - a leader who enrolls a Customer or another leader in the Company, and is listed as a sponsor in the Application and Agreement Leader. The act of enrolling and training others to become leaders called "sponsorship".

Upline - This term refers to the leader or leaders who are above a particular leader in a line up sponsorship of the Company.