Code Of Conduct

1.0 Introduction

Proyoung International Pvt. Ltd. rules and code of conduct.

2.0 Definitions

  • 2.1.ProYoung Business Contract
  • 2.2.“Company”
  • 2.3.Business Group
  • 2.4.Customer
  • 2.5.“Sales Volume Points” (SVP)
  • 2.6.“Preferred Customer”
  • 2.7.“ProYoung Business Owner”
  • 2.8.“PBO Account”
  • 2.9.“Preferred Customer Account”
  • 2.10.Foster Sponsor
  • 2.11.Internationally Sponsored PBO
  • 2.12.Line of Sponsorship (LOS)
  • 2.13.LOS Information
  • 2.14.Market
  • 2.15.Diamond
  • 2.16.Prospect
  • 2.17.Code of Conduct
  • 2.18.Sponsor

3.0 Becoming a ProYoung Business Owner

  • 3.1.Application
  • 3.2.Equality
  • 3.3.Eligibility
  • 3.4.Approval of Application
  • 3.5.Effective date of Approval/Acceptance
  • 3.6.Prohibited Sponsoring Practices
  • 3.7.Membership Period
  • 3.8.Resignation
  • 3.9.Application by Former PBO
  • 3.10.Registration of Legal Entities
  • 3.11.Trust PBO
  • 3.12.PBO memberships of spouses

4.0 Responsibilities of ProYoung Business Owners

  • 4.1.Adherence to the rules of this agreement
  • 4.2.Retail of Products and the requirement to have preferred customers
  • 4.2.1.Eligibility for a sales commission
  • 4.3.Visibility in Retail Stores and E-Commerce Websites
  • 4.4.Honest conduct
  • 4.5.No re-packing or Relabelling of Company Products
  • 4.6.Written Sales Receipt
  • 4.7.Customer Product Refunds
  • 4.8.Compliance with Applicable Laws, Regulations and Codes
  • 4.9.Unlawful Business/Enterprise or Activities
  • 4.10.Prospect Engagement Directives
  • 4.11.Employer-employee relationship
  • 4.12.Franchises and Territories
  • 4.13.Regulation of Selling Activities
  • 4.14.Enticement to Change lines
  • 4.15.Exporting Company Products
  • 4.16.Manipulation of Marketing Plan/Anti-Stacking
  • 4.17.Activity Outside India or Activity outside registered market of PBO
  • 4.18.Spamming
  • 4.19.Privacy and Confidentiality
  • 4.20.Right to Audit

5. Responsibilities of a Sponsor

A sponsor is a person who falls within the meaning of the definition provided under Clause 2.13 of this agreement and agrees to:

Abide by this Code of Ethics and the Code of Conduct in their letter and spirit.

Train, motivate and assist all PBOs that he/she has sponsored, in furtherance of their respective ProYoung Businesses.

Encourage all PBOs that he has sponsored to attend training programmes organized by the company.

Advice his/her sponsored PBOs to abide by the Code of Ethics and the Code of Conduct in a proper manner.

Advice his/her sponsored PBOs on conducting promotional activities

A sponsor in order to maintain the status of the same must abide by the provisions of this clause as mentioned hereinafter.

5.1. Starter Guide: The sponsor has the duty of encouraging and bringing to the knowledge of the sponsored individual to procure or that he can procure a copy of the starter guide to ProYoung Business as published and provided by the company.

5.2. Preserve Integrity of a ProYoung Business Owner: The company seeks to impart and imbibe diligence and adherence to due process in conducting of its business and in the true spirit of the same to uphold its integrity and also expects every PBO to abide by the same principles. In furtherance of the same the PBO vide entering into this agreement hereby declares that he/she/they/it shall not directly or indirect indulge himself/herself/themselves/itself in any wrongful activity, including but not limited to false complaints and issuing threats to the company’s personnel, which could have an adverse effect upon the ProYoung Business of another PBO or on the reputation of the company itself.

In the event that any sponsor ceases to be a PBO by any manner whatsoever, the rights in relation to any other PBOs that he/she may have sponsored shall pass on to the next qualified PBO in his/her line of sponsorship.

5.3. Training: In all cases and at all times the Sponsor remains responsible and accountable under this agreement for ensuring that the compliant training, the refund policy training and motivation are made available to his/her sponsored PBO. In furtherance of such responsibility the sponsor is to conduct, or provide access to, training and motivation that enables the sponsored PBO to conduct his/her ProYoung Business smoothly.

5.4. Independent Operation: In any condition or under any circumstances whatsoever the Sponsor is not to represent the sponsored PBOs as his/her agents or employees.

5.5. Attend Training Programmes: The Sponsor should himself attend and encourage his personally sponsored PBOs to attend and participate in the training programmes organized by the company from time to time at its own cost.

5.6. Abide by Rules: The Sponsor bears the responsibility to adhere strictly to the rules set forth herein and the other applicable laws, rules, and regulations, thereby setting an example for the sponsored PBOs to follow and draw inspiration from. In furtherance of the spirit of the same, the sponsor also bears responsibility to encourage his/her sponsored PBOs to abide by the rules and comply with the standards set forth by all applicable laws, rules, and regulations along with those laid down by the official publications of the company.

5.7. Render Advice: The Sponsor bears responsibility to advise his/her sponsored PBOs in regard to advertising and promotional activities in conduct of his/her ProYoung Business to ensure that they adhere to the ProYoung approved procedures and rules as laid down in this Code or amended from time to time by the company.

5.8. No Unprecedented Preconditions: Neither a prospective PBO, as a condition of becoming a PBO, nor any currently authorised PBO as a condition of receiving assistance in the development and furtherance of their ProYoung business from their sponsor be required to purchase any software or hardware for computers, subscribe to an Internet Service Provider, establish a website, or engage into any such activity requiring unnecessary expenses.

5.9. Restrictions on Sponsorship: The company herein reserves the absolute right to impose any additional restrictions on serving as a sponsor to PBOs based on any factor that shall be liable to be disclosed to such PBOs that shall be affected. Any such restriction imposed will be communicated to the PBOs affected within 10 days of such decision being made.

6. Line of Sponsorship

ProYoung protects the Line of Sponsorship (hereinafter referred to as the “LOS”) and the information thereto for the benefit of the company all the ProYoung Business Owners. The company treats the aforementioned information as confidential and thereby a trade secret. It is thereby agreed to by all concerned ProYoung Business Owners that the LOS and the LOS information are confidential, commercial and proprietary information (hereinafter referred to as “trade secret”) of ProYoung International Private Limited and shall not be disclosed to any person by the PBOs under any circumstances or in any manner whatsoever. It is therefore agreed upon and understood by all PBOs to the fullest that the breach of such confidentiality in relation to the information regarding the LOS shall cause the company irreparable loss and injury, for which monetary damages shall not be adequate compensation and whereof the company without any prejudice to its rights and contentions, notwithstanding any other provision hereof, shall be entitled to seek specific performance of the PBO’s obligations under this clause or seek further relief as may be available in law.

6.1. Protection of the LOS and the information thereof during transfer : The sale of ownership interest in part or in whole, of the ProYoung Business, merging of such businesses, or separation/division involve assignment of the ProYoung Business Agreement or an amendment thereof, and in such matter, shall require the unequivocal consent and written authorisation from the company. The transfers of any of the PBOs from one sponsor to another is subject to the discretionary approval of the company and shall not be questionable at the instance of any party involved or interested in any manner whatsoever.

6.2. Individual Transfers: Without limiting or restricting in any way the company’s powers and discretion in clause 6.1 as stated hereinabove, any PBO desiring to change his/her/its sponsors must submit a written requisition to the company and attach with it the following:

a.) A written letter of release from all PBOs in his line of sponsorship (it might be a single letter accompanied by the signatures of all concerned PBOs)

b.) A duly signed written acceptance of the change of LOS from the new Sponsor

6.3. Group Transfers:

Note: (No Group leader i.e. star entrepreneur & above can obtain transfer under this rule without completing 1 full years after obtaining recognition.) Without limiting or restricting in anyway the powers and discretion under clause 6.1 as stated hereinabove:

6.3.1. A PBO desiring to transfer to a different sponsor with all or part of his business group must submit a written request to the company accompanied by a written consent by all concerned PBOs in his LOS. All repercussions on the up-line commission payments as payable by the company shall be communicated to all PBOs affected or likely to be affected before such transfer is effected. The parties notified about the transfer shall be allowed a period of 30days within which any grievances or comments regarding the subject matter of such correspondences shall be addressed by the authorized personnel of the company. However, any grievance or comments from any party claiming to be affected because of such transfer shall not be entertained after the stated period of 30days and the right of such challenge shall be deemed to have been waived by virtue of expiration of such period as aforementioned.

6.3.2. The request for transfer of LOS must contain the written consents of all PBOs whom the concerned transferring PBO wishes to take with him, if such agreement between them subsists; and the written acceptance of the transfer by such Sponsor to whom the concerned PBO wishes to be transferred.

6.3.3. No PBO, if recognized as a group leader may seek or apply by such aforementioned requisition to be transferred to any other sponsor. Notwithstanding anything in this clause the PBO, recognised or awarded the status of a Group Leader shall may apply for transfer to a different sponsor only if, at least two years have elapsed since the last fiscal year in which the concerned PBO was recognised or awarded the said status, provided that the procedure for such transfer as laid down hereinabove is complied with to the letter.

6.4. Ancillary Mandates:

6.4.1. For a PBO seeking transfer from his/her existing LOS, it is mandatory that such PBO must resign by means of a letter of resignation addressed to the CEO of the company or by failure to renew and thereafter stay inactive in domain of the ProYoung Business for at least a period of 6 months before proceeding to join another sponsor.

6.4.2. The PBO seeking transfer must assure that the new sponsor under whom he/she/it seeks transfer must not have been or is a part of such PBO’s original line of sponsorship either above or below him during the preceding two fiscal years.

6.4.3. After the expiry of the period of 6 consecutive months, in terms of clause 6.4.1. the concerned PBO shall re-apply for becoming a PBO (under a fresh account) under a new sponsor. The applicants herein cannot apply to become active in already existing PBO account. The inactivity period as mentioned hereinabove shall commence from the date on which the company receives the letter of resignation. In the event the person concerned has not renewed and has not submitted a letter of resignation, such person shall be deemed to have submitted the intent on the date the concerned PBO account expired, and thereafter must remain inactive in the domain of ProYoung Business for the next consecutive 6 months. Provided that under no circumstances shall an applicant be allowed to apply under this rule to become a partner in an already existing PBO account.

6.5. Inactivity meaning:

“inactivity” means no purchase or sale of the company’s products, no sponsoring of prospects and no attending of any of the company’s meetings/seminars in relation to the ProYoung Business.

Inactivity for the purposes of this rule shall mean that during the referred period the PBO shall have been completely inactive, which means he shall not have purchased any ProYoung products as a PBO for personal use (Although he may do so as a consumer), shall not have sold any of the ProYoung products, shall not have engaged in any phase of product sale or purchase (for example, taking an order, making a delivery or accepting any payment in such regard), shall not have presented the company’s Compensation plan to any prospect, shall not have applied for any renewal of his PBO account and shall not have attended recruiting, training, or motivational meeting conducted by any of the PBOs or any of the company’s sponsored meetings.

During the inactive period, the former PBO shall not participate in any activity under another PBO account in the name of the concerned PBO’s parents, siblings or others or he shall not be considered to be inactive for the purposes of this Rule. When either spouse in a married couple in which both spouses are PBOs, attains the status of Diamond Entrepreneur, the spouse who thereafter surrenders his/her ProYoung Business account shall notwithstanding anything in this clause be allowed to join and operate under the said Diamond Entrepreneur account of the other spouse immediately on such surrender by transfer, sale or abandonment. However, when two existing PBOs elect to get married and one of the spouses must had to surrender his/her ProYoung Business Account in pursuance of Clause 3.13 of this Code, such spouse having surrendered his/her ProYoung Business Account by means of sale, transfer or abandonment shall be required to adhere to the inactivity protocol as laid down hereinabove.

6.6. Restriction to join original LOS:

A PBO who transfers to, or who following 6 months of inactivity applies for a new PBO account under a different sponsor pursuant to the provisions of this Rule, cannot be sponsored by anyone who was previously above him in his original LOS up to and including the first qualified Diamond Entrepreneur or below him in his former business group down to and including the first Diamond Entrepreneur who has since been transferred to or respond bored by a different sponsor unless 1 years have elapsed since the termination of his PBO account.

6.7. Team Poaching:

After moving to a new group, a PBO cannot poach persons from his old group except for PBOs who were inactive for at least 1 year. A PBO who transfers to, or who following 6 months of inactivity, applies for fresh PBO account under a new sponsor pursuant to the provisions of this Rule, shall have no right to sponsor in his new Business Group any PBO who was previously above him in his original LOS. However a PBO who has been inactive for a period of 2 years may be sponsored by any sponsor, including his former sponsor who may have since been transferred to or re-sponsored by a different sponsor.

6.8. Territorial Freedom:

A PBO continuing business activity in one market will not affect their eligibility to reapply after 6 months of inactivity as a PBO in any other state or country in which the company conducts its business.

6.9. Corrective Action: If the provisions of clauses 6.5, 6.6, 6.7, and 6.8 are violated, the company may take corrective action, which may include but is not limited to the transfer of the PBO account of the PBO at fault. The company at its own discretion may also transfer the concerned PBO’s business group and the volume of business generated during the period of violation to the original LOS.

6.10. Free Agents:

A PBO who has been terminated by the company become a free agent under the definition of this clause and may immediately file an application to be sponsored by a new sponsor. However, whether his or her application will be accepted by the company will depend upon the reason for which his or her original distributorship was terminated, and the decision of the competent authority of the company in such regard shall not be subject to challenge and shall be final and binding on all parties concerned.

If the termination was by reason of violation of the Rules of Conduct, then his/her application for a fresh account under a new sponsor may be declined or denied by the company or such acceptance may be deferred pending receipt of evidence satisfactory to the company or its authorised personnel that the applicant intends to abide by the Company’s Code of Ethics and Code of Conduct.

6.11. Sale of ProYoung Business:

A PBO who owns and operates a ProYoung Business qualified Diamond Entrepreneur level or above may sell his/her ownership interest in such Business.

6.11.1. A PBO’s Business can only be sold to another PBO. The purchased business shall remain separate from the buyer’s other ProYoung Business, and the LOSs shall not be altered in any way whatsoever as a result of the sale.

6.11.2. If a PBO wishes to sell his/her ProYoung Business, he/she must offer to the other PBO is the following order of priority.

a.) If the Business is Internationally sponsored, it must be offered to the international sponsor, who throughout the negotiations to sell the concerned ProYoung Business, retains the right to acquire the same by meeting the price and conditions of any bona fide offer received by or deemed acceptable to the seller therein, subject to the company’s policies, and any or all permissions and approvals, including the Reserve Bank of India and/or any other authority, if required under the Foreign Exchange Management Act or other applicable laws of the land.

b.) If the international sponsor does not accept the offer of purchase, or if all of the required permissions or approvals including that of the Reserve Bank of India are not received, the business must be offered to the local foster-sponsor of the direct seller.

c.) If no international sponsor exists must be offered to the local sponsor who throughout the negotiations to sell the ProYoung Business retains the right to acquire the same by meeting the price and the conditions of any bona fide offer received by and deemed acceptable to the seller.

d.) In the case where the local sponsor does not accept the offer the business must be offered simultaneously for sale to all PBOs personally sponsored by the owner.

e.) In the case where none of the PBOs personally sponsored by the seller-PBO accept the offer, the business must be offered simultaneously to all diamonds located above or below in the line of sponsorship to the next qualified diamond.

f) If the diamond above or below in the LOS of the PBO in question to the next qualified diamond also reject the purchase offer or fail to respond to the offer, the concerned PBO may offer the ProYoung Business to all qualified diamonds at the time in India.

6.11.3. No sale shall be final and no change of the title of the business shall be made final until approved in writing by the company or its authorized personnel in such regard.

6.11.4. If the PBO wishes to sell the business under terms and conditions different from those of his first offer, the business must once again be offered for sale under the revised terms and conditions in accordance with the order of priority indicated above.

6.11.5. Monthly sales commissions and other higher achievement commissions accruing to the business shall be paid as specified in the sales agreement as authorized by the company.All awards previously awarded the ProYoung Business shall not stand to be transferred to the new owner. Qualification of awards for the business under transaction shall be determined only by the activities occurring after the sale.

6.11.6. Mergers:

Businesses will not merge or be combined without the previous written approval of the company. A marriage between direct sellers, transfer of business, the sale of a business or any other similar circumstance does not cause a merger or a permissible combination of businesses unless specifically approved in writing by the company.

6.11.7. One-Business Rule:

One PBO can have more than one ProYoung Businesses when,

a.) A Diamond marries another PBO

b.) When a PBO purchases another ProYoung Business

c.) When a PBO names another PBO to his or her ProYoung Business for transfer in the event that the former dies.

d.) Through inheritance in full or in part of the ProYoung Business.

A PBO can own or have ownership interests in only one ProYoung Business except as provided below:

i.) Where 2 PBOs marry and one or both have attained Diamond status or above prior to marriage pursuant to the Rules as stated in this very code in such regard.

ii.) Where an existing ProYoung Business purchases another ProYoung Business pursuant to clause 6.11 as stated hereinabove.

iii.) Where a PBO (transferor) in order to facilitate a transfer of a ProYoung Business in the event of his/her death, request the name of another existing PBO to be added to their ProYoung Business. The name of the transferor must continue to be on the ProYoung Business until his/her death and supporting estate planning documentation must be provided to the company.

iv.) Where an existing ProYoung Business inherits all or any portion of a ProYoung Business.

In the event a PBO owns or has an ownership interests in two or more distributorship pursuant to the instant Rule: they may operate such ProYoung Businesses under a single corporate, limited liability company or partnership umbrella but the company shall continue to carry such ProYoung Business and will only recognise them as separate individual ProYoung Businesses for both award and commission purposes.

6.12. Divorce, Separation or other Dissolution:

Whenever a business is separated or divided as a result of a divorce, dissolution of a corporation or partnership, the separation or division must be accomplished in such way as to not adversely affect the interest and/or income of the businesses in the LOS. During the division or separation process, neither party will administer or operate, together or separately in other ProYoung Businesses without the company’s approval.

6.13. Account assignment rights:

If a PBO terminates or cancels his ProYoung Business, or fails to renew it within the required time period or does without leaving heirs who are ready, willing, and able to become PBOs and assume the responsibility of the concerned ProYoung Business, the company shall in its own discretion shall decide the future of the ProYoung Business in accordance to the relevant clause of this Code.

7. Presentation of the Compensation Plan.

7.1. No impression of Employer-employee relationship: In the event that a prospective PBO is sought to be invited or is invited to hear a presentation of the Business and the Marketing plan of the company, a PBO shall neither utilize the following invitations nor directly or indirectly induce other PBOs to do so.

Impart the impression that the aforementioned plan relates to an employment opportunity

Imply that the invitation is to a social event

Disguise the invitation as a “market survey”

Promote the event as a “tax seminar”

Promote the ProYoung Business opportunity as a business relationship with a person, a company, or organization other than that of the company

Directly or Indirectly indicate that the company products are merely one line of products distributed through or as part of brokerage/commissioning operated by a person, company or organization other than that of the company.

Directly or indirectly indicate that the ProYoung Business, PBO or the company products are part of any business other than that of the concerned ProYoung Business

Deny if asked that the presentation is about the Business and Marketing Plan of the company, or

Imply that it is anything other than a business event.

7.2. Initial contact with prospective customer or PBO: At the first contact with the prospective customers and/or PBOs, a PBO should:

Introduce himself by name at the very first instance

As soon as practicable, the PBO should make himself/herself known in a suitable manner as a PBO and should provide the relevant information concerning his name and address as well as concerning that of the company.

Indicate the purpose of contact, namely the sale of the company products and/or the introduction of the prospective PBO to the ProYoung Business.

7.3. Sponsoring Guidelines: It is imperative that the Sponsor must at all times preserve the true spirit of the Business and Compensation Plan and under no circumstance represent the same

as a get-rich-quick opportunity,

as an endeavor wherein the company products are bought and sold for the PBO’s personal use, and as a business activity that requires no retail of the company products.

In the process of persuasion of such prospective PBO to undertake the ProYoung Business and thereby drawing his/her attention to the Business and Compensation Plan, the sponsoring PBO must comply with the following guidelines:

The sponsoring PBO must disclose the average profits, earnings, and sales figures and percentages as published from time to time by the company.

Must use only the literature produced and authorized by the company itself.

May use those earnings and/or commission representations based on their own personal experiences, provided that they at the same time disclose the average profits, earnings and sales figures and percentages as published from time to time by the company.

May cite lifestyle examples like travel, automobile and homes of successful PBOs, provided such benefits were actually accrued as a result of building a successful ProYoung Business.

Must not say that a successful distributorship can be built in the form of a “wholesale buying” in which the only products bought and sold are then transferred to “PBO” at the latter’s own cost for their personal use.

Must not say that there is no requirement for retail sale or marketing of products.

Just not promote the enjoyment of tax benefits as the best or principal reason for becoming a PBO.

Must not say that the ProYoung Business is a “get-rich-quick” opportunity in which it is easy to achieve success with little or no expenditure of effort or time.

Must not present the PBO plan or solicit participation in the PBO plan through any broadcast communication methods including mass mailing, telemarketing, national or international advertising, radio, television, facsimile services, computer communication networks including the internet, or any other means by which personal contact with the prospective PBO is not present. However, the PBOs may use digital media or maintain an internet website for use with prospects, provided that the contents of such media or website meets the requirements set within the PBO guidelines herein (attached), and otherwise complies with the rules of conduct.

7.4. No Exclusively Allocated Territories: No PBO shall represent that here are exclusive territories available under the Business and Compensation Plan

7.5. No Obligation to Purchase: No PBO shall represent that there is any obligation to purchase products and/or services under the said Business and Compensation Plan, nor shall he/she represent, purposely allow or gain from any representation or implication that benefits may be derived solely from the purchase of the company products or services in conformity with the Compensation Plan.

8. Use of Intellectual Property of ProYoung International Private Limited

The company’s trade name, trademarks, and service marks are the intellectual properties of the company and the latter reserves full and absolute rights towards the same. The company ensures that it takes all measures to secure its rights and prohibits unequivocally any person from misusing the said intellectual property rights or infringing the same. It is of paramount importance to the company and therefore mandatorily inculcated in the ethical conduct of every PBO, that such intellectual property rights of the company be protected at all times, for it is what distinguishes the company’s efforts and reputation from the other players in the market.

The company therefore for the reasons stated hereinabove but not limited to the same, shall not allow use of its trade name (company name), trademarks (product names), designs or symbols by any person including the PBOs for any purpose whatsoever without prior permission obtained by means of formal application to the the authorised personnel of the company. The company in this regard reserves the right to issue cease and desist orders to any persons using its trade names, trademarks, designs or symbols without acquiring due permission and having acted against the will of the company in such regard. In furtherance of the spirit of this clause, the PBOs are bound to conduct correct and consistent use of its logo and no alterations in such regard shall be made. In the event that any PBO desires to have the true and correct copies of the logo of the company which he/she/it/they are authorized to use in the conduct of their ProYoung Business, such copy of the logo may be procured upon request to the company.

8.1. ProYoung Business not to be propagated as fundraising endeavors: It is strictly prohibited of the PBOs to use the company products or services in conjunction with any fundraising endeavors. Any representation that all or portion of the gains, proceeds or profits earned due to sale of the company’s products shall benefit any particular group, organisation or cause, shall be held in violation of this agreement and the concerned violator’s ProYoung Business Agreement shall be terminated at the option of the company with or without notice.

8.2. Use of Imprinted cheques: All PBOs using imprinted cheques in the conduction of their respective ProYoung Business are prohibited from using the official logo of the company or the company’s trade name under any circumstance whatsoever. It is imperative that the PBOs shall not refer to themselves as anything other than a ProYoung Business Owner in drawing a cheque in furtherance of his/her/their/it’s ProYoung Business.

The only authorized use of the company name for imprinted cheques by PBOs are (a) ProYoung Business Owner, or (b) ProYoung Direct Seller.

Any person holding the status of a PBO shall in no manner whatsoever imprint any such name on the cheques that may represent or imply an agency or representative or employment relationship with the company.

8.3. Use of Literature, Stationery and material of the like: No PBO under any circumstance may produce or procure from another source other than the company any stationery, any give away item, promotional literature of any kind upon which the company’s logo or any of its trade names and trademarks are imprinted without securing prior or written approval of the company.

In furtherance of the spirit of this clause, no PBO shall print or cause to be printed any stationery or anything of the like material bearing any of the company trade names, trademarks or logo without obtaining prior written consent from the company, for any purpose whatsoever. The precise copy of the form in which any such print is sought to be made, must be sent to the company for its approval. Only upon such approval by the company shall the PBO move forward with such printing and shall at all times abstain from deviating from the exact approved form in which such printing is to be done. In the like manner, the company’s logo, any of the company’s trade names or trademarks shall not be printed or affixed in any sports uniform, shirts or any sort of garments without the prior permission of the company which has to be obtained by the concerned person in the manner as stated hereinabove in this clause.

The meaning of the clause hereinabove shall include meaning that no person or PBO shall produce any item or product or render any service bearing or using the logo or trade name or trademarks of the company unless approved by the company on the application for the same by the concerned PBO.

8.4. Copyrighted Materials: All printed materials supplied by the company in course of its business to any person are copyrights of the company itself and shall not be reproduced in whole or in part by any person unless prior permission to do so has been obtained from the company by means of application towards the same.

8.5. Consequences of Violation of the provisions under Clause 8 of this code: In the event that any person or PBO is found in violation of clause 8 of this code, shall be subject to disciplinary action at the option of the company and shall be subject to all or any of the following consequences at the pure discretion of the company itself.

The PBO or any other person concerned may be required to remove, cancel or destroy any improper signs, literature, advertising, or change any relevant details that have been listed improperly. In the event that any such relevant details so advertised or propagated in any manner whatsoever is sought to be changed at the option of the company, the same must be done without any reference to the previously advertised or propagated improper detail.

The PBO or the person concerned may be denied any rights to make any further use of any of the company’s intellectual property.

The ProYoung Business Agreement of the concerned PBO is terminated with or without notice.

The concerned PBO or any person related and relevant to the subject matter of the violation referred to herein may be held liable for monetary damages to the company for unauthorized use of the company’s intellectual property.

9. Demise and Devolution

9.1. When an administrator is duly appointed by the PBO: It is the sole discretion of the concerned PBO to appoint any representative and/or administrator for the purposes of his/her PBO membership account, to operate the same and consequently the respective ProYoung Business in the event of his/her death. On the occurrence of the unfortunate demise of such PBO, the representative and/or administrator of the then late PBO’s estate shall with letters of administration or other proper authority notify the same to the company at the earliest and may resort to any of the following:

Sell the ProYoung Business in accordance with the provisions of Clause 6 of this code.

In the event that such representative and/or administrator of the late PBO’s estate becomes a PBO himself/herself, carry on such ProYoung Business as he would if it were his own.

In the event that the representative and/or administrator of the deceased PBO’s estate wishes to appoint a representative to act on his capacity to cater to the concerned ProYoung Business, he/she/they may do so upon notification to and approval of the company and upon such terms and conditions that the company shall then provide and which is consequently agreed upon by such representative and/or administrator and the company itself.

9.2. When an administrator is not appointed by the PBO: In the event that a representative and/or administrator is not appointed by the then late PBO, the company may at its own accord appoint a representative to manage the concerned PBO membership account under the terms and conditions that the company deems fit and proper. The company may at its own discretion chose to terminate such PBO membership account in accordance to the provisions laid down in clause 14 of this code.

9.3. If the PBO membership account belonged to a married couple: In the event that demise of any of the spouses’ to a married couple, both of whom were PBOs, occurs, the surviving spouse and PBO shall be in charge of the concerned ProYoung Business by default unless the company at its own discretion decides to cancel or terminate such PBO membership account or ProYoung Business Agreement.

9.4. If the PBO membership account belonged to more than one unmarried persons: In the event of the unfortunate demise of any of the members of the PBO membership account so held by the group of persons, the surviving members shall be in charge of the concerned ProYoung Business unless the same is cancelled or terminated by the company at its own discretion. However, such charge of the concerned ProYoung Business by default shall hold good for only 30 days from the date of demise of the referred PBO. It is within such 30 days that the letters of administration or other documents showing proper authorization must be notified to the company by means of an application. On perusal of such documents of authorization, the company shall call upon the surviving PBO(s) to:

obtain (by will, sale or operation of law) the interest of the deceased PBO in the concerned ProYoung Business.

transfer or assign the deceased PBO’s part in the concerned ProYoung Business to another PBO who shall then operate the business in the like manner with the surviving PBO(s).

sell the ProYoung Business in accordance with the provisions of clause 6 of this code.

appoint a representative to manage and operate the PBO membership account of the concerned ProYoung Business upon terms and conditions established by the company.

10. Enforcement of Code of the Conduct

Violation of Code of Conduct of the Company herein is extremely serious matter, not only because of the effect it may have on the business of an individual PBO but also result such conduct may have on the opinion held by the Public, media and Government Officials. Therefore, the company shall ensure regulation in such regard and take all steps necessary to correct any violation by means of guidance and counseling. Further action may be required in more serious cases including but not limited to the following:-

(Adherence to the Code of Disciplinary protocols may become relevant and at the behest of the Company)

a)Retraining of the PBO and business Group :

b) Suspension period for the offending PBO

c)De-sponsoring the offending PBO and his business Group

d)Termination of the PBO’s account.

In the instance of violation of the Company’s Code of Conduct and Code of Ethics, the procedure for complaint shall be imperative to be followed as laid down hereinafter.

10.1 Complaint procedure

On discovery by a PBO that there may have been a violation of the Code of conduct and the provisions of this code of ethics, such PBO must notify the company of such violation along with the facts and documentary or any other form of evidence available in connection with the concerned violation.

10.1.1 On receiving any notice of violation the company will notify the concerned PBO and give him an opportunity to answer the same.

10.1.2 If the company vide its authorized personnel determines that the notice it has received does not contain adequate facts and is accompanied with insufficient evidence upon which a decision can be arrived at, additional information may be requested from any concerned party by the Company.

10.1.3 After the company has received all information of the facts and circumstances relevant to the complaint the company vide its authorised personnel shall decide whether there has been a violation of such Code of conduct and code of ethics and thereafter discuss the matter with the PBO(s) involved to explain the rationale behind the Code laid down herein and thereby obtain required assurances (by means of undertakings) for such instances of violations not occurring again.

10.1.4 If such information is found to be true and correct the company shall bear authority in employing the appropriate corrective action as deemed fit and proper. The decision taken by the company or its authorized personnel shall be full, final and binding

10.1.5 On having arrived at a decision the company shall issue to the parties in view of the matter at hand to the parties concerned wherein the compliance of the order and direction therein shall bear a returnable date. However, if the compliance has not yet occurred on the expiration of the time limit as mentioned in the decision letter, further enforcement action shall be taken by the Company at its own discretion, which may vary with the facts and circumstances of the case at hand. Notice of such enforcement action shall be served upon the concerned and involved parties as a mere formality. Such letter shall be sent either by registered post or by e-mail.

11.Termination on De-sponsoring

The company can terminate/ De-sponsor a PBO if he/she is found

a)Giving wrong or false information in the Registration/Application Form

b)Mis-representing the company or the company’s business

c)Causing any breach of the Code of the Conduct of the Code of ethics

d)convicted of an offense punishable by law?

e)to have been declared bankrupt ?

f)being not mentally sound to handle the concerned ProYoung Business ?

11.1 Desponsor on False Communication: In the event that any of the following occurs, the company at its own instance and by notice in writing to the PBO concerned may terminate the authorisation to operate as a PBO or de-sponsor such PBO from his respective business group :-

a)If in the company’s opinion the PBO has provided false information in his application form

b)If the PBO makes a serious misrepresentation of the company or the company’s business which, in the company’s opinion is not likely to be satisfactory remedied by corrective action.

c) If the PBO breaches any of the Code of conduct or the Code of ethics and fails to rectify such breach within the time period allotted by the Company in its written Notice on having taken accord of such breach.

d)If the PBO commits repeated breaches of any of the Code of Conduct of the Code of ethics.

e)If the PBO (or if the business comprises of two or more any individual of those persons) is convicted of an offence punishable by law

f)If the PBO (If the business comprises two or more individuals, any of those persons) is suspended or disbarred from practicing his usual trade or profession by any association, institute or professional society.

g)If the PBO becomes the subject of bankruptcy or winding up proceedings

h)In the event that PBO dies without either an executor or heir appointed by the Executor who wishes to assume responsibility for continuing deceased’s business ;

i)In the event the PBO is incapable of acknowledging his affairs by reason of mental condition;

j)If the PBO commits a breach of terms and conditions of failing of value added services including payment thereof and any other services provided by the company.

11.2 Not Subjected to Appeal: The decision of the Company regarding termination or de-sponsoring of PBO shall be final and binding one such PBO and would not be a subject to appeal before any forum whatsoever.

11.3 Termination Effects:

The termination of a PBO means termination of :-

a)All rights as a pre-young business owner

b)All income being generated after the date of termination

Termination of PBO’s authorization to operate as PBO would mean the termination of rights derived from the said authorization and injunction therewith, the right to receive any further income from or generated by such business arising or accruing after the date of termination, except the right to receive which remain of the discounts corresponding to the breaches which or made prior to the termination date. Termination shall be effected upon the dates specified by the company in its written notice to the PBO.

“De-sponsorship or de-sponsor from one’s business group” means the removal of the PBO from his possession of the sponsor in the line of sponsorship (including at the absolute discretion of the company, the renewal of the PBO’s right to ever sponsor against in his lying of sponsorship or any other line of sponsorship), such removal being effected by written notes from the company to the relevant PBO and becoming effective why date stated in such notice.

11.4 Process of termination or de-sponsorship:

PBO, whose authorization is cancelled or who is to be de-sponsor, shall be given written notice of the company’s decision either by registered post or email. In addition to complying laws of India pertaining to such termination or de-sponsorship, Notice of termination, cancellation or de-sponsorship shall :-

a)Be mailed to the last mailing address such parties as shown in the company’s records

b)If applicable state the Code violated by the concerned PBO

c)State the tender on such action shall become effective.

11.5 Conditions to be comply with termination:

11.5.1 Upon termination of the concerned PBO’s authorization to act as a PBO shall forthwith return in good condition of the Company’s product in his possession in accordance buy back policy as may be provided when the need arises.

11.5.2 Such PBO shall also cease immediately to use all trademarks, trades name insignia or other industrial property used in or related to the company’s business and also cease to identify himself or herself as a PBO.

11.6. In the event that PBO is de sponsored or his agreement terminated, he/she/they shall have no claim against the company arising out of or in respect of the termination or de-sponsorship.

12. Suspension of PBO again

12.1 Upon Code of Conduct Violation

In an effort to eliminate the representation of the company’s compensation plan within the laws of sponsorship or as an alternate be the terminated business of PBO who has violated Code of Conduct or Code of ethics, the company may employ, authorized action and procedures to engage proper conduct and to correct the misconducted thereof. The company may use any or all of the following the address of the matter

a)Hold/forfeit payment of commission, higher award monies or other monies payable to the business

b)A suspension authorization to conduct any sponsoring activities under the rear facts and circumstances wherein the facts opined that the interest of any line of sponsor adversely affected by the inability or unwillingness of a PBO within the same line of sponsorship to properly carry out his or her responsibility and obligations as a PBO, the company may by notice in writing appoint a Manager to run the business violating PBO. Such appointment shall hold good handle the company resolved the situation.

13. Termination, De-Sponsorship or Suspension by the company without formal complaint :

13.1 Termination Initiation:

The company may initiate termination, de sponsor or suspension of a PBO even in the absence of formal complaint. The company, however, shall not take any adverse against the concerned or alleged violating PBO until and unless he is offered an opportunity to explain and/or justify his conduct.

13.2 Termination without Intimation:

Where the violation has been of such magnitude as to bring in the serious question and right of such PBO to continue operating his business, the company may terminate without affording such PBO the opportunity to rectify his past in proper conduct. Such decision is a matter of period and shall not be subject to change in any manner whatsoever.

14.Disposition of Terminated, De-Sponsor or Non-Renewed Business:

In the event that the company determines that it is necessary to terminate de-sponsor or not renew a PBO’s business or if a PBO cancels his entire agreement for fails to renew within the required time period, or dies to leave heirs who will assume operation of the PBO action, the disposition of the business of such distributorship will be determined by the company in its sole discretion. In exercising its prerogative to determine the disposition of such business, the company may elect to employ one of following objects:-

a)Sale or assignment of business if the company elect to sell or assign the business, and subject to the provision of the foreign exchange management Act, other applicable laws, and regulation. In the light of the same, the following may be observed:-

i)The business will be offered for sale for assignment to common PBO recommencing the order of priority as impugned by the authorized personnel of the company.

ii)The terms of the sale will be set forth in a written contract executed between the company and the purchaser

iii)The business will remain in its current position in the LOS and will be made the Second business of the purchaser.

iv)All funds resulting from the sale added to an incentive fund to be distributed by the company amongst the eligible PBOs

v)If the company so elect the business instead of being will March with the business of the first qualified sponsor up-lying in the line of sponsorship.

14.1. Not limited to mention the mode of dis-possession of business:

Notwithstanding anything stated in this clause or in other clauses of this document above modes of dispossession of business in anyway limits or restricts the company’s right to exercise complaint behave into implying new methods and/or timing of such disposition.

Rules of Conduct

1. Introduction

The company’s rules of conduct define and establish certain principles to be followed in the development and maintenance of a ProYoung Business and the rights, duties and responsibilities of each ProYoung Business Owners.

The rules herein are designed to preserve the benefits available to all the PBOs under ProYoung’s Business and Marketing Plan.

The company and the PBOs have a binding contractual relationship. The terms and conditions of this relationship are set forth in the ProYoung Business Owner Application Form, Compensation Plan, and Code of Conduct as amended by the ProYoung International Private Limited from time to time.

The company may notify all such amendments to the PBOs by publication on its official website “www.proyoung.com” or other places where possible.

2. Definitions

In these Rules unless the context otherwise requires, the following words and phrases shall mean what is given below:

2.1. ProYoung Business Contract: shall mean the agreement setting forth the rights and duties of a PBO which in accordance to clause 3 below is entered into through acceptance of the company vide the application form, inclusive of its terms and conditions and include the following:

i.) The ProYoung Business Owner Application form

ii.) The terms and conditions forming part of the aforementioned application form.

iii.) The ProYoung Compensation Plan

iv.) The Code of Ethics of the ProYoung Business Owners

v.) Code of Conduct for the ProYoung Business Owners

vi.) The Quality Assurance Standards, as amended from time to time the company may notify any such amendments on its official website “www.proyoung.com”

vii.) The ProYoung Refund Policy

2.2. “Company”: would mean “ProYoung International Private Limited” for all purposes of this Code of Conduct.

2.3. Business Group: Refers to a PBO and all his personally sponsored PBOs. All those PBOs sponsored by his personally sponsored PBOs and so on down to and including those who have not sponsored anyone.

2.4. Customer: Means a person not being a PBO or preferred customer who is an end user of products and/or services offered through or by the company.

2.5. “Sales Volume Points” (SVP): Points allotted to each product on the entire product line of the company, which shall bear importance, hold significant, and reflect in the the parameters for calculation of commissions or compensating their sales. The value of such points shall be variable and at the pure discretion of the company. The decision of the company in this regard shall under no circumstances whatsoever and for no reason be liable to be challenged and/or appealed against.

2.6. “Preferred Customer”: Any person who intends and so actuates such intention by applying for becoming a ProYoung Business Owner by having complied with the clauses of section , shall be considered a preferred customer under the meaning of this clause. On having attained the status as referred to in this clause such person shall be eligible to buy products as per the Compensation Plan at PBO Prices for personal use and also be able to sell such products to other prospects or customers alike and thereby enjoy retail profit over sales of such products. However, such person falling under the meaning of this clause shall not be able to sponsor any prospects or customers and thereby be able to enjoy the benefits of earning commissions and other privileges by the company from time to time.

2.7 “ProYoung Business Owner”: A preferred customer shall become a ProYoung Business Owner (hereinafter referred to as “PBO”) on having complied with the provisions as laid down under clause 4.2 (A).

2.8. “PBO Account”: On having attained the status of a PBO under clause 2.6. the preferred customer account shall be upgraded to an account under the meaning of this section, vide which the PBO concerned can engage in the process of sponsoring prospects and start reaping the benefits of the multi-level commission plan that the company herein employs.

2.9. “Preferred Customer Account”: is the online account vide which the preferred customer shall operate his/her/its ProYoung Business transactions or purchases for personal use.

2.10. Foster Sponsor: means a PBO who agrees to assist, train and motivate an internationally sponsored PBO as a member of his Business Group.

2.11. Internationally Sponsored PBO: refers to any PBO introduced to the company by another PBO who resides outside of India (International PBO), who is then sponsored into the company and then assigned to a foster sponsor in India.

2.12. Line of Sponsorship (LOS): means the structural arrangement of PBOs established by the contractual relationship that each PBO has with the company.

2.13. LOS Information: Includes all information that discloses or relates to all or part of the LOS including but not limited to PBO numbers and other ProYoung Business identification data, PBO personal contact information, PBO performance information, and all information generated or derived therefrom, in its past, present or future forms.

2.14. Market: means the territory of India and such additional territories as may be added by the company from time to time.

2.15. Diamond: means a PBO who has achieved a certain level of Business activity as defined by the ProYoung Compensation Plan and who consequently becomes bound by the additional responsibilities and is eligible for the additional opportunities detailed in the service agenda.

2.16. Prospect: Means a Potential ProYoung Business Owner.

2.17. Code of Conduct: Shall mean these Rules of Conduct for PBOs which can be changed or modified by the company from time to time as provided in these code of conducts.

2.18. Sponsor: Means a preferred customer who is identified by an application to become a ProYoung Business Owner and consequently becomes a PBO in compliance to the provisions laid down under clause 4.2 hereinbelow and who in turn is assigned by the company to support the requesting applicant if the same is accepted by the company as a PBO.

2.19. All the terms used in these rules that are defined or explained in the company’s Compensation Plan shall have the same meaning as given in the Compensation Plan.

2.20. Except when the contents of this code so requires, everything that is in the singular shall include the plural and whatever refers the masculine shall include the feminine.

2.21. The ProYoung Compensation Marketing Plan forms an integral part of the ProYoung Business Contract.

3. Becoming a ProYoung Business Owner

3.1 Application: For any person seeking to become a ProYoung Business Owner (hereinafter PBO) must fill up the application form duly supplied to such interested person by the company or its representative and submit the same along with the requisite supporting documents as specified therein. In the event that the applicant herein has the status of Non-Resident Indian (NRI), Person of Indian Origin (PIO) or Overseas Citizen of India (OCI), operation of such persons/applicants if approved shall be in a manner that the policies of the company at the time of such application provides.

3.2. Equality: The opportunity of becoming a ProYoung Business Owner shall be given to all applicants regardless of their caste, sex, religion, race or political beliefs.

3.3. Eligibility: To become a PBO or to renew an existing registration with the company to become a PBO, the applicant must:

  • Be at least 18 years of age;
  • Be a citizen of India, unless expressly permitted by the Company to apply as a Non-Resident Indian (NRI), Person of Indian Origin (PIO), or Overseas Citizen of India (OCI);be of sound mind;
  • Have no criminal records of any nature whatsoever in any country (the applicant shall be duty bound to provide a declaration to such effect in the event that the company demands for the same at its own accord and discretion);
  • Not be engaged into any legal issues which disables him/her from carrying on such business as agreed to under the agreement to which this code is a part of.
  • Not have been suspended/banned/debarred from his/her current profession or business by any professional association/institution/society of any sort.

Nothing stated hereinabove in this clause shall seek to limit the rights of the Company in any manner whatsoever.

3.4. Approval of Application: The Company reserves all rights in regard to approval of any application, amounting to acceptance or rejection, without owing any duty of explanation or disclosure to the applicant.

3.5. Effective date of Approval/Acceptance: The effective date of approval or acceptance of such application/registration form shall be considered to be the date on which the company through its authorised representative expressly communicates such approval/acceptance vide registered post or email to the applicant concerned. The applicant, PBO thereafter, may seek to commence his/her business under this agreement, immediately, on receipt of the said approval/acceptance, and completion of any subsequent formalities required to be done by the company, in accordance to the company policies at that time.

3.6. Prohibited Sponsoring Practices: No person seeking to become a PBO shall be required to, or any authorised PBO as a condition for providing assistance to such interested person seeking to become a PBO, require such interested person to:

  • Pay any sort of joining/registration/membership fee or buy any amount of products of the company;
  • Maintain any specified minimum inventory unless so agreed to previously with the company;
  • Purchase any “product”, “pack” or guiding materials for PBO;
  • purchase tapes, literature, audio-visual aids or other materials or participate in any programs unless otherwise agreed with the company;
  • Purchase tickets for and/or attend or participate in rallies, seminars, or other meetings organised by or of the company.

3.7. Membership Period: A PBO shall continue to remain so unless the agreement of which this code is a part of is terminated in accordance to the provisions laid down under the “Terms and Conditions” of the PBO application/registration form or Clause 11 of this code.

3.8. Resignation: A PBO may resign or cancel his/her ProYoung Business at any time by sending a letter to such effect to the company vide registered post and email, wherein such PBO shall be bound to show cause the reason for such resignation, with a prior notice of at least 30 days. In the event that such PBO has any outstanding dues with the company or any other PBO, resignation shall not be valid unless such dues are cleared.

3.9. Application by Former PBO: A former PBO can request to be authorised as a new PBO in accordance to the Clause 6.4.

3.10. Operation under an unregistered/informal partnership: In the event that a group of 2 or more persons seeking to operate as a PBO collectively applies for being registered as a PBO under the Company despite being unregistered under the Indian Partnership Act, 1932 or the relevant statute of any other country concerned, such persons may conduct their business collectively as partners, however the registration with the company shall be required to be done in the name of the individuals and not in the name of the business that the partnership may use for other transactions.

3.11. Registration of Legal Entities: An applicant may own and operate his/her business under this agreement as a sole proprietorship concern, or registered partnership firm, or limited liability partnership (LLP), or Limited Liability Company (LLC), or a company incorporated under the concerned law of such country, provided it complies with the provisions laid down hereinafter.

In furtherance of preserving the very essence of the Direct Selling Model of Business that the Company operates under, it would not ordinarily appoint the form of legal entities as mentioned hereinabove in this clause as PBOs or approve a transfer of an existing PBO membership to any such legal entity from one or more individuals. It is the pure discretion of the Company to approve the application for new membership or the transfer of any existing membership of any individual to any such specified form of legal entity.

The impersonal character of a legal entity is opposed to the essence of the form of business the company engages in and therefore may result in unfavourable consequences for the company. It is for such reasons that the conditions and/or restrictions on such applicants with a legal entity is enumerated herein below:

  • The legal entity in addition to the PBO registration/application form must submit a board resolution with special majority ensuing authorisation to take membership as a PBO and stating the authorised representative for purposes of business with the company, in case the applicant is a company incorporated under the law of the concerned country; or letter of authorisation signed by all partners ensuing authorisation to take membership as a PBO and stating the authorised representatives for purposes of business with the company, in case the applicant is a registered partnership firm or a LLP.
  • All persons who actually conduct or who intend to participate in the business under the PBO membership concerned must comprise the majority of partners in case of a registered partnership firm or in case of a company collectively own notes than a majority of the equity share capital of the company and must constitute a majority of the Board of Directors of the company.
  • Any change in the partners, in case of a registered partnership firm or in case of a company, no change in the number of shares issued, in the ownership of shares or in the membership of the Board of Directors, may be made, and no agreement or arrangement affecting control of the company by the individuals conducting the business under the concerned PBO membership may be adopted without application to and prior written approval by the Company.
  • All partners, shareholders and directors shall personally, unequivocally, and irrevocably guarantee due performance by the partnership firm/company of all its obligations and responsibilities as a PBO, especially those enumerated under this Code and the Code of Conduct as set forth from time to time.
  • The sole business of the applicant legal entity must be the operation of the concerned PBO membership account and the business thereof. No other business may be conducted by such entity.

3.12. Trust PBO: A PBO membership account may be transferred to or become the part of the corpus of either a trust established inter vivos or vide a will, provided there has been compliance with the conditions stated hereinafter.

The creator of the trust must have been a duly qualified and authorised PBO at the time (or, in case of a deceased PBO, immediately prior to that time) that the PBO membership is transferred to the trust so created.

  • The beneficiaries of such trust may be the family members of the PBO to whom the membership originally belongs, or any individual who is eligible to become a PBO under this code. However, it is imperative that the beneficiary is not a business entity, existing corporation, charitable organisation, non-profit organisation, a foundation or any similar entity.
  • The trust instrument or the indenture must not permit the beneficiaries to assign any beneficial interest in the trust.
  • The trustee (all co-trustees, if more than one) file an application duly signed and addressed to the CEO of the company to receive authorisation to continue such businessAn original signed (or certified) copy of the trust indenture must accompany the application hereinabove, and the trustees shall promptly file with the company any amendments or documents which may change or seek to change the terms of the indenture of such trust concerned.
  • All trustees must execute on the Trust’s behalf an irrevocable guarantee that such trustee(s) shall perform all duties and discharge all obligations as a PBO, especially as outlined in this Code and the Code of Conduct as set forth from time to time.
  • The trust so created or sought to be crated under the foregoing clause shall not be perpetual and shall only continue beyond the date necessary to protect the interests of those trust beneficiaries who are unable to act for themselves legally e.g. minor children or incompetent persons, or who, because of age or inexperience are in need of assistance to conduct business affairs.
  • The trust so founded or created shall conduct only the business of the PBO membership account concerned and no other.

3.13. PBO memberships of spouses: If both spouses in a married couple wishes to become a PBO, each of them shall operate under their own ProYoung Business Account as two individuals otherwise would, however one spouse in such couple must have to sponsor the other, and thereby exist under one single LOS. If one of the spouses is already a PBO and the other spouse elects to be a PBO, then the latter must have to be sponsored by the former. The conditions furthering this clause is enumerated herein below.

  • In the event that two spouses in a married couple become PBOs and are operating under two different ProYoung Business Accounts, in the process of which one of the spouses attains the status of a Diamond Entrepreneur, the other spouse shall have to surrender his/her ProYoung Business Account by means of sale, transfer or abandonment, and join the ProYoung Business Account of the then Diamond Entrepreneur and operate under such single account of the former.
  • In the event that two existing PBOs elect to get married and they originally operate under different lines of sponsorship insofar as their PBO membership accounts are concerned, any one of the spouses must have to surrender by means of sale, transfer or abandonment, his/her PBO membership account. Thereafter if the spouse who had surrendered her ProYoung Business Account wants to continue as a ProYoung Business Owner then he/she shall be eligible to do so on being sponsored by the other spouse.
  • If either of the spouses of a newly married couple has attained Diamond Entrepreneur status as PBO or is already of the status of a Diamond Entrepreneur or above at the time of their marriage, the principles as laid down in sub-clause A hereinabove shall apply. If either of the spouses thereafter elects to surrender the Diamond Entrepreneur (or above) account by means of sale, such must be done in accordance to the provisions laid down in this code hereinafter and consent to such sale or transfer shall have to be given by both spouses in writing to the buyer or transferee, a copy of which shall also be required to be served to the company at its registered address by registered post and also by means of email. In the event that either spouse elects to abandon such existing PBO membership account, the sponsorship of the abandoned distributorship shall pass up in the Line of Sponsorship to the next Sponsor.

4. Responsibilities of ProYoung Business Owners

The PBOs in concept and practice, are retailers of the products of the company and must meet sales criteria set by the company in order to retain the status as PBO. In addition to the same they must complete the required training in order to continue as PBOs and be eligible to recommend new applicants for the status of PBOs to the company.

4.1. Adherence to the rules of this agreement: At all times PBOs must strictly adhere to the Code of conduct and to other documents and correspondences that comprise this agreement. The company may from time to time amend the Code of conduct and any other document comprising this agreement through notice on its official website, www.proyoung.com.

If the PBO does not agree to be bound by any amendment(s), he/she/they may terminate the agreement with immediate effect by giving a written notice to the company, failing which the concerned PBO’s continued relationship with the Company constitutes an affirmative acknowledgement by such PBO of the amendments and his/her/their agreement to be bound thereto.

4.2. Retail of Products and the requirement to have preferred customers: The PBO agrees and undertakes that purchasing company products shall be for the purpose of sale to the customers and that the concerned PBO shall without fail maintain true record of such sales and provide records of such sales to the company in accordance with the rules, or when such records are called upon.

  • Each PBO shall be required to make a purchase of a minimum of products and consequently accumulating 1000 PSV, within 30 days of having registered as a preferred customer. In the case where the PBO is unable to meet the conditions as mentioned in this clause, such PBO shall be reclassified as a preferred customer. Such reclassified preferred customer shall attain the status of PBO thereafter only on having accumulated 2000 PSV.

4.2.1 Eligibility for a sales commission:

Eligibility for a sales commission is based on a PBOs demonstrated retail sales volume and contributions to retail sales by other PBOs in his/her downline sales group.

  • In order to earn a sales commission on downline volume during a given payout schedule, PBOs ranking upto Emerald Entrepreneur must have accumulated vide purchases at least 2000 PSVPs (Personal Sales Volume Points) in the three immediately preceding pay schedules.
  • If the PBO who attained the rank Diamond Entrepreneur must have accumulated vide purchases at least 3500 PSVPs (Personal Sales Volume Points) in the three immediately preceding pay schedules.
  • PBOs ranking Power Diamond Entrepreneur and above must have at least accumulated vide purchases of 7500 PSVPs (Personal Sales Volume Points) in the three immediately preceding pay schedules.
  • Upon request by the company, any concerned PBO may additionally be required to provide a description of activities that contributed to the sales in the month for which the sales commission is claimed.

4.3. Visibility in Retail Stores and ECommerce Websites: The company does not permit the PBOs to display or sell its products or literature through retail stores and e-commerce websites. No PBO shall sell or display or permit the products or services of the company to be sold or displayed in retail stores (this shall include non-ProYoung e-commerce websites), schools, fairs, ships or military stores; nor shall he or she permit any such products to appear in such locations even if the products or services therein themselves are not for sale. No literature of the company shall be displayed in retail establishments. A PBO who works in or owns a retail store must operate his/her business in regard to this agreement separately and apart from the retail store. Such PBOs must secure customers and deliver products to them in the same manner as a PBO who have no connection with a store would normally do. Other types of retail establishments which are not technically stores such as barber shops, beauty shops or professional offices likewise must not be used to display the products of the company, information about the company’s services or literature unless warranted by the pre-conditions laid down hereinafter.

Furthermore the PBOs are not permitted to use communication methods such as television, merchandising channels, computer networks, national or international advertising to secure or trying to secure customers.

  • Exception to the foregoing rule: (Retail store for health clubs, doctor, and clinics) Display and Sale of health and sport nutrition products are permitted in health and beauty establishment under the following conditions:a. The primary focus of the business is service and the retails sale of products is incidental to the service provided. (e.g. health clubs and doctor clinics)

    b. Only the company’s products directly related the service provided by an establishment will be allowed. e.g. a health establishment i.e. gym can only display use and conduct sale of nutrition products of the company.

    c. The concerned PBO is the majority owner and operator of the establishment or he is the manager or controller of the establishment and has an authorisation in writing from the majority owner or the operator of the establishment for sale and display of the products of the company.

    d. Display of the products of the company and/or brochures is restricted to the inside of the service establishment and should not be visible on the outer display, visible to general public.

4.4. Honest conduct: In addition to the obligations of PBOs provided in the Terms and Conditions of the application/registration form, no PBO shall make any offer to sale any company product which is not accurate and truthful as to price, grade, quality, performance and availability. Further the PBOs cannot:

  • Make exaggerated product claims with regard to the company products and those sought to marketed by the company through the PBOs.
  • In any way whatsoever, represent incorrectly with regard to prices, quality, standards, grades, contents, style or model, place of origin or availability of the company products or those sought to be marketed by the company through PBOs.
  • Falsely state that the company products or the products sought to be marketed by the company, have features which in knowledge of the concerned PBO at the time does not in fact have. It is however the duty of the PBO to participate in the seminars and training programmes and acquire the true and correct knowledge of the products and its intended use.
  • In anyway whatsoever act or present the company, its products or the products sought to be marketed by the company in a fraudulent manner or promote products that do not belong to the company’s product line, as if they did or sell the company products at a price below the purchase price.

4.5. No re-packing or Relabelling of Company Products: PBOs shall not repackage or otherwise change or alter any of the packaging labels of the company products.

4.6. Written Sales Receipt: A PBO shall deliver to the customer at the time of sale a written and dated order or receipt which shall,

  • Describe the product sold
  • State the price charged
  • Give the name, product code no. , address and telephone number of the concerned PBO
  • Include the Company’s product refund policy, and
  • Include the Company’s complaint redressal mechanism.

4.7. Customer Product Refunds: PBOs shall advise the company of any customer complaint and provide copies of all correspondence and details of all conversations regarding the complaint.

  • The PBOs are not authorized to make any type of offer or compromise or render the company liable for any complaint or product return.Whenever a customer requests product refund service within the stated period the PBO shall immediately offer the customer the choice of

    a. Refund of money paid as per the company’s then current refund policy

    b. Exchange for a like product or

    c. Full credit for exchange with another item

  • The PBOs hereby indemnify the company for any losses, claim. legal action, suit, (including any legal costs incurred) which are filed or which originate because of any failure by the PBOs to observe and abide by this rule.

4.8. Compliance with Applicable Laws, Regulations and Codes: The PBOs shall comply with all laws, regulations and codes that apply to the operations of their ProYoung Business wherever the said business may be conducted within the market, and they must not conduct any activity that could jeopardise the reputation of the PBO and/or the company. Applicable Laws, regulations and codes vary from one country to the next and from state to state in India and overtime and the company does not ensure or make any representations with respect to the quantity or extent of effort or expense required to comply with such laws, regulations and/or codes. It is the sole prerogative of the concerned PBO to meet the requirements of any law, regulation or code applicable to him/her and simultaneously abide by the provisions of this agreement.

4.9. Unlawful Business/Enterprise or Activities: The PBOs shall not engage in any unlawful or deceptive trade practice as defined by any central, state or local law or regulation of India and any country whose concerned law becomes relevant to the subject matter. No PBO shall operate any illegal or unlawful business enterprise engage or participate in any illegal or unlawful business activity or be convicted of any illegal or unlawful activity. An illegal or unlawful enterprise or activity is one which is prohibited by any central, state or local law or regulation of India and that of other countries to which this clause becomes a subject matter of.

If an application for PBO is presented to the company by a person who operates, or is engaging or is participating in any illegal or unlawful enterprise or activity. The company may hold such application in abeyance and contact the applicant to determine whether he/she is so engaged and, if so, what his or her intentions are concerning such enterprise or activity. Refusal or failure on part of the applicant to produce proof that he/she has terminated his/her relationship with such unlawful enterprise or activity shall disqualify his/her for such PBO membership, and his/her application shall be denied.

If, subsequent to approval of his/her initial application, a PBO is determined to be operating or engaging or participating in an illegal or unlawful enterprise or activity, and if, upon notification and request by the company, such PBO refuses or fails to terminate his/her relationship with such illegal or unlawful enterprise or activity, then the company shall terminate this agreement, with a mere communication and no notice, whereupon the the PBO shall lose all rights a privileges of a PBO.

4.10. Prospect Engagement Directives:

A PBO shall at all times conduct himself/herself in a courteous manner and shall not engage in any high pressure selling but shall make a fair presentation of the products of the company and the Compensation plan, when and where appropriate demonstrate such products.

Any PBO shall never impose himself/herself on his/her prospective customer and shall abide by the following:

  • He/she shall always take a prior permission or appointment before approaching a prospective customer and shall indicate the purpose of his/her visit and identify himself/herself as a PBO.
  • He/she shall provide the following information to the customer at the time of sale:a. his/her name, address and telephone number along with that of the company.

    b. he/she shall at all ties carry the Identity Card issued by the company along with photo IDs issued by any government agency.

    c. he/she shall fix time and place for inspection of sample and delivery of goods if the customer so desires.

    d. he/she shall provide the customer with a receipt containing the description of the product to be supplied as per clause 4.6.

  • If the customer indicates a desire to terminate the interview, the PBO shall immediately comply and shall leave the premises of the customer.
  • The PBO shall at all times make a fair presentation of the company products. The PBO shall also direct the customer’s attention to the use, direction and cautions, which may be included on the label for products

4.11. Employer-employee relationship: PBOs are independent Direct Sellers operating their own business and are not employees/agents/servants of the company or its affiliated companies. Any representation by the PBO to the contrary is not permitted. The PBOs are in no condition allowed to misrepresent his/her relationship with the company in any manner directly or indirectly. Such PBOs having engaged in such wilful misrepresentation are required to indemnify the company for any damage, prejudice, and legal costs incurred by the company in regard to such misrepresentation or false representation.

The PBOs are not permitted to use the registered address of the company or the addresses of any establishment of the company in any manner whatsoever, in the process of conducting his/her ProYoung Business.

The company does not permit in any condition or under any circumstance an employer-employee relationship to develop between the PBOs and the company. The Sponsors and all PBOs are urged to abide by the same, for the company shall not bear any sort of employee liability in regard to the word wide functioning of ProYoung Business by all authorized PBOs.

4.12. Franchises and Territories: Under any circumstance, no PBO shall represent to anyone that there are exclusive franchises or territories available under any Sales or Marketing plan of the company. Restriction to such representation shall include restriction towards the representation of authority to grant, sell, assign or transfer franchises or to assign and designate territories. The PBOs are not to represent that they are allotted territories to function and operate in conduct of their ProYoung Business, for the PBOs have no territorial limits whatsoever and may operate anywhere within India and in the event, the PBO is not a resident citizen of India, in their respective countries.

4.13. Regulation of Selling Activities: A PBO may engage in businesses/professional activity other than that of his/her ProYoung Business. However, such different business or professional activity must not be promoted or sought to be promoted through the conduct of his/her ProYoung Business or any event organized in furtherance of the same by the company.

Furthermore a PBO is allowed to make sales to customers and not another PBO in any condition or under any circumstance whatsoever. Any attempt of persuasion, or inducing means to persuade an authorized and registered PBO, by another such PBO who engages into sales of services and products other than that of the company, to conduct or engage into such business or professional activity other than that of the ProYoung Business is strictly prohibited. In addition to the same the PBOs are not allowed to take advantage of an activity organised especially to promote the company products and services, or any PBO’s efforts or resources, or their knowledge of, or their association with, other PBOs to promote and expand their business which is different from and is other than his/her ProYoung Business group.

In the event that a married couple functioning as a PBO under a specific PBO membership account elects to resign his/her authorisation as a PBO and subsequently takes advantage of his/her knowledge of, or association with, other PBOs to promote and expand his/her business or professional activity that is different from that of the ProYoung Business, the company reserves the right to terminate without notice the remaining PBO’s authorisation to function as a PBO with immediate effect.

4.14. Enticement to Change lines: No PBO shall directly or indirectly, entice/induce any other PBO to change their Line of Sponsorship. Under no circumstance, direct or indirect, nor for the purpose of helping another person, shall a PBO solicit, interfere or attempt to induce another PBO to leave his Line of Sponsorship or change his Line of Sponsorship.

4.15. Exporting Company Products: The PBOs are authorised to sell the company products and sponsor prospective PBOs within India only. No PBO is authorised to export or knowingly sell to others who exports products from India, or from any other country in which the company has established operations, into any country regardless of whether or not the company is conducting business in that country. The term “products” shall seek to include without limitation, all literature, sales aids or any other items obtained by the concerned PBO from his Sponsor or the company.

4.16. Manipulation of Marketing Plan/Anti-Stacking: No PBO shall manipulate the Compensation Plan in any way whatsoever which results in the payment of bonuses or other awards and recognition that have not been earned in accordance with the terms of the Compensation Plan. In this regard, the strategic and artificial structuring of a ProYoung organisation for the purpose of depth building on usage of the concept of “stacking” shall be considered as manipulation and is thereby rendered an unacceptable business practice. The subject matter of what constitutes stacking and/or manipulation is subject to the pure discretion of the company.

4.17. Activity Outside India or Activity outside registered market of PBO: PBOs who engage directly or indirectly, in any activity related to the ProYoung Business in a jurisdiction outside of India must do so in a manner that complies with the letter and spirit of the applicable laws, regulations, rules, policies and procedure to a PBO in such jurisdiction, regardless of whether they are registered and authorised PBO of the company in such jurisdiction. Failure to do so shall be considered breach of the terms of this agreement.

4.18. Spamming: PBOs are strictly prohibited from sending, transmitting, otherwise communicating or causing communication of any unsolicited email messages, Whatsapp messages, Facebook messages or messages in any social media platform of the like, in furtherance of his/her ProYoung Business to persons whom the PBO does not have a pre-existing personal or business relationship. This clause shall mean to include prohibition of emails through newsgroups, purchased mailing lists, purchased contact number lists, or any other lists of the sort of individuals or entities with which the PBO does not have a relationship.

In the event that the PBO elects to respond to an employment posting for someone seeking an employment opportunity, with the intention of sponsoring him/her or pitching such individual the option of becoming a PBO, they shall invariably include in the first paragraph of the said response state that they are offering a business opportunity. Any materials relevant to the ProYoung Business before being shared or brought to the knowledge of such prospective PBO must be approved by the company through its authorised personnel.

4.19. Privacy and Confidentiality: All PBOs vide entering into this agreement hereby agrees to uphold the the company’s privacy and confidentiality policies in regard to the PBOs and business information as laid down from time to time and hereinafter.

4.20. Right to Audit: The company reserves the absolute right to conduct audit of all PBOs to ensure compliance with the Obligations of a PBO under this agreement from time to time, with or without notice, at its own discretion.

All PBOs who are earning commissions owing to the multilevel commissioning system of the business model under which the company so operates are required to maintain a logbook in a manner prescribed by the company from time to time. The PBOs if found in violation of this clause more than three occasions he/she/they/it shall be liable for any of the following at the discretion of the disciplinary committee of the company in accordance to the code of disciplinary protocols:

Suspension of business activities and commissions

Elimination from all award ceremonies conducted by the company

Non-Invitation and/or withdrawal of invitation to award trips

Reduction or elimination of commissions payable to the concerned PBO

Denial of any awards and rewards from affected PBO up lines

Termination without notice of their ProYoung Business.

5. Responsibilities of a Sponsor

A sponsor is a person who falls within the meaning of the definition provided under Clause 2.13 of this agreement and agrees to:

Abide by this Code of Ethics and the Code of Conduct in their letter and spirit.

Train, motivate and assist all PBOs that he/she has sponsored, in furtherance of their respective ProYoung Businesses.

Encourage all PBOs that he has sponsored to attend training programmes organised by the company.

Advice his/her sponsored PBOs to abide by the Code of Ethics and the Code of Conduct in a proper manner.

Advice his/her sponsored PBOs on conducting promotional activities

A sponsor in order to maintain the status of the same must abide by the provisions of this clause as mentioned hereinafter.

5.1. Starter Guide: The sponsor has the duty of encouraging and bringing to the knowledge of the sponsored individual to procure or that he can procure a copy of the starter guide to ProYoung Business as published and provided by the company.

5.2. Preserve Integrity of a ProYoung Business Owner: The company seeks to impart and imbibe diligence and adherence to due process in conducting of its business and in the true spirit of the same to uphold its integrity and also expects every PBO to abide by the same principles. In furtherance of the same the PBO vide entering into this agreement hereby declares that he/she/they/it shall not directly or indirect indulge himself/herself/themselves/itself in any wrongful activity, including but not limited to false complaints and issuing threats to the company’s personnel, which could have any adverse effect upon the ProYoung Business of another PBO or on the reputation of the company itself.

In the event that any sponsor ceases to be a PBO by any manner whatsoever, the rights in relation to any other PBOs that he/she may have sponsored shall pass on to the next qualified PBO in his/her line of sponsorship.

5.3. Training: In all cases and at all times the Sponsor remains responsible and accountable under this agreement for ensuring that the compliant training, the refund policy training and motivation are made available to his/her sponsored PBO. In furtherance of such responsibility the sponsor is to conduct, or provide access to, training and motivation that enables the sponsored PBO to conduct his/her ProYoung Business smoothly.

5.4. Independent Operation: In any condition or under any circumstances whatsoever the Sponsor is not to represent the sponsored PBOs as his/her agents or employees.

5.5. Attend Training Programmes: The Sponsor should himself attend and encourage his personally sponsored PBOs to attend and participate in the training programmes organised by the company from time to time at its own cost.

5.6. Abide by Rules: The Sponsor bears responsibility to adhere strictly to the rules set forth herein and the other applicable laws, rules and regulations, thereby setting an example for the sponsored PBOs to follow and draw inspiration from. In furtherance of the spirit of the same, the sponsor also bears responsibility to encourage his/her sponsored PBOs to abide by the rules and comply with the standards set forth by all applicable laws, rules and regulations along with those laid down by the official publications of the company.

5.7. Render Advice: The Sponsor bears responsibility to advice his/her sponsored PBOs in regard to advertising and promotional activities in conduct of his/her ProYoung Business to ensure that they adhere to the ProYoung approved procedures and rules as laid down in this Code or amended from time to time by the company.

5.8. No Unprecedented Preconditions: Neither a prospective PBO, as a condition of becoming a PBO, nor any currently authorised PBO as a condition of receiving assistance in the development and furtherance of their ProYoung business from their sponsor be required to purchase any software or hardware for computers, subscribe to an Internet Service Provider, establish a website, or engage into any such activity requiring unnecessary expenses.

5.9. Restrictions on Sponsorship: The company herein reserves the absolute right to impose any additional restrictions on serving as a sponsor to PBOs based on any factor that shall be liable to be disclosed to such PBOs that shall be affected. Any such restriction imposed will be communicated to the PBOs affected within 10 days of such decision being made.

6. Line of Sponsorship

ProYoung protects the Line of Sponsorship (hereinafter referred to as the “LOS”) and the information thereto for the benefit of the company all the ProYoung Business Owners. The company treats the aforementioned information as confidential and thereby a trade secret. It is thereby agreed to by all concerned ProYoung Business Owners that the LOS and the LOS information are confidential, commercial and proprietary information (hereinafter referred to as “trade secret”) of ProYoung International Private Limited and shall not be disclosed to any person by the PBOs under any circumstances or in any manner whatsoever. It is therefore agreed upon and understood by all PBOs to the fullest that the breach of such confidentiality in relation to the information regarding the LOS shall cause the company irreparable loss and injury, for which monetary damages shall not be adequate compensation and whereof the company without any prejudice to its rights and contentions, notwithstanding any other provision hereof, shall be entitled to seek specific performance of the PBO’s obligations under this clause or seek further relief as may be available in law.

6.1. Protection of the LOS and the information thereof during transfer : The sale of ownership interest in part or in whole, of the ProYoung Business, merging of such businesses, or separation/division involve assignment of the ProYoung Business Agreement or an amendment thereof, and in such matter, shall require the unequivocal consent and written authorisation from the company. The transfers of any of the PBOs from one sponsor to another is subject to the discretionary approval of the company and shall not be questionable at the instance of any party involved or interested in any manner whatsoever.

6.2. Individual Transfers: Without limiting or restricting in any way the company’s powers and discretion in clause 6.1 as stated hereinabove, any PBO desiring to change his/her/its sponsors must submit a written requisition to the company and attach with it the following:

a.) A written letter of release from all PBOs in his line of sponsorship (it might be a single letter accompanied by the signatures of all concerned PBOs)

b.) A duly signed written acceptance of the change of LOS from the new Sponsor

6.3. Group Transfers:

Note: (No Group leader i.e. star entrepreneur & above can obtain transfer under this rule without completing 1 full years after obtaining recognition.) Without limiting or restricting in anyway the powers and discretion under clause 6.1 as stated hereinabove:

6.3.1. A PBO desiring to transfer to a different sponsor with all or part of his business group must submit a written request to the company accompanied by a written consent by all concerned PBOs in his LOS. All repercussions on the up-line commission payments as payable by the company shall be communicated to all PBOs affected or likely to be affected before such transfer is effected. The parties notified about the transfer shall be allowed a period of 30days within which any grievances or comments regarding the subject matter of such correspondences shall be addressed by the authorised personnel of the company. However, any grievance or comments from any party claiming to be affected because of such transfer shall not be entertained after the stated period of 30days and the right of such challenge shall be deemed to have been waived by virtue of expiration of such period as aforementioned.

6.3.2. The request for transfer of LOS must contain the written consents of all PBOs whom the concerned transferring PBO wishes to take with him, if such agreement between them subsists; and the written acceptance of the transfer by such Sponsor to whom the concerned PBO wishes to be transferred.

6.3.3. No PBO, if recognised as a group leader may seek or apply by such aforementioned requisition to be transferred to any other sponsor. Notwithstanding anything in this clause the PBO, recognised or awarded the status of a Group Leader shall may apply for transfer to a different sponsor only if, at least two years have elapsed since the last fiscal year in which the concerned PBO was recognised or awarded the said status, provided that the procedure for such transfer as laid down hereinabove is complied with to the letter.

6.4. Ancillary Mandates:

6.4.1. For a PBO seeking transfer from his/her existing LOS, it is mandatory that such PBO must resign by means of a letter of resignation addressed to the CEO of the company or by failure to renew and thereafter stay inactive in domain of the ProYoung Business for at least a period of 6 months before proceeding to join another sponsor.

6.4.2. The PBO seeking transfer must assure that the new sponsor under whom he/she/it seeks transfer must not have been or is a part of such PBO’s original line of sponsorship either above or below him during the preceding two fiscal years.

6.4.3. After the expiry of the period of 6 consecutive months, in terms of clause 6.4.1. the concerned PBO shall re-apply for becoming a PBO (under a fresh account) under a new sponsor. The applicants herein cannot apply to become active in already existing PBO account. The inactivity period as mentioned hereinabove shall commence from the date on which the company receives the letter of resignation. In the event the person concerned has not renewed and has not submitted a letter of resignation, such person shall be deemed to have submitted the intent on the date the concerned PBO account expired, and thereafter must remain inactive in the domain of ProYoung Business for the next consecutive 6 months. Provided that under no circumstances shall an applicant be allowed to apply under this rule to become a partner in an already existing PBO account.

6.5. Inactivity meaning:

“inactivity” means no purchase or sale of the company’s products, no sponsoring of prospects and no attending of any of the company’s meetings/seminars in relation to the ProYoung Business.

Inactivity for the purposes of this rule shall mean that during the referred period the PBO shall have been completely inactive, which means he shall not have purchased any ProYoung products as a PBO for personal use (Although he may do so as a consumer), shall not have sold any of the ProYoung products, shall not have engaged in any phase of product sale or purchase (for example, taking an order, making a delivery or accepting any payment in such regard), shall not have presented the company’s Compensation plan to any prospect, shall not have applied for any renewal of his PBO account and shall not have attended recruiting, training, or motivational meeting conducted by any of the PBOs or any of the company’s sponsored meetings.

During the inactive period, the former PBO shall not participate in any activity under another PBO account in the name of the concerned PBO’s parents, siblings or others or he shall not be considered to be inactive for the purposes of this Rule. When either spouse in a married couple in which both spouses are PBOs, attains the status of Diamond Entrepreneur, the spouse who thereafter surrenders his/her ProYoung Business account shall notwithstanding anything in this clause be allowed to join and operate under the said Diamond Entrepreneur account of the other spouse immediately on such surrender by transfer, sale or abandonment. However, when two existing PBOs elect to get married and one of the spouses must had to surrender his/her ProYoung Business Account in pursuance of Clause 3.13 of this Code, such spouse having surrendered his/her ProYoung Business Account by means of sale, transfer or abandonment shall be required to adhere to the inactivity protocol as laid down hereinabove.

6.6. Restriction to join original LOS:

A PBO who transfers to, or who following 6 months of inactivity applies for a new PBO account under a different sponsor pursuant to the provisions of this Rule, cannot be sponsored by anyone who was previously above him in his original LOS upto and including the first qualified Diamond Entrepreneur or below him in his former business group down to and including the first Diamond Entrepreneur who has since been transferred to or respond bored by a different sponsor unless 1 years have elapsed since the termination of his PBO account.

6.7. Team Poaching:

After moving to a new group, a PBO cannot poach persons from his old group except for PBOs who were inactive for at least 1 year. A PBO who transfers to, or who following 6 months of inactivity, applies for fresh PBO account under a new sponsor pursuant to the provisions of this Rule, shall have no right to sponsor in his new Business Group any PBO who was previously above him in his original LOS. However a PBO who has been inactive for a period of 2 years may be sponsored by any sponsor, including his former sponsor who may have since been transferred to or re-sponsored by a different sponsor.

6.8. Territorial Freedom:

A PBO continuing business activity in one market will not affect their eligibility to reapply after 6 months of inactivity as a PBO in any other state or country in which the company conducts its business.

6.9. Corrective Action: If the provisions of clauses 6.5, 6.6, 6.7, and 6.8 are violated, the company may take corrective action, which may include but is not limited to the transfer of the PBO account of the PBO at fault. The company at its own discretion may also transfer the concerned PBO’s business group and the volume of business generated during the period of violation to the original LOS.

6.10. Free Agents:

A PBO who has been terminated by the company become a free agent under the definition of this clause and may immediately file an application to be sponsored under a new sponsor. However, whether his or her application will be accepted by the company will depend upon the reason for which his or her original distributorship was terminated, and the decision of the competent authority of the company in such regard shall not be subject to challenge and shall be final and binding on all parties concerned.

If the termination was by reason of violation of the Rules of Conduct, then his/her application for a fresh account under a new sponsor may be declined or denied by the company or such acceptance may be deferred pending receipt of evidence satisfactory to the company or its authorised personnel that the applicant intends to abide by the Company’s Code of Ethics and Code of Conduct.

6.11. Sale of ProYoung Business:

A PBO who owns and operates a ProYoung Business qualified Diamond Entrepreneur level or above may sell his/her ownership interest in such Business.

6.11.1. A PBO’s Business can only be sold to another PBO. The purchased business shall remain separate from the buyer’s other ProYoung Business, and the LOSs shall not be altered in any way whatsoever as a result of the sale.

6.11.2. If a PBO wishes to sell his/her ProYoung Business, he/she must offer to the other PBO is the following order of priority.

a.) If the Business is Internationally sponsored, it must be offered to the international sponsor, who throughout the negotiations to sell the concerned ProYoung Business, retains the right to acquire the same by meeting the price and conditions of any bona fide offer received by or deemed acceptable to the seller therein, subject to the company’s policies, and any or all permissions and approvals, including the Reserve Bank of India and/or any other authority, if required under the Foreign Exchange Management Act or other applicable laws of the land.

b.) If the international sponsor does not accept the offer of purchase, or if all of the required permissions or approvals including that of the Reserve Bank of India are not received, the business must be offered to the local foster-sponsor of the direct seller.

c.) If no international sponsor exists must be offered to the local sponsor who throughout the negotiations to sell the ProYoung Business retains the right to acquire the same by meeting the price and the conditions of any bona fide offer received by and deemed acceptable to the seller.

d.) In the case where the local sponsor does not accept the offer the business must be offered simultaneously for sale to all PBOs personally sponsored by the owner.

e.) In the case where none of the PBOs personally sponsored by the seller-PBO accept the offer, the business must be offered simultaneously to all diamonds located above or below in the line of sponsorship to the next qualified diamond.

f) If the diamond above or below in the LOS of the PBO in question to the next qualified diamond also reject the purchase offer or fail to respond to the offer, the concerned PBO may offer the ProYoung Business to all qualified diamonds at the time in India.

6.11.3. No sale shall be final and no change of the title of the business shall be made final until approved in writing by the company or its authorised personnel in such regard.

6.11.4. If the PBO wishes to sell the business under terms and conditions different from those of his first offer, the business must once again be offered for sale under the revised terms and conditions in accordance with the order of priority indicated above.

6.11.5. Monthly sales commissions and other higher achievement commissions accruing to the business shall be paid as specified in the sales agreement as authorised by the company.All awards previously awarded the ProYoung Business shall not stand to be transferred to the new owner. Qualification of awards for the business under transaction shall be determined only by the activities occurring after the sale.

6.11.6. Mergers:

Businesses will not merge or be combined without the previous written approval of the company. A marriage between direct sellers, transfer of business, the sale of a business or any other similar circumstance does not cause a merger or a permissible combination of businesses unless specifically approved in writing by the company.

6.11.7. One-Business Rule:

One PBO can have more than one ProYoung Businesses when,

a.) A Diamond marries another PBO

b.) When a PBO purchases another ProYoung Business

c.) When a PBO names another PBO to his or her ProYoung Business for transfer in the event that the former dies.

d.) Through inheritance in full or in part of the ProYoung Business.

A PBO can own or have ownership interests in only one ProYoung Business except as provided below:

i.) Where 2 PBOs marry and one or both have attained Diamond status or above prior to marriage pursuant to the Rules as stated in this very code in such regard.

ii.) Where an existing ProYoung Business purchases another ProYoung Business pursuant to clause 6.11 as stated hereinabove.

iii.) Where a PBO (transfer or) in order to facilitate a transfer of a ProYoung Business in the event of his/her death, request the name of another existing PBO to be added to their ProYoung Business. The name of the transferor must continue to be on the ProYoung Business until his/her death and supporting estate planning documentation must be provided to the company.

iv.) Where an existing ProYoung Business inherits all or any portion of a ProYoung Business.

In the event a PBO owns or has an ownership interests in two or more distributorship pursuant to the instant Rule: they may operate such ProYoung Businesses under a single corporate, limited liability company or partnership umbrella but the company shall continue to carry such ProYoung Business and will only recognise them as separate individual ProYoung Businesses for both award and commission purposes.

6.12. Divorce, Separation or other Dissolution:

Whenever a business is separated or divided as a result of a divorce, dissolution of a corporation or partnership, the separation or division must be accomplished in such way as to not adversely affect the interest and/or income of the businesses in the LOS. During the division or separation process, neither party will administer or operate, together or separately in other ProYoung Businesses without the company’s approval.

6.13. Account assignment rights:

If a PBO terminates or cancels his ProYoung Business, or fails to renew it within the required time period or does without leaving heirs who are ready, willing, and able to become PBOs and assume the responsibility of the concerned ProYoung Business, the company shall in its own discretion shall decide the future of the ProYoung Business in accordance to the relevant clause of this Code.

7. Presentation of the Compensation Plan

7.1. No impression of Employer-employee relationship: In the event that a prospective PBO is sought to be invited or is invited to hear a presentation of the Business and the Marketing plan of the company, a PBO shall neither utilise the following invitations nor directly or indirectly induce other PBOs to do so.

Impart the impression that the aforementioned plan relates to an employment opportunity

Imply that the invitation is to a social event

Disguise the invitation as a “market survey”

Promote the event as a “tax seminar”

Promote the ProYoung Business opportunity as a business relationship with a person, a company, or organisation other than that of the company

Directly or Indirectly indicate that the company products are merely one line of products distributed through or as part of brokerage/commissioning operated by a person, company or organisation other than that of the company.

Directly or indirectly indicate that the ProYoung Business, PBO or the company products are part of any business other than that of the concerned ProYoung Business

Deny if asked that the presentation is about the Business and Marketing Plan of the company, or

Imply that it is anything other than a business event.

7.2. Initial contact with prospective customer or PBO: At the first contact with the prospective customers and/or PBOs, a PBO should:

Introduce himself by name at the very first instance

As soon as practicable, the PBO should make himself/herself known in a suitable manner as a PBO and should provide the relevant information concerning his name and address as well as concerning that of the company.

Indicate the purpose of contact, namely the sale of the company products and/or the introduction of the prospective PBO to the ProYoung Business.

7.3. Sponsoring Guidelines: It is imperative that the Sponsor must at all times preserve the true spirit of the Business and Compensation Plan and under no circumstance represent the same

as a get-rich-quick opportunity,

as an endeavour wherein the company products are bought and sold for the PBO’s personal use, and as a business activity that requires no retail of the company products.

In the process of persuasion of such prospective PBO to undertake the ProYoung Business and thereby drawing his/her attention to the Business and Compensation Plan, the sponsoring PBO must comply with the following guidelines:

The sponsoring PBO must disclose the average profits, earnings, and sales figures and percentages as published from time to time by the company.

Must use only the literature produced and authorised by the company itself.

May use those earnings and/or commission representations based on their own personal experiences, provided that they at the same time disclose the average profits, earnings and sales figures and percentages as published from time to time by the company.

May cite lifestyle examples like travel, automobile and homes of successful PBOs, provided such benefits were actually accrued as a result of building a successful ProYoung Business.

Must not say that a successful distributorship can be built in the form of a “wholesale buying” in which the only products bought and sold are then transferred to “PBO” at the latter’s own cost for their personal use.

Must not say that there is no requirement for retail sale or marketing of products.

Just not promote the enjoyment of tax benefits as the best or principal reason for becoming a PBO.

Must not say that the ProYoung Business is a “get-rich-quick” opportunity in which it is easy to achieve success with little or no expenditure of effort or time.

Must not present the PBO plan or solicit participation in the PBO plan through any broadcast communication methods including mass mailing, telemarketing, national or international advertising, radio, television, facsimile services, computer communication networks including the internet, or any other means by which personal contact with the prospective PBO is not present. However, the PBOs may use digital media or maintain an internet website for use with prospects, provided that the contents of such media or website meets the requirements set within the PBO guidelines herein (attached), and otherwise complies with the rules of conduct.

7.4. No Exclusively Allocated Territories: No PBO shall represent that here are exclusive territories available under the Business and Compensation Plan

7.5. No Obligation to Purchase: No PBO shall represent that there is any obligation to purchase products and/or services under the said Business and Compensation Plan, nor shall he/she represent, purposely allow or gain from any representation or implication that benefits may be derived solely from the purchase of the company products or services in conformity with the Compensation Plan.

8. Use of Intellectual Property of ProYoung International Private Limited

The company’s trade name, trademarks and service marks are the intellectual properties of the company and the latter reserves full and absolute rights towards the same. The company ensures that it takes all measures to secure its rights and prohibits unequivocally any person from misusing the said intellectual property rights or infringing the same. It is of paramount importance to the company and therefore mandatorily inculcated in the ethical conduct of every PBO, that such intellectual property rights of the company be protected at all times, for it is what distinguishes the company’s efforts and reputation from the other players in the market.

The company therefore for the reasons stated herein above but not limited to the same, shall not allow use of its trade name (company name), trademarks (product names), designs or symbols by any person including the PBOs for any purpose whatsoever without prior permission obtained by means of formal application to the the authorised personnel of the company. The company in this regard reserves the right to issue cease and desist orders to any persons using its trade names, trademarks, designs or symbols without acquiring due permission and having acted against the will of the company in such regard. In furtherance of the spirit of this clause, the PBOs are bound to conduct correct and consistent use of its logo and no alterations in such regard shall be made. In the event that any PBO desires to have the true and correct copies of the logo of the company which he/she/it/they are authorised to use in conduct of their ProYoung Business, such copy of the logo may be procured upon request to the company.

8.1. ProYoung Business not to be propagated as fund raising endeavours: It is strictly prohibited of the PBOs to use the company products or services in conjunction to any fund raising endeavours. Any representation that all or portion of the gains, proceeds or profits earned due to sale of the company’s products shall benefit any particular group, organisation or cause, shall be held in violation of this agreement and the concerned violator’s ProYoung Business Agreement shall be terminated at the option of the company with or without notice.

8.2. Use of Imprinted cheques: All PBOs using imprinted cheques in conduction of their respective ProYoung Business are prohibited from using the official logo of the company or the company’s trade name under any circumstance whatsoever. It is imperative that the PBOs shall not refer to themselves as anything other than a ProYoung Business Owner in drawing a cheque in furtherance of his/her/their/it’s ProYoung Business.

The only authorised use of the company name for imprinted cheques by PBOs are (a) ProYoung Business Owner, or (b) ProYoung Direct Seller.

Any person holding the status of a PBO shall in no manner whatsoever imprint any such name on the cheques that may represent or imply an agency or representative or employment relationship with the company.

8.3. Use of Literature, Stationery and material of the like: No PBO under any circumstance may produce or procure from another source other than the company any stationery, any give away item, promotional literature of any kind upon which the the company’s logo or any of its trade names and trademarks are imprinted without securing prior or written approval of the company.

In furtherance of the spirit of this clause no PBO shall print or cause to be printed any stationery or anything of the like material bearing any of the company trade names, trademarks or logo without obtaining prior written consent from the company, for any purpose whatsoever. The precise copy of the form in which any such print is sought to be made, must be sent to the company for its approval. Only upon such approval by the company shall the PBO move forward with such printing and shall at all times abstain from deviating from the exact approved form in which such printing is to be done. In the like manner, the company’s logo, any of the company’s trade names or trademarks shall not be printed or affixed in any sports uniform, shirts or any sort of garments without the prior permission of the company which has to be obtained by the concerned person in the manner as stated hereinabove in this clause.

The meaning of the clause hereinabove shall include to mean that no person or PBO shall produce any item or product or render any service bearing or using the logo or trade name or trademarks of the company, unless approved by the company on application for the same by the concerned PBO.

8.4. Copyrighted Materials: All printed materials supplied by the company in course of its business to any person are copyrights of the company itself and shall not be reproduced in whole or in part by any person unless prior permission to do so has been obtained from the company by means of application towards the same.

8.5. Consequences of Violation of the provisions under Clause 8 of this code: In the event that any person or PBO is found in violation of clause 8 of this code, shall be subject to disciplinary action at the option of the company and shall be subject to all or any of the following consequences at the pure discretion of the company itself.

The PBO or any other person concerned may be required to remove, cancel or destroy any improper signs, literature, advertising, or change any relevant details that have been listed improperly. In the event that any such relevant details so advertised or propagated in any manner whatsoever is sought to be changed at the option of the company, the same must be done without any reference to the previously advertised or propagated improper detail.

The PBO or the person concerned may be denied any rights to make any further use of any of the company’s intellectual property.

The ProYoung Business Agreement of the concerned PBO be terminated with or without notice.

The concerned PBO or any person related and relevant to the subject matter of the violation referred to herein may be held liable for monetary damages to the company for unauthorised use of the company’s intellectual property.

9. Demise and Devolution

9.1. When administrator is duly appointed by the PBO: It is the sole discretion of the concerned PBO to appoint any representative and/or administrator for the purposes of his/her PBO membership account, to operate the same and consequently the respective ProYoung Business in the event of his/her death. On occurrence of the unfortunate demise of such PBO, the representative and/or administrator of the then late PBO’s estate shall with letters of administration or other proper authority notify the same to the company at the earliest and may resort to any of the following:

Sell the ProYoung Business in accordance to the provisions of Clause 6 of this code.

In the event that such representative and/or administrator of the late PBO’s estate becomes a PBO himself/herself, carry on such ProYoung Business as he would if it were his own.

In the event that the representative and/or administrator of the deceased PBO’s estate wishes to appoint a representative to act on his capacity to cater to the concerned ProYoung Business, he/she/they may do so upon notification to and approval of the company and upon such terms and conditions that the company shall then provide and which is consequently agreed upon by such representative and/or administrator and the company itself.

9.2. When administrator is not appointed by the PBO: In the event that a representative and/or administrator is not appointed by the then late PBO, the company may at its own accord appoint a representative to manage the concerned PBO membership account under the terms and conditions that the company deems fit and proper. The company may at its own discretion chose to terminate such PBO membership account in accordance to the provisions laid down in clause 14 of this code.

9.3. If the PBO membership account belonged to a married couple: In the event that demise of any of the spouses’ to a married couple, both of whom were PBOs, occurs, the surviving spouse and PBO shall be in charge of the concerned ProYoung Business by default unless the company at its own discretion decides to cancel or terminate such PBO membership account or ProYoung Business Agreement.

9.4. If the PBO membership account belonged to more than one unmarried persons: In the event of the unfortunate demise of any of the members of the PBO membership account so held by the group of persons, the surviving members shall be in charge of the concerned ProYoung Business unless the same is cancelled or terminated by the company at its own discretion. However, such charge of the concerned ProYoung Business by default shall hold good for only 30 days from the date of demise of the referred PBO. It is within such 30 days that the letters of administration or other documents showing proper authorisation must be notified to the company by means of an application. On perusal of such documents of authorisation, the company shall call upon the surviving PBO(s) to:

obtain (by will, sale or operation of law) the interest of the deceased PBO in the concerned ProYoung Business.

transfer or assign the deceased PBO’s part in the concerned ProYoung Business to another PBO who shall then operate the business in the like manner with the surviving PBO(s).

sell the ProYoung Business in accordance to the provisions of clause 6 of this code.

appoint a representative to manage and operate the PBO membership account of the concerned ProYoung Business upon terms and conditions established by the company.

10. Enforcement of Code of the Conduct

Violation of Code of Conduct of the Company herein is extremely serious matter, not only because of the effect it may have on the business of an individual PBO but also result such conduct may have on the opinion held by the Public, media and Government Officials. Therefore, the company shall ensure regulation in such regard and take all steps necessary to correct any violation by means of guidance and counselling. Further action may be required in more serious cases including but not limited to the following :-

(Adherence to the Code of Disciplinary protocols may become relevant and at the behest of the Company)

a)Retraining of the PBO and business Group :

b) Suspension period for the offending PBO

c)De-sponsoring the offending PBO and his business Group

d)Termination of the PBO’s account.

In the instance of violation of the Company’s Code of Conduct and Code of Ethics, the procedure for complaint shall be imperative to be followed as laid down hereinafter.

10.1 Complaint procedure

On discovery by a PBO that there may have been a violation of the Code of conduct and the provisions of this code of ethics, such PBO must notify the company of such violation along with the facts and documentary or any other form of evidence available in connection with the concerned violation.

10.1.1 On receiving any notice of violation the company will notify the concerned PBO and give him an opportunity to answer the same.

10.1.2 If the company vide its authorised personnel determines that the notice it has received does not contain adequate facts and is accompanied with insufficient evidence upon which a decision can be arrived at, additional information may be requested from any concerned party by the Company.

10.1.3 After the company has received all information of the facts and circumstances relevant to the complaint the company vide its authorised personnel shall decide whether there has been a violation of such Code of conduct and code of ethics and thereafter discuss the matter with the PBO(s) involved to explain the rationale behind the Code laid down herein and thereby obtain required assurances (by means of undertakings) for such instances of violations not occurring again.

10.1.4 If such information is found to be true and correct the company shall bear authority in employing the appropriate corrective action as deemed fit and proper. The decision taken by the company or its authorised personnel shall be full, final and binding

10.1.5 On having arrived to a decision the company shall issue to the parties in view of the matter at hand to the parties concerned wherein the compliance of the order and direction therein shall bear a returnable date. However, if the compliance has not yet occurred on expiration of the time limit as mentioned in the decision letter, further enforcement action shall be taken by the Company at its own discretion, which may vary with the facts and circumstances of the case at hand. Notice of such enforcement action shall be served upon the concerned and involved parties as a mere formality. Such letter shall be sent either by registered post or by e-mail.

11.Termination on De-sponsoring

The company can terminate/ De-sponsor a PBO if he/she is found

a)Giving wrong or false information in the Registration/Application Form

b)Mis-representing the company or the company’s business

c)Causing any breach of the Code of the Conduct for the Code of ethics

d)convicted of an offence punishable by law ?

e)to have been declared bankrupt ?

f)being not mentally sound to handle the concerned ProYoung Business ?

11.1 Desponsor on False Communication: In the event that any of the following occurs, the company at its own instance and by notice in writing to the PBO concerned may terminate the authorisation to operate as a PBO or de-sponsor such PBO from his respective business group :-

a)If in the company’s opinion the PBO has provided false information in his application form

b)If the PBO makes a serious misrepresentation of the company or the company’s business which, in the company’s opinion is not likely to be satisfactory remedied by corrective action.

c) If the PBO breaches any of the Code of conduct or the Code of ethics and fails to rectify such breach within the time period allotted by the Company in its written Notice on having taken accord of such breach.

d)If the PBO commits repeated breaches of any of the Code of Conduct of the Code of ethics.

e)If the PBO (or if the business comprises of two or more any individual of those persons) is convicted of an offence punishable by law

f)If the PBO (If the business comprises two or more individuals, any of those persons) is suspended or disbarred from practicing his usual trade or profession by any association, institute or professional society.

g)If the PBO becomes the subject of bankruptcy or winding up proceedings

h)In the event that PBO dies without either an executor or heir appointed by the Executor who wishes to assume responsibility for continuing deceased’s business ;

i)In the event the PBO is incapable of acknowledging his affairs by reason of mental condition;

j)If the PBO commits a breach of terms and conditions of failing of value added services including payment thereof and any other services provided by the company.

11.2 Not Subjected to Appeal: The decision of the Company regarding termination or de-sponsoring of PBO shall be final and binding one such PBO and would not be a subject to appeal before any forum whatsoever.

11.3 Termination Effects:

The termination of a PBO means termination of :-

a)All rights as a pre-young business owner

b)All income being generated after the date of termination

Termination of PBO’s authorization to operate as PBO would mean the termination of rights derived from the said authorization and injunction therewith, the right to receive any further income from or generated by such business arising or accruing after the date of termination, except the right to receive which remain of the discounts corresponding to the breaches which or made prior to the termination date. Termination shall be effected upon the dates specified by the company in its written notice to the PBO.

“De-sponsorship or de-sponsor from one’s business group” means the removal of the PBO from his possession of the sponsor in the line of sponsorship (including at the absolute discretion of the company, the renewal of the PBO’s right to ever sponsor against in his lying of sponsorship or any other line of sponsorship), such removal being effected by written notes from the company to the relevant PBO and becoming effective why date stated in such notice.

11.4 Process of termination or de-sponsorship:

PBO, whose authorization is cancelled or who is to be de-sponsor, shall be given written notice of the company’s decision either by registered post or email. In addition to complying laws of India pertaining to such termination or de-sponsorship, Notice of termination, cancellation or de-sponsorship shall :-

a)Be mailed to the last mailing address such parties as shown in the company’s records

b)If applicable state the Code violated by the concerned PBO

c)State the tender on such action shall become effective.

11.5 Conditions to be comply with termination:

11.5.1 Upon termination of the concerned PBO’s authorization to act as a PBO shall forthwith return in good condition of the Company’s product in his possession in accordance buy back policy as may be provided when the need arises.

11.5.2 Such PBO shall also cease immediately to use all trademarks, trades name insignia or other industrial property used in or related to the company’s business and also cease to identify himself or herself as a PBO.

11.6. In the event that PBO is de sponsored or his agreement terminated, he/she/they shall have no claim against the company arising out of or in respect of the termination or de-sponsorship.

12. Suspension of PBO again

12.1 Upon Code of Conduct Violation

In an effort to eliminate the representation of the company’s compensation plan within the laws of sponsorship or as an alternate be the terminated business of PBO who has violated Code of Conduct or Code of ethics, the company may employ, authorized action and procedures to engage proper conduct and to correct the misconducted thereof. The company may use any or all of the following the address of the matter :-

a)Hold/forfeit payment of commission, higher award monies or other monies payable to the business

b)A suspension authorization to conduct any sponsoring activities under the rear facts and circumstances wherein the facts opined that the interest of any line of sponsor adversely affected by the inability or unwillingness of a PBO within the same line of sponsorship to properly carry out his or her responsibility and obligations as a PBO, the company may by notice in writing appoint a Manager to run the business violating PBO. Such appointment shall hold good handle the company resolved the situation.

13. Termination, De-Sponsorship or Suspension by the company without formal complaint :-

13.1 Termination Initiation:

The company may initiate termination, de sponsor or suspension of a PBO even in the absence of formal complaint. The company however, shall not take any adverse against the concerned or alleged violating PBO until and unless he is offered an opportunity to explain and/or justify his conduct.

13.2 Termination without Intimation:

Where the violation has been of such magnitude as to bring in the serious question and right of such PBO to continue operate his business, the company may terminate without affording such PBO the opportunity to rectify his past in proper conduct. Such decision is a matter of period and shall not be subject to change in any manner whatsoever.

14.Disposition of Terminated, De-Sponsor or Non Renewed Business:

In the event that the company determines that it is necessary to terminate de-sponsor or non renew a PBO’s business or if a PBO cancels his entire agreement for fails to renew within the required time period, or dies leaving heirs who will assume operation of the PBO action, the disposition of the business of such distributorship will be determine by the company in its sole discretion. In exercising its prerogative to determine the disposition of such business, the company may elect to employer one of following objects :-

a)Sale or assignment of business if the company elect to sell or assign the business, and subject to the provision of the foreign exchange management Act, other application laws and regulation. In the light of the same the following may be observed :-

i)The business will be offered for sale for assignment to common PBO recommencing the order of priority as impugned by the authorized personnel of the company.

ii)The terms of the sale will be set forth in a written contract executed between the company and the purchaser

iii)The business will remain in its current position in the LOS and will be made Second business of the purchaser.

iv)All funds resulting from the sale added to an incentive fund to be distributed by the company amongst the eligible PBOs

v)If the company so elect the business instead of being will March with the business of the first qualified sponsor up-lying in line of sponsorship.

14.1. Not limited to mention mode of dis-possession of business:

Notwithstanding anything stated in this clause or in other clauses of this document above modes of dispossession of business in anyway limits or restricts the company’s right to exercise complaint behave into implying new methods and/or timing of such disposition.

Free WordPress Themes, Free Android Games