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INTRODUCTION

1.1    Mutual Commitment Statement

Pruvit Ventures, Inc. (hereinafter referred to as “Pruvit” and “Company”) strives to develop a long-term and mutually rewarding relationship with its Promoters and Customers.

(a)In the spirit of mutual respect and understanding, Pruvit is committed to:

(i)

Providing prompt, professional, and courteous service to its Promoters and Customers;

(ii)

Providing the highest quality of products, at fair and reasonable prices;

(iii)

Exchanging or refunding the purchase price of any product, service, or membership as provided in Pruvit’s return policies;

(iv)

Deliver orders promptly and accurately;

(v)

Paying accurate and timely commissions;

(vi)

Expediting orders if an error or unreasonable delay occurs;

(vii)

Rolling out new products and programs with Promoters input and planning;

(viii)

Implementing changes to the Compensation Plan or this Statement of Policies and Procedures (the “Policies and Procedures”) with input from Promoters and/or Customers (Note: such changes will be effective thirty (30) days after the date any such changes are published by Pruvit);

(ix)

Supporting, protecting, and defending the integrity of the Pruvit business opportunity;

(x)

Offering Promoters an opportunity to grow with Pruvit with such growth guided by the principles of servant leadership

(b)In return, Pruvit expects that its Promoters will:

(i)

Conduct themselves in a professional, honest, and considerate manner;

(ii)

Present Pruvit corporate and product information in an accurate and professional manner;

(iii)

Present the Compensation Plan and return and exchange policies contained herein in a complete and accurate manner;

(iv)

Not make exaggerated income or product claims;

(v)

Make reasonable effort(s) to support and train other Promoters and Customers in their downline;

(vi)

Not engage in cross-line recruiting, unhealthy competition or unethical business practices;

(vii)

Provide positive guidance and training to Pruvit Promoters and Customers in their downline while exercising caution to avoid interference with other downlines. As such, a Promoter is discouraged from providing cross-line training to other Promoters or Customers in a different organization without first obtaining written consent of the Promoter’s or Customer’s upline leader;

(viii)

Support, protect, and defend the integrity of the Pruvit business opportunity;

1.2    Code of Ethics

(a)

Pruvit desires to provide its independent Promoters with the best products and services and Compensation Plan in the industry. Accordingly, Pruvit values constructive criticism and encourages the submission of written comments addressed to Pruvit’s Compliance Department.

(b)

Promoter’s negative and disparaging comments about Pruvit, its products, these Policies, or Compensation Plan, made to Pruvit, or to the field or at any Pruvit meeting and/or event, or disruptive behavior at any meeting and/or event, serve no purpose other than to dampen the enthusiasm of other Promoters and Customers. Pruvit Promoters must not belittle Pruvit, fellow Pruvit Promoters, Pruvit products or services, the Compensation Plan, or any and all Pruvit directors, officers, or employees, product suppliers or agents. Such conduct represents a material breach of these Policies and Procedures and may result in suspension or termination of the offending Promoter’s Account.

(c)

Pruvit endorses the following code of ethics:

(i)

A Pruvit Promoter must show fairness, tolerance, and respect to all people associated with Pruvit, regardless of race, gender, social class or religion, thereby fostering a “positive atmosphere” of teamwork, good morale and community spirit.

(ii)

A Promoter shall strive to resolve business disputes, including conflicts or disagreements with Upline and/or downline Organization Promoters with tact, sensitivity, and good will; and taking care not to create additional conflict.

(iii)

Pruvit Promoters must be honest, responsible, professional, and conduct themselves with integrity.

(iv)

Pruvit Promoters shall not make disparaging statements about Pruvit, other Promoters, Pruvit employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Compensation Plan.

(v)

Pruvit Promoters shall not make statements that unreasonably offend, mislead or coerce others.

(d)

Pruvit may take appropriate action against a Promoter if it determines, in its sole discretion, that a Promoter’s conduct is detrimental, disruptive, or injurious to Pruvit or to other Promoters.

1.3  The Pruver Agreement

(a)

Throughout these Policies & Procedures, when the terms “Pruver Agreement” and/or “Agreement” are used, it collectively refers to the most current version of the following along with any addendums or exhibits thereto: (i) Pruvit Policies and Procedures; and (ii) Pruvit Compensation Plan.

(b)

It is the responsibility of the Sponsoring Promoter to provide the most current version of these Policies and Procedures (available on the Pruvit website), the Income Disclosure Statement, the Compensation Plan, and any and all social media guidelines or any other guidelines which may be implemented from time to time and any amendments thereto to their downline Promoters and prospects. The Income Disclosure Statement is attached hereto as Addendum 2 and is incorporated herein by reference for all purposes.

1.4    Amendments to the Pruver Agreement

(a)

Because Federal, state, and local laws, as well as the business environment, periodically change, Pruvit reserves the right to amend the Agreement as well as the ‘Pruvit Product Price List’ (attached here to as Addendum 1 and incorporated herein by reference) in its sole and absolute discretion. Notification of any such amendments shall appear in official Pruvit materials, Pruvit’s website, social media outlets and/or Pruvers’ back offices.

(b)

Any amendment to the Agreement shall be effective thirty (30) days following notice by one of the following methods:

(i)

Posting on the official Pruvit website;

(ii)

Electronic mail (e-mail); or

(iii)

Any Pruvit communication channels or social media outlets (i.e., Facebook, Instagram, Twitter and/or Pruvit Pulse App).

(c)

Amendments to the Pruver Agreement shall not apply retroactively.

BASIC PRINCIPLES

2.1    Becoming A Pruvit Promoter

(a)

To become a Promoter, an applicant must:

(i)

Be of the age of majority (not a minor) in his or her state of residence;

(ii)

Reside or have a valid address in the United States or U.S. territory in which Pruvit is licensed to operate;

(iii)

Have a valid taxpayer identification number (i.e. Social Security Number or Federal Tax-ID (EIN);

(iv)

Enter a verified mobile phone number, which is not in use or associated with any other Pruvit Account. This will be verified through a verification code sent to the applicant’s mobile phone number.

2.2  New Promoter Enrollment

(a)

A potential new Promoter may self-enroll on any Promoter/Sponsor’s website, subject to acceptance by Pruvit of the applicant’s online enrollment confirming the applicant has agreed to all terms and conditions of the Pruver Agreement.

(b)

Electronically submitted and/or signed documents, including, but not limited to, online submissions, automated credit card processing authorization documents, and the Pruver Agreement, are legally binding contracts which must not be altered, tampered with or changed in any manner after they have been signed and/or submitted. False or misleading information, forged signatures or alterations to any document, including business registration forms, may lead to sanctions, up to and including involuntary termination of the offending Promoter’s Account.

(c)

An applicant enrolling with Pruvit must identify a Sponsor in the online enrollment process. If the applicant later enrolls and identifies a different Sponsor, Pruvit will not accept the later enrollment. Pruvit reserves the right, at its sole discretion, to make the final decision with respect to any disputes regarding Promoter enrollments, Sponsors, and Placements.

PRUVIT’S PROMOTER RESPONSIBILITIES

3.1    Correct Address

(a)

It is the responsibility of the Promoter or Customer to make sure Pruvit has the correct shipping address before any orders are shipped.

(b)

A Promoter and/or Customer will need to allow up to seventy-two (72) hours for processing after a notice of address change has been received by Pruvit’s Support Team.

3.2    Training and Leadership

(a)

Sponsoring Promoters should have ongoing contact and communication with the Promoters in their downline Organization. Examples of communication may include, but are not limited to, newsletters, written correspondence, personal telephone calls, team conference calls, voicemail, e-mail, personal meetings, training sessions, events, workshops, and any other related contact.

(b)

A Sponsoring Promoter should monitor the Promoters in his or her downline Organization to ensure that downline Promoters do not make improper product or business claims or engage in any illegal or inappropriate conduct. Upon request, a Sponsoring Promoter must provide documented evidence to Pruvit of his or her ongoing fulfillment of responsibilities set forth in this Section 3.2.

(c)

Up line Promoters are encouraged to educate and train new Promoters about Pruvit’s products and services, effective sales techniques, the Compensation Plan, compliance with these Policies and Procedures, and any and all social media guidelines or any other guidelines issued by Pruvit. Marketing product is a required activity in Pruvit and must be emphasized in all Recruiting presentations.

(d)

d) Use of Sales Aids. To promote Pruvit products and the Pruvit business opportunity, Promoters are encouraged to use the sales aids and support materials produced or expressly authorized by Pruvit. Promoters may use and publish marketing materials they design only after such materials have been approved by Pruvit. A Promoter’s unauthorized use of sales aids or promotional materials, including but not limited to internet advertising and social media marketing on Facebook, Instagram and the like, is a violation of these Policies and Procedures. Additionally, publishing marketing materials that violate statutes or regulatory laws governing how Pruvit’s products or business opportunity may be marketed is a violation of these Policies and Procedures and may result in immediate termination of the publisher’s Pruvit Account. Any such violations could jeopardize the Pruvit opportunity for all Promoters. Accordingly, Promoters must submit via email all sales aids, promotional materials, advertisements, websites, training material, flyers, along with any other literature to Pruvit’s Compliance Department for approval prior to use at compliance@pruvithq.com . Unless the Promoter receives written approval to use the submitted material(s), the request shall be deemed denied. All Promoters shall safeguard and promote the good reputation of Pruvit and its products. The marketing and promotion of Pruvit, the Pruvit business opportunity, the Compensation Plan, and Pruvit products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

3.3    Sponsorship

(a)

The Sponsor is the person who introduces a Promoter or Customer to Pruvit, helps them complete their enrollment, and supports and trains those in their downline.

(b)

Pruvit recognizes the Sponsor as the name shown on an applicant’s first enrollment submission to Pruvit.

(c)

An applicant may not enroll with Pruvit as a Promoter without personally accepting and agreeing to the terms and conditions of the Pruver Agreement.

(d)

Pruvit recognizes that each new prospect has the right to ultimately choose his or her own Sponsor, but Pruvit will not allow Promoters to engage in unethical Sponsoring activities.

(e)

All active Promoters in good standing have the right to Sponsor and enroll others into Pruvit. While engaged in sponsoring activities, it is not uncommon to encounter situations where more than one Promoter has approached the same prospect. In this scenario, the new prospect should be Sponsored by the first Promoter who presented a comprehensive introduction to Pruvit products or business opportunity.

(f)

In the event of a dispute regarding Sponsorship, Pruvit reserves the right to designate a prospect’s Sponsor and all such determinations are final.

3.4    Unethical Sponsoring

(a)

Unethical Sponsoring activities include, but are not limited to, enticing, bidding or engaging in unhealthy competition by attempting to acquire a prospect or new Promoter away from a fellow Promoter or influencing another Promoter to transfer to a different Sponsor.

(b)

Allegations of unethical sponsoring must be reported in writing to the Pruvit Compliance Department within the first 30 days of the new Promoter enrollment in question. If reports of unethical sponsoring are substantiated, Pruvit may transfer the Promoter or the Promoter’s downline to another Sponsor or Organization without approval from the current up-line Sponsor. Pruvit remains the final authority in such cases.

(c)

Pruvit prohibits the unauthorized manipulation of the Pruvit Compensation Plan and/or marketing plan to trigger commissions or cause the promotion of a downline Promoter in an unearned manner (hereinafter, “Stacking.”). For example, Stacking occurs when a Sponsor places Promoter(s) under an inactive downline without the Promoter’s knowledge to trigger unearned qualification for commissioning purposes. Stacking is an unethical, punishable offense which may result in immediate termination of the Accounts of all Promoters, individuals, and/or entities found to be involved.

(d)

Any Promoter who solicits or entices members of another direct sales company to sell or distribute Pruvit products and services bears the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a Promoter alleging that they engaged in inappropriate Recruiting of another company’s sales force or customers, Pruvit will not pay any of Promoter’s defense costs or legal fees, nor will Pruvit indemnify the Promoter for any judgment, award, or settlement.

3.5    Cross Sponsoring Prohibition

(a)

“Cross Sponsoring” is the enrollment into a different Line of Sponsorship of an individual or Business Entity that previously enrolled as a Promoter. Actual or attempted cross Sponsoring is strictly prohibited and may result in termination of the offending Promoter’s Account.

(b)

Enrollment through use of a Spouse or relative’s name, trade name, assumed name, Business Entity, or fictitious identification of any kind to evade or circumvent this Cross-Sponsoring Policy is strictly prohibited.

(c)

This Policy does not prohibit the transfer of a Pruvit Account and business in accordance with Transfer of Sale or Transfer Policy set forth in these Policies.

3.6 Solicitation for Other Companies or Products

(a)

During the term of the Pruver Agreement and for six (6) months thereafter, a Pruvit Promoter may not Recruit any fellow Pruvit Promoter or Customer for any direct sales or network marketing business, unless that fellow Promoter or Customer was personally Sponsored by such Promoter.

(b)

During the term of the Pruver Agreement a Promoter must not sell, Recruit, or entice others to sell, any Competing Products to Pruvit Customers or Promoters.

(c)

A Promoter may not display or bundle Pruvit products or services with any non-Pruvit opportunity, product, or service in any sales or marketing materials or meetings, online or otherwise, to avoid confusing or misleading a prospective Customer or Promoter into believing there is a relationship between the Pruvit and non-Pruvit products and services.

(d)

A Promoter may not offer any non-Pruvit opportunity, product or service, educational or otherwise, at any Pruvit related meeting, live or virtual, event, seminar or convention that other Pruvit Promoters or Customers are known to be attending, or immediately following any such event. This prohibition includes charging admission to any opportunity or business building events/parties, educational event, seminar, webinar, or convention put on by the Promoter, unless it is a pre-approved, Pruvit-sanctioned even (e.g. Playbook). Furthermore, Promoters may not sell any “swag” (shakers, shirts, etc.) at Promoter events/parties that is not a branded, authentic product of Pruvit.

(e)

e) A Promoter shall not engage in any business-related training, including but not limited to, sales training, marketing training, multi-level marketing or direct sales training, or any similar type of training or educational services to any person or entity outside of the Promoter’s sales Organization, without prior written authorization from Pruvit. Any Promoter seeking authorization to conduct training under this provision must submit a written request to Compliance@Pruvithq.com that fully describes the nature of training, the training curriculum, the date of the proposed training, remuneration, if any, and the people or entity that will receive the training. Any approval granted by Pruvit terminates at the conclusion of the specific training event described in Promoter’s written request and Promoter must seek approval under this provision for any and all future training events.

(f)

A Promoter may not offer or advertise any non-Pruvit opportunity, product or service via Facebook, Instagram or any other social media platform even if the offer of advertisement is separate and distinct from their personal social media page or their Pruvit social media page.

(g)

A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Pruvit and its Promoters and will inflict irreparable harm on Pruvit. In such event, Pruvit may, at its sole discretion, impose any sanction it deems necessary and appropriate against the Promoter including termination of the offending Promoter’s Account, and/or seeking immediate injunctive relief without the necessity of posting a bond in addition to any other legal remedies that Pruvit may be entitled.

AGREEMENTS & GENERAL UNDERSTANDINGS

4.1    Rights Granted

(a)

Pruvit hereby grants to the Promoter a non-exclusive right, based upon the terms and conditions contained in the Agreement to:

(i)

Purchase Pruvit products and services;

(ii)

Promote and sell Pruvit products and services; and

(iii)

Sponsor new Promoters and Customers in countries where Pruvit is currently authorized to do business or becomes authorized to business in the future.

(b)

No feature of the Pruvit Compensation Plan constitutes a personal purchase requirement to become a Promoter, move up in rank, or otherwise fully participate in the Compensation Plan. No product purchase is required of anyone at any time to fully participate as a Promoter.

4.2 Pruvit Account Renewals and Termination of the Promoter’s Pruvit Account Due to Nonpayment of the Annual Membership Renewal Fee.

(a)

A Promoter must pay a membership fee upon enrolling with Pruvit and a membership renewal fee on an annual basis thereafter. If a Promoter fails to pay the annual membership renewal fee within sixty (60) days of when it is due, the Promoter’s Account will be terminated and the Promoter will lose any and all rights to the Account, downline Organization, and any commissions and/or bonuses associated therewith. The Promoter shall not be eligible to re-enroll with Pruvit as a Promoter for six (6) months following termination of the Account. Upon termination of the Account, the downline Organization will roll up to the immediate, active Upline Sponsor.

(a)

If a Promoter pays the membership renewal fee after it is due but within the sixty (60) day grace period set forth in section 4.2(a) above, the Promoter will resume the rank and position held immediately prior to the membership renewal fee due date. However, such Promoter’s paid as level will not be restored unless that Promoter qualifies at that level in the new month. The Promoter is not eligible to receive commissions or bonuses for any part of the sixty (60) day grace period that the annual membership renewal fee is unpaid.

4.3    Effect of Termination

(a)

Following voluntary or involuntary termination of a Promoter’s Pruvit Account (collectively, “termination”) such Promoter:

(i)

Shall have no right, title, claim or interest to any commission or bonus, including Pruvit bucks, from the sales generated by the Promoter’s former Organization or any other payments in association with the Promoter’s terminated Account;

(ii)

Effectively waives any and all claims to property rights or any interest in or to the Promoter’s former downline Organization and Account; and

(iii)

Shall receive commissions and bonuses only for the last full pay period in which the Promoter was active prior to termination, less any amounts withheld during an investigation preceding an involuntary termination, less Pruvit bucks which are not redeemable for cash, and less any other amounts owed to Pruvit.

4.4 Modifying a Promoter’s Pruvit Account

(a)

A Promoter may modify his or her existing Pruvit Account to add a Spouse or partner to the Promoter’s Account or change the form of ownership from an individual to a Business Entity by submitting a written request to Pruvit’s Support Department and returning any documentation requested by Pruvit’s Support Department to make such modification.

4.5  Unauthorized Transfer & Re-Enrollment

(a)

In the event a Promoter discovers that a Promoter in their downline has re-enrolled under a different Promoter, the Promoter has thirty (30) days from the date the downline Promoter enrolled under a new Promoter to notify the Pruvit Compliance department and request the downline Promoter be transferred back to his/her downline. Upon the expiration of the thirty (30) day notice period, the right to re-claim a new Promoter to his or her downline will be waived.

4.6  Change of Sponsors or Placement for Promoters

(a)

Placement changes/corrections may be requested within seventy-two (72) hours from the time a first order is placed in connection with the requesting Promoter’s Account. Such adjustments require written permission directed to Pruvit’s Support Department submitted from the personal back office of the Sponsor as well as the Promoter to be moved and in some cases the Upline Promoter.

(b)

Sponsor changes are generally not permitted. However, Sponsor corrections can be made if they are reported to Pruvit’s Support Department within seventy-two (72) hours from the time a first order is placed in connection with the requesting Promoter’s Account. Sponsor corrections must be requested from the back office of the current (original) Sponsor, stating the reason that the correction needs to be made.

(c)

At the discretion of Pruvit, Promoters who have not ordered Pruvit products or services for at least twelve (12) months, and whose Account has not been terminated, are eligible to re-enroll in Pruvit under the Sponsor/Placement of their choice.

(d)

When a former Promoter re-enrolls with Pruvit, Pruvit will “compress” (close) the Promoter’s original Account and a new Pruvit User ID number be issued to the Promoter. In this scenario, a Promoter does not retain former rank, downline Organization, or rights to commissions from the Promoter’s former Pruvit business or Account.

(e)

Pruvit reserves the right to correct Sponsor or Placement errors at any time and in whatever manner it deems necessary in its sole discretion.

4.7 Change of Organizations

(a)

If a Promoter wishes to change Organizations within Pruvit, the Promoter must submit a notice of voluntary termination to the Pruvit Compliance Department in accordance with Section 4.9 below, and remain inactive (place no orders, or be on an auto ship) with or in Pruvit for six (6) months from the date Pruvit acknowledges receipt of the notice before being eligible to re-enroll under a different Sponsor/Placement.

(b)

Pruvit retains the right to approve or deny any request to re-enroll after a Promoter’s termination. Promoters within the same downline Organization simultaneously submitting notices of voluntary termination to transfer Organizations in accordance with Section 4.7 (a) will be deemed an abuse of these Policies.

(c)

If re-enrollment is approved, the former Promoter will be issued a new Pruvit User ID after accepting and agreeing to the terms of the Pruver Agreement in effect at that time. The re-enrolled Promoter will not be entitled to keep any former rank, downline, or rights to commissions associated with the Promoter’s prior Pruvit User ID/Account.

4.8  Placement Lounge

(a)

When a Promoter personally enrolls Promoters or Customers, they are automatically placed in the Promoter’s Placement Lounge as described in Addendum 2 attached hereto, for up to six (6) months.

(b)

Promoter has up to six (6) months to place the new Promoter or Customer into an open position in their Organization placement tree. Upon the expiration of six (6) months this option expires indefinitely. Once a Promoter or Customer in the Placement Lounge has been placed, they cannot be moved again.

4.9    Voluntary Termination

(a)

A Promoter may immediately terminate his or her Account and Pruvit business associated therewith by submitting a written notice via email to the Pruvit Compliance Department at compliance@pruvithq.com. The written notice must include the following:

(i)

Statement of the Promoter’s intent to terminate the Account;

(ii)

Date of termination;

(iii)

Promoter’s Pruvit User ID;

(iv)

Reason(s) for terminating the Account; and

(v)

Promoter’s signature.

(b)

A Promoter may not use voluntary Account termination as a way to immediately change Sponsor or Placement. A Promoter who has voluntarily terminated an Account is not eligible to re-enroll with Pruvit or have any financial interest in a or any Pruvit business for six (6) months from Pruvit’s receipt of the written notice of termination. A terminated Promoter who promotes Pruvit products or services during this six (6) month waiting period by using another Promoter’s or Customer’s referral code is in violation of this provision and shall not be permitted to re-enroll until six (6) months following any such offending conduct has ceased.

4.10    Involuntary Termination

(a)

Pruvit reserves the right to terminate a Promoter’s Account for, but not limited to, the following reasons:

(i)

Violation of any provision of the Pruver Agreement;

(ii)

Violation of any applicable law, ordinance, or regulation related to the Promoter’s Pruvit business;

(iii)

Engaging in unethical business practices or violating standards of fair dealing; or

(iv)

Returning over $500 worth of Pruvit product, services and/or sales tools for a refund within a twelve (12) month period.

(b)

Pruvit will notify the Promoter in writing via email and certified mail, return receipt requested or overnight documented mail, at the Promoter’s last known address, of Pruvit’s intent to terminate the Promoter’s Account and the reasons for termination. The involuntary termination will be effective date as of the written notice.

(c)

A former Promoter shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any Pruvit products or services. Pruvit will notify the active Upline Sponsor within ten (10) days after termination. The Organization of the terminated Promoter will “roll up” to the active Upline Sponsor on record.

(d)

A Promoter who is involuntarily terminated by Pruvit may not re-enroll as a Promoter, either under his or her present name or any other name or Business Entity, without the express written consent of an officer of Pruvit, following a review by the Pruvit Compliance Committee. If such consent is granted, the Promoter may not re-enroll as a Promoter for twelve (12) months following the date of termination.

BUSINESS ENTITIES

5.1    Definition

(a)

A corporation, partnership, limited liability company, or trust (collectively, a “Business Entity”) may enroll as a Promoter.

(b)

A Promoter may change their status under the same Sponsor from an individual to a Business Entity in accordance with Section 4.4 of these Policies.

5.2    Indemnification for Actions

(a)

A Promoter is fully responsible for all of his or her verbal and written communications made regarding Pruvit products, services, and the Compensation Plan that are not expressly contained within official Pruvit materials. Promoters shall indemnify and hold harmless Pruvit, its directors, officers, employees, product suppliers, and agents from any and against all liability including judgments, civil penalties, refunds, attorney’s fees and court costs incurred by Pruvit as a result of the Promoter’s unauthorized representations or actions. This provision shall survive the termination of the Pruver Agreement and a Pruvit Account.

5.3    Insurance

(a)

Pruvit encourages Promoters to obtain insurance coverage for their Pruvit business. A homeowner’s insurance policy does not cover business related injuries, or the theft of, or damage to, inventory or business equipment. Promoters should contact their insurance agent to make certain their business property is protected. In many instances, this may be accomplished with a “Business Pursuit” endorsement to an existing homeowner’s policy.

POLICY VIOLATIONS

6.1    Reporting Policy Violation

(a)

A Promoter who observes a violation of these Policies and Procedures by another Promoter or Customer should submit any such violation(s) to the Pruvit Compliance Department via email to compliance@pruvithq.com. The email should include:

(i)

The nature of the violation(s):

(ii)

Specific facts to support the allegations;

(iii)

Dates;

(iv)

Number of occurrences;

(v)

Persons involved; and

(vi)

Supporting documentation.

(b)

The Compliance Department will investigate the reported violation(s) and Pruvit will take appropriate action if warranted.

6.2    Adherence to the Pruvit Compensation Plan

(a)

A Promoter must adhere to the terms of the Pruvit Compensation Plan.

(b)

A Promoter shall not offer the Pruvit business opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in Official Pruvit Literature.

(c)

A Promoter shall not require or encourage a current or prospective Promoter to participate in Pruvit in any manner that varies from the Compensation Plan as set forth in Official Pruvit Literature.

(d)

A Promoter shall not require or encourage a current or prospective Promoter to make a purchase from or payment to any individual or other entity as a condition to participating in the Pruvit Compensation Plan.

6.3    Adherence to Laws and Ordinances

(a)

Many cities, counties and townships have laws regulating certain home-based businesses. Promoters and Customers shall comply with all federal, state, and local laws, ordinances, and regulations in conducting his or her Pruvit business.

(b)

A Promoter understands and agrees that he/she/it is solely responsibility for any and all fines and liabilities incurred as a result of the Promoter’s or Customer’s violation(s) of applicable laws, regulations, and/or ordinances.

6.4 Compliance with Applicable Tax Laws

(a)

A Promoter accepts sole responsibility for and agrees to pay all federal, state, provincial, and local taxes on any income generated as a Promoter, and further agrees to indemnify Pruvit from any failure to pay any such taxes when due. Pruvit encourages Promoters to consult with his/her/its tax advisor(s) to ensure they are compliant with all applicable laws and understand the tax consequences of a Pruvit business.

(b)

If a Promoter’s business is tax exempt, the Federal Tax-ID (EIN) must be provided to Pruvit in writing along with any additional documentation requested reflecting such status.

(c)

Pruvit is required to charge and remit sales tax to the various states or provinces based on the retail price, including receipt of trips, prizes or awards in the amount of $600.00 or more.

6.5 One Pruvit Account Per Promoter

(a)

A Promoter may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) Pruvit Account and business associated therewith. No individual (together with their Spouse) may have, operate or receive compensation from more than one Pruvit Account and business associated therewith. Individuals of the same Family Unit, excluding Spouses, may each enter into or have an interest in their own separate Pruvit Account, only if each subsequent family position is placed frontline to the first family member enrolled. Each position must build their position separate and independent of the other or the position will be deemed to be Stacking.

6.6  Actions of Household Members or Affiliated Parties

(a)

If any member of a Promoter’s immediate household engages in any activity which, if performed by the Promoter, would violate any provision of the Pruver Agreement, such activity will be deemed a violation by the Promoter and Pruvit may take disciplinary action pursuant to these Policies and Procedures against the Promoter. Similarly, if any individual associated in any way with a Business Entity violates the Pruver Agreement, such action(s) will be deemed a violation by the Business Entity, and Pruvit may take disciplinary action against the Business Entity. Likewise, if a Promoter is a Business Entity, any owner, member, officer, and/or affiliate of that Business Entity shall be personally and individually bound to, and must comply with, the Pruver Agreement.

6.7 Identification Numbers and Pay-Out

(a)

Each Promoter is required to provide a Social Security Number or Federal Tax-ID (EIN), if located in the United States or any of its territories to Pruvit at the time Promoter initiates a transfer of funds or earnings accumulated in the Promoter’s Wallet. The transferring and disbursement of commission payments or bonuses acquired is known as a “Pay-Out” and Pruvit reserves the right to withhold Pay-Out from any Promoter who fails to provide a valid Social Security Number or Federal Tax-ID (EIN) or who provides false information.

(b)

Upon enrollment, Pruvit will provide a Pruvit User ID to the Promoter. This number will be used to place orders, structure Organizations, and track commissions and bonuses.

6.8  Sale, Assignment, or Transfer of Ownership

(a)

In order to preserve the integrity of the hierarchical structure, it is necessary for Pruvit to place restrictions on the transfer, assignment, or sale of a Promoter’s Pruvit Account and business associated therewith.

(b)

A Promoter may not sell, assign, or transfer his or her rights or delegate his or her Account or position as a Promoter without Pruvit’s prior written approval, which will not be unreasonably withheld. All parties involved in any transaction described in this Section 6.8 must be in good standing with Pruvit to be eligible for any proposed sale, assignment, or transfer. Any attempted sale, assignment, or transfer without Pruvit’s approval may be voided at the discretion of Pruvit.

(c)

Any approved buyer/assignee/transferee shall assume the position of the Promoter at the current qualified title, but at the current “paid as” rank, at the time of the sale and acquires the Promoter’s downline Organization.

(d)

To request the sale, transfer or assignment of a Pruvit position, a Promoter must request a Transfer of Account Request Form from Pruvit’s Support Department and submit the following items to the Pruvit Compliance Department:

(i)

a fully executed, dated, and properly completed Pruvit Transfer of Account Request Form;

(ii)

a fully executed, dated, and notarized agreement between the Promoter and the proposed buyer/transferee/assignee; and

(iii)

any additional supporting documentation requested by Pruvit.

(e)

Any debt obligations that any party involved in the proposed transaction may have with Pruvit must be satisfied in full prior to the approval of any sale, transfer or assignment.

(f)

A Promoter who sells, transfers or assigns his/her/its Pruvit position is not eligible to re-enroll as a Pruvit Promoter for six (6) full calendar months following the date of the sale, transfer, or assignment except as otherwise expressly permitted by these Policies and Procedures.

6.9 Separating a Pruvit Business

(a)

Pending a divorce or dissolution of a Business Entity, the parties must adopt one of the following methods of operation:

(i)

One of the parties may, with the written consent of the other(s), operate the Pruvit business whereby the relinquishing Spouse, shareholder, partner, member or trustee (“Relinquishing Party”) authorizes Pruvit to deal directly and solely with the non-Relinquishing Party.

(ii)

The parties may continue to operate the Pruvit business jointly on a “business as usual” basis. All compensation paid by Pruvit will be to the individual(s) or Business Entity named as the Promoter on the Account and the Promoter shall indemnify Pruvit from any and all claims of any other party with respect to the Pruvit business and Account and any payment(s) made in connection therewith.

(b)

Pruvit recognizes only one downline Organization and will issue only one commission payment transfer per Pruvit Account per commission cycle. Under no circumstances will the downline of an Organization be divided, nor will Pruvit split commissions and/or bonuses.

(c)

If a Relinquishing Party has completely relinquished, in writing, all rights to the original Pruvit business and Account, the Relinquishing Party may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Promoter or active Customer in the former Organization, and must develop a new business in the same manner as any other new Pruvit Promoter. A Promoter in the Relinquishing Party’s former downline Organization who wishes to transfer to the Relinquishing Party’s new Organization or to any other Organization, must comply with the requirements in Section 4.0.

6.10    Succession

(a)

The Pruver Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(b)

Upon the death or incapacity of a Promoter, the Promoter’s Account and business associated therewith may be passed on to his or her legal successors in interest (“Successor”). Whenever a Pruvit business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Promoter’s sales Organization. The Successor must:

(i)

Accept and agree to all terms of the Pruver Agreement;

(ii)

Comply with the terms and provisions of the Pruver Agreement; and

(iii)

Meet all of the qualifications for the last rank achieved by the former Promoter.

(c)

Any bonuses and/or commissions transferred pursuant to this section will be paid in a single transfer to the successor, except for Pruvit Bucks which hold no cash value. The successor must provide Pruvit with an “address of record” to which all bonuses and commissions Pay-Out will be sent. Payments will be based on the current performance of the position, not the highest rank or volume achieved.

(d)

If a Pruvit business is bequeathed to joint devisees, they must form a Business Entity and acquire a Federal Tax ID (EIN). Pruvit will issue all bonus and commission payments to the managing Business Entity only.

(e)

Appropriate legal documentation must be submitted to Pruvit Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of a Pruvit business, the Successor must provide the following to Pruvit Compliance Department:

(i)

A certified copy of the death certificate; and

(ii)

A notarized copy of the will or other appropriate legal documentation establishing the successors right to the Pruvit business.

(f)

To complete a transfer of the Pruvit business because of incapacity, the Successor must provide the following to the Pruvit Compliance Department:

(i)

A notarized copy of an appointment as trustee;

(ii)

A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the Pruvit business; and

(iii)

The Pruver Agreement accepted and agreed to by the trustee in writing.

(g)

If the Successor is already an existing Promoter, Pruvit will allow such Promoter to keep his or her own position plus the inherited position active for up to six (6) months. By the end of the six (6) month period, the Promoter must have compressed (if applicable), sold or otherwise transferred either the existing position or the inherited position.

(h)

If the Successor wishes to terminate the Pruvit position, he or she must submit a notarized statement stating the desire to terminate the position, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.

(i)

Upon written request, Pruvit may grant a one (1) month bereavement waiver and pay out at the last “paid as” rank.

DISCIPLINARY ACTIONS

7.1    Imposition of Disciplinary Action - Purpose

It is the spirit of Pruvit that integrity and fairness should pervade among its Promoters, thereby providing everyone with an equal opportunity to build a successful business. Therefore, Pruvit reserves the right to impose disciplinary sanctions at any time, when it has determined that a Promoter has violated the Agreement, as it may be amended from time to time by Pruvit in accordance herewith.

7.2    Consequences and Remedies of Breach

(a)

Disciplinary actions may include one or more of the following:

(i)

Monitoring a Promoter’s conduct over a specified period of time to assure compliance;

(ii)

Alerting the Promoter’s upline so that the upline may further educate Promoter and/or take proactive action to protect the Pruvit community from cross-recruiting, disparagement, etc.;

(iii)

Issuance of a written warning or requiring the Promoter to take immediate corrective action;

(iv)

Imposition of a fine (which may be imposed immediately or withheld from future commission payments) or the withholding of commission payments (“Commission Hold”) until the matter causing the Commission Hold is resolved or until Pruvit receives adequate additional assurances from the Promoter to ensure future compliance;

(v)

Suspension from participation in Pruvit or Promoter events, rewards, or recognition;

(vi)

Suspension of the Pruvit Pruver Agreement and position for one or more pay periods;

(vii)

Involuntary termination of the Pruver’s Agreement and position;

(viii)

Any measure or combination of measures above which Pruvit deems feasible and appropriate to justly resolve injuries caused by the Pruver’s policy violation or contractual breach; or

(ix)

Legal proceedings for monetary or equitable relief.

7.3    Suspension Procedures

(a)

First Violation: Counseling and initial warning letter.

(i)

A first violation usually occurs because the Promoter is not familiar with the Policies and Procedures or the law. Counseling and the initial warning provide an opportunity for Compliance Department to bring to the attention of the Promoter the Policies and Procedures and the specific violation, and to provide counseling on complying with the Policies and Procedures and applicable laws. Compliance Department will also describe expectations and steps the Promoter must take to resolve the violation including, but not limited to, either removing or revising the non-compliant claim or how to remedy other policy violations. Within three days of such notice, Compliance Department will determine if the non-compliant material or other policy violation has been remediated. If so, Compliance Department will close the file. If not, Compliance Department will proceed to 2nd violation notice described below.

(b)

Second Violation: Second warning letter and suspension.

(i)

Although it is hoped that the Promoter will promptly correct the violation(s), Pruvit recognizes that this may not always occur. The second written warning indicates the seriousness of repeated violations and will prompt a temporary suspension of the Promoter’s account. During the suspension period, the Promoter waives any and all rights to Pay-Out and must submit a signed a reinstatement letter wherein the Promoter acknowledges the violation(s) and describes the steps taken to correct the violation(s). Once the reinstatement letter is accepted by Pruvit, the suspension will be lifted and the Promoter will be able to request a Pay-Out. The Promoter may be subject to additional discipline up to and including termination if the violation is not remedied or further violations occur.

(c)

Third Violation: Suspension and final written warning.

(i)

Repeated violations of the Policies and Procedures is very problematic and potentially harmful. Therefore, the most effective and prudent action is suspension of the Promoter and forfeiture of commissions for at least a month. The final written warning letter will include notification of such suspension, the extent of the commission forfeiture, and an indication that if the Promoter violates the Policies and Procedures again, the Promoter will be terminated immediately.

(d)

Fourth Violation: Termination.

(i)

As described above, Pruvit will try to exercise the progressive nature of the discipline policy by first providing warnings, a final written warning and suspension and commissions forfeiture before proceeding to termination of the Promoter’s Pruvit Account. Pruvit will notify the Promoter in writing if/when the Account is terminated.

(e)

(i)

Pruvit reserves the right to combine and omit steps depending on the circumstances of each situation and the nature of the violation. Furthermore, Promoter may be terminated without prior notice or disciplinary action, as authorized by the Policies and Procedures.

DISPUTE RESOLUTION

8.1    Grievances Against Another Pruver

(a)

If a Pruvit Promoter has a grievance or complaint against another Promoter regarding any practice or conduct relating to their Pruvit businesses, he or she is encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the Pruvit Compliance Department as outlined below.

(b)

The Pruvit Compliance Department will be the final authority on settling grievances or complaints and its written decision shall be final and binding on the Promoters involved.

(c)

Pruvit will confine its involvement to disputes regarding Pruvit business matters only. Pruvit will not decide issues that involve personality conflicts or unprofessional conduct by or between Promoters outside the context of a Pruvit business. These issues go beyond the scope of Pruvit and may not be used to justify a Sponsor or Placement change or a transfer to another Pruvit Organization.

(d)

Pruvit does not consider, enforce, or mediate third party agreements between Promoters, nor does it provide names, funding, or advice for obtaining outside legal counsel.

(e)

Process for Grievances:

(i)

The Pruvit Promoter should submit a letter of complaint (e-mail will be accepted) directly to the Pruvit Compliance Department. The letter shall set forth the details of the incident as follows:

(A)

The nature of the violation;

(B)

Specific facts to support the allegations;

(C)

Dates;

(D)

Number of occurrences;

(E)

Persons involved; and

(F)

Supporting documentation.

(ii)

Upon receipt of the written complaint, Pruvit will conduct an investigation according to the following procedures:

(A)

The Pruvit Compliance Department will send an acknowledgment of receipt to the complaining Promoter;

(B)

The Pruvit Compliance Department will provide a verbal or written notice of the allegation to the Promoter under investigation. If a written notice is sent to the Promoter, he or she will have 10 business days from the date of the notification letter to present all information relating to the incident for review by Pruvit;

(C)

The Pruvit Compliance Department will thoroughly investigate the complaint, consider all the submitted information it deems relevant, including information from collateral sources. Due to the unique nature of each situation, determinations of the appropriate remedy will be on a case by case basis, and the length of time to reach a resolution will vary; and

(D)

During the course of the investigation, the Compliance Department will only provide periodic updates simply stating that the investigation is ongoing. No other information will be released during this time. Promoter calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.

(f)

Pruvit will make a final decision and timely notify the Pruvit Promoters involved.

8.2    Mediation of Disputes Between a Promoter and Pruvit

(a)

Promoter and Pruvit (collectively “the Parties”) recognize disputes and differences may arise between the Parties and therefore agree it is in their best interest to appoint an impartial mediator to resolve such disputes as they arise. Mediation of a dispute may allow the parties to avoid the cost and inconvenience of litigation in court.

(b)

The Parties should exchange all documents pertinent to the relief requested. The mediator may request the exchange of memoranda and other information; items that a party wishes to keep confidential may be sent to the mediator in a separate communication.

(c)

The mediator shall not be a legal representative of any party.

(d)

Unless otherwise agreed to by the Parties, the mediation shall take place in Collin County, Texas, on a date that is mutually agreeable among the Parties and mediator. Participation in the mediation by telephone will be permitted to prevent inconvenience to a party.

(e)

The mediator shall allow the Parties to be represented by their respective advocates, who have the authority to consummate a settlement. Any party may participate without representation (pro se).

(f)

Mediation sessions and related mediation communications are private proceedings. For this reason, only the Parties and their legal representatives may attend mediation sessions. Other persons may attend only with the permission of the Parties and with the consent of the mediator.

(g)

Each Party will pay its own costs and expense of the mediation unless the Parties agree otherwise.

(h)

The Parties agree that all mediation communications are privileged and not subject to discovery or admissible in evidence in a proceeding unless waived or precluded by both Parties or unless the evidence would otherwise be admissible or subject to discovery if it were not by reason of its disclosure or use in mediation.

(i)

Jurisdiction and venue of any controversy or claim brought under this mediation provision shall be in Collin County, Texas. The Parties further agree that the laws of the State of Texas shall govern all matters, claims or controversy submitted to mediation pursuant to the Agreement.

8.3    Severability

If any provision of these Policies and Procedures is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of these Policies and Procedures.

8.4    Waiver

(a)

Only an officer of Pruvit can, in writing, affect a waiver of these Policies and Procedures. Pruvit’s waiver of any particular breach by a Promoter shall not affect Pruvit’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Promoter.

(b)

The existence of any claim or cause of action of a Promoter against Pruvit shall not constitute a defense to Pruvit’s enforcement of any term or provision of these Policies and Procedures.

8.5    Governing Law

(a)

The Parties agree that jurisdiction and venue of any controversy or claim arising from the Pruver Agreement or between Pruvit and Promoter, shall be in Collin County, Texas. The law of the State of Texas shall govern all matters relating to or arising from the Pruver Agreement or between Pruvit and Promoter, without regard for any provisions regarding choice of law.

8.6    Class Action Waiver

(a)

The parties expressly intend and agree that:

(i)

Class action and representative action procedures are hereby waived and shall not be asserted, nor will they apply, in any court or arbitration; and,

(ii)

The parties will only submit their own, individual claims in any court or arbitration and will not seek to represent the interests of any other person.

(b)

The court or arbitrator is not empowered to consolidate claims of different individuals into one proceeding, to hear any litigation or arbitration as a class action.

(c)

As a Pruvit Promoter and/or Customer, I agree that I will not assert class or collective action claims against Pruvit in arbitration, court or otherwise, nor will I join or serve as a member of a class or collective action in arbitration, court or otherwise.

(d)

As a Promoter and/or Customer, I understand that this means that there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class or collective action by me or Pruvit.

PAYMENT OF COMMISIONS & BONUSES

9.1    Bonus and Commission Qualifications

(a)

A Promoter must be active and in compliance with any and all Pruvit Policies and Procedures set forth herein, along with all guidelines implemented to qualify for bonuses and commissions. So long as a Pruver complies with the terms and conditions set forth in the Agreement, Pruvit shall pay commissions to such Promoters in accordance with the Compensation Plan and any amendments thereto.

(b)

Pruvit will not issue payment in any form to a Promoter without receipt of a Promoter’s annual membership and renewal membership fee and a properly completed electronic enrollment as Pruvit Promoter, including the Promoter’s acceptance of and agreement to the Pruver Agreement.

(c)

Pruvit reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $25.00.

(d)

Bonuses in the form of Pruvit Bucks are not redeemable for cash.

9.2    Computation of Commissions and Discrepancies

(a)

In order to qualify to receive commissions and/or bonuses, a Pruver must be in good standing and comply with the terms of the Agreement. Commissions, bonuses, overrides, and achievement levels are calculated on a daily, monthly or yearly basis.

(b)

A Pruvit Promoter must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within thirty (30) days of receipt. After the thirty (30) day “grace period” no additional requests will be considered for commission recalculations.

(c)

For additional information on payment of commissions, please review the Compensation Plan.

(d)

Pruvit reserves the right, in its sole discretion, to modify or amend the terms or conditions of any Bonus or Bonus Pool. Furthermore, Pruvit may amortize the payment of proceeds from a Bonus or Bonus Pool.

9.3    Adjustments to Bonuses and Commissions for Returned Products or Promoter Memberships.

(a)

A Promoter receives bonuses and commissions based on the actual sales of products and services to end consumers and to Promoters through product and service purchases. When a product or service is returned to Pruvit for a refund from the end consumer or by a Promoter, the bonuses and commissions attributable to the returned product or service will be deducted from the Promoter who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the bonus/and or commission is recovered.

(b)

In the event that a Promoter terminates his or her position, and the amounts of the bonuses or commissions attributable to the returned products or services have not yet been fully recovered by Pruvit, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Pruvit to the terminated Promoter.

ORDERING PRODUCT

10.1    General Product Ordering Policies

(a)

“Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes; (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Application by such individuals or Business Entities; (b) the fraudulent enrollment of an individual or entity as a Promoter or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Promoters or Customers (“phantoms”); (d) purchasing Pruvit products or services on behalf of another Promoter or Customer, or under another Promoter’s or Customer’s ID number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of products, services or smartships that cannot reasonably be used or resold in a month; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end consumers.

(b)

Pruvit requires that Promoters use their own credit cards and not allow others to use them. A Promoter shall not use another Promoter’s or Customer’s credit card or debit account to enroll in Pruvit or purchase products, services or smart ship.

(c)

Regarding an order with an invalid or incorrect payment, Pruvit will attempt to contact the Promoter by phone, mail or e-mail in order to obtain another form of payment. If these attempts are unsuccessful after the expiration of ten (10) business days, the order will be canceled.

(d)

Prices are subject to change without notice.

(e)

A Promoter or Customer who is a recipient of a damaged or incorrect order must notify Pruvit within thirty (30) calendar days from receipt of the order and follow steps set forth in these Policies and Procedures, along with Pruvit Return/Exchange Policies and other guidelines pertaining to product returns and exchanges.

10.2    Sales to Customers

(a)

Sales to retail customers may be done directly through Promoters’ replicated websites or directly using product that Pruvit has in inventory.

(b)

Promoters will comply with applicable consumer protection laws and regulations (including any consumer rights to receive specific notices and any rights to return product) afforded consumers under applicable consumer protection legislation.

(c)

When making a sale to an end Customer, a Promoter must provide him/her with an official Pruvit retail receipt at or prior to the time of the initial sale and every sale thereafter. Promoter will need to customize the template with his/her personal information. If the Customer exercises the right to cancel the sale, Promoter shall follow the refund procedures described in this section.

(d)

The Customer should return all unused Product to Pruvit. These sales receipts set forth the consumer protection rights afforded by applicable law for direct sales, including the right to cancel (without any reason) the sales receipt up to ten (10) days after the end Customer receives a copy of the receipt or invoice.

10.3    Insufficient Funds

(a)

All electronic payments that are declined for insufficient funds will be automatically re-submitted for payment.

(b)

Any outstanding balance owed to Pruvit by a Promoter or Customer of a Promoter from non- sufficient funds (“NSF”) or insufficient fund (“ACH”) fees, will be withheld by Pruvit from that Promoter’s future bonus and commission funds.

(c)

All transactions involving insufficient funds through ACH or credit card, which are not resolved in a timely manner by the Promoter, constitute grounds for disciplinary sanctions or termination of the account.

(d)

d) If a credit card order or automatic debit is declined the first time, the Customer or Promoter will be contacted directly and a request for an alternate form of payment will be made before any product will be shipped. If payment is declined a second time, the Customer or Promoter may be deemed ineligible to purchase Pruvit products or services or participate in the monthly auto ship. Note: Participation by Promoters in Pruvit’s monthly auto ship (a recurring product order program) is entirely optional and is not required in order to become a Promoter, move up in rank or otherwise, fully participate in the Pruvit Compensation Plan.

10.4    Credit Card Purchases

(a)

Credit card purchases may only be made by the individual or Business Entity whose name appears on the credit card. A Promoter or Customer may not use another individual’s or Business Entity’s credit card to purchase Pruvit products (regardless of whether that Promoter/Customer has permission from that individual/entity to do so). Pruvit considers such transactions fraudulent and will report them to the proper authorities for settlement.

(b)

Under no circumstance will any Promoter or Customer chargeback any credit card purchase. The Promoter Account associated with any credit card chargeback request will be terminated immediately without notice to the Promoter or Customer.

(c)

Upon termination of a Promoter’s Account, the Promoter’s Pruvit Bucks balance will be cleared, as they are not redeemable for cash.

(d)

All Promoter or Customer requests for refunds or returns must be done in accordance with these Policies.

10.5    Sales Tax Obligation

(a)

Promoters shall comply with all federal, state, and local tax laws and regulations governing the sale of Pruvit products and services.

(b)

Pruvit collects and remits sales tax on all Promoter and Customer orders. When orders are placed with Pruvit, sales tax is prepaid based upon the suggested retail price and remitted to the appropriate state and local jurisdictions. Promoters may recover the sales tax when he or she makes a sale. Promoters are responsible for any additional sales taxes due on products marked up and sold at a higher price.

(c)

Pruvit encourages each Promoter to consult with a tax advisor for additional information for his or her business.

10.6    Refund Policy

(a)

Pruvit Customers.

(i)

U.S. Customers: If within thirty (30) days of purchasing Pruvit product a Customer is not satisfied with the product for any reason, the Customer may contact support@pruvithq.com to return the unused portion of the product for a full refund of the product purchase amount, minus shipping and handling charges incurred. After thirty (30) days but no more than ninety (90) days post purchase, only product which is in Resalable condition as that term is defined in the Glossary below. A Customer may contact support@pruvithq.com to return the Resalable product for a full refund minus shipping and handling charges incurred in this timeframe. Because Pruvit cannot guarantee the quality of Pruvit products that are sold to Customers by non-Promoters, Pruvit’s Refund Policy is not available for products that Customers purchase from anyone other than a Promoter or Pruvit directly or that are purchased in any unauthorized channel.

(ii)

International Customers: If within thirty (30) days of Customer’s receipt of purchased Pruvit product a Customer is not satisfied with the product for any reason, the Customer may contact support@pruvithq.com to return the unused portion of the product for a full refund of the product purchase amount, minus shipping and handling charges incurred. After thirty (30) days but no more than ninety (90) days post receipt of the purchased product, only product which is in Resalable condition may be returned. A Customer may contact support@pruvithq.com to return the Resalable product for a full refund, minus shipping and handling charges incurred in this timeframe. Because Pruvit cannot guarantee the quality of Pruvit products that are sold to Customers by non-Promoters, Pruvit’s Refund Policy is not available for products that Customers purchase from anyone other than a Promoter or Pruvit directly or that are purchased in any unauthorized channel.

(iii)

Properly returned product purchased completely or partially with Pruvit Bucks will be credited Pruvit Bucks, pro rata, back to their Customer account. Pruvit Bucks are not redeemable for cash.

(b)

Pruvit Promoters.

(i)

U.S. Promoters: If within the first thirty (30) days of purchasing Pruvit product, a Promoter is not satisfied with the product, the Promoter may contact support@pruvithq.com to return the unused portion of the product for a full refund, minus shipping and handling charges. Any such return(s) may result in a six (6) month suspension of the Promoter’s account.

(ii)

International Promoters: If within the first thirty (30) days of receipt of purchased Pruvit product, a Promoter is not satisfied with the product, the Promoter may contact support@pruvithq.com to return the unused portion of the product for a full refund, minus shipping and handling charges. Any such return(s) may result in a six (6) month suspension of the Promoter’s account.

(iii)

If after thirty (30) days but no more than ninety (90) days, a Promoter is not satisfied with Pruvit products or is unable to sell them, the Promoter may return any Resalable product(s) for a refund of seventy percent (70%) of the original purchase price. Any shipping and handling charges incurred in connection with such returns will not be refunded.

(iv)

If a Promoter receives a product that is damaged or otherwise defective, the Promoter may return the product within thirty (30) days of receipt for a full refund or replacement product.

(v)

Properly returned product purchased completely or partially with Pruvit Bucks will be credited Pruvit Bucks, pro rata, back to their Customer account. Pruvit Bucks are not redeemable for cash.

(c)

Terminating Pruvit Promoters.

(i)

If a terminating Promoter has purchased products, Pruvit will issue a refund or credit for any products purchased by the terminating Promoter provided that: (i) the products are unopened and returned to Pruvit within twenty (20) days from the date of termination;

(ii)

The terminating Promoter provides proof of purchase of the products; (iii) the products were purchased within 12 months preceding the date of termination, and (iv) the products are undamaged and are current and resalable (Note: the 12 month requirement not applicable to residents of Maryland, Wyoming, Massachusetts and Puerto Rico). Refunds are subject to a ten percent (10%) handling fee. Shipping costs are not refundable.

(d)

Problems with Shipments.

(i)

If within thirty (30) days of the expected reported delivery date, you do not notify support@pruvithq.com of a problem with the receipt of your order, including but not limited to, failure to receive the product, improper sealing, damaged to the container, quality of the internal product, and/or receipt of wrong product, refunds or exchanges will not be given.

(e)

All purchases are charged and refunded in U.S. Dollars. All returns, refunds and exchanges will also be refunded or exchanged in U.S. Dollars, except for Pruvit Bucks, which are not redeemable for cash. Prüvit Ventures, Inc. is not responsible for fluctuating exchange rates.

10.7    Return Process

(a)

All returns, whether by a Customer or Promoter, must be made as follows:

(i)

Obtain a Return Merchandise Authorization (“RMA”) from Pruvit by contacting support@pruvithq.com and submit a request.

(ii)

Ship items to the address provided by Pruvit customer service when you receive your RMA.

(iii)

Provide a copy of the sales receipt or invoice with the returned products or service. Such invoice must reference the RMA and include the reason for the return.

(iv)

Ship product back in the original manufacturer’s box exactly as it was delivered.

(v)

All returns must be shipped to Pruvit pre-paid, as Pruvit does not accept shipping collect packages. Pruvit recommends shipping returned product by UPS or FedEx which includes tracking information and insurance, as risk of loss or damage in the shipping process of the returned product shall be borne solely by the Customer or Promoter. If returned product is not received at the address provided on the RMA, it is the responsibility of the Customer or Promoter to trace the shipment of the product wherein no credit will be applied.

(vi)

Returning $500 or more of Pruvit product accompanied by a request for a refund within one (1) calendar year by a Promoter, may constitute grounds for involuntary termination of the Promoter’s account.

PRUVIT OPPORTUNITY

11.1    Presentation of Compensation Plan

(a)

In presenting the Pruvit business opportunity, a Promoter is required to:

(i)

present a copy of the Pruvit Income Disclosure Statement https://pruvitnow.com/income-disclosure-statement/;

(ii)

refrain from misquoting or omitting any material fact about the Compensation Plan;

(iii)

clearly explain that the Compensation Plan is based upon sales of Pruvit products and services;

(iv)

not make income projections, claims, or guarantees while presenting or discussing the Pruvit opportunity or Compensation Plan to prospective Promoters or Customers;

(v)

inform all prospective Promoters that success requires substantial work;

(vi)

not make any claims regarding products or services of any products offered by Pruvit, except those contained in official Pruvit literature; and

(vii)

not use official Pruvit material to promote the Pruvit business opportunity in any country where Pruvit is not duly authorized to conduct business.

11.2    Sales Requirements Are Governed by the Compensation Plan

(a)

Pruvit Promoters may sell five (5) or ten (10) day sample packs at any price they choose, unless otherwise specified by Pruvit or its suppliers. Pruvit will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to a Pruvit business. Pruvit products may only be sold where Pruvit is licensed or otherwise authorized to conduct business.

(b)

The Pruvit program is built on sales to the ultimate consumer or end user. Pruvit encourages its Promoters to only purchase inventory, in reasonable quantities, that they and their family will personally consume, will be used as a sales tool, or will be resold to others for their ultimate consumption. Promoters must never attempt to influence any other Promoter to buy more products than they can reasonably use or sell to retail Customers in a month.

(c)

Each Pruvit Promoter commits to personally use, sell, or use in business building at least seventy percent (70%) of every order placed with Pruvit prior to placing another order, and must be able to certify as much if demanded by Pruvit or by any regulatory agency. Purchasing product solely for the purpose of collecting bonuses or achieving rank is strictly prohibited. Pruvit retains the right to limit the amount of purchases you may make if, in our sole judgment, we believe those purchases are being made solely for qualification purposes instead of for consumption or resale.

PROPRIETARY INFORMATION & TRADE SECRETS

12.1  Reports

(a)

By agreeing to the Pruver Agreement, the Promoter acknowledges that business reports, lists of Customer and Promoter names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by Pruvit or pertaining to the business of Pruvit (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Pruvit.

12.2    Obligation of Confidentiality

(a)

During the term of the Pruver Agreement and for a period of two (2) years after the termination or expiration of the Pruver Agreement between the Promoter and Pruvit, the Promoter shall not:

(i)

Use the information in the Reports to compete with Pruvit or for any purpose other than promoting his or her Pruvit business;

(ii)

Use or disclose to any person or entity any confidential information contained in the Reports, including disclosure or use to replicate or attempt to replicate the Promoter’s Upline and/or downline Organization genealogy in another network marketing company.

12.3    Breach and Remedies

(a)

The Promoter acknowledges that the Reports and other confidential and proprietary information of Pruvit is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Pruvit and to independent Pruvit businesses. Pruvit and its Promoters will be entitled to injunctive relief and/or to recover damages against any Promoter who violates this his or her obligations in section 12.2 in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney’s fees, court costs and expenses in addition to any award of damages.

12.4    Return of Materials

(a)

Upon demand by Pruvit, any current or former Promoter will return the original and all copies of all Reports to Pruvit together with any Pruvit confidential information in such person’s possession.

PRIVACY POLICY

13.1    Introduction

(a)

This Privacy Policy is to ensure that all Customers and Promoters understand and adhere to the basic principles of confidentiality. Without limiting the terms of this section, all Promoters must comply with applicable privacy laws governing the collection, use and disclosure of Customer and fellow Promoter information.

13.2    Expectation of Privacy

(a)

Pruvit recognizes and respects the importance its Customers and Promoters place on the privacy of their financial and personal information. Pruvit will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its Customers’, and Promoters’ financial and account information and nonpublic personal information.

(b)

By entering into the Pruver Agreement, a Promoter or Customer authorizes Pruvit to disclose his or her name and contact information to Upline Promoters solely for activities related to the furtherance of the Pruvit business. A Promoter hereby agrees to maintain the confidentiality and security of such information and to use it solely for the purpose of supporting and servicing his or her downline Organization and conducting the Pruvit business.

13.3    Employee Access to Information

(a)

Pruvit limits the number of employees who have access to Customers’ and Promoters’ nonpublic personal information.

13.4    Restrictions on the Disclosure of Account Information

(a)

Pruvit will not share non-public personal information or financial information about current or former Customers or Promoters with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Customers’, or Promoters’ interests or to enforce its rights or obligations under the Pruver Agreement or with written permission from the accountholder on file.

PRODUCT INSPECTION, QUALITY CONTROLS, ADVERTISING, PROMOTIONAL MATERIAL, USE OF PRUVITS AND TRADEMARKS

14.1    Inspection, Product Care, and Quality Controls

(a)

Promptly upon receipt, Promoters shall inspect Pruvit products and their packaging for damage, broken seals, evidence of tampering, or other product defects. If a product is defective or damaged, Promoters shall not sell the product and must report the defect or damage to Pruvit. Promoters may return products that are damaged or otherwise defective within thirty (30) days of receipt for a full refund or replacement.

(b)

Promoters must comply with all instructions provided by Pruvit regarding the proper care, storage, and handling of Pruvit products. Additionally, Promoters shall store all Pruvit products in a dry place at room temperature, away from direct sunlight. Members shall also regularly inspect inventory for products that are expired or that will expire within 60 days, and shall not sell any such products.

(c)

If Pruvit discovers that a Promoter is not properly inspecting products upon receipt, not properly storing and caring for Pruvit products, and/or selling products that are damaged or otherwise defective, Pruvit will investigate the Promoter and take remedial and disciplinary action up to and including involuntary termination of the Pruver Agreement.

14.2    Labeling, Packaging, and Displaying Products

(a)

A Pruvit Promoter and/or Customer may not re-label, re-package, refill, or alter labels of any Pruvit product, or service, information, materials or program(s) in any way. Pruvit products and services must only be sold in their original containers from Pruvit. Such re-labeling or re-packaging violates federal and regulatory laws, which may result in criminal or civil penalties or liability.

(b)

A Pruvit Promoter shall not cause any Pruvit product or service or any Pruvit trade name to be sold or displayed in retail establishments, except;

(i)

Where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor’s offices, clinics, health clubs, spas and beauty salons); and

(ii)

Where the retail establishment is owned or managed by the Pruvit Promoter and the store does not exceed $1 million in annual gross revenue, and there are five (5) or fewer stores under common ownership of management.

(c)

A Promoter may sell Pruvit products and services and display the Pruvit trade name at any appropriate display booth (such as trade shows, expositions, conferences etc.) with the express written consent of Pruvit.

(d)

A Promoter or Customer is prohibited to sell Pruvit products and services and display the Pruvit trade name, trademark or service mark at any kiosk or booth located in any retail establishment, such as a mall or retail facility.

(e)

Pruvit reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of its products and services, or the Pruvit opportunity.

14.3    Use of Company Names and Protected Materials

(a)

A Pruvit Promoter must safeguard and promote the good reputation of Pruvit and the products and services it markets. The marketing and promotion of Pruvit, the Pruvit opportunity, the Compensation Plan, and Pruvit products and services will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.

(b)

All promotional materials supplied or created by Pruvit must be used in their original form and cannot be changed, amended or altered, except with prior written approval from the Pruvit Compliance Department.

(c)

The name of Pruvit, each of its product and service names and other names that have been adopted by Pruvit, in connection with its business are proprietary trade names, trademarks and service marks of Pruvit. As such, these marks are of great value to Pruvit and are supplied to Promoters for their use only in an expressly authorized manner.

(d)

A Pruvit Promoter’s use of the name “Pruvit” is restricted to protect Pruvit proprietary rights, ensuring that the Pruvit protected names will not be lost or compromised by unauthorized use. Use of the Pruvit name on any item not produced by Pruvit is prohibited except as follows:

(i)

[Promoter’s name] Independent Pruvit Promoter or Distributor; and

(ii)

[Promoter’s name] Independent Promoter of Pruvit products and services.

(e)

Further procedures relating to the use of the Pruvit name are as follows:

(i)

All stationary (i.e. letterhead, envelopes, and business cards) bearing the Pruvit name or logo intended for use by the Pruvit Promoter must be submitted via email to the Pruvit Compliance Department for approval. Submit to: compliance@pruvithq.com.

(ii)

Pruvit Promoters may list “Independent Pruvit Promoter” in the white pages of the telephone directory under his or her own name.

(iii)

Pruvit Promoters may not use the name Pruvit in answering his or her telephone, creating a voice message or using an answering service, such as to give the impression to the caller that they have reached the corporate office. They may state, “Independent Pruvit Promoter.”

(f)

Certain photos and graphic images used by Pruvit in its advertising, packaging, and websites are the result of paid contracts with outside vendors that do not extend to Promoters. If a Promoter wants to use these photos or graphic images, they must negotiate individual contracts with the vendors for a fee.

(g)

A Pruvit Promoter shall not appear on or make use of television or radio or make use of any other media to promote or discuss Pruvit or its programs, products or services without prior written permission from the Pruvit Compliance Department.

(h)

A Promoter may not produce for sale or distribution any Company event or speech, nor may a Promoter reproduce Pruvit audio or video clips for sale or for personal use without prior written permission from the Pruvit Compliance Department.

(i)

Pruvit reserves the right to rescind its prior approval of any sales aid or promotional materials to comply with changing laws and regulations and may request the removal from the marketplace of such materials without financial obligation to the affected Promoter.

(j)

A Promoter shall not promote non-Pruvit products or services in conjunction with Pruvit products or services on the same social media site or same advertisement without prior approval from Pruvit Compliance Department.

(k)

Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by Pruvit may not be made except those contained in official Pruvit literature. In particular, no Promoter may make any claim that Pruvit products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate Pruvit policies, but they also potentially violate federal and provincial laws and regulations.

(l)

A Promoter shall not state or imply that the KETO//OS product can be taken as part of a weight loss strategy. The KETO//OS product is primarily intended to help elevate blood ketones, which can lead to a decrease in food cravings, increased satiety and improved energy levels. As stated above, a Promoter and/or Customer may not make any claims regarding products or services of any products offered by Pruvit, except those contained in official Pruvit literature.

14.4    Faxes and E-mail - Limitations

(a)

Except as provided in this section, a Promoter may not use or transmit unsolicited email, mass email distribution, other commercial electronic messages or “spamming” that advertises or promotes the operation of his or her Pruvit business. The exceptions are;

(i)

E-mailing any person who has given prior permission or invitation; and

(ii)

E-mailing any person with whom the Promoter has established a current business or personal relationship.

(b)

In all states or U.S. or International territories where prohibited by law, a Promoter may not transmit, or cause to be transmitted through a third party, (by telephone, facsimile, computer or other device), an unsolicited advertisement to any equipment, which has the capacity to transcribe text or images from an electronic signal received over a regular telephone line, cable line, ISDN, T1 or any other signal carrying device, except as set forth in this section.

(c)

All e-mail or computer broadcasted documents subject to this provision shall include each of the following:

(i)

A clear and obvious identification that the fax or e-mail message is an advertisement or solicitation. The words “advertisement” or “solicitation” should appear in the subject line of the message;

(ii)

A clear return path or routing information;

(iii)

The use of legal and proper domain name;

(iv)

A clear and obvious notice of the opportunity to decline to receive further commercial facsimile or e-mail messages from the sender;

(v)

Unsubscribe or opt-out instructions should be the very first text in the body of the message box in the same size text as the majority of the message;

(vi)

The true and correct name of the sender, valid senders fax or e-mail address, and a valid sender physical address;

(vii)

The date and time of the transmission; and

(viii)

Upon notification by recipient of his or her request not to receive further faxed or e-mailed documents, a Pruvit Promoter shall not transmit any further documents to that recipient.

(d)

All e-mail or computer broadcasted documents subject to this provision shall include each of the following:

(i)

Use of any third-party domain name without permission; and

(ii)

Sexually explicit materials.

14.5    Internet and Third-Party Website Restrictions

(a)

A Promoter and/or Customer is prohibited from creating or registering any third-party website in order to promote, sell or advertise their Pruvit business or Pruvit products without Pruvit’s express written approval. A Promoter and/or Customer is prohibited from using or attempting to register any of Pruvit’s trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the Pruvit logo or the Pruvit name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, e-mail addresses, web pages, or blogs.

(b)

A Pruvit Promoter may not (directly or indirectly through any intermediary or instrumentality) advertise, offer for sale, or facilitate the offering for sale of any Pruvit products or services or offer the Business Opportunity on any online auction websites, internet retailer sites, or online marketplace websites. Examples of such sites include, but are not limited to, eBay®, Amazon, Facebook Marketplace, Sears.com, Jet.com, Walmart.com, and Etsy. This obligation survives the termination of a Promoter’s Pruver Agreement with Pruvit.

(c)

Social Media sites may be used to advertise Pruvit products or services. PROFILES A PROMOTER OR CUSTOMER GENERATES IN ANY SOCIAL COMMUNITY WHERE PRUVIT IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE PROMOTER AS AN INDEPENDENT PRUVIT PROMOTER, and when a Promoter and/or Customer participates in those communities, Promoters and/or Customers must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at Pruvit’s sole discretion, and an offending Promoter and/or Customer will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the Pruvit approved library, official Pruvit website or social media outlet. If a link is provided, it must link to the posting Promoter’s Replicated website. Promoters may not direct social media followers to any other website where Pruvit products are sold on the Internet unless the website has been specifically approved in writing by Pruvit as a third-party website where the Promoter may offer Pruvit products for sale.

(d)

Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Promoters will be subject to disciplinary action.

(e)

Promoters and/or Customers may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Promoters or Customers create or leave must be useful, unique, relevant and specific to the blog’s article.

(f)

Promoters and/or Customers must disclose their full name on all Social Media postings, and conspicuously identify themselves as an Independent Pruvit Promoter for Pruvit. Anonymous postings or use of an alias is prohibited.

(g)

Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Pruvit income opportunity, Pruvit’s products and services, and/or your biographical information and credentials.

(h)

Promoter and/or Customer are personally responsible for their postings and all other online activity that relates to Pruvit. Therefore, even if a Promoter does not own or operate a blog or Social Media site, if a Promoter and/or Customer posts to any such site that relates to Pruvit or which can be traced to Pruvit, the Promoter is responsible for the posting. Promoter and/or Customer are also responsible for postings which occur on any blog or Social Media site that the Promoter and/or Customer owns, operates, or controls.

(i)

As a Pruvit Promoter, it is important to not converse with any person who places a negative post against you, other Promoters, or Pruvit. Report negative posts to Pruvit at support@pruvithq.com. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Pruvit, and therefore damages the reputation and goodwill of Pruvit.

(j)

The distinction between a Social Media site and a website may not be clear- cut, because some Social Media sites are particularly robust, Pruvit therefore reserves the sole and exclusive right to classify certain Social Media sites as third-party websites which are herein prohibited.

(k)

If your Pruvit business is cancelled for any reason, you must discontinue using the Pruvit name, and all of Pruvit’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an Independent Pruvit Promoter, you must conspicuously disclose that you are no longer an Independent Pruvit Promoter.

(l)

Failure to comply with these Policies for conducting business online may result in the Promoter losing their right to advertise and market Pruvit products, services and Pruvit’s business opportunity online in addition to any other disciplinary action available under the Policies and Procedures.

(m)

Promoters are prohibited from selling Pruvit products to individuals or entities that they know, or should know, intend to resell the products. Promoters must sell Pruvit products only to end user customers, and Promoters shall not sell to any person any quantity of Pruvit products greater than that generally purchased by an individual for personal use. Promoters must take reasonable steps to ensure that they do not violate these policies.

14.6    Advertising and Promotional Materials

(a)

You may not advertise any Pruvit products or services at a price LESS than the highest company published, established retail price of ONE offering of the Pruvit product or service plus shipping, handling and applicable taxes. No special enticement advertising is allowed. This includes, but is not limited to, offers of free membership, free shipping, or other such offers that grant advantages beyond those available through Pruvir.

(b)

Advertising and all forms of communications must adhere to principles of honesty and propriety.

(c)

All advertising, including, but not limited to, print, Internet, computer bulletin boards, television, radio, etc., are subject to prior written approval by the Pruvit Compliance Department.

(d)

All requests for approvals with respect to advertising must be directed in writing to the Pruvit Compliance Department.

(e)

A Promoter who is currently paid at the Circle of Champions rank may create his or her own ads or promotional materials including the development of commercials or infomercials. However, all such materials, and any subsequent changes thereto, shall be submitted to the Pruvit Compliance Department for approval.

(f)

Circle of Champions are encouraged to work with the Compliance Department prior to the production of commercials, infomercials, or websites.

(g)

Pruvit reserves the right to rescind its prior approval advertising or promotional materials in order to comply with changing laws and regulations and may require the removal of such advertisements from the marketplace without obligation to the affected Promoter.

14.7    Testimonial Permission

(a)

By agreeing to the Pruver Agreement, a Promoter gives Pruvit permission to use his or her testimonial or image and likeness in corporate sales materials, including but not limited to print media, electronic media, audio and video. In consideration of being allowed to participate in the Pruvit business opportunity, a Promoter waives any right to be compensated for the use of his or her testimonial or image and likeness even though Pruvit may be paid for items or sales materials containing such image and likeness, and represents that any testimonial represents Promoter’s current, original, honest opinion, thoughts, beliefs, findings or experiences, based on Promoter’s actual experience with Pruvit and any stated use of Pruvit products and/or services, and agrees to notify Promoter immediately of any changes in the views expressed in the testimonial. In some cases, a Promoter’s testimonial may appear in another Promoter’s advertising materials. If a Promoter does not wish to participate in Pruvit sales and marketing materials, he or she should provide a written notice to the Pruvit Compliance Department to ensure that his or her testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

14.8    Telemarketing - Limitations

(a)

A Pruvit Promoter must not engage in telemarketing in relation to the operation of the Promoter’s Pruvit business. The term “telemarketing” means the placing of one or more telephone calls or facsimile transmissions to an individual or entity to induce the purchase of Pruvit products or services, or to Recruit them for the Pruvit opportunity.

(b)

The federal government administers the Unsolicited Telecommunication Rules and operates a national Do-Not-Call registry that requires businesses to refrain from calling phone numbers listed on the national “Do-Not-Call” list (DNCL) and or people who tell the caller directly not to call/fax in the future.

(c)

While a Promoter may not consider himself or herself a “telemarketer” in the traditional sense, these regulations broadly define the term “telemarketer” and “telemarketing” so that the unintentional action of calling someone whose telephone number is listed on the Federal “Do Not Call” registry could cause the Promoter to violate the law. These regulations must not be taken lightly, as they carry significant penalties.

(d)

“Cold calls” or unsolicited calls/faxes made to prospective Customers or Promoters in order to promote Pruvit products, services or the Pruvit business opportunity is considered telemarketing and is prohibited.

(e)

Exceptions to Telemarketing Regulations. A Pruvit Promoter may place telephone calls or faxes to prospective Customers, or Promoters under the following limited situations:

(i)

If the Promoter has an established current business relationship with the prospect;

(ii)

In response to the prospect’s personal inquiry or application regarding a product or service offered by the Pruvit Promoter, within 3 months immediately before the date of such a call/fax;

(iii)

If the Promoter receives written and signed permission from the prospect authorizing the Promoter to call/fax;

(iv)

If the call/fax is to family members, personal friends, and acquaintances. However, if a Promoter makes a habit of collecting business cards from everyone he/she meets and subsequently calls/faxes them, the federal government may consider this a form of telemarketing that is not subject to this exemption; and

(v)

Pruvit Promoters engaged in calling “acquaintances,” must make such calls/faxes on an occasional basis only and not as a routine practice.

(f)

A Promoter shall not use automatic telephone dialing systems in the operation of his or her Pruvit businesses.

(g)

Failure to abide by Pruvit’s policies or federal regulations regarding telemarketing may lead to sanctions against the Promoter, up to and including termination of the Promoter’s Pruvit account.

(h)

By signing the Pruver Agreement, or by accepting commissions, other payments or awards from Pruvit, a Promoter gives permission to Pruvit and other Promoters to contact them as permitted under the Federal Do Not Call regulations.

(i)

In the event a Promoter violates this section, Pruvit reserves the right to institute legal proceedings to obtain monetary or equitable relief.

INTERNATIONAL MARKETING

15.1    International Marketing Policy

(a)

A Pruvit Promoter is authorized to sell Pruvit products and services, to Customers and Promoters only in the countries in which Pruvit is authorized to conduct business, according to the Policies and Procedures of each country. Pruvit Promoters may not sell products or services in any country where Pruvit products and services have not received applicable government authorization or approval.

(b)

A Promoter may not, in any unauthorized country, conduct sales, enrollment or training meetings, enroll or attempt to enroll potential Customers, or Promoters, nor conduct any other activity for the purpose of selling Pruvit products and services, establishing a sales Organization, or promoting the Pruvit business opportunity.

PRUVIT GLOSSARY OF TERMS

ACCOUNT : The secure and proprietary back office associated with each Promoter’s Pruvit business and unique User ID where a Promoter can access the Pruver Agreement, the Compensation Plan, and other Official Pruvit Material along with the Promoter’s downline Organization, direct Sponsor, placement in a Line of Sponsorship, and Wallet.

ACTIVE PROMOTER : A Promoter who is in good standing with respect to the Pruver Agreement and who satisfies the minimum sales volume requirements, as set forth in the Compensation Plan, to ensure that they are eligible to receive bonuses and commissions.

COMPENSATION PLAN : The guidelines and referenced literature for describing how Promoters can generate commissions and bonuses.

COMPETING PRODUCT : Any program, product, or service offered by another network marketing/direct sales company with characteristics, functions, benefits, or ingredients similar to those offered by Pruvit, regardless of differences in cost, quality, or other distinguishing factors.

CUSTOMER : Any person who purchases Pruvit product but does not enroll as a Pruvit Promoter.

FAMILY UNIT : Parents or dependent children living at or doing business at the same address as a Promoter.

PROMOTER OR PRUVER : An individual or entity who has paid Pruvit’s annual membership fee and actively promotes, markets and sells Pruvit products for profit and/or actively seeks and Recruits others to do the same in accordance with the Pruver Agreement.

PRUVER AGREEMENT : The most current version of the following along with any addendums or exhibits thereto: (i) Pruvit Policies and Procedures; and (ii) Pruvit Compensation Plan.

LINE OF SPONSORSHIP (LOS) : A report generated by Pruvit that provides critical data relating to the identities of Promoters, sales information, and enrollment activity of each Promoter’s Organization. This report contains Pruvit’s proprietary, confidential and trade secret information.

ORGANIZATION OR DOWNLINE : The Customers and Promoters placed below a particular Promoter.

OFFICIAL PRUVIT MATERIAL : : Literature, audio or video recordings, photographs, intellectual property, and/or any other materials developed, printed, published, or distributed by Pruvit to Promoters and/or Customers.

PLACEMENT : Your position inside your Sponsor’s organization.

RECRUIT, RECRUITMENT & RECRUITING: : Actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Promoter or Customer to enroll or participate in any direct sales or network marketing opportunity. Recruitment includes but is not limited to messaging, posting, friending, or otherwise contacting known Promoters and/or Customers of Pruvit on social media (e.g. Facebook, Instagram, etc.) to discuss another direct sales or network marketing opportunity. The conduct described in this paragraph is Recruitment even if the Promoter’s actions are in response to an inquiry made by another Promoter or Customer.

RESALABLE : Product is “Resalable” if the Product: 1) is unopened and unused, 2) in its original packaging and labeling has not been altered or damaged, 3) is in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price, and 4) contains current Pruvit labeling. Any merchandise identified at the time of sale as nonreturnable, discontinued, or seasonal is not Resalable.

SPONSOR : A Promoter who enrolls a Customer or other Promoter into Pruvit and is listed as the Sponsor.

SPONSORING & SPONSORED : : The act of enrolling others and personally training them to become a Pruvit Promoter.

PROMOTER’S/PRUVER’S WALLET : Is a secure website that manages a Pruver’s commissions.

SPOUSE : An individual that is legally married to a Promoter or an individual that is party to a legally recognized common law relationship with a Promoter.

UPLINE : This term refers to the Promoter(s) above a particular Promoter in a Sponsorship line up to the Company. It is the line of Sponsors that link any particular Promoter to the Company.

WALLET : A secure feature in the back-office software that maintains a Promoter’s commissions and bonuses.

ADDENDUMS

Addendum 1

Customer Price List :

Click here

Promoter Price List :

Click here

Addendum 2

Prüformance Rewards :

Click here

Addendum 3

Income Disclosure Statement (IDS) :

Click here

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