POLICIES AND PROCEDURES

INTRODUCTION

1.1  - POLICIES AND PROCEDURES AND COMPENSATION PLAN INCORPORATED INTO MARKET PARTNER AGREEMENT

The Policies and Procedures, in their present form and as amended from time to time at the sole discretion of MONAT Global Canada ULC (“MONAT” or the “Company”), are incorporated into, and form an integral part of, the MONAT Market Partner Agreement. Throughout these Policies and Procedures, when the term “Agreement” is used, it collectively refers to the MONAT Market Partner Application and Agreement, these Policies and Procedures, the MONAT Compensation Plan, and the MONAT Business Entity Registration Form (if applicable). These documents are incorporated by reference into the MONAT Market Partner Agreement (all in their current form and as amended by MONAT from time to time). Market Partners have the responsibility to read, understand, adhere to and ensure that they are aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new Market Partner, it is the responsibility of the sponsoring Market Partner to ensure that the applicant is provided with, or has online access to, the most current version of these Policies and Procedures and the MONAT Compensation Plan prior to execution of the Market Partner Agreement.

1.2  - PURPOSE OF POLICIES AND PROCEDURES

MONAT is a direct sales company that markets its products through Independent Market Partners (“Market Partner” or “Market Partners”). It is important to understand that your success and the success of your fellow Market Partners depends on the integrity of the individuals who market our products. To clearly define the relationship that exists between Market Partners and MONAT, and to explicitly set a standard for acceptable business conduct, MONAT has established the Agreement.

MONAT Market Partners are required to comply with all the Policies and Procedures which MONAT may amend from time to time, at its sole discretion, as well as all federal, provincial, territorial and municipal laws governing their MONAT business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by these Policies and Procedures. Please review the information in these Policies and Procedures carefully as they explain and govern your relationship, as an independent contractor, with the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from your Sponsor or from MONAT.

1.3  - CHANGES TO THE AGREEMENT

Because Federal, provincial, territorial, and municipal laws, periodically change, and because our business environment evolves so rapidly, MONAT reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the Market Partner Agreement, and joining MONAT as a Market Partner, and in consideration of accepting commissions, bonuses and awards from MONAT, a Market Partner agrees to abide by the most current version of these Policies and Procedures as they are amended by MONAT from time to time. In its sole discretion. Amendments shall be effective thirty (30) days after publication of a notice that Policies and Procedures have been amended. Amendments shall not apply retroactively to any conduct that occurred prior to the effective date of the amendment. MONAT shall provide or make available to all Market Partners a complete copy of the amended Policies and Procedures by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) posting in the Market Partner’s back office; (4) inclusion in Company periodicals; or (5) special mailings. By continuing to operate a Market Partner’s MONAT business or by accepting commission, bonuses or awards from MONAT, the Market Partner thereby acknowledges the revised Policies and Procedures and agrees to abide by them.

1.4  - DELAYS

MONAT shall not be responsible for delays or failure in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a source of supply, or government decrees or orders.

1.5  - POLICIES AND PROVISIONS SEVERABLE

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.

1.6  - WAIVER

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of MONAT to exercise any right or power under the Agreement or to insist upon strict compliance by a Market Partner with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of MONAT’s right to demand exact compliance with the Agreement. Waiver by MONAT can be effectuated only in writing by an authorized officer of the Company. MONAT’s waiver of any particular breach by a Market Partner, or MONAT’s waiver of any particular provision of the Market Partner Agreement or these Policies and Procedures, shall not affect or impair MONAT’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Market Partner. Nor shall any delay or omission by MONAT to exercise any right arising from a breach affect or impair MONAT’s rights as to that or any subsequent breach.

The existence of any claim or cause of action of a Market Partner against MONAT shall not constitute a defense to MONAT’s enforcement of any term or provision of the Agreement.

SECTION 2 – BECOMING A MARKET PARTNER

2.1  - REQUIREMENTS TO BE A MARKET PARTNER

To be a MONAT Market Partner, each applicant must:

1. a)Be of the age of majority in their province or territory of residence;
2. b)Reside in Canada;
3. c)Provide MONAT with valid tax identification information;
4. d)Submit a properly completed Market Partner Application and Agreement to MONAT f) Provide a valid physical address not associated with any other MONAT account. Non-physical addresses, including General Post Office (GPO), pack station, private mail bags, and other forms of non-physical addresses, will prevent payment of commissions;
5. e)Provide a valid physical address not associated with any other MONAT account. Non-physical addresses, including P.O. boxes, General Post Office (GPO), pack station, private mail bags, and other forms of non-physical addresses, will prevent payment of commissions;
6. f)Provide a valid unique email address not associated with any other MONAT account;
7. g)Provide a valid unique credit card or payment information not associated with any other MONAT account;
8. h)Not be in jail or prison or otherwise confined to a correctional institution;
9. i)Not have been convicted or plead no contest to a felony with the past 7 years. Felonies that occurred more than 7 years ago will be reviewed by MONAT’s discretion and might render an applicant ineligible to be a MONAT Market Partner;
10. j)Not be a current employee, officer or director of MONAT or any affiliated company, or the spouse or registered domestic partner of the foregoing;
11. k)Be authorized to run a business in Canada.
12. l)M)May not be a corporate employee of any other network marketing, direct selling company

* If an invalid Social Insurance Number is used and a valid one is not presented within a reasonable time, MONAT reserves the right to terminate the Market Partner Agreement. The Company reserves the right to reject any applications for a new Market Partner or applications for; renewal.

2.2  - NO REQUIRED PRODUCT PURCHASES

No person is required to purchase MONAT products, services or sales aids, or to pay any charge or fee to become a Market; Partner.

2.3  - MARKET PARTNER BENEFITS

Once a Market Partner Application and Agreement has been accepted by MONAT, the benefits of the Compensation Plan and the Market Partner Agreement are available to the new Market Partner. These benefits include the right to:

1. a)Sell MONAT products and profit from these sales;
2. b)Receive retail rebates/commissions on retail purchases;
3. c)Participate in the MONAT Compensation Plan (receive bonuses and commissions, if eligible);
4. d)Sponsor other individuals as VIP Customers or Market Partners into the MONAT business and thereby, build a Downline whose sales will assist you in progressing through the MONAT Compensation Plan;
5. e)Receive periodic MONAT literature and other MONAT communications;
6. f)Participate in MONAT-sponsored support, service, training, motivation and recognition functions, upon payment of appropriate charges, if applicable; and
7. g)Participate in promotional and incentive contests and programs sponsored by MONAT for its Market Partners.

2.4  - TERM AND RENEWAL OF THE AGREEMENT

The term of the Market Partner Agreement is one year from the date of its acceptance by MONAT (subject to prior termination pursuant to Section 10). Market Partners may renew their Market Partner Agreement each year on or up to 30 days before the anniversary date of their Market Partner Agreement. Payment of a renewal fee can only be combined with regular orders (it cannot be made in conjunction with a Flash Sale).

If the Market Partner account is not renewed by the anniversary date of their Market Partner Agreement, the Market Partner account will be terminated along with the Market Partner Agreement. . Please note that Market Partners may not place orders if the Renewal Fee is not paid prior to the suspension period. Orders may be placed after the Renewal Fee is paid.

A Market Partner account may be re-instated within the 6 months from the date the account was terminated for non-renewal once the outstanding renewal fee is paid however, they will forfeit any former downline.

A Market Partner account may be re-instated within the 6 months from the date the account was terminated for non-renewal once the outstanding renewal fee is paid however, they will forfeit any former downline.

Otherwise, the terminated Market Partner will need to remain inactive (i.e., no purchases of MONAT products for resale, no sales of MONAT products, no sponsoring, no attendance at any MONAT functions, and no participation in any other form of Market Partner activity, or operation of any other MONAT business) for six (6) full months from the date of termination before re-enroling.

SECTION 3 - OPERATING A MONAT BUSINESS

3.1  - ADHERENCE TO THE MONAT PROGRAM

Market Partners must adhere to the terms of the MONAT Program as set forth in official MONAT literature. Market Partners shall not offer the MONAT opportunity through, or in combination with, any other system, program, sales tool, or method of marketing other than that specifically set forth in official MONAT literature. Market Partners shall not require or encourage other current or prospective Market Partners or VIP Customers to participate in MONAT in any manner that varies from the program as set forth in official MONAT literature. Market Partners shall not require or encourage other current or prospective Market Partners or VIP Customers to execute any agreement or contract other than official MONAT agreements and contracts to become a MONAT Market Partner or VIP Customer. Similarly, Market Partners shall not require or encourage other current or prospective VIP Customers or Market Partners to make any purchase from, or payment to any individual or other entity to participate in the MONAT Compensation Plan other than those purchases or payments identified as recommended or required in official MONAT literature.

3.2  - ADVERTISING

3.2.1  - GENERAL

All Market Partners shall safeguard and promote the good reputation of MONAT and its products. The marketing and promotion of MONAT, the MONAT opportunity, the Compensation Plan, and MONAT products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

To promote both the products and tremendous opportunity MONAT offers, Market Partners are encouraged to use the sales aids and support materials produced by MONAT. Market Partners are not permitted to create their own branded sales aids or materials. The rationale behind this requirement is simple. MONAT has carefully designed its products, product labels, Compensation Plan, and promotional materials to ensure that each aspect of MONAT is fair, truthful, substantiated, and complies with the vast and complex legal requirements of federal and state laws. If MONAT Market Partners were allowed to develop their own sales aids and promotional materials, notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate any number of statutes or regulations affecting a MONAT business is almost certain. These violations, although they may be relatively few, would jeopardize the MONAT opportunity for all Market Partners.

Accordingly, Market Partners must not produce their own literature, advertisements, sales aids, business tools, promotional materials, or Internet web pages. Nor may Market Partners use any literature, advertisements, sales aids, business tools, promotional materials, or Internet web pages obtained from any source other than the Company. Market Partners may download and obtain approved promotional materials through the Back Office.

Market Partners may create team branded gear to gift to team members. Items may not be sold for profit or be promoted at MONAT events. The approved MONAT logos are found on the back office. MONAT reserves the right to require Market Partners to cease distribution of any item with the name MONAT on it if deemed inappropriate, at MONAT’s sole discretion.

3.2.2  - SOCIAL MEDIA

A. In addition to meeting all other requirements specified in these Policies and Procedures, should a Market Partner utilize any form of social media, the Market Partner agrees to each of the following:

1. 1.No product sales or enrollments may occur on any social media site. To generate sales, a social media site must link only to the Market Partner’s MONAT Replicated Website.
2. 2.It is each Market Partner’s responsibility to follow the social media site’s terms of use. If the social media site does not allow its site to be used for commercial activity, you must abide by the site’s terms of use.
3. 3.A Market Partner may not use any social media site on which they discuss or promote, or have discussed or promoted, the MONAT business or MONAT’s products to directly or indirectly, solicit MONAT Market Partners for another direct selling or network marketing program (collectively, “direct selling”). In furtherance of this provision, a Market Partner shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Market Partners relating to the Market Partner’s other direct selling business activities. Violation of this provision shall constitute a violation of the non-solicitation provision in Section 3.10 below. This provision applies during the term of this Agreement and for a period of (i) six (6) months for all Market Partners below the rank of Market Mentor; and (ii) twelve (12) months for all Market Partners ranked Market Mentor and above thereafter.
4. 4.Market Partners must clearly identify themselves as Independent MONAT Market Partners along with a link to their replicating site.
5. 5.Market Partners may not take any action or create any profile to confuse a reasonable person to believe they have landed on an official Corporate social media page, including but not limited to using the MONAT logo or anything similar in their profile photo or banner.

If a Market Partner creates a business profile page on any social media site that promotes or relates to MONAT, its products, or opportunity, the business profile page must relate exclusively to the Market Partner’s MONAT business and MONAT products. If the Market Partner’s MONAT business is canceled for any reason or if the Market Partner becomes inactive, the Market Partner must deactivate the business profile page.

B. Testimonials and “Before and After” Photos

1.All testimonials and “before and after” photos must be truthful, transparent, supported and consistent with current MONAT product claims. To post “before and after” photos, Market Partners must do the following:

• Identify the person and if the person is a relative or immediate household member of MONAT independent Market Partner”
• Share their genuine results;
• Clearly and conspicuously disclose how often and how long the MONAT products were used, (unless otherwise directed by Corporate materials) and whether any other products or treatments contributed to the results;
• Clearly and conspicuously disclose the name of the MONAT product(s) used.

2.The “before and after” photos must be taken under the same conditions and touch- ups and photo editing are not permitted.

3.Subject must be recognizable as the same person in each photo.

4.For skin care results makeup may be used as long as it does not alter the impact of the results.

5.Market Partners may not use “stock” photos to advertise, sell, or offer to sell MONAT Products.

6.Market Partners must be able to defend the origin and appearance of all posts.

C. Social Media Monitoring

To ensure adherence to MONAT’s Social Media policy as well as other MONAT policies, MONAT both manually reviews, as well as utilizes third party monitoring software to review, Market Partner social media pages including but not limited to, posts, reels, stories (both permanent and temporary) and/or videos. This review is done to ensure that Market Partners are making claims that are truthful, substantiated and approved. MONAT encourages Market Partners to keep record of any content, including but not limited to stories, that are posted on their social media pages. When necessary, MONAT will take appropriate action to ensure Market Partners are posting on social media in a compliant; manner.

3.2.3  - ONLINE CONDUCT

A. No Independent Websites

No Market Partner may independently design, publish, maintain or operate a website that uses the MONAT name, MONAT marks, , or MONAT product descriptions or otherwise promotes (directly or indirectly) MONAT products or the MONAT opportunity, nor may any Market Partner sell MONAT products online other than through a Replicated Website or the MONAT corporate website. A Market Partner shall not use “blind” ads on the Internet that make product or income claims which are ultimately associated with MONAT products, the MONAT opportunity, or the MONAT Compensation Plan. The use of any other Internet website or web page (including without limitation auction sites such as eBay) in any way to promote to the sale of MONAT products, the MONAT opportunity, or the Compensation Plan is a breach of these Policies and Procedures and may result in any of the disciplinary sanctions set forth in Section 8.1.

B. Replicated Websites

If Market Partners desire to utilize an Internet web page to promote their business, they may do so through the Company’s replicated website program only. This program permits Market Partners to advertise on the Internet and can be personalized with the Market Partner’s message and the Market Partner’s contact information. These websites seamlessly linked directly to the official MONAT website giving the Market Partner a professional and Company-approved presence on the Internet.

There is no charge for the Replicated Website. Market Partners are solely responsible and liable for the content they add to their Replicated Websites and must regularly review the content to ensure it is accurate and relevant.

Market Partners may not alter the branding, artwork, look, or feel of their Replicated Websites, and may not use their Replicated Websites to promote, market or sell non-MONAT products, services or business opportunities. Specifically, a Market Partner may not alter the look (placement, sizing etc.) or functionality of the following:

• The MONAT Independent Market Partner Logo
• The Market Partner's Name
• MONAT Corporate Website Redirect Button
• Artwork, logos, or graphics
• Original text.

Because Replicated Websites reside on the myMONAT.com domain, MONAT reserves the right to receive analytics and information regarding the usage of your Replicated Website.

By default, a Market Partner’s MONAT Replicated Website URL is www.myMONAT.com/﹤Market Partner ID#﹥. The Market Partner must change this default ID and choose a uniquely identifiable website name that cannot:

• Be confused with other portions of the MONAT corporate website;
• Confuse a reasonable person into thinking they have landed on a MONAT corporate page;
• Be confused with any MONAT name or mark;
• Contain any discourteous, misleading, or off-color words or phrases that may damage MONAT’s image.

Market Partners may not monetize their Replicated Websites through affiliate programs, adSense or similar programs.

C. Domain Names and Email Addresses

Market Partners may not use or attempt to register any corporate names, trade names, trademarks, service names, service marks, or product names owed by or licensed to the Company , or any derivative thereof, for any Internet domain name. Nor may Market Partners incorporate or attempt to incorporate any corporate names, trade names, trademarks, service names, service marks, or product names owned by or licensed to the Company, or any derivative thereof, into any email address except in manner approved by the company.

D. Linking

When directing web traffic to a MONAT Replicated Website it must be evident from a combination of the link and the surrounding context that the link will be connecting to the site of an independent MONAT Market Partner. Attempts to mislead web traffic into believing they are going to a MONAT corporate site, when in fact they land at a Market Partner’s Replicated Website, will not be allowed. The determination as to what is misleading to a reasonable reader or user of the site will be determines by MONAT in its sole discretion.

E. Online Classifieds

Market Partners may not use online classifieds (including Craigslist) to list, sell or retail specific MONAT products.. Market Partners may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring and informing the public about the MONAT business opportunity, provided MONAT-approved templates/images are used. These templates will identify the Market Partner as an Independent MONAT Market Partner. If a link or URL is provided, it must link to the Market Partner’s Replicated Website or the corporate website.

F. Buy and Sell Sites

MONAT prohibits Market Partners from listing or selling MONAT products on buy and sell sites/marketplace sites or online auction sites such as Amazon, eBay, Facebook Groups, Walmart.com and other buy/trade/swap pages or social media platforms.

Furthermore, Market Partners may not provide MONAT products to person(s) or entities for the purpose of resale on a third-party website. The retailing of any MONAT products through these sites or platforms is a serious violation and will result in sanctions up to and including the suspension or termination of your MONAT account. MONAT does permit the use of these forums to help promote and advertise an Independent Market Partner’s availability, the MONAT opportunity and MONAT products. (Please refer to 3.6.2 – Product Claims and 3.6.3 - Income Claims for further guidance.) This provision shall survive the termination of the Market Partner Agreement.

G. Banner Advertising

Market Partners may place banner advertisements on a website provided the Market Partner uses MONAT- approved templates and images. All banner advertisements must link to a Market Partner’s Replicated Website. Market Partners may not use blind ads (ads that do not disclose the identity of the Company) or web pages that make product or income claims that are ultimately associated with MONAT products or the MONAT opportunity.

H. Spam Linking

Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments that a Market Partner makes on blogs, forums, guest books etc. must be unique, informative and relevant.

I. Video, Audio and Digital Media

Market Partners may upload, submit or publish MONAT-related video, audio or photo content that they develop and create to advertise or promote MONAT products and the business opportunity. Market Partners must ensure that any claims made about MONAT products or the business opportunity are in compliance with MONAT Policies and Procedures. All material must align with MONAT values, contribute to the MONAT community and greater good. Market Partners must clearly identify themselves as an Independent MONAT Market Partner in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that they are solely responsible for the content.

J. Sponsored Links / Pay-Per-Click (PPC) Ads

Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to the sponsoring Market Partner’s Replicated Website. The display URL must also be to the sponsoring Market Partner’s Replicated Website and must not portray any URL that could lead the user to believe they are being directed to a MONAT Corporate site or be inappropriate or misleading in any way.

K. Enticements for Enrollment

MONAT does not condone the use of any publicly shared enticements as a means of encouraging or enticing enrollment in MONAT. Such unacceptable enticements include money, free or reduced product, special training, raffles, giveaways, buy-outs, and other similar forms of enticements. Any publicly shared social media posts, announcements or give-a-ways are unacceptable and any attempt to “buy the business” is not condoned by MONAT or its Field Leaders.

MONAT allows personally negotiated offers (such as offering product samples) between a Market Partner and personal prospects. MONAT also allows incentives offered by a Market Partner to a member of that Market Partner’s team as a deserved award for sales o recognition.

This enticement policy applies to both attempted enticements of Market Partners and Customers.

L. Giveaways and Promotions

MONAT allows giveaways and promotions when conducted privately with existing team members when based on the sale of MONAT products to end consumers. The Market Partner is responsible for abiding by all provincial, territorial or federal laws. We strongly recommend that any Market Partner that chooses to run a giveaway or promotion consult with a lawyer and the CRA website to ensure compliance with laws and tax reporting requirements. The Market Partner must state that the giveaway or contest is not sponsored or endorsed by MONAT.

3.2.4  - TELEPHONE DIRECTORY LISTINGS AND TELEPHONE ANSWERING

Market Partners may list themselves as an “Independent MONAT Market Partner” in the white or yellow pages of the telephone directory, or with online directories, under their own name. No Market Partner may place telephone or online directory display ads using any corporate names, trade names, service names, service marks, or product names owned by or licensed to the Company. Market Partners may not answer the telephone by saying “MONAT”, “MONAT Incorporated”, or in any other manner that would lead the caller to believe that they have reached the corporate offices of MONAT. A Market Partner may use the phrase Independent MONAT Market Partner in telephone greetings or on an answering machine or voicemail system to clearly separate the Market Partner’s independent MONAT business from MONAT.

If Market Partners wish to post their name in a telephone or online directory, it must be listed in the following format:

Market Partner’s Name
Independent MONAT Market Partner

3.2.5  - TRADEMARKS AND COPYRIGHTS

The name of MONAT and other names as may be adopted and used by MONAT are proprietary trade names, trademarks and service marks licensed to or owned by MONAT (collectively “marks”). As such, these marks are of great value to MONAT and are supplied to Market Partners for their use only in an expressly authorized manner. MONAT will not allow the use of trade names, trademarks, designs, or symbols licensed to or owned by MONAT by any other person, including MONAT Market Partners, without its prior, written permission. As an independent Market Partner, you may use the MONAT name in the following manner

Market Partner's Name
Independent MONAT Market Partner


Example:
Alice Smith
Independent MONAT Market Partner

The content of all Company sponsored events is copyrighted material. Market Partners may not produce for sale or distribution any recorded Company events and speeches without written permission from MONAT; nor may Market Partners reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.

Market Partners may create team branded gear to gift to team members. Items may not be sold for profit or be promoted at MONAT events. The approved MONAT logos are found on the back office. MONAT reserves the right to require Market Partners to cease distribution of any item with the name MONAT on it if deemed inappropriate, at MONAT’s sole discretion.

3.2.6  - MEDIA AND MEDIA INQUIRIES

Market Partners must not attempt to respond to media inquiries regarding MONAT, its products, or their independent MONAT business. All inquiries by any type of media must be immediately referred to the MONAT Compliance Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

3.2.7.  - TELEVISION AND RADIO ADVERTISING

Market Partners must not utilize radio or television media for the advertising, distribution or promotion of MONAT products or opportunity without the express written consent of MONAT. In the event that MONAT does grant permission for the use of such media, MONAT must have final authority on every stage of the productions process with full rights to all recordings.

3.2.8  - UNSOLICITED EMAIL

MONAT does not permit Market Partners to send unsolicited commercial emails, texts, SMS, or other commercial electronic messages, unless such messages strictly comply with applicable laws and regulations including, without limitation, the federal Canadian Anti-spam Legislation (“CASL”). CASL is strict anti-spam legislation, and Market Partners are required to be familiar with and comply with all of its requirements.

CASL requires the consent of the recipient to send commercial electronic messages, and has strict requirements for how you obtain consent before you send a commercial electronic message, and also for what those messages must contain. We describe such messages in this Section 3.2.8 as “commercial electronic messages”, but you must understand they include any commercial messages sent to an “electronic address” (this includes email, SMS, and text messages). The requirements of this Section apply to any messages that encourage participation in commercial activity, and regardless of whether the message is sent to one recipient or more than one recipient (e.g. they apply to both ‘mass’ or ‘group’ messages and also to commercial messages that are sent 1 to 1). It also applies to messages sent to other Market Partners, unless such messages strictly relate to the activities of MONAT.

Market Partners must not send commercial electronic messages, other than: (a) to any person with that person's prior express consent, that meets the requirements under CASL and this Section; or (b) to any person with whom the Market Partner has an established “existing business relationship” or “personal relationship”, as defined under CASL and this Section. In no cases may commercial electronic messages be sent to someone who has asked not to receive them.

Not complying with CASL can result in regulatory enforcement actions, which include severe financial penalties- potentially up to $10,000,000 CAD. It is also a breach of your Market Partner Agreement. Market Partners will be held fully responsible for their awareness of and compliance with all laws and regulations applicable to commercial electronic messages, including CASL.

As a Market Partner, you must retain records to demonstrate your compliance with the requirements of these laws and regulations and this Section 3.2.8. This includes keeping records of the consents you have obtained, the messages you have sent, the recipients of those messages, any unsubscribe requests you have received, the implementation of those requests, and the dates of each of these. Market Partners must provide these records evidencing such compliance to MONAT upon its request.

Consent

CASL creates very specific consent requirements. To obtain express consent, you must use a positive opt-in consent request. This means the person you want to send messages to must take a positive action to agree to receive those messages (they cannot be automatically opted in or asked to opt out). For example, express consent may be obtained by providing a consent box the individual may choose to click, or physically check to provide consent. Pre-ticked consent boxes are not allowed.

A request for express consent to send commercial electronic messages must state:

1. a)That the person is agreeing to receive commercial electronic messages relating to MONAT, its products, or the MONAT opportunity;
2. b)That the person is agreeing to receive commercial electronic messages from you, and from MONAT Global Canada ULC;
3. c)Your name;
4. d)That you are asking for consent on behalf of yourself, and MONAT Global Canada ULC;
5. e)Your mailing address;
6. f)Either a telephone number, email, or web address, you use as a Market Partner; and
7. g)A statement consent can be withdrawn.

You may only provide an email address to MONAT if you have obtained express consent in compliance with this Section and with CASL. You must provide proof that you have obtained express consent in accordance with these requirements for any email address you provide to MONAT.

You may only send commercial electronic messages on the basis of your established “existing business relationship” or “personal relationship” with the recipient where you have an “existing business relationship” or “personal relationship” with the message recipient, defined as follows:

1. a)“Existing business relationship” means where the recipient has made an inquiry or application to you regarding a potential purchase of MONAT products or regarding MONAT or the MONAT opportunity in the prior six (6) months, or has made a purchase of MONAT products directly from you as a Market Partner in the prior two (2) years.
2. b)“Personal relationship” means a relationship between you and the message recipient, if you have had direct, voluntary, two-way communications and it would be reasonable to conclude you have a personal relationship with that individual considering any relevant factors such as shared interests, experiences, opinions and the information in your communications, the frequency of communications, the length of time since you have communicated, and whether you have met in person.

As a Market Partner, you must obtain consent in a manner that allows you to prove you have it. You must keep records of all consents, including when and where they were obtained, and the consent language used. You must provide such records and evidence to MONAT on request.

CASL does not prohibit replying to a question when someone emails one to you (or sends you another electronic message such as a text message). However, you cannot then use that contact information for marketing except in accordance with the law, and the requirements of this Section.

Message Content

Any commercial electronic message sent by a Market Partner that promotes MONAT, the MONAT opportunity, or MONAT products must comply with the following:

A request for express consent to send commercial electronic messages must state:

1. a)There must be a functioning return email address to the sender (note for messages that are not email, there must be a means to reply using the same means used to send the message (e.g. an ability to send a reply text)).
2. b)There must be a notice in the message that advises the recipient that they may reply to the message, via the functioning return email address (or other contact information), to request that future solicitations or correspondence not be sent (a functioning “opt-out” notice).
3. c)The message must include the Market Partner’s physical mailing address.
4. d)The message must clearly and conspicuously disclose that the message is an advertisement or solicitation.
5. e)The use of deceptive subject lines and/or false header information or other false or misleading message content is prohibited.
6. f)All opt-out requests, whether received by email or regular mail or other means, must be honored in no more than 10 business days. If a Market Partner receives an opt-out request from a recipient of an email, the Market Partner must forward a copy of the opt-out request to MONAT.

MONAT may periodically send commercial emails on behalf of Market Partners. By entering into the Market Partner Agreement, Market Partner agrees that the Company may send such emails and that the Market Partner’s physical and email addresses will be included in such emails as outlined above. Market Partners shall honor opt-out requests generated because of such emails sent by MONAT.

3.2.9  - PRIVACY

If a Market Partner receives Personal Information from or about another Market Partner, a prospective Market Partner, a customer, or a prospective customer, it is the Market Partner’s responsibility to maintain the security and integrity of that Personal Information. The Market Partner must shred or irreversibly delete the Personal Information of others once the Market Partner no longer needs it for the purposes permitted under these policies and procedures. Personal Information is information that identifies, or permits a person or entity to contact, an individual, or information that may allow an individual to be identified, either on its own, or when combined with other information. It includes the name, address, email address, telephone number, credit card information, social insurance or tax identification number, and other information associated with these details, of another person including customers, potential customers, Market Partners, and prospective Market Partners. As a Market Partner, you agree to treat any Personal Information you receive in the course of your Independent MONAT business in accordance with the MONAT Privacy Policy, which is available at: [https://monatglobal.com/ca/privacy-policy/]. Further, as a Market Partner, you understand and agree that your Personal Information may be processed in accordance with the MONAT Privacy Policy.

Upon cancellation, expiration, or termination of your Market Partner Agreement by either party for any reason, Market Partner agrees to discontinue the use of any Personal Information received from MONAT and to securely destroy or promptly return to MONAT any such Personal Information in their possession, as may requested by MONAT. Without limiting your obligations as set forth in this Section, MONAT may further require a signed nondisclosure agreement before releasing any Personal Information to you, or a certification from you that you have destroyed such information on our request.

Market Partners are required to understand and adhere to the principles of privacy and confidentiality, and to their obligations under the laws applicable to the protection and processing of Personal Information. Market Partners are required to safeguard the privacy of and maintain the confidentiality of Personal Information, including customers’ and other Market Partners ’ financial and account information and any other Personal Information they process in the course of their Independent MONAT business. Market Partners must take appropriate steps to safeguard and protect all Personal Information provided to you by MONAT, other Market Partners , prospects and customers in the operation of their Independent MONAT business in accordance with all applicable data protection laws and regulations and in accordance with the MONAT Privacy Policy.

Market Partners must limit the number of employees or other persons who have access to Personal Information to those needed to assist the Market Partner in the operation of their Independent MONAT business. Any person to whom the Market Partner provides Personal Information must be under an obligation of confidentiality and security at least equivalent to that which applies under this Market Partner Agreement.

Market Partners must not share Personal Information, including without limitation financial information, about current or former customers, Market Partners, or any other individuals, with third parties, except as permitted by this Market Partner Agreement, or as required by laws and regulations, or court orders.

You may not collect information on your replicated MONAT website, including through the use of cookies and other technologies, other than as set out in the MONAT Privacy Policy.

As a Market Partner, you have the responsibility and are personally accountable for treating all Personal Information as confidential and for using, storing, and handling it solely and exclusively for the limited purpose of operating your Independent MONAT business in compliance with all data protection and privacy laws, regulations and standards, this Agreement, and the MONAT Privacy Policy.

Market Partners must be familiar with the data protection and privacy laws that apply and protect the Personal Information of any current or prospective customers or Market Partners or other individuals. Market Partners are prohibited from, directly or indirectly, using, selling, lending, leasing, distributing, licensing, giving, transferring, disclosing, disseminating, reproducing or otherwise communicating any Personal Information to any person or entity for any purpose other than that for which it was provided to them, and to which the individual to whom the information pertains has consented.

Each Market Partner must maintain the confidentiality of all Personal Information and shall exercise proper diligence and implement appropriate security measures to protect it. This includes implementing physical, organizational, and technological security measures, appropriate to the sensitivity of the information, to ensure that it is secured and protected against any threats, including loss, alteration, damage, destruction, or access or taking by unauthorized persons, wherever such Personal Information may be stored, and whether stored physically or electronically. You must ensure that Personal Information you process is processed in Canada only, provided that information provided to MONAT is processed where MONAT is located, in accordance with the MONAT privacy policy. You must ensure that Personal Information is processed, protected, redacted and/or destroyed in a manner that is consistent with the nature of the sensitivity of the information and all applicable laws, regulations, and standards. Any payment, credit card or other sensitive payment information belonging to another Market Partner, customer, or other individual may not be retained longer than needed to process the payment the card owner has agreed to, and then it must be redacted or destroyed.

Each Market Partner must obtain the clear, meaningful and informed consent of each individual whose Personal Information you are processing. This means Market Partners must have the consent of the individual to all collections, uses, and disclosures of their Personal Information that you make in connection with your Independent MONAT business, before you collect, use, or disclose such information. For any Personal Information provided to MONAT, this must include the individual providing their consent to the MONAT privacy policy located at [https://monatglobal.com/ca/privacy-policy/]. If the individual withdraws their consent, you must cease collecting, using, or disclosing their Personal Information. Consent must be obtained in a manner that allows the individual to understand the nature, purpose and consequences of what they are agreeing to, and must use clear, easy to understand, language.

Market Partners must limit their collection, use, disclosure and retention of Personal Information to that needed for the purposes they have disclosed to the individuals who the information is about. Market Partners must be open and transparent regarding their privacy practices. Market Partners may only collect the Personal Information necessary to fulfill the purposes they have disclosed to the individuals and obtained consent for, must ensure those purposes are reasonable, and must maintain the accuracy of any Personal Information they collect.

Market Partners may not require an individual to provide them with more Personal Information, or more consent to process Personal Information, then needed to carry out the purposes the Market Partner has disclosed and obtained consent for. Consent to the collection, use or disclosure of Personal Information cannot be a condition of obtaining goods or service unless the collection, use or disclosure of that information is truly necessary for providing the good or service.

Market Partners must keep Personal Information in confidence in perpetuity, subject to their obligation to only retain information for as long as needed for the purposes for which they obtained consent, and their obligation to return or destroy it when MONAT requests. When no longer needed for such purposes, Personal Information must be securely destroyed.

In the case of any Personal Information a Market Partner obtains from MONAT, the Market Partner may use and disclose it only in manners that MONAT specifically allows. The Market Partner must cease processing it and return it to MONAT or destroy it if MONAT asks, or if your Market Partner Agreement expires or is terminated. Each Market Partner must inform MONAT of any withdrawals of consent the Market Partner receives in respect of any Personal Information provided by or to MONAT. Market Partners must notify MONAT promptly in the event that they receive any request from any individual for access to that person’s Personal Information, or if the Market Partner receives a complaint or inquiry from a regulator regarding it.

Personal Information collection must be handled with integrity and its collection should cover only what you need to facilitate a sale, or an enrollment of a Market Partner.

MONAT and/or its authorized representatives shall have the right upon reasonable notice to inspect and audit each Market Partner’s security standards and procedures for the protection of Personal Information and the level of adherence to and actual implementation of those standards and procedures as required under this Agreement. Upon MONAT’s request, the Market Partner will provide it with all information required to conduct a review of the Market Partner’s security standards and procedures for the protection of Personal Information and the level of adherence to and actual implementation of those standards and procedures as required under this Market Partner Agreement.

These obligations survive the non-renewal, cancellation or termination of the Market Partner’s Agreement. You acknowledge and agree that you are personally accountable for the security and processing of the Personal Information and other confidential information of customers, other Market Partners or other individuals that is provided to you or otherwise accessed or collected by you.

Market Partner must inform MONAT immediately if they become aware of any breach of the requirements of this Section, or of any loss of, theft, unauthorized access to or disclosure of Personal Information or Confidential Information. Market Partner must cooperate, at MONAT’s instruction, in the investigation and remediation of any such incident. Market Partner must cooperate with any requests from MONAT to verify the Market Partner’s compliance with the privacy and confidentiality requirements under this Market Partner Agreement, and the applicable laws.

Your obligation as a Market Partner to not disclose any Personal Information or Confidential Information shall survive cancellation or termination of the Market Partner Agreement, and shall remain effective and binding irrespective of whether your Market Partner Agreement has been terminated, or whether you are or are not otherwise associated with MONAT, and is subject to legal enforcement by injunction and award of costs and fees necessarily incurred.

You acknowledge and agree that any breach of this provision shall cause irreparable damage to MONAT, entitling MONAT to immediate injunctive or similar relief to prevent further breach and agree to indemnify MONAT for damages incurred from any and all unauthorized disclosures or other breaches caused by you. All confidentiality obligations under this section shall survive the termination of the Market Partner Agreement. In the event MONAT prevails in any legal action to enforce its rights under this Section, MONAT shall be entitled to all costs and reasonable attorneys’ fees incurred in enforcing its rights under this Section.

3.3  - BONUS BUYING PROHIBITED

Bonus buying is strictly prohibited. “Bonus buying” includes:

(a) the enrollment of individuals or entities without the knowledge, or execution of an Independent Market Partner Application and Agreement by such individuals or entities;

(b) the fraudulent enrollment of an individual or entity as a Market Partner;

(c) “stacking” which is the specific placement of an individual VIP Customer or Market Partner under a person within one’s downline, other than the person who introduced them to MONAT, in order to qualify yourself or others for rank advancements, incentives, prizes, commissions or bonuses;

(d)the enrollment or attempted enrollment of nonexistent individuals or entities as Market Partners;

(e) purchasing MONAT products on behalf of another Market Partner or under another Market Partner’s I.D. number, to qualify for commissions or bonuses;

(f) purchasing excessive amounts of MONAT products that cannot reasonably be used or resold in a month (unless prior written approval has been granted by MONAT); and

(g) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end consumers.

3.4  - BUSINESS ENTITIES

A corporation, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a MONAT Market Partner by submitting a properly completed Market Partner Application and Agreement, and a properly completed Business Entity Registration Form, or any other document listed as required on the Business Entity Registration Form to commissions@monatglobal.com. If a Market Partner enrolls online, the Entity Documents and Business Entity Registration Form must be submitted to MONAT within 30 days of the online enrollment. (if not received within the 30-day period, the Market Partner Agreement shall automatically terminate.) The Business Entity Registration Form must be signed by all the shareholders, members, partners or trustees. The Business Entity and its shareholders, members, managers, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Parties”) are individually, jointly and severally liable for any indebtedness to MONAT, compliance with the MONAT Policies and Procedures, compliance with the Market Partner Agreement, and all other obligations to MONAT hereunder.

To prevent the circumvention of Section 3.28 (which prohibits the sale, transfer, or assignment of a MONAT business without MONAT’s written authorization), additional partners, shareholders, members or other Affiliated Parties may be added to a Business Entity only upon the written approval of the Company. If a partner, shareholder, member or other Affiliated Party is added without the Company’s approval, the Market Partner Agreement may be canceled at the Company’s discretion. There is a $50.00 fee for each change requested, which must be included with the written request and completed Market Partner Application and Agreement. MONAT may, at its discretion, require notarized documents before implementing any changes to a MONAT business. Please allow thirty (30) days after the receipts of the request by MONAT for processing. Note that the changes permitted within the scope of this section do not include a change of sponsorship. Changes of sponsorship are addressed at Section 3.5 below.

3.4.1  - CHANGES TO A BUSINESS ENTITY

Market Partners may change their status under the same Sponsor from an individual to a Business Entity or from one type of Business Entity to another. There is a $50.00 fee for each change requested, which must be included with the Business Entity Registration form and any specific documents listed as required on the Business Entity Registration form. Such change requests must be submitted prior to December 1 to become effective on January 1 of the following year. In addition, Market Partners operating their MONAT businesses utilizing a Business Entity must notify MONAT of the addition or removal of any officers, directors, shareholders, managers, members or other Affiliated Parties of the Business Entity.

3.5  - CHANGE OF SPONSOR

To protect the integrity of all Market Partner organizations and safeguard the hard work of all Market Partners, MONAT strongly discourages changes in sponsorship. Maintaining the integrity of sponsorship is critical to the success of every Market Partner and to MONAT. Therefore, the transfer of a MONAT Market Partner from one sponsor to another is not permitted except when a mistake is made in choosing the correct Sponsor while completing the MONAT online enrollment.

Errors must be reported during the initial thirty (30) day period immediately following the date that a Market Partner or VIP Customer first joins MONAT. Sponsor corrections are not permitted after such initial thirty (30) day period. To request a Sponsor correction, a Market Partner or VIP Customer must contact Customer Service to initiate the request process. All Sponsor correction requests are subject to approval not only by the Company, but also by the current Sponsor and new Sponsor.

*In certain extreme circumstances, MONAT may use its discretion via internal review board to assign a Sponsor that may be in the best interest of the MONAT business, or the business of the Market Partners involved.

3.5.1  - CANCELLATION AND RE-APPLICATION

Market Partners may legitimately change organizations by voluntarily cancelling their MONAT business by contacting MONAT Customer Service and remaining inactive (i.e., no purchases of MONAT products for resale, no sales of MONAT products, no sponsoring, no attendance at any MONAT functions, and no participation in any other form of Market Partner activity, or operation of any other MONAT business) for six (6) full months. Spouses and other members of the Market Partner’s household may not enroll during this six-month period. Following the six-month period of inactivity, the former Market Partner may reapply under the previous or new Sponsor, however, the former Market Partner’s Downline will remain in the original line of sponsorship.

3.5.2  - NON-CIRCUMVENTION; WAIVER OF CLAIMS

In the event a Market Partner circumvents the above policies regarding change of Sponsor and changes to a Business Entity or a member of the Market Partner’s household enrolls prior to the six-month waiting period and another downline organization has been developed in the second business developed by a Market Partner, MONAT reserves the sole and exclusive right to determine the final disposition of the downline organization. Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult.

Therefore, MARKET PARTNERS WAIVE ANY AND ALL CLAIMS AGAINST MONAT, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM MONAT’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.

3.6  - UNAUTHORISED CLAIMS AND ACTIONS

3.6.1  - INDEMNIFICATION

Market Partners are fully responsible for all of their verbal and written statements made regarding MONAT products and the Compensation Plan that are not expressly contained in official MONAT materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through social media, in print, or any other means of communication. Market Partners agree to indemnify MONAT and its directors, officers, employees, and agents and hold them harmless from any and all liability including judgments, civil penalties, refunds, legal fees, court costs, or lost business incurred by MONAT as a result of the Market Partner’s unauthorized representations or actions. This provision shall survive the termination of the Market Partner Agreement.

3.6.2  - PRODUCT CLAIMS

No claims as to therapeutic, curative or beneficial properties of any products offered by MONAT may be made except those contained in official MONAT literature for Canada.

3.6.2.  A - PRODUCT COMPARISONS

No claims as to therapeutic, curative or beneficial properties of any products offered by MONAT may be made except those contained in official MONAT literature for Canada. In particular, Market Partners may not make claims, that that MONAT products are useful in the cure, treatment, diagnosis, mitigation, or prevention of any diseases or medical conditions. Additionally, Market Partners may not re-share content (such as social media posts, before & afters, testimonials or product reviews) which make such claims.

3.6.3  - INCOME CLAIMS

In their enthusiasm to enroll prospective Market Partners, some Market Partners are occasionally tempted to income claims or earnings representations to demonstrate the inherent power of direct selling. This is counterproductive because new Market Partners may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. At MONAT, we firmly believe that the MONAT income potential is great enough to be highly attractive, without reporting the earnings of others. Moreover, section 55 of the federal Competition Act regulates representations relating to compensation or lifestyle, including testimonials. While Market Partners may believe it beneficial to provide copies of their payment records, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact MONAT as well as the Market Partner making the claim unless accompanied by fair, reasonable, and timely disclosure of the MONAT Statement of Typical Participant Earnings. Because MONAT Market Partners do not have the data necessary to comply with the legal requirements for making income claims, a Market Partner, when presenting or discussing the MONAT opportunity or Compensation Plan to a prospective Market Partner, may not make income projections, income claims, or disclose his or her MONAT income (including the showing of their MONAT Payment Card records, Back office records, bank statements, or tax records). MONAT Market Partners are required to disclose the Statement of Typical Participant Earnings as updated from time to time and which can be found at https://monatglobal.com/ca/income-disclosure-statement/ Any writings, including social media posts and profiles, email signature blocks, or written personal stories that include any income or lifestyle claim must include the income disclosure statement and a direct link to the IDS within close proximity of the claim.

3.6.4  - COMPENSATION PLAN CLAIMS

When presenting or discussing the MONAT Compensation Plan, Market Partners must make it clear to prospective Market Partners that financial success with MONAT requires commitment, effort, and sales skill. Conversely, Market Partners must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include:

• It’s a turnkey system;
• The system will do the work for you;
• Just get in and your downline will build through spillover;
• Just join and I will build your downline for you;
• The company does all the work for you;
• You don’t have to sell anything; or
• All you have to do is buy your products every month.

The above are just examples of improper representations about the Compensation Plan. It is important that Market Partners do not make these or any other representations that could lead a prospective Market Partner to believe that an individual can be successful as a MONAT Market Partner without commitment, effort, and sales skill.

3.7  - REPACKAGING AND RE-LABELING PROHIBITED

MONAT products may only be sold in their original packaging. Market Partners may not repackage, re- label, or alter the labels on MONAT products. Tampering with labels/packaging could be a violation of federal, provincial and territorial laws and may result in civil or criminal liability. Market Partners may affix a personalized sticker with the Market Partner’s personal/contact information to each product or product container, if this is done without removing existing labels or covering any text, graphics, or other material on the product label.

3.8  - COMMERCIAL OUTLETS

Market Partners may sell MONAT products from a commercial outlet and may display or sell MONAT products or literature in a retail or service establishment but only as outlined below.

Market Partners may sell MONAT products from service establishments that are open to the public on an appointment basis and the MONAT products (or literature) are not displayed in locations that are accessible to the general public. (i.e., The individual stall or reception area is acceptable but in the window or reception area of a salon is not acceptable).

3.9  - TRADE SHOWS, EXPOSITIONS AND OTHER SALES FORUMS

Market Partners may display and/or sell MONAT products at trade shows and professional expositions. Before submitting a deposit to the event promoter, Market Partners must contact the MONAT Home Office and obtain permission in writing for conditional approval, as MONAT’s policy is to authorize only one MONAT business per event. Final approval will be granted to the first Market Partner who submits an official advertisement of the event, a copy of the contract signed by both the Market Partner and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any request to participate in future events must again be submitted to the Brand Guideline Department. MONAT further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products or the MONAT opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image MONAT wishes to portray.

3.10  - PARTICIPATION IN OTHER DIRECT SELLING PROGRAMS, AFFILIATE PROGRAMS & COMPETITIVE PRODUCTS

[A] PARTICIPATION IN OTHER DIRECT SELLING PROGRAMS

Participation In Other Direct Selling Programs: Market Partner Holding Rank Below Market Mentor:
MONAT Market Partners are free to participate as affiliates or distributors in other direct selling ventures or marketing opportunities, multilevel marketing, network marketing, or relationship marketing opportunities, as long as they keep their organizations and downlines separate.

If a Market Partner or member of their immediate household, is engaged in multilevel marketing, network marketing, relationship marketing or direct sales opportunity or any business that sells competing products, it is the responsibility of the Market Partner to ensure that the MONAT business is operated entirely separate and apart from any other program in which the Market Partner participates. To this end, Market Partners shall:

1. a)Not target, or share non-MONAT opportunities or products with, MONAT Market Partners, employees or Customers via any social media platforms used to promote MONAT products.
2. b)Not display MONAT promotional materials, sales aids, or products with or in the same location as any non-MONAT promotional materials, sales aids, products, o services.
3. c)Not offer the MONAT opportunity or products to prospective or existing Customers or Market Partners in conjunction with any non-MONAT program, opportunity, product, or service.
4. d)Not offer any non-MONAT opportunity, products, services, training, or opportunity at any MONAT- related meeting, seminar, convention, webinar, teleconference, or other function.
5. e)Not transfer their business or use other names or ID numbers (including that of a spouse, relative, household member, business, or others legal entity such as a corporation or trust), to evade or circumvent the above policies.
6. f)Not display or bundle MONAT products or services in sales literature, on a website, social media or in sales meetings, with any other products or services.

Participation In Other Direct Selling Programs: Market Partner Holding Rank of Market Mentor and Above:
Market Partners who achieve, Market Mentor, Managing Market Mentor, Associate Executive Director, Executive Director, Senior Executive Director and Founders are looked to by the sales field for guidance and MONAT holds them to the highest standards. Reaching the rank of Market Mentor and above is very distinguished and provides the Market Partners access to additional MONAT confidential and trade secret information, support, and compensation. Therefore, all such individuals are prohibited from participating as affiliates or distributors in any other direct selling ventures or marketing opportunities, multilevel marketing, network marketing, or relationship marketing opportunities.

General:
During the period that a MONAT Market Partner operates an independent MONAT business and continues to receive commission or bonus payments from MONAT in connection with that independent MONAT business (the “Term of the Agreement”) Market Partners may not directly or indirectly, recruit any other MONAT Market Partner, employee or Customer for any other direct selling business.

[B] PARTICIPATION IN AFFILIATE PROGRAMS
Market Partners at all ranks may participate in affiliate programs with companies outside of the direct sales channel. Such affiliate programs must not reward participants for building a team or downline (otherwise, the company would be considered direct sales and would be bound to the terms in the above Section “A”). Commissions may only be earned by marketing the products of the affiliate company.

Market Partners may not post links or advertise competing affiliate products on any social media page utilized to promote MONAT.

[C] COMPETITIVE PRODUCTS
Market Partners may not promote any competitive products on the same social media page utilized to promote their MONAT business.

A violation of any of the provisions in this Section 3.10, as well as Section 3.10.1, shall constitute unreasonable and unwarranted contractual interference between MONAT and its Market Partners and would cause irreparable harm on MONAT. In such event, MONAT may, at its sole discretion, impose any sanction it deems necessary or appropriate against such Market Partner or such Market Partner’s independent distributorship, or seek immediate injunctive relief without the necessity of posting a bond. Such sanction may include, without limitation, suspension of commissions and bonuses, fines, restriction from MONAT events and recognition or termination of a Market Partner’s MONAT independent distributorship.

3.10.1  - NON-SOLICITATION

MONAT Market Partners may not directly or indirectly, recruit any other MONAT Market Partner or Customer for any other direct selling, multi-level marketing, network marketing or relationship marketing business. The term “recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or any effort to influence in any other way, either directly or indirectly (i.e., through a third party), another MONAT Market Partner, employee, or Customer to enroll or participate in another multilevel marketing, network marketing, relationship marketing or direct sales opportunity. This includes

1. a.)Posting or messaging information about another multilevel marketing, network marketing, relationship marketing or direct sales opportunity or products on any social media site utilized by a Market Partner to promote their MONAT business* and “business” is inclusive of information shared about the products, services, or income opportunity of MONAT,
2. b.)tagging any MONAT Market Partner, employee, or customer in a post on any social media site that provides information or offers to provide information about another multilevel marketing, network marketing, relationship marketing or direct sales opportunity,
3. c.)Ncommunicating information or offering to provide information about another multilevel marketing, network marketing, relationship marketing or direct sales opportunity.

*In reference to a.) above, deleting past MONAT content from a social media page in order to circumvent this policy is not permitted.

A Market Partner shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Market Partners relating to the Market Partner’s other direct selling, network..

Violation of Section 3.10.1 may result in the immediate termination of the violating Market Partner’s Agreement

In consideration of the benefits that MONAT provides to all Market Partners, including without limitation, websites, marketing assistance and training, commission payments and other incentives, and for the added benefits provided to higher ranking Market Partners, for a period of (i) six (6) months for all Market Partners below the rank of Market Mentor; and (ii) twelve (12) months for all Market Partners ranked Market Mentor and above, following the Term of the Agreement, Market Partners may not recruit, directly or indirectly, any MONAT Market Partners, employees or Customers for any other multilevel marketing, network marketing, relationship marketing or direct sales opportunity.

Market Partners and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across Canada and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Market Partners and MONAT agree that the non-solicitation provision set forth in this Section 3.10.1 shall apply nationwide and to all international markets in which MONAT Market Partners are located

3.10.2  - MARKET PARTNER ACTIVITY (GENEALOGY) REPORTS—CONFIDENTIAL INFORMATION

“Confidential Information” includes, but is not limited to, Market Partner Activity Reports, the identities of MONAT VIP Customers and Market Partners, contact information of MONAT VIP Customer and Market Partners, Market Partners’ sales volume information. Confidential Information is or may be available for Market Partner access and viewing at the Back Office of each Market Partner’s replicated MONAT website. Market Partner access to such Confidential Information is password protected. All Market Partner Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to MONAT. Market Partner Activity Reports are provided to Market Partners in strictest confidence and are made available to Market Partners for the sole purpose of assisting Market Partners in working with their respective Downlines in the development of their MONAT businesses. Market Partners may not use any Confidential Information for any purpose other than for developing their independent MONAT businesses, in accordance with the Market Partner Agreement. Where a Market Partner participates in other direct selling or multilevel marketing ventures, the Market Partner is not eligible to have access to certain Confidential Information, including, but not limited to, Downline Genealogy Reports. Market Partners should use the Confidential Information to assist, motivate, and train their downline Market Partners, and for no other purpose. In so doing, Market Partners may not disclose the Confidential Information to any third party, including, without limitation, downline Market Partners. The Market Partner and MONAT agree that, but for this agreement of confidentiality and nondisclosure, MONAT would not provide Confidential Information (including Market Partner Activity Reports) to the Market Partner.

To protect the Confidential Information, Market Partners shall not, on their own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

• Directly or indirectly use or disclose any Confidential Information to any third party;
• Directly or indirectly disclose, to any individual, partnership, association, corporation, or other entity, the password or other access code to their Back Office;
• Use any Confidential Information to compete with MONAT or for any purpose other than promoting or supporting their MONAT business; or
• Recruit or solicit any MONAT Market Partner or VIP Customer listed on any Market Partner Activity Report or any other report in the Market Partner’s Back Office, or in any manner attempt to influence or induce any such Market Partner or VIP Customer to alter their business relationship with MONAT.

The obligation of a Market Partner to not disclose any Confidential Information shall survive cancellation or termination of the Agreement and shall remain effective and binding irrespective of whether a Market Partner’s Agreement has been terminated, or whether the Market Partner is or is not otherwise affiliated with the Company.

Upon demand by the company, any current or former Market Partner will return the original and all copies of Market Partner Activity Reports to the Company.

3.11  - TARGETING OTHER DIRECT SELLERS

MONAT does not condone Market Partners specifically or consciously targeting the sales force of another direct sales company to sell MONAT products or to become Market Partners for MONAT nor does MONAT condone Market Partners solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Market Partners engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against a Market Partner alleging engagement in inappropriate recruiting activity of its sales force or customers, MONAT will not pay any of the Market Partner’s defense costs or legal fees, nor will MONAT indemnify the Market Partner for any judgment, award, or settlement.

3.12  - CROSS-SPONSORING

Actual or attempted cross-sponsoring is strictly prohibited. “Cross-sponsoring” or “Poaching” is defined as the enrolment of an individual or entity that already has a current Market Partner Agreement on file with MONAT or who has had such an agreement within the preceding six calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAS, assumed names, corporations, partnerships, trusts, federal ID numbers, fictitious ID numbers or any strawman or other artifice to circumvent this policy is prohibited. Market Partners shall not demean, discredit or defame other MONAT Market Partners in an attempt to entice another Market Partner to become part the first Market Partner’s Downline.

If Cross-Sponsoring is discovered, it must be brought to the Company’s attention immediately. MONAT may take disciplinary action against the Market Partner that changed organizations and/ or those Market Partners who encouraged or participated in the Cross-Sponsoring. MONAT may also move all or part of the offending Market Partner’s Downline to the original Downline if the Company deems it equitable and feasible to do so. However, MONAT is under no obligation to move the Cross-Sponsored Market Partner’s Downline, and the ultimate disposition of the organization remains within the sole discretion of MONAT. Market Partners waive all claims and causes of action against MONAT arising from or relating to the disposition of the Cross-Sponsored Market Partner’s Downline.

3.13  - ERRORS OR QUESTIONS

If a Market Partner has questions about or believes any errors have been made regarding commissions, bonuses, Market Partner Activity Reports, or charges, the Market Partner must notify MONAT Customer Service within 30 days of the date of the purported error or incident in question. MONAT will not be responsible for any errors, omissions or problems not reported to the Company within 30 days.

3.14  - ENTAL APPROVAL, CERTIFICATION, OR ENDORSEMENT

Neither federal, provincial or territorial regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Market Partners shall not represent or imply that MONAT or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.

Market Partners must not state or imply that MONAT’s products or ingredients are certified or licensed by a regulatory or government entity unless MONAT specifically states this in MONAT official marketing materials for Canada. In such a situation, Market Partners may only use the exact language in the most current official MONAT marketing materials.

3.15  - HOLDING APPLICATIONS OR ORDERS

Market Partners must not manipulate enrollments of new applicants and purchases of products. All Market Partner Applications and Agreements must be sent to MONAT within 72 hours from the time they are signed by an Applicant. Likewise, all product orders must be submitted to MONAT within 72 hours from the time that they are placed by Customers.

3.16  - IDENTIFICATION

All Market Partners are required to provide their legal name to MONAT on the Market Partner Application and Agreement. Upon enrollment, the Company will provide a unique Market Partner Identification Number to the Market Partner. This number will be used for identification, to place orders, and track commissions and bonuses.

3.17   - INCOME TAXES AND GST

Market Partners shall be solely responsible for the payment and or withholding of all relevant federal, provincial or territorial and/or municipal income taxes, self-employment taxes and any and all other taxes required in respect of their business, or their purchases, under federal and provincial or territorial, or other applicable taxing laws. Market Partners acknowledge that as independent contractors, they will not be treated as employees for any purpose, including but not limited to, for federal and provincial income tax purposes with regards to source withholding requirements, provincial employment standards rules, provincial workers’ compensation deductions, EI and CPP deductions, and that MONAT is not responsible for any withholdings of any kind and shall not withhold or deduct from a Market Partner’s bonuses and commissions (if any) taxes of any kind. Rather, all Market Partners shall be solely responsible for paying municipal, provincial and federal taxes due from all compensation earned as a MONAT Market Partner, and for all other federal or provincial tax compliance obligations imposed on their business.

MONAT shall issue such information returns (for example, a T4) as required to Market Partners and the relevant tax authority (such as CRA). Market Partners shall provide all such information required by MONAT to comply with its requirement to issue information returns as outlined above. Any fines or penalties incurred by MONAT due to any incorrect information (or from any other action or inaction by a Market Partner) shall be the Market Partner’s responsibility and the Market Partner agrees to reimburse MONAT for these costs, which the Market Partner agrees may be withheld from the Market Partner’s commission payments by MONAT at MONAT’s sole discretion.

MONAT also reserves the right to withhold any amounts required by law. MONAT cannot provide Market Partners with any personal tax advice. As independent contractors responsible for the legal compliance of their own business, Market Partners should consult with their own tax accountant, tax attorney, or other tax professional.

Each Market Partner accepts sole responsibility and agrees to pay all federal, provincial, territorial and municipal taxes on the value of trips, prizes or awards (or any other compensation) provided by MONAT, as required by Canadian law.

3.18  - INDEPENDENT CONTRACTOR STATUS

Market Partners are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between MONAT and its Market Partners does not create an employer/ employee relationship, agency, partnership, or joint venture between the Company and the Market Partner. A Market Partners shall not be treated as an employee any purpose, including but not limited to for federal, provincial or territorial and/or municipal income taxes or any other tax purpose. All Market Partners are responsible for paying all taxes due, including but not limited to all federal, provincial or territorial and/or municipal income taxes due from all compensation earned as a Market Partner of the Company. The Market Partner has no authority (expressed or implied), to bind the Company to any obligation. Market Partners shall establish their own goals, hours, and methods of sale, so long as they complied with the terms of the Market Partner Agreement, these Policies and Procedures, and applicable laws.

3.19  - INSURANCE

Market Partners may wish to arrange insurance coverage for their business. Homeowner’s insurance policies typically do not cover business-related injuries or the theft of or damage to inventory or business equipment. Market Partners are advised to contact their insurance agents to make certain that their business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to the Market Partner’s homeowner’s policy.

3.20  - INTERNATIONAL MARKETING

Because of the critical legal and tax considerations, MONAT must limit the resale of MONAT products and the presentation of the MONAT business to prospective VIP Customers and Market Partners located within Canada and those other countries that the Company has announced are officially opened by business. Moreover, allowing a few Market Partners to conduct business in markets not yet opened by MONAT would violate the concept of affording every Market Partner the equal opportunity to expand internationally.

Accordingly, Market Partners are authorized to sell MONAT products, and enroll VIP Customers and Market Partners only in the countries in which MONAT is authorized to conduct business, as announced in official Company literature. MONAT products or sales aids cannot be shipped into or sold in any unauthorized country. Market Partners may sell, give, transfer, or distribute MONAT products or sales aids only in their home country. In addition, no Market Partner may, in any unauthorized country; (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Market Partners; or (c) conduct any other activity for the purpose of selling MONAT products, establishing a Downline, or promoting the MONAT opportunity.

3.21  - INVENTORY LOADING

Market Partners must never purchase more products than they can reasonably use or sell to Customers in a month, and must not influence or attempt to influence any other Market Partner to buy more products than they can reasonably use or sell to Customers in a month.

Market Partners certify with each new product order that they have sold or consumed a minimum of 70% of all products purchased in prior orders. MONAT reserves the right to verify resale of product inventory and inspect documentation of Customer sales. MONAT Market Partners are not required to carry an inventory of products or sales aids.

3.22  - ADHERENCE TO LAWS AND ORDINANCES

Market Partners shall comply with all federal, provincial, territorial and municipal laws and regulations in the conduct of their businesses. Many cities and provinces have laws regulating certain home-based businesses. In most cases these by-laws are not applicable to Market Partners because of the nature of their business. However, Market Partners must obey those laws that do apply to them. If a city or provincial official tells a Market Partner that a by-law applies to them, the Market Partner shall be polite and cooperative, and immediately send a copy of the by-law to the Compliance Department.

3.23  - MINORS

A person who is recognized as a minor in his/her province or territory of residence may not be a MONAT Market Partner. Market Partners shall not enroll or recruit minors into the MONAT program as a VIP Customer or Market Partner.

3.24  - ONE MONAT BUSINESS PER MARKET PARTNER AND PER HOUSEHOLD

A Market Partner may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one MONAT business. No individual may have, operate or receive compensation from more than one MONAT business. Individuals of the same Household may not enter into or have an interest in more than one MONAT Business. A “Household” is defined as all individuals who are living at or doing business at the same address, and who are related by blood, marriage, domestic partnership, or adoption, or who are living together as a family unit or in a family-like setting.

In order to maintain the integrity of the MONAT Compensation Plan, husbands and wives, domestic partnerships, or common-law couples (collectively referred to herein as “spouses”) who wish to become MONAT Market Partners must be jointly sponsored as one MONAT business. Spouses, regardless of whether one or both are signatories to the Market Partner Application and Agreement, may not own or operate any other MONAT business, either individually or jointly, nor may they participate directly or indirectly (as a shareholder, partner, trustee, trust beneficiary, or have any other legal or equitable ownership) in the ownership or management of another MONAT business in any form.

An exception to the one business per Market Partner/Household rule will be considered on a case-by-case basis if two Market Partners get married or move in together, or in cases of a Market Partner receiving an interest in another business through inheritance. Requests for exceptions to policy must be submitted in writing to the Compliance Department. Additionally, children over the age of eighteen (18) residing with their parents who meet all the eligibility requirements may have their own Market Partner Agreement.

3.25  - ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATED INDIVIDUALS

If any member of a Market Partner’s immediate household engages in any activity which, if performed by the Market Partner, would violate any provision of the Agreement, such activity will be deemed a violation by the Market Partner and MONAT may take disciplinary action pursuant to these Policies and Procedures against the Market Partner. Similarly, if any individual associated in any way with a Business Entity (collectively “affiliated individual”) violates the Agreement, such action (s) will be deemed a violation by the entity, and MONAT may take disciplinary action against the Business Entity.

3.26  - REQUEST FOR RECORDS

Records are available online at no additional charge in the Market Partner’s back-office account. Any request from a Market Partner for copies of invoices, Market Partner Activity Reports, or other records may be requested via MONAT Customer Service.

3.27  - ROLL-UP OF MARKETING ORGANISATION

When a vacancy occurs in a Downline due to the termination of a MONAT Market Partner’s Agreement, each Market Partner in the first level immediately below the terminated Market Partner on the date of the cancellation will be moved to the first level (“front line”) of the terminated Market Partner’s sponsor. For example, if A sponsors B, and B sponsors C1, C2, and C3, if B terminates her business, C1, C2, and C3 will “roll-up” to A and become part of A’s first level.

* In certain circumstances, MONAT may use its discretion to assign a Sponsor who is different than the Sponsor that would be assigned through a front-line roll-up.

3.28  - SALE, TRANSFER OR ASSIGNMENT OF A MONAT BUSINESS

Although a MONAT business is a privately owned and independently operated business, the sale, transfer or assignment of a MONAT business, and the sale, transfer, or assignment of an interest in a business entity that owns or operates a MONAT business, is subject to certain limitations. If a Market Partner wishes to sell their MONAT business, or interest in a business entity that owns or operates a MONAT business, the following criteria must be met:

1. a)The selling Market Partner must offer MONAT, in writing, the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. MONAT shall have fifteen (15) days from the date of receipt of the written offer to exercise its right of first refusal.
2. b)b) The buyer or transferee must become a qualified MONAT Market Partner. The buyer or transferee must accept the MONAT Market Partner Agreement and the MONAT Policies and Procedures. If the buyer is an active MONAT Market Partner they must be in good standing and must first terminate their existing Market Partner account.
3. c)Before the sale, transfer or assignment can be finalized and approved by MONAT, any debt obligations the selling party has with MONAT must be satisfied
4. d)The buyer or transferee must pay a $150 MONAT account transfer fee.
5. e)If the seller has a MONAT account with a “Founder” title, the Founder title and any bonuses or Founder pool payments connected with the Founder title will not be transferred to the buyer or transferee.
6. f)The seller must wait six (6) months before re-enrolling under a different Sponsor.

Prior to selling an independent MONAT business or Business Entity interest, the selling Market Partner must notify MONAT’s Compliance Department in writing and advise of their intent to sell their MONAT business or business entity interest. The selling Market Partner must also receive written approval from the Compliance Department before proceeding with the sale. MONAT reserves the right to deny the requested assignment of this Agreement at its sole discretion.

3.29  - SEPARATION OF A MONAT BUSINESS

MONAT Market Partners may sometimes operate their MONAT businesses as husband-wife partnerships, regular partnerships, corporations, trusts, or other Business Entities. When a marriage ends in divorce or a corporation, partnership, trust, or other Business Entity dissolves, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:

1. a)One of the parties may, with consent of the other(s), operate the MONAT business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize MONAT to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
2. b)The parties may continue to operate the MONAT business jointly on a “business-as- usual” basis, in which case all compensation paid by MONAT will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above.

Under no circumstances will the Downline of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will MONAT split commission and bonus payments between divorcing spouses or members of dissolving entities. MONAT will recognize only one Downline and will issue only one commission payment per MONAT business per commission cycle. Commission payments shall always be issued to the same individual or entity. If parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business in a timely fashion as determined by the Company, the Market Partner Agreement shall be involuntarily cancelled.

If a former spouse has completely relinquished all rights in the original MONAT business pursuant to a divorce, they are thereafter free to enroll under any sponsor of their choosing without waiting six calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as a Market Partner. In either case, however, the former spouse or business affiliate shall have no rights to any Market Partners in their former organization or to any former Retail or VIP Customer. They must develop the new business in the same manner as would any other new Market Partner.

3.30  - SPONSORING

All active Market Partners in good standing have the right to sponsor and enroll others into MONAT. Each prospective Market Partner has the ultimate right to choose their own Sponsor. New Market Partners and VIP Customers should be sponsored by the first person who introduced the MONAT Opportunity. Manipulation of enrollments is expressly prohibited as noted in Section 3.3. If two Market Partners claim to be the Sponsor of the same new Market Partner, the Company shall regard the first application received by the Company as controlling.

When sponsoring a new Market Partner or VIP Customer through the online enrollment process, the Sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online application and agreement, MONAT’s Policies and Procedures, and the MONAT Compensation Plan. The Sponsor may not fill out the online application and agreement on behalf of the applicant and agree to these materials on behalf of the applicant.

3.31  - SUCCESSION

Upon the death of a Market Partner, the business may be passed to their beneficiaries or their heirs. Whenever a MONAT business is transferred by a will or other testamentary process, or by the laws of intestate succession, the beneficiary or heir acquires the right to collect all bonuses and commissions of the deceased Market Partner’s Downline provided the following qualifications are met. Appropriate legal documentation must be submitted to the Compliance Department to ensure the transfer is proper, such as:

1. I.A certified copy of the death certificate
2. II.A notarized copy of the will or other appropriate legal documentation establishing the beneficiary or heir’s right to administer the business
3. III.A copy of the beneficiary or heir’s valid, government issued ID

Accordingly, a Market Partner should consult a lawyer to assist in the preparation of a will or other testamentary instrument. If the successor should decide to take over the deceased’s MONAT business, the successor(s) will also be required to:

1. I.Complete and execute a Market Partner Agreement;
2. II.Comply with terms and provisions of the Agreement; and
3. III.Meet all of the qualifications for the deceased Market Partner's status.

TIf the business is bequeathed to joint devisees, they must form a Business Entity and acquire a federal taxpayer identification number. MONAT will issue all bonus and commission payments and one T4A form to the business entity. The devisees must provide MONAT with an “address of record” for proper completion.

3.32  - TRANSFER UPON DEATH OF A MARKET PARTNER

To effectuate a testamentary or intestate transfer of a MONAT business, the Personal Representative or Executor or Administrator of the estate of the deceased Market Partner must provide all necessary documentation to establish a successor’s or successors’ right(s) to the subject MONAT business. The successor or successors must complete and execute a Market Partner Agreement and meet the other requirements set forth in Section 3.31.

3.33  - TRANSFER UPON INCAPACITATION OF A MARKET PARTNER

To effectuate a transfer of a MONAT business because of incapacity, the Trustee, Attorney or Guardian of the incapacitated Market Partner must provide all necessary documentation to establish the right of the subject Trust and Trustee, Attorney or Guardian to the subject MONAT business. The Trustee, Attorney or Guardian must complete and execute a Market Partner Agreement and meet the other requirements set forth in Section 3.31.

3.34  - TELEMARKETING AND FAX BASED MARKETING TECHNIQUES

Canadian law restricts telemarketing practices and includes strict “Do Not Call” List provisions. Although MONAT does not consider Market Partners to be “telemarketers” in the traditional sense of the word, government regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling or faxing someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $15,000 per violation for corporations and $1,500 per violation for individuals).

Therefore, Market Partners must not engage in telemarketing in the operation of their MONAT businesses. The term “telemarketing” means the making of unsolicited telephone calls or faxes to an individual or entity to induce the purchase of a MONAT product, or to recruit them for the MONAT opportunity or to otherwise promote MONAT. “Cold calls” made to prospective Customers or Market Partners that promote either MONAT, MONAT’s products or the MONAT opportunity constitute telemarketing and are prohibited.

However, a telephone call(s)/fax(es) placed to a prospective Customer or Market Partner (a “prospect”) with whom the Market Partner has an “existing business relationship” is permissible provided that the Market Partner complies with all applicable rules and laws relating to same, including (1) Canadian federal and provincial privacy laws and all other legal requirements; (2) registration with the National Do Not Call List program and requirements under the Telecommunications Act Unsolicited Telecommunications Rules, (3) compliance with this section 3.34; and (4) disclosing the following information at the beginning of any call or fax: the name of the Market Partner making the call/sending the fax, the purpose of the call or fax, a toll-free telephone number for questions or comments about the call or fax, the nature of the product or business interest being promoted, the identity of the person or organization on whose behalf the call is made, if any, the price of any product being promoted and any material restrictions, terms or conditions applicable to its delivery.

Further, if Market Partners make unsolicited telephone calls or fax messages, they must:

1. 1. Maintain a “do not call/fax list”. The Market Partner must add a contact’s name and phone/fax number to this list on request, and not call or fax that number thereafter. The name and number must remain on the list for 3 years and 14 days following a do not call request.
2. 2.A do not call/fax request must be processed at the time of the telemarketing call/communication on which the request is made, and the name and number of the individual/entity making the request must be added to this internal do not call list within 14 days of the do not call request.
3. 3.On request of the call fax recipient, the Market Partner must disclose a local (to the call recipient) or toll-free telephone number that allows the person receiving the call to ask questions, make comments about the telemarketing telecommunication, or make or verify a do not call/fax request.
4. 4.On request, the Market Partner must also provide the name and address (electronic or post) of an employee or representative of the Market Partner to whom the person receiving the call/fax may ask questions, make comments about the telemarketing telecommunication, or make or verify a do not call/fax request, in writing, in respect of the Market Partner.
5. 5.Fax messages must have on their first page, in font size 12 or larger: the name of the Market Partner, the originating date and time of the fax, voice and a fax telecommunications number that allows access to an employee or other representative of the Market Partner, for the purpose of asking questions, making comments about the telemarketing telecommunication, or making or verifying a do not call request and, the name and electronic mail address or postal mailing address of an employee or other representative of the Market Partner to whom the recipient can write for the purpose of asking questions, making comments about the fax, or making or verifying a do not call request.
6. 6.The telecommunications numbers in 3, 4, and 5 shall be local (to the recipient) or toll free. If a call to the disclosed number goes to voicemail, the voicemail account must always be capable of taking messages, and the voicemail message must indicate the call will be returned within three business days (which must be done in practice). Alternately it may be answered by a live agent (e.g. the Market Partner).
7. 7.Telemarketing calls may only be placed between 9:00 a.m. to 9:30 p.m. weekdays, or 10:00 a.m. to 6:00 p.m. on weekends, considering the local time of the person receiving the call. If any other legal requirement imposes a shorter call window, that must be complied with.
8. 8.Telemarketing calls must display their originating number, or an alternate number where the Marketing Partner can be reached (e.g. the originating number cannot be hidden or private).
9. 9.Sequential dialing is prohibited.
10. 10.Telemarketing calls of faxes to emergency lines, and healthcare facility lines, are prohibited.
11. 11.The Market Partner must maintain records of their registration to the National Do Not Call List operator , as well as their monthly call abandonment rate, for a period of three years from the date of the record. These records must be provided to the regulator, the Canadian Radio-television and Telecommunications Commission within 30 days of its request.

For purposes of this section, an Existing Business Relationship shall arise from voluntary two-way communication between the Market Partner and the person whom they are calling/faxing and only in the following instances: (1) a product or service has been purchased by the person from the Market Partner within the previous 18 months, (2) an inquiry or application has been made by the person to the Market Partner within the previous 6 months in respect of a product or service offered by the Market Partner, or (3) there is a written contract currently in effect between the person and the Market Partner or such a contract has expired within the previous 18 months. Market Partners who breach this section may have their Market Partner Agreement with MONAT terminated, without notice.

In addition, Market Partners shall not use automatic telephone dialing systems or software relative to the operation of their MONAT businesses. For certainty, this includes a prohibition that the Market Partners shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding or relating to MONAT, the MONAT products or opportunity.

As a Market Partner, you must retain records to demonstrate your compliance with the requirements of these laws and regulations and this Section 3.34. This includes keeping records of the consents you have obtained, the calls you have made or faxes you have sent you have sent, the recipients of those communications, any do not call requests you have received, the implementation of those requests, and the dates of each of these. Market Partners must provide these records evidencing such compliance to MONAT upon request.

3.35  - BACK OFFICE ACCESS

MONAT makes online Back Offices available to its Market Partners. Back Offices provide Market Partners access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Market Partner’s MONAT business and to increase sales of MONAT products. Access to the Back Office is password protected. Market Partners may not under any circumstance provide their Back Office login credentials to any other person or entity.

Access to the Back Office is a privilege and not a right. MONAT reserves the right to deny Market Partners’ access to the Back Office at its sole discretion.

SECTION 4 - RESPONSIBILITIES OF MARKET PARTNERS

4.1  - CHANGE OF ADDRESS OR TELEPHONE

To ensure timely delivery of products and support materials, it is important that MONAT’s files are current. Street addresses are required for shipping. Market Partners planning to move should update their mailing address, email address and telephone number information via either Customer/ Market Partner Care or through the Back Office of the Market Partners’ replicated MONAT Website. To guarantee proper delivery, two weeks advance notice must be provided to MONAT on all hanges.

4.2  - ONGOING DEVELOPMENTAL OBLIGATIONS

4.2.1  - ONGOING TRAINING

MONAT recommends that any Market Partner who sponsors another Market Partner into MONAT should perform a bona fide assistance and training function to ensure that his or her downline Market Partners are properly operating their respective MONAT businesses. Market Partners are strongly encouraged to have ongoing contact and communication with the Market Partners in their Downlines. Examples of such contact and communications may include but not be limited to newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline Market Partners to MONAT meetings, training sessions, and other functions. Upline Market Partners are also encouraged to motivate and train new Market Partners in MONAT product knowledge, effective sales techniques, the MONAT Compensation Plan and compliance with Company Policies and Procedures. Communication and the training of downline Market Partners must not, however, violate Section 3.2.

Market Partners may not charge for MONAT training.

Market Partners are encouraged to monitor the Market Partners in their Downlines to ensure that downline Market Partners do not make improper product or business claims or engage in any illegal or inappropriate conduct.

4.2.2  - INCREASED TRAINING RESPONSIBILITIES

As Market Partners progress through the various stages of leadership, they will become more experienced in Sales Techniques, Product Knowledge and an understanding of the MONAT Business Program. They will be called upon by MONAT from time to time to share this knowledge with lesser experienced Market Partners within their organization.

4.2.3  - ONGOING SALES RESPONSIBILITIES

Regardless of their level of achievement, Market Partners have an ongoing obligation to continue to personally promote sales through the generation of new Retail and VIP Customers and through servicing their existing Customers.

4.3  - NON-DISPARAGEMENT

MONAT wants to provide Market Partners with the best products, compensation plan and service in the industry. Accordingly, we value constructive criticisms and comments. All such comments should be submitted in writing to the Customer Service Department. While MONAT welcomes constructive input, negative comments and remarks made in the field by Market Partners about the Company, its products or compensation plan serve no purpose other than to demotivate other MONAT Market Partners. For this reason, and to set the proper example for their Downline, Market Partners must not disparage, demean, or make negative remarks about MONAT, other MONAT Market Partners, MONAT Products, the Compensation Plan, or MONAT’s directors, officers or employees.

4.4  - PROVIDING DOCUMENTATION TO APPLICANTS

Market Partners must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Market Partners before the applicant signs a Market Partner Agreement (or ensure that such individuals have online access to these materials). In addition, copies of the Policies and Procedures and the Compensation Plan can be downloaded from MONAT’s website.

4.5  - REPORTING POLICY VIOLATIONS

Market Partners observing a Policy violation by another Market Partner should submit a written report of the violation to the attention of the Compliance Department. Details of the incidents such as dates, numbers of occurrences, persons involved, and any supporting documentation should be included in the report.

SECTION 5 - SALES REQUIREMENTS

5.1  - PRODUCT SALES

The MONAT Compensation Plan is based on the sale of MONAT products to end consumers. Market Partners must fulfill personal and Downline retail sales requirements (as well as meet other requirement as set forth in the Agreement) in order to be eligible for bonuses, commissions and advancement to higher levels of achievement.

The following sales requirements must be satisfied for Market Partners to be eligible for commissions:

1. a)Market Partners must satisfy the Personal Volume requirements to fulfill the requirements associated with their rank as set out in the MONAT Compensation Plan
2. b)Market Partners must satisfy the Group Volume requirements to fulfill the requirements associated with their rank as set out in the MONAT Compensation Plan

5.2  - NO TERRITORY RESTRICTIONS

There are no exclusive territories granted to anyone. No franchise fees are required.

5.3  - MONAT FLEXSHIP PROGRAM

As an added convenience to its VIP Customers and Market Partners, MONAT offers a Flexship Program with automatic monthly or bi-monthly delivery of MONAT products to your home address.

Unique credit cards or payment information, addresses, phone numbers and email addresses are required per VIP account. MONAT will audit and investigate any suspect orders and accounts. Commissions may be withheld pending an investigation.

*Time of placement for orders associated with a Flexship Program will default to Eastern Standard Time Zone (EST).

5.4  - SALES RECEIPTS

Records documenting online purchases made by Customers will be maintained by MONAT.

5.5  - AUTOMATIC UPDATES TO STORED CREDIT/DEBIT CARDS

MONAT participates in account update services offered by some banks to help keep your payment information up to date in our system. If your bank participates, this service will automatically update your card number and expiration date in our system. If you do not wish for your credit/debit card information to be automatically updated, you may opt out of these services by contacting the issuing bank. Any automatic charges that may apply to your account because of one’s failure to opt-out of this service, will not be refunded. MONAT will not be responsible for these charges.

SECTION 6 - BONUSES AND COMMISSIONS

6.1  - BONUS AND COMMISSION QUALIFICATIONS

A Market Partner must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a Market Partner complies with the Terms of the Agreement, MONAT shall pay commissions to such Market Partner in accordance with the Compensation Plan. The minimum amount for which MONAT will issue payment is $10.00. If a Market Partner’s commissions and bonuses do not equal or exceed $10.00, the Company will accrue the bonuses and commissions until they total $10.00. Payment will be issued once $10.00 has been accrued.

Accepting any form of commissions, bonuses, awards or incentive trips from MONAT constitutes a Market Partner’s agreement to be bound by MONAT’s Policies and Procedures.

6.2  - ADJUSTMENT TO BONUSES AND COMMISSIONS

6.2.1  - ADJUSTMENTS FOR RETURNED PRODUCT

Market Partners receive bonuses and commissions based on the actual sales of products to end consumers. When a product is returned to MONAT for a refund or is repurchased by the Company, the bonuses and commissions attributed to this returned or repurchased product will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the bonuses and commissions are recovered, from the Market Partners who received bonuses and commissions on the sales of the refunded products. In the event that any such Market Partner terminates their Market Partner Agreement, and the amounts of the bonuses and commissions attributable to the returned products have not yet been fully recovered by the Company, the remainder of the outstanding balance may be set off against any amounts owed to the terminated Market Partner.

6.2.2  - PAYMENT CARD FEES

MONAT currently pays bonuses and commissions through MoMoney, an on-line portal. Currently, the Company pays all associated fees for this payment method. Company reserves the right to deduct any fees assessed to it because such payment program or a Direct Deposit Program from the bonuses and commissions payable to Market Partners. In that event, MONAT shall provide at least 30 days prior notice to all Market Partners.

6.3  - REPORTS

All information provided by MONAT in any Market Partner Activity Reports, including but not limited to Personal Volume and Group Volume (or any part thereof) and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including but not limited to, the inherent possibility of human, digital, electronic, or mechanical error, the accuracy, completeness and timeliness of orders; the denial of credit card and electronic check payments; returned products; credit card and electronic check chargebacks; the information is not guaranteed by MONAT or any persons creating or transmitting the information.

ALL PERSONAL AND GROUP VOLUME INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED OR REPRESENTATIONS OF ANY KIND. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MONAT AND OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY MARKET PARTNER OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES OR COMMISSIONS, LOSS OF OPPORTUNITY AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE INFORMATION) EVEN IF MONAT OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT PERMITTED BY LAW, MONAT OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

Access to and use of MONAT’s online reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is”. If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue the use of and access to MONAT’s online and telephone reporting services and your reliance upon this information.

SECTION 7 - PRODUCT GUARANTEES AND RETURNS

7.1  - 30-DAY MONEY BACK GUARANTEE

MONAT offers a 30-Day Money Back Guarantee (less shipping and handling charges) on all orders. If, for any reason, you are not satisfied with any MONAT product you buy, you may return the unused portion of the product to MONAT within 30 days of your receipt of the order, for a full refund of the purchase price (less shipping and handling charges).

All refunds will be credited ONLY to the payment method that was used to make the original purchase.

Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be eligible for a refund.

7.2  - PRODUCT RETURNS AFTER 30 DAYS

After 30 days, MONAT offers a 90% refund of the purchase price (excluding shipping and handling charges) on the return of all unopened and unused product. We will refund the purchase price (excluding shipping and handling charges) of returned item(s) to the original form of payment. Any returns after 90 days from receipt of the order, will not be accepted.

7.4  - RETURN OF INVENTORY AND SALES AIDS BY MARKET PARTNERS UPON CANCELLATION

Upon cancellation of a Market Partner’s Agreement, the Market Partner may return any products and sales aids they may have in their inventory for a refund. In order to receive a refund from MONAT pursuant to this policy, the following requirements must be met:

1. a)The items being returned must have been personally purchased by the Market Partner from MONAT (Purchases from other Market Partners or third parties are not subject to refund);
2. b)The items must be in Resalable condition (see Definition of “Resalable” below); and
3. c)The items must have been purchased from MONAT within one year prior to the date of cancellation

The Market Partner will be reimbursed 90% of the net cost of the original purchase price. Shipping charges incurred by a Market Partner when the items were purchased, and return shipping fees, will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. If a Market Partner was paid a bonus or commission based on a product that they purchased, and such product is subsequently returned for a refund, the bonus and/or commission that was paid to the Market Partner based on that product purchase will be deducted from the amount of the refund.

Products and sales aids shall be deemed “Resalable” if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; and 4) they are returned to MONAT within one year from the date of purchase. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be Resalable.

7.5  - PROCEDURES FOR ALL RETURNS

The following procedures apply to all returns for refund:
Return on items eligible for returns are accepted within 90 days of receipt. Items must be returned unopened / unused, in their original packaging. To return product for a refund, you must return the products directly to MONAT and follow the steps listed below:

1. a)You must first obtain a Return Authorization Number (RMA) by contacting the MONAT Customer Care team at
   (833) 750-4880
   
   or by email at
   English:Canadamonatsupport@monatglobal.com
   French:MONATSupportFR@MONATGlobal.com
2. b)You will need to provide the order number and specify if requesting a full refund or partial refund.
3. c)The Return Authorization expires after 30 days. Product needs to be received at warehouse within 30 days of the RMA# being assigned.
4. d)Proper shipping cartons and packing materials must be used when packaging products to be returned. All returns must be prepaid by the Market Partner or Customer. MONAT does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Market Partner or Customer returning the product. If returned product is not received by the MONAT’s Distribution Center, it is the responsibility of the Market Partner or Customer to trace the shipment.
5. e)The items must be returned to MONAT within 90 days from the date of urchase.

Any merchandise that is clearly identified at the time of sale as non-returnable, discontinued, or as a seasonal item, may not be returned for a refund.

7.6  - RECEIVING A REFUND

A refund will be issued once we have received your returned items from the listed RMA process above. Any items that are damaged when we receive them are not eligible for refund. Refunds do not include any shipping or handling charges. Your refund will be credited to the original form of payment used for the original transaction and will be in the amount of the product price or 90% if returned after 30 days, less shipping and handling fees.

Please note that credit or debit card refunds may take up to 10 business days for your bank to post to your account, depending on their processing times. This can vary greatly among credit or debit card issuers

SECTION 8 - DISPUTE RESOLUTION AND CONTRACTUAL REMEDIES

8.1  - DISCIPLINARY SANCTIONS

Violation of the Agreement, these Policies and Procedures, violation of any common law, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Market Partner that, in the sole discretion of the Company may damage its reputation or goodwill (such act or omission need not be related to the Market Partner’s MONAT business), may result, at MONAT’s discretion, in one or more of the following corrective measures:

1. a)Issuance of a written warning or admonition;
2. b)Requiring the Market Partner to take immediate corrective measures;
3. c)Imposition of a fine, which may be withheld from the Market Partner’s bonus and commission payments;
4. d)Loss of rights to one or more bonus and commission payments;
5. e)MONAT may withhold from a Market Partner all or part of the Market Partner’s bonuses and commissions during the period that MONAT is investigating any conduct allegedly violating the Agreement. (If a Market Partner’s business is cancelled for disciplinary reasons the Market Partner will not be entitled to recover any commissions or bonuses withheld during the investigative period);
6. f)Suspension of the individual’s Market Partner Agreement for one or more pay periods;
7. g)Permanent or temporary loss of, or reduction in, the current Title Rank of the Market Partner (which may subsequently be re-earned by the Market Partner);
8. h)h) Transfer or removal of a portion or all of the Market Partner’s Downline or downline Market Partners from the offending Market Partner’s Downline;
9. i)Involuntary termination of the offender’s Market Partner Agreement;
10. j)Suspension or termination of the offending Market Partner’s access to the Back Office and/or Replicated Website; or
11. k)Any other measure expressly allowed within any provision of the Agreement or which MONAT deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Market Partners policy violation or contractual breach. In situations deemed appropriate by MONAT, the Company may institute legal proceedings for monetary and/or equitable relief.

8.2  - GRIEVANCES AND COMPLAINTS

When a Market Partner has a grievance or complaint with another Market Partner regarding any practice or conduct in relationship to their respective MONAT businesses, the complaining Market Partner should first report the problem to their Sponsor who should review the matter and try to resolve it with the other party’s upline Sponsor. If the matter involves interpretation or violation of any Company policy, it must be reported in writing to the Compliance Department. The Compliance Department will review the facts and attempt to resolve it.

8.3  - ALTERNATIVE DISPUTE RESOLUTION AND CLASS ACTION WAIVER

Any dispute, claim or grievance which Market Partner may have relating to the Company, the Market Partner’s Agreement or the breach thereof, shall be settled through confidential and binding arbitration.

8.3  - MEDIATION

Prior to instituting any arbitration as provided in section 8.5 below, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to The Agreement through non- binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. If the parties cannot agree on a mediator, the complaining party shall request a mediator be appointed by the ADR Chambers. The mediation shall occur within 60 days from the date on which the mediator is appointed. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated fees and costs at least 10 days in advance of the mediation. Each party shall pay its own legal fees, costs and individual expenses associated with conducting and attending the mediation. Mediation shall be held in a location reasonably accessible to the Market Partner or otherwise as agreed between the parties and shall last no more than two business -days.

8.4  - ARBITRATION

1. a)Except as otherwise provided in this Agreement, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled through confidential and binding arbitration. The parties waive their rights to trial by jury or by any court. This arbitration provision applies to claims that were not successfully resolved through the mediation process. The arbitration shall be filed with, and administered by, the ADR Chambers in accordance with ADR Chambers’ arbitration rules, which are available at http://adrchambers.com/ca/arbitration/regular-arbitration/arbitration/rules/. Copies of the ADR Chambers’ Arbitration Rules and Mediation Procedures will also be emailed to a Market Partner upon request to the Company.
2. b)Notwithstanding the rules of the ADR Chambers, unless otherwise stipulated by the parties, the following shall apply to all Arbitration proceedings:
1. i.The laws of the Province or Territory in which the Market Partner resides shall govern on all matters relating to or arising from this Agreement, without regard to principles of conflicts of law
2. ii.The Arbitration hearing shall commence no later than 180 days from the day on which the Arbitrator is appointed and shall last no more than five business days;
3. iii.The Parties shall be allotted equal time to present their respective cases, including cross-examinations;
4. iv.The Arbitration shall be brought on an individual basis and not as part of a class or consolidated action;
5. v.The parties specifically waive their rights to trial by jury or by any court except as expressly provided herein;
6. vi.The Arbitration shall be located in a location reasonably accessible to the Market Partner; however, the judgment on the award may be entered in any court having jurisdiction thereon;
7. vii.The Arbitrator shall have complete discretion over the discovery and production process except that the ADR Chambers may not administer any multiple claimant or class arbitration. In this regard, the parties specifically agree that they may bring disputes against the other party only in an individual capacity and not as a class member in any purported class or representative proceeding, including without limitation, any class action or class arbitration. The Arbitrator shall not combine or consolidate more than one party’s claim without the written consent of all affected parties to an Arbitration proceeding. The ADR Chambers may not administer any multiple claimant or class arbitration as the parties specifically agree that the Arbitration shall be limited to the resolution only of individual claims;
   A.Award relief in excess of what this Agreement provides;
   B.Award consequential or punitive damages or any other damages not measured by the prevailing party’s actual, direct damages; or
   C.Order consolidation or class arbitration, consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
8. ix.Each party to the Arbitration shall be responsible for its own costs and expenses of Arbitration including legal and filing fees;
9. x.The decision of the Arbitrator shall be final and binding on the parties and such decision may, if necessary, be reduced to a judgment in a court to which the parties have consented to jurisdiction as set forth in the Agreement. This Agreement to Arbitrate shall survive the cancellation or termination of the Agreement;
10. xi.The Parties and the Arbitrator shall maintain the confidentiality of the Arbitration proceedings and shall not disclose to third parties:
    A.The substance of, or basis for, the controversy, dispute or claim;
    B.The substance or content of any settlement offer or settlement discussions or offers associated with the dispute;
    C.The pleadings, or the content of any pleadings, or exhibits thereto, filed in any Arbitration proceeding;
    D.The content of any testimony or other evidence presented at an Arbitration hearing or obtained through discovery in Arbitration;
    E.The terms or amount of any Arbitration award or;
    F.The rulings of the Arbitrator on the procedural and/or substantive issues involved in the case.
3. c)Notwithstanding the foregoing, nothing in the Agreement shall prevent either party from applying to and obtaining from any court to which the parties have consented to jurisdiction as set forth in this Agreement, a temporary restraining order, preliminary or permanent injunction, or other equitable relief to safeguard and protect its intellectual property rights, trade secrets, and/or confidential information, including but not limited to enforcement of any restrictive covenants herein.
4. d)Either party may initiate an Arbitration by providing a Notice to Arbitrate to the other:
1. i.The notice must provide a description of the dispute and the relief sought to be recovered. A sample of a Notice to Arbitrate can be found at https://adrchambers.com/wp-content/uploads/2017/05/Notice-of-Arbitration.pdf/;
2. ii.Three copies of the Notice to Arbitrate plus the appropriate filing fee must also be sent to ADR Chambers, 180 Duncan Mill Road, 4th Floor, Toronto, Ontario M3B 1Z6;
3. iii.A copy of the Notice to Arbitrate must be sent to the other party in accordance with the notice provisions hereof.
5. e)Any arbitration must be initiated within one (1) year from when such claim arises.

This Section 8.5 shall survive any termination or expiration of The Agreement.

8.5  - GOVERNING LAW, JURISDICTION AND VENUE

This Agreement shall be governed and construed in accordance with the laws of the Province or Territory in which the Market Partner resides without regard to choice of law or conflict of law principles. Mandatory and exclusive jurisdiction and venue of any claim, dispute, matter, controversy or action that is not subject to Arbitration shall be in the Superior Court of the Province or Territory in which the Market Partner resides to the exclusion of all other venues and forums and the Market Partner hereby waives any and all objections to such venue, including personal jurisdiction and forum non-conveniens.

None of the provisions of these Policies and Procedures shall operate to prevent access to any applicable statutory complaint or investigative process.

SECTION 9 - PAYMENT AND SHIPPING

9.1  - RESTRICTIONS ON THIRD PARTY USE OF CREDIT CARDS AND CHECKING ACCOUNT ACCESS

Market Partners shall not permit other Market Partners or Customers to use their payment information, or permit debits to their checking accounts, to enroll or to make purchases from the Company.

9.2  - SALES TAXES

Market Partners shall also not be treated as an employee for purposes of the GST/HST, QST, PST in all relevant jurisdictions (including but not limited to British Columbia, Saskatchewan, and Manitoba) and other like sales taxes (including any future harmonized sales taxes). If MONAT is required to charge any such taxes in respect of its supplies of goods or services to Market Partners or to MONAT’s direct retail customers, MONAT will collect and remit these taxes in respect of its sales as appropriate. However, MONAT is not responsible for collecting or remitting any sales taxes on Market Partners’ behalf. Rather, all Market Partners shall be responsible for collecting and remitting all applicable local, provincial, and federal sales taxes, and for all other federal or provincial tax compliance obligations imposed on their business, although, as set out below, MONAT may at its discretion enter into sales tax collection agreements with the federal and provincial taxing authorities.

In creating the MONAT opportunity, one of our guiding philosophies has been to free our Market Partner from as many administrative, operational, and logistical tasks as possible. In doing so, Market Partner are free to concentrate on those activities that directly affect their incomes, namely product sales and enrollment activities. To these ends, MONAT is responsible for collecting and remitting sales taxes, filing sales tax reports, and keeping records relative to sales tax.

Accordingly, MONAT reserves the right to enter into sales tax collection agreements with the federal and provincial taxing authorities. Where applicable, MONAT will notify Market Partners of the implementation of such agreements, and will charge and collect sales taxes accordingly.

Where COMPANY chooses to enter into a sales tax collection agreement Market Partners agree that MONAT may jointly elect on the Market Partners’ behalf to have the applicable procedures, including section 178 of the Excise Tax Act, apply where approval has been granted by the applicable tax authority. Where MONAT has been approved to operate under any such agreements, Market Partners shall follow the appropriate procedures.

By virtue of its business operations, MONAT is required to charge sales taxes on all purchases made by Market Partners, VIP Customers and Retail Customers, and remit the taxes charged to the respective provinces or territories. Accordingly, all orders submitted to the Company must include the appropriate sales taxes.

9.3  - SHIPPING POLICY

The customer will normally receive their order within 7-10 business days of its placement. MONAT will ship any part of an order currently in stock. If, however, an ordered item is out of stock, it will be placed on back order and sent when MONAT receives additional inventory.

SECTION 10 - INACTIVITY AND CANCELLATION

10.1  - EFFECT OF CANCELLATION

As long as a Market Partner remains active and complies with the terms of the Market Partner Agreement and these Policies and Procedures, MONAT shall pay commissions and bonuses to such Market Partner in accordance with the Compensation Plan. A Market Partner’s bonuses and commissions constitute the entire consideration for the Market Partner’s efforts in generating sales and all activities related to the generating of sales (including building a Downline).

Following a Market Partner’s non-renewal of the Market Partner Agreement, or voluntary or involuntary cancellation of the Market Partner Agreement (all of these methods are collectively referred to as “cancellation”), the former Market Partner shall have no right, title, claim or interest to the Downline which they operated, or any commission or bonus from the sales generated by the organization. A Market Partner whose business is cancelled will lose all rights as a Market Partner. This includes the right to hold themselves out as a Market Partner (on social media or otherwise), sell MONAT products and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of the Market Partner’s former Downline. In the event of cancellation, Market Partners agree to waive all rights they may have, including but not limited to; property rights to their former Downline and to any bonuses, commissions or other remuneration derived from the sales and other activities of their former Downline.

Following a Market Partner’s cancellation of the Market Partner Agreement, the former Market Partner shall not hold themself out as a MONAT Market Partner and shall not have the right to sell MONAT products. A Market Partner whose Market Partner Agreement is canceled shall receive commissions and bonuses only for the last full pay period they were active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

Upon any expiration or termination of the Market Partner Agreement, the following sections of these Policies and Procedures shall survive and continue: 3.10.1, 3.10.2, 3.2.3, 4.3

10.2  - CANCELLATION DUE TO INACTIVITY

Market Partners who personally produce less than 200 Personal Volume for any pay period will not receive a commission for the sales generated through their Downline for that pay period. If a Market Partner fails to renew their agreement each year, then their account will be cancelled and any downline and customers they have will be compressed to the cancelled Market Partner’s next upline.

10.3  - INVOLUNTARY CANCELLATIONS

A Market Partner’s violation of any of the Terms of the Agreement, including any amendments that may be made by MONAT in its sole discretion, may result in any of the sanctions listed in 8.1, including the involuntary cancellation of the Market Partner Agreement.

Additionally, comments or social media posts that state, hint at, or allude to the fact that the individual is no longer a MONAT Market Partner, will be considered a public resignation. Such statements may result in the immediate termination of the Market Partner’s Agreement.

Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed or delivered to an express courier for delivery to the Market Partner’s last known address, email address, or fax number, or to their attorney, or when the Market Partner receives actual notice of cancellation whichever occurs first.

If involuntarily terminated by MONAT, a Market Partner may not re-apply, under any name or entity, for 12 months from the date of termination. The request will require the express written consent of an officer of MONAT, following a review by MONAT Compliance.

MONAT reserves the right to terminate all Market Partner Agreements upon thirty (30) days written notice in the event that it elects to:

1. a)Cease business operations;
2. b)Dissolve as a corporate entity; or
3. c)Terminate the distribution of its products via direct selling.

10.4  - CANCELLATION FOR CONVENIENCE

MONAT reserves the right at any time to cancel for convenience in its sole discretion the Agreement upon thirty (30) days’ written notice. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed or delivered to an express courier to the Market Partner’s last known address, email address or fax number or to his/her counsel or when the Market Partner receives actual notice of cancellation, whichever occurs first. MONAT shall not be required to have any reason nor to prove any cause in order to cancel any Agreement with any Market Partner. If and when any Agreement with any Market Partner is cancelled, the Market Partner shall have no claim against MONAT, its affiliates or their respective officers, directors, agents, employees, servants and representatives, nor any right to claim or collect lost profits, lost opportunities or any other damages. The terms hereof are in satisfaction of any and all statutory and common law claims, including without limitation, any right to reasonable notice of termination of the contractual relationship.

10.5  - VOLUNTARY CANCELLATION

A participant in this Direct Selling program has a right to cancel at any time, regardless of reason. Cancellation must be submitted to the MONAT Customer Service Department.

10.6  - NON-RENEWAL

A Market Partner may also voluntarily cancel the Market Partner Agreement by failing to renew the Agreement by the anniversary date. The Company may also elect not to renew a Market Partner’s Agreement upon the anniversary date.

10.6  - CODE OF CONDUCT

This Code is designed to protect you, your business, the MONAT brand, and all Consumers.

It is important to understand that your success and the success of your fellow MONAT Market Partners depends on the integrity of the individuals who market our products. MONAT has established standards for acceptable business conduct and you must always communicate honestly, respectfully, accurately and with integrity, allow for and appreciate differences, show fairness, tolerance and respect to all the people associated with MONAT, regardless of race, gender, social class or religion. This allows for an open atmosphere of teamwork, good morale, and community spirit.

You are required to safeguard and promote the good reputation of MONAT and its products.

You must avoid all discourteous, deceptive, misleading, unethical, immoral conduct or practices including off-color words or phrases that may damage MONAT’s image.You must read and understand the Market Partner Agreement and the Policies and Procedures. You acknowledge you are entering MONAT and the business opportunity voluntarily and of your own free will, assuming all responsibilities and financial risks.

You are required to comply with all of the Policies and Procedures which MONAT may amend from time to time, at its sole discretion, as well as all federal, state and local laws governing your MONAT business and your conduct.

You must always identify yourself as a MONAT Independent Market Partner and not make improper product or business claims or engage in any illegal or inappropriate conduct.

You are to present accurate information and explain the VIP Agreement or Market Partner Agreement, the Compensation Plan and the Policies and Procedures prior to assisting anyone with their enrollment.

You must always inform customers, VIPs and new Market Partners of our 30-day money back guarantee policy.

You should respect each person you encounter; this includes potential customers, other Market Partners, and corporate employees. Use appropriate language, verbally and in writing. Being abusive or using sexually harassing language or behavior is inappropriate.

You are expected to attempt to resolve business issues in a timely and professional manner by using tact, sensitivity, good will and take care not to create additional problems. You should provide the level of service you desire in your interactions.

You should focus on the positive. Making disparaging statements about MONAT, the industry, other companies or their products, other Market Partners, employees, products, sales and marketing campaigns or the Compensation Plan, or making statements that unreasonably offend, belittle, mislead or coerce others serve no other purposes than to damage MONAT and dampen the enthusiasm of other Market Partners.

SECTION 11 - GLOSSARY OF TERMS

ACTIVE MARKET PARTNER

A Market Partner who satisfies the minimum Personal Volume requirements, as set forth in the MONAT Compensation Plan, to ensure eligibility to receive bonuses and commissions for particular month.

AFFILIATED PARTY

A shareholder, member, partner, manager, trustee, or other parties with any ownership interest in, or management responsibilities for, a Business Entity.

AGREEMENT

The contract between the Company and each Market Partner includes the Market Partner Application and Agreement, the MONAT Policies and Procedures, the MONAT Compensation Plan and the Business Entity Registration Form (where appropriate), all in their current form and as amended by MONAT in its sole discretion. These documents are collectively referred to as the Agreement.

BUSINESS ENTITY

A corporation, partnership, trust, or other type of entity that enrolls as a Market Partner and submits the required MONAT Business Entity Registration Form.

CANCELATION OF AN ACCOUNT

The termination of a Market Partner’s account. Cancellation may be either voluntary through resignation, non-renewal or inactivity, or termination for cause or termination for convenience by MONAT.

COMPANY

The term “Company” as it is used throughout the Agreement refers to MONAT Global Canada ULC.

GROUP

All the Market Partners sponsored below a particular Market Partner, down to the first Market Partner of the rank of Managing Market Builder (MMB)) or above in each Downline leg.

GROUP VOLUME

The personal volume from you and your downline, down to, but not including the next Managing Market Builder or above (by Career Title). When a Market Partner in your group promotes to Managing Market Builder for the first time, their GV will be included in your GV for that month’s qualification purposes only.

IMMEDIATE HOUSEHOLD

All individuals who are living at or doing business at the same residential address, and who are related by blood or marriage, or who are living together as a family unit or in a family-like setting. A household includes, but is not limited to, spouses, heads-of-household, and dependent family members residing in the same residence.

LEVEL

The layers of downline Market Partners in a particular Market Partner’s Downline. This term refers to the relationship of a Market Partner, relative to a particular upline Market Partner, determined by the number of Market Partners between them who are related by Sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E; then E is on A’s fourth level.

MARKET PARTNER ACTIVITY REPORT

An online report generated by MONAT that provides critical data relating to the identities of Market Partners, Sales Information, and enrollment activity of each Market Partner’s Downline. This report contains confidential and trade secret information which is proprietary to MONAT and is accessible to Market Partners through the Back Office.

OFFICIAL MONAT MATERIAL

Literature, audio or video presentations, and other materials developed, printed, published and distributed by MONAT to Market Partners.

PERSONAL VOLUME

The total Volume of products sold in a calendar month:

1. a)By the Company to a Market Partner
2. b)By the Company to the Market Partner’s Retail Customers
3. c)By the Company to the Market Partner’s VIP Customers

RECRUIT

For purposes of MONAT’s Conflict of Interest Policy (3.10), the term recruit means the actual or attempted sponsorship, solicitation, enrollment, encouragement or effort to influence in any other way, either directly, indirectly or through a third party another MONAT Market Partner or VIP Customer to enroll or participate in another multilevel marketing, network marketing or Direct Sales opportunity.

REPLICATED WEBSITE

A website provided by MONAT to Market Partners which utilizes website templates developed by MONAT.

RETAIL CUSTOMER

An individual who purchases MONAT products from a Market Partner but who is not a participant in the MONAT Compensation Plan. A Retail Customer may participate in the MONAT Flexship Program by registering as a VIP Customer at their Market Partner’s MONAT website.

ROLL-UP

The method by which a vacancy is filled in an organization when a Market Partner Agreement has been canceled.

SOCIAL MEDIA

Any type of online media that invites, expedites or permits conversation, comment, rating, and/or user generated content, as opposed to traditional media, which delivers content but does not allow readers/ viewers/listeners to participate in the creation or development of content, or the comment or response to content. Examples of social media include, but are not limited to, blogs, chat rooms, Facebook, Instagram Twitter, LinkedIn, Pinterest, Delicious, and YouTube.

SPONSOR

A Market Partner who enrolls another Market Partner into the Company and is listed as the Sponsor on the Market Partner Application and Agreement. The act of enrolling others and training them to become Market Partners is called “sponsoring.”

TITLE RANK

“Career Title” refers to the highest rank a Market Partner has achieved in the MONAT compensation plan at any time. “Paid-As- Title” refers to the rank at which a Market Partner is qualified to earn commissions and bonuses during the current pay period.

UPLINE

This term refers to the Market Partner or Market Partners above a particular Market Partner in a sponsorship line up to the Company. Conversely stated, it is the line of sponsors that links any particular Market Partner to the Company.

Last Revised: April 30, 2023