UNLIMITED NETWORK OF OPPORTUNITIES INTERNATIONAL CORPORATION CODE OF CONDUCT AND ETHICAL STANDARD

Pursuant to company’s core values of Credibility, Leadership, Equality, Allegiance and Resiliency, (CLEAR) all members are strictly enjoined to observe the following Code of Conduct:

UNO Premier USA (“UNO”) has made a commitment to provide the finest direct sales experience backed by impeccable service to its Distributors.  In turn, the company expects UNO Distributors to reflect that image in their relationships with Customers and fellow Distributors.

As an UNO Distributor you are expected to operate your business according to the highest standards of integrity and fair practice in your role as a UNO Distributor. Failure to comply with the Code of Ethics can result in your termination as an UNO Distributor.  The Code of Ethics, therefore, states:

As a Distributor:

• • I will conduct my business in an honest, ethical manner at all times.
  • I will make no representations about the benefits of being a Distributor with UNO other than those contained in officially-approved corporate literature and videos.
  • I will provide support and encouragement to my customers to ensure that their experience with UNO is a successful one.
  • I will motivate and actively work with Distributors of my downline organization to help them build their UNO business. I understand that that this support is critical to each Distributor’s success with UNO.
  • I will refrain from exaggerating my personal income or the income potential in general and will stress to Distributor-prospects the level of effort and commitment required to succeed in the business.
  • I will not abuse the goodwill of my association with UNO to further or promote other business interests (particularly those which may be competitive to UNO) without the prior written consent of UNO.
  • I will not make disparaging remarks about other products, services, Distributors, or companies; likewise, I will not willfully denigrate the activities or personalities of fellow UNO Distributors.
  • I will abide by all of the Policies and Procedures of UNO as included herein, or as may be amended from time to time.
  • I will not make any payment(s) or promise to pay any prospective or existing Distributors in return for such Distributor’s enrollment, continued enrollment, or team building or recruiting activities with UNO.
  • I will strive to sell and promote the products of UNO in a professional manner to end user retail customers.

2.1 Policies and Compensation Plan Incorporated into Distributor Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of UNO, are incorporated into, and form an integral part of, the UNO Distributor Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the UNO Distributor Application and Agreement Form, these Policies and Procedures and the UNO Compensation Plan. These documents are incorporated by reference into the UNO Distributor Agreement (all in their current form and as amended by UNO).

2.2 Purpose of Policies

UNO is a direct sales company that markets consumables in the categories of health, wellness, nutrition and beauty through Distributors. It is important to understand that your success and the success of your fellow Distributors depends on the integrity of those who market our services. To clearly define the relationship that exists between Distributors and UNO, and to explicitly set a standard for acceptable business conduct, UNO has established the Agreement.  UNO Distributors are required to comply with all of the provisions set forth in the Agreement, which UNO may amend at its sole discretion from time to time, as well as with all federal, state and local laws governing their UNO 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 the Agreement. Please review the information in this document carefully. It explains and governs the relationship between you, as an independent contractor, and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from the UNO corporate office.

2.3 Changes to the Agreement

Because laws and the business environment periodically change, UNO reserves the right to amend the Agreement, compensation plan and its prices at its sole and absolute discretion. By signing the Distributor Agreement, a Distributor agrees to abide by all amendments or modifications that UNO elects to make. Amendments shall be effective 30 days after publication of notice of amendments in official UNO materials. The Company shall provide or make available to all Distributors a complete copy of the amended provisions by one or more of the following methods: (a) posting on the Company’s official website; (b) electronic mail (email); (c) inclusion in Company periodicals; (d) inclusion with commissions or bonus checks; or (e) special mailings. The continuation of a Distributor’s UNO business or a Distributor’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

2.4 Delays

UNO shall not be responsible for delays or failures 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 party’s source of supply, government decrees or orders, and acts of God.

2.5 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 and shall be construed as if such invalid or unenforceable provision never comprised a part of the Agreement.

2.6 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 UNO to exercise any right or power under the Agreement or to insist upon strict compliance by a Distributor 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 UNO’s right to demand exact compliance with the Agreement. Waiver by UNO can be affected only in writing by an authorized officer of the Company. UNO’s waiver of any particular breach by a Distributor shall not affect or impair UNO’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Distributor. Nor shall any delay or omission by UNO to exercise any right arising from a breach affect or impair UNO’s rights as to that or any subsequent breach. The existence of any claim or cause of action of a Distributor against UNO shall not constitute a defense to UNO’s enforcement of any term or provision of the Agreement.

3.1 Requirements to Become a Distributor

 To become an UNO Distributor, each applicant must:

3.1.1. Be at least 18 years of age;

3.1.2. Reside in countries, territories, or general locales officially opened by UNO;

3.1.3. Submit a properly completed and signed hardcopy or electronic Distributor Agreement; and

3.1.4. Submit payments in accordance with non-commissionable enrollment fees.

The Company reserves the right to reject any applications for a new Distributor or applications for renewal.

3.2 New Distributor Registration by the Internet

 A prospective Distirbutor may self-enroll on his or her sponsor’s website. In such event, UNO will accept the Agreement by way of an “electronic signature” rather than submission via physical hard copy of the Agreement. A Distributor’s acceptance of the “electronic signature” signifies his or her tacit acceptance of the terms and conditions of the Distributor Agreement, as well as the acceptance and understanding of these Policies. Please note that such electronic signature constitutes a legally binding agreement between you and the Company.

3.3 Terms and Renewal of a UNO Business

 Twelve (12) months from the date of enrollment into UNO, an DISTRIBUTOR must renew his or her business through the payment of a $40 fee. If an DISTRIBUTOR allows his or her business to expire due to nonpayment of this renewal fee, the DISTRIBUTOR will lose any and all rights to his or her downline organization unless payment occurs within thirty (30) days.

Upon payment of the renewal fee within the thirty-day grace period, the DISTRIBUTOR will resume the rank and position held immediately prior to the expiration of the Agreement. However, such DISTRIBUTOR’s paid as level will not be restored unless he or she qualifies at that payout level in the new month. The DISTRIBUTOR is not eligible to receive commissions for the time period that the DISTRIBUTOR’s business was expired.

3.4 Distributor Benefits

Upon the Company’s acceptance of a Distributor Agreement, the benefits of the UNO Compensation Plan and the Distributor Agreement become immediately available. These benefits include the following rights:

A. The ability to sell UNO products;

B. The ability to participate in the Company Compensation Plan (i.e., receive bonuses and commissions, if eligible);

C. Sponsor other individuals as customers (“Customers”) and downline Distributors into the business, thereby building an organization and progressing through the Company Compensation Plan; and

D. Receive periodic Company literature and other Corporate communications

4.11 Adherence to the UNO Compensation Plan

Distributors must adhere to the terms of the UNO Compensation Plan as set forth in official UNO literature.

Distributors shall not offer the UNO opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official UNO literature. Distributors shall not require or encourage other current or prospective customers or Distributors to participate in UNO in any manner that varies from the program as set forth in official UNO literature. Distributors shall not require or encourage other current or prospective customers or Distributors to execute any agreement or contract other than official UNO agreements and contracts in order to become an UNO Distributor. Similarly, Distributors shall not require or encourage other current or prospective customers or Distributors to make any purchase from, or payment to, any individual or other entity to participate in the UNO Compensation Plan other than those purchases or payments identified as recommended or required in official UNO literature.

4.2. Bonus Buying Prohibited

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

a. the enrollment of individuals without their knowledge and agreement and/or without execution of an UNO Application;

b. the fraudulent enrollment of an individual as an UNO or merchant;

c. the enrollment or attempted enrollment of non-existent individuals as Distributors or merchants;

d. the use of a credit card by or on behalf of a Distributor or merchant when the Distributors or customer is not the account holder of such credit card;

e. purchasing UNO products on behalf of another Distributor, or under another Distributor’s ID number, to qualify for commissions or bonuses.

4.3. Business Entities

A Partnership, LLC or Corporation may hold a Distributor business upon completion of the Distributor Application form, and providing on that form in the appropriate space, a Federal tax ID number. An individual may participate in multiple business centers, however, all must be under the same business name.  The person signing the application on behalf of a business entity must have the authority of said entity for entering into the transaction.  In addition, by signing for as a business entity, you certify that no person with an interest of debt or equity in the business has had an interest in a Distributor business in UNO within six (6) months of the date of signature.

4.4. Changes to an UNO Business

4.4.1. General

Each Distributor must immediately notify UNO of all changes to the information contained in his or her Distributor Application and Agreement. Distributors may modify their existing Distributor Agreement Form by submitting a written request and appropriate supporting documentation.

4.4.2. Change of Sponsor

To protect the integrity of all marketing organizations and safeguard the hard work of all Distributor, UNO does not allow changes in sponsorship for active Distributors. Maintaining the integrity of sponsorship is critical for the success of every Distributors and marketing organization. Accordingly, the transfer of an UNO business from one sponsor to another is not permitted.

Exception - A request for a change in sponsor, due to UNO error, will be accepted within 45 days of completion of the application.

4.4.3. Cancellation and Re-application

 - A Distributor may legitimately change organizations by:

 - Voluntarily cancelling his or her UNO Agreement and remaining inactive (i.e., no purchases of UNO products for resale; no sales of UNO products; no sponsoring; and no attendance at any UNO functions, participation in any other form of Distributor activity, or operation of any other UNO business) for six (6) full calendar months.

• Following the six (6) calendar month period of inactivity, the former Distributor may reapply under a new sponsor. However, the former Distributor will permanently lose any and all right to their former Distributor downline organization.

 4.5. Unauthorized Claims and Actions

 4.5.1. Indemnification

 A Distributor is fully responsible for all of his or her verbal and written statements made regarding UNO products, services, and the Compensation Plan that are not expressly contained in official UNO materials. Distributors agree to indemnify UNO and UNO’s directors, officers, employees and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by UNO as a result of the Distributor’s unauthorized representations or actions. This provision shall survive the termination of the Distributor Agreement.

4.5.2. Income Claims

 As a way to conduct better business practices, UNO hereby puts forth a disclaimer on income earnings (“Income Disclaimer”). This Income Disclaimer is to convey truthful, timely, and comprehensive information regarding the income that UNO Distributors may earn. To accomplish this objective, you must discuss and present the Income Disclaimer to all prospective Distributors.

A copy of the Income Disclaimer must be presented to a prospective Distributor (someone who is not yet a party to a pre-existing Distributor Agreement) anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.

The terms “income claim” and/or “earnings representation” (collectively “income claim”) includes all of the following:

(i) statements of average earnings;

(ii) statements of non-average earnings;

(iii) statements of earnings ranges;

(iv) income testimonials;

(v) lifestyle claims; and

(vi) hypothetical claims.

An example of a “statement of non-average earnings” would be, “Our number one Distributor earned over one million dollars last year,” or “Our average-ranking Distributor makes three thousand dollars per month.” An example of a “statement of earnings ranges” would be, “The monthly income for our higher-ranking Distributors is eight thousand dollars a month on the low end up to twenty-five thousand dollars a month on the high end.”

In any meeting that is open to the public in which discussion of the Compensation Plan or any type of income claim occurs, you must provide every prospective Distributor with a copy of the Income Disclaimer. Copies of the Income Disclaimer may be printed or downloaded without charge from the Company website.

4.6. Conduct at UNO Events

 4.6.1. No Selling or Recruiting at UNO Events

 Selling and recruiting at UNO events is not permitted. These activities take away from the primary focus of the event, and can negatively reflect on the professional image of UNO as a company. You may, however, offer a business card and/or catalog.

4.6.2. No Selling or Recruiting for other Companies at UNO Events

UNO Distributors shall not sell any products or recruit for any business during UNO events. This restriction most specifically applies to sales and recruitment efforts for any other direct sales or marketing program, regardless of the product category, including those that do not compete with UNO’s product line.

4.7. Conflicts of Interest

4.7.1. Non-compete Policy

 UNO Distributors are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”), with the exception of those products in the same generic category as an UNO product that is deemed to be competing.  Distributors may not display UNO products with any other products or services in a fashion that might in any way confuse or mislead a prospective customer, merchant or Distributor into believing there is a relationship between the UNO and non-UNO products or services.

 4.7.2 Non-solicitation

 During the term of this Agreement, Distributors may not recruit other UNO Distributors or Merchants or customers for any other network marketing business. Following the cancellation of this Agreement, and for a period of one year thereafter, a former Distributor may not recruit any UNO Distributor or customer for another network marketing business, with the exception of a Distributor who is personally sponsored by the former Distributor. The Distributors and Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the United Kingdom 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, the Distributors and Company agree that this non-solicitation provision shall apply to all markets in which UNO conducts business.

The term “recruit” means actual or attempted solicitation, enrollment, encouragement or effort to influence in any other way, either directly or through a third party, another UNO Distributor or customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the Distributor’s actions are in response to an inquiry made by another Distributor or customer.

4.7.3. Downline Activity (Genealogy) Reports

 Downline Activity Reports made available for Distributor access and viewing at UNO’s official website, are considered confidential. Distributor access to their Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to UNO. Downline Activity Reports are provided to Distributors in the strictest of confidence and are made available to Distributors for the sole purpose of assisting Distributors in working with their respective Downline Organizations in the development of their UNO business. Distributors should use their Downline Activity Reports to assist, motivate and train their Downline Distributors. The Distributor and UNO agree that, but for this agreement of confidentiality and nondisclosure, UNO would not provide Downline Activity Reports to the Distributor. A Distributor shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

• • • Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;
    • Directly or indirectly disclose the password or other access code to his or her Downline Activity Report;
    • Use the information to compete with UNO or for any purpose other than promoting his or her UNO business;
    • Recruit or solicit any Distributor or Customer of UNO listed on any report or in any manner attempt to influence or induce any Distributor or customer of UNO to alter their business relationship with UNO;
    • Use or disclose to any person, partnership, association, corporation or other entity any information contained in any Downline Activity Report.

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

4.8. Cross-Sponsoring

Actual or attempted cross-sponsoring is strictly prohibited. “Cross-sponsoring” is defined as the enrollment of an individual or entity that already has a current Customer, Merchant or Distributor Agreement on file with UNO, or who has had such an agreement within the preceding 6 calendar months, within a different line of sponsorship. The use of a spouse or relative’s name, trade names, assumed names or fictitious ID numbers to circumvent this policy is prohibited. Distributors shall not demean, discredit or defame other UNO Distributors in an attempt to entice another Distributor to become part of the first Distributor’s marketing organization. If a prohibited organization transfer occurs, UNO shall take disciplinary action against the Distributor(s) who engaged, acquiesced and/or knowingly participated in the improper cross-sponsoring. However, it shall be entirely within UNO’s discretion where in the genealogical structure, the cross-sponsored organization in question shall be placed or otherwise distributed.

Because equities often exist in favor of both upline organizations, DISTRIBUTORS WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY FOR ITS DECISION REGARDING THE FINAL DISPOSITION OR PLACEMENT OF THE CROSSSPONSORED ORGANIZATION.

 4.9. Errors or Questions

 If a Distributor has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Distributor must notify the Distributor Care Department at 5357 Candlespice Way Las Vegas, NV 89135, in writing, within 15 days of the date of the purported error or incident in question. UNO will not be responsible for any errors, omissions or problems not reported to the Company within 15 days.

 4.10. Sales Aids Optional

Distributors are not required to carry sales aids. Distributors who do so must make his or her own decision with regard to these matters. To ensure that Distributors are not encumbered with Company Sales Aids, such Sales Aids may be returned to UNO upon the Distributors cancellation pursuant to the terms of Section 4.4.3.

4.11. Governmental Approval or Endorsement

Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling program. Therefore, Distributors shall not represent or imply that UNO or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.

4.12. Holding Applications or Enrollments

 Distributors must not manipulate enrollments of new applicants or Merchant enrollments. All Distributor Applications and Agreements and Service orders must be sent within 72 hours from the time they are signed by a Distributor or placed by a merchant.

 4.13. Identification

 All Distributors are required to provide their Social Security Number or Federal Tax Identification Number to UNO on the Distributor Application and Agreement.

Upon enrollment, the Company will provide a unique Distributor Identification Number to the Distributor by which he or she will be identified. This number will be used to place orders and track commissions and bonuses.

 4.14. Income Taxes

Each Distributor is responsible for paying local, state and federal taxes on any income generated as a Distributor. If an UNO business is tax exempt, the Federal Tax Identification Number must be provided to UNO. Every year, UNO will provide IRS Form 1099 (non-employee compensation) earnings statement to each U.S. resident who (a) had earnings of over $600 in the previous calendar year or (b) made purchases during the previous calendar year in excess of $5,000 wholesale. UNO cannot accept a tax-exempt certificate from an Distributor who resides in a state where tax exempt status is not granted for Direct Sales businesses. Distributors are encouraged to check with their state government before sending a form to UNO.

 4.15. Independent Contractor Status

 Distributors are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between UNO and its Distributors does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Distributor. Distributors shall not be treated as an employee for his or her services or for federal or state tax purposes. All Distributors are responsible for paying local, state and federal taxes due from all compensation earned as a Distributor of the Company. The Distributor has no authority (expressed or implied) to bind the Company to any obligation. Each Distributor shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Distributor Agreement Form, and these Policies and Procedures, and applicable laws.  If required by law to declare any UNO Distributors be classified as employees, UNO reserves the right to discontinue operating within the jurisdiction making such declaration.

The name of UNO and other names as may be adopted by UNO are proprietary trade names, trademarks and service marks of UNO. As such, these marks are of great value to UNO and are supplied to Distributors for their use only in an expressly authorized manner. Use of the UNO name on any item not produced by the Company is prohibited except as follows:

Distributor’s Name

UNO Distributor

All Distributors may list themselves as an “UNO Distributor” in the residential telephone directory (“white pages”) under their own name. Distributors may not place telephone directory display ads in the classified directory (“Yellow Pages”) using UNO’s name or logo. Distributors have no right to use the name “UNO” not in the syntax of “UNO” on any item not produced by the company.

Distributors may not answer the telephone by saying “UNO,” “UNO Processing,” or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of UNO.

Advertising is not limited to print media; it also includes internet advertising and other forms of advertising.  It is prohibited for a Distributor to use an internet or email address that utilizes the trade name UNO, or includes UNO in a portion of the address. It is also prohibited for a Distributor to use any website materials that reference or relate to UNO that are not authorized in writing by UNO on a website.  It is also prohibited for a Distributor to place links to unauthorized websites or webpages onto a website or webpage that has been authorized by UNO. It is also prohibited for a Distributor to use any website materials on a website that references or relates to UNO that is not authorized in writing by UNO.

 4.16. Insurance

4.16.1. Business Pursuits Coverage

 You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy may not cover business related injuries or the theft of or damage to your business. Contact your insurance agent to make sure that your business property is protected.

 4.17. International Marketing

 Because of critical legal product and tax considerations, UNO must limit the marketing and enrollment of UNO services and the presentation of the UNO business to prospective customers, Merchants and Distributors located within any jurisdiction officially opened by UNO. Distributors are only authorized to do business in the countries in which UNO has announced are open for business in official Company literature.

 4.18. Laws and Ordinances

 Distributors shall comply with all federal, state and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Distributors because of the nature of their business. However, Distributors must obey those laws that do apply to them. If a city or county official tells a Distributor that an ordinance applies to him or her, the Distributor shall comply with the law.

 4.19. Minors

Distributors shall not enroll or recruit individuals under the age of 18 into the UNO program.  The one exception to this is if the minor has been adjudicated as an emancipated minor by a court of competent jurisdiction.

 4.20. Actions of Household Members or DISTRIBUTOR Individuals.

4.20.1. Generally

 If any member of a Distributor household, family, or other Distributor individual engages in any activity that, if performed by the Distributor, would violate any provision of the Agreement, such activity will be deemed a violation by the Distributor and UNO may take disciplinary action pursuant to the Statement of Policies against the Distributor.

An exception to the one-business-per- Distributor rule will be considered on a case-by-case basis if two Distributors marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.

4.2o.2. UNO Household Restrictions

 Individuals of the same family unit may only hold a single postition together. A “family unit” is defined as spouses or domestic partners.

 4.21. Legal Status as Distributor

Some countries have recently passed legislation which further limits and identifies the requirements to maintain independent contractor status.  It is important to know what your country laws are on this subject.  UNO will take no action which may subject them to a situation whereby the Representatives shall be considered employees.

4.22. Requests for Records

 Any request from a Distributor for copies of invoices, agreements, Downline activity reports or other records/reports will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.

 4.23. Sale, Transfer or Assignment of UNO Business

Although an UNO business is a privately owned, independently operated business, the sale, transfer or assignment of an UNO business, and the sale, transfer or assignment of an interest in a Business Entity that owns or operates an UNO Distributor business, is subject to certain limitations.  If a Distributor wishes to sell his or her UNO business, or interest in a Business Entity that owns or operates an UNO business, the following criteria must be met:

• The selling Distributor must offer UNO the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. UNO shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
• The buyer or transferee must become a qualified Distributor. Before the sale, transfer or assignment can be finalized and approved by UNO, any debt obligations the selling party has with UNO must be satisfied.
• The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign an UNO Distributor business.

Prior to selling a Business Entity interest, the selling party must notify UNO’s Compliance Department in writing and advise of his or her intent to sell UNO’s business or Business Entity interest.  The selling party must also receive written approval from the Compliance Department before proceeding with the sale.

 4.24. Separation of an UNO DISTRIBUTOR Business

In the event of a dissolution of marriage of an UNO Distributor, and a spouse, arrangements must be made to assure that any division of the business assets is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other Distributors and the Company, UNO may be forced to involuntarily terminate the Distributor Agreement.  UNO will make no arrangements without court approval or direction.

During the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution.

Under no circumstances will the Downline Organization of divorcing spouses be divided. Similarly, under no circumstances will UNO split commission and bonus checks between divorcing spouses. UNO will recognize only one Downline Organization and will issue only one commission check per UNO business per commission cycle. Commission checks shall always be issued to the individual whose name appears on the Distributor Agreement.  UNO will in no case be liable or responsible for any error in payment to either party to the divorce.

 4.25. Sponsoring

All active Distributors in good standing have the right to sponsor and enroll others into UNO. Each prospective Distributor has the ultimate right to choose his or her own sponsor. If two Distributors claim to be the sponsor of the same new Distributor, the Company shall regard the first application received by the Company as controlling.

4.26. The Data Management Rule

 The Data Management Rule is intended to protect the Line of Sponsorship (LOS) for the benefit of all Distributor, as well as UNO. LOS information is information compiled by the Company that discloses or relates to all or part of the specific arrangement of sponsorship within the UNO business, including, without limitation, Distributor lists, sponsorship trees, and all Distributor information generated therefrom, in its present and future forms. The UNO LOS constitutes a commercially advantageous, unique, and proprietary trade secret (Proprietary Information), which it keeps proprietary and confidential and treats as a trade secret. UNO is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by UNO and its Distributor. Through this Rule, Distributors are granted a personal, non-exclusive, non-transferable and revocable right by UNO to use Proprietary Information only as necessary to facilitate their business as contemplated under these Policies and Procedures. The Company reserves the right to deny or revoke this right, upon reasonable notice to the Distributor stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of UNO, such is necessary to protect the confidentiality or value of Proprietary Information. All Distributors shall maintain Proprietary Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof.

5.1. Change of Address or Telephone

To ensure timely delivery of products, support materials and commission checks, it is critically important that UNO’s files are current. DISTRIBUTORs planning to move should mail UNO corporate office, at 5357 Candlespice Way Las Vegas, NV 89135, their new address and telephone numbers. In the alternative, Distributor may email UNO at customer service email provided on website.  To guarantee proper delivery, two-weeks advance notice to UNO is recommended on all changes.

5.2. Continuing Development Obligations

5.2.1. Ongoing Training

Any Distributor who sponsors another Distributor into UNO must perform a bona fide assistance and training function to ensure that his or her Downline is properly operating his or her UNO business. Distributors must have ongoing contact and communication with the Distributors in their Downline Organizations. Examples of such contact and communication may include, but are not limited to, newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail and the accompaniment of Downline Distributors to UNO meetings, training sessions, and other functions. Upline Distributors are also responsible to motivate and train new Distributors in UNO product knowledge, effective sales techniques, the UNO Compensation Plan and compliance with Company Policies and Procedures. Communication with and the training of Downline Distributors must not, however, violate Section 4.2 (regarding the development of Distributor -produced sales aids and promotional materials). Distributors cannot charge for training.

Upon request, every Distributor should be able to provide documented evidence to UNO of his or her ongoing fulfillment of the responsibilities of a sponsor.

5.2.2. Increased Training Responsibilities

As Distributors progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge and understanding of the UNO program. They will be called upon to share this knowledge with lesser-experienced Distributors within their organization.

5.2.3. Ongoing Sales Responsibilities

Regardless of their level of achievement, Distributors have an ongoing obligation to continue to personally promote sales through the generation of new customers or merchants and through servicing their existing customers or merchants.

5.3. Non-disparagement

 UNO wants to provide its Distributors with the best products, compensation plan and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the UNO corporate offices. While UNO welcomes constructive input, negative comments and remarks made in the field by Distributors about the Company, its products or Compensation Plan serve no purpose other than to sour the enthusiasm of other UNO Distributors. For this reason, and to set the proper example for their Downline, Distributors must not disparage, demean or make negative remarks about UNO, other UNO Distributors, UNO’s services, the Compensation Plan or UNO’s directors, officers or employees.

 5.4. Providing Documentation to Applicants

 Distributors must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Distributors before the applicant signs an Distributor Agreement. Additional copies of Policies and Procedures can be found on the UNO website at mannasourceinternational.com, or in your business center under the forms section.

 5.5. Reporting Policy Violations

Distributors observing a policy violation by another Distributor should submit a written report of the violation directly to the attention of the UNO Compliance Department. Details of the incident(s), such as dates, number of occurrences, persons involved and any supporting documentation, should be included in the report.

6.1. Product Sales

The UNO Compensation Plan is based upon the sale of UNO products and services to end user consumers. Distributors must fulfill personal and Downline organization sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement.

6.2. Retail Sales

 UNO wants to ensure that prices for its products and services are not destabilized when sold through a retailing environment. Therefore, Products sold in a retail environment will be subject to a minimum advertised retail price. The minimum advertised price of UNO’s products is listed on the UNO website. Any Distributor who knowingly fails to honor the minimum price set by UNO for its products and services will be subject to termination.

Distributors shall only be permitted to sell UNO products in an appointment-based business, but not in any stores. Distributors shall not sell UNO products through websites including Amazon, eBay, Facebook, or any other online platform.

 6.3. Territory Restrictions

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

7.1. Bonus and Commission Qualifications

A Distributor must be active and in compliance with the Agreement and these policies to qualify for bonuses and commissions. So long as a Distributor complies with the terms of the Agreement and these policies, UNO shall pay commissions to such Distributor in accordance with the Compensation Plan. The minimum amount for which UNO will issue a commission payment is $25.00.

7.2. Commission Payments and Promotions

7.2.1 Payments, Calculations, and Bonuses

 Commissions will be mailed out in accordance with the Compensation Plan. Commissions will be calculated according to the level for which a Distributor actually satisfied all of the requirements according to the Compensation Plan rather than the highest rank or title achieved. Commission reports will be provided to Distributors on-line, via web access.

 7.2.2. Promotions

Promotions are determined based on business organization and sales activity for each applicable period.

 7.3. Adjustment to Bonuses and Commissions

 7.3.1. Adjustments for Returned Products

 Distributors receive bonuses and commissions based on the actual enrollment for services to merchants. When a service is cancelled and refund is authorized by the Company, the bonuses and commissions attributable to the refunded service(s) will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered from the Distributors who received bonuses and commissions on the sales of the refunded service(s).

 7.4. Unclaimed Commissions and Credits

 Distributors must deposit or cash commission and bonus checks within six months from their date of issuance. A check that remains uncashed after six months will be void. There shall be a $50.00 charge for reissuing a check. These charges shall be deducted from the balance owed to the Distributor.

 7.5. Reports

 All information provided by UNO in online or telephonic Downline Activity Reports, including but not limited to personal and group sales volume (or any part thereof), and Downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors, including the inherent possibility of human and mechanical error; the accuracy, completeness and timeliness of orders; denial of credit card and electronic check payments; returned products; and credit card and electronic check charge-backs, the information is not guaranteed by UNO or any persons creating or transmitting the information. All personal and group sales volume information is provided “as is” without warranties, expressed or implied, or representations of any kind whatsoever. 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, UNO and/or other persons creating or transmitting the information will in no event be liable to any Distributor 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 sales 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 UNO 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, UNO 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 UNO’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 use of and access to UNO’s online reporting services and your reliance upon the information.

8.1. Retail Sales

Personal service and retail sales to the customer are the foundation of UNO.  The entire commission structure is based upon volume of retail sales referred by the individual Distributor zas well as their entire organization.

8.2. Voluntary Cancellation of Contract

Requests by an UNO Distributor to return their sales aids for a refund will be treated as a request to voluntarily cancel that Distributor business. If a Distributor wishes to return sales aids purchased within the last 3-month period, the Company shall repurchase the sales aids and the Distributor’s Agreement shall be canceled. A Distributor may only return sales aids purchased by him or her that are in new and resalable condition.

Upon receipt of the sales aids, the Distributor will be reimbursed 90% of the cost of the original purchase price(s), not to include shipping and handling charges. If the purchases were made through a credit card, the refund will be credited back to the same account.

• Distributor must inform the company of intent to exercise the sales aid buy-back option within 10 business days of resignation notice.
• All products to be returned for refund under this provision must be approved in advance of shipment to UNO, by calling the Customer Services Department.
• Distributor will be asked to submit invoices detailing the sales aid items to be returned.
• Upon approval from the company, returns may be sent to the company’s headquarters and must be accompanied by an invoice copy for each item.

9.1 Disciplinary Sanctions

Violation of the Agreement, these Policies and Procedures or any illegal, fraudulent, deceptive or unethical business conduct by a Distributor may result, at UNO’s discretion, in one or more of the following corrective measures:

• Issuance of a written warning or admonition;
• Requiring the Distributor to take immediate corrective measures;
• Imposition of a fine, which may be withheld from bonus and commission checks;
• Loss of rights to one or more bonus and commission checks;
• The withholding from a Distributor of all or part of the Distributor’s bonuses and commissions during the period that UNO is investigating any conduct allegedly in violation of the Agreement. If a Distributor’s business is canceled for disciplinary reasons, the Distributor will not be entitled to recover any commissions withheld during the investigation period;
• Suspension of the individual’s Distributor Agreement for one or more pay periods;
• Involuntary termination of the offender’s Distributor Agreement;
• Any other measure expressly allowed within any provision of the Agreement or that UNO deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Distributor policy violation or contractual breach; or
• In situations deemed appropriate by UNO, the Company may institute legal proceedings for monetary and/or equitable relief.

9.2. Grievances and Complaints

When a Distributor has a grievance or complaint with another Distributor regarding any practice or conduct in relationship to their respective UNO businesses, the complaining Distributor should first report the problem to his or her sponsor, who should review the matter and try to resolve it with the other party’s Upline sponsor. If the matter cannot be resolved, it must be reported in writing to the Company. The Company will review the facts and determine if a policy violation has occurred and take appropriate action.

9.3. Arbitration

 Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association or other recognized arbitration service, under the American Arbitration Association rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Distributors waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Nevada unless the laws of the country in which an Distributor resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Civil Procedure Rules of the state of Nevada. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions, with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Association provides. The prevailing party shall be entitled to receive from the losing party, OR each party to the arbitration shall be responsible for its own, costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Nothing in these Policies and Procedures shall prevent UNO from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect UNO’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

9.4. Governing Law, Jurisdiction and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside in Nevada, United States of America. The American Arbitration Association shall govern all matters relating to arbitration. The law of the United States shall govern all other matters relating to or arising from the Agreement.

10.1. Effect of Cancellation

So long as a Distributor remains active and complies with the terms of the Distributor Agreement and these Policies and Procedures, UNO shall pay commissions to such Distributor in accordance with the Compensation Plan. A Distributor bonuses and commissions constitute the entire consideration for the Distributor efforts in generating sales and all activities related to generating sales (including building a Downline Organization). Following an Distributor’s termination for inactivity, or voluntary or involuntary termination of his or her Distributor Agreement (all of these methods are collectively referred to as “termination”), the former Distributor shall have no right, title, claim or interest to the marketing organization that he or she operated, or any commission or bonus from the sales generated by the organization. A Distributor whose business is terminated will lose all rights as a Distributor. This includes the right to sell UNO products and services and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of the Distributor’s former Downline sales organization. In the event of termination, Distributors agree to waive all rights they may have, including but not limited to property rights, to their former Downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Downline organization.

Following a Distributor termination of his or her Distributor Agreement, the former Distributor shall not hold himself or herself out as an UNO Distributor. A Distributor whose Distributor Agreement is terminated shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary termination).

10.2. Involuntary Termination

A Distributor violation of any of the terms of the Agreement, including any amendments that may be made by UNO in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary termination of his or her Distributor Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the Distributor’s last known address (or fax number), or to his or her attorney, or when the Distributor receives actual notice of termination, whichever occurs first.

10.3. Voluntary Termination

 A Distributor has a right to cancel, at any time, regardless of reason. Termination must be submitted in writing to the Company at its principal business address. The written notice must include the Distributor’s signature, printed name, address and Distributor ID number. Distributors who have resigned may re-apply to become a Distributor with UNO after 6 months. A Distributor’s position is subject to termination due to inactivity (i.e., merchant enrollments, no commissions, no sponsoring; and no attendance at any UNO functions, participation in any other form of Distributor’s activity, or operation of any other UNO business) after being inactive for six (6) full calendar months.

 10.4. Non-Renewal

A Distributor may also voluntarily cancel his or her Distributor Agreement by failing to maintain the Agreement annually. The Company may also elect not to renew an Distributor’s Agreement.

10.5. Complete Agreement

These Policies and Procedures, any and all modifications made by the Company, along with the Terms and Conditions and the Compensation Plan make up the entire agreement between Distributor and Company.