Policies and Procedures

As of September 12, 2024 

The Policies and Procedures contained herein were established to explain and define the rights and responsibilities for use of the www.Xyngenta.com web site and all content, services and products available at or through the web site. The Web site is offered subject to your acceptance without modification of all the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Xyngenta’s Privacy Policy) and procedures that may be published from time to time on this Site by www.Xyngenta.com (collectively, the “Agreement”). While most of these Terms and Conditions are focused on being an Introductory Partner, VIP member, or Premium Partner, they apply to everyone, including Introductory Partners, VIP members, and Premium Partners as well.

Please read this Agreement carefully before accessing or using the web site. Each Independent Representative, Introductory Partner, VIP member, and Premium Partner agrees, without reservation, to all the terms and conditions contained herein and holds Xyngenta LLC free from any and all liability that may result from this agreement between the Independent Representative and Xyngenta LLC. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the web site or use any services. If these terms and conditions are considered an offer by www.Xyngenta.com, acceptance is expressly limited to these terms.

1. Your www.Xyngenta.com Account.You are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify Xyngenta of any unauthorized uses of your account or any other breaches of security. www.Xyngenta.com will not be liable for any acts by You, including any damages of any kind incurred as a result of you using any of our services.

It is your responsibility to safeguard the password you use to access our Site, and to promptly advise us if you ever suspect that your password has been compromised. We strongly encourage you to change your password regularly to prevent unauthorized access. Because your identification number and password are specific to you, you acknowledge sole responsibility for any and all use of our Site conducted with your identification number and password.

A. Age of Majority.  In order to become an Introductory Partner, VIP member, or Premium Partner, all Applicants must have reached the age of majority, usually eighteen (18) years of age, in the jurisdiction in which they reside.

B.A new Introductory Partner, VIP member, or Premium Partner is authorized by the Company to exercise their rights and operate when he or she joins as an Introductory Partner, VIP member, or Premium Partner by submitting the required fields of information on any of the join pages or upgrade pages of the website.

C. The right to accept, renew, or deny any Introductory Partner, VIP member, or Premium Partner remains solely with the Company.

D. An Introductory Partner, VIP member, or Premium Partner may be required to provide the Company with proof of residency, work authorizations, and ability to legally conduct business in the country in which they are conducting business.

E. Required Purchase. There is no product purchaserequired to maintain your active status on the website as an Introductory Partner. VIPs and Premium Partners must maintain their monthly membership fee.

F. Business Entities. If the Introductory Partner, VIP member, or Premium Partner is a Business Entity, the Applicant may also be required to provide an Identification Number for the Business Entity, and a Statement of Beneficial Interest, which must include the signature and Identification Number or other personal identification number of every Person having a Beneficial Interest in the Business Entity. To verify the form of the Business Entity, Beneficial Interest holders, and authorized signatories, the Company may require, at any time, the Applicant to submit a copy of its articles of organization, articles of incorporation or other charter documentation.

G. Identification Number. For tax reporting (where required) and identification purposes (where permitted by law), the Company requires Applicants to provide the Identification Number or other personal identification number. Failure to provide this number may result in rejection of the Application or cancellation of the position or commissions withheld.

H. Inaccurate Information. If the Company determines that an Introductory Partner, VIP member, or Premium Partner submitted inaccurate or false information, it may immediately terminate that person or entity or declare the Introductory Partner, VIP member, or Premium Partner Agreement null and void from its beginning.

Further, it is the obligation of the Introductory Partner, VIP member, or Premium Partner to report to the Company on an ongoing basis any changes which affect the accuracy of the Agreement.

I. Non-Exclusive Territory. The authorization of an Introductory Partner, VIP member, or Premium Partner to exercise Rights and operate hereunder does not include a grant of an exclusive franchise or territory, nor is an Introductory Partner, VIP member, or Premium Partner allowed to make such claims.

J. Disputes. Introductory Partners, VIP members, or Premium Partners will not dispute any charges with their bank or credit card provider BEFORE contacting Xyngenta for a refund, adjustment or exchange. All chargebacks without seeking resolution will result in termination and permanent ban of future account.

2. Responsibility of Introductory Partners, VIP members, and Premium Partners
    A.Independent Contractor. An Introductory Partner, VIP member, or Premium Partner is an independent contractor and is responsible for his or her own business expenses, decisions, and actions.
   
   
   

   B. An Introductory Partner, VIP member, or Premium Partner’s work hours, business expenditures, and business plans are not dictated by the Company. An Introductory Partner, VIP member, or Premium Partner shall make no printed or verbal representations which state or imply otherwise.
   
   

   C. An Introductory Partner, VIP member, or Premium Partner is fully responsible for all of his or her verbal and/or written statements made regarding the Products, services, and the Compensation Plan which are not expressly contained in official Company materials and the Introductory Partner, VIP member, or Premium Partner agrees to indemnify the Company against any claims, damages, or other expenses, including attorneys’ fees, arising from any representations or actions made by the Introductory Partner, VIP member, or Premium Partner that are outside the scope of the Contract. The provisions of this Section survive the termination of the Contract.
   
   

   D. Retail Sales. Achieving success as an Introductory Partner, VIP member, or Premium Partner requires time, effort and commitment. Success requires regular and repeated Sales.
   
   E. Detrimental Conduct. If any conduct by an Introductory Partner, VIP member, or Premium Partner is determined by the Company to be injurious, disruptive, or harmful to the Company or to other Introductory Partner, VIP member, or Premium Partner, the Company may take appropriate action against the Introductory Partner, VIP member, or Premium Partner as the company deems necessary.
   
   F. Insurance. The Company encourages its Introductory Partner, VIP member, or Premium Partner to consult with an attorney regarding the extent of their personal legal liability with respect to their independent businesses.
   
   G. Privacy of Introductory Partner, VIP member, or Premium Partner Information. Introductory Partner, VIP member, or Premium Partner’s authorize the Company to disclose its contact information to the Introductory Partner, VIP member, or Premium Partner’s Downline Organization.
   
   H. Notification of Adverse Action. An Introductory Partner, VIP member, or Premium Partner shall immediately notify the Company in writing of any potential or actual legal claims from third parties against the Introductory Partner, VIP member, or Premium Partner arising from, or associated with, the Introductory Partner, VIP member, or Premium Partner’s Business or the Downline Organization that may adversely affect the Company. After notifying the Company, the Company may take any action necessary to protect itself, including controlling any litigation or settlement of the legal claims. If the Company takes action in the matter, the Introductory Partner, VIP member, or Premium Partner shall not interfere or participate in the matter.
   
   I. Release for use of Photo, Audio, or Video Image, and/or testimonial Endorsement. The Company may take photos, audio or video recordings, or written or verbal statements of an Introductory Partner, VIP member, or Premium Partner at Company events or may request the same directly from an Introductory Partner, VIP member, or Premium Partner. The Introductory Partner, VIP member, or Premium Partner agrees to and hereby grants the Company the absolute and irrevocable right and permission, to use, re-use, broadcast, rebroadcast, publish, or republish any such photo, audio, video, or endorsement, in all or in part, individually or in conjunction with any other photograph or video, or any other endorsement, in any current or future medium and for any purpose whatsoever, including (but not by way of limitation) marketing, advertising, promotion, and/or publicity; and to copyright such photograph and/or video, in the original or as republished, in the name of the Company, or in any other name.Regardless of any other agreements or contracts the Introductory Partner, VIP member, or Premium Partner may have with any other entity, the Introductory Partner, VIP member, or Premium Partner agrees that any use by the Company as set forth in this Section shall be royalty free, is a work made for hire, and is not subject to any other claim. The Introductory Partner, VIP member, or Premium Partner agrees to defend and indemnify the Company against any claims by any other party arising out of the Company’s use of the rights granted herein. The Introductory Partner, VIP member, or Premium Partner confirms that the information he or she may give as a testimonial endorsement, or as represented in a photograph, video or audio is true and accurate to the best of his or her knowledge. The Introductory Partner, VIP member, or Premium Partner waives any right he or she may have to inspect or approve the finished or unfinished product(s), the advertising copy, printed, recorded, photographic or video matter which may be used in connection with it or any use that may be made of it.
   
   J. Conducting Business Internationally. An Introductory Partner, VIP member, or Premium Partner has the right to operate in any Authorized Country where the Introductory Partner, VIP member, or Premium Partner  may lawfully conduct Business. It is an Introductory Partner, VIP member, or Premium Partner’s responsibility to comply with all national and local laws, ordinances, and regulations when conducting Introductory Partner, VIP member, or Premium Partner Business in any Authorized Country.

   1. Only with the Company’s approval, an Introductory Partner, VIP member, or Premium Partner may attempt to secure approval, licensing, distribution and/or registration for products or business practices, trademarks, trade names, or internet domain names; or establish any kind of business in international countries and markets on behalf of the Company.
      
      
   2. An Introductory Partner, VIP member, or Premium Partner may not sell, distribute, license, or register products or business practices, use trademarks, trade names or internet domain names in any country without approval of the company.
      
      

   K. A list of countries where business is approved will be available on the website.

Introductory Partners, VIP members, and Premium Partners will:

a. Conduct themselves in an ethical and professional manner;

b. Sell Xyngenta’s (the Company’s) products and services in accordance with the compensation plan;

c. Make it clear that success in the Company’s compensation plan is based on product purchases rather than sponsoring;

d. Represent the compensation plan only as prescribed by the Company;

e. Be truthful in your representation of the Products and make no Product claim that is not approved by and/or supported by official Company publications;

f. Comply with all applicable national and local laws, regulations, and ordinances;

g. Maintain current and accurate information concerning the address, phone number, email, social security number, method of payment, and any other data on their file.

h. Comply at all times with each of the terms and conditions of the Contract.

i. Conduct all activities in the best interests of the Company.

j. Upline leaders shall use their best efforts to resolve disputes in their Downline Organizations. Any personal disputes between Introductory Partner, VIP member, or Premium Partner’s must be resolved quickly, privately, and in the best interests of the Company.

Introductory Partners, VIP members, and Premium Partners will not:

a. Engage in deceptive, unlawful, or unethical business or recruiting practices;

Examples of unethical practices include, but are not limited to, the following:

1. Use of another Introductory Partner, VIP member, or Premium Partner’s credit card without express written permission;
2. Unauthorized use of any Company Confidential Information;
3. Cross-Company Recruiting (including aiding and abetting another to Cross-Company Recruit);
4. Making unapproved claims about Products and Services;
5. Making income claims about the Company which are not compliant with the provisions of the Terms and Conditions;
6. Making false statements or misrepresentation of any kind, including but not limited to: untruthful or misleading representations or sales offers relating to the quality, availability, grade, price, terms of payment, refund rights, guarantees, or performance of Products and Services;
7. Personal conduct that discredits the Company and/or its Introductory Partners, VIP members, and Premium Partners;
8. Violating the laws and regulations pertaining to the Company;
9. Failing to meet Introductory Partner, VIP member, or Premium Partner  responsibilities;
10. Violating the Code of Ethics; or 
11. Violating the Terms and Conditions.

b. Engage in high-pressure selling or recruiting practices;

c. Make misleading sales claims or guarantees concerning the company’s products and services;

d. Make misleading claims or guarantees concerning potential earnings;

e. Sponsor or enroll minors or persons who are not capable of making an informed decision;

f. Conduct business activities in countries other than those approved by Xyngenta;

g. Purchase Business Volume on another Member or Customer’s account to qualify for any bonus or commission; or

h. Seek in any way to violate or circumvent Xyngenta policies.

i. Represent himself or herself as an agent, employee, partner, or joint venture with the Company.

j. Make purchases or enter into any transactions in the Company’s name.

k. Violate any laws which apply to unfair competition or business practices, including any law that prohibits the advertising, offer to sell, or sale of Products at less than the Wholesale price of the Products.

l. Offer or promote any non-approved non Company plans, incentives, opportunities, or non-approved Sales Tools in conjunction with the promotion of Products.

m. Make disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons with regard to:

• guarantees of Commissions
• the Company, its Products, its commercial activities, or its Introductory Partners, VIP members, or Premium Partners
• other companies, including competitors, their services, products or commercial activities.

n. Allege or imply that he or she has a unique relationship with, advantage with, or access to the Company executives or employees that other Introductory Partner, VIP member, or Premium Partner’s do not have.

o. Rely on the Company to provide legal, tax, financial, or other professional advice, nor may it rely on any such advice if given.

Additionally, if you post material to the Web site, post links on the Web site, or otherwise make (or allow any third party to make) material available by means of the Web site (any such material), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;

you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

the Content is not spam, and does not contain unethical content to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

the Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party; and you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Xyngenta or otherwise. By submitting Content to Xyngenta for inclusion in any of our services, you grant www.Xyngenta.com a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your account. If you delete Content, Xyngenta will use reasonable efforts to remove it from the Web site, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Xyngenta has the right (though not the obligation) to, in Xyngenta’s sole discretion (i) refuse or remove any content that, in Xyngenta’s reasonable opinion, violates any Xyngenta policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Web site to any individual or entity for any reason, in Xyngenta’s sole discretion. Xyngenta will have no obligation to provide a refund of any amounts previously paid.

3. Unacceptable Use.The following activities are strictly prohibited, with no exceptions:

Violations of the rights of any person or company protected by copyright, trade secret, patent or other intellectual property, or similar laws or regulations, including, but not limited to, the installation or distribution of “pirated” or other software products that are not appropriately licensed for use.

Effecting security breaches. Security breaches include, but are not limited to, accessing data of which the member/user is not an intended recipient. Port scanning or security scanning is expressly prohibited unless prior notification to Xyngenta is made.

Disruption of network communication and or Interfering with or disruption of service to any user. (for example, denial of service attack). For purposes “disruption” includes, but is not limited to, unreasonable amounts of traffic, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious / non-malicious purposes.

Distribution of images and file types known to be used for malicious purposes. (for example ade, .adp, .and, .av, .ana, .bas, .bat, .crc, .cer, .chm, .cmd, .cnt, .cpl, .crt, .csh, .dat, .exe, .exp, .fwl, .fxp, .hash, .hta, .inf, .ins, .isp, .its, .js, .jse, .ksh, .msi, .msp, .nmap, .ocx, .onion, .reg, .tor, .vminer, .vddos, .vbrk)

4. Fees and Payment.Optional paid services and or products are available on the Web site. By selecting a service, you agree to pay Xyngenta the monthly or annual subscription fees (or fee) as indicated for that service. Payments will be charged on the day you sign up for a premium service or purchase a product and will cover the use of that service / Product for a monthly, annual, lifetime, or period as indicated. Service fees & Monies paid for products are not refundable due to AML regulations and the digital nature of said product & services.

5. Compensation.Xygenta’s Introductory Partners, VIP members, or Premium Partners may participate in our compensation program as outlined on the Comp Plan page of the website

 

Commissions are paid as outlined on the Comp Plan page of the website. All Introductory Partners, VIP members, or Premium Partners understand BEFORE joining or purchasing any product or service that there is NO GUARANTEED EARNINGS. Introductory Partners, VIP members, Premium or Partners understand that any and all content on the website is not to reflect earnings, but to be used only for demonstration purposes and as a representation of company growth and does not mean anything in terms of commissions.

Introductory Partners, VIP members, and Premium Partners should not participate in Xyngenta under the expectation of earning income without referring new Introductory Partners, VIP members, or Premium Partner. Neither Xyngenta, nor its Introductory Partners, VIP members, or Premium Partners can guarantee “spillover” or earnings simply by becoming an Introductory Partner, VIP member, or Premium Partner.

Although it is possible, Introductory Partners, VIP members, or Premium Partners should NOT expect to make a profit simply by becoming an Introductory Partner, VIP member, or Premium Partner as it is very possible that will not occur.

Xyngenta cannot guarantee that Introductory Partners, VIP members, or Premium Partners earn a profit by implementing the training materials provided. The training materials are for educational purposes only. No Introductory Partner, VIP member, or Premium Partner should spend money that they cannot afford to lose to purchase products, advertising materials, services or anything else related to Xyngenta. It is possible that you will NOT earn any income as an Introductory Partner, VIP member, or Premium Partner of Xyngenta.

A. Earnings. Commissions are paid to Introductory Partners, VIP members, or Premium Partners who qualify pursuant to the Compensation Plan and who are in compliance with the Contract. An Introductory Partner, VIP member, or Premium Partner’s success is only achieved through the regular and repeated purchase of products and services and the regular and repeated product and services sales by its Downline Organization. As the success of any Introductory Partner, VIP member, or Premium Partner depends largely on the personal efforts of that Introductory Partner, VIP member, or Premium Partner, the Company does not guarantee any level of profit or success, nor does it guarantee an Introductory Partner, VIP member, or Premium Partner a specific income. An Introductory Partner, VIP member, or Premium Partner does not receive compensation for sponsoring or recruiting other Introductory Partners, VIP members, or Premium Partners. The only way to earn Commissions is through the sale of Products and Services.

B. Payment. The Company will pay Commissions to qualified Introductory Partners, VIP members, or Premium Partners on Product orders and Memberships which:

(i) are received by the Company before the end of the Commission period, and

(ii) have been fully paid with appropriate payment.

Commissions are paid in the name of the Person or Business Entity listed in Payment Option link on the My Earnings section of the website. When no payment option is selected, commissions will be held until selected.

C. Commission Payments. In the event that a Commission payment does not arrive and has been returned to the company, the company will resend the commission at no additional charge.

D. Minimum Payment Amount. Introductory Partners, VIP members, or Premium Partners will select how they choose to get paid on the Payment Options page of the website. The minimum amount for payment of commission payments is ten dollars ($10 USD). Commissions less than the minimum for a pay period will accumulate until they equal or exceed the minimum payment amount.

E. Returned or Unpaid Payments. The Company makes every effort to ensure commission payments are received. However, if a commission payment is unpaid due to insufficient information or other reasons beyond the control of the Company, the payment will be held for the benefit of the Introductory Partner, VIP member, or Premium Partner for 90 days. After such 90 days, a monthly maintenance charge of ten dollars ($10 USD or equivalent local currency) will be deducted from the Introductory Partners, VIP members, or Premium Partners payment.

F. No Manipulation. Manipulation of the Compensation Plan is not permitted and may result in disciplinary action. Manipulation of the Compensation Plan includes, but is not limited to, an Introductory Partner, VIP member, or Premium Partner purchasing, to qualify for various Ranks or Commissions, large quantities of Product that are not sold through the direct marketing channel, placing orders in his/her Downline Organization, and any other actions that may violate state, federal or foreign anti-pyramid scheme laws. Such manipulations may, in the discretion of the Company, result in the suspension of Commissions and termination.

G. Deductions and Offsets. Introductory Partners, VIP members, or Premium Partners authorize the Company to deduct fees from its Commissions as outlined on the Payment Option page and/or as deemed appropriate at the sole discretion of the Company.

6. Marketing the Product and Opportunity.
   A. Use of Sales Tools. An Introductory Partner, VIP member, or Premium Partner may use only Sales Tools approved by the Company. The Introductory Partner, VIP member, or Premium Partner agrees that if it uses a fulfillment house or other third party to sell or distribute Sales Tools, the Introductory Partner, VIP member, or Premium Partner will enter into a non-disclosure agreement (to be provided by the Company) with the fulfillment house or third party to ensure that all Introductory Partner, VIP member, or Premium Partner’s and Customer information is protected from disclosure and remains the sole property of the Company.
   
   B. Approval of Sales Tools. An Introductory Partner, VIP member, or Premium Partner must submit all Sales Tools to the Company for approval prior to use. The Company has complete discretion whether to approve or reject a proposed Sales Tool. The approval process generally requires a minimum of three (3) weeks to complete. To comply with changing laws and regulations, the Company may rescind its prior approval of a Sales Tool, and may require the Introductory Partner, VIP member, or Premium Partner to remove from the market at its own cost and obligation a previously approved Sales Tool. If approved, the Company will issue an email to the Introductory Partner, VIP member, or Premium Partner confirming approval of said Sales Tools.
   
   

   C. Product Claims. The only claims and representations Introductory Partners, VIP members, or Premium Partners may make regarding Products are those found in the literature distributed by the Company. Any third-party material used for Introductory Partner, VIP member, or Premium Partner Business must comply with all federal and local laws and regulations. An Introductory Partner, VIP member, or Premium Partner may not make any express or implied health or medical claims of any kind relating to any Product except for those claims, if any, that are published in Company literature approved for the country in which the claims are presented. Under no circumstances may an Introductory Partner, VIP member, or Premium Partner prescribe any Product as suitable for a particular ailment. No claims may be made as to therapeutic or curative properties of any Product offered by the Company.
   
   

   D. No Altering. Introductory Partners, VIP members, or Premium Partners shall not re-label, alter or repackage any Products.
   
   

   E. No Endorsement Claims. No Introductory Partner, VIP member, or Premium Partner may imply that the promotion, operation, or organization of the Company has been approved, sanctioned, or endorsed by any governmental regulatory authority unless noted on company website.
   
   F. Income Claims Prohibition. An Introductory Partner, VIP member, or Premium Partner is prohibited from making false, misleading, or unrepresentative claims regarding earning potential. If an Introductory Partner, VIP member, or Premium Partner does make an income claim, it must be based on actual earnings and the Company’s current Annual Average Income Disclosure, posted on the Company’s website, must be presented concurrent with the income claim.
   
   G. Use of “Independent Introductory Partner, VIP member, or Premium Partner” in Advertising. If an Introductory Partner, VIP member, or Premium Partner selects a business title, the title must clearly state that the Introductory Partner, VIP member, or Premium Partner is a “Xyngenta Independent Introductory Partner, VIP member, or Premium Partner.” An Introductory Partner, VIP member, or Premium Partner’s title may not imply that the Introductory Partner, VIP member, or Premium Partner is an employee or agent of the Company. Each time the Company’s logo or name is used in writing and in relation to the Introductory Partner, VIP member, or Premium Partner, the Introductory Partner, VIP member, or Premium Partner must identify itself as an “Xyngenta Independent Introductory Partner, VIP member, or Premium Partner.”
   
   

   H. Methods of Advertising. Introductory Partners, VIP members, or Premium Partners may advertise using the following means:

   1. Newspaper: An Introductory Partner, VIP member, or Premium Partner may place a generic business opportunity advertisement in the classified section of a local newspaper, provided the advertisement conforms to all applicable laws and regulations.
   
   2. Phone Directory: Any Introductory Partner, VIP member, or Premium Partner may place a text listing of its name in the white or yellow pages of a telephone directory followed by “Xyngenta Independent Introductory Partner, VIP member, or Premium Partner.” Graphical and display ads in telephone directories are prohibited.
   
   3. Electronic Mail Advertisements: All advertisements sent via e-mail, telephone, or facsimile must comply with all anti-spamming laws for the state or country where the intended recipient resides. The Introductory Partner, VIP member, or Premium Partner is under obligation to research and comply with all laws concerning unsolicited commercial e-mail.
   
   

   4. Television and Radio: Television and radio advertising requires prior written approval from the Company. Requests should be submitted through customer support.
   
   

   5. Celebrity Endorsement: An Introductory Partner, VIP member, or Premium Partner may use a celebrity endorsement with written approval from the Company and the specific, prior, written approval of the endorsing celebrity for each use of the celebrity’s name.
   
   

   6. Fairs, Swap Meets, Etc.: An Introductory Partner, VIP member, or Premium Partner may sell or promote Products at bazaars, flea markets, fairs, swap meets, tradeshows or other similar gatherings only at a price of no less than the Introductory Partner, VIP member, or Premium Partner price of the products and or services listed on the website.
   
   

   I. Advertising at Company Sponsored Events. At Company-sponsored events, Customers, Members, or Affiliates may not, unless specifically authorized in writing by the Company, advertise, sell, or promote non-Company products or services, including, but not limited to: (i) the promotion of non-Company events, systems or materials, (ii) organized person to person solicitations, (iii) distribution of flyers, DVDs or other materials, or (iv) the use of any other form of promotion deemed inappropriate by the Company.
   
   J. Internet Advertising. Subject to the provisions herein, Introductory Partners, VIP members, or Premium Partners may use only a Company Licensed Website to promote Products or the business opportunity over the Internet. Promoting Products or the business opportunity through an unlicensed Internet website is strictly prohibited. Introductory Partners, VIP members, or Premium Partners that wish to operate a Company Licensed Website must meet the following criteria:

   1. An Introductory Partner, VIP member, or Premium Partner may not enter into a website licensing agreement until it has completed a website training course given by the Company.
   
   2. All licensed websites must first be reviewed and approved by the Company as Sales Tools. Licensed websites must be Company-specific and may not advertise, promote, or link to any other product or opportunity
   
   3. Introductory Partners, VIP members, or Premium Partners may not use any key words or meta tags to advertise any licensed website on the Internet if the search words or meta tags explicitly or implicitly present illegal or unsubstantiated health or income claims.
   
   4. The Company may revoke the license for any previously approved website at any time and for any reason, including changes to federal and local laws and regulations.
   
   

   5. Introductory Partners, VIP members, or Premium Partners may promote the business opportunity and Products and Services on social networking sites such as “Facebook” and “Twitter;” video sites such as “YouTube” and “Google Video;” and blogging sites such as “Wordpress” and “Blogger” (collectively “Social Media Sites”), provided the following conditions are met:

   a. All text, audio and video postings do not contain Product or income claims. For Product and Service information, Introductory Partners, VIP members, or Premium Partners may refer viewers to their Xyngenta replicated website, the Company website, or a Company Licensed Website;
   b. Videos posted to Social Media Sites must show the text “Xyngenta Independent Introductory Partner, VIP member, or Premium Partner” for the entirety of the video;
   c. The Company may monitor the Social Media Sites for compliance with the Contract and Introductory Partner, VIP member, or Premium Partner agrees to immediately remove or modify the Social Media Sites upon the Company’s request to comply with the Contract.
   
   

   k. Advertising and Selling Price of Products on the Internet.Introductory Partner, VIP member, or Premium Partners acknowledge and agree that the advertising and selling of all Products and Services on the Internet may only be done on a Company Licensed Website and the advertising and selling price of all Products and Services on such website (i) if sold to an Applicant, must not be lower than the Introductory Partner, VIP member, or Premium Partner  price of the Products and Services plus reasonable shipping and the amount the Company charges for taxes, and handling.

   In connection with this Section, the Introductory Partner, VIP member, or Premium Partner also agrees that all advertising regarding the price of Products and Services will be truthful and will not contain misleading statements (e.g. “lowest price available” which infers that an Introductory Partner, VIP member, or Premium Partner is able to sell the Product or Service at a price lower than other Introductory Partners, VIP members, or Premium Partners, etc.). Introductory Partner, VIP member, or Premium Partner acknowledges and agrees that he or she shall not advertise or sell any Products on the Internet which were purchased from another Introductory Partner, VIP member, or Premium Partner. Any violation of this Section by an Introductory Partner, VIP member, or Premium Partner shall constitute a breach of the Contract and will be subject to termination of the Introductory Partner, VIP member, or Premium Partner.
   
   

   L. Mass Communications.For purposes of this Section, “Mass Communications” are defined as communications intended to reach twenty (20) or more Introductory Partners, VIP members, or Premium Partners in the sender’s Downline Organization or at least three Introductory Partners, VIP members, or Premium Partners who are crossline, within a seven (7) day period. The following rules apply to all Mass Communications issued by an Introductory Partner, VIP member, or Premium Partner:

   1. Introductory Partners, VIP members, or Premium Partners targeted to receive the Mass Communications must have knowingly “opted in” to hear or receive the Mass Communication
   a. through registration (if the Mass Communication will be received at an event or webinar); and/or
   b. through an affirmative request if the Mass Communication is delivered through an email or on a website.
   2. If by e-mail, there must be an “opt out” feature prominently displayed in the Mass Communication.
   3. The Mass Communication must comply with the terms of this Section.
   4. The following disclaimer shall be prominently positioned in all Mass Communications that promote any particular building method:

   There are many methods and techniques used successfully for building your Xyngenta business. The building method promoted [in/at] this [website/webinar/email/ meeting/] may be different from that which is taught by your upline. Please consult with your upline if they have taught you a different building method or if you have any questions

   5. Introductory Partner, VIP member, or Premium Partner acknowledges that allowing the Introductory Partner, VIP member, or Premium Partner  to create databases of Introductory Partner, VIP member, or Premium Partner information for Mass Communications, the sale of tools, and for any other purposes constitutes the use of Company Confidential Information, which information is the Company’s trade secrets, and such use can be a substantial financial benefit to the Introductory Partner, VIP member, or Premium Partner. Introductory Partner, VIP member, or Premium Partner acknowledges that he or she is subject to the Cross Company Recruiting obligations set forth in this agreement and shall survive the termination of the Contract.
      
      M. Lead Distribution.Persons who are outside the Company network often make inquiries to the Company about its Products and Services. If the Company is able to determine that the inquiring Person received the information from a specific Introductory Partner, VIP member, or Premium Partner or that there is a particular Introductory Partner, VIP member, or Premium Partner that the Person is acquainted with, every attempt will be made to refer the Person to that Introductory Partner, VIP member, or Premium Partner. If an association with a particular Introductory Partner, VIP member, or Premium Partner cannot be determined, final judgment with respect to the positioning of leads remains the right of the Company.
      
      N. Public Relations Matters.The Company encourages Introductory Partners, VIP members, or Premium Partners to use personal media coverage to expand and build their business; however, certain situations require the Introductory Partner, VIP member, or Premium Partner to contact the Company. These would include:

      1. instances where the story or medium has national potential;
      2. cases where the story calls for a wider Company/Product perspective; and/or
      3. when the Introductory Partner, VIP member, or Premium Partner is questioned about Company sales figures and/or business strategies

      
      O. Retail or Service Establishments:An Introductory Partner, VIP member, or Premium Partner may sell Products or promote the business opportunity through Retail or Service Establishments as long as i) The display of Independent Introductory Partner, VIP member, or Premium Partner information within the premises of a Retail or Service Establishment is clearly indicated, and ii) the product is not sold for an amount less than the Introductory Partner, VIP member, or Premium Partner price of the product as shown on the website.
      
      

7. Responsibility of Web site Visitors.If you are under 18, you may use our Site only with the involvement of a parent or guardian. Xyngenta has not reviewed, and cannot review, all of the material, including computer software, posted to the Web site, and cannot therefore be responsible for that material’s content, use or effects. By operating the Web site, Xyngenta does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Web site may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Web site may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Xyngenta disclaims any responsibility for any harm resulting from the use by visitors of the Web site, or from any downloading by those visitors of content there posted.
   
   
8. Content Posted on Other Web sites.We have not reviewed, and cannot review, all of the material, including computer software, made available through the web sites and web pages to which Xyngenta.com links, and that link to Xyngenta.com. Xyngenta does not have any control over those non-Xyngenta web sites and web pages, and is not responsible for their contents or their use. By linking to a non-Xyngenta web site or web page, Xyngenta does not represent or imply that it endorses such web site or web page. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Xyngenta disclaims any responsibility for any harm resulting from your use of non-Xyngenta web sites and web pages.
   
   
9. Copyright Infringement.As Xyngenta asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to Xyngenta.com violates your copyright, you are encouraged to notify Xyngenta. Xyngenta will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Xyngenta or others, Xyngenta may, in its discretion, terminate or deny access to and use of the Web site. In the case of such termination, Xyngenta will have no obligation to provide a refund of any amounts previously paid to Xyngenta.
   
   
10. Intellectual Property. This Agreement does not transfer from Xyngenta to you any Xyngenta or third-party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Xyngenta. Xyngenta.com, the Xyngenta.com logo, and all other trademarks, service marks, graphics and logos used in connection with Xyngenta, Xyngenta.com, or the Web site are trademarks or registered trademarks of Xyngenta or Xyngenta licensees. Other trademarks, service marks, graphics and logos used in connection with the Web site may be the trademarks of other third parties. Your use of the Web site grants you no right or license to reproduce or otherwise use any Xyngenta or third-party trademarks.
    
    
11. Changes. Xyngenta reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Web site following the posting of any changes to this Agreement constitutes acceptance of those changes. Xyngenta may also, in the future, offer new services and/or features through the Web site (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
    
    
    12. Breach of Contract Procedures
        A. Conditional Obligations. The Company’s obligations to an Introductory Partner, VIP member, or Premium Partner are conditioned upon the Introductory Partner, VIP member, or Premium Partner’s faithful performance of the terms and conditions of the Contract. The Company, in its sole discretion, will determine if an Introductory Partner, VIP member, or Premium Partner is in breach of the Contract and may elect any or all available remedies.
        
        B. Remedies. In the event of breach, the Company may elect to take no action or to exercise some or all contractual remedies and remedies at law or in equity, including, but not limited to:

        1. Notify the Introductory Partner, VIP member, or Premium Partner either in writing or verbally of the breach and providing a notice to cure the breach;
        2. Require from the Introductory Partner, VIP member, or Premium Partner additional assurances of future compliance;
        3. Withhold or deny recognition and attendant perks;
        4. Assess damages and withhold them from commission payments;
        5. Suspend Introductory Partner, VIP member, or Premium Partner Rights temporarily or permanently;
        6. Seek injunctive relief;
        7. Terminate the Contract; and
        8. Seek damages and associated costs.
        
        

        C. Reporting Contract Breaches. If an Introductory Partner, VIP member, or Premium Partner observes or is aware of another Introductory Partner, VIP member, or Premium Partner’s violation of any term or condition of the Contract, the observing Introductory Partner, VIP member, or Premium Partner shall submit a written complaint to the Company’s support department through email. Because of the difficulties of investigating and asserting appropriate remedies for stale claims, any complaint for breach of the terms and conditions of the Contract other than Cross-Company Recruiting must be brought to the Company’s attention for review within eighteen (18) months of the start of the alleged violation; Cross-Company Recruiting violations must be brought to the Company’s attention within six (6) months of the alleged violation. Failure to report a violation within that time period may result in the Company not pursuing the allegations in order to prevent the Introductory Partner, VIP member, or Premium Partner Business from being disrupted due to stale claims. However, this policy does not waive the Company’s right to investigate and discipline Introductory Partners, VIP members, or Premium Partners found guilty of the stale claims.
        
        

    13. Termination.Xyngenta may terminate your access to all or any part of the Web site at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Xyngenta.com account (if you have one), you may simply discontinue using the Web site. Notwithstanding the foregoing, if you have a Premium Services account, such account can only be terminated by Xyngenta if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Xyngenta notice to you thereof; provided that, Xyngenta can terminate the Web site immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.Effects of Termination for Breach of Contract.
        
        
        1. An Introductory Partner, VIP member, or Premium Partner whose Contract is terminated by the Company must wait six (6) months before applying for a new Introductory Partner, VIP member, or Premium Partner membership. During that time, the Introductory Partner, VIP member, or Premium Partner can have no Beneficial Interest in any other Introductory Partner, VIP member, or Premium Partner.
           
           
        2. Upon termination of the Contract, all of the Introductory Partner, VIP member, or Premium Partner ’s rights in and to the Introductory Partner, VIP member, or Premium Partner and the Introductory Partner, VIP member, or Premium Partner’s Business are revoked and terminated. In acknowledgement of the damages the Company has likely suffered and/or will suffer as a result of Introductory Partner, VIP member, or Premium Partner’s breach, including but not limited to, all or any of the following: (i) loss of good will and loss in the value of the Company’s confidential and proprietary information and trade secrets; (ii) loss of a portion of the value of the Company’s business; and (iii) loss of future profits; Introductory Partner, VIP member, or Premium Partner consents that any unpaid Commissions may be forfeited to the Company to offset a portion of the damages.
           
           
        3. The Company may elect to reorganize the Downline Organization of an Introductory Partner, VIP member, or Premium Partner terminated for breach in a manner that serves the best interests of the Company, Downline Organization and Upline.
           
           
        4. Where the Company elects to terminate an Introductory Partner, VIP member, or Premium Partner in which there is more than one Beneficial Interest holder, the following may apply: a. the departing Beneficial Interest holder(s) must relinquish all rights to, and interests in, the Introductory Partner, VIP member, or Premium Partner; b. The Company may not divide or reassign any of the Downline Organization; and c. The Company may not split Commissions between the prior or current Beneficial Interest holders of the Introductory Partner, VIP member, or Premium Partner.
           
           

    14. Disclaimer of Warranties.The Web site is provided “as is”. Xyngenta and its suppliers and licensees hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Xyngenta nor its suppliers and licensees, makes any warranty that the Web site will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Web site at your own discretion and risk.
    
    

    15. Limitation of Liability.In no event will Xyngenta, or its suppliers or licensees, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interpretation of use or loss or corruption of data; or (iv) for any amounts that increase the fees paid by you to Xyngenta under this agreement during the twelve (12) month period prior to the date the cause of the action accrues. Xyngenta shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
        
        

    16. General Representation and Warranty. You represent and warrant that (i) your use of the Web site will be in strict accordance with the Xyngenta Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Web site will not infringe or misappropriate the intellectual property rights of any third party.
        
        

    17.  Indemnification. You agree to indemnify and hold harmless Xyngenta, its contractors, and its licensees, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Web site, including but not limited to (out of) your violation of this Agreement.
        
        

    18.  Severability.If any term or condition of this Contract is judicially invalidated, prohibited, or otherwise rendered unenforceable in any jurisdiction, it is unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and it will not render unenforceable or invalidate any other provision of the Contract, nor will the Contract be rendered unenforceable or invalidated in another jurisdiction. Furthermore, any provision found unenforceable may be partly enforced to the maximum extent enforceable under the law.
        
        

    19. Force Majeure.Introductory Partner, VIP member, or Premium Partner acknowledges that the Company is not liable for any damages or losses caused by the delay or inability to manufacture, sell, or deliver its products due to labor strikes, accidents, fire, flood, acts of civil authority, acts of God, acts of terrorists, or from any other causes that are beyond the control of the Company.
        
        

    20. Governing Law, Arbitration Injunctive Relief.The State of North Carolina is the place of the origin of his Contract and is where the Company accepted the offer of the Applicant to become an Introductory Partner, VIP member, or Premium Partner and where the Introductory Partner, VIP member, or Premium Partner entered into the Contract with the Company. The Contract is therefore to be construed in accordance with the laws of the State of North Carolina (without giving effect to any conflict of law provision or rule) as to contracts made and to be wholly performed within the State. Any controversy or claim arising out of or relating to the Contract or the breach thereof, or any controversy or claim relating to the business relationships arising between Introductory Partners, VIP members, or Premium Partners shall be resolved by mandatory, final, binding, non-appealable arbitration in Guilford County, North Carolina, United States of America.
        
        

    21. Attorney’s Fees.If any suit, action, or proceeding is brought to enforce any term or provision of this Contract, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled.
        
        

    22. Successors and Assigns.The Contract will be legal and binding upon and inure to the benefit of the heirs, devisees, executors, administrators, personal representatives, successors, and assigns (as applicable) of the respective parties hereto.
        
        

    23. Miscellaneous. This Agreement constitutes the entire agreement between Xyngenta and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Xyngenta, or by the posting by Xyngenta of a revised version.

        This Agreement will be binding upon account activation and will inure to the benefit of the parties, their successors and permitted assigns.