INTERNATIONAL POLICIES AND PROCEDURES

The following Internet policies and procedures of MATRIX  International Management Ltd. constitute guidelines which govern the way you do business with MATRIX and with other MATRIX  independent distributors. These guidelines have been designed to facilitate your fastest and most profitable growth, without interfering with the way you operate your independent business.

Your cooperation is required in conscientiously following these guidelines. In this way all business activities will be handled in a professional and efficient manner. It's MATRIX foremost desire to fully support its independent distributors. This can only be accomplished through adherence to these policies and procedures. Any violation of the policies and procedures may result in termination of your distributorship.

INTERNATIONAL POLICIES AND PROCEDURES MATRIX International Management Ltd. hereinafter called "Company", is a marketing company supplying quality products and services to the consumer through Independent Marketing Distributors or Sponsors, hereinafter called "Distributor" The policies and procedures herein are applicable to all Distributors of the Company.

A Distributor is one who has completed the joining and provided his birth date to act as his signed  Distributorship Agreement. The Company reserves the right to accept or reject anyone as a Distributor. All Distributors must be the age of majority in the jurisdiction in which they distribute the Company products or services.

Distributors are independent persons and as such are not to considered purchasers of a franchise, partnership or equity position. The Agreement between the Company and its Distributors does not create and employer/employee relationship, agency, partnership or joint venture between the Company and the Distributor. The Distributor has no authority to bind the Company to any obligation. Each Distributor is encouraged to set his/her own hours to determine his/her own methods of sale, so long he/she complies with the policies and procedures of the Company.

In the conduct of its business, the Distributor shall safeguard and promote the reputation of the products and services of the Company and shall refrain from any conduct which might be harmful to such reputation or the marketing of all such products and services or inconsistent with public interest and shall avoid any and all discourteous, deceptive, misleading or unethical practices.

The Company program is built upon retail sales to the ultimate consumer. The Company recognizes that Distributors may wish to also purchase discounted products for their own personal or family use. The Distributor, however, will not receive commissions, bonuses purposes, qualifications or advancements for his/her own personal purchases.

RIGHT TO SPONSOR
Every individual choosing to become a Distributor has the right to choose his/her immediate sponsor. Loyalty to the person who made the introduction to the Company through personal presentation or contact, does not obligate one to accept sponsorship under anyone unless he/she so chooses. In other words, sending an audio tape, a brochure to someone does not obligate under him/her to sign under you. Company will not have any obligation to settle or be part of any disputes concerning sponsorship.

TRADE NAMES, TRADEMARKS, LOGO
It is not permissible to use the Company trademarks, trade names, logos or any facsimiles thereof in any advertising.

A trade name is a business name which the Company has the exclusive legal right to use. Company names such as MATRIX International Management Ltd., MATRIX™, are our legal trade names.

A trademark or logo is a proprietary name or symbol which the Company has the exclusive legal right to use. A trademark also includes a name used for a product such as MODEL and the names of other products.

CLAIMS OF EMPLOYMENT
Distributors are strictly from stating or implying that they are "employed" by  the Company. Distributors are independent contractors, not employees.

PRINTED MATERIALS
All printed materials including business cards, stationary, letterheads must be approved by the company in advance. Criteria for approving these materials will include judgment regarding the quality of the materials as well as properly setting forth the independent contract or status of the Distributor.

Only the following information  may be included on your printed materials:

1• The MATRIX™ logo
 

2• The Company tradesman MATRIX™ in plain block letters, followed by "Independent Distributor"

3• Your name, address telephone, email and fax numbers.

ADDRESSES
The Company world addresses or the Company world distribution centers may not be used in any of your advertising or printed materials.

COMPANY LITERATURE
Distributor may use the Official Company literature in promoting the Company, Products or services.

ADVERTISING
The use of media advertising to promote the Company products is expressly Prohibited. This prohibition extends but is not limited to newspapers, magazine, radio, and television. The nature of the Company products line demands personal contact and explanation by an informative Company Distributor for effective marketing.

Because of the complexities of the many laws and regulations governing Network Marketing, Health care marketing and Skin care marketing, advertising can expose you the Distributor and us the Company to unnecessary and unjustifiable risk.

Policies and procedures regarding advertisements and product representations may vary from country to country.

TELEPHONE
If you wish to be listed in your regional telephone directory or Yellow Pages, you can do so under the letter "M" using the heading "MATRIX™ Independent Distributor", followed by your name and number.

However, you may not answer your business telephone saying "MATRIX" or in any other way give the impression that the caller is dealing with the company direct.

RETAIL STORES & SERVICE ESTABLISHMENT
Distributors who own or are employed in retail stores or service related establishments may provide the Company products and services to patrons through these facilities as long as they are providing proper support to these patrons as called in the Company career manual.

Service establishments are defined as those businesses whose revenue is earned primarily by providing personal service to individuals rather than through sales of products. Such establishments include: offices of doctors, dentists, chiropractors and other health professionals, health clubs, gymnasiums, barber shops, beauty shops, nail boutiques, counseling services, tanning centers, etc.

LOCAL LAWS
In addition to Company policies and procedures, every Distributor must comply with all local country laws, rules and regulations governing the sales of the Company products and services.

All Distributors are responsible for paying country local, state, federal and foreign taxes due on earnings from commissions generated as Independent Distributors of the Company's products and services.

TERMINATION OF AGREEMENT
The company reserve the right to terminate any Distributor Agreement any time for cause when it is determined that the Distributor has violated the Distributorship Agreement, including any provisions of these policies and procedures as they may be amended, or the provisions of applicable laws and standard of fair dealing.

1• By the Company:
Such involuntary termination shall be made by the Company at its discretion. When a violation of the Distributor Agreement or these policies and procedures is verified by the company, the  Company may elect to terminate the offending Distributor. In such case the following procedure shall apply:

A• The Company will send formal notice of intent to cancel said distributorship by email at the latest address listed with the Company for the Distributor.

B• The offending Distributor will then have fifteen (15) days from the date of email or mailing the certified or registered letter in which to appeal the termination in writing. The Distributor's appeal correspondence must be receive by the Company within (25) days of the date of the mailing of the Company intent to cancel letter in which to present his/her case for review.

If the appeal is not received within 25 days period, the termination will be automatically deemed final.

C• The Company will make the final decision of whether to terminate.

In the event of a termination, the terminated Distributor agrees to immediately cease representing him/herself as a Distributor.

Where applicable country law on termination is inconsistent with Company policy, such law or other jurisdiction procedures shall be in force.

2• By Distributor:
A Distributor shall be entitled to cancel his or her Distributor Agreement at any time and for any reason,  he/she shall submit a written  resignation to the Company.

If a Distributor elects to cancel his/her Agreement will be assumed to have voluntarily terminated his/her distributor relationship with the Company. This will result in the subsequent loss of all right to Royalty Override (RO), Bonuses, marketing position. The terminated Distributor's sales organization shall be transferred to his/her sponsor. The Distributor must wait six months before re-applying for another Matrix Distributorship.

COMPENSATION
Distributors are not guaranteed any specific income or assured profit or success. A Distributor's profit and success can come only from his work at the successful retail sales of the Company products, as well as the sponsoring of additional distributors who are themselves successful at making retail sales. The rate of compensation will be calculated according to the marketing plan.

Guaranteed Profits and 100% Satisfaction
If within 12 months from your joining date you have not made any profits. Matrix will refund your money back less any amount paid to you during your distributorship.

TERRITORIES
As a Distributor you have the right to market the Company's products/services and offer the business opportunity to any person in the world. There are no exclusive Distributor territories and all Distributors have the right to function anywhere in the world.

DISTRIBUTION OF COMPANY LEADS
From time to time the Company receives inquiries about the Company opportunity from the public. When this occurs the Company tries to ascertain whether the contact with the company began with the efforts of a distributor. If so, the inquiring party will be referred back to that distributor. Leads involving people who have simply heard about the company through media or without any discoverable contact by an existing Distributor will be disbursed as fairly as possible, usually in the locality of the person making the inquiry.

The Company reserves the right to make final judgments with respect to distribution or retention of leads.

CHANGE OF ADDRESS
Distributor must report any change of address by sending written notice to the company office.

MARKETING PLAN CHANGES
The Company reserves the right to make any amendments it deems necessary with respect to wholesale prices, Royalties override, Bonuses, policies, procedures, rules, regulations, the marketing plan and/or the Compensation plan, upon written or printed notice to the Distributor.

Distributors will be given thirty (30) days notice of any materials amendments.

The Company shall entitled to change product prices at any time without notice.

PRODUCT REPACKAGE
Independent Distributors may not repackage products in any way.

PRODUCT CLAIMS
The Company products line are subject to various countries regulations with respect to product claims and labeling, and no product claims not set forth in official Company literature may be made.

The Company Distributors must represent The Company products ethically. No representations or sales offers shall be made relating to the Company products which are not accurate and truthful as to price, grade, performance and availability.

No Distributor shall make any verbal or written medical claim for any The Company product or any medical results in any form of advertisement. Distributors must never in any way prescribe the Company products for use for any specific condition.

MARRIED COUPLE
The Company will consider each married couple as a single Distributor. Husbands and wives may sponsor each other directly, or indirectly or have different sponsors.

MINOR
A minor may join the Distributorship of his parent(s) by signing the Distributor Agreement along with his parent(s). In this case the parent(s) must supervise their minor child's activities and they are responsible for the action of the minor.

DURATION OF DISTRIBUTORSHIP AGREEMENT
All company Distributors enjoy their status for a one year period coinciding with the anniversary date of inception.

PARTNERSHIP / CORPORATION
A partnership or corporation may be a distributor. 

1- A Distributor may change status under the same sponsor from individual to partnership or corporation or from partnership to corporation with proper and complete Company authorized and approved documentation

2- To form a new Distributor position as a partnership or corporation or to change status to one of these forms of business, you must request a partnership/corporation form from the Company home office. This form must be submitting detailing all partners, stockholders, officers, or directors, in the partnership or corporation. The partner or officer who submits the form must be authorized to enter into binding contracts on behalf of the partnership or corporation. In addition, by submitting the partnership/corporation form you certify that no person with an interest in another distributor position  (unless it is the continuation of an existing Distributor position that is changing its form of doing business).

Upon the death or incapacity of the Distributor, his or her right to bonuses, marketing and organizational position, together with Distributor responsibilities, shall pass to his or her successors in interest upon written application, approval and acceptance by the Company.

TRANSFERRING SPONSORS
Transfers from one upline organization to another are not allowed. Maintaining the integrity of sponsorships is absolutely mandatory for the success of the overall organization.

In case a sponsor distributorship is being canceled or not renewed his/her organization move up one level to the first level of the canceled original sponsor's sponsor.

COMPANY FRANCHISE POLICIES
The Company will allow Distributor to have the right to open a Matrix franchise shop. Certain rules and regulations govern this part of the company business side. Kindly check with the Company for the complete set of Rules and Policies for the Matrix Franchise Shop.

Each MATRIX Franchise Shop is Independently Owned And Operated.

CONFIDENTIALITY
On a periodic basis, the Company may supply confidential information in the form of data, reports and other material, to the Distributor concerning the Distributor's organization, and other marketing of distribution information.  The Distributor agrees upon receipt of said information that such information is proprietary and confidential to the company and is transmitted to the Distributor in strictest confidence.  The Distributor agrees that he or she will not disclose such information to any third party directly or indirectly, nor use the information to compete with the Company directly or indirectly.  The Distributor agrees to keep materials confidential and not disclose such information.

If the distributor knowingly divulge any such information he agrees to be liable for loss of business suffered by the company.

WAIVER
The Company never gives up its right to insist on compliance with these rules or with the applicable laws governing the conduct of a person or business. This is true in all cases, both specially expressed or implied, unless an authorized officer of the Company World Headquarters is authorized to bind the company or agreements specifies in writing that the Company waives any of these provisions. In addition any time the Company gives permission for a breach of the rules, that permission does not extend to futures breaches. This provision deals with the concepts of "Waiver", and the parties agree that the Company does not waive any of its rights under any circumstances short of the written confirmation alluded to above.

PARTIAL INVALIDITY
Should any portion of the rules, regulations, policies and procedures of the Distributor's application and agreement, or any other instruments referred to herein or issued by the Company be declared invalid by a court as competent jurisdiction, the balance of such rules, applications  or instruments shall remain in full force and effect.

ARBITRATION
The parties agrees that any claim, dispute or other difference between them if not settled amicably, then finally by arbitration.

ARBITRATION PROCEDURE
If any difference arises that can not be settled amicably such difference shall independently of all other questions be referred to the decision of an Arbitrator to be appointed in writing by the parties in difference, or, if they cannot agree upon a single Arbitrator, to the decision of two disinterested persons as Arbitrators, of when one shall be appointed in writing by each of the parties within two calendar months after having been required to do so in writing by the other party. In case either party shall refuse or fail to appoint an Arbitrator within two calendar months after receipt of notice in writing requiring an appointment, the other party shall be at liberty to appoint a sole Arbitrator; and in case of disagreement between the Arbitrators, the difference shall be referred to the decision of an Umpire who shall have been appointed by them in writing before entering on the reference and who shall sit with the Arbitrators and preside at their meetings. The Arbitrator, Arbitrators or Umpire decisions shall be final.

The costs of the reference and of the award shall be in the discretion of the Arbitrator, Arbitrators or Umpire making the award. And it is hereby expressed stipulated and declared that it shall be a condition precedent to any right of action or suit upon this agreement that the award by such Arbitrator, Arbitrators or Umpire  of the amount of the loss if disputed shall be first obtained.

All Arbitration are to occur at the Company worldwide headquarters.