Policies, Procedures and Compensation Plan

When you become a Sugipu Independent Distributor, you are joining forces with one of the most exciting and dynamic direct selling companies in the world today. Not only are we committed to producing and selling world class nutritional products, we are also committed to providing an exceptional opportunity for Distributors to build their own independent businesses. Towards that end, the Policies and Procedures in outline rules that Sugipu promoters must follow to protect that opportunity for everyone and to ensure that the Sugipu business is conducted with integrity. The outstanding Compensation Plan is designed so Distributors have the opportunity to earn income by buying and selling Sugipu products and developing downline Distributor teams that sell Sugipu products. That is the foundation of the Sugipu business.

Whatever your reason for becoming a Distributor - whether you wish to develop an Sugipu business selling Sugipu products or simply buy Sugipu products at a discount to share with your friends - it is our sincere desire that you succeed. Your success and satisfaction are at the heart of our success.

Policies And Procedures

1. Policies Incorporated into Distributor Agreement

The Policies, Procedures and Compensation Plan (Policies), in their current form and as amended periodically at the sole discretion of Sugipu Life Care Private Limited. (Sugipu), are incorporated into the Sugipu Distributor Agreement. It is the responsibility of each Sugipu Independent Distributor (Distributor) to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies. The most current version of the Policies is available online through your Sugipu Distributor Website. Any amendments to the Policies shall apply only prospectively, not retrospectively. Sugipu reserves the right to amend the Policies in its sole discretion. By executing the Sugipu Distributor Agreement, each Distributor agrees to abide by all amendments or modifications made by Sugipu. The continuation of a Distributor's Sugipu business following the effective date of amended Policies, including but not limited to a Distributor's acceptance of compensation under the Compensation Plan, shall constitute acceptance of all amendments to the Policies.

2. Purpose

The Purpose of the Policies is to define the relationship between Sugipu and the Distributor, to set standards of acceptable business practices and to support Distributors in building and protecting their Sugipu direct selling businesses in a manner that is in compliance with these Policies. Any violation of the Policies may result in disciplinary action including probation, suspension and/or termination at the sole discretion of Sugipu.

3. Integrated Contract

Together the Distributor Agreement and the Policies, as they may be amended, constitute the contractual agreement (Contract) between Sugipu and each Distributor. The Contract sets forth the entire agreement between Sugipu and the Distributor and supersedes any and all prior oral or written agreements or understandings between Sugipu and the Distributor, including any representations by Sugipu or its Distributors not explicitly made in the Contract or in official Sugipu publications. The Contract may not be altered or amended, except as provided in the Policies.

As amended from time to time, or by other written notice by Sugipu. Should any discrepancy exist between the terms of the Contract and verbal representations made to any Distributor by any Sugipu employee, the terms and requirements of the Contract will prevail? Should any discrepancy exist between the terms of the Sugipu Distributor Agreement and the Policies, the terms of the Policies will prevail.

4. No Waiver

Sugipu never forfeits its right to require the compliance of a Distributor with the terms of the Contract, or with applicable laws and regulations governing business conduct. No failure by Sugipu to exercise any right under the Contract or to insist upon strict compliance by a Distributor with any obligation or provision of the Contract shall operate as a waiver of Sugipu's right to demand exact compliance with the Contract. The existence of any claim or cause of action of a Distributor against Sugipu shall not constitute a defense to Sugipu's enforcement of any term or provision of the Contract.

Policies and Provisions Severable

Any provision of the Contract that is judicially invalidated or otherwise rendered unenforceable in any jurisdiction is ineffective only to the extent of such invalidation or unenforceability in that jurisdiction, and only within that jurisdiction. Any prohibited, judicially invalidated or unenforceable provision of the Contract is severable and will not invalidate or render unenforceable any other provision of the Contract, nor will such provision of the Contract be invalidated or rendered unenforceable in any other jurisdiction. In the event any provision of the Contract is deemed invalid or unenforceable in any particular proceeding, such provision shall be reformed to effectuate its original intent and purpose to the fullest extent possible.

5. Notices and Other Communications

Any notice or other written communication required under this Contract shall be delivered personally, by email or mail. Unless otherwise provided in the Contract, such notice shall be deemed given when delivered personally or, if transmitted by email, one (1) day after the date of such email or, if mailed, five (5) days after the date of mailing, to the principal address of the Sugipu Corporate Office or to the Distributor's address. Notice to a Distributor will be mailed to his or her address or email address of record with Sugipu. Sugipu shall have the right, as an alternative method of notice, to use Mailers or other normal channels of mass communication with its Distributors. This provision does not apply to notice of amendments to the Policies, which are effective upon posting as described in Policies Incorporated into Distributor Agreement above. It is the sole responsibility of the Distributor to maintain their correct address, email address, phone number and other contact information on file with Sugipu.

Becoming An Sugipu Independent Distributor

1. Definition of Independent Distributor

Sugipu Independent Distributors are the exclusive distribution channel for Sugipu's products (Products). Distributors have the ability to purchase Products directly from Sugipu and personally consume or sell the Products to their customers. Throughout the Policies, the terms Distributor, Independent Distributor, you, Sponsorand Advisor shall refer to any person whose Distributor Agreement has been signed, received and accepted by Sugipu in its sole and absolute discretion.

2. Requirements to Become an Independent Distributor

In order to become a Distributor, you must:

  • be at least 18 years of age;/span>
  • reside in a geographic area where Sugipu conducts its direct selling business;
  • Submit a signed Distributor Agreement and sign up under an existing Sugipu Distributor as a Sponsor; and
  • Purchase a Distributor Kit.

A signed Distributor Agreement constitutes your agreement with Sugipu, and acknowledges your understanding that you must adhere to the Sugipu Policies, which are incorporated into the Distributor Agreement as part of the Contract. Providing false information in your Distributor Agreement may result in the immediate termination of your Distributorship. Additionally, Sugipu reserves the right to refuse any application in its sole discretion.

3. Rights and Privileges of Distributors

Once Sugipu receives and accepts a Distributor Agreement, the Distributor enjoys the following rights and privileges:

  • To sell Products to Retail Customers and earn a profit, if eligible;
  • To sell Products to Preferred Customers and earn Wholesale Commissions, if eligible;
  • To purchase Products directly from Sugipu at a discounted price;
  • To sponsor other individuals as Distributors and/or Preferred Customers;
  • To participate in the Sugipu Compensation Plan (receive commissions and bonuses, if eligible);
  • To have an opportunity to qualify for the Advisor level and be eligible to earn Overrides and Leadership Bonuses upon fulfilling the requirements set forth in Compensation Plan;
  • To participate in Sugipu -sponsored incentive trips and programs, if eligible;
  • To receive Sugipu communications and literature; and
  • To participate in Sugipu -sponsored training, motivational and recognition events upon meeting qualifying criteria and payment of appropriate charges, if applicable.

4. Change of Contact Information

You may change your contact information (including your mailing address, phone number and/or email address) online through your Distributor Website or by contacting Sugipu Customer Service.

5. Changing Sponsors

Sugipu does not permit Distributors to change Sponsors. However, a Distributor may choose to either:

  • resign from his or her Distributorship, subject to all the terms and conditions that apply to a resignation, wait six (6) months from the date of resignation and start over as a new Distributor, enrolling under the Sponsor of his or her choice; or
  • choose to not renew during his or her renewal period, and enroll under the Sponsor of his or her choice as a new Distributor.

6. Position Roll-Ups

Distributor positions do not automatically roll up when they are vacated. Rather, when a position is vacated for any reason, either voluntarily or involuntarily, the vacated position will remain in its current position in the Sugipu organization, and its downline organization will remain intact, until at least the time that Sugipu has recouped all costs and losses, including attorney's fees, associated with the reason the position has been vacated, such as a Distributor's termination and the events that are connected with or led to the termination. This provision includes all costs, fees, and expenses Associated with litigation that may result from or be connected with such termination.

Once Sugipu determines, in its sole discretion, that it has recouped all such costs and losses, the vacated Distributor position may be removed from Sugipu 's organization, and the downline organization may roll up to the immediate up line Distributor, all in the sole discretion of Sugipu . No Distributor shall have any vested right or claim in the roll-up of any vacated position in Sugipu 's organization, regardless of whether the position has been vacated through voluntary resignation or non-renewal, involuntary termination, or otherwise. The decision whether or not to roll up a particular position after it is vacated is always within the sole discretion of Sugipu.

If a vacating Distributor sponsored any Preferred Customer(s) or Registered Retail Customer(s), those Preferred Customer(s) and/or Registered Retail Customer(s) may roll up to the immediate up line Distributor, at the sole discretion of Sugipu.

Individual Limited To One Sugipu

1. One Sugipu Account per Individual

A Distributor shall only participate directly or indirectly in the operation and development of one account with Sugipu, whether it is a Distributorship or a Preferred Customer membership. A Distributor shall not retail, recruit, promote, train, educate or otherwise assist in the development of any other Sugipu Distributorship other than their own, except to assist their downline organization, as is appropriate for a Sponsor or to assist other Distributors. An exception to this restriction is if the Distributor is serving as a trustee on another Distributorship (refer to Disposition of a Distributorship - Death or Legal Incapacity for details).

Sugipu will only accept a Distributor Agreement in the name of the individual(s). Applications in the name of a corporation, partnership or business entity will not be accepted.

2. Determination and Penalty for Multiple Accounts

If an individual is found to be enrolled or participating in two or more Distributorships simultaneously, the first Distributorship will be considered the valid Distributorship. If Sugipu determines that an Individual is operating two or more active Distributorships, Sugipu has sole and absolute discretion to determine the disposition of the affected Distributorships, as well as any penalties or sanctions it deems necessary and appropriate for the Distributorship. An individual that signs more than one Distributor Agreement, or operates in more than one Distributorship, may have any and all Distributorships suspended or terminated in Sugipu's sole discretion.

Separation And Divorce

1. Handling of Compensation Checks in the Event of Divorce or Separation

In the event of divorce or legal separation between spouses who are Co-Applicants in a Distributorship, Sugipu will continue to issue compensation checks in the joint names of the Co-Applicants until Sugipu receives one of the following items:

  • A copy of a court order or decree which states that the couple is legally separated or divorced, and designates ownership of the Distributorship to one individual; or
  • If the parties to a divorce or legal separation choose amongst themselves who is to remain on the Distributorship, then the resigning spouse may submit a resignation form to remove his or her name from the Distributorship.

Divorced Distributors may not remain on the same Distributorship. Once a court renders a final divorce decree, a temporary hold may be placed on the Distributorship until Sugipu is in receipt of either (1) or (2) listed above designating ownership of the Distributorship to one party.

Neither Sugipu nor its employees shall be liable for any loss, damage or injury resulting from Sugipu's compliance with a court order or decree pursuant to this section. Any court order addressing the ownership of a Distributorship in the event of a separation or divorce must adhere to the Sugipu Policies in order to be enforceable by Sugipu.

2. Resigning Spouse or Former Spouse

If a former spouse has resigned or has completely relinquished all rights in his or her original Distributorship, he or she is thereafter free to enroll under any Sponsor of their choosing and need not wait six (6) months before reapplying. However, the relinquishing spouse shall have no rights to any Distributors in their former organization. They must begin the new Distributorship in the same manner as would any other new Distributor.

Protecting Your Distributorship

1. Distributorship as a Corporation or Limited Liability Company (LLC)

Sugipu recognizes that there may be certain advantages to operating a Distributorship as a corporation or as a limited liability company (LLC). Any Distributor who wishes to operate his or her Sugipu Distributorship as a corporation or LLC must get prior approval from Sugipu and comply with the following requirements and conditions:

  • Submit a request to assign your Distributorship to the Sugipu Legal Department (email: [email protected]);
  • As of the date of the request, the Distributor must have been at the Advisor level for at least six (6) months;
  • The corporation or LLC must be owned 100 percent by the individual Distributor (and Co-Applicant, if applicable);
  • The sole business purpose of the corporation or LLC must be the operation of a Sugipu Distributorship pursuant to the Policies. A Distributorship may not be transferred into an existing corporation or LLC that conducts any other business;
  • No change in the ownership structure of the corporation or LLC may be made without the prior written approval of the Sugipu Legal Department;
  • The name of the corporation or LLC may not be the same or similar to any Sugipu trademarks, service marks, product names, logos, slogans, taglines, or any other proprietary name or phrase owned or used by Sugipu (for questions concerning this requirement, contact the Sugipu Legal Department);
  • The Distributorship must remain in an individual's name (and Co-Applicant's name, if applicable), and the name(s) of the individual(s) must be present on all marketing materials, business cards, websites, advertising and contact information. The name of the corporation or LLC may not be used on any of the items listed above; and
  • Must receive approval by the Sugipu Legal Department.

Upon forming such an entity, the Distributorship will remain in the name of the individual(s). The earnings of the Distributorship will be reported in the name and tax identification number of the LLC or corporation from the date the Distributorship was assigned to the LLC or corporation. If the Distributorship was assigned to an individual for a portion of the year, then the earnings will be reported partially to the individual and partially to the corporation. A business entity formed in connection with a Distributorship, as well as all shareholders, members, managers, partners, trustees, or other parties with any ownership interest in or management responsibilities for, the business entity are individually, jointly and severally liable for any indebtedness to Sugipu, compliance with the Contract, including these Policies, and all other obligations of the Distributor to Sugipu.

2. Insurance

1. Distributor May Obtain Insurance

A Distributor may obtain third party insurance coverage for Distributor business activities. Please refer to the Distributor Website for the most current information about insurance coverage offerings to protect a Distributorship.

2. Product Liability Coverage

Sugipu maintains product liability insurance to protect against certain product liability claims, as long as the Distributor is storing, marketing and selling Products in accordance with applicable laws, regulations and the Policies. Product liability policy coverage excludes claims that arise as a result of a Distributor's misconduct in storing, marketing or selling Products. Additionally, claims that arise out of any Products purchased on a website other than an official Sugipu Distributor Website are excluded from this coverage.

3. Assumption of Risk

A Distributor understands that while traveling to or from Sugipu -related meetings, events, activities, workshops, retreats, incentive trips, or other gatherings, the Distributor does so as a part of his or her own independent business and not in any manner as an employee, agent, or functionary of Sugipu. This assumption of risk is not affected by whether or not the Distributor's attendance may be based in whole or in part by invitation from, or agreement with, Sugipu to attend. The Distributor assumes all risk and responsibility for such travel.

Distributor Conduct

1. Distributors are Independent Contractors

Distributors are independent contractors, not employees of Sugipu. Distributors may not do anything that would lead someone to believe that they are an employee or an agent of Sugipu. As an independent contractor, Distributors are responsible for the following:

  • 1.Setting retail prices for Products sold to Retail Customers (although, in order to maintain Sugipu 's premium brand image, business goodwill, and the integrity of its sales channel, Sugipu strongly encourages Distributors to charge Retail Customers the suggested retail price - to do otherwise has an impact on the legitimate business interest of other Distributors);
  • Establishing working hours;
  • Reporting to the Income Tax department any income earned from the Distributorship (See Section II: Compensation Plan for more details).

The services performed by you, as a Sugipu Independent Distributor, are performed pursuant to the Contract between you and Sugipu, and such Contract provides that you will not be treated as an employee with respect to such services for Federal tax purposes.

2. Distributors Must Identify Themselves as a Sugipu Independent Distributor

When a Distributor uses his or her name on business cards, checks, advertising, social media, websites, email correspondence, on the telephone or any other communications related this or her Sugipu business, it must be stated as follows: Sugipu Independent Distributor.

3. Distributors Must Follow All Laws

Distributors are responsible for complying with all local, state and federal laws and regulations concerning the operation of a Distributorship, marketing and selling practices, and the distribution of Products. Distributors should familiarize themselves with the applicable local, state and federal laws and regulations that affect the operation of their Distributorships. Sugipu shall not be liable for any conduct of Distributors contrary to such laws and regulations.

4. Truthful and Ethical Conduct

All statements made by Distributors regarding Sugipu , the business opportunity, the Products, past earnings, or product results must be truthful, ethical, accurate and not misleading. Distributors shall always conduct their business in an ethical manner and in compliance with the Direct Selling Association's Code of Ethics (See www.dsa.org/code-of-ethics) and all local, state and federal laws and regulations.

5. Complaints or Concerns

Sugipu values constructive comments and input from Distributors, and in part relies on its Distributors to report Distributor conduct that could detrimentally affect its business, the business of other Sugipu Distributors or the reputation of Sugipu. Sugipu encourages all complaints or concerns regarding other Distributors to be reported to [email protected] Complaints or concerns regarding Products may be directed to Customer Service.

6. Professional Conduct and Business Practices

Distributors shall use their best efforts to promote the positive reputation of Sugipu, its products, its business opportunity and its Distributors. Distributors are prohibited from engaging in high-pressure selling or recruiting. Distributors must always conduct themselves in a professional, ethical, courteous and considerate manner when representing Sugipu. All presentations and communications regarding Products and the Sugipu business opportunity must be complete and truthful (i.e., product directions for use, cautions and warning statements, and product benefits as stated on product packaging, the Sugipu website, or any Sugipu -published literature, presentation of the most current Sugipu Income Disclosure Statement or average income earned by Active Distributors).

7. Disruptive Conduct

If a Distributor behaves in a manner that, in the sole discretion of Sugipu , causes disruption to the conduct of the normal business of Sugipu or that of any other Distributor, or that is injurious tithe image or reputation of Sugipu or that of any other Distributor, then they are in violation of these Policies.

8. Actions of Household Members

Every Distributor is responsible for the actions of his or her immediate household members. If any such household member engages in any activity which, if performed by the Distributor, would violate the Distributor Agreement and/or the Policies, the activity will be considered a violation by the Distributor and Sugipu may take action pursuant to the Contract as well as any other legal remedies against the Distributor.

9. News or Media Inquiries

Distributors must refer all media inquiries relating to Sugipu, Products, any Distributor, representative, or employee of Sugipu to the Sugipu Legal Department at [email protected] This may include, but is not limited to: programs aired on television, radio, podcasts and printed material with national circulation. Failure to comply with this provision may result in the immediate suspension or termination of your Distributorship, at the sole discretion of Sugipu.

10. Commingling Sugipu with another Enterprise, Product, Service or Other Activity

Distributors may participate in other direct selling or business ventures if they choose. However, Distributors are prohibited from mixing the Sugipu business opportunity or Products with another business opportunity, product, service or other activity (for example, offering a free gym membership with the purchase of a Sugipu 24-Day Challenge is prohibited).

11. Prohibited Recruiting and Conflicts of Interest

During the term of the Contract, and unless otherwise agreed to by Sugipu in writing, Distributors are free to participate in other multilevel, direct sales, network marketing business ventures or marketing opportunities (collectively Network Marketing). However, during the term of the Contract, Distributors may not directly or indirectly recruit other Sugipu Distributors for any other Network Marketing business or opportunity (a Competing Activity). The term recruit means the actual or attempted sponsorship, solicitation.

Enrollment, encouragement, or effort to influence in any other way, either directly, indirectly (including but not limited to the use of a website or social media), or through a third party, another Sugipu Distributor to enroll or participate in a Competing Activity. This conduct constitutes recruiting even if the Distributor's actions are in response to an inquiry or contact made by another Distributor.

During the term of the Contract, Distributors are also prohibited from associating their Sugipu business activities with any non-Sugipu business opportunity, products, services, and other competing or inappropriate activities. For example, Distributors are prohibited from offering Sugipu Products or promoting the Sugipu opportunity and/or Compensation Plan in conjunction with any non-Sugipu business plan, opportunity, product, activity or incentive. Distributors are similarly prohibited from offering or promoting any non-Sugipu products or business opportunities at any Sugipu -related meeting, seminar, convention, conference call, Sugipu -related website or social media page, and other business functions.

Following the cancellation or termination of a Distributor's Contract, whether voluntary or involuntary and regardless of the reason for cancellation or termination, a former Distributor may not recruit any Sugipu Distributor for any Competing Activities for a period of twelve (12) calendar months thereafter. Notwithstanding this prohibition, it is permissible for a Distributor to recruit his or her immediate family members during this 12-month period for Competing Activities, even if those immediate family members are current Sugipu Distributors. Distributors stipulate that because Competing Activities are conducted worldwide, often through networks of independent contractors dispersed across the entire United States 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, Distributors agree that this non-solicitation provision shall apply in all countries in which Sugipu conducts business at the time the restriction is applicable. Distributors agree that the geographic scope applicable to this provision is reasonable and further waive any claim or defense that the non-solicitation provision is void or voidable based on the breadth of its geographic scope.

Each Distributor stipulates that if he or she violates any part of this section, Sugipu will be irreparably harmed and calculation of the full extent of Sugipu's damages will be difficult. Distributor therefore stipulates that Sugipu shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against Distributor and all those acting in concert with humor her to prevent and enjoin any violation of this section. This remedy is in addition to any other legal remedies to which Sugipu may be entitled, including disciplinary sanctions under the Contract and recovery of damages caused by a Distributor's breach. The provisions of this section shall survive termination of the Contract.

12. Cross-Recruiting

During the course of the term of the Distributorship, Distributors may not directly or indirectly cross-recruit other Sugipu Distributors. The term cross-recruit means the actual or attempted inducement, solicitation, enrollment, encouragement, or effort to influence another Sugipu Distributor to abandon a position under one Sponsor in favor of another Sponsor.

13. Confidential Information

In connection with a Distributor's Sugipu business, Sugipu may make available to Distributors certain information and reports regarding Sugipu 's business, Products, trade secrets, intellectual property, its network, identity and contact information of Distributors, Preferred Customers and Retail Customers, a Distributor's personal and/or group sales volume(s), Distributor rank and achievement levels, and other information needed to run and grow the Distributor's business, such as Distributor lists (collectively, Confidential Information). Distributors hereby stipulate and agree that Confidential Information belongs solely and exclusively to Sugipu and constitutes its proprietary business trade secrets. Distributors have no claim, right, or title to any Confidential Information. Such Confidential Information is provided to Distributors in strictest confidence and is made available to Distributors for the sole purpose of assisting Distributors in their Sugipu businesses. Distributors hereby agree to the disclosure of their information to other Distributors for this purpose. Distributors acknowledge that, but for this agreement of confidentiality and nondisclosure, Sugipu would not provide Confidential Information to Distributors.

To protect Confidential Information, Distributors shall not, on his or her own behalf or on behalf of any other

  • person or entity, directly or indirectly: disclose or disseminate any Confidential Information to any other person or entity;
  • provide access to any password-protected section of the Sugipu website containing Confidential Information to any other person or entity, including providing any password to such section to any other person or entity;
  • use Confidential Information for any purpose other than the conduct and promotion of the Distributor's Sugipu business as contemplated in these Policies and the Contract, including but not limited to recruiting any Sugipu Distributor for any Competing Activities or competing in any way with Sugipu ; or
  • use Confidential Information to attempt to influence or induce any Distributor, Preferred Customer, Retail Customer, or employee of Sugipu to cease or alter his or her business relationship with Sugipu.

Upon the cancellation or termination of the Contract, regardless of the reason for such cancellation or termination, a Distributor shall immediately return to the Company any and all Confidential Information in his or her possession, custody, or control, including all copies of documents, files, or other media containing any Confidential Information and any derivative thereof. This requirement applies automatically and is not dependent on any demand being made by Sugipu.

Each Distributor stipulates that if he or she violates the terms of this section, Sugipu will be irreparably harmed and calculation of the full extent of Sugipu's damages will be difficult. Distributor therefore stipulates that Sugipu shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against Distributor and all those acting in concert with humor her to prevent and enjoin any violation of this section. This remedy is in addition to any other legal remedies to which Sugipu may be entitled, including disciplinary sanctions under the Contract and recovery of damages caused by a Distributor's breach. The provisions of this section shall survive termination of the Contract.

Buying And Selling Products

1. Reasons to Purchase Products

Distributors may purchase Products for their own use and that of their families, as well as for resale to Retail Customers who are purchasing Product for their own use and that of their families.

Distributors may not purchase Products for the purpose of qualifying for incentives, bonuses, pin level or discount level advancement and/or compensation paid by Sugipu , or to sell in a manner not in accordance with the Policies (See Unauthorized Sales).

Distributors are not required to carry inventory of Products for their own use or in order to service their customers, but they may choose to do so as a convenience for themselves and their customers. However, Distributors may not maintain inventories in amounts which are in excess of what they themselves reasonably determine is necessary for those purposes.

2. Selling Products

Only Distributors may sell Products. Products may only be sold person-to-person or through the Sugipu Distributor Website. As many Products have age recommendations and dosage instructions best adhered to by adults, Distributors are prohibited from selling Products directly to minors (or anyone under the age of 18). Distributors cannot repackage, tamper with, relabel, misbrand or adulterate Products. Distributors must store Products in a cool, dry place. Distributors are responsible for proper storage and Product condition prior to sale.

3. Manipulation of the Compensation Plan

Sugipu prohibits conduct and actions which are, or may be perceived as, manipulation of the Compensation Plan primarily for the purpose of qualifying for incentives, bonuses, pin level or discount level advancement and/or compensation paid by Sugipu. This prohibited conduct may include, but is not limited to: (1) purchasing and/or paying for Products under a Distributor's account in your downline; (2) encouraging other Distributors to purchase Products under a Distributor's account in your downline; or (3) placing, or encouraging the placement of, orders under customer accounts in a fraudulent, manipulative or deceptive manner.

4. Retail Sales Receipts

A Retail Customer is a non-Distributor customer who purchases Sugipu Product(s) directly from a Distributor or from a Distributor's Website. Federal law requires that Distributors provide each Retail Customer with a Retail Sales Receipt at the time of sale. If you sell directly to a Retail Customer, you must provide a Retail Sales Receipt. Sugipu requires the use of official Sugipu Retail Sales Receipts, which are included in theDistributor Kit and can be obtained by logging into the Sugipu website.

In addition, Distributors must keep copies of each Retail Sales Receipt issued for one year after the date of the sale. Sugipu may, at any time, request submission of Retail Sales Receipts in order to verify retail sales for any given pay period. Distributors must fully complete all information for each Retail Sales Receipt, including customer contact information, Product(s) sold, price, and Distributor information. Failure to provide accurate, verifiable, and complete Retail Sales Receipts to Sugipu within ten (10) days of a request is a violation of these Policies.

5. Unauthorized Sales

Sugipu places some limitations on the manner in which Distributors may sell Products in order to protect the safety of consumers and the reputation of Sugipu. These unauthorized sales include, but are not limited to the following:

  1. 1. Unauthorized Payment Methods:

    All payments made by credit card, debit card or personal check must be authorized by the customer at the time of the purchase. Unauthorized usage of a customer's credit card or other form of payment will not be tolerated;

  2. 2. E-commerce Sites or Auction Sites:

    In order to maintain Sugipu's premium brand image and business goodwill, as well as to preserve the unique aspects of the sales channels in which Sugipu's Products are sold, including person-to-person interaction, Distributors are prohibited from selling or advertising the sale of Products on e-commerce sites or auction sites, websites trading in products or services using the internet. Some examples of these prohibited websites include, but are not limited to: eBay, Amazon or Craigslist. Sugipu cannot guarantee the authenticity, freshness, safety, or quality of Products sold on these sites, therefore, such Products are not eligible for Sugipu 's Satisfaction Guarantee;

  3. 3. Social Media or Personal Websites:

    Distributors are prohibited from selling Products on social media sites or their personal website(s); and

  4. 4. Supplying Products to be sold in an Unauthorized Manner:

    Distributors are prohibited from supplying any other person or entity with Products that the Distributor knows or should reasonably know are likely to be sold in an unauthorized manner.

The Distributor hereby agrees if there is a violation of this provision the Distributor shall forfeit, and be required to return all compensation paid (whether by authorized or unauthorized means) during the period in which any sale is made through improper means, which includes but is not limited to the sales listed above. Distributor agrees it would be extremely difficult for Sugipu to estimate the amount of damages incurred from their time of entry because of the difficulty of distinguishing between compensation from legitimate and illegitimate sales. Therefore, Distributor agrees that forfeiture of compensation is appropriate. Distributor further agrees that Sugipu shall be entitled to recover attorneys' fees incurred relating to the investigation of such a breach, and in recovery any compensation forfeited hereunder.

6. Ordering Products

Distributors may order Products directly from Sugipu and may pay for orders with a credit or debit card, cash (if paying at Will Call), check or money order.

To place a Product order a Distributor may:

  • Place an order online at sugipulifecare.com
  • Contact Sugipu Customer Service at (+91) 81976 43339 or (+91) 91488 53339
  • Visit Will Call at the Sugipu Corporate Office.

For frequently asked questions, such as hours of operation or Product pricing, please visit sugipulifecare.com. Once an order is entered, it cannot be changed. It is immediately transmitted to the Distribution Center to be filled and shipped

7. Sales Tax

Sugipu charges sales tax on the retail value of the Product order based on the shipping destination. Sales tax charges will vary by product and by state. Sugipu remits the sales tax to each state in which Products are shipped. Distributors should compute and collect sales tax on their retail sales to reimburse themselves for this expense. Sugipu shall not be liable or responsible for Distributors' own collection and remittance of sales tax on Distributors' retail sales.

8. Shipping or Picking Up Products

Products may be picked up at Will Call anytime during regular Will Call hours. When an order is shipped, it incurs shipping and handling. Please see sugipulifecare.com or contact Customer Service for current shipping rates and information.

Failure to notify Sugipu of any shipping discrepancy or damage within thirty (30) days of shipment will cancel the Distributor's right to request a correction. If an order must be rerouted, it will be at the Distributor's expense. Please contact Sugipu Customer Service at (+91) 81976 43339 or (+91) 91488 53339 to correct a shipping discrepancy.

9. Insufficient Funds

If a Distributor issues a check that is returned to Sugipu due to insufficient funds, that Distributorship will be suspended until the debt on the Distributor's account is paid. A Distributor may replace an insufficient funds check with a cashier's check, money order, debit card or credit card issued in the name of the Distributor, however, the Distributor will be charged a Rs 300 fee for the returned check. If any insufficient funds payment remains outstanding at the close of business for any pay period, all compensation for that pay period will be forfeited.

10. Pay Periods

For the purpose of paying commissions, the calendar year is divided into fifty two weeks (52) pay period. The weekly closing is 00:00 hrs every Monday and pay out on Wednesday

11. Excessive Purchase of Inventory

Distributors are not required to carry inventory of Products or sales aids other than the initial Distributor Kit. Sugipu prohibits the excessive purchasing and stockpiling of Products in order to:

  • qualify for incentives, bonuses, level or discount level advancement and/or compensation paid by Sugipu; or
  • sell in a manner not in accordance with Sugipu's Policies. To ensure that the Products purchased are being consumed or sold in compliance with the Policies, Sugipu may request at any time verifiable Retail Sales Receipts and other documentation to review alongside a Distributor's order history of up to one year. If a Distributor is unable to provide documentation and confirm that he or she has consumed or sold at least seventy percent (70%) of all Products previously purchased, then he or she is in violation of these Policies.

12. Reporting Adverse Reactions or Consumer Complaints

If a Distributor, Preferred Customer or Retail Customer experiences, or becomes aware of, any adverse reaction to a Sugipu Product or receives a consumer complaint, they should contact Customer Service as soon as possible at (+91) 81976 43339 or (+91) 91488 53339.

Returning Or Exchanging Products

1. Retail Customer Return, Exchange and Cancellation Policies

1. Registered Retail Customer Return or Exchange Policy (Satisfaction Guarantee)

A Registered Retail Customer is a Retail Customer who is registered on the Sugipu Website and is able to purchase Products online from their Distributor's Website as a Retail Customer. Neither Retail Customers nor Registered Retail Customers are permitted to sell/resell Product(s), sponsor other Distributors, Preferred Customers or Registered Retail Customers, or receive compensation from Sugipu.

If a Registered Retail Customer is not completely satisfied with the Product(s) they purchased, they may request a refund or exchange within thirty (30) days from the date of purchase by returning the unused portion of the Product and a copy of the Retail Sales Receipt. If the Retail Customer purchased the Products on a Distributor's Website, then they are considered a Registered Retail Customer and the refund will be processed by Sugipu Customer Service. [For in-person retail sales, purchased directly from a Distributor and not on the Distributor's Website, refer to Retail Customer Return Policy for Purchases Direct from a Distributor (Satisfaction Guarantee).] The refund or exchange amount is based upon the retail price, sales tax (if applicable) and shipping costs.* Product refunds are made in the same form of payment as the Product purchase.

*Refunded shipping costs are calculated as the lesser of 5% retail value of the items returned but no less than the current standard flat shipping rate.

To be entitled to a refund, the following requirements must be met:

Returned Product thatdoesnot meet the criteria listed above shall not be eligible for a refund or exchange. All Product returned to Sugipu shall be retained by Sugipu, regardless of whether the return meets the criteria for receiving a refund or exchange.

2. Retail Customer Return Policy for Purchases Direct from a Distributor (Satisfaction Guarantee)

A Retail Customer is entitled to a refund on any Product purchased in the last thirty (30) days. Distributors must refund a Retail Customer's money immediately if asked to do so. After issuing a refund to a Retail Customer, Distributors must return the unused portion of the Product along with a copy of the Retail Sales Receipt and a completed Retail Customer Product Return form in order to receive a replacement for the Product from Sugipu. Retail Customer Product Return forms are available online by logging on to your Distributor Website or in person at the Sugipu Will Call desk. Distributors must request the replacement Product within thirty (30) days of the refund.

If a Retail Customer calls Sugipu Customer Service to request a refund for Product sold by a Distributor, Sugipu will notify the appropriate Distributor. If the Distributor fails to refund the Retail Customer within ten (10) days, then they are in violation of these Policies.

3. Retail Customer's Right to Cancel a Transaction

A Retail Customer may cancel a transaction, without any penalty or obligation, within Three (3) Business Days from the date of the Retail Sales Receipt.

If a Retail Customer cancels a transaction, any payments made by the Retail Customer as part of the sale shall be returned within Ten (10) Business Days following receipt by the seller of the cancellation notice.

If a Retail Customer cancels a transaction, he or she must make available to the Distributor at the Retail Customer's residence, any Products delivered to the Retail Customer as part of this sale, in substantially as good condition as when received, or the Retail Customer may comply with the instructions of the Distributor regarding the return shipment of the goods at the Distributor's expense and risk. If the Retail Customer makes the Products available to the Distributor and the Distributor does not pick them up within twenty (20) days of the date of the Notice of Right to cancel, the Retail Customer may retain or dispose of the goods without any further obligation. If the Retail Customer fails to make the goods available to the Distributor, or if the Retail Customer agrees to return the goods to the Distributor and fails to do so, then the Retail Customer remains liable for the Product.

To cancel a transaction, the Retail Customer must mail or deliver a signed and dated copy of the Retail Receipt or any other written notice, or send a certified letter, to the Distributor at the address on the front of the Retail Receipt not later than midnight of the 3rd business day.

2. Preferred Customer and Distributor Return Policies

1. Preferred Customer and Distributor Product Return or Exchange Policy (Satisfaction Guarantee)

If a Preferred Customer or Distributor is not completely satisfied with the Products they purchased, they may request an exchange or refund within thirty (30) days from the date of purchase by returning the unused portion of the Product back to Sugipu. The refund amount is based upon the price the Preferred Customer or Distributor paid at the time of sale, sales tax (if applicable) and shipping costs.* Product refunds are made in the same form of payment as the Product purchase. Product exchanges will be for a Product(s) of equal or lesser value of the price the Preferred Customer or Distributor paid at the time of sale.

*Refunded shipping costs are calculated as the lesser of 5% retail value of the items returned but no less than the current standard flat shipping rate.

To be entitled to a refund or exchange, the following requirements must be met:

  • The returned Product(s) must be accompanied by a Returned Merchandise Authorization (RMA) number provided by Sugipu Customer Service, an inventory list of the Product(s) returned, and proof that the Products were purchased from Sugipu ;
  • The returned Products must appear in the Preferred Customer's or Distributor's order history; and
  • The returned Products must have been purchased within thirty (30) days preceding the date of the return.

Returned Product that doesnot meet the criteria listed above shall not be eligible for a refund or exchange. In addition, all Product returned to Sugipu shall be retained by Sugipu, regardless of whether the return meets the criteria for receiving a refund or exchange.

3. Exclusions from Return and Exchange Policies

Only Products purchased directly from Sugipu, a Distributor Website or a Distributor are eligible for a refund or exchange. Products purchased on any non-Sugipu website (i.e., eBay, Amazon, or Craigslist) are not eligible for a refund. Due to the fact that Sugipu cannot guarantee the authenticity, freshness, safety, or quality of Products sold by unauthorized sellers of its Products, such Products are not eligible for Sugipu's Satisfaction Guarantee. Merchandise, print materials, and other sales aids purchased through third parties are excluded from refund by Sugipu.

Product returns or exchanges made for the purpose of maximizing compensation, qualifying for discount levels, incentives, bonuses or pin level advancement are prohibited. Sugipu may refuse to issue a refund if it finds in its sole discretion that any of the conditions in this section have been met.

4. Adjustments for Refunds

The returning of Product purchased by you, your Retail Customers, Preferred Customers and your downline can reduce your compensation, level or discount level, Overrides, Leadership Bonuses and/or other incentives earned previously from the initial selling of that returned Product. Sugipu will adjust compensation or advancement, deducting any amounts owed as a result of the returned Product from any compensation payable to the Distributor, and/or any incentives for which the Distributor no longer qualifies.

Advertising And Marketing Of Sugipu Products And The Business Opportunity

1. Distributor Advertising in General

What follows are general principles to help guide Distributors in the decisions they may make regarding advertising and promotion of the Sugipu opportunity (for more resources on how to advertise and promote your Sugipu business, login to your Distributor Website). Sugipu considers any direct or indirect statement or graphic using its name, logo, or trademarks or regarding its Products, results of its Products, its business opportunity, and results with its business opportunity to be forms of advertising covered by this section.

Distributors may utilize various forms of advertising so long as their business activities comply with all terms of these Policies and all local, state and federal laws and regulations.

2. No Deceptive or Misleading Advertising

It is the obligation of each Distributor to ensure that all advertisement activities are truthful, not deceptive and do not mislead customers or potential Distributors in any way. Advertisements and marketing activities should be professional and appropriate. Any Distributor who engages in abusive language or inappropriate conduct that causes disruption to the normal business of Sugipu or that of any Distributor, or that is injurious to the image or reputation of Sugipu or that of any Distributor is in violation of these Polices.

3. Professionalism in Advertising

When a Distributor is representing Sugipu, whether in person or in a social network community, they must be respectful and conduct themselves with professionalism. Distributors must promote Sugipu in an appropriate manner to maintain brand integrity.

When promoting Sugipu, Distributors must avoid using abusive language, inappropriate conversations, comments, images, video, audio, or any other adult, profane, offensive, hateful, threatening, harassing, defamatory, discriminatory, vulgar, or unlawful content (negative activity). It is within Sugipu's sole discretion to determine what negative activity is. Negative activity and potential violations of these Policies may be reported to the Business Ethics Team at [email protected], including detailed descriptions, links, and screenshots.

4. Claims

Sugipu considers any statement or assertion about its Products, results on Products, use of Products, its business opportunity, and results with its business opportunity to be a claim within the scope of this section . When discussing or promoting Sugipu, Distributors may make only those claims or representations found on product packaging, the Sugipu Website or in current literature published by Sugipu. Distributors may describe, in general terms, the positive impact Sugipu has had on their lifestyle or the positive results they have personally experienced from using Sugipu products so long as the statement is truthful, accurate, not misleading to a consumer, and Follows the guidelines set forth in Product Claims and Income Claims below.

1. Product Claims

Distributors should always caution customers to see their doctor before beginning a Sugipu product regimen, and may state that Products are safe when the directions for use on the product labels are followed. Distributors may not state that any Product has been approved by the Food and Drug Administration (FDA). Product claims and statements suggesting that Products can be used to diagnose, treat, cure, or prevent any illness, disease or medical condition are prohibited by Sugipu and by the laws and regulations of jurisdictions in which Sugipu operates.

Testimonials regarding Sugipu Products must reflect typical results under the circumstances shown in the advertisement, or must disclose the generally expected performance in the circumstances shown in the advertisement. Under no circumstances shall a testimonial be used to make a claim not otherwise permitted with respect to the Product. These claims or testimonials must also provide the following disclaimer: Personal testimonials reflect individual experiences of Sugipu Independent Distributors and are not necessarily typical of the results you may obtain. Results vary with individual effort, consistency of use, body composition, eating patterns and exercise. Sugipu makes no guarantee as to the results that you may experience. Sugipu encourages healthy, sustainable weight loss with consistent healthy lifestyle activities over a period of time. If an individual has a medical condition or is pregnant or nursing, Sugipu recommends that the individual consult his or her healthcare professional before starting a Sugipu Product regimen. Individuals should always read the product label before use.

2. Income Claims

Distributors may not make future income projections or income claims regarding the amount of money they or others may expect to earn through the Sugipu Compensation Plan.

Distributors may not make any statement about their Sugipu income or the Sugipu Compensation Plan that is untrue, misleading or based upon any experience other than the Distributor's personal experience. Distributors must provide the complete, current Sugipu Income Disclosure Statement found on the Sugipu website to all individuals to whom they promote the Sugipu opportunity, provide income information, or share lifestyle claims that imply income from Sugipu contributed.

Distributors must clearly disclose that success in Sugipu depends on a number of factors; including effort exerted by the Distributor in selling Products and in helping train those Distributors whom he or she sponsors. business opportunity, provided the complete and current Sugipu Income Disclosure Statement is simultaneously provided to the recipient. If such claims or testimonials are made on the internet or on social media, Sugipu recommends providing a link directly to the current Income Disclosure Statement on the Sugipu website. These testimonials must also provide the following disclaimer.

Personal testimonials reflect individual experiences of Sugipu Independent Distributors and are not necessarily typical of the results you may obtain. Earnings depend on a number of factors, including your individual effort and the area in which you live. For more information regarding earnings, see the Sugipu Income Disclosure Statement.

5. Advertisements Must Identify the Sugipu Independent Distributor

Distributors must clearly identify themselves as a Sugipu Independent Distributor in all advertisements, including but not limited to, social media posts and websites. Distributors may not under any circumstances represent themselves, either explicitly or implicitly, as an agent or employee of Sugipu as a company. All advertisements and marketing, including telephone calls, websites, or emails, Must not indicate or suggest that the recipient has reached the Sugipu Corporate Office.

6. Distributors Must Advertise Products at the Suggested Retail Price

Although Distributors alone are responsible for setting prices for Products they sell to their customers, in order to maintain Sugipu 's premium brand image, business goodwill, and the integrity of its sales channel, all Sugipu -related public marketing must advertise Products at the suggested retail price. Advertising Product discounts, free Product or free samples is prohibited.

7. Combined Business Advertising

Advertisements and marketing may not be combined, commingled, or in any way cross-promoted with any other products or business ventures that are not officially associated with Sugipu. Advertising other direct selling companies, opportunities, supplements or weight-loss products while advertising Sugipu is prohibited.

8. Company-Created Advertising Materials

On occasion Sugipu may itself produce materials, videos or sales aids and make them available for use by Distributors. Generally, if a logo, graphic or Sugipu Sales Aid is intended for Distributor use, it will be posted or made available for download on the Distributor Website after login. These company-created materials may not be edited or manipulated in any way other than to add contact information for the Distributor or an event.

9. Use of Logos, Trademarks and Copyrighted Material

Sugipu owns all Sugipu trademarks, trade names, logos and copyrighted images and content. Distributors may not use Sugipu trademarks, trade names or corporate logos without express written approval from Sugipu.

10. Use of Distributor's Name, Likeness or Image

Distributors shall be deemed to consent to Sugipu's use of his or her name, testimonial, and image or likeness in connection with advertising, promoting and publicizing the Sugipu opportunity, Products or any Sugipu -related event. Unless otherwise published in official Sugipu publications, Distributors are prohibited from using the name, testimonial and image or likeness of other Distributors, Preferred Customers, or Retail Customers without express written consent from those Distributors.

11. Video and Audio Recordings and Use

Sugipu encourages Distributors to utilize current corporate videos and audio files available on its website, Sugipu YouTube channels, other Sugipu social media sites and any other official Sugipu platform to promote Sugipu in person. These videos and audio recordings are owned by Sugipu and may not be edited or manipulated in any way. The recording of speakers at corporate events is prohibited. At Distributor-led events, training calls or meetings, Distributors seeking to record must first get permission from the speaker(s). Recordings may not be sold, distributed or uploaded to the internet. It is the responsibility of the Distributor to ensure that any of the material they are recording is in compliance with this Polices as well as local, state and federal laws and regulations.

12. Marketing to Minors

Although many Products are suitable for children as provided on the Sugipu website Age Guidelines, Distributors are prohibited from marketing, selling or distributing Products directly to minors (or anyone under the age of 18).

13. Mass Media Advertising

Distributors are not permitted to advertise their business, Products or the Sugipu business opportunity on television, radio, billboards, national print, within published articles, online publications, and mass mailings or through channels otherwise deemed inappropriate by Sugipu. Subject to the other terms of this section , Distributors are permitted to advertise in their local newspaper, community newsletters, local opportunities, through local Chamber of Commerce and/or telephone book listings, provided the advertisement does not exceed $700 per ad Distributors may not advertise as an agent or representative of Sugipu under the help wanted section of a directory or newspaper, nor imply that the Distributor is seeking to hire or employ an individual. Advertisements may be placed under the business opportunity section of a directory or newspaper, and the ad must clearly provide that the opportunity is that of a Sugipu Independent Distributor.

14. Advertisements and Marketing Must Abide By the Law

Promotion of Sugipu Products and the business opportunity by Distributors is considered commercial speech, or speech done on behalf of a company or individual for the intent of making a profit. This type of speech has the intent of convincing consumers to take part in a particular action, such as purchasing Products or engaging with Sugipu. This commercial speech must be truthful, and must not be deceptive or misleading to the reasonable consumer. Government agencies have established guidelines and rules for what may and may not be communicated in commercial speech, and even a Distributor's personal experience may not conform to these guidelines. Distributors are responsible for complying with these legal requirements as well any relevant local, state and federal laws and regulations.

15. Endorsers and Sponsorships

Sugipu Endorsers and Sponsorships are subject to change. For the most current and accurate information, please consult the Sugipu website.

Distributors may not use an Endorser's image or likeness, upload or add any videos, photos, commercials, or information about any Sugipu Endorser without the express written consent of Sugipu , unless published by Sugipu specifically for Distributor use or sharing purposes.

Endorsers receive free Product in exchange for their endorsement and are compensated for their time and appearances.

16. Distributor-Created Contests, Incentives and Sweepstakes

Distributors are responsible for complying with all local, state and federal laws and regulations associated with any contests, incentives and sweepstakes they choose to host. Distributors are encouraged to speak with their personal attorney and/or consult the IRS and FTC websites to ensure compliance with relevant laws and IRS reporting requirements.

All promotions must provide the name(s) of the sponsoring Distributors, disclose details regarding the promotion, and indicate that the promotion is not sponsored or approved by Sugipu. Promotions shall also provide rules specific to the contest, incentive or sweepstakes, such as who can enter, how to enter, the start and end of the promotion period, the nature and Value of the prize, number of prizes awarded, odds of winning, free entry, how to redeem the prize, etc. Distributors must award all prizes earned or won. Participants of the promotion must also disclose in any marketing or advertisement thattheyare participating in a promotion.

Certain promotions, such as lotteries, are prohibited for providing motivation or inducement to participate. Lotteries are games of luck that require an entry fee, payment, product order, substantial effort (i.e. filling out a form or completing a questionnaire), activity requirement or some other form of consideration. An example of a lottery is a raffle drawing where participants must pay to play for a random chance to win a prize.

17. Marketing Products through Professional Service Establishments

Distributors may be approved to sell Products in certain brick and mortar establishments where professional services are the primary source of revenue (see Definition of Establishment). However, in order to protect the brand image and unique sales channel of Sugipu, a Distributor must seek prior approval and must adhere to the guidelines set forth below, or they will be subject to disciplinary action, at the sole discretion of Sugipu.

In order to sell or display Products in an Establishment a Distributor must adhere to the following guidelines:

1. Definition of Establishment

Establishments may include: health clubs, gyms, spas, hair or nail salons and health professional's offices. Establishments may not include: product retail stores, internet auction sites, mall kiosks, department stores, smoothie or juice shops, gas stations, convenience stores, chain or franchised retail outlets, mass-merchandising outlets or pharmacies (Note: this is not an exhaustive list. Sugipu reserves the right to evaluate an Establishment on a case-by-case basis, and, should it become necessary, take disciplinary action if the Distributor is not in compliance with this section ).

18. Exhibitions, Fairs or Trade Shows

Distributors may be approved to sell Products in certain limited-duration exhibitions, fairs, home shows, trade shows and other seasonal or annual events. For these events, an Exhibition Request Form must be submitted to the Sugipu Legal Department at least 7-10 business days prior to the expected event.

19. International Sales and Advertising

You may not sell any Products, distribute any literature, place any advertisement or conduct any other activity toward the promotion or establishment of the Sugipu business or Products in any country other than India.

20. Use of Personal Independent Websites

Sugipu provides Distributors with a Distributor Website from which they can market Sugipu Products and the opportunity as well as receive training.

Distributors are prohibited from owning, establishing and/or operating their own independent websites to market the Products, promote the Sugipu business opportunity or offer Sugipu -related training.

Sugipu reserves the right to classify a Distributor's social media and online presence as the functional equivalent of operating an independent website. For example, a website developed on a blogging platform through a third party or other social media presence that is developed for the primary purpose of marketing or promoting the Products and/or the Sugipu opportunity, gain leads, or to offer Sugipu -specific training may be considered the functional equivalent of an independent website.

1. Wind Down of Personal Independent Websites

If, as of the effective date of these Policies, a Distributor already owns and/or operates their own independent website, they shall have until September 11, 2017 to wind down, close and disable their independent website to be in compliance with this section. Prior to September 11, 2017, all independent websites must include only the most current marketing materials provided by Sugipu on the Sugipu Website and must be in compliance with all other Policies on advertising.

21. Sugipu -Related Domain Names and Email Addresses

Distributorsarenotpermittedto own, create or maintain domain names, email addresses and/or online aliases that utilize Sugipu 's trademarks or trade names, could cause confusion, be misleading or deceptive to consumers by appearing to be connected to the Sugipu Corporate Office. Sugipu will determine, in its sole discretion, whether such could cause confusion or is misleading or deceptive.

22. Unsolicited Communications Sent By Fax or Email

A Distributor may not, directly or through a third party, use or transmit unsolicited faxes, mass email distribution, unsolicited bulk email, unsolicited texts, auto dialers, unsolicited phone calls, or engage in spamming in connection with promoting the Products or Sugipu opportunity. Distributors must comply with the requirements of the CAN-SPAM Act, related FTC regulations, and another applicable laws or regulations.

Appropriate communications must clearly disclose that the message is an advertisement or solicitation and identify the Sugipu Distributor as the sender and must include a functioning return method of communication to the sender. The communication must also include language describing a method by which the receiving party may opt-out. All opt-out requests must be honored. Failure to honor within ten (10) business days of receiving the request is a violation of these Policies.

23. Web Applications (Apps)

Sugipu offers web applications (Apps) for Distributor and customer use. Distributors are prohibited from owning, establishing and/or operating their own independent App(s) to market or sell the Products, promote the business opportunity, gain leads or offer training.

24. Search Engine Marketing

Distributors may choose to use paid search engine marketing (such as Google Ad Words). Distributors agree to cooperate fully with Sugipu so that Search Engines list the Sugipu website as the top search result when a user makes a query containing the name Sugipu and any Sugipu trademark or Sugipu owned content. Distributors may not bid on or purchase (or encourage or solicit any third party to bid on or purchase) any Sugipu trademark or Sugipu owned content as a meta-tag, keyword, paid search term, sponsored advertisement or sponsored link used to trigger search results. If Distributors wish to use any such meta-tags or search-based advertising programs to advertise Sugipu Products or the opportunity, they may do so only using generic, unbranded search terms such as supplements, energy, health, etc.

Before purchasing a search engine marketing advertisement, Distributors must register the advertisement with Sugipu by sending a full copy of the ad to [email protected] Distributors may not use Sugipu trademarks or other information that would lead a consumer to believe that they are accessing Sugipu's website and not a Distributor's personal website or their Distributor Website. The advertisement must include the Distributor's information. At any time, Sugipu may request immediate removal of search engine marketing that is confusing, misleading, or deceptive to consumers. All search engine marketing must comply with all terms of the Policies, including this .

25. Sponsored Links on the Internet

To avoid brand confusion and protect brand reputation, and in fairness to all Distributors, Distributors are not permitted to purchase sponsored Sugipu related advertisements on other websites or social media.

26. Social Networking and Social Media

Distributors may use social media and networking sites, online forums, discussion groups, blogs, webinars and other forms of internet communication to find new prospective Distributors and/or customers. These online social networks may be used to drive traffic to the Distributor's Sugipu Website. Social Networks include such sites as Face book, Instagram, Twitter, YouTube, Snapchat, Pinterest, Flickr, LinkedIn, Google+, Tumblr, etc.

It is the Distributor's obligation to ensure that all content they post on social networks is current and that any old content that is out of compliance with any terms of the Policies is immediately and permanently removed. Distributors who use social networking sites must also comply with the rules associated with that particular website or network.

27. Distributors are Responsible for Their Postings

Distributors are personally responsible for their postings and all other online activity related to Sugipu. Therefore, even if a Distributor does not own or operate a social media site, if a Distributor makes a post that relates to Sugipu, or which can be traced back to Sugipu, the Distributor is responsible for the posting. Distributors are also responsible for postings which occur on any blog or social media site the Distributor owns operates or controls.

28. Team Business Training on Social Media

A Distributor may create Distributor team training pages on private forums such as social media accounts with appropriate privacy settings, which includes invite-only group pages or personal pages closed to the public. The intended audience of these pages must only be active Distributors, not consumers or the public at large.

At any time, Sugipu may request access to a private forum in which the Sugipu business opportunity, Distributors or Sugipu -related training are discussed. The Distributor who has the ability to grant access is required to immediately provide Sugipu with entry to the forum.

29. Use of Videos on Social Media

Distributors are encouraged to use Sugipu corporate videos to advertise or promote the Products and the business opportunity. Sugipu corporate videos must be re-posted in their entirety and may not be modified in any way.

The disclaimers required in this section must be provided in their entirety in the video, either verbally or displayed in writing, for a reasonable amount of time in order to enable the viewer the ability to review the information. It is the responsibility of the Distributor to ensure any of the material he or she is recording or providing is current and in compliance with these Policies, as well as any local, state and federal laws and regulations.

No other videos are approved for Distributor use to promote the Distributor's Sugipu business and, as such, Distributors may not create videos that combine personal material with Sugipu trademarks or Sugipu content except as provided below.

1. Personal Videos on Private Forums

Distributors may create personal videos that use Sugipu trademarks or Sugipu content solely for the purposes of training current Distributors. The intended audience of these videos must be current Distributors, not consumers or the public at large. They may only be shared on private forums such as social media accounts with correct privacy settings, which may include invite-only group pages or personal pages closed to the public. At any time, Sugipu may request access to a private forum in which its Products, Distributors or business opportunity are discussed. The Distributor who has the ability to grant access is required to immediately provide Sugipu with entry to the forum. These videos must be in compliance with these Policies and must contain the following disclaimer, spoken and/or in writing: This type of video is not sponsored or endorsed by Sugipu. The information and views in it are provided by a Sugipu Independent Distributor to be viewed by other Sugipu Independent Distributors. It may not be shared with the public.

2. Business Training Videos

Any video that discusses the Sugipu opportunity and/or explicitly or implicitly makes an income or lifestyle claim must use this additional disclaimer: Personal testimonials reflect individual experiences of Sugipu Independent Distributors and are not necessarily typical of the results you may obtain. Earnings depend on a number of factors, including your individual effort and the area in which you live. For more information regarding earnings, see the Sugipu Income Disclosure Statement.

3. Product Training Videos

Any video that discusses ormentionsthe Products must include this additional disclaimer:

Personal testimonials reflect individual experiences of Sugipu Independent Distributors and are not necessarily typical of the results you may obtain. Results vary with individual effort, consistency of use, body composition, eating patterns and exercise. Sugipu makes no guarantee as to the results that you may experience. Sugipu encourages healthy, sustainable weight loss with consistent healthy lifestyle activities over a period of time. If an individual has a medical condition or is pregnant or nursing, Sugipu recommends that the individual consult his or her healthcare professional before starting a Sugipu Product regimen. Individuals should always read the product label before use.

Personal Videos on Public Forums

Distributors may post personal videos of their own or video clips to share their own story without using Sugipu trademarks or content.

Video Streaming

Streaming services, such as Face book Live, may be used by a Distributor to share their Sugipu story live with their team, customers and Prospects on public forums. Once the video is saved, it is considered a video subject to the requirements in this and may only stay on a private forum.

Video streaming that is advertised or promoted in advance as a Sugipu -related training or webinar may only be hosted on a private or invite-only forum.

30. Post-Termination Social Media Presence

If the Distributor Agreement is terminated, canceled or the Distributor resigns, the Distributor must discontinue use of the Sugipu name, trademarks, copyrighted images, trade names, another intellectual property and all derivatives in any postings and on all social media sites. If the Distributor posts on any social media site on which she or he has previously identified as a Sugipu Distributor, then the Distributor must conspicuously disclose that they are no longer a Sugipu Distributor.

The Distributor must also remove from public view all references and posts regarding Sugipu from social networking profiles within five (5) business days from the date they are no longer a Distributor. If the Distributor has a Sugipu -related social networking group presence, they are also required to remove the group from public view. The Distributor may transfer the administration rights to another Sugipu Distributor in good standing.

Disciplinary Action And Dispute Resolution

1. Notice of Disciplinary Action

Should it become necessary for Sugipu to place on probation, suspend, or terminate a Distributorship, the probation, suspension or termination becomes effective on the date Sugipu sends notice to the Distributor against whom disciplinary action is taken. The notice will be sent to the Distributor's mailing address and/or email address of record (See Notices and Other Communications).

2.Forms of Disciplinary Action

The Policies are in place to protect Sugipu and the business opportunity for all Distributors. Violations of the Policies are considered extremely serious and may subject a Distributor to disciplinary action, at the sole discretion of Sugipu. Sugipu may attempt to address a violation by counseling the Distributor; however, depending on the particular situation, more severe disciplinary measures may be required including, but not limited to, the following:

  • Legal Hold: a period of time in which a Distributor's account is frozen during an investigation of a possible Policy violation. During this time, the Distributor may not buy or order Products, sign up new Distributors or earn compensation through the Compensation Plan. Sugipu agrees to investigate the violation within a reasonable amount of time and release the legal hold upon the determination that the Distributor's conduct is not subject to further disciplinary action. Withheld compensation that would have been earned by the Distributor during the legal hold period is forfeited and may be retained by Sugipu while the Legal Hold is pending investigation unless and until the Distributor is found not at fault and then the compensation may be returned to the Distributor upon request;
  • Warning: issued to clarify the meaning and application of a specific Policy and advice that continued violation will result in further disciplinary action;
  • Probation: a defined period of time in which the Distributor is considered not in good standing, but may continue to conduct certain aspects of their distributorship, unless otherwise communicated by Sugipu , including buying Products, placing orders on his or her Distributor Website, earning compensation through the Compensation Plan and signing up new Distributors. However, while a Distributor is considered not in good standing he or she will not be eligible for certain Distributor privileges, including but not limited to earning incentives, participating in Leadership or Diamond and above events, receiving recognition for pin level advancement, or taking part in the Leads program. It is within the sole discretion of Sugipu to restrict or allow certain Distributor rights and privileges within the probationary period;
  • Suspension: a defined period of time where, or until certain specified conditions are met, a Distributor is considered not in good standing. During a suspension the Distributor's account is frozen and all rights to conduct the Sugipu business and participate in Distributor events, Along with any eligibility for earning incentives and compensation are revoked. Withheld compensation that would have been earned by the Distributor during the suspension period is forfeited and may be retained by Sugipu; or
  • Termination:The complete cancellation of a Distributor Agreement and revocation of the Distributor's rights, including the right to receive any further compensation whether accruing before or after the termination date. Upon termination, the Distributor must immediately cease to represent himself or herself as a Distributor. Sugipu reserves the right to take disciplinary action against a Distributor at any time, with or without prior notice, whenever it is determined to be the necessary and appropriate action. Upon disciplinary action, a Distributor's earnings and incentives may be forfeited at the sole discretion of Sugipu. Sugipu reserves the right to recoup damages and pursue legal action for violation of its Policies or its Distributor Agreement. Notwithstanding the foregoing section, any probation, suspension or termination invoked by Sugipu becomes effective on the date Sugipu sends notice to the affected Distributor(s). The notice will be mailed and/or emailed to the Distributor's physical address and/or email of record with Sugipu. Legal holds are the exception to this notification process as they are the most minor forms of disciplinary action, and will be effective immediately with or without notification.

3. Termination for Convenience

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

4. Procedures for Appeal

A Distributor may appeal the withholding of compensation, probation, suspension or termination by sending a written explanation to the Sugipu Legal Department addressing why the disciplinary action should not be taken. In order to be considered, appeals must be sent by certified or registered mail to the Sugipu Corporate Office (attention: Legal Department) or by email to [email protected] Appeals must be received by Sugipu no later than twenty (20) days from the date of the notice of disciplinary action. Any sanction(s) shall remain in place during the appeals process. Sugipu will review all timely appeals and notify the Distributor of the final decision. The appeal decision is final and is not subject to further review.

5. Repurchases Associated with a Terminated Distributorship

A Distributor whose Distributorship is involuntarily terminated by Sugipu may request, at the time of termination, that Sugipu repurchase unused Products in the Distributor's possession. Any request for repurchase must be sent to the Sugipu Legal Department via email at [email protected] and will need to be able to meet the requirements set forth in Refunds Associated with a Resignation.

6. Pre-Cancellation and Post-Cancellation Slander, Libel or Disparagement

A Distributor or former Distributor shall not slander or libel Sugipu at any time. A Distributor or former Distributor also shall not disparage Sugipu or its current Distributors during the period of any disciplinary actions pending against the Distributor, and for a period of one (1) year following the conclusion of their Distributorship. This provision shall survive termination of the Contract.

7. Post-Termination Reapplication

If a former Distributor who has been terminated by Sugipu seeks to become a Distributor again, that individual must first wait twelve (12) months from the date of termination to be considered for reapplication. At that time, the Applicant must submit a letter to the Sugipu Legal Department at [email protected] Stating why he or she should be allowed to operate a Distributorship once again. It is within the sole discretion of Sugipu whether or not to permit the individual to contract into a new Distributorship. If approved, the individual will have no right to his or her original downline or discount level, and must execute a new Distributor Agreement as well as purchase a new Distributor Kit. If a former Distributor's reapplication is denied, then the former Distributor must wait a full calendar year before following the same reapplication process set forth above.

8. Limitation of Remedies

To the fullest extent permissible under applicable law, neither Sugipu nor any of its officers, directors, managers, employees, agents, or affiliates shall be liable to any Distributor or anyone else for any indirect, consequential, incidental, special, or punitive damages that arise out of or relate to the Contract, including but not limited to: alleged damages relating to delays or failures with regard to the ordering, delivery, and quality of Sugipu Products; the payment or non-payment of compensation under the Compensation Plan; and any information provided by Sugipu to Distributors, including information relating to down lines, up lines, Distributor lists and earnings, and other similar information. Neither Sugipu nor any of its officers, directors, managers, employees, agents, or affiliates shall be liable under any theory for any condition or circumstance caused by force majeure, including but not limited to strikes, labor difficulties, riots, war, fire, natural disasters, death, curtailment or interruption of a source of supply, or government decrees or orders.

9. Mandatory Arbitration and Dispute Resolution

Except as may be expressly provided otherwise by these policies, any claim or controversy arising out of or relating to the contract, whether such claim arises in tort, contract, equity, or otherwise, shall be resolved by binding and confidential arbitration administered by the indian council for arbitration in accordance with its then existing commercial arbitration rules before a single arbitrator. The arbitrator shall have exclusive authority to determine whether any particular claim or controversy is arbitrable and covered by this provision. Distributors hereby waive their rights to trial by jury or by any court except as expressly provided herein. The hearing shall occur not later than one hundred and eighty (180) days from the date the demand is made, absent agreement by the parties or extraordinary circumstances, with a judgment on the award entered within thirty (30) days after the conclusion of the hearing. The arbitration shall be conducted in Udupi, karnataka, which shall the exclusive location of the arbitration absent agreement by the parties or extraordinary circumstances. However, the judgment on the award may be entered in any court having jurisdiction thereof.

Each party to the arbitration proceeding shall be entitled to no more than twenty (20) requests for production, ten (10) interrogatories, and five (5) depositions. All responses to requests for production and interrogatories are due within ten (10) days from the date they are served. All documents must be provided within three (3) days after the responses to requests for production are due. The foregoing discovery limitations and deadlines may be modified or expanded at the discretion of the arbitrator for good cause shown. The arbitrator has the discretionary authority to award the costs of the arbitration, the arbitrator's fees, and any reasonable and necessary legal fees incurred in connection with a dispute resolved in favor of the prevailing party. The costs of initiating the arbitration shallbe borne bytheparty initiating arbitration. The costs of bringing any counterclaims shall be borne by the party alleging the counterclaims. All remaining costs and fees shall be split equally between the parties up through issuance of a final award. Without giving effect to any choice of law analysis, the parties agree the contract, and any matter arising out of, relating to, or involving the contract, including tort claims, will be governed by the laws of india and in accordance with indian arbitration and concilition act 1996. The arbitrator shall have exclusive authority to resolve any dispute relating to the enforceability of this arbitration provision, including, but not limited to, any claim that all or part of this provision is void or voidable.

Unless otherwise stipulated by all parties thereto, the parties and the arbitrator shall maintain the confidentiality of the arbitration proceedings and shall not disclose to any third party: the substance of, or basis for, the controversy, dispute, or claim; the substance or content of any settlement offer, settlement discussions, or offers associated with the dispute; the pleadings, or the content of any pleadings, or exhibits thereto, filed in any arbitration proceeding; the content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in an arbitration; the terms or amount of any arbitration award; and the rulings of the arbitrator on any procedural and/or substantive issues involved in the case.

The parties further agree that no arbitrator has the authority to: (1) award relief in excess of what this agreement provides; (2) award consequential or punitive damages or any other damages not measured by the prevailing party's actual, direct damages; or (3) order consolidation or classarbitration, consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. In this regard the parties specifically agree that they may bring disputes against the other party only in an individual capacity and not as a class member in any purported class or representative proceeding including without limitation any class action or class arbitration. An arbitrator shall not combine or consolidate more than one party's claim without the written consent of all affected parties to an arbitration proceeding.

Notwithstanding the foregoing, nothing in these policies or the contract shall prevent sugipu from applying to and obtaining from any court having jurisdiction a writ of attachment, temporary restraining order, preliminary or permanent injunction, relief pursuant to indian rule of civil procedure, or other relief to safeguard and protect sugipu 's interests and rights, including without limitation, rights with respect to confidential information, logos, trademarks and copyrighted materials at any time prior to, during, or following the filing of any arbitration proceeding.

The institution of any action for equitable relief under this provision or to enforce an award or order shall not constitute a waiver of the right or obligation of any party to submit all claims to arbitration.

If any distributor initiates litigation outside of arbitration in violation of the provisions of this section, and upon demand by sugipu fails to submit the matter to arbitration, the distributor shall be liable to sugipu for all costs, expenses, and legal fees incurred in compelling arbitration of the matter.

any amendments to this arbitration provision shall apply only prospectively, not retrospectively, and shall be effective fourteen (14) days after posting by sugipu. Any amendments to this arbitration provision shall not apply to any claim or controversy for which a distributor has provided sugipu actual, express, written notice prior to the effective date of the amendments.

This section shall inure to the benefit of sugipu and all of its parents, subsidiaries, affiliates, officers, directors, members, managers, agents, employees, attorneys, successors, and assigns, any of whom shall be entitled to invoke or seek enforcement of these provisions, and shall cover all claims asserted against any of them that arise out of or relate to the contract.

To the extent this arbitration provision or any portion thereof is determined to be in violation of, or unenforceable to any extent under, any state or federal law, the partiesagree thatsuch provision or portion is severable and may be revised to be consistent with applicable law, and to effectuate to the maximum extent possible the original terms and intent of this provision.

10. Governing Law, Jurisdiction and Venue

The Contract, its interpretation and enforcement, and all claims arising out of or relating to the Contract, whether asserted in law or equity, contract-based, tort-based, or otherwise, and including substantive claims or defenses asserted within any arbitration proceeding, shall be governed by the laws of Government of India without regard to choice of law or conflicts of law principles. Procedural matters in any arbitration proceeding shall be governed by the IACA and, unless otherwise conflicting with the IACA, the TAA. Mandatory and exclusive jurisdiction and venue of any claim, dispute, matter, controversy, or action between Sugipu and any Distributor(s) that is not subject to arbitration shall be in the courts of Udupi, and/or the Karnataka High Court, to the exclusion of all other venues and forums, and Distributor hereby waives any and all objections to such venue, including personal jurisdiction and forum non convenient. The institution of an action or proceeding by a Distributor against Sugipu in another venue or forum in violation of this provision shall be a material breach of the Contract causing Sugipu irreparable harm, and Distributor agrees and stipulates that Sugipu shall be entitled to temporary, preliminary, and permanent anti-suit injunctive relief to enforce this provision.

Assignment Or Sale Of Distributorship

1. Assignment or Sale of Distributorship Agreement Prohibited

No Distributor may sell, assign or encumber any interest in its Distributorship, without the prior written consent by the Sugipu Legal Department, which may be denied in the sole discretion of Sugipu. If a Distributorship is inherited or held in trust or held on behalf of a legally incapacitated Distributor, as specified in Disposition of a Distributorship - Death or Legal Incapacity, a new Distributor Agreement must be signed by the beneficiary, trustee or person holding the Distributorship on behalf of a legally incapacitated Distributor and is subject to the approval or rejection of Sugipu in its sole discretion.

Disposition Of A Distributorship - Death Or Legal Incapacity

1. Passing on Your Distributorship

Subject to the automatic rights of a surviving spouse (who is an Applicant or Co-Applicant) as set out in Surviving or Capable Spouse, a Distributor may choose to pass their Distributorship on to a beneficiary (ies) in the event of their death in a valid will or testamentary document. A Distributorship does not automatically pass down to a Distributor's beneficiary (ies) without it being expressly written in a valid will or other testamentary document. Instead, all Distributorships that are not included in a valid will or testamentary document (including a testamentary trust) may be terminated, deemed vacated, and/or may roll up to the next up line Distributor, all in the sole discretion of Sugipu.

Notice of a Distributor's death must be provided to the Sugipu Legal Department (email: [email protected]) within thirty (30) days of the date of death to prevent the Distributor's account from being purged. A certified copy of the death certificate must be provided upon request.

Distributors are encouraged to seek professional legal assistance from an attorney to ensure the proper transfer of the Distributorship. Inheritance of a Distributorship does not guarantee that a beneficiary will receive any earnings at any particular level. Success in Sugipu is dependent upon successful sales efforts, which require hard work, diligence and leadership. The success of a beneficiary will depend upon how effectively he or she exercises these qualities.

2. Surviving or Capable Spouse

When a Distributorship consists of a married couple (Applicant and Co-Applicant) and one person dies or becomes legally incapacitated, the Distributorship will remain in the name of the surviving or capable spouse. The surviving or capable spouse must forward a certified copy of the death certificate or declaration of legal incapacity, as the case may be, to Sugipu to change the ownership of the Distributorship.

3. Eligibility Requirements to Inherit or Operate an Existing Distributorship (pursuant to Disposition Of A Distributorship - Death Or Legal Incapacity)

  • Must be least 18 years of age;
  • Must not be a current Sugipu Independent Distributor or Preferred Customer;**
  • Must reside in a geographic area where Sugipu operates its direct selling business;
  • Must read and accept the Policies; and
  • Must agree to and submit a signed Distributor Agreement.

**If a beneficiary has an existing Distributorship or Preferred Customer membership, the beneficiary may decide within a reasonable amount of time which account to operate, and which to terminate. This requirement does not apply to a trustee designated to operate a Distributorship on behalf of a beneficiary.

4. Distributorship Left to a Single Beneficiary in a Valid Will

When a Distributorship is disposed of in a will transferring it to a single beneficiary, Sugipu will transfer ownership of the Distributorship in accordance with the terms of the will. In order to inherit a Distributorship, the beneficiary must meet the eligibility requirements in Eligibility Requirements to Inherit or Operate an Existing Distributorship. Failure of the single beneficiary to meet the eligibility requirements within sixty (60) days, or completion of probate following the death of the original Distributor, may result in the termination of the Distributorship unless the Distributorship is held in trust.

5. Distributorship Left to Multiple Beneficiaries in a Valid Will

If a will designates more than one beneficiary, Sugipu will place the Distributorship in one name as decided by all named beneficiaries. If all named beneficiaries cannot agree among themselves in whose name to place the Distributorship, Sugipu shall make that decision in its sole discretion. The chosen named beneficiary must meet the eligibility requirements in Eligibility Requirements to Inherit or Operate an Existing Distributorship within sixty (60) days of the death of the original Distributor or upon completion of probate. A Distributorship cannot be divided. Upon earning compensation, Sugipu will issue one compensation check per Distributorship. Sugipu will not divide funds earned from the Distributorship. The beneficiaries shall have no claim or recourse against Sugipu for how any compensation paid to the Distributorship is allocated among the beneficiaries.

6. Distributorships Left in Trust

A trust created in the will of the Distributor may be established in order to leave a Distributorship to beneficiaries at the time of the Distributor's death. For example, a testamentary trust may be established for the benefit of minor children or incapacitated adults.

The terms of the trust should designate a trustee who will operate the Distributorship or appoint a third party to do so. Sugipu reserves the right to deny the transfer of a Distributorship to a trust created under the will of a Distributor if it determines the trustee does not meet the eligibility requirements in Eligibility Requirements to Inherit or Operate an Existing Distributorship, or is not sufficiently authorized or capable of operating the Distributorship in compliance with the Policies.

Upon the transfer of a Distributorship, the beneficiary is eligible to earn compensation pursuant to the Policies. Upon dissolution of the trust, if applicable, pursuant to the will of the Distributor that created the trust, the beneficiaries and trustee must decide who will be named on the Distributorship in order for it to continue operating. Sugipu will continue to issue one compensation check per Distributorship.

7. Procedure for Beneficiary or Trustee to Operate a Distributorship

In order for a beneficiary or trustee to operate a Distributorship, he or she must satisfy the following requirements:

  • Provide Sugipu with a certified copy of the death certificate and a notarized copy of the will or other instrument establishing the beneficiary's valid right to the Sugipu business;
  • The single beneficiary or trustee must sign a Distributor Agreement;
  • The beneficiary or trustee must meet the eligibility requirements in Eligibility Requirements to Inherit or Operate an Existing Distributorship of the Policies;
  • The beneficiary or trustee must comply with the Distributor Agreement and the Policies;
  • If a Distributorship is left to more than one beneficiary or if it is left to minor(s), then the beneficiaries or trustee must establish a business entity and acquire a Federal Tax ID Number. Sugipu will issue compensation checks and one IRS Form 1099 to the business entity or single person designated; and
  • Provide Sugipu with an address or account of record to which all compensation checks shall be sent.

8. Distributor Leaves No Valid Will

When a Distributorship has no Co-Applicant and the Distributor has not expressly provided for the transfer of the Distributorship in a valid will, the Distributorship shall terminate upon notice of the Distributor's death. In such event, the Distributorship may roll up to the next up line Distributor in Sugipu's sole discretion.

9. Legal Incapacity

Subject to the automatic rights of a surviving spouse who is an Applicant or Co-Applicant as set out in Surviving or Capable Spouse? if a Distributor becomes legally incapacitated and has a valid Power of Attorney for Property or similar Mandate in place or a person has been appointed as the guardian of the Distributor by a court of competent authority, such Attorney appointed under the Power of Attorney document or similar Mandate or court appointed guardian (hereinafter Personal Representative) may continue to operate the Distributorship on behalf of the legally incapacitated Distributor for the duration of such legal incapacity. Notice of a Distributor's legal incapacity must be provided by the Personal Representative to the Sugipu Legal Department (email: [email protected]) within thirty (30) days of the date of the declaration of legal incapacity to prevent the Distributor's account from being purged. A certified copy of the declaration of legal incapacity must be provided by the Personal Representative upon request. Sugipu reserves the right to deny the continued operation of the Distributorship by the Personal Representative if it determines the Personal Representative does not meet the eligibility requirements in Eligibility Requirements to Inherit or Operate an Existing Distributorship or is not sufficiently authorized or capable of operating the Distributorship in compliance with the Policies.

10. Bankruptcy

The prohibition on the sale or assignment of a Distributorship applies if a Distributor files for bankruptcy and his or her Distributor position or Distributor Agreement would otherwise become part of an estate in bankruptcy or an asset for sale or disposition as part of the proceedings. Under no circumstances may a Distributorship be transferred to any other person or entity as part of a bankruptcy proceeding, either by the Distributor, the bankruptcy trustee, a court, or otherwise. Unless a Distributor is permitted to retain his or her Distributorship as part of the resolution of the bankruptcy proceedings, such Distributorship shall be deemed cancelled and the Distributor position vacated as of the date of the bankruptcy filing.

Resignation of a Distributor

1. Resigning Your Distributorship

A Distributor may resign his or her Distributorship at any time by submitting a signed and notarized Resignation Form (available on the Distributor Website or by contacting Customer Service). If a Distributorship has an Applicant and a Co-Applicant, the Resignation Form must be signed and notarized by both parties unless one party desires to continue the Distributorship. If only one party (Either Applicant or Co-Applicant) wishes to resign, that party needs to submit a Resignation Form to have his or her name removed from the account. Distributors who resign are not eligible to re-enroll as a Distributor for a period of six (6) months following the date of resignation (exceptions apply if you are a resigning spouse, see Resigning Spouse or Former Spouse). However, a resigning Distributor may enroll as a Preferred Customer without a waiting period, provided that they are in good standing and meet the requirements of the Preferred Customer Program.

2. Refunds Associated with a Resignation

Distributors who choose to resign may be entitled to receive a refund for the cost of his or her Distributor Kit, plus shipping and handling*, sales tax (if applicable)** as well as a refund or credit for the unused portion of Products purchased from Sugipu. To be entitled to a refund, the following requirements must be met:

  • Products must be returned to Sugipu at the time the Resignation Form is submitted;
  • Returned Products must be accompanied by a Returned Merchandise Authorization (RMA) number provided by Sugipu Customer Service, an inventory list of Product(s) returned, and proof of purchase; and
  • Returned Products must also appear in the order history of the Distributor to be eligible for a refund.

Any Product returned that does not meet the criteria listed above shall not be eligible for a refund. All Product returned to Sugipu with a resignation shall be retained by Sugipu, regardless of whether the return meets the criteria for receiving a refund.

Unless specifically traceable from the order history, the refund amount is based upon the retail price at the time the Product is repurchased minus the applicable Distributor discount, plus shipping and handling* and sales tax (if applicable). ** Product refunds are processed in the same form of payment as the Product purchase. If the credit card used for the purchase is no longer valid, Sugipu will refund any amount owed with a check. Any funds owed to Sugipu at the time of resignation will be deducted from any potential refund or compensation. Compensation includes any commission, Override, Leadership Bonus or other bonus or incentive.

*Refunded shipping costs are calculated as the lesser of 5% retail value of the items returned but no less than the current standard flat shipping rate **This requirement is not applicable to residents of Maryland, Wyoming, Georgia, Massachusetts and Puerto Rico.