This entire document, the Compensation Plan, the Distributor Application and Agreement, and any country or situation specific addendum(s) thereto, and any other written agreement between the Distributor and the Company in their present forms (and as amended from time to time) at the sole discretion of the Company, are by this reference incorporated into, and form an integral part of, what is collectively referred to as the “Contract.” Each Distributor has the responsibility to read, understand, adhere to the Contract, and ensure that he or she is aware of and is operating under the most current version of the Contract. When sponsoring a new Distributor, the Sponsoring Distributor shall provide the most current version of the Contract to the applicant prior to his or her execution of the Distributor Application and Agreement. By signing a Distributor Application and Agreement or accepting Commissions from the Company, a Distributor demonstrates that he or she has read and understands and consents to abide and be bound by the Contract and any amendments thereto.

The various rules, regulations and covenants found throughout this document, collectively referred to as the Policies, are effective as of the date first displayed above and govern the way a Coral Club Distributor conducts business with the Company, other Distributors, and with retail Customers. These Policies replace and succeed all previous versions. Any interpretation, clarification, exclusion, or exception to these Policies, in order to be effective, must be in writing and signed by an authorized officer of the Company. The Company endeavors to enforce the Policies on a uniform and nondiscriminatory basis. However, any failure to enforce any of the provisions of the Policies with one Distributor does not waive the Company’s right to enforce any such provision(s) with that same Distributor or any other Distributor.

The Company may amend any part of the Contract from time to time as laws and business circumstances change; however, notice of any amendment will be published by the Company on its website at least thirty (30) days before the change is made effective. An amendment shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. By executing the Distributor Agreement, you agree to abide by all amendments or modifications that the Company makes. It is the responsibility of all Distributors to regularly review the most recently published Contract, located on the Company website. The Company will also provide a copy of its most current Contract upon the Distributor’s request.

9.1. Distributor responsibilities and rules of conduct

Rules of conduct

Unethical Activity

You must behave in an ethical and professional way at all times when conducting Distributor Business. You shall not, nor shall you permit Distributors in your Downline Organization to engage in unethical activity. Examples of unethical activities include, but are not limited to, the following:

1. Violating the Contract as well as counseling or facilitating someone else to violate the Contract;

2. Violating the Code of Ethics as well as counseling or facilitating someone else to violate the Code of Ethics;

3. Causing or allowing Product sales in Retail Establishments;

4. Violating the laws and regulations pertaining to the Distributor Business;

5. Personal conduct that discredits the Company and/or its Distributors;

6. Making false statements or misrepresentation of any kind, including, but not limited to: untruthful or misleading representations or sales offers relating to the quality, availability, grade, price, terms of payment, refund rights, guarantees, or performance of Products;

7. Making income claims or earnings representations about the Distributor Business;

8. Making unapproved claims about the Product;

9. Unauthorized use of any Company Confidential Information;

10. Use of another Distributor’s credit card without express written permission;

11. Writing checks without sufficient funds to either the Company or another Distributor;

12. Exerting pressure on another Club Member or Distributor to perform any action including, but not limited to, buying or selling products, applying to become a Distributor, changing Sponsors;

13. Using Coral Club’s physical or intellectual property to promote or sell any product or service other than those of Coral Club;

14. 14. Engaging in, or facilitating, Cross-Company Recruiting, which is defined as using contacts developed in one company to solicit Distributors to another company;

15. Engaging in, or facilitating, Cross-line Recruiting, which is defined as soliciting Club Members or Distributors who have an existing relationship with another Club Member to become part of your, or another Distributor’s, Downline Organization;

16. Failing to meet Sponsor Responsibilities.

Negative Statements

You shall not make disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons with regard to:

1. The Company, its Services or Products, its commercial activities, its Compensation Plan, its employees or its Distributors;

2. Other companies, including competitors, Services or Products, their commercial activities, their Compensation Plan, their employees or their Distributors.

No Claims of Unique Relationship

You may not allege or imply that you have a unique relationship with, advantage with, or access to the Company executives or employees that other Distributors do not have.

Detrimental Conduct

If any conduct by a Distributor or any participant in the Distributorship is determined by the Company to be injurious, disruptive, or harmful to the Company or to other Distributors, the Company may take appropriate action against a Distributor and the Distributorship as set forth in section 9-2 of this document.

Legal Compliance

Compliance with the Contract and laws

A Distributor shall comply at all times with each of the terms and conditions of the Contract.

In conducting its Distributor Business, a Distributor must comply with all applicable laws, regulations, and ordinances (e.g., federal, state, country). A Distributor shall not violate any laws which apply to unfair competition or business practice, including any law that prohibits the advertising, offer to sell, or sale of Products at less than the Wholesale price of the Products.


Upon signing a Distributor Application and Agreement, the Distributor agrees to maintain confidentiality regarding Confidential Information and any other trade secrets and proprietary information. This confidentiality obligation is irrevocable and permanent, remains after termination of the Contract, and is subject to legal enforcement by injunction and award of costs and fees necessarily incurred. All Confidential Information is transmitted to, or allowed to be gathered by, Distributors in strictest confidence on a need-to-know basis for use solely in the Distributor Business. Distributors must use their best efforts to keep such information confidential and must not disclose any such information to any third party, directly or indirectly. Distributors must not use the Confidential Information or any information derived there from to compete with the Company or for any purpose other than for promoting the Company’s program and its Products and services. The Distributor receives no ownership interest in any Confidential Information or any information derived there from, including contact and profile information of Downline Organizations, or other Distributor contact information gathered in connection with the Distributor’s Business, and may not sell, disseminate, or provide it to any other party. The Distributor acknowledges and agrees that the Confidential Information received by the Distributor relating to the profiles and reports of Downline Organizations or other Distributor Information gathered in connection with the Distributor Business, including any information derived there from, constitutes the Company’s trade secrets.

Claims and statements

Distributors are fully responsible for all their verbal and/or written statements made regarding the Products, services, and the Compensation Plan which are not expressly contained in official Company materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through Social Media, in print, or any other means of communication. You agree to indemnify the Company and its officers, directors, employees, and agents, against any and all liability, claims, damages, judgments, civil penalties, refunds, lost business or other expenses, including attorneys’ fees and court costs, arising from any representations or actions made by you that are outside the scope of the Contract. The provisions of this Section survive the termination of the Contract.

Notification of Adverse Action

A Distributor shall immediately notify the Company’s legal department in writing of any potential or actual legal claims from third parties against the Distributor arising from, or associated with, the Distributor Business or the Downline Organization that may adversely affect the Company. After notifying the Distributor, the Company may take any action necessary to protect it, including controlling any litigation or settlement of the legal claims. If the Company takes action in the matter, the Distributor shall cooperate with the Company and agrees not to interfere in the matter.

Inaccurate Information

If the Company determines that the Distributor Application and Agreement, or any other document submitted to the Company by the Distributor, contains inaccurate or false information, it may immediately terminate a Distributorship or declare the Distributor Application and to the fullest extent possible under applicable law, Agreement null and void from its beginning. Further, it is the obligation of the Distributor to report to the Company on an ongoing basis any changes that affect the accuracy of the Contract.


Non-Exclusive Territory

The authorization of a Distributor to exercise Distributor Rights and operate a Distributorship hereunder does not include a grant of an exclusive territory to a Distributor, nor is a Distributor allowed to make such claims.

Release for use of Photo, Audio, or Video Image, and/or testimonial Endorsement

The Company may take photos, audio or video recordings, or written or verbal statements of a Distributor at Company events or may request the same directly from a Distributor. The Distributor agrees to and hereby grants the Company the absolute and irrevocable right and permission, to use, re-use, broadcast, rebroadcast, publish, or republish any such photo, audio, video, or endorsement, in all or in part, individually or in conjunction with any other photograph or video, or any other endorsement, in any current or future medium and for any purpose whatsoever, including (but not by way of limitation) marketing, advertising, promotion, and/or publicity; and to copyright such photograph and/or video, in the original or as republished, in the name of the Company, or in any other name. Regardless of any other agreements or contracts the Distributor may have with any other entity, the Distributor agrees that any use by the Company as set forth in this Section shall be royalty free, is a work made for hire, and is not subject to any other claim. The Distributor agrees to defend and indemnify the Company against any claims by any other party arising out of the Company’s use of the rights granted herein. The Distributor confirms that the information he or she may give as a testimonial endorsement, or as represented in a photograph, video or audio is true and accurate to the best of his or her knowledge. The Distributor waives any right he or she may have to inspect or approve the finished or unfinished product(s), the advertising copy, printed, recorded, photographic or video matter which may be used in connection with it or any use that may be made of it.

The Distributor agrees that photos, audio or video recordings taken by the Distributor or any third party at the Company’s events or activities may not be used by the Distributor or any third parties to promote any business other than the Distributor Business.

No Reliance

A Distributor may not rely on the Company to provide legal, tax, financial, or other professional advice, nor may it rely on any such advice if given.


The Company carries a commercially reasonable amount of product liability insurance. However, the Company does not distribute copies of the policy nor does it disclose the amount of the insurance. Since laws differ according to jurisdiction, the Company encourages its Distributors to consult with an attorney regarding the extent of their personal legal liability with respect to their independent businesses.

Service Charges

The Company provides numerous services to its Distributors without charge. However, Distributors occasionally make requests that require special time and effort to fulfill. Requests in this category would include copies of receipts, paperwork, in-depth Commission information that must be calculated or extracted, research, banking instructions, stop-payment requests, etc. These and other special requests are available to the Distributor for a cost to be determined on a case by case basis.

Conducting the Distributor Business Internationally

A Distributor has the right to operate in any Authorized Country where the Distributor may lawfully conduct the Distributor Business. It is a Distributor’s responsibility to comply with all national and local laws, ordinances, and regulations when conducting the Distributor Business in any Authorized Country. A distributor, who is planning to conduct Distributor Business in a country other than his/her country of residence, must contact the local corporate office and familiarize him/herself with all the rules of conduct and any applicable laws prior to commencing Distributor Activity in that country.

Coral Club products or Sales Tools may not be shipped into or sold in any non-Authorized Country. In addition, no Distributor may, in any non-Authorized Country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Members or Distributors; or (c) conduct any other activity for the purpose of selling Coral Club products, establishing a Downline Organization, or promoting the opportunity.

Restrictive covenants

Circumventing registration rules

It is a breach of the Contract to attempt, whether successfully or not, to circumvent the rules of registration. Examples of circumvention of registration rules include, but are not limited to:

1. Obtaining more than one Club Member number, especially having more than one sponsor.

2. Deliberately falsifying personal details in order to complete more than one registration.

3. Members of immediate family that are not each other’s sponsors.

In case of such a breach, Coral Club, at its discretion, will adjust the organizational structure so that it conforms to the Contract. Additionally, Coral Club may use any remedies available to the Company, which are listed, but not limited to, in Section 5-2 of this document.

Conflict of interest

During the term of the Contract, a Distributor is prohibited from promoting or selling any non-Company brand in conjunction with the Company’s Products.

Relationship with the Company

A Distributor shall not represent himself or herself as an agent, employee, partner, or joint venture with the Company and shall not make purchases or enter into any transactions in the Company’s name.

Interference with other Organizational Structures

During the duration of the Contract, a Distributor is prohibited from directly or indirectly interfering in any way with other Organizational Structures. Enticing, encouraging or assisting another Club Member to change Sponsors constitutes a breach of the Contract.

Cross-Company Recruiting/Non-Solicitation

Subject to the limited exception herein, a Distributor is prohibited, during the term of the Contract and for one (1) year following the date of termination of the Contract, from recruiting any Member or Distributor to participate in any other multilevel or network marketing business venture. The Distributor acknowledges and agrees that recruiting constitutes an unreasonable and unwarranted interference with the contractual relationship between the Company and its Distributors, conversion of the Company’s property, and misappropriation of the Company’s trade secrets. The Distributor further acknowledges and agrees that any violation of this rule will inflict immediate and irreparable harm on the Company, and that the Company shall be entitled, in addition to any other remedies that may be available, to immediate, temporary, preliminary, and permanent injunctive relief without bond; and that such injunctive relief may extend the post-termination period of this restriction for up to one (1) year from the date of the last violation of this provision or otherwise as long as is permissible under applicable law. Nothing herein waives any other rights and remedies the Company may have in relation to the use of its Confidential Information or any other violations of the Contract.

The Distributor agrees that appearing in, being referenced in, or allowing the Distributor’s name or likeness to be featured or referenced in any promotional, recruiting or solicitation materials for another direct selling company constitutes Cross-Company Recruiting.

Distributors and the Company recognize that because multilevel and network marketing is conducted 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 and the Company agree that this non-solicitation provision shall apply nationwide and to all international markets in which Coral Club Distributors are located. The provisions of this Section survive the termination of the Contract.

As used in this section, the term “recruiting” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Coral Club Distributor or Member to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.

Targeting the Sales Force of Other Direct Selling Companies

The Company does not condone Distributors specifically or consciously targeting the sales force of another direct sales company to sell its products or to become Coral Club Distributors. Nor does the Company condone Distributors’ solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should you engage in such activity, you bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against you by a third party alleging that you engaged in inappropriate recruiting activity of its sales force or customers, or in any way violated their contract with the third party, the Company will not pay any of your defense costs or legal fees. Nor will the Company indemnify you for any judgment, award, or settlement. Should the third party bring or threaten legal action against the Company based on your conduct, you agree that you shall indemnify the Company for all judgments, settlements, payments of any other nature, litigation costs, and attorney’s fees that the Company incurs in relation to such legal action or threat of legal action.

9.2. Breach of contract

The Company’s obligations to a Distributor are conditioned upon the Distributor’s faithful performance of the terms and conditions of the Contract. The Company, in its sole discretion, will determine if a Distributor is in breach of the Contract and may elect any/all available remedies at its disposal, including, without limitation, any remedies that it may have under law or equity. In addition, any violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Distributor that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the Distributor’s Coral Club business), may, at the Company’s discretion, be deemed a violation of the Contract.

Depending on the nature and seriousness of the violation, the company may take actions that include, but are not limited to:

1. Written warning.

2. Placing the Distributor on probation with specific stipulations and additional assurances of future compliance.

3. Suspension or denial of various privileges including, but not limited to:

4. Suspension, denial or reversal of Commission payments.

5. Suspension, denial or reversal of ranks.

6. Suspension or prohibition of attending or participating in Company events.

7. Assessing damages and withholding them from Commission payments.

8. Imposing a financial penalty.

9. Termination of the Contract.

10. Legal action.

11. Seeking damages and associated costs.

Circumvention of the Contract

The Contract is designed to protect Distributors and the Company from the adverse consequences of their violation. Distributors who intentionally circumvent the Contract to accomplish indirectly what is prohibited directly will be disciplined as if the applicable policy or rule had been broken directly. In such circumstances, all of the available remedies as stated herein will be available to the Company. The Contract is not intended to give a Distributor the right to enforce the Contract against another Distributor directly, or to take any legal action against another Distributor.

Term and Renewal of Contract

The term of the Contract is one year from the date of its acceptance by the Company (subject to prior termination as provided herein). Unless it has been terminated, the Contract will automatically renew for successive one year terms. Either party may elect not to renew the Contract by providing the other party with written notice of such election. If a Distributor elects not to renew the Contract, such notice may be delivered to the Company at any time prior to the annual renewal date. If the Company elects not to renew the Contract, such notice must be given at least 30 days prior to the annual renewal date.


So long as a Distributor remains active and complies with the terms of the Contract, the Company shall pay compensation to such Distributor in accordance with the Compensation Plan. A Distributor’s bonuses and commissions constitute the entire consideration for the Distributor’s efforts in generating sales and all activities related to generating sales (including building a Downline Organization). Following a Distributor’s non-renewal of the Contract, termination for inactivity, or voluntary or involuntary termination of the Contract (all of these methods are collectively referred to as “termination”), the former Distributor shall have no right, title, claim or interest to the Downline Organization which he or she operated, or any commission or bonus from the sales generated by the organization.

In the event of termination, the Distributor will lose all rights as a Distributor. This includes the right to sell Coral Club products and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Distributor’s former Downline Organization. In the event of termination, Distributors agree to waive all rights they may have, including but not limited to property rights, to their former Downline Organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Downline Organization.

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

Involuntary Termination

A Distributor’s violation of any of the terms of the Contract, including any amendments that may be made by the Company in its sole discretion, may result in any of the sanctions listed above in this section 9-2, including the involuntary termination of the Contract. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier, to the Distributor’s last known address, email address, or fax number, or to his or her attorney, or when the Distributor receives actual notice of cancellation, whichever occurs first.

The Company reserves the right to terminate all Distributor Contracts upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling.

Voluntary Termination

A participant in this network marketing plan has a right to terminate the Contract at any time, regardless of reason. If the termination is in writing, the termination notice must be submitted to the Company at its principal business address. The written notice must include the Distributor’s name, address, and Club Member ID (CCI ID). Notices by email must be received from the Distributor’s registered email address.

A Distributor may also voluntarily terminate the Contract by electing not to renew it on its anniversary date.

Termination Due to Inactivity

If a Distributor has not made at least one product sale over a 12 consecutive month period, the Contract shall be canceled for inactivity.

Return of Confidential Information

Upon the termination of the Contract, the Distributor must return all Confidential Information, including any information derived therefrom, over which he or she has direct or indirect control to the Company upon termination or upon demand of the Company. If any such Confidential Information cannot be returned because it is in electronic format, the Distributor shall permanently delete and erase the Confidential Information upon termination or upon demand.

Effects of Termination for Breach of Contract

A Distributor whose Contract is terminated by the Company must wait one (1) year before applying for a new Distributorship. During that time, the Distributor can have no Beneficial Interest in any other Distributorship. Prior to applying, he or she must first petition the Company through the Distributor Compliance department. The petition will include an affidavit that must be signed under penalty of perjury and notarized in which the Distributor confirms that he or she has had no Beneficial Interest in any Distributorship during the prior one year.

9.3. Complaints and Enforcement

The Company’s various rules, regulations and policies are designed to protect the integrity of the Company, its Distributors and Customers. Any violations of these regulations can have a serious impact on all interested parties. It is your responsibility to notify the Company about any violations of the Contract so that the Company can investigate and address the issue.

Complaints procedure

If you learn of an infraction, you should first try to contact the Distributor who is in breach of a rule to discuss the situation and inform them of the details of their violation. If the Distributor who is in breach of a rule does not cooperate and try to rectify their practices, or if the violation is of a very serious nature – you should notify the Company through our feedback form.

The complaint should be filled out with as much detail as possible, including dates, names and places. Anonymous complaints and complaints brought forward with no supporting evidence will not be investigated.

Filing a complaint with deliberately falsified or fabricated information, with the purpose to tarnish another Club Member’s reputation is also a breach of the Contract. In such a case, the Company will investigate and take appropriate action.

Procedure for investigation

Upon learning of an infraction of Company rules, whether directly or through a properly submitted complaint by a Distributor, the Company will take appropriate action as dictated by the seriousness of the accusation. The Company commits to (a) attempt to work with the Distributor in a pursuit to rectify inappropriate behavior, (b) implement enforcement actions only when necessary and not in a purely punitive fashion, (c) implement enforcement actions only in the presence of convincing evidence of a violation, (d) implementing enforcement actions that are equal in proportion to the violation and (e) being fair, equitable and responsible in its decisions.


The remedies available to the Company are listed, but not limited to, in Section 9-2 of this document.


You must conduct all activity in the best interests of the Company. As a Sponsor, you shall use your best efforts to resolve disputes in your Downline Organization. Any personal disputes between Distributors must be resolved quickly, privately, and in the best interests of the Company.

9.4. General terms

1. Entire Agreement. The Contract (which is comprised of this Business Manual, the Compensation Plan & Career Guide, the Distributor Application and Agreement) contains the entire understanding concerning the subject matter hereof between the Company and the Distributor, and is intended as a final, complete, and exclusive expression of the terms of the parties. This Contract supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of this Contract, are of no force or effect. If there is any discrepancy between verbal representations made to the Distributor by any employee or agent of the Company and the terms of the Contract, the express written terms and requirements of the Contract will prevail. Without limiting the generality of the foregoing, if there is any conflict between the documents that constitute the Contract and the Business Manual, then the terms of this Business Manual shall prevail.

2. Headings. The section and subsection headings in the Contract are inserted solely as a matter of convenience and for reference, and will not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to sections of the Contract will refer to all subsections thereof.

3. Amendments by the Company. The Company reserves the right to amend any provision of the Contract, provided that the amendments are communicated by the Company to the Distributor at least thirty (30) days prior to taking effect. An amendment shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The Company may communicate these modifications by posting any portion of the modified Contract on the Company’s website at, or by any other method of communication. The Distributor is deemed to have accepted the amendment to the Contract if the Distributor engages in any Distributor Business, renews its Distributorship, or accepts Commissions after the thirty (30) calendar days period is ended.

4. Warranties. The Company extends no product warranties, either expressed or implied, beyond those specifically articulated in the Contract. The Company disclaims and excludes all warranties regarding possible infringement of any United States or foreign patent, trademark, trade name, copyright, or trade secret arising from the Distributor’s operations. The company hereby disclaims all warranties, express or implied, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, accuracy and noninfringement. This disclaimer of warranty constitutes an essential part of this agreement.

5. Waiver. Any waiver by the Company of a Distributor’s breach of a Contract provision must be in writing and will not be construed as a waiver of any subsequent or additional breach by the Distributor. The failure by the Company to exercise any right or privilege under the Contract will not constitute a waiver of that right or privilege.

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

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

8. Governing Law, Arbitration, and Injunctive Relief. The State of Nevada is the place of the origin of this Contract and is where the Company accepted the offer of the Applicant to become a Distributor and where the Distributor entered into the Contract with the Company. The Contract is therefore to be construed in accordance with the laws of the State of Nevada (without giving effect to any conflict of law provision or rule) as to contracts made and to be wholly performed within the State. Any controversy or claim arising out of or relating to the Contract or the breach thereof, or any controversy or claim relating to the business relationships arising between Distributors shall be resolved by mandatory, final, binding, nonappealable arbitration in Las Vegas, Nevada, United States of America. The parties to the Contract waive all rights to trial by jury or to any court. There shall be one arbitrator, who shall be impartial, independent, and mutually agreed upon by the parties to the arbitration within seven (7) calendar days following receipt of the written notice for demand for arbitration. If the parties do not reach agreement on a single arbitrator within such seven (7) calendar day period, the parties agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (except that there shall only be one arbitrator) and shall be governed by Nevada state law, including, but not limited to, the rules pertaining to the discovery process as found in the Nevada Rules of Civil Procedure. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and enforcement of the judgment shall be governed by Nevada state law. The parties shall equally share the assessed costs associated with the arbitration, including all arbitrator fees. If one party fails to pay its assessed costs, and such failure prevents the timely appointment of an arbitrator or delays ongoing arbitration proceedings, the other party may seek provisional remedies under the Nevada Uniform Arbitration Act, Nevada Code Section 78B-11-109, to compel the non-paying party to comply with its payment obligations. Such provisional remedies may be sought in the courts of the State of Nevada, Clark County, as the exclusive and sole jurisdiction and venue for such provisional actions, and each party hereby consents to personal jurisdiction and proper venue in those courts for such actions. The failure to pay assessed costs under this Section, and any resulting costs, expenses, or damages resulting from the other party being required to seek provisional relief, shall become an additional claim of the injured party in the underlying arbitration. The parties, AAA, and the arbitrator shall maintain the confidentiality of the entire arbitration process and may not disclose to any other person not directly involved in the arbitration process: (i) the substance of, or basis for, the controversy, dispute, or claim; (ii) the content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in the arbitration; or (iii) the terms or amount of any arbitration award. AAA and the arbitrator shall have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The parties agree that before or after a demand for arbitration is made that a party (in addition to any other remedies which it may have and which are hereby exclusively reserved) is entitled to preserve its rights under the Contract by seeking interim injunctive relief (a temporary restraining order, preliminary injunction and all other forms of interim relief available to the party filing the action) without a bond, and that the only venue for any suit shall be in the state courts located in Clark County, Nevada or, at the sole discretion of the Company, in the federal court located in Las Vegas, Nevada. The parties agree that such suit filed with the court: (a) is not a waiver of the rights of the party who filed the suit to proceed with any demand for arbitration it previously filed, and (b) will not in any way affect the rights of the party filing the suit to thereafter demand arbitration once the interim relief is obtained. The parties expressly waive any objections to personal jurisdiction or venue of such courts and to the arbitration being conducted in Las Vegas, Nevada, United States of America. The Distributor and the Company waive their right to commence, be a party to or class member of, a collective action in any court action against the other party or relating to the Contract. Further, the Company and Distributor waive their right to commence or be a party to any group, class or collective action claim in arbitration or any other forum. The parties agree that any claim by or against Distributor or the Company shall be heard without consolidation of such claim with any other Person or entity’s claim.

9. Louisiana Residents. Notwithstanding the foregoing, any arbitration or other action involving a resident of the State of Louisiana shall be venued in Louisiana and governed by Louisiana law.

10. Class Action Waiver. Any action brought by a Distributor shall be brought on an individual basis, and not on behalf of a class or on a consolidated basis. Distributors waive all rights to bring an action against the Company, its officers, owners, directors, employees and agents as a class or consolidated action.

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

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

13. Indemnification. Distributors agree to indemnify the Company for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that the Company incurs resulting from or relating to any act or omission by a Distributor that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. The Company may elect to exercise its indemnification rights through withholding any compensation due the Distributor. This right of setoff shall not constitute the Company’s exclusive means of recovering or collecting funds due the Company pursuant to its right to indemnification.

14. Limitation of liability. To the extent permitted by law, the company, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as “responsible parties”) shall not be liable for, and the distributor releases company and its responsible parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by distributors as a result of: (i) distributor’s breach of the contract, (ii) the promotion or operation of the distributorship and the distributorship business; (iii) distributor’s incorrect or wrong data or information provided to the company or its responsible parties; or (iv) the distributor’s failure to provide any information or data necessary for the company to operate its business.

Each distributor agrees that the entire liability of the company and its responsible parties for any claim whatsoever related to the contract, but not limited to, any cause of action sounding in contract, tort, or equity, shall not exceed, and shall be limited to, the amount of products the distributor has purchased from the company that are in currently marketable condition.