AFFILIATE AGREEMENT

1. I am of legal age in my nation of residence. I understand that as an NPUSA Affiliate (AF), I may cancel this agreement at any time regardless of reason by written or electronic email notice to NPUSA. I also understand that my acceptance as an AF is not automatic, but is subject to the receipt and acceptance of my Affiliate Application by NPUSA at its home office in Las Vegas, Nevada, USA.

2. I agree that I am an Independent Contractor, responsible for determining my own business activities without control or direction from NPUSA. I am not an agent, employee or legal representative of NPUSA. I am responsible for the payment of all federal and state self-employment taxes, and other taxes required by any federal, state, or local taxing agency.

3. I will not make any false or misleading or disparaging statements about NPUSA, its products, the NPUSA opportunity, or NPUSA officers, employees, customers or other AFs.

4. I will not use the NPUSA name, or the NPUSA trade names, logos, sales materials, company-related literature, trademarks, or any website content, except in materials provided by NPUSA or approved in writing by NPUSA prior to their use by me. I understand that unauthorized use or duplication of trade names, trademarks and copyrighted materials is a violation of U.S. federal law.

5. NPUSA is the owner and exclusive licensee of numerous names and trademarks, including but not limited to “NATURALLY PLUS”, “NATURALLY PLUS USA”, and other names and marks of or licensed to NPUSA, all of which are exclusively owned and/or licensed by NPUSA. I have no ownership or use rights or interests therein by virtue of this agreement or otherwise. NPUSA hereby grants a limited license to AFs to use the names and marks of NPUSA in their AF business and subject to the terms and conditions of this agreement. AF recognizes the value of the goodwill NPUSA and its licensors have created with their names and marks, and acknowledges that hereafter the names and marks and all rights therein and all goodwill pertaining thereto belong exclusively to NPUSA and its licensors.

6. If I am found to be spamming in connection with my activities as an AF, my business relationship with NPUSA will be terminated immediately and no future commissions will be paid to me. NPUSA reserves the right to impose disciplinary action, including termination of AF status, in appropriate situations at NPUSA’s sole discretion against all AF’s living in the same household based upon violation of these Terms & Conditions by any one or more persons within the household.

7. AF must renew their AF status each twelve months. NPUSA may charge an automatic annual renewal fee applicable to all AFs.

8. In order to maintain a viable marketing program and to comply with federal, state, and local laws and economic conditions, NPUSA Policies & Procedures are an integral part of these Terms & Conditions and are incorporated into these Terms & Conditions. NPUSA may amend these Terms & Conditions and the AF Policies & Procedures; such amendments become a part of the AF Agreement when published on the official NPUSA corporate website. I understand that no attorney general or other regulatory authority ever reviews, endorses or approves any product, commission program or company, and I will make no such claims regarding NPUSA.

9.I have carefully read and agree to comply with the NPUSA Affiliate Compensation Plan which, together with all future modifications thereto, is incorporated herein by reference as if fully set forth herein. I understand that I must be in good standing, and not in violation of these Terms & Conditions, to be eligible for participation in the NPUSA Compensation Plan. I understand that the Compensation Plan may be amended at the sole discretion of NPUSA and I agree that any such amendments will apply to me. Notification of amendments to the Compensation Plan shall be in effect upon their publication on the Official NPUSA website. The continuation of my business or my acceptance of commissions shall each constitute my acceptance of all amendments.

10. I acknowledge that no representations or guarantees have been made to me by NPUSA, its officers, AFs or any representative of the company concerning how much money I may or will earn as an NPUSA AF.

11. I understand that my AF position may be inherited or bequeathed and may be transferred or assigned during my lifetime upon the prior written consent of NPUSA and upon the terms and conditions set by NPUSA, which consent shall not be unreasonably withheld. AF agrees to obtain all governmental licenses and permits applicable to their business activities as an AF and agrees to abide by all local, state and federal laws that apply to their NPUSA AF business and in the marketing of NPUSA products.

12. NPUSA is responsible for the following fulfillments to AF: Fulfillment of AF’s product orders and payment of AF commissions and bonuses. C.O.D.’s and credit purchases are not accepted. AF agrees to sponsor other AF’s and to sell products only in the United States, and elsewhere as NPUSA may authorize from time to time.

13. Change of original sponsor is not permitted. AF and customer lists and all data concerning AFs and customers are owned by NPUSA and may never be used by AF for any purpose whatsoever without the prior written consent of NPUSA. During the term of this agreement and for 180 days thereafter, AF shall not, directly or indirectly, solicit NPUSA AFs or their customers for other business opportunities and/or organizations, nor attempt to sell to them any products or services whatsoever, competitive to NPUSA products or otherwise, nor provide any AF or customer names to a third party, except as to AF’s personal customers and personally sponsored AFs.

14. This agreement is governed under the laws of the State of Nevada, USA. The parties agree that all claims, disputes and differences arising between them under this agreement shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur at Las Vegas, Nevada USA. Louisiana resident AFs arbitrate at Baton Rouge, Louisiana. The arbitrator may award, in addition to declaratory relief, contract damages and may also award consequential damages in the event of a breach of any provisions of sections 4, 6, 13 and 14 of this agreement and shall award reasonable costs and attorney fees to the prevailing party. An arbitration award may be enforced in any court of competent jurisdiction. This provision shall not preclude either NPUSA or AF from seeking temporary or permanent injunctive relief in any court of competent jurisdiction.

15. Trademarks, Trade Names, Symbols, Copyrights and online Social Media limit AF communication online within “open” social media platforms. The Symbols or defined “marks” are significant and valuable business assets of NPUSA. They help identify the foundation and reputation of the Company’s products and services worldwide and distinguish them from competitors. If and when a trademark or symbol is used improperly or is used by someone other than its owner, the value and importance of the trademark may be greatly diminished. Once a trademark is weakened or lost, it is impossible to regain its full value and importance. Therefore, NPUSA makes every effort to protect the symbols, label graphics and designs, marks, and various product names so that others cannot replicate them or use them. Several policies have been set forth and have been developed to maintain the integrity of the marks and to ensure that the marks will be available exclusively for the Company’s business. Any and all internet communication platforms including but not limited to Facebook pages, Twitter pages, YouTube pages, LinkedIn pages among others, shall not be launched as a company page or website and must not contain the Company’s trademark(s). Online Social Networks, generally speaking, are to be used as platforms to communicate with people you know. Any dissemination of company material or independent claims made via social networks, videos, communication threads, texts -- via social networks, blogs, links, posts, other websites (URLs), podcasts or any other social related platform that resembles solicitation or product claims -- is strictly prohibited and in violation of these
Terms and Conditions and is subject to the penalties listed below.
Penalties: An Affiliate who violates Company trademark status or any other Company Intellectual Property or does not conform to the standards listed above must cancel and remove improper online social communication and/or solicitation advertising immediately and be subject to the following:
AF may be liable for monetary damages to the Company for unauthorized use of the names and marks, and may be subject to disciplinary action by the Company.
Questions: If you are uncertain and would like to speak with NPUSA on these matters, please email info@npusainc.com.

16. AFs may not sell products on any Internet site, directly or indirectly, by auction or where the customer price is less than their wholesale AF cost plus applicable sales taxes and shipping and handling fees.

17. I understand that if I fail to comply with the terms of this Agreement, NPUSA may impose upon me disciplinary action(s) as it determines at its sole discretion.

18. I hereby indemnify and hold NPUSA harmless from my actions and omissions as an NPUSA AF.

19. We are so certain that you will see the value and benefits from using Naturally Plus products that we are happy to offer a 30-day, risk-free trial. If you are not completely satisfied with your first order of Naturally Plus products, you may return the unused portion within 30 days for a product refund excluding a $12 warehousing fee. Subsequent Base Centers' product orders do not apply. Simply call the company to obtain a Return Authorization Number and pay your own shipping, and Naturally Plus will issue you a product refund excluding a $12 warehousing fee.

20. AF may return literature, sales aids and wholesale products purchased from NPUSA within 180 days of purchase if in resalable condition, and may obtain a refund of 100% of the product purchase price excluding a $12.00 warehousing fee term. Sales taxes and shipping and handling charges are not refundable. Shipping costs for returned items shall be borne by AF. Refund payments will be made within thirty days of actual receipt of returned items. Prior to returning refundable items AF must contact NPUSA and obtain a valid Return Authorization Number pertaining to any products to be returned. Sales materials and services delivered over the Internet, or by other digital methods, are not capable of being returned to NPUSA and are not subject to refund. NPUSA will honor refund requirements at variance with this paragraph as specified by state or federal law.
Please note that if an AF decides to return products, that return would affect his/her qualification for any commission, including commissions previously paid. A commission adjustment will be made, and the refund for the returned product will be made to the extent possible by offsetting pending commissions, including any handling fee involved in the return process and adjustment. If this commission adjustment exceeds pending commission amounts, the AF will be required to return the commission adjustment amount within 30 days after receiving such notification.
*Charges will appear from npusainc.com on your bank statement.

21. This Agreement in its current form and as amended by NPUSA as provided herein constitutes the entire contract between NPUSA and AF. Any actual and implied promises, representations, offers or other communications not expressly set forth or incorporated by reference to this Agreement are of no force or effect. If any provision of this Agreement shall be declared invalid by the adjudicator of the law, the remaining provisions shall remain in force and effect, and the language of the offending provisions shall be reformed only to the extent necessary to ensure their enforceability.

22. If AF or NPUSA wishes to bring a claim against the other for any act or omission relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims for such act or omission. NPUSA and AF each waive all Claims permissible by any other applicable statutes of limitation.

23. You may cancel this transaction, without any penalty or obligation, within three business days after the transaction date. If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within 10 days following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled. If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller's expense and risk. If you do make the goods available to the seller, and the seller does not pick them up within 20 days of the date of your notice of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract. To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, or send a telegram to Naturally Plus at 1140 North Town Center Drive, Suite 100, Las Vegas, NV 89144 not later than midnight of the third business day after the day of this transaction.