Other Policies and Procedures

The rules that control our business activities.

Xtreme Health Formulas, Inc. INDEPENDENT DISTRIBUTOR

SECTION ONE:

1.01 BECOMING AN INDEPENDENT DISTRIBUTOR

An applicant becomes an Independent Distributor (ID) of Xtreme Health Formulas, Inc. (XHF) when the applicant's completed Application and Agreement has been received and accepted by the XHF, by mail, fax or Internet, at its Home Office. XHF reserves the right to decline any Agreement for any reason, at its sole discretion.

ID agrees to use his/her best efforts to promote and sell products and services of XHF to consumers pursuant to the Agreement contained within these Policies and Procedures and Terms and Conditions. In doing so, ID agrees to maintain a high standard of honesty, integrity and business ethics when dealing with Consumers, XHF or other XHF ID's.

1.02 REFERRAL AND PURCHASE REQUIRED

To become an ID, the applicant must a) be referred by an existing ID, and b) purchase a starter package of business materials and services, typically referred to as the JumpStart Kit and costing US$119.95, plus applicable shipping, handling and sales tax fees, if any.

1.03 INDEPENDENT SALES ID OBLIGATIONS & RIGHTS

ID's are authorized to sell XHF products and services and to participate in the Independent Distributor Compensation Plan. ID's may sponsor new ID's.

1.04 LEGAL AGE

ID's must be of legal age in the state / province / country of their residence.

1.05 DIVORCE

When a couple sharing an ID entity divorces or separates, XHF will continue to pay commission checks in the same manner as before the divorce or separation until it receives written notice signed by both parties or a court decree which specifies how future commission checks should be paid, provided and if applicable, the couple has complied with the requirements of Section 5.03.

1.06 CORPORATIONS, PARTNERSHIPS & TRUSTS

Corporations, Partnerships, Limited Liability Companies or other forms of business organizations or trusts may become Independent Distributors of XHF when the Agreement is accompanied by a Federal Tax ID Number.

Shareholders, directors, officers, partners, distributors, beneficiaries and trustees, as applicable of ID entity must agree to hold such title, and XHF will hold each personally liable and bound by the Agreement and these Policies and Procedures and Terms and Conditions.

1.07 FICTITIOUS OR ASSUMED NAMES

A person or entity may not apply as ID using a fictitious or assumed name.

1.08 INDEPENDENT CONTRACTOR STATUS

ID's are Independent Contractors responsible for determining their own activities without direction or control by XHF. They are not franchisees, joint ventures, partners, employees or agents of XHF and are prohibited from stating or implying, whether orally or in writing, otherwise. ID's have no authority to bind XHF to any obligation. XHF is not responsible for payment or co-payment of any employee benefits. ID's are responsible for liability, health disability and worker's compensation insurance. ID's set their own hours and determine how to conduct business, subject to XHF Agreement and the Policies & Procedures and Terms and Conditions.

1.09 TAXATION

As Independent Contractors, ID's will not be treated as franchisees, owners, employees or agents of XHF for federal or state tax purposes with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Act, State Unemployment Acts or any other federal, state, or local statute, ordinance, rule or regulation. At the end of each calendar year, XHF will issue to each ID a IRS Form 1099, as required by law, or other applicable documentation for non-employee compensation as an Independent Distributor.

1.10 Independent Distributor IDENTIFICATION NUMBER

ID's are required by federal law to obtain a Social Security number or Federal Tax ID number. ID's will be identified by this number for purposes of tax reporting. ID's will also be assigned an ID member number to be used for purposes of XHF's business. The ID's member number must be placed on all orders and correspondence with the XHF.

1.11 LEGAL COMPLIANCE

ID's must comply with all country, federal, state and local statutes, regulations and ordinances concerning the operation of their business. ID's are responsible for their own managerial decisions and expenditures including all estimated income and self-employment taxes.

1.12 NO EXCLUSIVE TERRITORIES

No franchise is granted and there are no exclusive territories for sales or sponsoring purposes. ID's participating in XHF's US Independent Distributor program are required to sell XHF's products only within the United States and its possessions. No geographical limitations exist on sponsoring or selling within the United States; provided, however, that XHF reserves the right not to sell product or services or contract with Independent Distributors in specified states within the United States.

SECTION TWO: TERM & RENEWAL

2.01 TERM

Subject to the terms of Section 4.01, the Agreement shall have a term which shall begin on the date of acceptance by XHF and end one year from the date thereof (the "Anniversary Date").

2.02 RENEWAL

ID's must renew annually, on or before the Anniversary Date, and ID has the right to decline to accept any renewal at its sole discretion. XHF may require that ID representative(s) execute a new Agreement upon renewal. IDs not renewing by the renewal date shall be deemed to have voluntarily terminated their Independent Distributor relationship with XHF, and thereby lose their ID business entity, all sponsorship rights, their position in the Compensation Plan and all rights to commissions and bonuses. ID's who fail to renew their ID status may reapply to XHF to become an ID once six (6) months have elapsed since ID's last transaction with XHF, but ID must take a new position in the Compensation Plan. No points or other benefits will transfer from the original, terminated, position to the new position.

SECTION THREE: SPONSORSHIP

3.01 SPONSORING

ID's may sponsor other ID's into XHF's business. ID's must ensure that each potential new ID has reviewed and has had access to the current Policies & Procedures, Terms and Conditions and Compensation Plan prior to or when giving the individual an Agreement.

3.02 MULTIPLE AGREEMENTS

If an applicant submits multiple ID's which list different sponsors, only the first completed Agreement received by XHF will be accepted.

3.03 TRAINING REQUIREMENT

A Sponsor must maintain an ongoing professional leadership association with ID's in his or her organization and must fulfill the obligation of performing a bona fide supervisory or sales function in the sale or delivery of products and services.

3.04 INCOME CLAIMS

ID's must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective ID's, nor may ID's use their own incomes as indications of the success assured to others. Commission checks may not be used as marketing materials. ID's may not guarantee commissions or estimate expenses to prospects.

3.05 TRANSFER OF SPONSORSHIP

The XHF does not permit the transfer of ID's from one sponsor to another. Network Marketing is a business of creating relationships. Once an ID is sponsored, the XHF believes in maximum protection of that relationship.

3.06 CROSSLINE-SPONSORING (CROSS-SPONSORING)

No ID may sponsor, or attempt to sponsor, any ID into any other network marketing XHF nor into any other ID's sales organization. In addition, no ID may participate in any action that causes another ID to be sponsored through someone else into another network marketing XHF. This restriction specifically does not pertain to other ID's who have been personally sponsored into XHF by ID.

SECTION FOUR: RESIGNATION/TERMINATION

4.01 VOLUNTARY RESIGNATION

a) ID may voluntarily terminate his or her ID status by failing to renew or by sending thirty (30) days written notice of such resignation or termination to XHF. Voluntary resignation is effective upon receipt of such notice by XHF.

b) ID who resigns or terminates their ID status may reapply to be an ID, once six (6) months have elapsed since the ID's last purchase or bonus transactions with XHF, but ID must take a new position in the Compensation Plan. No points or other benefits will transfer from the original, terminated, position to the new position.

4.02 SUSPENSION

ID may be suspended for violating the terms of his or her Agreement, which includes these Policies and Procedures, the Compensation Plan and other documents produced by XHF. When a decision is made to suspend ID, XHF will inform ID in writing that the suspension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspension (if any). The suspension notice will be sent to the ID's "address on file" pursuant to the notice provisions contained in the Policies & Procedures and Terms and Conditions. Such suspension may or may not lead to termination of the ID as so determined by XHF at its sole discretion. If the ID wishes to appeal, XHF must receive such appeal in writing within fifteen (15) days from the date of the suspension notice. XHF will review and consider the suspension and notify the ID in writing of its decision within thirty (30) days from the date of the suspension notice. The decision of XHF will be final and subject to no further review. XHF may take certain action during the suspension period, including, but not limited to, the following:

a) Prohibiting the ID from holding himself or herself as ID or using any of XHF's proprietary marks and/or materials;

b) Withholding commissions and bonuses that are due the ID during the suspension period;

c) Prohibiting the ID from purchasing services and products from XHF; and/or;

d) Prohibiting the ID from sponsoring new ID's, contacting current ID's or attending meetings of ID's.

If XHF, at its sole discretion, determines that the violation which caused the suspension is continuing, and has not satisfactorily been resolved or a new violation involving the suspended ID has occurred, the suspended ID may be terminated.

4.03 TERMINATION

ID may be immediately terminated for violating the terms of his or her Agreement, which includes these Policies & Procedures, Terms and Conditions and the Compensation Plan and other documents produced by XHF upon written notice. XHF may terminate a violating ID without placing ID on suspension, at XHF's sole discretion. When the decision is made to terminate ID, XHF will inform ID in writing at the address in ID's file that the termination has occurred.

4.04 APPEAL

If ID wishes to appeal the termination, XHF must receive the appeal in writing within fifteen (15) days from the date of notice of termination. If no appeal is received within the fifteen (15) day period, the termination will automatically be deemed final. If ID files a timely notice of appeal, XHF will review the appeal and notify the ID of its decision within ten (10) days after receipt of the appeal. The decision of XHF will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.

4.05 EFFECT OF TERMINATION

Immediately upon termination, the terminated ID:

a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of XHF.

b) Must cease representing themselves as an ID of XHF;

c) Loses all rights to his or her ID position in the Compensation Plan and to all future commissions and earnings resulting therefrom;

d) Must take all action reasonably required by XHF relating to protection of XHF's confidential information. XHF has the right to offset any amounts owed by ID to XHF including, without limitation, any indemnity obligation incurred pursuant to Section 11.01 herein, from commissions or other compensation due to the ID.

4.06 REAPPLICATION

The acceptance of any reapplication of a terminated ID or the application of any family distributor of a terminated ID shall be at the sole discretion of XHF and can be denied.

4.07 STATE LAWS

Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.

SECTION FIVE: TRANSFERABILITY

5.01 ACQUISITION OF BUSINESS

Any ID desiring to acquire an interest in another ID's business must first terminate his or her ID status and wait six (6) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by XHF in advance.

5.02 TRANSFERS OF ID

Except as expressly set forth herein, ID may not sell, assign or otherwise transfer his or her ID entity (or rights thereof) to another ID or to an individual which has an interest in ID.  ID may transfer his or her Xtreme Health Formulas, Inc. ID entity to his or her sponsor, subject to the conditions of Section 5.03. In such an event, the sponsor's entity and the transferring ID's entity shall be merged into one entity.

5.03 CONDITIONS TO TRANSFERABILITY

ID may not sell, assign, merge or transfer his or her ID entity (or rights thereto) without the prior written approval of XHF and compliance with the following conditions:

a) XHF possesses the right of first refusal with respect to any sale, assignment, transfer or merger of any ID entity. ID wishing to sell, assign, transfer or merge his or her ID entity must first provide XHF with the right and option to make such a purchase or receive such transfer in writing on the same terms and conditions as any outstanding or intended offer. XHF will advise the ID within ten (10) business days after receipt of such notice of its decision to accept or reject the offer. If XHF fails to respond within the ten (10) day period or declines such offer, the ID may make the same offer or accept any outstanding offer which is on the same terms and conditions as the offer to XHF to any person or entity who is not ID, married to, or a dependent of ID or who has any interest in ID;

b) The selling ID must provide XHF with a copy of all documents which detail the transfer, including, without limitation, the name of the purchaser, the purchase price and terms of purchase and payment;

c) An office administration transfer fee of $75.00 must acXHF the transfer documents;

d) The documents must contain a covenant made by the selling ID for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing ID for a period of one (1) year from the date of the sale or transfer;

e) Upon a sale, transfer or assignment being approved in writing by XHF, the buying ID must assume the position and terms of agreement of the selling ID and must execute a current Agreement and all such other documents as required by XHF; and

f) XHF reserves the right, at its sole discretion, to stipulate additional terms and conditions prior to approval of any proposed sale or transfer. XHF reserves the right to disapprove any sale or transfer, where allowed by law.

5.04 CIRCUMVENTION OF POLICIES

If it is determined, at XHF's sole discretion, that ID entity was transferred in an effort to circumvent compliance with the Agreement, the Policies & Procedures, Terms and Conditions or the Compensation Plan, the transfer will be declared null and void. The ID entity will revert back to the transferring ID, who will be treated as if the transfer had never occurred from the reversion day forward. If necessary and at XHF's sole discretion, appropriate action, including, without limitation, termination, may be taken against the transferring ID to ensure compliance with the Policies and Procedures and Terms and Conditions.

5.05 SUCCESSION

Notwithstanding any other provision of this Section, upon the death of ID, the ID's XHF business will pass to his or her successors in interest as provided by law. However, XHF will not recognize such a transfer until the successor in interest has executed a current Agreement and submitted certified copies of the death certificate, will, trust or other instrument required by XHF. The successor will thereafter be entitled to all the rights and be subject to all the obligations of a XHF ID.

5.06 RE-ENTRY

Any ID who transfers his or her ID must wait for six (6) months after the effective date of such transfer before becoming eligible to reapply to become an ID.

SECTION SIX: PROPRIETARY INFORMATION

6.01 CONFIDENTIALITY AGREEMENT

During the term of the Agreement, XHF may supply to ID confidential information, including, but not limited to genealogical and Downline reports, customer lists, customer information developed by XHF or developed for and on behalf of XHF by ID's (including, but not limited to, credit data, customer and ID profiles and product purchase information), ID lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which XHF may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to XHF and is transmitted to ID's in strictest confidence on a "need to know" basis for use solely in ID's business with XHF. ID's must use their best efforts to keep such information confidential and must not disclose any such information to any third party, or use this information for any non-XHF activity directly or indirectly while an ID and thereafter.

ID's must not use the information to compete with XHF or for any purpose other than promoting XHF's program and its products and services. Upon expiration, non-renewal or termination of the Agreement, ID's must discontinue the use of such confidential information and promptly return any confidential information in their possession to XHF.

6.02 COPYRIGHT RESTRICTIONS

With respect to product purchases from XHF, ID's must abide by all manufacturers' use restrictions and copyright protections.

6.03 VENDOR CONFIDENTIALITY

XHF's business relationships with its vendors, manufacturers and suppliers are confidential. ID's must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of XHF except at XHF sponsored events at which the supplier or manufacturer is present at the request of XHF.

SECTION SEVEN: TRADEMARKS, LITERATURE & ADVERTISING

7.01 TRADEMARKS

XHF's name trademarks, service marks and copyrighted materials are owned by the XHF. The use of such marks and materials must be in strict compliance with these Policies and Procedures.

7.02 ADVERTISING & PROMOTIONAL MATERIALS

Only the promotional and advertising materials produced by XHF or approved in advance in writing by XHF may be used to advertise or promote an ID's business or to sell products and services of XHF. XHF's literature and materials may not be duplicated or reprinted without prior written permission.

7.03 USE OF XHF NAME

ID's may use the name of XHF only in the following formats: "Independent Distributor for Xtreme Health Formulas, Inc." or " Xtreme Health Formulas, Inc. Independent Distributor".

7.04 STATIONERY AND BUSINESS CARDS

ID's are not permitted to "create" their own stationery, business cards or letterhead graphics, if XHF's trade name or trademarks are used. Only the approved XHF graphics version and wording are permitted; letterhead, envelopes and business cards must be ordered using the stationery order form.

7.05 ELECTRONIC ADVERTISING

ID's may not advertise or promote their ID business or XHF's business, products or marketing plan or use XHF's name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of XHFt.

7.06 TELEPHONE LISTING

ID's are not permitted to use XHF's trade name in advertising their telephone and telecopy numbers in the white or yellow page sections of the telephone book. ID's are not permitted to list their telephone numbers under XHF's trade name without first obtaining XHF's prior written approval. If approval is granted for an "800" (toll free) listing, it must be stated in the following manner: "Independent Distributor for Xtreme Health Formulas, Inc.".

7.07 TELEPHONE ANSWERING

ID's may not answer the telephone by saying "Xtreme Health Formulas, Inc.," or in any other manner that would lead the caller to believe that he or she has reached the offices of the XHF.

7.08 IMPRINTED CHECKS

ID's are not permitted to use XHF trade name or any of its trademarks or service marks on their business or personal checking accounts.

7.09 MEDIA INTERVIEWS

ID's are prohibited from granting radio, television, newspaper tabloid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize the XHF, its products or XHF businesses, without the express prior written approval of XHF. All media inquires should be in writing and referred to XHF's corporate office, attn: Legal Department.

7.10 ENDORSEMENTS

No endorsements by a XHF officer or administrator or third party may be asserted, except as expressly communicated in XHF literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, ID's may not represent or imply, directly or indirectly, that XHF's programs, products or services have been approved or endorsed by any governmental agency.

7.11 RECORDINGS

ID's may not produce or reproduce for sale or personal use products sold by XHF or any XHF-produced literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping of XHF meetings and conferences is strictly prohibited.

7.12 REPACKAGING PROHIBITED

ID's may not repackage products or materials of XHF.

7.13 INDEPENDENT COMMUNICATIONS

ID's, as Independent Contractors, are encouraged to distribute information and direction to their respective Downlines. However ID's must identify and distinguish between personal communications and the official communications of XHF.

SECTION EIGHT: PAYMENT OF COMMISSIONS

8.01 BASIS FOR COMMISSIONS

Commissions and other compensation cannot be paid until a completed Agreement has been received and accepted by XHF. Commissions are paid ONLY on the sale of XHF services and products. No commissions are paid on the purchase of Sales materials or for Sponsoring ID's. In order to receive commissions on products and services sold, XHF must have received and accepted an Agreement prior to the end of the commission period in which the sale is made.

8.02 COMMISSION PERIOD

A business period refers to the time period opening on the first (1st) day of the commission period and extending up until order entry closes on the last business day of the period. XHF offices are open 9am - 5pm, with the exception of certain holidays as posted by the XHF. Orders placed through XHF offices must be placed during business ours within the commission period to be applied during that period. Orders placed online may be placed until Midnight, Central Time, on the last day of the commission period to be applied during that period.

8.03 COMMISSION PAYMENTS

Commissions are paid to "qualified" ID's as defined within the Compensation Plan. ID's must consult the Compensation Plan for a detailed explanation of the benefits, commission structure and requirements of the Compensation Plan.

8.04 OFFSET OF COMMISSIONS

Any commissions or bonuses earned and paid on products that are subsequently returned are the obligation of and must be repaid to XHF by ID's earning such commissions or bonuses. XHF has the right to offset such amounts against future commissions and other compensation paid or owed to such ID's who received commissions on such returned products.

SECTION NINE: PURCHASE & SALE OF PRODUCTS

9.01 STOCKPILING PROHIBITED

The success of XHF depends on retail sales to the ultimate consumer; therefore all forms of stockpiling are prohibited. XHF recognizes that ID's may wish to purchase certain products for their own use. However, XHF strictly prohibits the purchase of products in unreasonable amounts and prohibits the purchase of products only or primarily to qualify for compensation.

9.02 RETAIL SALES RULES

ID's must save a copy of the Retail Sales Slip given to retail customers; receipt shall be fully completed and include the name, address and phone number of each retail customer and, upon request by XHF, provide copies of such receipts to XHF. If XHF determines that retail sales were not actually made, the ID must repay XHF all commissions earned during the calendar period in which the retail sales were to have been made.

9.03 OVER 70% RULE

In order to receive commissions and overrides, ID's must certify on each product order form that they have sold over seventy percent (70%) in dollar value of all products and commissionable services previously purchased by the ID at wholesale from the XHF, to Non-ID consumers. ID's shall maintain retail sales records available to XHF for inspection on request.

9.04 ORDERING METHODS

All orders submitted to XHF shall have the ID Identification Number placed thereon to assist XHF in crediting the appropriate ID.

9.05 ORDER PAYMENTS AND ACCEPTANCE

Purchases may be paid by cashier's check, ACH, debit card, money order, or major credit card. The ID and retail customers are responsible for paying the costs of any returned checks plus an administrative fee charged by XHF, which fee may change from time to time at XHF's discretion based on XHF's determination of costs associated with the returned check.
If an underpayment is made, the order will not be processed until the full amount is received by XHF. If an overpayment is made, XHF will process the order and issue a credit to ID's account, which will automatically refund on the next commission check paid to ID. Orders will not be processed if the credit or debit card associated with the order has been cancelled, or is otherwise not approved by XHF's card processing entity.
To expedite shipping, ID's may authorize XHF to keep a valid credit card on file as security for payment.
Orders for products are not effective until accepted by XHF.

9.06 SHIPPING AND HANDLING POLICY

Upon clearance of payment, the products and materials ordered will be shipped.

Subject to availability all products will be shipped by an XHF-selected shipper within approximately ten (10) business days of receipt of payment.  Payment for products shall be made at time of order. At ID's option, the product may be shipped to an ID-designated "Ship-To address", or to the ID.

9.07 BACKORDER POLICY

XHF will expeditiously ship all products currently in stock. Any out-of-stock items (unless discontinued) will be placed on backorder and distributed upon XHF receiving additional inventory. Backorders may be cancelled upon ID's request and will create a credit on the ID's account.

9.09 DAMAGED GOODS

The shipping company is responsible for any damage that occurs after it takes physical custody of the products. An ID who receives damaged goods should follow this procedure:

a) Accept delivery;

b) Before the driver leaves, document on the delivery receipt the number of boxes which seem to be damaged and have the driver acknowledge the damage in writing;

c) Save the damaged products or boxes for inspection by the shipping agent;

d) Make an appointment with the shipping company to have the damaged goods inspected, and call the XHF Customer Support Department.

9.10 SHIPPING LOSS

In the event ID or a consumer does not receive a product order from XHF in a timely fashion, the individual should contact the XHF Customer Support Department.

9.11 REFUSED SHIPMENTS

Should ID refuse delivery on any order he or she has placed with XHF and such product is subsequently returned to XHF; XHF shall have the right to place that ID on suspension pending resolution of the refusal of delivery. Neither ID nor a consumer shall refuse any shipment from XHF unless prior approval of XHF has been obtained.

9.12 PRICING POLICY

XHF will furnish ID's with a discount from its published retail prices in its then current consumer catalog or order form in accordance with its policies. This discount does not apply to literature, business aids, gifts or special promotional items. Prices for XHF's products, services and literature are subject to change without prior notice.

9.13 RECEIPTS

ID's must provide all retail purchasers of XHF's products with written receipts.

9.14 RETAIL PRICING

XHF provides a suggested retail price as a guideline. Actual pricing to the consumer is determined by the ID making the sale.

9.15 PROMOTIONAL ITEMS

All promotional items which bear the XHF name or logo must be purchased solely from XHF unless prior written permission is obtained from XHF.

9.16 SALES TAX

XHF collects sales tax on taxable items only for ID's that are residents of the state / province of California. Outside California, ID's are responsible to collect and remit sales tax on personal retail sales to the appropriate tax agencies.

9.17 PRODUCT & SERVICES CLAIMS

ID's may make no claim, representation or warranty concerning any product or service of XHF, except those expressly approved in writing by XHF or contained in official XHF materials.

9.19 FAX BLASTS, SPAMMING

Fax blasting and unsolicited e-mailing (SPAMMING) is prohibited.

SECTION TEN: RETAIL GUARANTEE & REFUND POLICY

10.01 RETAIL CUSTOMER GUARANTEE

ID must offer a thirty (30) day, 100% money-back, and satisfaction guarantee to all retail customers. If a retail customer is dissatisfied with any product for any reason, the retail customer may return that product in its original package and shipping container to the ID who sold the product within thirty (30) days of purchase, for either replacement or a full refund of the purchase price. All other warranties and guarantees are disclaimed.

10.02 WARRANTIES

Except as expressly stated herein, XHF makes no warranty or representation as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any product or service purchased from or through XHF or XHF ID's.

10.03 RETURN POLICIES

To return products unused, unopened, resaleable products an ID must obtain a return merchandise authorization (RMA) from XHF and return the products within 7 days after receiving the RMA. XHF will refund the original purchase price of products, and related sales taxes. SHIPPING & HANDLING FEES ARE NOT REFUNDABLE. ID IS RESPONSIBLE FOR PRODUCTS UNTIL XHF RECEIVES THEM. ID WILL BE CHARGED A RESTOCKING FEE OF 10% TO RETURN PRODUCTS. Returned products must be in the same condition as when received them. THIS RETURN POLICY IS NOT A WARRANTY.

ID request for refund may, at XHF's option, be treated as a termination of the ID.

NOTE: XHF will not accept for return any products purchased from third-party Reseller.

To return products which have been returned to ID by Retail Customer under the 30-day satisfaction-guaranteed warenty, ID must obtain a return merchandise authorization (RMA) from XHF and return the products within 7 days after receiving the RMA and follow the procedures and conditions set forth below:

All returns to XHF of Retail Warranty products must be accompanied by:

1. A signed statement from the retail customer identifying the reason for the return;
    

2. A copy of the original retail sales receipt; and
    

3. The name, address and telephone number of the retail customer
    

4. XHF will replace the products to the ID and prepay the cost of shipping the replacement product(s).

10.04 BUYER'S RIGHT TO CANCEL

Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25.00 or more that occur away from the seller's main office. ID's must orally inform the buyer of the three-day right to cancel at the time the buyer purchases the goods and deliver 2 three-day cancellation notices to every customer.

SECTION ELEVEN: GENERAL PROVISIONS

11.01 INDEMNITY AGREEMENT

ID agrees to indemnify and hold harmless XHF, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys' fees, asserted against or suffered or incurred by any ID, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the ID's (a) activities as ID; (b) breach of the terms of the Agreement; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.

11.02 PROCESSING CHARGES

XHF reserves the right to institute a processing charge for commission checks.

11.03 OTHER SERVICES & PRODUCTS

ID's may not promote or sell another companies' products or services at functions organized to feature XHF's products. ID's are not restricted from selling other companies' services and products which are not similar to or competitive with the products and services of XHF. However promotion of competitive services, products and/or business programs, directly or with or through any other entity, including ID's, is strictly prohibited.

11.04 LIABILITY

To the extent permitted by law, XHF shall not be liable for, and each ID releases XHF from, and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by ID as a result of (a) the breach by ID of the Agreement and/or the Terms and Conditions or the Policies and Procedures; (b) the operation of ID's business; (c) any incorrect or wrong data or information provided by ID; or (d) the failure to provide any information or data necessary for XHF to operate its business, including, without limitation, the enrollment and acceptance of ID into the Compensation Plan or the payment of commissions and bonuses.

11.05 RECORDKEEPING

XHF encourages all ID's to keep complete and accurate records of all their business dealings.

11.06 FORCE MAJEURE

XHF shall not be responsible for delays or failure in performance caused by circumstances beyond a party's control, such as strikes, labor difficulties, fire, war, natural disasters, government decrees or orders or curtailment of a party's usual source of supply.

11.07 VIOLATIONS

It is the obligation of every ID to abide by and maintain the integrity of the Policies & Procedures. If ID observes another ID committing a violation, he or she should discuss the violation directly with the violating ID. If the ID wishes to report such violation to XHF, he or she must detail violations in writing only and mark the correspondence "Attention: Legal Department".

11.08 AMENDMENTS

XHF reserves the right to amend the Agreement, Policies & Procedures, its retail prices, product and service availability and the Compensation Plan type at any time without prior notice as it deems appropriate. Amendments will be communicated to ID's through official XHF publications or the XHF website. Amendments are effective and binding upon submission to the XHF website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment will control.

11.09 NON-WAIVER PROVISION

No failure of XHF to exercise any power under these Policies & Procedures or to insist upon strict compliance by ID with any obligation or provision herein, and no custom or practice of the parties at variance with these Policies & Procedures, shall constitute a waiver of XHF's right to demand exact compliance with these Policies & Procedures. XHF's waiver of any particular default by ID shall not affect or impair XHF's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other ID. No delay or omission by XHF to exercise any right arising from a default shall effect or impair XHF's rights as to that or any subsequent or future default. Waiver by XHF can be affected only in writing by an authorized officer of XHF.

11.10 GOVERNING LAW

The Agreement and these Policies and Procedures shall be governed by the laws of the State of California.

11.11 DISPUTES

In the event a dispute arises between the XHF and an ID regarding their respective rights, duties under this agreement, or in the event of a claim of breach of the ID Agreement, it is agreed that such dispute shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur in Riverside, California, United States. The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney's fees and costs to the prevailing party. An award of attorney's fees and costs shall continue through any review, appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.

11.12 ENTIRE AGREEMENT

The Policies & Procedures are incorporated into the Agreement and, along with the Compensation Plan, constitute the entire agreement of the parties regarding their business relationship.

11.13 SEVERABILITY

If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Policies & Procedures, or any specification, standard or operating procedure which XHF has prescribed is held to be invalid or unenforceable, XHF shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable, and the ID shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.

11.14 LIMITATION OF DAMAGES

TO THE EXTENT PERMITTED BY LAW, XHF AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR, AND ID HEREBY RELEASES THE FOREGOING FROM, AND WAIVES ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO XHF PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY ENTITY AND XHF, WHETHER SOUNDING IN CONTRACT TORT OR STRICT LIABILITY. TOTAL XHF LIABILITY SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED TO, THE AMOUNT OF UNSOLD XHF SERVICES AND/OR PRODUCTS OF XHF OWNED BY THE ID AND ANY COMMISSIONS OWED TO THE ID.

11.15 NOTICE

Any communication, notice or demand of any kind whatsoever which either the ID or XHF may be required or may desire to give or to serve upon the other shall be in writing and delivered by electronic communication whether by telex, telegram, Email or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested). Any such communication, notice or demand shall be deemed to have been given or served on the date of confirmed dispatch, if by electronic communication, or on the date shown on the return receipt or by other evidence if delivery is by mail.

Administrative Offices:
Xtreme Health Formulas, Inc.
350 Townsend Street, Suite 411
San Francisco, California 94107
Email: support@Xtreme Health.info
Phone: 909-420-0222
Fax : 909-420-0270

The Application & Agreement, Policies & Procedures and Compensation Plan are specifically incorporated herein by reference.  They, along with these Terms & Conditions, form the Agreement between:

Xtreme Health Formulas, Inc. (XHF) and the Independednt Distributor (ID). They shall be effective only upon acceptance by the XHF, at its principal office:

Xtreme Health Formulas, Inc.
350 Townsend Street, Suite 411
San Francisco, California 94107

ID AGREES:

1. ID is of legal age in the state or country in which he/she resides.

2. This position does not constitute the sale of a franchise.

3. Any ID who sponsors another ID or collects a Bonus on the product sales of another ID must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored. ID must have ongoing contact, communication and arrangement with his or her sales organization. Examples may include, but not limited to: email, newsletters, correspondence, meetings, telephone contact, accompanying individuals to XHF training sessions and sharing genealogy information with those sponsored. ID should be able to provide evidence to XHF on a quarterly basis of ongoing fulfillment of sponsor responsibilities.

4. ID understands that he/she is not compensated for sponsoring other ID's but earns compensation solely on sale of products and/or services to the ultimate consumer.

5. Applicant is, upon acceptance, an "Independent Contractor," called an Independent Distributor (ID), conducting business for her/his own account and not as an agent, employee, or franchisee for XHF. As such, ID residing or working in the US or posessions must provide his/her Social Security or Federal Tax Identification Number for tax reporting purposes on any monies earned within the country. All ID's should consult their attorney or tax consultant for information on monies earned and where received. ID further understands that s/he will not be treated as an employee in regard to any laws covering employees. ID shall be responsible for obtaining any licenses required by law in whatever State, County or Country in which they reside, and pay all applicable fees and taxes.

6. ID agrees to accept sole responsibility for all self-employment and all legal country/federal and state and local income and sales taxes and any other taxes on income earned as an ID.

XHF will file forms on each ID at the close of the calendar year for the amount of commissions and bonuses earned in their country of residence under this agreement.

7. ID agrees that XHF will not be liable whatsoever for city, county, state, local and country/federal taxes or other fees pertaining to efforts and earnings of ID and ID will hold XHF harmless from all of same.

8. ID SHALL NOT promote or sell other companies' products at XHF functions, or on websites where XHF is mentioned or use the XHF forms or printed materials or its name and prestige or drawing power in conjunction with or in support of any other activities.

9. ID shall not sponsor or attempt to sponsor another XHF ID into another Direct Sales and/or Network Marketing XHF except for her/his personally sponsored ID's. In addition, no ID shall participate in any action that causes an ID to be sponsored through someone else into another company.

10. ID will make no claims as to income potential either written or oral except those prepared by the XHF for illustration purposes only.

11. ID will not make any claims of any kind pertaining to benefits of XHF's products and services except those given in official XHF promotional media. When presenting the XHF program to others, ID shall present the program in its entirety, without omission, distortion or misrepresentation.

12. ID shall not represent or imply, directly or indirectly, that XHF has been approved or endorsed by any governmental agency. Federal and State regulatory agencies do not approve or endorse any marketing company product or programs.

13. ID will indemnify and hold XHF harmless from any and all claims, expenses, costs, causes of action and damages resulting from or growing out of ID statements or actions in violation of this agreement.

14. Should ID be terminated for cause, ID's sales organization shall be transferred to his/her first active upline ID.

15. ID agrees that at least 70% of all personal purchases must be resold to customers that are not ID's of XHF and that ID will not purchase products solely for qualification for a higher position, bonus or commissions.

16. All product(s) in resalable condition purchased within 90 days prior to termination may be returned (shipping prepaid). XHF will repurchase such products at 90% of original price less any bonus or commissions paid. All current sales aids in resalable condition purchased within 90 days prior to terminating may be returned (shipping prepaid). XHF will purchase such materials at 90% of original price. Any laws in any jurisdiction inconsistent herewith are adopted herein and will be followed.

17. The terminated ID will be eligible to reapply and may choose a new sponsor after six (6) months of inactivity. A terminated ID that reenters the program may not sponsor any of her/his original downline organization.

18. ID understands that XHF does not permit changing of sponsors. Network Marketing is a business of creating relationships. Once an ID is sponsored, XHF believes in maximum protection of that relationship.

19. ID hereby supplies Xtreme Health Formulas, Inc. with his/her signature for XHF files and understands that this signature is the signature of record for all debit card, ACH and any future credit card transactions.

20. Unless California ID provides XHF with a valid California Resale Certificate number, ID authorizes XHF to collect and remit to proper agencies the sales/use tax generated as a result of ID's product sales.

21. ID understands XHF will provide ID a replicated Web Page, when available as part of the JumpStart Business Kit. XHF will deliver all JumpStart Business Kit items upon receipt of good funds.

22. As an Independent Contractor, ID is aware of the quality of products offered by the XHF and other costs and contractual obligations that occur when she/he purchases products from XHF. ID understands that he/she maintains a greater responsibility when ordering on a credit card account as an informed ID than when ordering as a customer. ID therefore waives the right of cancellation or refund on any order placed on his/her credit card account(s) except through XHF. Any order returns, refunds or exchanges shall be done through XHF and not through any credit card company or provider.

23. In the event that any check (monies) by any method is returned unpaid, ID authorizes XHF to debit ID's account for the face amount plus up to a $75 processing fee. If said amount remains unpaid, ID agrees that ID could lose current status in the Distributor Program and that until ID's account is brought current ID could forfeit certain rights and privileges, including commissions.

24. ID understands that USA residents in the States of Maine, North Dakota, Michigan, Indiana, Iowa and West Virginia are limited to a total of $495.00 in sales aids and wholesale product purchases from XHF during the first six months. Purchases shall be automatically modified to comply with the exemption requirements set forth in any country/states laws regulating business opportunities.

Xtreme Health Formulas, Inc. AGREES:

1. XHF will pay ID commissions and bonuses on orders received and accepted for sale of products to the ultimate consumer (not sales aids) made by ID and his/her sales organization under the terms of the XHF Compensation Plan.

2. XHF will retain full authority to accept or reject any Application or any order for products. Such refusal is solely within the discretion of the XHF. No right of action against XHF will arise because of any such acceptance or refusal.

3. XHF reserves the right to amend, revise, institute, alter or modify changes including but not limited to prices, literature, policies, this Agreement, Policies and Procedures, and the Compensation Plan. Any such revisions become effective and binding upon submission, posting and updating to the XHF website. ID agrees to be bound by these changes.

4. Xtreme Health Formulas, Inc. provides the following fulfillment to its ID: A variety of sales literature items by Internet site and direct shipment ; shipment of ordered sales aids and products within ten (10) days of receipt of order and cleared funds, subject to availability of items ordered; calculation and payment of ID commissions. Xtreme Health Formulas, Inc. may require an annual renewal fee.

5. XHF shall not be responsible for acts beyond its control, including but, not limited to: fire, flood, earthquake, storms, power outages, labor difficulty, equipment failure, supplier problems, or other difficulties that might prevent performance according to this agreement.

6. XHF assumes no liability for personal injury arising from use or mishandling of any XHF product(s).

7. XHF does not require ID to sponsor to be an ID.

8. XHF reserves the right to terminate this agreement immediately upon receipt of sufficient information that ID has violated any term or condition of this agreement or has otherwise acted illegally or unethically.

9. XHF will honor refund policies provided by any governmental law applicable to ID.

10. XHF requests that all ID's obey the letter and the spirit of the law.

© Xtreme Health Formulas, Inc. 2008