agnes & dora policies and procedures - amazon s3p.pdf · company’s sole discretion, could...

1Updated August 2, 2018

AGNES & DORA™ POLICIES AND PROCEDURES

1. Policies and Compensation Plan Incorporated into Representative Agreement; Amendments. These Policies and Procedures, in their present form and as amended at the sole discretion of Agnes & Dora™, LLC (hereafter “Agnes & Dora” or the “Company”), are incorporated into the Agnes & Dora Independent Representative Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Agnes & Dora Independent Representative Agreement, whether for an individual or an entity, (a.k.a. the “Independent Representative Agreement—Individual” and the “Independent Representative Agreement—Business Entity”), the Policies and Procedures, and the Agnes & Dora Compensation Plan. Independent Representatives shall be referred to herein as “Representatives” or “Reps.” The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective at the sooner of (a) acceptance/acknowledgement or (b) 30 days after notice and publication of the amended provision(s). Amended policies shall not apply retroactively to the conduct of an individual Independent Representative that occurred prior to the effective date of the amendment. A Representative may cancel his/her Agnes & Dora business at any time and for any reason. 1a. Rep Referral Credit Program. Throughout this document and other documents that constitute the Agreement, there may be reference to the Agnes & Dora Compensation Plan. For purposes of such documents, the term Compensation Plan means the non-cash Rep Referral Program currently in place.

2. Policies and Provisions Severable. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Representative against Agnes & Dora shall not constitute a defense to Agnes & Dora’s enforcement of any term or provision of the Agreement. 3. Term and Renewal of an Agnes & Dora Business. The relationship between each Independent Representative and Agnes & Dora is one of independent contractor whereby the independent contractor is authorized to purchase wholesale items from Agnes & Dora and to then offer those items for sale at minimum retail prices as established by Agnes & Dora. Accordingly, either party may terminate the relationship at any time. Agnes & Dora does reserve the right to require certain minimum levels of performance and/or payments to Agnes & Dora in order to remain an active Independent Representative. (If ever assessed, renewal fees are optional in North Dakota). 4. Independent Contractor Relationship. Representatives are independent contractors and not employees of Agnes & Dora. At all times, and in all communications (whether verbal, in writing or electronic/online) Representatives must represent themselves as an “Agnes & Dora™ Independent Representative.” For example, in any


business pages, social media postings, business cards, etc. Representatives must always use the phrase “an Agnes & Dora Independent Representative.” Representatives shall not lead anyone to believe that they are employees of Agnes & Dora. 4a. Competing Products. Representatives may not, in any manner, directly or indirectly, promote, market, or sell any products or services that conflict with or compete with the products and services offered by the Company. For purposes of this paragraph, the terms “conflict with or compete with” shall mean, at a minimum, any other brand of women’s apparel. Violations of this policy may result in immediate suspension and/or revocation of a Representatives account or status with the Company. 4b. Retail Prices/Discounting. No Agnes & Dora Representative may advertise (publicly or privately) an Agnes & Dora item for sale at a retail price any lower than the suggested retail price as established and advertised by Agnes & Dora. However, once an item has been discounted by Agnes & Dora pursuant to its Inventory Life Cycle program, each Representative may thereafter also advertise discount items as long as such discount is no greater than the maximum discount authorized by Agnes & Dora. Violations of this policy may result in immediate suspension and/or revocation of a Representatives account or status with the Company. 5. General Conduct and Etiquette. Representatives shall safeguard and promote the good reputation of Agnes & Dora and its products, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Representatives shall

not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this policy, and the following list is not a limitation on the standards of conduct to which Representatives must adhere pursuant to this policy, the following standards specifically apply to Representatives’ activities: • Deceptive conduct is always prohibited.

Representatives must ensure that their statements are truthful, fair, accurate, and are not misleading.

• If a Representative’s Agnes & Dora business is cancelled for any reason, the Representative must discontinue using the Agnes & Dora name, and all other Agnes & Dora intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites/platforms, or other promotional material.

• Representatives may not represent or imply that any state or federal government official, agency, or body has approved or endorses Agnes & Dora, its program, or products.

• Representatives must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in the course of their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or culture.

• Representatives may not place a hash-tag (#) on any competing women’s or children’s apparel product, brand or company for the purpose of directly or indirectly comparing Agnes & Dora or any of our products to those of the hash-tagged product, brand or company or for the purpose of diverting traffic from that competing woman’s/children’s product, brand or company to the Representatives Agnes & Dora business.


• With regard to other Representatives, the following general code of conduct and Representative etiquette shall apply: • Have a desire to make a positive difference in the world. • Be a positive support and leader by inspiring other Representatives. Be someone they can turn to, and count on. Love, support, and uplift one another! • Even on social media your attitude can be detected. Positively represent the high-quality brand you have chosen to be a part of. • Be professional in your words and conduct. Do not post negative content about other Representatives, or about other companies or their products. Keep it positive, and keep it Agnes & Dora focused. Please refrain from posting comparison images or information about products or policies of our competitors. • Encroaching upon and/or poaching customers, or existing or potential future Representatives from fellow Representatives is discouraged. Being part of Agnes & Dora means being part of a team! Be respectful. Do not post your items for sale on another Representative’s page, reach out to their group members, enter their giveaways, or expect wholesale pricing when shopping their event or group. We want to show the public and potential future Representatives that we work together and are not in competition with one another.

• Representatives are responsible for their own pop-up events. It is the Representative’s responsibility to be sure that the party is properly staffed, has adequate inventory, and lasts no longer than reasonably necessary. Representatives are reminded that the Company is not responsible for any loss or theft of any

products and as such are encouraged to ensure proper supervision of all events. • Representatives are encouraged to follow, “like,” and participate in the official Agnes & Dora social media accounts as well as the accounts and pages of fellow Representatives. This is an easy way to engage, encourage interaction, share successes, and build positive Agnes & Dora relationships. • The Agnes & Dora Representative Facebook Group is for use by Company headquarters for approved content only. This is the space where Headquarters communicates with Representatives to share new products, and to build and promote the Agnes & Dora brand. This is also a great space to meet other Representatives, share successes, network, and build positive relationships. Representatives are encouraged to refrain from using this space to complain about other Representatives, customers, and products. Agnes & Dora reserves the right to remove any post. • Representatives are not allowed to engage in any fundraising efforts utilizing or leveraging their Agnes & Dora business or any Agnes & Dora products without the prior express written consent of the Company. Contact Rep Support for details on approval. The Representative, and not the Company, is responsible to uphold and comply with all state, federal, and local laws regarding fundraising. • It is the responsibility of the sponsoring Representative to ensure proper training, mentoring (including how to conduct pop-up parties, understanding Policies & Procedures, etc.). 6. Social Media. In addition to meeting all other requirements specified in these Policies, should a Representative utilize any form of social media in connection with their Agnes & Dora business, including but not


limited to blogs, Facebook, Twitter, Instagram, YouTube, or Pinterest, the Representative agrees to each of the following: • Representatives are encouraged to create a compelling social media presence. However, Representatives are not allowed to sell Agnes & Dora products or process new Agnes & Dora Representative enrollments on their own independent website(s). All sales of any Agnes & Dora products or enrollment of new Agnes & Dora Representatives must be done by and through the Agnes & Dora website or Agnes & Dora Party Site or other resources specifically approved and made available by the Company such as a Company-provided Replicated website which Agnes & Dora will provide at its discretion. Should a Representative desire to create his/her own website to advertise and promote his/her Agnes & Dora business and Agnes & Dora products (but not to sell Agnes & Dora products or process new Agnes & Dora Representative enrollments) he/she may do so according to the requirements and restrictions contained in the Agreement, including but not limited to these Policies & Procedures. • It is preferred that negative comments and/or complaints not be posted online or on social media pages. Independent Representatives are encouraged to voice such issues appropriately—including using Agnes & Dora Rep Support. Agnes & Dora does reserve the right to monitor social media pages and to respond and/or delete as it deems appropriate. • Representatives are not permitted to use or register domain names or e-mail addresses containing the terms “Agnes & Dora or any variation or abbreviation thereof that could cause confusion, or be misleading or deceptive (i.e., “Agnes ‘n’ Dora,” “A&D,” “AandD,” etc.). Similarly, Representatives

are not permitted to use or register any of the Company’s trademarks or trade names, product names, or any derivatives thereof, whether abbreviated or not, for any domain names or email addresses. However, Representatives may use the name “Agnes & Dora” in any username(s) or handle(s) for any social media site(s) on the express condition that the profile description of the social media site(s) sets forth and uses the term “Agnes & Dora Independent Representative.” Any username(s) or handle(s) or profile description(s) which is/are misleading may subject the offending Representative to termination of his/her Agnes & Dora business. For purposes of this policy a username or handle will be considered confusing, misleading, or deceptive if any individual could be confused to believe that the communication is from, is endorsed by, or is the property of Agnes & Dora. • Any domain names, user names or handles for any social media sites/platforms cannot include any reference to any town, city, state, province or region. • Representatives are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media site that they own, operate, or control. • Representatives shall not make any social media postings or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property


rights of the Company or any third party. This includes, but is not limited to, talking or posting negatively about other Representatives, Agnes & Dora or any of its officers, directors, owners or employees, as well as other companies--including competitors. ● Representatives are not permitted to use any e-commerce pages or non-Company approved apps as an alternative for transacting sales. This exclusion shall include, but not be limited to, Shopify, EBay, Etsy, Amazon, Facebook Marketplace, garage or yard sale sites, Buy-Sell-Trade pages, or any other site or app that uses a shopping cart to tally customer orders or provide the customer a checkout or payment option. • It is each Representative’s responsibility to follow the social media sites’/platforms’ terms of use. • Any social media site or business page on any social media site that is created by or directly or indirectly operated or controlled by a Representative that is used to discuss or promote Agnes & Dora’s products, or the Agnes & Dora opportunity may not promote or advertise the products, services, or business program of or link to any website, social media site, or site of any other nature that promotes the products, services, or business program of any direct selling company other than Agnes & Dora. If the Representative’s Agnes & Dora business is cancelled for any reason or if the Representative becomes inactive, the Representative must deactivate the page. Further, Representative agrees that upon any cancellation/termination of his/her status as a Representative, that Representative will also immediately close and permanently discontinue use of any and all “groups” that were used, in any way, to advertise or promote or otherwise used in

Representative’s Agnes & Dora business. Representative hereby acknowledges that merely changing the name of any customer or team group does not quality as the closing and discontinued use thereof. • During the term of this Agreement and for a period of 12 calendar months thereafter, a Representative may not use any social media site, or social media platform, on which they discuss or promote, or have discussed or promoted, the Agnes & Dora business or Agnes & Dora’s products, to directly or indirectly encourage any Agnes & Dora Representative or customer to stop doing business with Agnes & Dora and/or to shift allegiances to any other business, products or enterprise in which the Independent Representative may be involved. Violation of this provision shall constitute a violation of the non-solicitation provision in Policy 17. • To protect and preserve the Agnes & Dora brand, the Company prefers that Representatives use only approved art/photographs/stock images of Agnes & Dora products on social media sites/platforms. If a Representative chooses to use his/her own images, the photo may not contain or display any Agnes & Dora logo or trademark unless such use has been specifically approved in each instance by the Company. Also, any personal images posted by a Representative, must be free from clutter in the background, and must present the Company and the product in a positive manner. The Company reserves the right to request the removal of any personal photographs published by a Representative to the extent they violate this policy or cast any doubt on the name or reputation of Agnes & Dora or infringe upon any Agnes & Dora intellectual property rights. Representatives are reminded to obtain permission from other


Representatives for the use of their personal photos. 7. “Representative Created Marketing Methods, Advertising, and Promotional Material (collectively “Representative Created Marketing Tools”). The Company grants Representatives a limited license to create Representative Created Marketing Tools. To ensure that all Representative Created Marketing Tools are not deceptive, contain only substantiated claims, and properly identify Agnes & Dora’s trademarks and copyrights, the Company may, at its discretion, require that Representative Created Marketing Tools be approved by the Company in writing. Should the Company become aware of Representative Created Marketing Tools that do not meet Company standards and/or do not accurately represent the Company brand, the Company reserves the right to contact the Representative and request that the substandard Representative Created Marketing Tools be removed from circulation. Representatives may make Representative Created Marketing Tools which meet Company standards available to other Representatives free of charge if they wish, but may not sell the Representative Created Marketing Tools to other Agnes & Dora Representatives (any sale or attempt to sell Representative Created Marketing Tools to another Representative will result in the termination of the offending Representative’s Agnes & Dora business). Agnes & Dora reserves the right to rescind approval for any approved Representative Created Marketing Tools, and Representatives waive all claims against Agnes & Dora, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission. A collection of Company created approved marketing tools and Representative

Created Marketing Tools will be made available to all Representatives through approved Company channels. The Representative(s) who created the Representative Created Marketing Tools grants Agnes & Dora and other Independent Representatives an irrevocable license to use the Representative Created Marketing Tools for Agnes & Dora business purposes at its discretion, and waives all claims, including but not limited to intellectual property right claims, and/or claims for remuneration against Agnes & Dora, its officers, directors, owners, agents, and other Independent Representatives for such posting and/or use of the Representative Created Marketing Tools. 8. Trademarks and Copyrights. The name “Agnes & Dora” and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of Agnes & Dora. The Company grants Representatives a limited license to use its trademarks and trade names in promotional media for so long as the Representative’s Agreement is in effect. Upon cancellation of a Representative’s Agreement for any reason, the license shall expire and the Representative shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Representative use any of Agnes & Dora’s trademarks or trade names in any email address or website domain name, or in any unapproved Sales Tools.

Agnes & Dora commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Representatives, and guests appear and speak. The content of such events is copyrighted material that is owned


exclusively by the Company. Representatives may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

Representatives are not permitted to record or livestream any communications. This includes but is not limited to screenshots of emails, photographs, trainings, “lives,” webinars, or calls. All such communications from the corporate office are trademarked communications that may only be used for company approved purposes as expressly authorized by the Company.

In addition, any Company produced Sales Tools, videos, audios, podcasts, and printed material is also copyrighted. Representatives shall not copy any such materials for their personal or business use without the Company’s prior written approval. 9. Representative Websites and Mobile Applications Not Allowed. Representatives may not create their own websites or mobile applications to process the sale of Agnes & Dora products or to process new Agnes & Dora Representative enrollments. Only Company supplied and approved websites are to be used to process new Agnes & Dora Representative enrollments or to process the sale of any Agnes & Dora product(s). 10. Retail Locations and Outlets. To support the Company’s direct selling distribution channel and to protect the Independent Representative relationship, Representatives agree that they will not sell Agnes & Dora products from any commercial office space, wholesale establishment, warehouse, storage unit, commercial garage space, discount establishment, or the like. Notwithstanding the foregoing, Representatives are authorized to display and sell Agnes & Dora products from their home, at a hostess’s party

location, at professional trade shows or vendor events, farmer’s markets, and any fundraiser locations. 11. Change of Sponsor. The only way a Representative may legitimately change his/her sponsor is to cancel his/her Agnes & Dora business in writing and remain inactive for six (6) full calendar months. Following the six-calendar month period of inactivity, the former Representative may reapply under a new sponsor. The Representative will lose all rights to his/her former down line organization upon his/her cancellation. 12. Waiver of Claims. In cases wherein a Representative improperly changes his/her sponsor, Agnes & Dora reserves the sole and exclusive right to determine the final disposition of the down line organization that was developed by the Representative in his/her second line of sponsorship. REPRESENTATIVES WAIVE ANY AND ALL CLAIMS AGAINST AGNES & DORA, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM AGNES & DORA’S DECISION REGARDING THE DISPOSITION OF ANY DOWN LINE ORGANIZATION THAT DEVELOPS BELOW A REPRESENTATIVE WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR. 13. Product Claims. Representatives must not make claims, including but not limited to testimonials, about Agnes & Dora’s products or services that are not contained in official Agnes & Dora literature or posted on Agnes & Dora’s official website. 14. Income Claims. When presenting or discussing the Agnes & Dora opportunity or Compensation Plan to a prospective Representative, Representatives may not make income projections, income claims, income testimonials, or disclose their Agnes


& Dora income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other Agnes & Dora Representative. Nor may Representatives make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that infers or states that the Representative is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Agnes & Dora business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that a Representative was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations. 15. Compensation Plan and Program Claims. When presenting or discussing the Agnes & Dora Compensation Plan, you must make it clear to prospects that financial success in Agnes & Dora requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to: • It’s a turnkey system. • The system will do the work for you. • Just get in and your down line will build through spillover. • Just join and I’ll build your down line for you. • The Company does all the work for you. • You don’t have to sell anything. • All you have to do is buy your products every month. • The clothes sell themselves.

The above are just examples of improper representations about the Compensation Plan and the Company’s program. It is important that you do not make

these, or any other representations, that could lead a prospect to believe that they can be successful as a Representative without commitment, effort, and sales skill. 16. Media Inquiries. Representatives must not interact with the media regarding the Agnes & Dora business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to Rep Support at support.agnesanddora.com. 17. Non-solicitation/Non-Interference. The relationship Agnes & Dora has with its Independent Representatives and its customers is extremely important and valuable. Accordingly, during the term of this Agreement and for one year thereafter, a Representative may not directly or indirectly influence any customer or other Independent Representative to stop doing business with Agnes & Dora.

If an Agnes & Dora Independent Representative chooses to engage in any other non-Agnes & Dora business or activities at the same time as being an Agnes & Dora Independent Representative, it is the responsibility of the Representative to ensure that his/her Agnes & Dora business is operated consistent with the Representative’s Agreements with Agnes & Dora (including but not limited to these policies and procedures). To that end, Independent Representatives of Agnes & Dora must be careful to ensure that any other business activities in which they are involved add to, rather than distract from, the Agnes & Dora product offerings, name, brand and reputation.

Agnes & Dora reserves the right to request that an Independent Representative limit (or even eliminate) other business activities as a condition to that Representative’s on-going relationship with Agnes & Dora if, in the reasonable discretion


of Agnes & Dora, Agnes & Dora feels that the other business interest(s) or activities have had or may have a negative impact on Agnes & Dora, its products, or its name, brand and/or reputation, or on other Agnes & Dora Independent Representatives. Agnes & Dora reserves the right to suspend and/or terminate any Representative who fails to cooperate in honoring the terms and/or intended purposes of this policy. 18. Handling Personal Information. If you receive Personal Information from or about prospective Representatives or customers, it is your responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no longer need it. Personal Information is information that identifies, or permits you to contact an individual. It includes, but is not limited to, such things as a customer’s, potential customers, Representatives’ and prospective Representatives’ name, address, email address, phone number, credit card information, social security or tax identification number, and other information associated with these details. Additional examples of personal information include photos taken of individuals in front of their homes, or the dates of birth or names of family members. It is the Representative’s responsibility to exercise careful discretion and to always obtain express written consent before publishing anyone’s Personal Information. 19. Confidential Information. “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to Agnes & Dora’s Representatives and/or customers: (a) that is contained in or derived from any Representatives’ respective Back-Office; (b) that is derived from any reports issued by Agnes & Dora to Representatives to assist them in operating and managing

their Agnes & Dora business; and/or (c) to which a Representative would not have access or would not have acquired but for his/her affiliation with Agnes & Dora. Confidential Information constitutes proprietary business trade secrets belonging exclusively to Agnes & Dora and is provided to Representatives in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Representative’s use in building and managing his/her Independent Agnes & Dora business. 20. Bonus Buying. Bonus buying is strictly prohibited. Bonus buying is the purchase of merchandise for any reason other than bona fide resale or use, or any mechanism or artifice to qualify for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end user consumers for actual use. 21. Limitations on Representative and Household Businesses. Representatives may own, operate, control, or have an interest in, only one Agnes & Dora business, and there may be only one Agnes & Dora business in a household. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home. 22. Actions of Household Members. If a household family member of a Representative engages in conduct that would be a violation of the Agreement, the conduct of the household family member may be imputed to the Representative. 23. Tampering with Product Packaging. Agnes & Dora products must be sold with their original labels and tags intact. Original


labels and tags include: main label, care label, and original hang tags. Any additional tags, labels, stickers or the like will disqualify such item(s)/product(s) from any Company buy/back or return policies and procedures. 24. Negative Comments. Complaints and concerns about Agnes & Dora should be directed to the Rep Support Department. Representatives must not disparage, demean, or make negative remarks to third parties or other Representatives about Agnes & Dora, its owners, officers, directors, management, other Agnes & Dora Representatives, the Marketing and Compensation Plan, or Agnes & Dora’s directors, officers, or employees. Disputes or disagreements between any Representative and Agnes & Dora shall be resolved through the dispute resolution process (see Policy 45), and the Company and Representatives agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum. 25. Discount Bins, Loyalty Programs, Shipping, and Customer Deposits. ● To the extent a Representative chooses to

offer a “discount bin” such discount bins may only be offered at live in-person pop-up events.

● The Company does not provide any loyalty programs, hostess rewards or giveaways. Any such programs, rewards, or giveaways, which a Representative may choose to offer must: 1) comply with state and/or local laws, and 2) must not be publicly promoted or advertised in an effort to gain advantage over another Representative. From time to time the Company may approve periodic promotions in which all Representatives are allowed to participate. To the extent offered, Giveaways (a) may only be offered on raffle format (i.e. “Enter for a Chance to Win!”), (b) must only have one

winner, and (c) may not require a purchase to participate.

● Independent Representatives are encouraged to consider not advertising any customer shipping rates that are less than actual shipping rates. Ultimately, however, the amount a customer pays for shipping is up to each individual Independent Representative. From time to time Agnes & Dora may suggest company-wide shipping promotions or initiatives.

● Representatives are not permitted to accept any form of deposit or payment on any products they do not already have physical possession of. Acceptance of payment may only take place once product is received and quality checked by the Representative. By way of clarity, a Representative may solicit and accept special orders or pre-orders; but may not accept any form of deposit or payment whatsoever unless and until the special or pre-ordered product has been physically received and quality checked by the Representative.

26. Sales Receipts. For all authorized sales (those occurring through Company provided technology and/or other Company approved methodologies) the Company will generate and send appropriate customer receipts. Any additional receipts or sales documentation provided by a Representative to his/her customers shall comply in all respects to the Company generated receipts by providing, at a minimum, adequate legal notice of the consumers right to cancel. Representatives must maintain all self-generated retail sales receipts for a period of two years and furnish them to Agnes & Dora at the Company’s request. 27. Adjustment to Bonuses and Commissions. Compensation stemming from product sales is fully earned when the


applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to Agnes & Dora for a refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company. Unearned compensation will be deducted in the month in which the refund is issued or the chargeback occurs, and continuing every pay period thereafter until the commission is recovered, from the upline Representatives who received bonuses and commissions on the sales of the refunded products.

Agnes & Dora reserves the right to withhold or reduce any Representative’s compensation as it deems necessary to comply with any garnishment or court order directing Agnes & Dora to retain, hold, or redirect such compensation to a third party. 28. Return Policy—Damaged or Defective Product. Agnes & Dora offers each Representative the limited right to return and receive credit for new and unused but damaged or defective products delivered to the Representative by the Company. If a Representative believes that an item he/she received is damaged or defective, the Representative must, within twenty-one (21) days of receipt of the item(s), complete and submit the Company approved “Unwearable Form” located in the Party Site Back Office or submit an appropriate ticket with Rep Support at support.agnesanddora.com. Any Representative requesting a refund pursuant to this policy may be required to provide photographs or other evidence/substantiation of the damaged/defective item and must receive an authorized Return Merchandise Authorization (RMA). Any items returned by a Representative pursuant to this policy must be in their original condition,

unwashed, unworn, and with all tags attached. The Company may issue the Representative a refund, exchange, or credit as the Company sees fit. In cases where a Representative submits an unreasonable volume (as determined by the Company) of return product, whether at once or over time, the Company will address such situations on a case-by-case basis to determine if the large volume return is warranted. The Company reserves the right to use its discretion in accepting returns and may refuse returns if they are submitted fraudulently, with mal intent, or in an attempt to abuse the Return Policy.

29. Return Policy—Withdrawing/Resigning Representatives. Agnes & Dora offers all Independent Representatives six (6) months (120 calendar days) after the date of his/her Initial Enrollment (defined as the date upon which the Independent Representative Agreement is acknowledged/signed) within which to withdraw/resign as an Agnes & Dora Independent Representatives and be eligible for a refund of up to 100% of the dollar amount of the withdrawing/resigning Representatives Initial Inventory Purchase (defined as the amount of money spent by the withdrawing/resigning Representative on inventory on the day that Representative first enrolled with Agnes & Dora) on Qualifying Product returned to Agnes & Dora by the withdrawing/resigning Representative. By way of example, if as a brand new Independent Representative the Representative purchased $5,000 in initial inventory at the time of his/her initial enrollment but within six (6) months thereafter decided to withdraw/resign as an Agnes & Dora Representative, that withdrawing/resigning Independent Representative would be eligible to return his/her Qualified Product (even if different


than the initial inventory purchased) for a refund of up to $5,000 (being the dollar amount of the original inventory purchase). To be eligible for the Withdrawing Representatives Refund Policy, the withdrawing Representative must make known his/her desire to withdrawn/resign as an Independent Representative in writing (submitted via ticket to the Agnes & Dora Rep Support Department at support.agnesanddora.com.) within six (6) months of his/her enrollment date and within twenty-one (21) days thereafter must return to Agnes & Dora Qualifying Product that as an as-of-then current wholesale value equal to (or greater than) the amount of that Representative’s Initial Inventory Purchase. Upon receipt of sufficient Qualifying Product, Agnes & Dora will review the Qualifying Product and will process a return credit to the withdrawing/resigning Representative—usually (but not always) in the form of that Representative’s initial payment. To be considered Qualified Product, each item returned (including any Agnes & Dora accessories) must: (a) have its original label and tag still affixed, intact and unaltered, and must be folded and encased in a company approved plastic bag (ideally, though not required, the original plastic bag); (b) otherwise be in a good and currently marketable condition; (c) not be passed its commercially reasonable use or shelf life. (For purposes of this policy any item that has at any time in the past been offered for sale (wholesale or retail) at a discount or reduced or clearance price is considered passed its commercially reasonable shelf life); and (d) must have been personally purchased from the Company by the withdrawing/resigning Representative and paid for using cash or credit card payment. Items that have been washed or worn or which have stains or

odors or that at the time of sale were marked as not being eligible for refund (such as certain pre-order, customer order, and/or holiday items) are not considered Qualified Product. NOTE: For any individual/entity that was already an Agnes & Dora Representative prior to the effective date of this policy (being August 2, 2018), this policy is nevertheless still available. For purposes of all such pre-existing Independent Representatives, the date of Initial Enrollment shall be considered the date upon which this new policy is acknowledged and accepted by the individual Representative. 30. Return Policy—Customers. Agnes & Dora requires that each Representative handle the product returns/exchanges of his/her own customers. It is the responsibility of the selling Representative to issue any refund, exchange or credit to his/her customer as the Representative determines appropriate after considering all of the circumstances including such things as the good will and reputation of the Representative and the Company. If a Representative receives a product returned because the item was damaged or defective (in the manufacturing process and not as a result of abuse, misuse or inappropriate care by the customer), the Representative may contact the Company to determine if the returned product is eligible for exchange or credit pursuant to the policy outlined in Policy 28. 31. Montana Residents. A Montana resident may cancel his or her Representative Agreement within 15 days from the date of enrollment, and may return his or her initial inventory kit and/or enrollment package within such time period and is entitled to a full refund for the initial inventory kit and/or enrollment package and for any other


consideration he/she paid in such time period to participate in the program. 32. Disciplinary Sanctions. Generally speaking, the Company prefers to work with its Independent Representatives to correct behavior or conduct that violates these Policies and Procedures or that is deemed harmful to Agnes & Dora, its brand, reputation, or other Independent Representatives. However, notwithstanding that general preference, the Company does reserve the right to take whatever action it feels is reasonably appropriate after considering all of the available facts. In the end, all Independent Representatives must be aware that any violation of the Agreement (including these policies and procedures), any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Representative that the Company reasonably believes may damage its reputation or goodwill or any other Independent Representative will result in appropriate disciplinary action/measures as determined in the reasonable discretion of the Company, which may include but not be limited to temporary suspension or permanent termination of the Agnes & Dora / Independent Representative relationship. In situations deemed appropriate by Agnes & Dora, the Company may institute legal proceedings for monetary and/or equitable relief. 33. Indemnification. Representatives agree to indemnify Agnes & Dora for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Agnes & Dora incurs resulting from or relating to any act or omission by Representative that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Agnes & Dora may elect to exercise its indemnification rights through withholding

any compensation due the Representative. This right of setoff shall not constitute Agnes & Dora’s exclusive means of recovering or collecting funds due Agnes & Dora pursuant to its right to indemnification. 34. Effect of Cancellation. For the protection of the Company, its customers, and the Representatives, the Company may find it necessary to cancel a Representative’s business. A Representative whose business is cancelled for any reason will immediately lose all Representative rights, benefits and privileges. This includes, but is not limited to, the right to represent yourself as an Independent Agnes & Dora Representative, to purchase and sell Agnes & Dora products and services, the right to participate in any Company sponsored event(s), and the right to receive Rep Credits, commissions, bonuses, or other income resulting from his/her own sales and the sales and other activities of the Representative and the Representative’s former down line sales organization. There is no whole or partial refund for tangible enrollment packages that are not currently marketable, BackOffice, Replicated Website or renewal fees if a Representative’s business is cancelled. 35. Voluntary Cancellation. All Independent Representatives have a right to cancel his/her participation/association with Agnes & Dora at any time, regardless of reason. It is preferred that anyone desiring to cancel/withdraw, provide written notice to Agnes & Dora. 36. For purposes of the relationship between Agnes & Dora and the Independent Representative, any posting by the Independent Representative expressing his/her intention as “going out of business,” publicly posting their intent to leave Agnes & Dora, move on to other opportunities, etc. shall constitute notice to Agnes & Dora of the


Representative’s immediate intention to voluntarily discontinue his/her association with Agnes & Dora and will therefore automatically trigger the process of cancellation of the Representative’s business. The Representative will lose all rights, benefits, and privileges mentioned in the Effect of Cancellation policy set forth in Paragraph 34.37. Cancellation for Inactivity. The Company reserves the right to terminate its association with any Representative that does not engage in certain minimum levels of buying and/or selling activities or if Representative ceases to promote or sell his/her Agnes & Dora products and services. As a general rule, and though subject to periodic review and modification, the current minimum level of activity required to avoid cancellation for inactivity is spending at least $100 in wholesale purchases within the most recent six (6) month period. ● A Representative may apply for a

medical hardship if they are unable to work their business for a period longer than 3 months. This medical hardship must be approved by the Agnes & Dora Rep Support/Compliance department. Please contact the Agnes & Dora Rep Support/Compliance team for details and necessary forms.

38. Agnes & Dora prohibits retaliation of any kind. Reps are prohibited from retaliating against the company, or against any employee or Representative of the Company. Reps shall not engage in any discussions with anyone outside of Compliance or Agnes & Dora’s legal counsel about any possible violation of policy or regarding consequences imposed by Agnes & Dora. This includes, and is not limited to, discussions or postings of any kind, whether public or private. Doing so will be cause for

immediate termination of your Representative Agreement with Agnes & Dora. 39. Business Transfers. Representatives in good standing who wish to sell or transfer their business must receive Agnes & Dora’s prior written approval before the business may be transferred. Requests to transfer a business must be submitted in writing to the Agnes & Dora Rep Support/Compliance Department. Please contact Rep Support for additional information and the required forms. They may be contacted at support.agnesanddora.com. It is within Agnes & Dora’s discretion whether to allow a business sale or transfer, but such authorization shall not be unreasonably withheld. However, no business that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary matter is resolved. Prior to transferring a business to a third party, the Representative must offer Agnes & Dora the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have ten days to exercise its right of first refusal. 40. Transfer Upon a Representative’s Death. A Representative may devise his/her business to his/her heirs. Because Agnes & Dora cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.), and Agnes & Dora will transfer the business and issue commissions to the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide Agnes & Dora with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the proper


disposition of the business. The beneficiary must also execute and submit to the Company an Agnes & Dora Representative Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be cancelled. 41. Business Distribution Upon Divorce. Agnes & Dora is not able to divide commissions among multiple parties, nor is it able to divide a down line organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Agnes & Dora will recognize as the owner of the business the former spouse who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Agnes & Dora business must also execute and submit an Agnes & Dora Representative Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled. 42. Dissolution of a Business Entity. Agnes & Dora is not able to divide commissions among multiple parties, nor is it able to divide a down line organization. Consequently, in the event that a business entity that operates an Agnes & Dora business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The Agnes & Dora business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments. If the business entity wishes to sell or transfer its Agnes & Dora business, it must do so pursuant to Policy 39. In addition, the recipient of the Agnes & Dora business must also execute and submit an Agnes & Dora Representative Agreement to the Company

within 30 days from the date of the dissolution of the business entity or the Agnes & Dora business will be cancelled. 43. Assignment and Delegation by Agnes & Dora. Agnes & Dora shall not assign its rights in the Agreement of any individual Representative to any third-party without the written consent of the Representative. Notwithstanding the foregoing, if the assets of Agnes & Dora, or a controlling ownership interest in Agnes & Dora, is transferred to a third party, Agnes & Dora may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer. 44. Inducing Representatives to Violate the Agreement. Representatives shall not induce, encourage, or assist another Representative to violate the Agreement. 45. Reporting Errors. If a Representative believes that Agnes & Dora has made an error in his/her compensation, the structure or organization of his/her genealogy, or any other error that impacts the Representative’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Agnes & Dora shall use its best efforts to correct errors reported more than 60 days after the date of the error, Agnes & Dora shall not be responsible to make changes or remunerate Representatives for losses for mistakes that are reported more than 60 days after the mistake occurs. 46. APO/FPO and Shipments Outside the United States. Agnes & Dora does not ship any inventory or product that is intended for re-sale to any APO/FPO address(es). Representatives in such areas are responsible for providing Agnes & Dora an alternative valid address. Independent Representatives conducting business outside the United States are responsible for their own


compliance with import/export laws, and the payment of any duties, tariffs, or other amounts due as a result of receiving a shipment from the United States. 47. Prohibited Activities with Individuals Waiting to Become Representatives. Representatives may not provide any Agnes & Dora products to any unapproved individual or entity for re-sale or engage in any other activity which directly or indirectly encourages or aids any non-approved individual or entity to engage in any Agnes & Dora related marketing, solicitation, or sales activity(ies). This prohibition includes, but is not limited to, providing products to any individual/entity in any Agnes & Dora “wait queue” or any other individual that is not an approved Company Representative. 48. Dispute Resolution a. Stages of Dispute Resolution. Disputes between the Company and a Representative(s) that arise from or relate to the Agreement, the business operated by the Representative, or the opportunity offered by the Company shall be resolved according to the three-step procedure of (i) informal negotiation; (ii) non-binding mediation; and (iii) binding arbitration. THE PARTIES WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. Step 1 - Informal Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Company’s business promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A party may, at its election, choose to be represented in such negotiation by an attorney, provided such attorney has authority to settle the controversy on behalf of the party. Any party may give the other party written notice of any

dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive or attorney who will represent that party and of any other person who will accompany the executive or attorney. Within 30 days after delivery of the notice, the executives or attorneys of both parties shall meet at a mutually acceptable time and place. Such meeting may occur telephonically if one party requests that the meeting be held telephonically.

Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives or attorneys described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.

All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to this Agreement or the business except to pursue emergency relief as set forth below. However, this limitation is inapplicable to a party if the other party refuses to engage in good faith negotiations as set forth in this dispute resolution policy.


All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in this dispute resolution policy are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling. Step 2 – Mediation. If the parties are not successful in resolving the dispute through good faith negotiation within the time specified above, they shall seek to resolve the dispute through mediation. The parties shall select a mutually acceptable mediator. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS to have a mediator appointed. Mediation shall occur in your home forum unless we mutually agree on another forum. The mediator’s fees and costs shall be divided evenly between the parties. The claimant shall be responsible for filing and administrative fees. Each party shall be responsible for its own attorney’s fees and costs. Step 3 – Confidential Arbitration. If the parties do not successfully resolve their dispute through the conciliation and mediation procedures above, the dispute shall be resolved through confidential arbitration as set forth below. b. Confidential Arbitration. If the parties are unsuccessful in resolving their dispute through informal conciliation or mediation, it shall be fully and finally resolved through confidential arbitration. Any dispute relating to whether the dispute is subject to arbitration shall be decided through arbitration. The arbitration shall be filed with, and administered by JAMS in accordance with its Rules and Procedures, which are available on JAMS’ website at https://www.jamsadr.com/rules-comprehensive-arbitration/. Copies of JAMS Rules and Procedures will also be

emailed to Representatives upon request to Agnes & Dora’s Rep Support Department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions: • The Federal Rules of Evidence shall apply in all cases; • The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure; • The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure; • The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days; • Except as otherwise specified herein, all arbitration proceedings shall be held in your home forum unless the Parties mutually agree on another forum; • The Parties shall be allotted equal time to present their respective cases; • Each party shall be responsible for paying its/their own attorney’s fees, expert witness fees, and professional fees, and their respective expenses, associated with prosecuting the case subject to the limitations herein; • If you institute arbitration against Agnes & Dora, the only arbitration cost you will be required to pay is $250. All other arbitration costs shall be paid by Agnes & Dora including any remaining JAMS Case Management Fee and all professional fees for the arbitrator's services. If Agnes & Dora initiates arbitration, Agnes & Dora will be responsible to pay all costs associated with the arbitration; • An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential


findings and conclusions on which the award is based; • The parties, their respective agents and attorneys, and the arbitrator shall maintain the confidentiality of the arbitration proceedings and all evidence associated with the arbitration, and shall not disclose to any third party: The substance of, facts underlying, or basis for, the controversy, dispute, or claim; • The substance or content of any settlement offer or settlement discussions or offers associated with the dispute; • The pleadings, the content of any pleadings, and exhibits to the pleadings, filed in any arbitration proceeding; • The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration; • The terms or amount of any arbitration award; • The rulings of the arbitrator on the procedural and/or substantive issues involved in the case. c. Emergency Relief. Either party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of these policies. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/, or by contacting the Rep Support at support.agnesanddora.com. The parties agree that any violation of the Confidential Information (Policy 19) or Non-solicitation provisions (Policy 17) of these policies shall entitle Agnes & Dora to emergency and permanent equitable relief because: (a) there shall be no adequate remedy at law; (b)

Agnes & Dora shall suffer immediate and irreparable harm should such policies be breached; and (c) if emergency and permanent equitable relief is not granted, the injury to Agnes & Dora shall outweigh the potential harm to Representative if emergency and/or permanent equitable relief is granted. d. Disputes Not Subject the Three-Step Dispute Resolution Procedure. • Small Claims. You may seek remedies in small claims court for disputes or claims within the scope of its jurisdiction in the jurisdiction in which you reside so long as it is the only forum in which the dispute is pending. • Action to Enforce Arbitration Award or Order. Either party may bring an action in a court properly vested with jurisdiction to enforce an Arbitration award or order, including but not limited to an order for emergency relief. e. Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State in which the Representative resides, without regard to principals of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business or any other claim between the Parties. f. Class Action Waiver. All disputes arising from or relating to the Agreement, or arising from or relating to the Agnes & Dora business, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any arbitration or lawsuit against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as a Representative. Submit your written opt-out notice to the


Company at 150 North Draper Lane, Provo, Utah 84601 ATTN: Legal Department. g. Remedies. Remedies available to you under U.S. federal laws, and the state and local laws of your state, shall remain available to you in any arbitration proceeding. h. Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration policy, the non-breaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys or agents breach the confidentiality provisions of this policy, the non-breaching Party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, and $25,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each allegation, pleading, claim or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a Party to disclose evidence or allegations relating to the dispute to any individual who is, or who may be, a bona fide witness to the dispute. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty. i. Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of a Representative’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of a Representative’s Agreement and/or loss of their independent business is proven and held to be wrongful under any theory of law,

Representative’s sole remedy shall be liquidated damages calculated as follows: • For Representatives at the “Paid As” rank level 1 through 3 (or the rank names associated with those rank levels), liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Agnes & Dora’s Compensation Plan in the twelve (12) months immediately preceding the termination. • For Representatives at the “Paid As” rank 4 through 7 (or the rank names associated with those rank levels), liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Agnes & Dora’s Compensation Plan in the twenty-four (24) months immediately preceding the termination. • For Representatives at the “Paid As” rank of 8 or above (or the rank names associated with those rank levels), liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Agnes & Dora’s Compensation Plan in the thirty-six (36) months immediately preceding the termination. Gross compensation shall include commissions and bonuses earned by the Representative pursuant to Agnes & Dora’s Compensation Plan as well as retail profits earned by Representative for the sale of Agnes & Dora merchandise. However, retail profits must be substantiated by providing the Company with true and accurate copies of fully and properly completed retail receipts provided by Representative to customers at the time of the sale. The Parties agree that the foregoing liquidated damage schedule is fair and reasonable.

A Representative’s “Paid As” rank is the rank or title at which they actually qualify to earn compensation under the Agnes & Dora Compensation Plan during a pay period. For purposes of this Policy, the relevant pay


period to determine a Representative’s “Paid As” rank is the pay period during which the Representative’s business is placed on suspension or terminated, whichever occurs first. The “Paid As” rank differs from the “Title Rank,” which is the highest title or rank that a Representative has ever achieved under the Agnes & Dora Compensation Plan. j. Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this policy shall restrict or limit a Party’s right to recover liquidated damages as set forth in these Policies. k. Louisiana Residents. The foregoing three-step dispute resolution process shall apply to Louisiana residents with the exception that Louisiana residents shall be entitled to institute and conduct arbitration proceedings against Agnes & Dora in their home forum and pursuant to Louisiana law.

Amended: August 2, 2018

ADDENDUM 1

Addendum to Agnes & Dora™ Policies and Procedures

TERMS OF USE

(Applicable to all Websites maintained and/or offered by Agnes & Dora™ including specifically, but not being limited to, “Replicated Website(s),” “Rep Back-Office(s)”, and “Rep Party Sites”).

THESE TERMS OF USE (ALSO TERMS AND CONDITIONS) ARE INTENDED TO APPLY TO ANY AND ALL WEBSITE(S) MAINTAINED AND/OR OFFERED BY AGNES & DORA™ INCLUDING, BUT NOT LIMITED TO, ALL REPLICATED WEBSITE(S), REP BACK-OFFICE WEBSITE(S)/PORTALS, AND REP PARTY SITES (HEREINAFTER, INDIVIDUALLY AND/OR COLLECTIVELY, THE “SITE”).

BY ACCESSING AND/OR USING ANY FUNCTION OF THE SITE, YOU AGREE TO THE FOLLOWING:

Your use of any Site maintained and/or offered by Agnes & Dora™, LLC (hereinafter “Agnes & Dora™” or “Company”) is subject to the following Terms of Use. If you are an Agnes & Dora™ Independent Representative (hereinafter “Representative”) and you do not agree to these Terms of Use, your sole recourse is to not use the Site. If you are a Representative, violation of these Terms of Use, your Independent Representative Agreement, or our Policies and Procedures may result in disciplinary action.

Additional Terms. If there are additional terms which apply to particular services offered on the Site (such as subscription-based services, product purchases, etc.), such additional terms (if any) will be posted in connection with the applicable service or Agnes & Dora™ will further modify its Policies and Procedures. Any such terms are in addition to these Terms of Use and, in the event of a conflict, prevail over these Terms of Use.

Amendments. Agnes & Dora™ may amend these Terms of Use at its discretion. Amendments shall become effective at the earlier of acceptance by the Representative or 30 days after publication of notice is posted under the Terms of Use tab to this Site. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. Agnes & Dora™ may, in our sole discretion, change the Site or delete content or features of the Site at any time, in any way, for any or no reason.

Ownership of Site. All of the products (except inventory which a Representative has rightfully purchased from Agnes & Dora for resale) and services as well as information accessed through or displayed on the Site, including but not limited to things as all text, user interfaces, visual interfaces, sounds, graphics, computer code, expression, “look and feel,” images, trademarks, trade names, logos, etc. (collectively “Trademarks”), and other content of the Site (including anything you may submit to Agnes & Dora™ that is incorporated into the Site) is owned or


controlled by or otherwise licensed to Agnes & Dora™, and is protected by copyright, trademark, trade secret, and other intellectual property laws. Any unauthorized use of any material contained in the Site is strictly prohibited.

License. Agnes & Dora™ hereby grants to you a personal, limited, revocable, non-transferable, and non-exclusive license to access the Site and to utilize the products and services and content for the limited and specific purpose of either operating your independent business as a Representative or interacting with Agnes & Dora™ as a customer, whichever the case may be. Neither the Site nor any portion of the Site or any of its content may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by the Company in its Policies & Procedures or otherwise by the Company in writing.

Use Limitation. As a condition for your access to and use of the Site and the products, services and content therein, you hereby agree that you will not use the Site or any of the products, services or content therein for any purpose that is illegal, immoral, contrary to public law, abusive, threatening, harassing, controversial, distasteful, that casts a negative light on Agnes & Dora™, in any way which would or might violate the legal rights, including rights of privacy, of any other individual or third-party, or in any way contrary to these Terms of Use or the Agnes & Dora™ ™ Policies and Procedures. Without providing an exhaustive list, examples of such unlawful and/or prohibited conduct shall include the following:

● The use of any computer code, data mining software, “robot,” “deep-link,” “page-scrape,” “spider” or other automatic device, program, or methodology, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Site or any of the products, services or content therein;

● Transmitting any material that contains software viruses, Trojan horses, worms, time bombs, or any other computer code or files which may interrupt, destroy or limit the functionality of the Site or any of the products, services or content therein;

● Impersonating anyone or assuming the identity of anyone; ● Transmitting or using any information that infringes any patent, trademark, trade secret,

copyright or other proprietary rights of Agnes & Dora™ or any third-party; ● Attempting to gain access to any portion or feature of the Site or any other systems or

networks connected to the Site, or any of the products and services offered on or through the Site, by hacking, password mining or any other illegitimate or illegal means;

● Attempting to access, collect or store the personal data or records of any other users.

If your access or use of the Site or any of the products, services and content therein violates the provisions of this section or any other section of these Terms of Use or the Agnes & Dora™ Policies and Procedures, in addition to other appropriate corrective and/or disciplinary action as Agnes & Dora™ sees fit, your rights to access and/or use of the Site and any of the products, services or content therein may be automatically terminated by Agnes & Dora™. In such event,


Agnes & Dora™ shall have the right to take such actions as is necessary to prevent your future use/and or access to the Site and any of the products, services or content therein and may cooperate with any local, state, federal, or other law enforcement and/or regulatory agency as Agnes & Dora™ deems appropriate to protect its own interests and/or the interests of other users, Visitors to the site, other Representatives, and/or the public. You acknowledge and agree that Agnes & Dora™ shall not be responsible or liable to you or any other third-party by virtue of a decision to terminate your access to and use of the Site and any of the products, services and content therein, or to cooperate with any local, state, federal, or other law enforcement and/or regulatory agency as Agnes & Dora™ deems appropriate.

You will not use any device, software or routine to interfere with the proper working of the Site. You may not take any action that imposes an unreasonable burden upon the infrastructure used to support the efficient operation of the Site.

Links to Third-Party Websites. Agnes & Dora™ may provide links from the Site to third-party websites as a convenience to you. If you use such links you will leave the Site. Agnes & Dora™ has not reviewed all such third-party sites (if any), does not control them, is not responsible for them and/or their content, does not endorse or make any representations about them or any information or material found therein, or any results that may be obtained from using them. Accessing any third-party websites linked from the Site is done at your own risk.

Links to Your Replicated Website(s). You may choose to link to your Replicated Website from another website (including, but not limited to social media sites). Should you do so, the following restrictions apply to the site to which you link and the link itself:

● Neither the site nor the link may imply, directly or indirectly, that Agnes & Dora™ endorses its products, services, beliefs, mission, or any other aspect of the site or those sponsoring it;

● Neither the site nor the link may use any of the Company’s Trademarks unless used in strict accordance with our Policies and Procedures;

● The site/link shall contain only content and material that is appropriate for all age groups and must not contain anything that could be construed as offensive, distasteful or controversial;

● The site/link shall not disparage the Company or any of its officers, agents, employees, products, or services in any way nor shall it negatively affect the reputation and/or goodwill of the Company;

● Neither the site nor the link may present any false or misleading information about Agnes & Dora™, its products, or its Representative opportunities, neither shall it misrepresent any relationship with Agnes & Dora™;

● The site/link shall not replicate any content in the Site in any manner; and ● The site/link shall not create a browser or border environment around Site material.


Site Account. In using and accessing any portion of the Site, you agree that you will not impersonate any person or entity nor misrepresent yourself or your affiliation with any person or entity. You will not use another person’s username, password, account information, name, likeness, voice, image, or photograph. You are responsible for any activity that occurs under your username and/or login ID. You agree to notify Agnes & Dora™ promptly if you become aware of any security breach involving the Site or any unauthorized use of your account in any way including your username, password, or other account information.

Suspension or Termination of Account. Agnes & Dora™ may suspend or terminate your Site account or your ability to use the Site, or any portion thereof, for failure to comply with these Terms of Use, for breach of your Independent Representative Agreement, our Policies and Procedures, or as the Company deems necessary to protect its intellectual property or business interests. Should your Agnes & Dora™ business be cancelled for any reason, either by you or by the Company, your access to the Site will automatically be terminated.

Indemnification. You agree to indemnify, defend, and hold Agnes & Dora™ and its subsidiaries, owners, officers, directors, employees, and agents harmless from and against any and all third-party claims, demands, actions, costs, liabilities, losses, and damages of any kind (including actual attorneys’ fees) resulting from your use, misuse or abuse of the Site, or your breach of any provision of these Terms of Use. You will fully cooperate as reasonably required in Agnes & Dora™’s defense of any claim. Agnes & Dora™ reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Agnes & Dora™.

No Warranties. ALL CONTENT INCLUDED IN THE SITE OR AVAILABLE THROUGH THE SITE (THE “CONTENT”) IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND. PURSUANT TO APPLICABLE LAW AND TO THE FULLEST EXTENT PERMISSIBLE, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY (INCLUDING AT ANY TIME OR LOCATION), SECURITY, COMPATIBILITY, NON-INFRINGEMENT, RELIABILITY, THAT THE SITE WILL BE ERROR-FREE OR MEET USER REQUIREMENTS, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF YOUR EQUIPMENT. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE WEBSITE


FOR THE RECONSTRUCTION OF ANY OF YOUR LOST DATA. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST THE COMPANY WITH RESPECT TO CONTENT AND ANY CONTENT YOU PROVIDE TO THIRD-PARTY SITES (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION). AGNES & DORA™ MAY IMPROVE, CHANGE, OR REMOVE ANY OF THE PRODUCTS AND SERVICES DESCRIBED IN THE SITE AT ANY TIME AND WITHOUT NOTICE. AGNES & DORA™ ASSUMES NO RESPONSIBILITY, AND DISCLAIMS ALL LIABILITY, FOR ANY ERRORS OR OMISSIONS IN THIS SITE OR IN OTHER DOCUMENTS WHICH ARE REFERRED TO WITHIN OR LINKED TO THIS SITE. IN JURISDICTIONS WHERE THE EXCLUSION OF IMPLIED WARRANTIES IS NOT ALLOWED, THE ABOVE EXCLUSION MAY NOT APPLY.

Limitations of Liabilities. AGNES & DORA™ AND/OR ANY OF ITS REPRESENTATIVES, RESELLERS, CONSULTANTS, SERVICE PROVIDERS, OR SUPPLIERS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THIS SITE OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY OTHER USER OR VISITOR OF THE SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES AND IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SITE. UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS OTHER INDEPENDENT REPRESENTATIVES, SERVICE PROVIDERS, OR SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.

AGNES & DORA™ MAY TERMINATE YOUR ACCESS TO THE SITE OR CHANGE OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON AT ALL.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.


ADDENDUM 2

Addendum to Agnes & Dora™ Policies and Procedures

PRE-ORDER TERMS AND CONDITIONS What is a pre-order? Simply put and generally speaking, from time to time Agnes & Dora™ Independent Representatives (“Representative”) are provided an opportunity to pre-order certain items before those items are in stock and available for purchase. There is no quantity limit on items available for pre-order. Pre-order terms and conditions/agreement: By processing and submitting any pre-order (no matter the quantity of the product(s) in any such pre-order(s)), you agree to each and all of the following: You agree to pay a deposit equal to twenty percent (20%) of the wholesale price of all product(s) pre-ordered and agree that the 20% deposit will be processed and collected by Agnes & Dora™ at the time you submit your pre-order request. "Rep Credits" may not be used to fund any portion of the 20% deposit. However, you may use Rep Credits for any remaining balance(s). If your remaining purchase price (the remaining 80%) is not paid in full within seventy-two (72) hours of being notified, your pre-order item(s) will be released and made available to other Representatives for purchase and your 20% deposit will be forfeited. (All notifications will be sent via email and are considered received upon delivery thereof to your email address on record with Agnes & Dora™). You agree that the 20% deposit is non-refundable and once it has been paid it is and shall become the property of Agnes & Dora™ that may, at the discretion of Agnes & Dora™ be commingled with other Agnes & Dora™ funds. Notwithstanding the foregoing, Agnes & Dora™ will refund you any deposit (or portion thereof) for any pre-order product(s) that Agnes & Dora™ is unable to deliver to you. You understand and agree that pre-ordering does not mean faster production or delivery. Instead, you acknowledge your understanding that pre-ordering is a mechanism designed to allow you to conditionally reserve certain items before those items are in stock and available for purchase by others. As with all other items, you agree that you will not sell/pre-sell (via your Agnes & Dora™ Party Site or otherwise) any pre-ordered item(s) until such pre-ordered item(s) is/are physically in your possession. YOU AGREE TO ALL OF THE FOREGOING EACH AND EVERY TIME YOU SUBMIT A PRE-ORDER REQUEST AND FURTHER ACKNOWLEDGE THAT AS WITH ANY VIOLATION OF ANY OTHER COMPANY POLICY, ANY VIOLATION OF THESE TERMS AND CONDITIONS MAY RESULT IN APPROPRIATE ACTION, WHICH MAY INCLUDE


TERMINATION OF YOUR STATUS AS AN AGNES & DORA™ INDEPENDENT REPRESENTATIVE.

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