Policies and Procedures

Policies and Procedures

SECTION 1 – CODE OF ETHICS

Ncrease, Inc. (hereafter “Ncrease” or the “Company”) has made a commitment to provide the finest direct sales experience backed by impeccable service to its Independent Social Business Owners (ISBO’s) and customers. In turn, the Company expects Ncrease ISBOs to reflect that image in their relationships with customers and fellow ISBOs.

As a Ncrease ISBO you are expected to operate your business according to the highest standards of integrity and fair practice in your role as a Ncrease ISBO. Failure to comply with the Code of Ethics can result in your termination as a Ncrease ISBO. The Code of Ethics, therefore, states:

       As an Independent ISBO:

I will conduct my business in an honest, ethical manner at all times.

I will make no representations about the income benefits of being an ISBO with Ncrease or the benefits of the Ncrease products other than those contained in officially–approved Company literature.

I will provide support and encouragement to my customers and other ISBOs to ensure that their experience with Ncrease is a successful one.

I will motivate and actively work with ISBOs in my downline organization to help them build their Ncrease business. I understand that that this support is critical to each ISBO’s success with Ncrease.

I will refrain from making income claims, exaggerating my personal income or the income potential in general and will stress to ISBO candidates the level of effort and commitment required to succeed in the business.

I will not abuse the goodwill of my association with Ncrease to further or promote other business interests (particularly those which may be competitive to Ncrease) without the prior written consent of Ncrease.

I will not make disparaging remarks about other products, services, ISBOs, or companies; likewise, I will not willfully denigrate the activities or personalities of fellow Ncrease ISBOs.

I will abide by all of the Policies and Procedures of Ncrease as included herein, or as may be amended from time to time.

I will not make any payment(s) or promise to pay any prospective or existing ISBO in return for such ISBO’s enrollment, continued enrollment, or team building or recruiting activities with Ncrease.

SECTION 2 – INTRODUCTION

2.1 – Policies and Compensation Plan Incorporated into ISBO Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of Ncrease, are incorporated into, and form an integral part of, the Ncrease ISBO Agreement. Throughout these Policies and Procedures, when the term “Agreement” is used, it collectively refers to the Ncrease ISBO Application and Agreement Form, these Policies and Procedures and the Ncrease Rewards Plan. These documents are incorporated by reference into the Ncrease ISBO Agreement (all in their current form and as may be amended by Ncrease).

2.2 – Purpose of Policies

Ncrease is a direct sales company that markets products through Independent ISBOs. Independent ISBOs have the ability to receive commissions and bonuses by selling Ncrease products (see Ncrease Rewards Plan). It is important to understand that your success and the success of your fellow ISBOs depends on the integrity of those who market our services. To clearly define the relationship that exists between ISBOs and Ncrease, and to explicitly set a standard for acceptable business conduct, Ncrease has established the Agreement. Ncrease ISBOs are required to comply with all of the provisions set forth in the Agreement, which Ncrease may amend at its sole discretion from time to time, as well as with all federal, state and local laws governing their Ncrease business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this document carefully. It explains and governs the relationship between you, as an independent contractor, and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from the Ncrease corporate office.

2.3 – Changes to the Agreement

Because laws and the business environment periodically change, Ncrease reserves the right to amend the Agreement, the products offered, the compensation plan, and the prices at the Company’s sole and absolute discretion. By signing the ISBO Agreement, an ISBO agrees to abide by all amendments or modifications that Ncrease elects to make. Amendments shall be effective immediately after publication. The Company shall provide or make available to all ISBOs a complete copy of the amended provisions by one or more of the following methods: (a) posting on the Company’s official website; (b) electronic mail (email); (c) inclusion in Company periodicals; (d) inclusion with commissions or bonus checks; or (e) special mailings.

2.4 – Delays

Ncrease shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, government decrees or orders, and acts of God.

2.5 – Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part of the Agreement.

2.6 – Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of Ncrease to exercise any right or power under the Agreement or to insist upon strict compliance by an ISBO with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of Ncrease’s right to demand exact compliance with the Agreement. Waiver by Ncrease can be affected only in writing by an authorized officer of the Company. Ncrease’s waiver of any particular breach by an ISBO shall not affect or impair Ncrease’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other ISBO. Nor shall any delay or omission by Ncrease to exercise any right arising from a breach affect or impair Ncrease’s rights as to that or any subsequent breach. The existence of any claim or cause of action of an ISBO against Ncrease shall not constitute a defense to Ncrease’s enforcement of any term or provision of the Agreement.

SECTION 3 – BECOMING AN ISBO

3.1 – Requirements to Become an ISBO

To become a Ncrease ISBO, each applicant must:

3.1.1 – Pay a monthly $24.99 ISBO Fee;

3.1.2 – Be at least 18 years of age;

3.1.3 – Reside in the 50 United States or other jurisdictions officially opened by the Company;

3.1.4 – Have a valid Social Security or Tax ID number;

3.1.5 – Submit an accepted Ncrease ISBO Application and Agreement; and

3.1.6 – Pay the annual $40.00 renewal fee.

The Company reserves the right to reject any applications for a new ISBO or applications for renewal. No product purchase is required to become a new ISBO.

3.2 – ISBO Benefits

Once the ISBO Application and Agreement have been accepted by Ncrease, the following benefits are available to the new ISBO:

Market and sell Ncrease products;

Participate in the Ncrease Compensation Plan (receive bonuses and commissions, if eligible);

Enroll other individuals as ISBOs into the Ncrease business and thereby, build a marketing organization and progress through Ncrease Compensation Plan;

Receive periodic Ncrease literature and other Ncrease communications;

Participate in Ncrease–sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and

Participate in promotional incentives and programs sponsored by Ncrease for its ISBOs.

SECTION 4 – OPERATING A NCREASE BUSINESS

4.1 – Adherence to the Ncrease Compensation Plan

ISBOs must adhere to the terms of the Ncrease Compensation Plan as set forth in official Ncrease literature.

ISBOs shall not offer the Ncrease opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official Ncrease literature. ISBOs shall not require or encourage other current or prospective customers or ISBOs to participate in Ncrease in any manner that varies from the program as set forth in official Ncrease literature. ISBOs shall not require or encourage other current or prospective customers or ISBOs to execute any agreement or contract other than official Ncrease agreements and contracts in order to become a Ncrease ISBO. Similarly, ISBOs shall not require or encourage other current or prospective customers or ISBOs to make any purchase from, or payment to, any individual or other entity to participate in the Ncrease Compensation Plan other than those purchases or payments identified as recommended or required in official Ncrease literature.

4.2 – Bonus Buying Prohibited

Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes:

(a) the enrollment of individuals without their knowledge and agreement and/or without execution of an ISBO Application;

(b) the fraudulent enrollment of an individual as an ISBO;

(c) the enrollment or attempted enrollment of non–existent individuals as ISBOs;

(d) the use of a credit card by or on behalf of an ISBO or customer when the ISBO or customer is not the account holder of such credit card;

(e) purchasing Ncrease products on behalf of another ISBO, or under another ISBO’s ID number, to qualify for commissions or bonuses.

4.3 – Business Entities

A Partnership, LLC or Corporation may hold an ISBO business upon completion of the ISBO Application form, and providing on that form in the appropriate space, a Federal tax ID number. However, an individual may not participate in or have any beneficial interest in more than one (1) ISBO business of any kind. The person signing the application on behalf of a business entity must have the authority of said entity for entering into the transaction. In addition, by signing for as a business entity, you certify that no person with an interest of debt or equity in the business has had an interest in an ISBO business with Ncrease within six (6) months of the date of signature.

4.4 – Changes to a Ncrease Business

4.4.1 – General

Each ISBO must immediately notify Ncrease of all changes to the information contained in his or her ISBO Application and Agreement. ISBOs may modify their existing ISBO Agreement Form by submitting a written request and appropriate supporting documentation.

4.4.2 – Change of Enroller

To protect the integrity of all marketing organizations and safeguard the hard work of all ISBOs, Ncrease does not allow changes in enroller for active ISBOs. Maintaining the integrity of the enrollership is critical for the success of every ISBO and marketing organization. Accordingly, the transfer of a Ncrease business from one enroller to another is not permitted.

4.4.3 – Cancellation and Re–application

An ISBO may legitimately change organizations by:

  1. a) Voluntarily cancelling his or her Ncrease Agreement and remaining inactive (i.e., no purchases of Ncrease products; no sales of Ncrease products; no enrolling; no attendance at any Ncrease functions, no participation in any other form of ISBO activity, and no operation of any other Ncrease business) for 6 full calendar months.

Following the 6 calendar month period of inactivity, the former ISBO may reapply under a new enroller. However the former ISBO will permanently lose any and all right to their former ISBO Downline organization. “Downline” shall mean the organization of Independent ISBOs that enroll and are placed under any Independent ISBO.

4.5 – Unauthorized Claims and Actions

4.5.1 – Indemnification

A Ncrease ISBO is fully responsible for all of his or her verbal and written statements made regarding Ncrease products, services, and the Compensation Plan that are not expressly contained in official Ncrease materials. ISBOs agree to indemnify Ncrease and Ncrease’s directors, officers, employees and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by Ncrease as a result of the ISBO’s unauthorized representations or actions. This provision shall survive the termination of the ISBO Agreement.

4.5.2 – Income Claims and Marketing

In their enthusiasm to enroll prospective ISBOs, some ISBOs are occasionally tempted to make health claims or income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive because new ISBOs may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved.

Moreover, the Federal Trade Commission and the States have laws or regulations that regulate or even prohibit certain types of income and health claims and testimonials made by persons engaged in network marketing. While ISBOs may believe it is beneficial to provide copies of checks, or to disclose their earnings or others, such approaches have legal consequences that can negatively impact Ncrease as well as the ISBO making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because ISBOs do not have the data necessary to comply with the legal requirements for making income claims, an ISBO may NOT make income projections, income claims or disclose his or her Ncrease income (including, but not limited to, the showing of checks, copies of checks, bank statements or tax records).

When promoting the products and the opportunity Ncrease offers, ISBOs must use only the sales tools and support materials produced by Ncrease. The Company has carefully designed its products, product labels, Rewards Plan and promotional materials to ensure that they are promoted in a fair, truthful manner; that they are substantiated and the material complies with the legal requirements of federal and state laws. Accordingly, ISBOs must not produce their own literature, advertisements, sales tools, promotional materials, Internet Web pages, blogs, and/or social media pages.

4.5.3 – Claims of Illegal Use

When promoting Ncrease products, ISBOs shall not make any verbal or written statement regarding the use—or potential use—of Ncrease products for any illegal purpose. This includes, but is not limited to, statements regarding knowledge of the illegal use of Ncrease products by the ISBO or any third party, the compatibility of Ncrease products with any other product known to be used for illegal purposes, or the potential compatibility of Ncrease products with any other product known or unknown that would facilitate any practice prohibited by law. ISBOs agree to indemnify Ncrease and Ncrease’s directors, officers, employees and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by Ncrease as a result of any such statements made by the ISBO.

4.5.4 — Product Claims. No claims may be made (including those made in personal testimonials) as to therapeutic, curative, or beneficial properties of any products offered by Ncrease. An ISBO may not make any prescriptive, disease, medicinal, or therapeutic claims for any Ncrease product or specifically prescribe Ncrease product(s) as suitable for the treatment of any ailment. No representation or sales offers may be made relating to Ncrease product(s) that is not accurate or truthful as to grade, quality, performance, and availability. Appropriate product information is contained in authorized Ncrease literature and is subject to periodic review and revision by Ncrease. It is the ISBO’s responsibility to obtain and use only current literature and materials. All product representations made by an ISBO must be the same as those found in current Ncrease literature. ISBOs are prohibited from diagnosing any medical condition or prescribing or suggesting any Ncrease product as a form of treatment for any disease or condition. Additionally, testimonials in literature and websites must not contain any reference to cures, healings, miraculous recoveries and/or the suggestion to cease taking any physician prescribed medications; and must state that the material does not represent that all people will have the same experience. All product claims must be accompanied by a disclaimer acceptable to Ncrease, stating the comments displayed were for information purposes only, and have not been evaluated by the Food and Drug Administration and therefore are not intended to diagnose, treat, cure or prevent any disease. Ncrease products are designed to be an important overall part of an individual’s daily healthy lifestyle. Ncrease believes in embracing health, not fighting disease. If an interested person, customer or ISBO is suffering from a medical condition, it is recommended that they speak with a medical professional prior to making any nutritional or dietary changes in their lives. Not only do such claims violate Ncrease policies, but they potentially violate Federal and local laws and regulations, including the Federal Food, Drug and Cosmetic Act and Federal Trade Commission Act.

4.6 – Conduct at Ncrease Corporate Events

4.6.1 – No Selling or Recruiting at Ncrease Events

Selling and recruiting at official Ncrease corporate events is not permitted. These activities take away from the primary focus of the event, and can negatively reflect on the professional image of Ncrease as a company. You may, however, offer a business card.

4.7 – Conflicts of Interest

4.7.1 – Competition Policy

Ncrease ISBOs are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”), with the exception of those products in the same generic category as Ncrease products. ISBOs may not display Ncrease products with any other products or services in a fashion that might in any way confuse or mislead a prospective customer or ISBO into believing there is a relationship between the Ncrease and non–Ncrease products or services.

4.7.2 – Non–solicitation

During the term of this Agreement, ISBOs may not recruit other Ncrease ISBOs or customers for any other network marketing business. Following the cancellation of this Agreement for any reason, and for a period of one year thereafter, a former ISBO may not recruit any Ncrease ISBO or customer for another network marketing business. The ISBOs and Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States, and business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of this non–solicitation provision would render it wholly ineffective. Therefore, the ISBOs and Company agree that this non–solicitation provision shall apply to all markets in which Ncrease conducts business, unless such company is doing business.

The term “recruit” means actual or attempted solicitation, enrollment, encouragement or effort to influence in any other way, either directly or through a third party, another Ncrease ISBO or customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.

4.7.3– Downline Activity (Genealogy) Reports

Downline Activity Reports made available for ISBO access and viewing through Ncrease’s official website are considered confidential. ISBO access to their Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to Ncrease. Downline Activity Reports are provided to ISBOs in the strictest of confidence and are made available to ISBOs for the sole purpose of assisting ISBOs in working with their respective Downline Organizations in the development of their Ncrease business. ISBOs should use their Downline Activity Reports to assist, motivate and train their Downline ISBOs. The ISBO and Ncrease agree that, but for this agreement of confidentiality and nondisclosure, Ncrease would not provide Downline Activity Reports to the ISBO. An ISBO shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;

Directly or indirectly disclose the password or other access code to his or her Downline Activity Report;

Use the information to compete with Ncrease or for any purpose other than promoting his or her Ncrease business;

Recruit or solicit any ISBO or Customer of Ncrease listed on any report or in any manner attempt to influence or induce any ISBO or customer of Ncrease to alter their business relationship with Ncrease;

Use or disclose to any person, partnership, association, corporation or other entity any information contained in any Downline Activity Report.

Upon demand by the Company, any current or former ISBO will return the original and all copies of Downline Activity Reports to the Company.

4.8 – Cross–Enrolling

Actual or attempted cross–enrolling is strictly prohibited. “Cross–enrolling” is defined as the enrollment of an individual or entity that is already a current Customer or ISBO of Ncrease, or who has had such an agreement within the preceding 6 calendar months, within a different line of enrollership. The use of a spouse or relative’s name, a straw man, trade names, assumed names or fictitious ID numbers to circumvent this policy is prohibited. ISBOs shall not demean, discredit or defame other Ncrease ISBOs in an attempt to entice another ISBO to become part of the first ISBO’s marketing organization. If a prohibited organization transfer occurs, Ncrease shall take disciplinary action against the ISBO(s) who engaged, acquiesced and/or knowingly participated in the improper cross–enrolling. However, it shall be entirely within Ncrease’s discretion where in the genealogical structure, the cross–enrolled organization in question shall be placed or otherwise distributed.

Because equities often exist in favor of both Upline organizations, ISBOS WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY FOR ITS DECISION REGARDING THE FINAL DISPOSITION OR PLACEMENT OF THE CROSSENROLLED ORGANIZATION. “Upline” shall mean the organization of Independent ISBOs enrolled and placed above any Independent ISBO.

4.9 – Errors or Questions

If an ISBO has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the ISBO must notify the Ncrease ISBO Support Department at support@Ncrease.com, in writing, within 15 days of the date of the purported error or incident in question. Ncrease will not be responsible for any errors, omissions or problems not reported to the Company within 15 days.

4.10 – Sales Aids Optional

ISBOs are not required to purchase or carry sales aids. ISBOs who do so must make his or her own decision with regard to these matters. Absolutely no use of the Ncrease name may be used on marketing materials, including any social media such as Facebook or InstaGram. To ensure that ISBOs are not encumbered with Company Sales Aids, such Sales Aids may be returned to Ncrease upon the ISBO’s cancellation pursuant to the terms of Section 8.2.

4.11 – Governmental Approval or Endorsement

No federal or state regulatory agencies or officials approve or endorse any direct selling program. Therefore, ISBOs shall not represent or imply that Ncrease or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.

4.12 – Manipulating Applications or Enrollments

ISBOs must not manipulate enrollments of new ISBOs or customer orders.

4.13 – Identification

All ISBOs are required to provide their Social Security Number or Federal Tax Identification Number to Ncrease on the ISBO Application and Agreement.

Upon enrollment, the Company will provide a unique ISBO Identification Number to the ISBO by which he or she will be identified. This number will be used to place orders and track commissions and bonuses.

4.14 – Income Taxes

Each ISBO is responsible for paying local, state and federal taxes on any income generated as an ISBO. Every year, Ncrease will provide IRS Form 1099 (non–employee compensation) earnings statement to each U.S. resident who (a) had earnings of over $600 in the previous calendar year or (b) made purchases during the previous calendar year in excess of $5,000 wholesale.

4.15 – Independent Contractor Status

ISBOs are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between Ncrease and its ISBOs does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the ISBO. ISBOs shall not be treated as an employee for his or her services or for federal or state tax purposes. All ISBOs are responsible for paying local, state and federal taxes due from all compensation earned as an ISBO of the Company. The ISBO has no authority (expressed or implied) to bind the Company to any obligation. Each ISBO shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the ISBO Agreement Form, and these Policies and Procedures, and applicable laws.

The name of Ncrease and other names as may be adopted by Ncrease are proprietary trade names, trademarks and service marks of Ncrease. As such, these marks are of great value to Ncrease and are supplied to ISBOs for their use only in an expressly authorized manner. Use of the Ncrease name on any item not produced by the Company is prohibited except as follows:

ISBO’s Name

Ncrease ISBO

ISBOs may not answer the telephone by saying “Ncrease” or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of the Company.

Advertising is not limited to print media; it also includes internet advertising and other forms of advertising. It is prohibited for an ISBO to use an internet or email address that utilizes the trade name Ncrease, or includes Ncrease in a portion of the address. It is also prohibited for an ISBO to use any website materials on a website that references or relates to Ncrease that is not authorized in writing by Ncrease. It is also prohibited for an ISBO to place links to unauthorized websites or webpages onto a website or webpage that has been authorized by Ncrease.

4.16 – Insurance

4.16.1 – Business Pursuits Coverage

You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy may not cover business related injuries or the theft of or damage to your business. Contact your insurance agent to make sure that your business property is protected.

4.17 – International Marketing

Because of critical legal and tax considerations, Ncrease must limit the marketing and enrollment of Ncrease services and the presentation of the Ncrease business to prospective customers and ISBOs located within the 50 United States of America and any other jurisdiction officially opened by Ncrease. ISBOs are only authorized to do business in the countries in which Ncrease has announced are open for business in official Company literature.

4.18 – Laws and Ordinances

ISBOs shall comply with all federal, state and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home–based businesses. In most cases these ordinances are not applicable to ISBOs because of the nature of their business. However, ISBOs must obey those laws that do apply to them. If a city or county official tells an ISBO that an ordinance applies to him or her, the ISBO shall comply with the law.

4.19 – Minors

ISBOs shall not enroll or recruit individuals under the age of 18 into the Ncrease program.

4.20 – Actions of Household Members or Affiliated Individuals.

If any member of an ISBO’s household, family, or other affiliated individual engages in any activity that, if performed by the ISBO, would violate any provision of the Agreement, such activity will be deemed a violation by the ISBO and Ncrease may take disciplinary action pursuant to the Statement of Policies against the ISBO.

4.21 – One Ncrease Business Per ISBO and Household Restrictions

An ISBO may operate or have an ownership interest in only one Ncrease business. No individual may have, operate or receive compensation from more than one Ncrease business. Individuals of the same family unit may enter into or have an interest in more than one Ncrease Business provided a family member acts as the direct enroller of the other. A “family unit” is defined as spouses, domestic partners and dependent children living at or doing business at the same address.

An exception to the one–business–per–ISBO rule will be considered on a case–by–case basis if two existing ISBOs marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.

4.22 – Reserved.

4.23 – Requests for Records

Any request from an ISBO for copies of invoices, agreements, Downline activity reports or other records/reports will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.

4.24 – Sale, Transfer or Assignment of Ncrease Business

4.24.1 – Although an Ncrease business is a privately owned, independently operated business, the sale, transfer or assignment of an Ncrease business, and the sale, transfer or assignment of an interest in a Business Entity that owns or operates a Ncrease ISBO business, is subject to certain limitations. If an ISBO wishes to sell his or her Ncrease business, or interest in a Business Entity that owns or operates a Ncrease business, the following criteria must be met:

The selling ISBO must offer Ncrease the right of first refusal to purchase the business on the same terms as agreed upon with a third–party buyer. Ncrease shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal.

The buyer or transferee must become a qualified ISBO. If the buyer is an active Ncrease ISBO, he or she must first terminate his or her Ncrease business and however the six (6) calendar month waiting period may be waived before acquiring any interest in the new Ncrease business;

Before the sale, transfer or assignment can be finalized and approved by Ncrease, any debt obligations the selling party has with Ncrease must be satisfied.

The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a Ncrease ISBO business.

Prior to selling a Business Entity interest, the selling party must notify Ncrease’s Compliance Department in writing and advise of his or her intent to sell Ncrease’s business or Business Entity interest. The selling party must also receive written approval from the Compliance Department before proceeding with the sale.

4.25 – Separation of a Ncrease ISBO Business

In the event of a dissolution of marriage of a Ncrease ISBO, and a spouse, arrangements must be made to assure that any division of the business assets is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of enrollership. If the separating parties fail to provide for the best interests of other ISBOs and the Company, Ncrease may be forced to involuntarily terminate the ISBO Agreement.

4.25.1 – During the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution.

Under no circumstances will the Downline Organization of divorcing spouses be divided. Similarly, under no circumstances will Ncrease split commission and bonus checks between divorcing spouses. Ncrease will recognize only one Downline Organization and will issue only one commission check per Ncrease business per commission cycle. Commission checks shall always be issued to the individual whose name appears on the ISBO Agreement.

4.26 – Enrolling

All active ISBOs in good standing have the right to enroll others into Ncrease. Each prospective ISBO has the ultimate right to choose his or her own enroller. If two ISBOs claim to be the enroller of the same new ISBO, the Company shall regard the first application received by the Company as controlling.

4.27 – Stacking

“Stacking” is strictly prohibited. The term “stacking” includes: (a) violating the one–business–per–household rule and/or (b) enrolling fictitious individuals or entities into the Ncrease Compensation Plan, in an attempt to manipulate the Compensation Plan.

4.28 – Telemarketing

The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices.

Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation).

Therefore, ISBOs must not engage in telemarketing relative to the operation of their Ncrease businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Ncrease product or service, or to recruit them for the Ncrease opportunity. “Cold calls” made to prospective customers or ISBOs that promote either Ncrease’s products or services or the Ncrease opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective customer or ISBO (a “prospect”) is permissible under the following situations:

If the ISBO has an established business relationship with the prospect. An “established business relationship” is a relationship between an ISBO and a prospect based on the prospect’s purchase, rental or lease of goods or services from the ISBO, or a financial transaction between the prospect and the ISBO, within the 18 months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.

The prospect’s personal inquiry or application regarding a product or service offered by the ISBO within the 3 months immediately preceding the date of such a call.

If the ISBO receives written and signed permission from the prospect authorizing the ISBO to call. The authorization must specify the telephone number(s) that the ISBO is authorized to call.

You may call family members, personal friends and acquaintances. An “acquaintance” is someone with whom you have at least a recent first–hand relationship (i.e., you have recently personally met him or her). Bear in mind, however, that if you make a habit of “card collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling “acquaintances,” you must make such calls on an occasional basis only and not make this a routine practice.

In addition, ISBOs shall not use automatic telephone dialing systems relative to the operation of their Ncrease businesses. The term “automatic telephone dialing system” means equipment which has the capacity to (a) store or produce telephone numbers to be called using a random or sequential number generator and (b) to dial such numbers.

SECTION 5 – RESPONSIBILITIES OF ISBOS

5.1 – Change of Address or Telephone

To ensure timely delivery of products, support materials and commission checks, it is critically important that Ncrease’s files are current. ISBOs planning to move should email Ncrease corporate office, at support@Ncrease.com, their new address and telephone numbers. In the alternative, ISBOs may update their personal information through their Ncrease ISBO backoffice. To guarantee proper delivery, two–weeks advance notice to Ncrease is recommended on all changes.

5.2 – Continuing Development Obligations

5.2.1 – Ongoing Training

Any ISBO who enrolls another ISBO into Ncrease must perform a bona fide assistance and training function to ensure that his or her Downline is properly operating his or her Ncrease business. ISBOs must have ongoing contact and communication with the ISBOs in their Downline Organizations. Examples of such contact and communication

may include, but are not limited to, newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail and the accompaniment of Downline ISBOs to Ncrease meetings, training sessions, and other functions. Upline ISBOs are also responsible to motivate and train new ISBOs in Ncrease product knowledge, effective sales techniques, the Ncrease Compensation Plan and compliance with Company Policies and Procedures. Communication with and the training of Downline ISBOs must not, however, violate Section 4.5.2 (regarding the development of ISBO–produced sales aids and promotional materials). ISBOs cannot charge for training.

Upon request, every ISBO should be able to provide documented evidence to Ncrease of his or her ongoing fulfillment of the responsibilities of an enroller.

5.2.2 – Increased Training Responsibilities

As ISBOs progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge and understanding of the Ncrease program. They will be called upon to share this knowledge with lesser–experienced ISBOs within their organization.

5.2.3 – Ongoing Sales Responsibilities

Regardless of their level of achievement, ISBOs have an ongoing obligation to continue to personally promote sales through the generation of new customers or ISBOs and through servicing their existing customers or ISBOs.

5.3 – Non–disparagement

Ncrease wants to provide its ISBOs with the best products, compensation plan and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Ncrease corporate offices. While Ncrease welcomes constructive input, negative comments and remarks made in the field by ISBOs about the Company, its products or Compensation Plan serve no purpose other than to sour the enthusiasm of other Ncrease ISBOs. For this reason, and to set the proper example for their Downline, ISBOs must not disparage, demean or make negative remarks about Ncrease, other Ncrease ISBOs, Ncrease’s services, the Compensation Plan or Ncrease’s directors, officers or employees.

5.4 – Providing Documentation to Applicants

ISBOs must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are enrolling to become ISBOs before the applicant signs an ISBO Agreement. Additional copies of Policies and Procedures can be found on in your business center under the forms section.

5.5 – Reporting Policy Violations

ISBOs observing a policy violation by another ISBO should submit a written report of the violation directly to the attention of the Ncrease Compliance Department. Details of the incident(s), such as dates, number of occurrences, persons involved and any supporting documentation, should be included in the report.

SECTION 6 – SALES REQUIREMENTS

6.1 – Product Sales

The Ncrease Compensation Plan is based upon the sale of Ncrease products to end user consumers. ISBOs must fulfill personal and Downline organization sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement.

6.2 –Sales of Ncrease products through Amazon or on–line classifieds or auction sites, such as Ebay or craigslist, are prohibited, without the expressed written consent of Ncrease.

6.3 – Territory Restrictions

There are no exclusive territories granted to anyone. No franchise fees are required.

SECTION 7 – BONUSES AND COMMISSIONS

7.1 – Bonus and Commission Qualifications

An ISBO must be active and in compliance with the Agreement and these policies to qualify for bonuses and commissions. So long as an ISBO complies with the terms of the Agreement and these policies, Ncrease shall pay commissions to such ISBO in accordance with the Rewards Plan. The minimum amount for which Ncrease will issue a commission payment is $40.00. If an ISBO’s bonuses and commissions do not equal or exceed $40.00, the Company will accrue the commissions and bonuses until they total $40.00. Commissions will be issued once $40.00 has been accrued via e-wallet, paycard or direct deposit.

7.2 – Commission Payments and Promotions

7.2.1 – Payments, Calculations, and Bonuses

Commissions will be paid in accordance with the Rewards Plan. Commissions will be calculated according to the level for which an ISBO actually satisfied all of the requirements according to the Compensation Plan rather than the highest rank or title achieved. Commission reports will be provided to ISBOs on–line, via web access.

7.2.2 – Promotions

Promotions are determined based on business organization and sales activity for each applicable period.

7.3 – Adjustment to Bonuses and Commissions

7.3.1 – Adjustments for Returned Products or chargebacks

ISBOs receive bonuses and commissions based on the actual enrollment for services to merchants. When a service is cancelled and refund is authorized by the Company, the bonuses and commissions attributable to the refunded service(s) will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered from the ISBOs who received bonuses and commissions on the sales of the refunded service(s).

7.4 – Unclaimed Commissions and Credits

7.4.1 – ISBOs must deposit or cash commission and bonus checks within six months from their date of issuance. A check that remains uncashed after six months will be void. There shall be a $25.00 charge for reissuing a check. These charges shall be deducted from the balance owed to the ISBO.

7.5 – Reports

All information provided by Ncrease in online or telephonic Downline Activity Reports, including but not limited to personal and group sales volume (or any part thereof), and Downline enrollment activity is believed to be accurate and reliable. Nevertheless, due to various factors, including the inherent possibility of human and mechanical error; the accuracy, completeness and timeliness of orders; denial of credit card and electronic check payments; returned products; and credit card and electronic check charge–backs, the information is not guaranteed by Ncrease or any persons creating or transmitting the information. All personal and group sales volume information is provided “as is” without warranties, expressed or implied, or representations of any kind whatsoever. In particular, but without limitation, there shall be no warranties of merchantability, fitness for a particular use or non–infringement.

To the fullest extent permissible under applicable law, Ncrease and/or other persons creating or transmitting the information will in no event be liable to any ISBO or anyone else for any direct, indirect, consequential, incidental, special or punitive damages that arise out of the use of or access to personal and group sales volume information (including but not limited to lost profits, bonuses, or commissions, loss of opportunity and damages that may result from inaccuracy, incompleteness, inconvenience, delay or loss of the use of the information), even if Ncrease or other persons creating or transmitting the information shall have been advised of the possibility of such damages. To the fullest extent permitted by law, Ncrease or other persons creating or transmitting the information shall have no responsibility or liability to you or anyone else under any tort, contract, negligence, strict liability, products liability or other theory with respect to any subject matter of this agreement or terms and conditions related thereto.

Access to and use of Ncrease’s online reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is.” If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to Ncrease’s online reporting services and your reliance upon the information.

7.6 – Sales Contests and Promotions

From time to time, Ncrease may run sales contests and promotions. All such contests and promotions are subject to change at the sole discretion of Ncrease and awards and prizes may be adjusted up or down depending on sales volume during the promotional period.

SECTION 8 – RETURNS AND SALES AIDS REPURCHASE

8.1 – Retail Sales and Customer Returns

Retail sales to the customer are the foundation of the Ncrease business. The entire commission structure is based upon volume of retail sales referred by the individual ISBO as well as their entire organization.

Ncrease offers all customers who purchase products a bottom of the jar, bottom of the bottle full money back guarantee. Monthly ISBO and Global Telehealth subscription payments are not refundable due to the fact that they are used each month.

If an ISBO wishes to return any Ncrease Skincare or Health and Welnness resalable product it must be returned within 90 days of purchase. The ISBO will be issued a refund of 100% excluding shipping charges and a 15% restocking fee. No refund will be given if the resalable product is not returned within 90 days of the purchase date. Ncrease reserves the right to remove volume from returned orders to recoup and balance commissions already paid on the returned order(s).

Chargebacks. If an ISBO charges back any amount, their account will be suspended and they will be required to refund the money charged back as well as pay a $50.00 USD reinstatement fee.

NOTE: If an ISBO returns more than $300.00 in products in any twelve (12) consecutive month period, it shall constitute the ISBO’s request to cancel his or her ISBO Agreement. The Company shall deduct from the ISBO’s subsequent commission checks and/or from the refund paid to the ISBO any commissions, bonuses, rebates, or other incentives received by the ISBO that were associated with the returned merchandise.

8.2 Sales Aids Repurchase

ISBOs may cancel the Agreement within three (3) days of execution and receive a full refund of all ISBO fees and any voluntary sales aids purchases.

After the three (3) day rescission period, an ISBO may still cancel the Agreement and the ISBO may return any sales aids for a refund. ISBOs may only return sales aids that he or she personally purchased from Ncrease (purchases from other ISBOs or third parties are not subject to refund). Any returned sales aids must be in unused, resalable condition. Sales aids are only available for a refund if the item(s) were purchased by the ISBO within the year prior to the date of cancellation. Upon Company’s receipt of resalable sales aids and/or inventory, the ISBO will be reimbursed 90 percent (90%) of the net cost of the original purchase price(s). Shipping charges are not refundable. If the purchases were made through a credit card, the refund will be credited back to the same account.

8.2.1      Montana Residents

A Montana resident may cancel his or her ISBO Agreement within fifteen (15) days from the date of enrollment, and may return his or her inventory and/or sales aids for a full refund within such time period.

All product returns or sales aids to be returned for refund under these provisions must be approved in advance of shipment to Ncrease by emailing the ISBO Service Department at support@Ncrease.com.

SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 – Disciplinary Sanctions

Violation of the Agreement, these Policies and Procedures or any illegal, fraudulent, deceptive or unethical business conduct by an ISBO may result, at Ncrease’s discretion, in one or more of the following corrective measures:

Issuance of a written warning or admonition;

Requiring the ISBO to take immediate corrective measures;

Imposition of a fine, which may be withheld from bonus and commission checks;

Loss of rights to one or more bonus and commission checks;

The withholding from an ISBO of all or part of the ISBO’s bonuses and commissions during the period that Ncrease is investigating any conduct allegedly in violation of the Agreement. If an ISBO’s business is canceled for disciplinary reasons, the ISBO will not be entitled to recover any commissions withheld during the investigation period;

Suspension of the individual’s ISBO Agreement for one or more pay periods;

Involuntary termination of the offender’s ISBO Agreement;

Any other measure expressly allowed within any provision of the Agreement or that Ncrease deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the ISBO’s policy violation or contractual breach; or

In situations deemed appropriate by Ncrease, the Company may institute legal proceedings for monetary and/or equitable relief.

9.2 – Grievances and Complaints

When an ISBO has a grievance or complaint with another ISBO regarding any practice or conduct in relationship to their respective Ncrease businesses, the complaining ISBO should first report the problem to his or her enroller, who should review the matter and try to resolve it with the other party’s Upline enroller. If the matter cannot be resolved, it must be reported in writing to the Company. The Company will review the facts and determine if a policy violation has occurred and take appropriate action.

9.3 – Arbitration

Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association or other recognized arbitration service, under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. ISBOs waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in the County of Collin County, Texas, unless the laws of the state in which an ISBO resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions, with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Panel provides. The prevailing party shall be entitled to receive from the losing party, OR each party to the arbitration shall be responsible for its own, costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Nothing in these Policies and Procedures shall prevent Ncrease from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect Ncrease’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

9.4 – Governing Law, Jurisdiction and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside in Dallas County, State of Texas. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Texas shall govern all other matters relating to or arising from the Agreement.

9.4.1 – Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.

SECTION 10 – INACTIVITY AND CANCELLATION

10.1 – Effect of Cancellation

So long as an ISBO remains active and complies with the terms of the ISBO Agreement and these Policies and Procedures, Ncrease shall pay commissions to such ISBO in accordance with the Rewards Plan. An ISBO’s bonuses and commissions constitute the entire consideration for the ISBO’s efforts in generating sales and all activities related to generating sales (including building a Downline Organization). Following an ISBO’s termination for inactivity, or voluntary or involuntary termination of his or her ISBO Agreement (all of these methods are collectively referred to as “termination”), the former ISBO shall have no right, title, claim or interest to the marketing organization that he or she operated, or any commission or bonus from the sales generated by the organization. An ISBO whose business is terminated will lose all rights as an ISBO. This includes the right to sell Ncrease products and services and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of the ISBO’s former Downline sales organization. In the event of termination, ISBOs agree to waive all rights they may have, including but not limited to property rights, to their former Downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Downline organization.

Following an ISBO’s termination of his or her ISBO Agreement, the former ISBO shall not hold himself or herself out as a Ncrease ISBO. An ISBO whose ISBO Agreement is terminated shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary termination).

10.2 – Involuntary Termination

An ISBO’s violation of any of the terms of the Agreement, including any amendments that may be made by Ncrease in its sole discretion, may result in any of the sanctions listed above, including the involuntary termination of his or her ISBO Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the ISBO’s last known address (or fax number), or to his or her attorney, or when the ISBO receives actual notice of termination, whichever occurs first.

10.3 – Voluntary Termination

An ISBO has a right to cancel, at any time, regardless of reason. Termination must be submitted in writing to the Company at its principal business address. The written notice must include the ISBO’s signature, printed name, address and ISBO ID number. ISBOs who have resigned may re–apply to become an ISBO with Ncrease after 6 months. An ISBO’s position is subject to termination due to inactivity (i.e., merchant enrollments, no commissions, no enrolling; and no attendance at any Ncrease functions, participation in any other form of ISBO activity, or operation of any other Ncrease business) after being inactive for 6 full calendar months.

10.4 – Non–Renewal

An ISBO may also voluntarily cancel his or her ISBO Agreement by failing to maintain the Agreement annually. The Company may also elect not to renew an ISBO’s Agreement.

10.5– Complete Agreement

These Policies and Procedures, any and all modifications made by the Company, along with the Terms and Conditions and the Rewards Plan make up the entire agreement between ISBO and Company.

11/01/2020