Policies &
Procedures

1.1 Policies Incorporated into the Agreement

These Policies, and the Compensation Plan constitute the complete agreement (the "Agreement" or "Partner Agreement") between a Partner and Xyngular (the Company). It is the responsibility of each Independent Partner (Partner) to read, understand, adhere to, and ensure that they are aware of and are operating under the most current version of these Policies and Procedures. In the event that there is a conflict between these Policies and any other Xyngular agreement, the provisions in these Policies will be controlling.

1.2 Purpose

The purpose of the Partner Agreement is:

• To define the relationship between the Company and the Independent Partner;
• To set standards of acceptable business behavior; and
• To assist in building and protecting their business.

In order to protect the rights of the Company and of the Partners who comply with provisions of the Agreement, failure to comply with the provisions of any of these documents may result in the loss of a Partner's right to receive commissions, other remedies as outlined in the Agreement, up to and including the termination of a Partner's Agreement.

1.3 Amendments / Acceptance

The Company reserves the right to modify or amend the terms and conditions of the Agreement, Policies and Procedures, and Compensation Plan. Changes will become effective thirty (30) days after first published by the Company through official Company publications, email, social media, or through publication on the Company website. The Company maintains the right to change product prices, including shipping fees, without prior notice.

Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. You agree to abide by all amendments or modifications. If a Partner is not willing to accept, they may voluntarily terminate their Agreement with the Company in accordance with Section 3.28, no later than the effective date of an amendment or modification. The continuation of a Partner's Xyngular business, the acceptance of any benefits under the Agreement, or a Partner's acceptance of commissions constitutes acceptance of all amendments.

1.4 Delays

The Company is not responsible for delays and failures in performing its obligations due to circumstances beyond its reasonable control. This includes, without limitation, acts of God, strikes, labor difficulties, riots, wars, fire, flood, death, pandemics, curtailment or interruption of a source of supply, suspension in logistics and shipping services, government decree or orders, etc.

1.5 Policies and Provisions Severable

If any provision, or part of a provision, of the Partner Agreement as it currently exists or as may be amended is found to be invalid, illegal, or unenforceable for any reason, only the invalid provision, or part of a provision, will be severed from the Partner Agreement. The remaining terms and provisions shall remain in full force and effect.

1.6 Titles or Headings

The titles and headings to these Policies and Procedures are for reference only and do not constitute and will not be construed as substantive terms of the Agreement.

1.7 Waiver

The Company never forfeits its right to require compliance with the Partner Agreement or with applicable laws and regulations governing business conduct. Failure to enforce any provision of the Agreement against you or any other Partner or Customer does not waive the Company's right to enforce that or other provisions. Only in rare circumstances will a policy be waived, and an authorized agent of the Company will convey such waivers in writing. The waiver will apply only to that specific case.

1.8 No Reliance

A Partner should seek advice from their professional advisor(s) for matters of legal, financial, or other professional advice. If any such advice is given by any employee of the Company the Partner agrees that they will not rely on it as it is the Partner's responsibility being an independent contractor to research and comply with any government relations.

1.9 Georgia Residents

Georgia state law requires that a multilevel distribution company make available certain disclosures regarding the Company prior to obtaining participants. Attached as an Exhibit to these Policies and Procedures is your official notice that you have the right to request to see these disclosures prior to entering any agreement with a multilevel distribution company.

1.10 Integrated Contract

The Contract is the final expression of the understanding and agreement between the Company and a Partner concerning all matters touched upon in the Contract, and supersedes all prior and contemporaneous agreements of understanding (both oral and written) between the Parties. The Contract may not be altered or amended except as provided in these Policies.

2.1 Requirements to Become a Xyngular Partner

• Applicant must be of legal age in their country of residence (usually 18 years old);
• Read and agree to the U.S. Policies and Procedures, Compensation Plan, and the Xyngular Privacy Policy;
• Have a valid U.S. Taxpayer Identification Number (individuals) or Employer Identification Number (businesses and corporations);
• Upon request by the Company, provide proof of residency and proof of the Partner's ability to legally conduct business;
• The Company reserves the right to accept or reject any application to become a Partner for any reason at its sole discretion.

2.2 Xyngular Partner Fee

Except for the payment of the Partner Fee, no person or entity is required to pay any other charge or fee or purchase any product or sales aids in order to become an Independent Partner.

2.3 Benefits of a Partner

Upon acceptance of a Partner, the Company will assign a unique Partner Number to that Partner. The Company authorizes the Partner to purchase and sell products and services, recruit other Partners, Customers and Retail Customers, and receive commissions in accordance with the requirements of the Compensation Plan.

2.4 Renewal of Partnership

The term of the Agreement is one year from the date of its acceptance by the Company. The Company charges an annual partnership renewal fee plus any applicable taxes. Independent Partners must renew the Agreement each year and pay the applicable renewal fee on or before the anniversary date. The renewal fee will automatically be charged to the first subscription order in the month of which the anniversary falls, or charged with the first paid order of that month if there is not a subscription. If the renewal fee is not paid within thirty (30) days after the expiration of the current term, the Agreement will be subject to cancellation.

2.5 Audio / Visual Release

The Company may take photos, recordings (audio or video), or statements (written or verbal) of a Partner, family member of a Partner, or guest at a Company sponsored event. The Partner agrees to and hereby grants the Company the absolute and unalterable right and permission to use, re-use, publish, republish, broadcast, or rebroadcast any such photo, audio, video, or endorsement for marketing, advertising, promotion, and/or publicity. A Partner will not be compensated for the use of their likeness in any media presentation by the Company.

3.1 DSA Code of Ethics

The Company is a member of the Direct Selling Association (DSA) in the United States and abides by the DSA Code of Ethics. Along with the ethical guidelines of this section, you must comply with the DSA Code of Ethics in your business operations. The DSA Code of Ethics can be found at www.dsa.org.

3.2 General Business Ethics

A Partner agrees that they will operate their Independent Partnership professionally, ethically, and in a considerate manner. This means, among other things, the Partner will do the following:

• Operate their Independent Partnership honorably and honestly;
• Abide by all rules, regulations, laws, and ordinances applicable to the operation of your business organization;
• Indicate to prospective Customers and Partners who you are, why you have contacted them, and what products you are selling;
• Present this as an entrepreneurial opportunity and not as a job or employment opportunity;
• Not make false, misleading or atypical claims about potential earnings or health benefits of using the Company's products;
• Not encourage or recommend that Partners or prospective Partners incur debt in order to participate in the business;
• Explain how to return products, cancel an order, and how to cancel or change a subscription.

3.3 Non-Disparagement

Each Partner agrees that they will not make any misleading, unfair, inaccurate, or disparaging comparisons, claims, representations, or statements about the Company, the Company's owners or employees, its Products or commercial activities, other persons associated with the Company or the industry, other companies (including competitors), or other companies' products, services, or commercial activities.

3.4 Harassment

Partners must operate their Independent Partnerships in a manner that is free of threats, intimidation, harassment and abuse. Harassment of any kind will not be tolerated, including, but not limited to, harassment based on religion, race, gender, gender identity, sexual orientation, or physical or mental disability.

3.5 No Contact of Vendors or Product Advisory Council

Partners shall not contact, either directly or indirectly, the Company's suppliers, vendors, research partners, product advisory council board members, or any other advisors or consultants of the Company without the prior written consent of the Company.

3.6 Anti-Corruption

Partners must comply with all anti-corruption laws, including the Foreign Corrupt Practices Act ("FCPA"), in the countries in which the Company does business. The FCPA requires that you never directly or indirectly make a payment or gift with the purpose of influencing the acts or decisions of foreign officials. Because the rules and exceptions relating to anti-corruption are complex, you should consult with your own legal counsel regarding questions relating to compliance.

3.7 Independent Contractor Status

As an independent contractor, a Partner chooses the times and hours that the Partner will dedicate to selling products and services and/or recruiting other Partners, Customers and Retail Customers. Moreover, the Partner chooses the place and methods the Partner uses to sell the products and services and/or to recruit other Partners, Customers and Retail Customers. Xyngular does not determine the times, hours, or places that the Partner chooses to operate its independent contractor operations. Moreover, Xyngular does not determine or control the Partners day to day operations, so long as the Partner abides by the terms of these Policies and Procedures. The Partner understands and agrees that the selling of products and services and/or the recruitment of other Partners, Customers and Retail Customers is done using the instrumentalities, tools, and workplace selected by and provided by the Partners and that Partner is engaged in the direct selling of goods and services to Partners, Customers and Retail Customers, and is paid as independent contractor as outlined in these Policies and Procedures for sales of goods and services regardless of how many hours the Partner dedicates to the selling of those goods and services.

All Partners are responsible for paying local, state, and federal taxes due from all compensation earned as an Independent Partner. Partners have no authority (expressed or implied), to bind the Company to any obligation.

3.8 Taxes

Each Partner is responsible for complying with the tax laws in the jurisdiction where they reside. Partners that meet a certain Bonus and/or purchase threshold will receive an IRS Form 1099 reflecting relevant tax information related to their Partner account. The Company will not give personal tax advice.

3.8.1 Income Taxes

Partners in the United States are responsible for paying all local, state, and federal income taxes on any earnings generated through your business organization. Partners are required to provide the Company with a valid Tax Identification Number (TIN).

3.8.2 Sales Tax

The Company will collect and remit applicable sales taxes on your behalf based on the sales price of the product and according to the applicable rates of the jurisdiction of the "ship to" address on any given order.

3.8.3 Sales Tax Exemption

If a Partner has filed for tax-exempt status with their local government, please contact the company for assistance. If approved for sales tax exemption, you will be solely responsible for collecting and remitting sales tax to the appropriate jurisdictional authorities.

3.9 Insurance

3.9.1 Business Pursuits Coverage

Partners must purchase insurance covering their commercial business, any civil liability, and the use of a motor vehicle. If a Partner is using their vehicle for business reasons, they should report this use to their insurance company.

3.9.2 Product Civil Liability Coverage

The Company maintains insurance to protect the Company and Partners against product liability claims. The Company's insurance policy contains a "Vendors Endorsement," which extends coverage to Independent Partners so long as they are marketing Xyngular products in accordance with applicable laws and the Partner Agreement.

3.10 Ordering

Partners may place orders directly from the Company by telephone, website, e-mail, live chat, or through the Subscription program. Partners are prohibited from submitting orders in the name of another Partner without the other Partner's specific written approval. Orders must be received by the Company by the last day of a Commission Period to be included in that period's Commission computations.

3.11 Payment

Payments may be made by credit card, company credit, or debit card. In the event that the charge is declined, the order will not be accepted.

3.12 Subscription Program

Partners may participate in the Xyngular Subscription Program. Subscription is an optional convenience program and Partners are not required to participate. The Enrollee will continue to receive product each month until such time that the Enrollee either cancels or amends his or her Subscription account. The Company will automatically charge their credit card on the date they have chosen.

The Company must receive Subscription orders by the 25th of each month to be included in that month's commission computations. Cancellations or changes must be made prior to the Subscription generation date — at least one (1) business day before if changing online, or at least two (2) business days prior if contacting the Company.

3.13 Shipping

Partners are responsible for ensuring their shipping information is accurate at the time of the order. Orders are not shipped until they are paid in full. Unless notified by the Company, orders normally ship within seven (7) days of such payment. Title and risk of loss for any product you order transfers to you when the products are delivered by a common carrier.

3.14 Exchange Policy

The Company will exchange products if the products are damaged in shipment, or are incorrectly sent, for products of equal or lesser value. The request must be submitted within thirty (30) days from the date the order is received and applies only to products that are unopened and unaltered. A Return Merchandise Authorization (RMA) must be obtained prior to initiating an exchange. All shipping costs must be paid by the Partner.

3.15 Refund Policy

Partners have the ability to request a refund for Product. The return of products that generated personal volume will cause credits, commissions, promotions, and bonuses to be adjusted or reversed, both for the person making the return and for any upline Partners who received compensation on such purchases.

3.15.1 Inception (Initial) Purchase

Day 1–45: 100% of the purchase price refunded less Independent Partnership, shipping and handling fees, and applicable commissions if postmarked by the 45th day from the order date. This 100% refund does not apply once a Partner places their second product order.

Day 1–3 (Partner Fees): A Partner may request a refund of their Independent Partnership Fee within three (3) business days from the Inception order date.

Day 46–365: 90% refunded, less handling fees and applicable commissions, on unopened, unaltered, resalable, and restockable products if postmarked within twelve (12) months from the order date.

3.15.2 First Paid Subscription

Day 1–30: 100% refunded less shipping and handling fees and applicable commissions on unopened, unaltered, resalable and restockable products.

Day 31–365: 90% refunded less shipping and handling fees and applicable commissions.

3.15.3 Subsequent Purchases

Day 1–365: 90% of the purchase price refunded less shipping and handling fees and applicable commissions on unopened, unaltered, resalable, and restockable products or sales aids if postmarked within twelve (12) months from the order date.

3.15.4 Louisiana, Massachusetts, Puerto Rico, and Wyoming Residents

Upon receipt of a written cancellation request, the Company will refund 90% of the costs incurred by such canceling Partner to participate in the program during the one-year period immediately preceding the date of cancellation.

3.15.5 Retail Refunds

Federal and state law requires that Partners notify their Retail Customers that they have three (3) business days (five (5) business days for Alaska residents; fifteen (15) days for residents of North Dakota age 65 or older) within which to cancel their purchase and receive a full refund. The Company also offers a 100% 45-day money-back satisfaction guarantee to all Retail Customers.

3.15.6 Refunds on Promotional Products

Promotional products may be subject to different refund rules. Please see promotion rules for details.

3.15.7 Excessive Returns and Exchanges

3.16 Procedure for Returning Product

A Return Merchandise Authorization (RMA) must be obtained prior to returning the products or sales aids to the Company. An RMA may be obtained either by telephone or in writing. The original sales order number from the invoice must be provided at the time of RMA request. All shipping costs must be paid for by the Partner. Although refunds are generally processed within seven (7) business days of the Company's receipt, please allow thirty (30) days before contacting the Company to inquire.

3.17 Retail Customers

A customer who has not registered as a Customer and purchases Xyngular products from a Partner's website, Partner's inventory, or Company website, is a Retail Customer. When selling directly to Retail Customers, a Partner is not obligated to charge the suggested retail price, but may independently determine prices so long as the pricing complies with Section 4.7. When selling products to a Retail Customer, a Partner must give two (2) copies of a sales receipt to the Retail Customer with the Partner's name and contact information.

3.18 Customers

Unlike Retail Customers, Customers are customers who register with the Company. Customers are enrolled by Partners and are able to purchase products at the Wholesale Price, but do not participate in the Compensation Plan. Customers may also participate in the monthly Subscription program.

3.19 Commissions, Ranks, and Incentive Trips

A Partner is neither guaranteed a specific income nor assured any level of profit or success. A Partner's profit and success can come only through the successful sale of products or services and the sales of other Partners within the Partner's Sales Organization.

3.19.1 Bonus and Commission Cycle

The Company pays commissions daily and monthly to qualified Partners. A Partner must review their commissions and report any errors or discrepancies to the Company within thirty (30) days from the date of the commission check. All Commissions are paid through Hyperwallet. Commission checks not cashed within ninety (90) days will each be assessed a cumulative $5/month administration fee.

3.19.2 Adjustments of Bonuses and Commissions

Partners earn commissions and bonuses based on product sales to end consumers. When a product is returned to the Company for a refund, the bonuses and commissions attributable to the returned product(s) will be deducted from any future commission checks, including that of the upline.

3.19.3 Loss of Rights to Commissions

You must be an active Partner in good standing and in compliance with the terms of the Partner Agreement to qualify for commissions and bonuses.

3.19.4 Rank Recognition

After earning a rank, if the Partner does not meet the earned title sales requirements, they will revert to the title they are qualified for and lose all earned title benefits. The Partner will be recognized by their earned rank but will be compensated by their qualified rank.

3.19.5 Awards, Rewards, Events, Promotions and Trips

The Company offers awards and incentive trips via the Passport Program and promotions to Partners who meet the qualification requirements. No payment or credit will be given to those who cannot or choose not to attend trips or to accept awards. Trips and/or non-cash awards cannot be exchanged or redeemed for cash.

3.20 Bonus Buying and Deceptive Practices

A Partner has no specific inventory requirements. Partners must never purchase more products than they can reasonably consume or sell to Retail Customers in a month. The Company strictly prohibits the purchase of products in unreasonable amounts solely for the purpose of qualifying for commissions, bonuses, or advancement of ranks in the Compensation Plan.

3.21 Multiple Accounts

An individual person may have a legal or beneficial interest in only one Partner or Customer account, unless otherwise permitted in this section. Married couples must be jointly sponsored and part of the same Independent Partnership. A Partner or Person must wait at least six (6) months after resignation of his or her Independent Partnership, or six (6) months of inactivity, before obtaining a beneficial interest in an Independent Partnership under a different Sponsor.

3.22 Corporation, Partnerships, and Trusts

A corporation, partnership, or trust may apply to be a Xyngular Partner by meeting all the requirements as explained in Section 2.1. Any Person listed on a Partner Agreement and/or Business Entity Form, and the spouse or co-habitant of a Person listed on said forms, must wait at least six (6) months after termination of the Independent Partnership or six (6) months of inactivity, before obtaining a legal or beneficial interest in an Independent Partnership under a different Sponsor.

3.23 Sale, Transfer, or Assignment of Partnership

A Partner may not sell, dispose of, transfer, or otherwise assign Independent Partnership assets without the prior written consent of the Company. Please submit any requests of account sales or transfers to the Company within fifteen (15) business days prior to the sale. If the buyer is an existing Partner, the buyer must first terminate his or her existing Partner Agreement.

3.24 Inheritance & Succession

In the event of an Individual Partner's death, their Independent Partnership may be passed to their heirs, or other beneficiaries whether by will, intestate succession, or otherwise. The Company will review the transfer when a court order or proper legal document addressing the transfer to a qualified transferee is submitted to the Company. In the case of intestacy, the Company will deem the partnership nontransferable if it is not contacted by an authorized representative of the estate within six (6) months of the Partner's death.

3.25 Bankruptcy

The sale, transfer, or assignment of a Xyngular Partnership through bankruptcy is prohibited. Under no circumstances may a partnership be transferred to any other person or entity as part of a bankruptcy proceeding. Unless a Partner is permitted to retain his or her partnership as part of the resolution of the bankruptcy proceedings, such partnership shall be deemed cancelled as of the date of the bankruptcy filing.

3.26 Separation of a Partnership

When a couple sharing an Independent Partnership divorces or separates, the Company will maintain the account as it stands and continue to pay commissions in the same manner as before the divorce or separation until it receives written notice, signed and notarized by both Parties, or receives a court decree which specifies to whom future commissions should be paid.

3.27 Dormant Accounts

An Independent Partnership is considered dormant when they have less than 30 in personal volume or no front-line enrollments are posted within a three (3) month period. After three (3) full calendar months of dormancy, a dormant Partner's downline will roll up to their first active upline Partner. Within six (6) months of cancellation under this section, a Partner can request to reactivate the position by giving written notice to the Company and by ordering product or enrolling new Partners.

3.28 Voluntary Cancellation by Partner

A Partner may cancel their Agreement with the Company at any time and for any reason by providing written notice to the Company. The written notice must include the Partner's signature, printed name, address, and appropriate identification number. If a Partner voluntarily cancels the agreement they may re-activate as a Customer or Partner under the same sponsor at any time. However, if they wish to re-enroll under a different sponsor, they will need to wait six (6) months from the date of cancelation.

3.29 Cancellation by Company for Convenience

The Company may cancel this Agreement at any time by providing a thirty (30) day written notice to the Partner. The Company is not required to have any reason or prove any cause to cancel this Agreement under this section. Cancellation will result in the loss of all benefits as a Partner.

3.30 Effect of Cancellation

Following a Partner's voluntary or involuntary cancellation, such former Partner shall have no right, title, claim, or interest to the team which he or she operated or any bonus and/or commission from the sales generated by the team. The Company may at its sole discretion retain your sales organization, sell it, roll it up to the next active upline Partner, or dissolve and remove it from the Sponsor's downline.

3.31 Actions of Members and Related Individuals in the Same Household

If any member of a Partner's immediate household engages in any activity which, if performed by the Partner, would violate any provision of the Partner Agreement, such activity will be deemed a violation by the Partner.

3.32 Cross-Line Recruiting

Cross-line Recruiting is strictly prohibited. "Cross-line Recruiting" is defined as the enrollment or attempted enrollment of an individual or Entity that already has a current Customer or Partner Agreement on file with the Company, or who has had such an agreement within the preceding six (6) months within a different line of sponsorship.

3.33 International

Partners are authorized to sell Xyngular products and enroll Partners and Customers only in the countries in which the Company or a related company is authorized to conduct business, as announced on the Company's official website. Prior to the official opening of an international market, Partners may only provide business cards and conduct meetings regarding the Company to their personal acquaintances and family.

3.34 Not for Resale (NFR) Products

In some countries, individual consumers may purchase and import Xyngular's products for their personal use on a not-for-resale (NFR) basis as retail customers. NFR products are only for personal use and cannot be resold.

3.35 Repackaging and Relabeling Prohibited

Partners may not relabel or alter the labels on any Xyngular products, information, or materials in any way. Partners may not repackage or refill any Xyngular products and must be sold in their original containers only. Such relabeling or repackaging would violate governing laws, which could result in severe criminal penalties.

4.1 In General

Partners must avoid all discourteous, deceptive, misleading, illegal, unethical, or immoral conduct or practices in their marketing and promotion of the Company, the Xyngular opportunity, the Compensation Plan, and Xyngular's products.

4.2 Partner Created Sales Aids

Partners who desire to create their own sales tools, promotional materials, advertisements, or other literature must submit a copy of the proposed materials to the Company for review and approval before they may use the information to promote his or her Xyngular business. The Company reserves the right to require any change to a sales aid it deems necessary to ensure appropriate content.

4.3 Partner Claims and Representations

4.3.1 Product Claims

Xyngular Partners are prohibited from making inaccurate and impermissible claims about any Xyngular Product. In particular, claims that Xyngular products are useful in the cure, treatment, diagnosis, mitigation, or prevention of any diseases is prohibited. Such statements can be perceived as medical or drug claims and violate both the Partner Agreement and the laws and regulations of the United States.

4.3.2 Income Claims

A Partner may not make any claims, specific or implied, regarding the income opportunity that are false, misleading or atypical, including income or lifestyle guarantees of any kind. You may not exhibit commission payouts, commission summaries, actual or facsimile bonus or commission checks. Any time you present or discuss the Compensation Plan or make any income representation, you must provide proper disclaimers and the Income Summary (available at Xyngular.com/XIS).

4.3.3 Compensation Plan Claims

When presenting or discussing the Compensation Plan, Partners must make it clear to prospective Partners that financial success as a Xyngular Partner requires commitment, effort, and sales skill.

4.3.4 Governmental Approval or Endorsement

State and federal regulatory agencies and officials do not approve or endorse any direct selling or network marketing companies or programs. Therefore, you may not represent or imply that the Company or its Compensation Plan have been "approved," "endorsed," or otherwise sanctioned by any government agency.

4.3.5 Indemnification

A Partner must represent the products, services, and opportunity ethically and professionally and is fully responsible for all of his or her verbal and written statements made regarding the products, services, and opportunity that are not expressly contained in official Company materials. Partners agree to indemnify the company and hold them harmless from all liability arising from the partner's unauthorized representations or actions.

4.4 Trademarks and Copyrights

Partners may not use any trade names, trademarks, service marks, product names, logos, or other intangible commercial assets, registered or otherwise, that are licensed to or owned by the Company ("Xyngular Trademarks") in any form of advertising or promotion, including for any internet domain name or e-mail address, without first entering into a separate, written licensing agreement with the Company.

4.5 Internet and Websites

Partners may use the internet such as websites, blogs, social media, etc. (collectively "Partner Sites"), to promote their Xyngular business and products. Partner Sites used for this purpose must display the "Independent Xyngular Partner" logo in a prominent location. Partner Sites may not use any Xyngular trademarks without a written licensing agreement, make improper product or income claims, promote the products or business of any other company, contain false or misleading information, or collect/store Partner or Customer confidential information.

4.5.1 Paid Advertising Policy

4.6 Commercial Outlets

A Partner who owns or is employed by a service-related establishment may provide Xyngular's products through this establishment as long as the Partner is providing proper prescreening and ongoing support to customers. Approved service-related establishments may include (but are not limited to) health spas, beauty shops, and chiropractor's offices. Unapproved establishments include retail stores, eBay, Amazon, and pharmacies.

4.7 Advertised Price

Partners may establish their own prices for Xyngular's products and services as long as it is not advertised or viewed by the general public that the price is less than the current wholesale prices plus shipping and applicable taxes.

4.8 Telephone and Email Solicitation

The use of any automated telephone solicitation equipment in connection with the marketing or promotion of the Company, its products, or the Xyngular opportunity is strictly prohibited. Partners are also forbidden from sending unsolicited e-mail messages or "spamming" to sell products or to recruit Partners, Customers or other Retail Customers.

4.9 Trade Shows and Expositions

Partners may display and/or sell Xyngular products at trade shows and expositions, but they may not display or sell Xyngular products at swap meets, garage sales, flea markets, or farmers' markets. All literature displayed at the event must be approved Xyngular literature and must clearly identify the individual(s) as Independent Partners.

4.10 Television and Radio

A Partner is expressly prohibited from using any form of media advertising to promote the Company's products, services or opportunity without prior approval by the Company via the Partner Conduct Review Committee.

4.11 Media Inquiries

Partners must refer all media inquiries regarding Xyngular to the Company. This will ensure that accurate and consistent information reaches the general public.

4.12 Celebrity Endorsements

A Partner may not use a celebrity endorsement without the specific, prior, written approval of the endorsing celebrity for each use of the celebrity's name or likeness. Celebrity endorsements must also be approved in writing by the Company. Please submit any endorsement requests to compliance@xyngular.com.

4.13 Non-Exclusivity

There are no exclusive territories or exclusive right to any sales channel for marketing Xyngular products or services, nor shall any Partner imply or state that he or she has an exclusive territory to market Xyngular products or services.

5.1 Becoming a Sponsor

A Partner may act as a Sponsor only if the Partner meets all requirements and accepts all responsibilities described in these Policies. Upon acceptance by the Company of the applicant agreeing to the Partner Agreement, an applicant is placed in the Sales Organization of the Sponsor listed on the Partner enrollment process.

5.2 Responsibilities of a Sponsor

In order to be a successful Sponsor, a Partner should assume training and support obligations for Partners in his or her Sales Organization. Successful leadership involves:

• Providing regular sales and organizational training, guidance, and encouragement;
• Exercising best efforts to ensure that all Partners in the Sales Organization properly understand and comply with the terms and conditions of the Contract;
• Resolving any disputes arising between a Customer and Partner of the Sales Organization;
• Training to ensure that product or service sales and opportunity meetings are conducted in accordance with the Contract.

5.3 Online Sponsoring

When sponsoring a new Partner through the online Partner Agreement process, the Sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online Partner Agreement. The Sponsor may not fill out the online Partner Agreement on behalf of the applicant.

5.4 Conflicting Enrollments

Every prospective Partner has the ultimate right to choose his or her own Sponsor. As a general rule, the first Partner who does meaningful work with a prospective Partner is considered to have first claim to sponsorship. In the event that a prospective Partner enrolls with more than one account, the Company will only consider valid the first Partner account that was created.

5.5 Sponsor Changes

To protect the integrity of all marketing organizations, the Company strongly discourages changes in sponsorship. The Company will not permit any changes in the line of sponsorship except in the following circumstances:

• A Partner has been fraudulently or unethically induced into joining the Company;
• Day 1–3 of enrollment: The Partner has the option to change sponsors to whomever they wish within three (3) full business days after the date of enrollment without seeking approval from the current Sponsor;
• Day 4–10 of enrollment: If an incorrect placement was made due to a Partner error, a change can be made with written consent of the current Sponsor and the Partner being moved.

6.1 Conflicts of Interest

The Parties agree that any violation of these Restrictive Covenants shall cause the Company irreparable harm for which there is no adequate remedy at law, and that such harm will outweigh any injury to Partner should injunctive relief be granted to the Company.

6.2 Non-Solicitation — Recruitment

Partners are permitted to participate in other multilevel marketing (MLM) or network marketing businesses. However, Partners are strictly prohibited from promoting the business or income opportunity of any other MLM or network marketing company while they are still a Partner with Xyngular.

If a Partner chooses to promote competing products of any kind, the Partner shall forfeit all forms of recognition and exclusive privileges for six (6) months from the last promotion of a competing product, including on-stage or online recognition, access to elite groups such as the MDP, XLC and Executive Dinners at events, Destination X or annual reward trips, and Passport trips or recognition.

6.2.2 Recruitment Prohibitions

Following the termination or cancellation of a Partner's Agreement, the former Partner is prohibited from directly recruiting or soliciting any current Xyngular Partner into any competing activity or MLM or network marketing business opportunity for a period of twelve (12) calendar months.

6.2.3 Affiliate-Only Opportunities

Partners may participate in or promote affiliate-only business opportunities provided the company offers a single-level compensation structure where participants only earn on their own sales or personal referrals, the affiliate program is not part of or connected to any existing MLM, and the affiliate relationship must be clearly separate from the Xyngular opportunity in all posts, websites, or promotional materials.

6.2.4 Recruitment Prohibitions — International

Partners agree that this non-solicitation provision shall apply in all countries in which the Company, or one of its related companies, conducts business at the time the restriction is applicable.

6.2.5 Team Private Social Media Groups Policy

Any private social media group created for the purpose of building, supporting, or growing a Xyngular team must be managed in alignment with Company expectations. If a group is co-owned or jointly administered by multiple Partners, all parties must maintain equal administrative access at all times. Converting any Xyngular-related group to support or promote another company is strictly prohibited.

6.2.6 Irreparable Harm

Each Partner stipulates that if he or she violates any part of this section, the Company will be irreparably harmed and shall be entitled to immediate temporary, preliminary, and permanent injunctive relief. The provisions of this section shall survive termination of the Agreement.

6.3 Partner Lists

Partner Lists and all contacts generated therefrom ("Lists") are the confidential and proprietary property of the Company. These Lists, and portions thereof, are provided for the exclusive and limited use of the Partner to facilitate the training, support, and servicing of the Partner's Sales Organization for furtherance of Company-related business only. These Lists remain, at all times, the exclusive property of the Company.

7.1 Disputes Between Partners

When a Partner has a grievance or complaint with another Partner, the complaining Partner should first discuss the problem with the other Partner. If this does not resolve the problem, the complaining Partner should report the problem to his/her upline leader who is at an Executive rank or above to resolve the issue. If the matter cannot be resolved, it may be reported to the Company's Compliance Department.

7.2 Mandatory Arbitration of Most Disputes Between Xyngular and Partners; Waiver of Class Action Litigation

Any dispute, claim, or controversy shall be determined by binding arbitration in Salt Lake City, Utah, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted on a strictly confidential basis. Any demand for arbitration must be filed with the AAA no later than two (2) years after the controversy or claim arose.

7.2.1 Partners Opt-Out Right Within 30 Days

Partners who do not want to be subject to this Arbitration Agreement may opt out by notifying the Company in writing within thirty (30) days of the Partner's execution or acceptance of this Agreement. Send opt-out notice to compliance@xyngular.com or by letter to: Xyngular Corporation, Attn: Compliance Department, 200 W Ashton Blvd., Suite 170, Lehi, UT 84048.

7.2.2 Class Action Waiver

7.3 Jurisdiction, Venue, and Choice of Law

Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Salt Lake County, State of Utah or in the United States District Court, in and for the District of Utah. The laws of the State of Utah, without consideration of choice of law principles, shall govern disputes involving this Agreement.

7.4 Disciplinary Actions

Violation of any of the terms and conditions of the Partner Agreement, or any illegal, fraudulent, deceptive, or unethical business conduct by a Partner may result, at the Company's discretion, in one or more of the following sanctions:

• A verbal or written warning;
• Probation, which may include requiring a Partner to take remedial action;
• Withdrawal or denial of an award or recognition;
• Suspension of certain privileges of Partnership;
• Withholding commissions or bonuses for a specified period of time;
• Imposing fair and reasonable fines or other penalties; or,
• Terminating a Partnership.

7.5 Involuntary Cancellation

A Partner's violation of any of the terms of the Partner Agreement constitutes a material breach of the Partner Agreement and may result, at the Company's option, in any of the disciplinary actions listed in Section 7.4, including cancellation of his or her Partnership. Involuntary cancellation of a Partnership will result in the Partner's loss of all rights to his or her team and any bonuses and commissions generated thereby. When a Partnership is involuntarily canceled, the Partner will be notified by email and certified mail.

7.6 Appeals of Disciplinary Action

The Partner may appeal the termination to the Company's Compliance Department. The Partner's appeal must be in writing and must be received by the Company within ten (10) business days of the date of the Company's termination letter. The written appeal will be reviewed by the Partner Conduct Review Committee (PCRC), whose decision will be final.

8.1 Confidentiality

As a Partner of the Company, you may be supplied with information that is of a confidential or proprietary nature, including but not limited to customer and Partner lists, profiles and personal information, product purchase information, manufacturer and supplier information, organization and business reports, commission and sales reports, marketing strategies and plans, product formulas, product and promotional information, and other proprietary financial and business information (collectively "Confidential Information").

All Confidential Information is transmitted to you in strictest confidence on a need-to-know basis for use solely within your sales organization and shall remain the property of the Company at all times. You may not use or disclose the Confidential Information to compete with the Company or for any purpose other than promoting the Company's products and services in accordance with your Partner Agreement.

8.2 Authorization to Use Your Personal Information

The Company respects your privacy and is committed to protecting the privacy of Partners. By entering into the Partner and/or Customer Agreement, you agree and consent to the terms of the Company's Privacy Policy available at xyngular.com. You have the right to access and verify your personal information held by the Company by contacting Customer Service at (801) 756-8808 or emailing compliance@xyngular.com.

8.3 Partner Privacy Obligations

You must take appropriate steps to safeguard and protect all Personal Information provided to you by Partners and customers in the operation of your sales organization in accordance with all applicable data protection laws and regulations and the Company's Privacy Policy. Upon cancellation, expiration, or termination of this Agreement you must discontinue the use of the Personal Information and destroy or promptly return to the company any Personal Information in your possession.

Scope of Program

XMD Wellness includes access to licensed telehealth providers who may, when medically appropriate, prescribe peptide therapies, including both brand products and compound products. These therapies are not manufactured, sold, or distributed by Xyngular. They are prescribed and dispensed to individuals solely by licensed medical providers and pharmacies.

Supplements vs. Peptide Therapy Separation

Support Packs and Prep Packs are dietary supplements and must only be promoted using approved supplement claims. Partners must not state, imply, or suggest that supplements enhance, prepare the body for, or improve or accelerate the results of prescription therapies. Supplement and peptide prescription references must remain distinct and must not be combined into the same post, claim, sentence, or slide unless corporate-provided and pre-approved.

Imagery and Branding

Any use of the Xyngular logo must include the designation: "Independent Distributor of Xyngular." Corporate-provided graphics must not be altered in any way.

Privacy and HIPAA Compliance

Partners must never request, receive, store, or transmit Protected Health Information (PHI), as defined under HIPAA. Xyngular will not disclose health or prescription-related data to Partners. All medical information remains with licensed telehealth providers and dispensing pharmacies, subject to HIPAA and other applicable laws.

No Paid Advertising Policy

Required Disclaimers

Whenever XMD Wellness or prescription products are mentioned, the following disclaimer must be included verbatim:

When supplements are promoted, the standard dietary supplement disclaimer must be included:

Earnings and Opportunity Claims

Partners may not combine lifestyle claims with XMD Wellness Telehealth program promotion. However, referral commissions may be discussed separately (e.g., you may earn X amount if you refer someone).

Monitoring and Enforcement

Xyngular will actively monitor field activity, including social media and digital promotion related to XMD Wellness. If inappropriate or non-compliant content is identified, Partners must remove it immediately upon request. Violations of this Addendum will be treated as violations of the Policies & Procedures and may result in sanctions including warnings, suspension, or termination. Violations of this Addendum may also put a Partner at risk of personal liability.

Returns and Refunds

Prescription therapies are not sold by Xyngular and are not covered by Xyngular's return/refund policy. Refunds or exchanges for prescription products are handled solely by the telehealth provider or dispensing pharmacy. For full cancellation and refund procedures specific to the XMD Wellness program, please review the XMD Wellness Refund Policy.