General Conditions Of Distribution

XELLISS SA GENERAL TERMS & CONDITIONS OF DISTRIBUTION EUROPE & The Commonwealth of Independent States (CIS).

(does not concern residents of metropolitan France or the departments of Guadeloupe, Martinique, Reunion, Guyana, Saint Pierre and Miquelon, and Mayotte who benefit from the General Conditions of Distribution France).

Between.

XELLISS.SA, 89E rue Pafebruch, L-8308 CAPELLEN, Grand Duchy of Luxembourg R.C.S.L. B182625 – VAT LU28368138 – Siret 80056574900010 – Capital 31000 euros; www.XELLISS.com. Hereinafter referred to as the Company, on the one hand,

and, the Distributor (natural or legal person) whose contact details are mentioned in the "Application for Distribution Authorization", hereinafter also referred to as the Contract, on the other hand

DEFINATION.

● Products: Products distributed by the Company, the list of which is available and updated on the website https://XELLISS.com.

● Territory: Area of distribution of the products decided by the Company and available in the catalogue "https://XELLISS.com" or "https://bo.XELLISS.com".

● Distributor: Natural or legal person consuming and distributing the Company’s products under an Independent Distributor Contract. The word "Distributor" is generic and applies to both a natural person, male or female, as well as to any legal entity designated in the Distributor Contract.

● Customer: A person purchasing the Company's products via a Distributor

● Network marketing or relationship marketing or multi-level marketing (MLM): Mode of distribution of the products, chosen by the Company, without intermediaries, without advertising, in order to avoid the variable costs of retail sales. The distribution is carried out via the remunerated word-of-mouth system.

● PV: Point Volume: Unit of measurement used as the basis for calculating the Distributors' remuneration. This concept is included in the Company’s Compensation Plan.

● Back office: A virtual office allowing Distributors to manage their activity and orders online, as well as those of their Customers.

● Order: The order is considered to be independent of the number of packages or their weight. It is understood as the sending of products to a Distributor or to a Customer following the demonstration by the latter of one and the same purchase intention corroborated by a unique registration number.

● Trademark: "XELLISS " and its graphic charter

● Sponsor: The Distributor to whom the potential candidate (pending authorization) wishes to be attached and designated as such when joining the former.

● Product:Products appearing in the Company’s current and future catalogues, and any services that the Company may market from time to time.

● Compensation Plan: This is the document that sets out all the rules relating to the remuneration of Distributors by the Company and is sometimes referred to as the "Compensation Plan".

● Tax household:The taxable household corresponds to the legal entity registered for tax purposes, i.e. the entity for which tax returns are made and tax notices sent out.

● SPONSORED Distributor:The SPONSORED Distributor is the Distributor who is sponsored by another Distributor, all SPONSORED Distributors are Distributors resulting from successive sponsorships originating from the sponsor.

● Downline: This is the group of SPONSORED Distributors resulting from an organisation of Distributors, sometimes referred to as the "downline", i.e. the downstream Distributors.

● SPONSORING Distributor:: A SPONSORING Distributor is a Distributor located upstream of a Distributor.

● Upline:This is the group of Distributors who are upstream of the Distributor concerned, sometimes referred to as "upline".

● CROSSLINE Distributor:The "crossline" Distributor is a Distributor of the Company belonging to another lineage sponsored by other Distributors who have no economic link between each other.

● "Active" Distributor: "XELLISS " and its graphic charter

● Trademark : "XELLISS " and its graphic charter

These General Terms and Conditions of Distribution establish the contractual relationship between the Distributor and the Company, their respective prerogatives and the limits of the scope of activity. These Terms and Conditions help to ensure a uniform standard of excellence from the Company’s sales organisation and ensure that each Distributor knows and understands the type of ethical behaviour that is expected of them when, in running their business, they develop a Customer base at the retail level and build a network with the aid of products that are remarkable in terms of quality and innovation.

The Distributor has the non-exclusive and limited right to promote the Company’s products and services, subject to compliance herewith. The authorized Distributor undertakes to purchase the Company’s products and sales accessories directly from the Company, on their own behalf, and to promote the products at home to a private Customer base. The Distributor therefore acts as an agent of the Company. They may introduce new Distributors to the Company in order to set up a distribution and recommendation network. The Company reserves the right to accept or refuse the co-optation of a new Distributor in a discretionary manner and without having to justify its choice, without the presenting Distributor being able to claim any compensation whatsoever.

A. In a spirit of mutual respect and understanding, the Company is committed to:

● providing prompt, professional and courteous service and communication to all its Customers and Distributors.

● providing exclusive and high-quality products at reasonable and advantageous prices.

● dispatching orders and checking compliance in the event of an error or unreasonable delay

● implementing changes in the Compensation Plan or the General Terms and Conditions of Distribution.

● supporting, protecting and defending the integrity of the Company’s business opportunity

B. In return, the Company expects Distributors to commit to:

● presenting information about the Company and products in an appropriate and professional manner

● presenting the Compensation Plan and returns policy in a complete and adequate manner.

● refraining from using formulas that indicate exaggerated earnings potential.

●making reasonable efforts to provide good service to Customers and to train SPONSORED Distributors

● refraining from recruiting "Crossline Distributors", unhealthy competition, or unethical business practices

● providing positive assistance to Customers, and appropriate training to Distributors, avoiding interference with another SPONSORED organisation. This is done in such a way that a Distributor cannot provide support or advice to an organisation without the prior agreement of the SPONSORED Distributor.

● supporting, protecting and defending the integrity of the Company’s business opportunity. Carefully completing the Distributor Contract and providing all required approval documents within one month, which meets the requirements of the Contract.

1.2 Incorporation of the Company's General Terms and Conditions of Distribution and Compensation Plan into the Distributor's "Authorization"

Throughout these General Terms and Conditions of Distribution, when the term "Authorization" is used, it refers collectively to the Company’s Distributor Contract, these General Terms and Conditions of Distribution, and the Compensation Plan of the Company. It is the responsibility of the Distributor sponsoring another Distributor to provide the document with the most up-to-date version of these General Terms and Conditions of Distribution and the Compensation Plan (available on the back-office https://bo.XELLISS.com prior to their engagement as a new Distributor).

1.3 Purpose of the General Terms and Conditions of Distribution

A. The Company distributes superfood products and food supplements as well as wellness products. It has chosen relationship marketing or multi-level marketing as its distribution method. Its desire is to develop its activity worldwide where the products will be distributed via a network of independent Distributors. The Distributor is a natural or legal person who is interested in the network marketing distribution sector. They are familiar with the general rules in the country in which they operate. This Contract only concerns nationals of the European Community. For French and Italian residents, the latter are aware of the particularities of the status of Independent Distributor in their respective countries. There are specific conditions for other regions of the world according to the customs and regulations in force. In order to clarify the relationship between you and the Company, and also to explicitly set up a standard for good business conduct, the Company highlights the present General Terms and Conditions of Distribution. Consequently, the two parties are approaching each other to set up the terms of their future collaboration. They decide that their relationship will be governed by the present Terms and Conditions, including the statement, the definitions and the appendices which form an integral part thereof.

B. Distributors of the Company are required to comply with all of the following provisions:

1. all terms and conditions contained in the Distributor Contract, which the Company may amend at its sole discretion at any time,

2. any laws or local provisions governing the Distributor's business arising from the jurisdiction of the Distributor's country of residence,

3. The Company’s Distributors must carefully read the information contained in the General Terms and Conditions of Distribution. If you have any questions about these General Terms and Conditions of Distribution, first ask your sponsor forclarification. If clarification is needed, you can contact our customer service department for assistance: support@XELLISS.com.

1.4 Changes, amendments and modifications

A. As international, national and local laws change regularly, as does the business environment, the Company reserves the right to amend the Distributor Contract and these General Terms and Conditions of Distribution, as well as the prices of the products in the catalogue, at its sole and absolute discretion. Notification of such amendments will appear in the communication of the Company’s official documents. This provision is without prejudice to the clause in Chapter 13, which can only be amended by mutual consent

B. Each amendment, change, or modification will be effective immediately after notification by any of the following methods:

3. Information via the electronic newsletter or any other means of communication from the Company.

1.5 Force majeure

The Company cannot be held responsible for delays and failures in the performance of its obligations, when these failures are due to circumstances beyond its control. This includes, without limitation, strikes, difficulties in access to work, transport disruptions, riots, war, fire, epidemics, or interruption of supply sources, government or administrative decisions.

1.6 Effective date

These General Terms and Conditions of Distribution are effective from 7 September 2020 (effective date), and cancel and replace the previous General Terms and Conditions of Distribution. On that date, the previous General Distribution Terms and Conditions shall no longer be legally binding or effective.

2.1 BASIC PRINCIPLES

2.2 Becoming a XELLISS Distributor

To become a XELLISS Distributor, you must comply with the following requirements:

1. Be of legal age with legal capacity in your country of residence, i.e. have the capacity to enter into a Contract, be of legal age or an emancipated minor by decision of the guardianship judge, not be under guardianship or trusteeship.

2. Reside and have an official and verifiable address in your country of residence.

3. Have a valid social security number, a trade and company register number for merchants, companies. Where this is required, obtain a tax number issued by the tax authorities of the country concerned (see how to register in your back office depending on the country concerned)

4. Submit to the Company an application for XELLISS authorization, duly completed and signed electronically or manually.

5. Not be an employee of the Company, an employee of a supplier of the Company, the wife of an employee of the Company or the spouse of an employee of the Company and living under the same roof as this employee; except if this situation is prior to taking up the position and duly accepted in the terms of the employment contract.

6. To pay the amount of the personal annual contribution or, if applicable, to purchase a pack including the annual contribution.

2.3 Registering a new Distributor

A Distributor can remotely register on their sponsor’s back office by presenting a dedicated internet link. In this case, instead of a physical signature of the application for authorization, the Company will accept the online registration of such a prospect on the basis of their electronic signature, subject to the timely production of the documents required for the final registration of the prospect. An electronic signature means that the new Distributor has accepted the terms and conditions of the XELLISS Distributor Contract. Please note that such an electronic signature constitutes a legally enforceable Contract between you and the Company. The new Distributor is invited to take the utmost care when registering and, in particular, to verify the name of the account under which they are registering. Any confusion in the registration may lead the customer service department to cancel the new Distributor's application. Adherence to the Contract between the Distributor and the Company is subject to the consent of the latter. The registration is made under the responsibility of the new Distributor with the help of their sponsor. Registration is initially carried out by the sponsor, who enters the recruitment electronically. The new Distributor is then responsible for making their membership payment, and for completing, then signing the "Application for Distribution Authorization" form and returning it, duly completed and signed, along with the requested administrative documents, within 30 days. The Distributor has 30 days after confirmation of this authorization to waive, in writing, the request for authorization. The "effective date" means the date on which the Company has accepted the Distributor's registration. It is the date on which the contractual relationship between the Distributor and the Company commences. The "period" is the term of the Contract and begins, for an initial period, from the effective date until the end of a period of 12 months following the date of payment of the participation fee (payment of the subscription), and any additional period of 12 consecutive months, should the Distributor choose to renew the Contract, as stipulated in these General Terms and Conditions of Distribution.

A. The Company reserves the unconditional right to request the documents signed on behalf of the Distributor.

B. If requested by the Company, you must submit a signed and initialled paper copy within 30 days of your online registration. In addition, from the RUBY qualification upwards, all contracts, terms and conditions must include the Distributor's signature and hand-written initials. Otherwise, the Company reserves the right to suspend the commissions of the Distributor concerned until the duly signed documents are produced.

C. Signed documents, including, without limitation, the Distributor's personal authorization are legally binding contracts which must not be altered, stamped or changed in any way after being signed. False or erroneous information, forged signatures, or alteration of any document, including business registration forms, made after the document has been signed, may lead to sanctions, including going as far as involuntary termination of the Distributor's position and their XELLISS business.

2.4 Guaranteed rights

The "Company" grants you non-exclusive rights, based on the terms and conditions contained in the Distributor Contract and these General Terms and Conditions of Distribution, to:

2. sponsor Distributors and sell to other consumers in countries where the Company is present after the effective date of these General Terms and Conditions of Distribution. Please note that the list of countries in which the Company may sell products might differ from the list of countries in which the Company wishes or is able to develop Distributor networks. The countries for which distribution to consumers via online ordering is possible are listed on the website https://XELLISS.com; the countries for which the recruitment of Distributors and development is possible are detailed in the list of countries in the back office on the website https://bo.XELLISS.com.

2.5 Identification number, ID

The Company reserves the right to suspend the payment of commissions for any Distributor who fails to provide information or who provides incorrect information. Each Distributor must provide proof of identity, social security number, or registration number at the trade and companies registry when required to do so by the regulations of the country of residence. When registering as a new Distributor, you will be provided with an ID number and a password. This ID is used to place orders, structure the Distributor's organisation, and track commissions and bonuses. This ID is strictly personal and the Company declines all responsibility in the event of improper use of this ID. the Company will consider that any movement executed on the account is assumed to be made by the Distributor in possession of the said ID, unless the Distributor proves otherwise and files a complaint for impersonation. Any fraudulent use or use without the knowledge of another Distributor may lead to disciplinary action.

2.6 Renewal, involuntary cancellation and/or expiry of the Distributor's authorization.

A. Renewal of the Distribution Contract: This Contract shall be renewed by tacit agreement, each year for successive periods of one year, upon payment of the annual administrative fees, unless terminated by the Distributor thirty (30) days prior to the anniversary date or, in the event of termination by the Company, by written notice sent at least thirty (30) days prior to the anniversary date. Any notice given under this termination clause, which shall be given by mail to the registered office of the parties, or to any other address that either party has notified in writing to the other party, shall be effective from the date it is sent.

B. On the anniversary date, in the event of non-payment of the membership renewal fee, the Contract expires and you lose all rights to your SPONSORED organisation unless the reactivation of this account is carried out within 30 days (thirty days) following the expiry of the Contract

C. If the Distributor reactivates their account within 30 days (thirty days) of the anniversary date of their Contract, the thirtieth day being the final renewal date, the Distributor will then regain the position they had on the anniversary date of their Contract. However, they will only receive the commissions related to this position provided that they qualify for the same rank within one calendar month following the payment of the membership fee. Finally, commissions will not be paid for the period between the Contract’s anniversary date and the effective date of renewal of the contribution, this period being considered as a period during which the Contract is suspended.

D. A Distributor, whose membership has expired more than 30 days ago, is not allowed to renew it before a period of 180 calendar days calculated from the anniversary date of renewal of the original Contract, unless the Distributor retains the same sponsor. In this case, however, the Distributor loses the benefit of the position they previously held.

E. Consequently, the downline of the Distributor, whose membership has expired, is immediately attached to the active sponsor of the upline.

2.7 Commercial entities

A. A commercial company, whatever its form, an association of which the statutes authorize an activity of a commercial nature, an Economic Interest Grouping, having legal personality, duly registered, may avail itself of the status of commercial entity with the Company and obtain the status of Distributor when it is initially registered as a legal entity. This registration is subject to the production of an extract from the trade register and a copy of the articles of association of the legal entity applying for registration.

B. An Independent Distributor registered as such with the Company as a natural person may apply to replace their status as a natural person with that of a legal entity of which they hold the rights necessary for the control of the latter. This therefore excludes the substitution of any entity for which the Distributor could, for legal or statutory reasons, not be able to exercise this power to control decisions or exercise the management of a commercial entity. This modification is final.

C. In all cases, the request for the initial approval of a legal entity or the substitution of a natural person already registered is subject to the express written agreement of the Company. The production of complete legal documents showing the registration, the list of associates or partner-members of the said legal entity and the articles of association is a prerequisite for the decision to register or modify the Distributor' s account.

D. The modification of the status of the natural person into a legal entity must imperatively take place within the initial line of sponsorship, i.e. the sponsor remains the same person. The substitute legal entity may not include among its associates or members natural persons already registered as Distributors in another lineage or in the upline or downline, nor natural persons who have been struck off the register for disciplinary reasons or terminated for non-renewal, if the period of 180 days following the anniversary date of the Contract of the said natural person has not been respected. However, an exception is made for a transaction in which a Distributor and their direct SPONSORED Distributor wish to merge their accounts and replace the natural person by a legal entity; this transaction remains subject to the discretion of the Company.

2.8 Distributor independence, compensation

A. The XELLISS Distributor is an independent contractor. They may not claim the purchase of a franchise or a business.

B. The success of each Distributor depends on their own skills and efforts in the running of their business.

C. The Distribution Contract signed between the Distributor (you) and the Company shall in no way be considered a contract of employment or performance, the Distributor may not claim the status of employee or officer of the Company.

D. The Distributor is completely independent in the conduct of their business. This status gives the Distributor complete freedom in the use of their time, objectives, means, determination of the actions to be taken in accordance with these General Terms and Conditions of Distribution and commercial practices. They do not report in any way whatsoever to the Company, nor to their Distributor(s) on the upline of their actions, nor on their operating or financial results. They will not receive any injunction and no hierarchical power will be imposed upon them.

E. The Distributor shall, as a self-employed person, comply with the regulations in force in their country of residence and pay the taxes, social security contributions and other obligations in force. For France, if the Distributor has the status of "VDI" agent (independent home seller), the Distributor must comply with the requirements of this status. Distributors must identify themselves as " independent distributors" and may not represent the Company. The Company's Distributors are fully responsible for their own verbal and written communication with regard to the Company’s products and services, as well as the Compensation Plan, as long as the Distributor's statements or claims do not form part of the Company’s official communication and are not included as such in official documents. The Distributor shall bear the consequences and compensate the Company, its officers, employees, agents, and product suppliers in the event that the Distributor is sued, whether criminally or civilly, for payment of damages or legal or attorney's fees, and that the Company or its representatives may incur defence or indemnity costs or expenses in connection with the representations when the Distributor has carried out unauthorized actions or representations. This provision shall extend beyond the conclusion of the Distributor's Contract and for an unlimited period of time.

2.9 Errors and questions

If a Distributor has any questions about the payment of commissions, bonuses, orders, charges, reporting or any transaction in connection with the day-to-day running of the business, or if the Distributor believes that an error has been made, the Distributor shall, within 60 days (sixty days) from the date the error or omission was made, report such incident in writing exclusively to: support@XELLISS.com. Any other communication will be considered null and void. Any error, omission or problem not reported within 60 days will be deemed to be the sole responsibility of the Distributor

2.10 Insurance

Before starting any professional activity, the Company informs the Distributor about the need to take out insurance suitable for the exercise of their profession ("professional civil liability" cover) and covering them against any damage they may cause to third parties in the course of their activity. Furthermore, the Distributor must take out additional cover for the professional use of their vehicle, even if the activity remains occasional, since simple "home-work-leisure" insurance cannot suffice to cover their journeys, except with the express agreement of their insurance company.

3.0 DISTRIBUTOR RESPONSIBILITY

3.1 CORRECT ADDRESS

A.It is the responsibility of the Distributor or Customer to ensure that the Company has the correct address prior to making any order or receiving a delivery.

B. A Distributor or Customer has the possibility to change the delivery address. For the Distributor, this change is made directly in their back office and, for the Customer, directly in their account. If a request is made to customer service department to make such a change, the notice period before changing the address is 5 working days

C. Delivery to a Distributor at a wrong address may be subject to a re-invoicing of the return costs and new shipping costs. flat-rate handling fee of 25 EUR excluding VAT will also be charged to the Distributor. In the case of the Customer, they will bear the costs of a second shipment.

3.2 Training and follow up of a new Distributor

A. Any Distributor who sponsors another Distributor with the Company must provide genuine assistance and training sessions to ensure their SPONSORED Distributor can properly operate their XELLISS business. It is recommended that a new Distributor, who sponsors their first Distributors, should rely on the experience of their SPONSOR and seek out someone with experience to assist them. To do this, it is recommended that the new Distributor be introduced as soon as possible to their SPONSOR, enabling them to benefit from quality training that can be given in the form of a meeting in person or at a distance depending on the means and circumstances.

B. Any SPONSOR Distributor makes a point of following up on the Distributors located in their "downline" organisation, and ensuring that the latter do not make incorrect claims about the XELLISS business concept or about the Company’s products, and do not conduct themselves in an inappropriate or even illegal manner.

C. Upline Distributors are encouraged to motivate and train new Distributors about the Company’s products and services, effective promotional techniques, the Company's Compensation Plan and compliance with the General Terms and Conditions of Distribution.

D. The Distributor must emphasize promotion of the Company’s products in recruitment presentations. The Company relies on the fact that Distributors are deemed to be selling the products to end-consumers (Customers) in order to receive their commissions.

E. Use of sales aids: To promote the Company’s products, Distributors must use the sales aids provided by the Company. If Distributors produce their own sales aids and advertising material, including advertising on the Internet, social networks, irrespective of the written or audio-visual medium, even if this is done with good intention, they are nevertheless unintentionally violating regulations and image rights that are bound to the Company. This endangers the Company and its business opportunity for all Distributors. Consequently, Distributors must submit all written sales aids, promotional material, advertisements, websites, and any other literary, digital or audio-visual production to the Company for approval prior to any use. Unless the Distributor has received a written agreement to use such a means of communication involving the XELLISS brand or the brand's products, any use is then contrary to the present terms. All Distributors must safeguard and promote the good reputation of the Company and its products. The marketing and promotion of the Company, its business opportunity, products and services must be in the public interest, and must avoid any practice or conduct that is discourteous, disappointing, unethical, immoral or that could mislead the consumer. Failure to comply with these clauses, after a fortnight's notice of modification or withdrawal, is grounds for cancellation of the Distributor's Contract without compensation.

3.3 Constructive criticism, ethics:

A. The Company wishes to provide its independent Distributors with the best products and services as well as an excellent Compensation Plan. Accordingly, the Company values constructive criticism and encourages written feedback and comments to the Company’s compliance department: compliances_eu@XELLISS.com

B. The attitude of a Distributor who would make negative and derogatory comments about the Company, its products, its Compensation Plan, towards other Distributors in the field, on social networks or during meetings organized by the Company or Distributors, serves no purpose other than to tarnish the enthusiasm of other Distributors of the Company. The Distributors shall not disparage the Company, the Distributors of the Company, the products or services of the Company, the officers, directors, or employees, suppliers or agents of the Company. Such behaviour is a breach of these General Terms and Conditions of Distribution, which may be subject to sanctions by the Company

C. All Distributors are deemed to operate in a work environment free from harassment, intimidation, or abuse by other Distributors, employees, vendors, and anyone associated with the Company opportunity. The Company's management will not tolerate harassment of any kind, since it is strictly forbidden, such as derogatory behaviour, threatening remarks, inappropriate sexual behaviour such as unwelcome sexual advances, requests for sexual favours, production of pornographic or sexual images, physical or moral harassment, or violent behaviour. Any Distributor is encouraged to report such behaviour. The Company will not tolerate acts or threats of violence and will analyse each reported situation. As a Distributor, you have a duty of responsibility to act when you are in the presence, witness or victim of a risk of a threat in relation to the appropriateness of the Company.

1. A Distributor must be fair, tolerant, and respect all Distributors and prospects in connection with the opportunity presented on behalf of the Company, without discrimination of race, gender, class or religion and without discrimination of any kind. The Distributor will strive to generate a positive atmosphere, a good moral spirit in a team spirit.

2. A Distributor will do everything within their power to solve problems that may arise in the course of their business, including relations with the SPONSOR and SPONSORED Distributors, using tact, sensitivity, good will and taking care not to create additional problems.

4. Distributors of the Company must not make negative criticism of the Company, other Distributors, employees of the Company, suppliers, agents, products, sales and marketing campaigns or Compensation Plan, or make comments that may unreasonably offend, mislead or coerce others.

E. The Company may take appropriate action against a Distributor if it determines that the Distributor's conduct is prejudicial, disruptive or abusive to the Company or to other Distributors.

3.4 Reporting a non-compliance in violation of the General Terms and Conditions of Distribution

A. A Distributor who witnesses a violation hereunder by another Distributor is invited to send a message to compliances_eu@XELLISS.com. The letter should specify the details of the incident as follows:

B. Once the elements have been presented to the Company, a study will be carried out by the compliance department and appropriate action will be taken if necessary.

C. If a Distributor has a grievance or complaint against another Distributor that is directly related to their XELLISS business, the procedures outlined in these guidelines will be followed.

3.5 Sponsorship

A. The SPONSOR is the person who introduces a Customer or Distributor to the Company, helps them to complete the registration formalities, and assists them. In the case of a new Distributor, the sponsor is in charge of training. If the sponsor is also a new Distributor, their role is to transmit information and connect the new Distributor to the SPONSOR Distributor responsible for training.

B. The Company recognises the SPONSOR by the name appearing on the Distributor's authorization document (Contract) physically signed and registered with the Company or on the document electronically signed from the "sponsor's" back office.

C. A printed Distributor Contract that contains annotations such as "by telephone" or contains signatures of other persons (such as spouse, wife, friends, relations) is not valid and will not be accepted by the Company.

D. The Company acknowledges that each new prospect has the right to ultimately choose his or her SPONSOR, however, the Company does not authorize Distributors to engage in unethical sponsorship activities. All "active" Distributors in good standing have the right to sponsor and recruit others.

E. E.Ban on "CROSSLINE" sponsorships "Crossline" sponsorship is defined as the recruitment in another sponsorship line of a commercial entity, a Distributor who is a natural person or a legal entity, which has already signed an authorization contract with the Company in another sponsorship line. The act or attempt at "crossline" sponsorship is prohibited. If "crossline" sponsorship or attempted sponsorship is verified by the Company, a sanction that may range from suspension to removal from the position of the Distributor at fault may be imposed. The use of the name of a wife, spouse, friend, business name, nominee, partner, fictitious name without limitation of cases, to circumvent or evade this clause is not permitted. This clause does not prohibit the transfer of a Distributor's activity within the Company in accordance with the rules of assignment and transfer set out in these General Terms and Conditions of Distribution.

3.6 Adherence to the rules, to the Company’s Compensation Plan

A. A Distributor must adhere to the terms of the Company’s Compensation Plan referred to in these General Terms and Conditions of Distribution, as well as to the provisions set out in the Company’s documents. Modification of the Compensation Plan is prohibited.

B. A Distributor must not offer access to the Company’s business opportunity in combination with any other marketing system, method or programme other than those offered by the Company.

C. A Distributor shall not solicit or encourage a current or future Distributor or Customer to participate in the Company programme in any variant of the Compensation Plan other than that defined in the Company documents.

D. A Distributor shall not request or encourage a current or future Distributor or Customer to purchase or pay a third party as a condition of participating in the Company’s Compensation Plan programme, other than as a condition of naturally building their business.

E. Some cities, counties, landlords, have enacted rules regarding home-based business. In most cases these rules do not apply to the Distributor because of the nature of the business. However, Distributors should check their local municipal by-laws, lease or co-ownership regulations.

F. A Distributor shall comply with national and local regulations in the conduct of their business.

3.7 Compliance with applicable tax laws

A. The "Company" issues invoices that are made available in the back office of each Distributor. The Distributor is personally responsible for tax and social security declarations in accordance with the regulations of their country of residence. For French nationals in Metropolitan France and the French Overseas Departments, there is a specific "VDI" (independent home sales representative) status. The Company complies with the rules in force for the above-mentioned countries and territories

B. A Distributor takes sole responsibility and agrees to pay all local and national taxes on any income generated as a Distributor, and releases the Company from any liability in the event of failure on their part to pay any taxes or charges due. In the event that an administration exercises a notice to a third party holder to obtain payment of taxes or social charges not paid by the Distributor, as well as any penalties, the Distributor undertakes, firstly, to reimburse the Company for any sums due by the Distributor as well as the interest due for the cash advance made by the Company and, secondly, expressly authorizes the Company to collect the sums due on the amount of commissions for which the Distributor is eligible in order to reimburse the debt.

3.8 One single XELLISS account per "VDI" Distributor, or self-employed individual

A. A "VDI" Distributor, or self-employed individual can only have one XELLISS account, consequently they cannot have another account either in "VDI" or "self-employed" status or in the form of a legal entity. If two or more accounts were to be opened or if these accounts have a history, regardless of their seniority or relevance, the Distributor shall choose to merge the accounts on the basis of the position deemed to be the most favourable. To do so, the Distributor shall send to the Company a registered letter with acknowledgement of receipt or an e-mail in order to make the choice of the account to be retained and the desired terms of merger. The Company will provide a written confirmation of the approved transaction and any necessary amendments and decisions in the event that the transaction reveals points of discussion

B. No XELLISS Distributor with "VDI" status may operate or receive commissions from more than one XELLISS account.

C. Members of the same family unit may each have a XELLISS account if, and only if, each position of a family member is directly linked to the first line of the family member who will have been sponsored. A family unit is defined by the spouse or partner with legal status as spouse and their children carrying out the XELLISS activity at the same address.

D. In the case of companies and legal entities in general: commercial entities with the status of legal entity may have a maximum of 2 XELLISS accounts.

3.9 Actions of household members or affiliated persons

If any of the Distributors of the same household engages in an activity and, by doing so as a Distributor violates the terms of the XELLISS Distributor Contract, then the Company may take disciplinary action against him/her. Similarly, in the case of a commercial entity of the association or company type, the partners, shareholders or members are all deemed to comply with the present terms and conditions.

3.10 Solicitation for other companies or products

A. The Distributor who resigns or is terminated will refrain from any misappropriation or poaching of Distributors or XELLISS Customers for a period of 180 days after having terminated their Distributor Contract or after the Company has terminated their Contract, which cannot be considered as a compensation measure in any litigation proceedings that may be conducted. Network marketing, multi-level marketing or relationship marketing are understood to mean all activities including those that do not compete directly with each other in terms of products or services, on the assumption that it is the notion of network construction that is predominant in this case.

B. The terms "diverting or poaching " means the act or attempt to solicit, recruit, encourage, or otherwise influence (directly or through the services of a third party), a Customer or Distributor for the benefit of another network marketing company or direct selling opportunity. Such conduct represents recruitment even though the Distributor's action is at the express request of a Customer or Distributor.

C. The Company does not therefore authorize the possibility for a Distributor to work for another network marketing or relationship marketing company. A Distributor may not present or promote the products or services of the Company in a sales document, website, sales meeting, and associate them with other products, whether competing or not, in order to avoid confusion and deception for other Distributors who may think that the said products and services are part of the Company offer and that there is a link between them.

D. A Distributor may not present a business opportunity, product or service of another company at a meeting organized by the network of the Company, a webinar, seminar or convention or immediately after a convention.

E. The violation of any of these clauses constitutes an unjustified and unreasonable contractual interference between the Company and the Distributor and causes irreparable harm to the Company. In such a case, the Company may, at its sole discretion, impose any sanction against a Distributor up to and including termination of the Distributor's membership.

3.11 Presentation of the Company’s business opportunity

A. When presenting the Company’s business opportunity to potential Customers or Distributors, a Distributor is obliged to comply with these clauses:

1. A Distributor must not misrepresent or omit major material points of the Compensation Plan.

2. A Distributor must clearly state that the Compensation Plan is based on the sale of products and services of the Company to end-Customers and on the basis of sales made by SPONSORED Distributors.

3. A Distributor must clearly state that success can only be achieved through substantial personal efforts, both in terms of training and learning, and in terms of concrete action in the field, with Customers and SPONSORED Distributors.

4. A Distributor must not make unauthorized income projections, claims or guarantees when presenting the Company business opportunity or Compensation Plan to prospects, Customers or future Distributors.

5. A Distributor must not make any claims about the products or services marketed by the Company except those contained in the official documentation of the Company.

6. A Distributor must not claim that the Company’s opportunity of the Company can be achieved without diligent involvement. Examples of misrepresentations could include:

● "The only thing you have to do is to buy products every month to stay active".

7. In an effort to promote good business practice, the Company has developed an "income tax disclaimer statement". The "income tax disclaimer statement" is designed to provide true, timely and complete information regarding the income that the Distributor may earn. In order to accomplish this objective, a copy of this "income tax disclaimer statement" must be presented to all Distributors in the recruitment phase, each time the Plan is presented or discussed with a prospect or each time a claim or presentation of earnings is made. The term "claim of earnings " includes, but is not limited to, the following:

"The average income for our best Distributors is 10,000 euros per month in the worst-case scenario and 30,000 euros for the best".

3.12 The terms and conditions of sale are governed by the Compensation Plan

A. The Company’s Distributors have the status of agents and promote the Company’s products via the sales site https:// XELLISS.com. The Company provides a sales price list. There is no assigned and guaranteed territory for anyone. No franchise fee is applicable to a XELLISS business.

B. The Company’s marketing plan is designed on the basis of sales to an end-customer. the Company encourages its Distributors to purchase stock that they and their families can consume, or will be used as demonstration products, or will be resold to Customers for final consumption. Distributors who do not wish to invest in a stock of products can use their online shop to promote the product to their prospects. No Distributor should ever attempt to influence any Distributor to purchase more products than they could use or resell to retail Customers in any one month

C. Buying products or causing products to be bought from SPONSORED Distributors for the purposes of reaching a certain rank and earning commissions is prohibited. The Company reserves the right to limit the amount of purchases you can make or have made, at its discretion, if it assumes that such purchases are made ONLY for the purpose of earning a rank, or additional commissions, rather than for retail or consumer purposes.

D. The Company recommends that a Distributor should not order additional products if they have not distributed at least 50% of their personal stock from the previous period.

4.1 ORDERS

4.1 General terms and conditions

A. Practices designed to mislead the Company or other Distributors, in order to receive commissions, bonuses and benefits on illegal bases, or that do not reflect good business practices and ethics, are prohibited. Such practices include, but are not limited to, the following:

1. The registration of individuals or commercial entities without their having read the Distributor Contract or the General Terms and Conditions of Distribution.

3. The registration or attempted registration of non-existent Distributors or fictitious Customers.

4. Purchasing products or services from the Company under another Distributor's account in order to qualify for bonuses and commissions.

5. Buying excessive amounts of products or services that cannot be used or resold within one month.

6. Or any trick or combination solely for the purpose of obtaining qualification, rank, bonus, commissions, or premiums, which are not obtained in good faith through the sale of products and services to end consumers. A Distributor shall not use another Distributor's or Customer's credit card or debit a checking account without the express written consent of the cardholder or account holder. This writing must be kept indefinitely in case of need by the Company.

C. A Distributor or Customer, who receives a defective order (error, damaged products, etc.), must notify the Company exclusively at support@XELLISS.com within 60 days following the occurrence of the incident. Beyond this period, any complaint may be declined by our customer service department.

D. In the event that the Distributor is not present at the time of delivery, the package will be delivered to a collection point. The Company declines all responsibility in the event that the Distributor, having been informed of the delivery to a collection point, has not collected the package.

Insufficient funds

A. Any balance in a Distributor or Customer account that shows a balance in favour of the Company may be subject to a deduction from the Distributor's bonuses and commissions.

B. All transactions involving insufficient funds or rejection, whether by credit card or direct debit, which are not resolved within a reasonable period of time (less than 60 days), may lead to disciplinary action.

C. If a credit card order or direct debit is declined the first time, the Customer or Distributor will be contacted for an alternative form of payment. If payment is declined a second time, the Customer or Distributor will be declared ineligible to purchase products from the Company or to participate in the monthly automatic delivery programme. Any repeated form of non-payment may result in the cancellation of the Customer or Distributor account by the Company, at its sole discretion.

4.2 Unclaimed order in collection point

When an order from a Distributor is not claimed at the "pick-up" collection point (in the case of depots in the West Indies, French Guiana or Reunion Island in particular, without geographical limits); the Customer or Distributor is the subject of a phone call and an e-mail message by the customer service department or the depot manager when the products are available, or become available again after a stock shortage. If the order is not claimed within three months after the products become available, this order will be considered as abandoned and will be cancelled without refund.

4.3 Tax and social obligations

A. The Distributor shall comply with all taxes and regulations governing the distribution of the Company’s products in the Distributor's country of residence

B. The Company will pay the taxes collected on sales in accordance with the tax system in force in the country concerned. The Distributor shall be solely responsible for the non-payment of its share of VAT, sales tax, social security contributions and other taxes, without this list being exhaustive.

C. Accounting obligations: The Company recommends that the Distributor contact an accounting professional or an approved business formalities centre in order to obtain an understanding of the relevant tax and social security obligations, along with the procedures for fulfilling said fiscal obligations. However, the Company updates the information available in the Distributor's back office in order to provide the Distributor with the rudiments necessary to understand the operation of their business from a social security and tax perspective.

D. Fight against fraud: The Company offers an e-wallet (electronic wallet) available to Distributors in order to facilitate commission transfers. Distributors must comply with the regulations in force in their country of residence and, in particular, declare all movements of remuneration. As a result, the Distributor must declare movements on this e-wallet to the relevant authorities. The Distributor will be responsible for opening a bank account in accordance with the legal conditions for opening and maintaining an account in force in their country of residence. the Company cannot be held responsible for the interruption of a credit card service offered by the e-wallet, or for its international policy, as the Distributor will always be able to transfer the amount of their e-wallet to a bank account in their name, in the name of their company, individual or company. The XELLISS partner bank service provider who manages the e-wallet will be able to offer payment cards bearing the XELLISS advertising brand. The purpose of this co-branding action is to constitute an advertising object for the cardholder. At no time does this advertising imply the ownership or responsibility of XELLISS in the management, use and operation of the card. In all cases, the cardholder must comply with the rules laid down by the supplier of this means of payment as well as contact the commercial and support services of this supplier for any current business.

5.0 COMMISION AND BONUS PAYMENT

5.1 Qualifications, bonuses, commissions, calculations and discrepancies

A. A Distributor must be active (as defined in the Compensation Plan) and in accordance with the General Terms and Conditions of Distribution in order to be eligible for bonuses and commissions. As long as a Distributor is in compliance with the General Terms and Conditions of Distribution, the Company will pay commissions to the Distributor in accordance with the Compensation Plan.

B. The Company may suspend the business and payment of commissions to a Distributor until it has received from the Distributor a contract signed by the Company or via an electronic authorization and the required administrative documents.

C. The Company reserves the right to defer to a later date any bonuses or commissions of which the amount is less than EUR 50.

D. A Distributor must check its commission statement every month and report any discrepancies within 60 days (sixty days) of receipt or availability on https://bo.xelliss.com. After this 60-day period no request for a recalculation of commissions may be processed.

E. For further information on the payment of commissions, please review the " Compensation Plan "

5.2 Adjustment of bonuses and commissions for returned products

A. A Distributor receives bonuses and commissions based on sales of products and services to Distributors or end-consumers through sales and products sold. When a product or service is returned to the Company for refund to an end-consumer or Distributor, the bonuses and commissions attributed to the returned products or services are then deducted from the bonuses and commissions on those sales. The deduction is made from the bonuses and commissions for the month in which the refund is made and extends to any subsequent period until the bonus or commission is refunded. This operation may impact the Points Volume awarded and, consequently, the qualifications that will have been attributed. Commission may therefore be deducted from the various possibilities offered (ranking bonus, team bonus, matching bonus) as defined in the plan.

B. In the event that a Distributor ceases their activity and business position, and that the bonuses and commissions on returned products are not recovered by the Company, their balance will be deducted from any sum due to the Distributor by the Company.

6.0 SATISFACTION GUARANTEE, RETURNED SALES AIDS, REFUND OF STARTER KIT

The Company offers a 100% money back guarantee to all purchasing Customers for a period of thirty days (30 days). If a Customer purchases a product or service and is not satisfied with the product or service, the Customer is entitled to a refund from the Company.

Upon cancellation of the Distributor Contract, the Customer may return to the Company all generic sales aids within three months of the date of cancellation of the Contract. This excludes, however, all printed publications (leaflets, business cards, brochures) or stamped publications containing the Distributor's contact details. Refunds can only be made if the products come from an order that was placed under the ID number of the Distributor concerned within 6 months prior to the date of cancellation of the Contract. Documents or sales aids will be refunded at 90% of their purchase value excluding VAT. Postage and logistics costs will not be reimbursed. The Company may deduct from the refund paid to the Distributor any commissions, bonuses, discounts, or other rebates including the value of products that were free in a pack received by the Distributor that are associated with the refunded products. Points Volume related to products and services that would be associated with a Distributor's refund will be calculated as a negative balance for the allocation of commissions and bonuses in the binary leg and direct upline.

6.1 Returns procedure

A. All returns, whether at the initiative of a Distributor or a Customer, must be made in the following manner:

1. To initiate a return, you must send an email to support@XELLISS.com for Europe. Send the products to the address provided by the Company’s Customer service department when you have obtained the return authorization.

2. Produce a copy of the original invoice with the returned products or services. Enclose the return authorization and the reason for the return.

B. All returns must be sent pre-paid, do not use "collect". the Company recommends returns by UPS, GLS, DHL or Colissimo International with tracking and declared insurance. If the products are not received by the Company or in its distribution centre, it is the responsibility of the Customer or the Distributor to track the transport; as long as the products are not duly delivered and registered as such, no refund will be made.

C. The return of more than 500 euros of products accompanied by a request for reimbursement within a period of 6 months may constitute grounds for cancellation of the Distributor's Contract.

7.0 MEASURES TO PRESERVE CONFIDENTIALITY

7.1 Introduction - Definitions:

This provision is mandatory to preserve confidentiality and to ensure that all Customers and Distributors understand and adhere to the basic principles of confidentiality. The General Data Protection Regulation (GDPR) came into force on August 1, 2018. The geographical scope concerned is the European Union, although data may be processed outside the European Union. the Company complies with the GDPR and is in compliance internally and externally for data protection; this approach is subject to regular monitoring and audits; Please note the following definitions:

● "Personal data" means any information relating to an identified or identifiable natural person. Identifiable by name, number, location data, or by an element specific to their physical, physiological, mental or economic identity;

● "Processing": any operation or set of operations carried out on personal data or sets of personal data (collection, recording, organisation).

The Company undertakes to process data in a lawful, fair and transparent manner with regard to the person concerned. The data is collected solely for the purposes of the Distributor's business. Under no circumstances shall an access code or login password be transmitted to a third party without the express written consent of the person concerned. The data is kept regularly updated and processed in accordance with the GDPR. The Company implements all measures to protect and safeguard information within its computer system.

A. The Company recognises and respects the importance that Customers and Distributors place on the protection and privacy of their financial and personal information. Accordingly, the Company will make reasonable efforts to safeguard the privacy and maintain the confidentiality of non-public personal, account and financial information. For more information about the Company’s approach to privacy, please refer to the confidentiality clauses on our website www. XELLISS.com

B. The registered Distributor has the absolute right to delete personal data concerning themselves as soon as the contractual relationship no longer exists between them and the Company. The Distributor also benefits from the right of portability. (The right of portability offers individuals the possibility to retrieve part of their data in an open and machine-readable format. They can thus easily store or transmit the data from one information system to another, with a view to reusing it for personal use). In addition, there is a right of limitation; by signing the Distributor Contract, the Company collects your explicit consent and you authorize the Company to provide your name and contact information to your SPONSOR Distributors exclusively within the context of the XELLISS business activity. A Distributor so designated agrees to maintain the confidentiality and security of such information and to use such information only in connection with the XELLISS business.

C. The Company acknowledges your right to information in the event of a breach of personal data. Likewise, the Company refrains from any statistical research with a view to discrimination or "profiling".

7.2 Employee access to information

The Company limits the number of employees who have access to the non-public information of Customers and Distributors in accordance with the General Data Protection Regulations.

7.3 Restrictions on the disclosure of account information

The Company does not share non-public information or financial information about current or former Customers or Distributors except as required or permitted by law, regulation, court order, or for the exclusive purpose of strengthening the Distributor's rights hereunder or serving its interests. The Company shall not disclose or sell any information concerning Customers or Distributors.

8.0 OWNERSHIP OF INFORMATION AND TRADE SECRETS

8.1 Business reports, lists, and property information

By completing and signing the XELLISS Contract, you acknowledge that business reports, consumer and Distributor lists, contact information, and any other information containing financial, scientific, and other data are the exclusive property of the Company and are by nature considered confidential. Such information, know-how, procedures, and contents are professional secrets to which the Distributor is required to adhere.

8.2 Confidentiality obligation

For the duration of the Contract with the Company, and for a further 5 years beyond this period (after termination or resignation) between you and the Company, you shall not:

●Use the know-how or methodology for purposes of competition with the Company.

●Use or share with anyone information contained in the Company’s official documents and any other documents kept confidential;

8.3 Infringements and remedies

The Distributor acknowledges that this ownership of information is of such a nature that it is unique and breach of the confidentiality clause will cause irreparable damage to the Company and to the independent businesses associated with the Company (the other Distributors). The Company or the aggrieved Distributors of the Company shall be entitled to sue and be sued by any Distributor who violates this provision by any action to enforce their rights as defined in this section. The defendant shall be responsible for all defence, legal and other expenses relating to such actions.

8.4 Return of material

At the request of the Company, a current Distributor, who has been struck off the register or who has resigned, may be required to return all statements, lists and copies of all reports to the Company and to any person who has had this type of information in their possession;

9.0 ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES, COPYRIGHT

9.1 Labels, packaging, product display

A. A Distributor of the Company may not re-label, modify the packaging, refill, or alter the label of the Company’s products, services, information, educational or informational materials in any way whatsoever. The products and services of the Company may only be sold in the Company's original containers. Such relabelling or repackaging violates the law, and the Distributor may be subject to criminal and civil liability.

B. A Distributor must sell the Company’s products and services and display the Company’s trade name in appropriate media (such as trade fairs) by adhering to the following policy:

It is up to the Distributor to check with the person in charge of the event that there is no other Distributor involved. With a view to promoting their activity, the Distributor may apply to the Company to rent a stand at the fair at their own expense, either free of charge or for a fee. The customer service department will take this Distributor's request into consideration; only one Distributor will be authorized per event. Please note that a Distributor with "VDI" status can only sell at home, consequently the regulations do not permit them to sell at a trade fair. The Company declines all responsibility in this case, even though it has been informed of the participation in the trade fair as it is the responsibility of the Distributor to comply, as an independent seller, with the rules and obligations incumbent upon them under their fiscal and social status. Distributors with self-employed or company status can sell at a trade fair. All posters, tents, tablecloths, flags, or other event displays must follow the instructions and the graphic charter of the Company; communication materials for events can be purchased from the Company.

9.2 Use of the Company name

A. A Distributor must safeguard and promote the good reputation of the products and services of the Company. The Distributor's marketing and promotion of the Company, its business opportunity, Compensation Plan, services and products of the Company shall be free from conduct or practices that would be disappointing, discourteous, unethical, deceptive, or immoral.

B. All promotional materials and aids provided or created by the Company must be used in their original form and may not be changed, amended or altered without the prior permission of the Company’s marketing department.

C. The Company’s name, each of the names of its products or services, or any other names that have been adopted by the Company in connection with its business, are trade names, trademarks, products or services generating commercial property. In this respect, these names are very valuable to the Company and are provided to Distributors for their use in a specific and expressly authorized context.

D. The use by a Distributor of the Company’s name is restricted to protect the proprietary rights of the Company, to ensure that protected names are not lost or compromised in unauthorized use. The use of the Company’s name on any non-product item is prohibited except in the following cases:

The logo is not authorized on documents and business cards unless it includes the mention "Independent Distributor" in the logo.

E. Other procedures in relation to the use of the Company’s name. All letterheads, envelopes, business cards, which bear the Company’s name or logo, must be approved by the Company’s marketing-compliance department. Distributors must not use the name XELLISS when answering the telephone, during an answering machine message, in such a way as to give the impression that the caller is in the presence of the Company. The Distributor may, under no circumstances, use the addresses, logos and official documents of the Company on a website.

F. The Distributor who creates their own sales tools must submit them to the Company for prior authorization for any use. The Company approves or rejects at its sole discretion any sales tool proposed. The Company may revoke any previous approval. It may then ask the Distributor to remove, at their expense, a previously approved sales tool, whether graphic or digital.

● Advertising: Distributors may advertise using the following media: newspapers: publication of a general business opportunity advertisement in the advertising section of a local newspaper, provided that the advertisement complies with local laws and regulations.

● Fairs, barter, etc. A Distributor is not authorized to sell or promote the products at markets, flea markets, fairs, barter or any other similar gathering regardless of its legal status

The Distributor may not sell or promote the sale of the Company’s products on websites that use auction selling/buying techniques (e.g. eBay, Amazon).

Use of websites: The Distributor may not, under any circumstances, under penalty of Contract termination, sell via a shop site, or via a merchant site, or any other site that connects Customers via the Internet. The promotion of products on the Internet can only be made on a website approved by the Company. All merchant sites created by Distributors on search engines are unauthorized. The Distributor will only use the link of the shop or, where applicable, the mini-site that has been allocated to them.

Social media networks: on social media, the Distributor will only be able to promote their online shop provided by the Company. Please note that the Distributor undertakes not to use a referenced link (SEO), nor a paid campaign for optimised internet positioning (SEA) using the names and brands of the Company whether or not they are attached to its distribution brand. The independent XELLISS Distributor is not authorized to mention the brand and its constituent elements, logos, brand products on social media platforms such as Facebook, YouTUBE, Instagram, Linkedin etc. without prior authorization from the marketing department. It is authorized to present itself as an "Independent XELLISS Distributor" and only use their XELLISS online shop.

G. Certain photos and graphics used by the Company in its advertising, packaging and website are the result of contracts for payment with suppliers who do not extend the service to other persons, including Distributors. If a Distributor wants to use these photos or graphics, they must ensure that they can obtain the rights to do so from the Company’s marketing department.

H. A Distributor of the Company must not appear and make any use of television, radio, or any other media (YouTube etc.) without the prior written consent of the communication manager of the Company.

I. The Company reserves the right at any time to revoke its initial Contract to provide promotional sales assistance, in order to comply with rules that may have changed, requiring the withdrawal of such materials without compensation to the Distributor.

J. A Distributor must not promote products or services, which do not originate from the Company, on the same advertising medium (website, advertising) without the Company’s prior written consent.

K. XELLISS SA distributes personal wellness products, which are neither intended to make diagnoses nor to cure any pathology. Consequently, statements (which include personal testimonials) highlighting the therapeutic or curative benefits or particular properties of any product of the Company, cannot be made outside the terms used in the official documentation of the Company, whether written or digital.

In particular, no Distributor may make any representation regarding the properties of any of the Company’s products with respect to the cure, treatment, diagnosis, mitigation or prevention of any disease. Such statements may be perceived as medical or pharmaceutical claims. Not only are these clauses in violation of the Company’s General Terms and Conditions of Distribution, but they also constitute a violation of the laws and regulations in force. As a Distributor, you should only make the claims or statements contained in the official documents of the Company. Any medical or therapeutic claim regarding a dietary supplement or superfood is strictly prohibited and cannot be tolerated. Personal health testimonials about the Company's products that are posted on forums, websites, social media platforms are considered to be forms of advertising by the Company under the law. Consequently, the Company prohibits any such form of communication on the above-mentioned media. A Distributor must understand that they endanger other Distributors and the Company by using a communication that is prohibited. Even if the facts may have given reason to a person to express themselves on the benefits of the Company’s product(s), even if they are the cause of a sense of well-being or recovery, the communication is nonetheless illegal and may lead to sanctions both by the judiciary and by the Company, which may order the Distributor to be struck off the register.

10. ASSIGNMENT OR TRANSFER OF THE XELLISS DISTRIBUTOR CONTRACT:

The XELLISS Contract is personal, or "intuitu personae", it is therefore constituted by the fact of the individual or legal entity and cannot be assigned or transferred without the express agreement of the Company.

1. Marriage.If two Distributors marry under the regime of separation of property or legal community under French law, they may retain their respective Contracts. They may combine their two accounts by applying to the Company.

2. Divorce. When a married couple, both of whose names appear as Distributors on the Distributor Contract, separate or divorce, the Company shall continue to pay the earnings due under the Compensation Plan in the same manner as before the divorce or separation, until the Company receives a certified copy of the enforceable divorce decree or other court order directing payments and/or assignments of rights under the Contract. Where the court orders a change of ownership, the spouse remaining as Distributor must provide an amended Distributor Contract. Under no circumstances will the Contract be shared.

3. Death and succession.In the event of the death of the Distributor, the Contract shall be assigned to the legal successor under the Distributorship (meeting the conditions set out in the Contract) in accordance with applicable law. The Company requires certified copies of the death certificate, as well as a notarised certificate or a court or tribunal order or any other appropriate legal document. Successors and beneficiaries must provide an amended Distributor Contract. The Company reserves the right to make payments to the estate of the deceased Distributor upon receipt of the notice of death. If the legal successor wishes to terminate the account, a written and signed request for termination must be submitted together with adequate legal documentation proving the death. If the legal successor under the distributorship is personally a Distributor, the Company will assign to the legal successor the multiple beneficial interests under the General Terms and Conditions of Succession Distribution for a maximum of six (6) months. Within this period, the Distributor must have sold or otherwise relinquished either the distributorship originally belonging to the Distributor or the distributorship inherited by the Distributor. The Company may exercise a right of pre-emption in the event of death in order to preserve the interests of all Distributors and, in particular, when a question of leadership is at stake. In this case, the amount of the transaction may not exceed one year's commission calculated on the average of the last two years.

4. Assignment of an account to a third party:Any Distributor may assign their position to a non-distributing third party provided that they make a request to the Company, which reserves the right to authorize or not to authorize such assignment. This transfer may take place free of charge or against payment, within the framework of the free contractual consent of the parties. The Company may exercise a right of pre-emption in the case of an assignment. In this case, the amount of the transaction may not exceed one year's commission calculated on the average of the last two years:

11. OBLIGATION TO RESPECT THE DISTRIBUTION CHANNEL OF RELATIONSHIP MARKETING:

The Distributor is prohibited from exhibiting or selling the Company’s products in commercial premises (shops, boutiques, fairs, markets, exhibitions). The Distributor is not authorized to sell the products or to promote the commercial opportunity in retail establishments. In a retail establishment, it is permitted to place a display with one example of each product or several images of said products, but only for advertising purposes. No products may be sold on the premises of the retail establishment. No retail establishment may display or advertise products in a manner that is visible from outside the shop.

No banner advertising of products or other sales aids shall be displayed in public view in a manner that would attract the general public to enter the service establishment. Occasional displays to inform about the qualities of the products are nevertheless permitted.

During the term of this Contract, the Distributor will refrain from any practices aimed at poaching or diverting the distribution network of the Company to other network marketing companies. The Distributor may not use the Company’s distribution network to promote the products or services of other network marketing or training companies, for example at presentation meetings, company conventions, or events related to the promotion of the Company’s products and services.

The Distributor may not enter into other distribution contracts with a company distributing a range of products and/or services if that company uses network sales, whatever its sector of activity, whether or not it is a direct competitor, without the prior written agreement of the Company. The Distributor may not, directly or indirectly, sell or promote products supplied by the Company through any person or entity other than that expressly designated or approved in writing by the Company.

In addition, during the term of this Contract and after its termination, the Distributor may not establish a direct marketing relationship with any supplier of products and services of the Company. During the execution of this Contract and after its termination, the Distributor shall not, for any reason whatsoever, disclose to any third party or use for their personal benefit any information entrusted to them by the Company. The Distributor shall also refrain from carrying out actions of an unfair nature towards another company, including misappropriation of the Distributors of another company. Any violation of this commitment and of this condition may result in the immediate suspension of this Contract or, after the end of the Contract, in a claim for damages.

12. NETWORK SUPPORT AND TRAINING:

The Distributor may introduce new Distributors to the Company with the aim of establishing a distribution network. the Company then implicitly entrusts the Distributor with training, leadership, coaching, support, motivation and personal development. In this respect, the Distributor must personally train and lead this group of Distributors, and may then be entitled to remuneration in the form of commissions on the volume of business in points volume as well as on the volume of business of the Distributors that they present to the Company. It is understood that this role of sponsor and the volume of business in points volume achieved by the sponsored Distributors cannot in themselves justify the payment of remuneration if the sponsor does not personally train and support the sponsored Distributors, without however there being a hierarchical relationship between the latter and the sponsor, as is the case between the sponsor and the Company. The conditions and rules of attribution are described in the Compensation Plan. In order to be eligible for these commissions, the Distributor must generate a minimum volume of business and network activity as defined in the Compensation Plan. Failure to meet this minimum threshold will result in ineligibility for this remuneration.

The Company distributes products for personal wellness, which are not intended to diagnose or cure any pathology. The Distributor undertakes to present the products using only the terms contained in the official documentation made available to them, both in printed and digital form by the Company. If Distributors use promotional literature, it must be marked "Independent Distributor", otherwise they will be deemed to be contrary to the Company’s communication policy. Any proven breach of this rule is grounds for immediate termination of the Contract between the Distributor and the Company.

Ethics:Within the framework of the sale or promotion of the products and/or services of the Company, the Distributor shall conduct their business in compliance with the law, ethics and morality, and shall refrain from making any false or misleading statement concerning the relationship between themselves and the Company, or concerning the products. The Distributor conducts their business in accordance with a duty of loyalty to their Customers, other Distributors, the authorities and the Company itself. Any failure to comply with the legislation, regulations, ethical provisions and rules of the Company may lead to the termination by the Company, without notice, of this Contract.

Non-discrimination: In accordance with the regulations in force and in accordance with civil and professional ethics, the Distributor conducts sales and entertainment activities with third parties without any consideration of sex, real or supposed belonging to a race, ethnic group, religious or spiritual group, or political opinion. In particular, the Distributor undertakes to inform the Company of any action contrary to this provision of which the Distributor becomes aware in the course of their activity. The Distributor undertakes to execute the Contract in compliance with the ethical code of direct sales, the code of conduct for direct sales companies, as well as the obligations of direct sales companies as defined by national and European trade union bodies. We take as a reference the rules laid down by SELDIA, the European direct selling trade union.

The Distributor undertakes to communicate to the Company any criminal offence of which they may become aware in the course of their activity.

In all other cases, a Distributor who wants to change lineage will have to wait a period of 6 months (180 days) after the date of termination before re-registering with another Distributor. During this time, they will lose any benefit of the position and rank previously attained.

Error of order attributable to the Distributor or wrong information regarding delivery:

In the case of an order error attributable to the Distributor, or in the case of incorrect information concerning delivery (catalogue error, incomplete address, etc.), the Distributor will be charged a service fee of 25 euros (excl. VAT) plus re-delivery costs.

13. TERRITORIES OF ACTIVITY:

The Distributor is free to operate in all countries that are officially open to distribution with the possibility of network development, as well as to ship goods to countries where network distribution is not yet open and where consumers can order via the e-shop. In this case the information is given by the Distributor's back office and via the e-shop. In all other cases, the Distributor is asked to refrain from trading with unopened countries and may be held responsible for the failure of the Company to enter a market which would have been the object of unauthorized individual actions and which would be detrimental to the Company. Except in specific cases, the Compensation Plan applies to all open countries without restriction. This means that a Distributor from any of the open countries may sponsor a Distributor from another open country in accordance with the laws and regulations of that country and the contractual specificities that the Company should have in a given territory. The Company reserves the right to temporarily or permanently close the delivery of products in a country if socio-economic or political conditions are unstable or if there is a risk of war, riots, epidemic, or danger.

14. EXCLUSIVE RIGHTS OF THE COMPANY:

The Distributor shall not photocopy or reproduce any material provided or acquired by the Company without the written consent of the Company. Any unauthorized use of any exclusive right shall constitute a violation of the law, and shall provide grounds for termination of this Contract by the Company.

15. REPRESENTATION OF THE COMPANY:

The Distributor shall refrain from speaking on behalf of the Company, or about its products or services, through interviews or articles on television, radio or in any media, print or otherwise, except with the prior written consent of the Company.

16. OBLIGATIONS OF THE COMPANY:

The Company communication system includes all communication methods used by the Company to communicate at any time with the Distributors, including, but not limited to, the website "https://bo.XELLISS.com" or https://XELLISS.com for Distributors, e-mail, telephone, fax, newsletters and/or regular mail.

The Company undertakes to honour the Distributor's orders within the territorial limits in which it develops its activity, and subject to available stocks, and to apply the current Distributor price list; the Company is not responsible for delays or non-deliveries due to force majeure. In addition, in accordance with Article L.121-15 of the French Consumer Code, the Company undertakes to take back, under the terms of the purchase, upon termination of this Contract, stocks of goods intended for resale and unsold goods acquired during the last 12 months, up to 90% of the actual purchase price. The price is payable in cash, in full on the day of delivery of the products and as indicated on the invoice given to the Distributor. The products remain the property of the Company until full payment of the price.

The Distributor is an agent using an online shop. As such, they undertake not to build up a stock, knowing that the Company encourages working on a just-in-time basis via the Distributor's mini-site.

In consideration of their execution in accordance with the provisions of Article 2 (Obligations of the Distributor) and after they have been justified, the Company undertakes to pay monthly to the Distributor, in accordance with the terms of the Compensation Plan, the bonuses and the corresponding remuneration in the form of commissions calculated on orders successfully completed and effectively paid to the Company in accordance with the rules of the "Compensation Plan" in force at that date, less any sums that the Distributor may still owe to the Company for any reason whatsoever. In order to earn commissions, the Distributor will need to focus on selling products to Customers. The Company may revise its commission rates for products that are on promotion or that are priced on a negotiated basis. The Distributor expressly authorizes the Company to deduct any commissions or bonuses that are related to a debt owed by the Distributor to the Company.

The purpose of the computerised processing of the personal data collected is the management of the contractual relationship between the Distributor and the Company and not for commercial re-use. The information requested is obligatory; if there is no reply, the request cannot be processed. This data will not be transferred to a non-European Union Member State. In accordance with the General Data Protection Regulations, you have the right to access, rectify and, subject to the legal provisions applicable to the matter, delete data concerning you, the data controller being the Company at the address of its registered office. Within the framework of their sales prospecting activities, the Distributor undertakes to comply with the French Data Protection Act No. 78-17 of 6 January 1978. The Company sets up information systems in compliance with the legislation in force within the framework of the General Data Protect Regulations. Customers, Distributors, suppliers and partners registered on the databases of the Company are administered in accordance with these regulations.

Consequently, the Company may not under any circumstances communicate personal or technical information (ID, passwords, e-mail address, telephone, commissions, orders, etc.) without the prior express written authorization of the owner of this information.

17. REASONS FOR TERMINATION OF THE CONTRACT

This Contract may be terminated immediately by the Company at its sole discretion in the event of a breach of any of its terms.

In the event that the Company terminates the Contract for any reason other than breach and/or non-compliance with the terms of the Contract, written notice shall first be given to the Distributor. The notice period shall commence with one calendar month for the first year of operation and shall be increased by one calendar month for each year of operation up to a maximum of 3 months. The Contract shall then be terminated automatically without notice or formality, or compensation of any kind, in one of the following cases:

- misrepresentation, in particular as to the fact that the Distributor is free of any commitment whatsoever

- non-respect of the rules of conduct and ethics, the code of ethics for direct sales or the charter for network direct sales companies, death, physical or mental incapacity of the Distributor, change or cessation of the Distributor's activity.

● unauthorized transfer of the effective management of their business to a third party, transfer or lease of their business, or of all or part of the rights and obligations arising from their distribution authorization,

● state of cessation of payments, filing for bankruptcy, judicial liquidation, receivership, appointment of a provisional administrator, subject to the legal provisions that may apply in such a case,

● conviction for any offence likely to harm the development of its business or the reputation or image of XELLISS or its sales network,

● non-payment by the Distributor of the annual flat-rate fee or of an order placed by the Distributor

● exercising of a competing or similar activity without the agreement of the Company.

18. TRADEMARKS

Distributors are not authorized to use the current or subsequently acquired trademarks or any ambiguous variants of its trademarks in such a way as to cause confusion, error or fraud regarding the origin of the goods or services advertised. The Distributor is not authorized to use the trademarks of the Company or any close or ambiguous variations thereof (e.g. XELLISS, N4E, NaturaBlue, etc.) in a company name, an e-mail address, an Internet domain or sub-domain name, a telephone number or any other address or title. The Distributor agrees to immediately return to the Company any registration of names, trade names, trademarks or Internet domain names belonging to the Company and registered or protected in violation of this policy. The provisions of this section remain in force after the expiry of the Contract. Distributors are not permitted to use the trademarks of the Company on unapproved sales tools.

19. GENERAL PROVISIONS

No guarantee of income:

The Distributor acknowledges that no guarantee of income or assurance of profit or success has been given. No representations have been made by the Company or any sponsor as to guaranteed profits or guaranteed projected revenues from a Distributor's efforts. The Distributor makes no statement, directly or indirectly, that anyone can or will earn any amount, net or gross, or that it is easy to obtain or retain the sponsorship of another Distributor, or that any or all of the other Distributors will be successful. The Distributor commits to the following:

● to not imply that Distributors' commissions are guaranteed or obtained without work.

● to not make any promise of illusory gains and not to present network development as merely an increase in membership and income.

Modification, amendment:

1. The Distributor acknowledges that the Contract shall not be modified or amended except in writing signed by the Company. 2. Each party acknowledges that, in entering into this Contract, they are not relying on any declaration, promise, commitment, guarantee or other indication (written or oral) of any kind whatsoever, which is not contained in this Contract (any conditions, guarantees or other provisions arising from a legislative text being therefore excluded to the fullest extent permitted by law) 3. If any provision of this Contract is held by any competent authority to be invalid or unenforceable, either in whole or in part for any reason whatsoever, the validity of the remaining provisions or parts thereof shall not be affected thereby.

Exclusive Rights: The Distributor acknowledges that the Company expressly reserves all exclusive rights regarding the corporate name, logo, trademarks, services and elements protected by copyright ("exclusive rights"). The Distributor is granted a non-exclusive licence during the term of this Contract in relation to using the exclusive rights of the Company in any form, other than as authorized in writing by the Company or in connection with advertisements or materials.

20. LEGAL PROVISIONS

The Distributor acknowledges having read and fully understood the registration form (Application for Distribution Authorization), whether in paper or electronic form, and the Compensation Plan as well as these General Terms and Conditions of Distribution. Each of these separate documents having been expressly incorporated herein in its present form by this reference and constituting the entire Contract between the Company and the Distributor. The Distributor further acknowledges that the Company reserves the right to modify, at its sole discretion in order to respond to economic changes in the market, changes necessary to sustain the business and at any time, these General Terms and Conditions of Distribution and the Company Compensation Plan, as well as its other documentation and recommended public retail prices of products, by written communication addressed to the Distributor through the Company communication system, provided however that the Company notifies the Distributor in writing with a notice period of 1 month. The continuation of the Distributor's activities with regard to the sale of the products, the commercial opportunities offered by the Company, or these two aspects together, after notification of any revision of this Contract, the General terms and Conditions of Distribution and the Compensation Plan shall constitute agreement on their part on these revisions and shall have the effect of modifying, with the effects of rights binding on the parties, the General Terms and Conditions of Distribution and the Compensation Plan. If information provided to the Distributor by persons other than the Company, including the sponsor or other Distributors of the Company, concerning the Company, its activities, the status of Distributors and other matters, is inconsistent with or contradicts the terms of this Contract (including the General Terms and Conditions of Distribution of the Company), the terms of this Contract shall prevail. For the purposes of this Contract, the address of the Distributor indicated in the Application for Distributor Authorization or, when available, on the online electronic form, shall be deemed to be the correct address of the Distributor until changed by written notice to the Company.

The General Terms and Conditions of Distribution, the Compensation Plan and the Rules of Procedure together form a single Contract between the Distributor and the Company and cannot be separated. The Company reserves the right to make any changes it deems useful or necessary, it being understood that the subsequent renewal of the Contract shall be deemed to be acceptance of the changes previously made. The fact that one of the parties has not, at a given time, requested the execution by the other party of the provisions of this Contract shall in no way affect that party's right to exercise recourse in the event of any failure to comply with the provisions of this Contract and may not be interpreted as a waiver of the right to object to any continued or subsequent failure to comply with these provisions. This Contract shall be governed by and construed in accordance with the laws of LUXEMBOURG and shall be interpreted in accordance with its provisions. For disputes concerning European residents (with the exception of French residents in the territory of Metropolitan France or Overseas Departments), CIS residents, African nationals, the parties hereby irrevocably accept the exclusive jurisdiction of the Commercial Court of Luxembourg for any dispute arising hereunder or from any other contractual relationship between the parties hereto.

For French nationals and residents residing in Metropolitan France or the French Overseas Departments, the parties hereby irrevocably accept the exclusive jurisdiction of the Commercial Court of Paris for any dispute arising hereunder or from any other contractual relationship between the parties hereto.