DEFINATION OF TERM USED

Multi-level sales participant (“Distributor”) or MELILEA Entrepreneur (ME) is an individual with a Multi-Level Sales Contract in force with the Company. Distributors  mentioned in the Operational Rules include qualified Stars Leaders under the conditions set forth in the Compensation Plan.

The Company is Melilea International VietNam Company Limited (“Melilea”), business tax code 0104763704.

Multi-Level Sales Contract (“Contract”) is a written agreement of participation in a multi- level sales network between Distributor and Company

Rules and Regulations are rules governing Distributor’s behavior when participating in multi-level sales business in the Company’s multi-level sales network and process and procedures.

Business Plan: used to determine commissions, bonuses and other economic  benefits  that Party B receives from the results of their sales and other Distributors in their network.

Multi-Level Business Goods List: is a list of business products by multi-level mode  of Party  A that has been notified to competent state agencies in accordance with the law.

A Sponsor of a Distributor is a Distributor who introduced him or her to sign a Multi-Level Sales Contract with the Company.

1. Becoming A MELILEAENTREPRENEUR (ME)

1.1 This Rules and Regulations applies to all MEs of the Company. All MEs are bound by the terms and conditions appearing in all the Company Ddocuments which cumulatively shall be called the ‘Terms and Conditions’. They encompass and apply to all the  terms and conditions contained  in  the  ME’s  Application  and  Agreement,   Business   Manual,   Business   Plan,   Multi-Level Business Goods  List, which are registered or notified to the competent authority according to regulations of the Law.

The Company reserves the right to amend and supplement the Documents at any time, the amendments will take effect when approved by competent state agencies  and  publicly  available at the headquarters, branches,  Representative  office, business location and website   of the Company. If disagree with these amendments, the Distributor has the  right  to request termination of the Agreement within 10 working days from the publication of such amendments or supplements; The termination of the Contract shall  be made  in accordance  with the policies and contents specified in the Document prior to amendment and supplement. After this time limit, if the Distributor does not require termination  of  the  Agreement,  it means that the Distributor agrees with such amendments and supplements.

1.2 In order to become an Official Distributor (ME) of the Company, applicants need to submit a Contract (“Contract”) to the Company. The Contract must be completed and if necessary, the applicant must provide proof of residency. An incomplete Contract or inaccurate or inaccurate or improper information of the Contract form published by the Company in each country shall be deemed invalid.  Distributors must provide the Company with a bank account number for   the Company to pay commissions, bonuses and economic benefits in cash as required by law. Changes to information must be notified to the Company immediately. In addition there is no other payment.

1.3 Individuals who register to become Distributors – ME (“Candidates”) of the Company must  meet the following conditions:

1.3.1 Applicants must be individuals with full civil act 1.3.2 TheCompany does not sign a Contract with a person belonging to one of the following subjects:

1. 1. Persons who are serving imprisonment penalties or have a criminal record of crimes of producing,  trading in counterfeit goods, producing and trading banned goods, misleading advertising, deceiving customers, fraudulently appropriating  property  and  abusing  trust the appropriation of properties, illegally seize  properties,  violate  the regulations on business in the multi-levelmode;

   2. Foreigners who do  not have a work permit in Vietnam issued by a competent agency, unless exempted by law;

   3. Multi-level marketing participants who have been sanctioned for violating the  following  regulations and have not yet expired shall be regarded as having not yet been administrativelyhandled:

      1. Ask others to deposit or pay a certain amount to sign the

      2. Providing false or misleading information about the benefits of participating in multi-level marketing, features and  utilities of  goods  and activities of multi-level marketing businesses;

      3. Organizing multi-level business seminars, conferences and training courses without the written authorization of multi-level selling

      4. Enticing,  inducing or bribing other multi-level marketing participants of other enterprises to join the network of enterprises they are participatingin

      5. Taking advantage of positions, powers, social and professional status to encourage, request, entice, induce other people to participatein the multi-level sale network or to buy multi-level marketing goods

      6. Perform multi- level sales activities in localities where enterprises have not  been  granted certification of registration of multi-level sale activities inlocalities

      7. Organizing conferences, seminars, training courses and introduction of business activities according to their multi-level mode or of other organizations and individuals without having been granted certificates of registration of multi-level marketing

      8. Participating   in activities of organizations and individuals trading in multi-level modes,  which have not yet been grantedmulti-level sale registrationcertificates

   4. Individual who used to be a partnership member with respect to the partnership, the owner of the private enterprise or one-member  limited  liability company, member of the limited liability company with two members or more, founding shareholders for  joint stock companies, legal representatives of enterprises have been revoked  certificates of registration of multi-level selling activities in accordance with Decree 42/2014 / ND- CP dated 14/5/2014 of the Government on the management of multi- level marketing activities and the Government’s Decree No. 40/2018 / ND-CP dated March 12, 2018, on management of multi-level business activities.

   5. Cadres and civil servants in accordance with the law on cadres and civil

1.3.3 Do not have a spouse who is a  Distributor in the multi- level sales network of another multilevel sales

1.4 Company has the right to accept or deny any Contract without giving any reasons.
1.5 A married couple can sign a Contract together. If both are Distributors of the Company before marriage, they may decide to choose to operate under a Spouse’s Distributor code, or continue to operate independently under 2 numbers with Initial Sponsor. The condition of application is that the Distributor code must be

Distributors must not support their spouses to commit violations of the Code of Conduct and the laws regarding the Company’s business activities. The Company reserves the right to terminate the Agreement if the Distributor breaches this provision.

A couple who operates under a Distributor code will have one person acting as the Distributor – the only person who has the right to represent the other to make decisions about the Contract (including performance  of any agreement)  or any other matter  in  relation to the Company and the Company accepts only the decisions and instructions of the primary Distributor on matters relating to the Contract or Company. However, the main Distributor  must be responsible for the actions or omissions of any Distributor entering  into  the Agreement. All commissions, bonuses, economic benefits generated by  the  Joining  Person will be paid to the main Distributor

1.6 The Contract is valid for 12 months, starting from the date of signing. The Contract may be renewed annually for a period of 12 months.  The extension must  not be automatic and must   be performed no later than three (3) months before the expiry of the contract. The Company reserves the right at its sole discretion to approve or deny any extension. Renewal is not  charged. In the event of an extension, the Agreement will be terminated on the expiry date  of the Contract. In this case, the Distributor is not entitled to trade any  of  the  Company’s  products in any way.

1.7 An individual may only own or operate under ONE Distributor’s code at any time and is not entitled to profit (directly or indirectly) from another Distributor’s Agreement in the

1.8 The Distributor of the Company is an independent contractor / trader, and must not and cannot introduce himself or herself as an  employee, partner, agent, franchisor, joint venture, or representative of the

1.9 In order for the Company to support the Distributor and to enhance the Company’s reputation, Distributors allow the Company to exchange and disclose confidential information and / or personal information related to Distributor to Companies in the Group and its affiliates, Company Distributors, Corporate Lifestyle Magazine, website and government agencies or regulatory agencies as required or required by law. The Company may exercise this right even  if the Distributor has terminated its operation. All information belongs to the  Company and  may be published without being prevented or prevented from Distributors.

2. General instructions for Distributors
2.1 Consumer prices for all of the Company’s products are specified in the Multi-Tier Business Merchandise List and no Distributor is allowed to sell higher or lower prices to customers.
2.2 Distributor’s act of discount, price increase and /  or cross-sponsorship is against the rules and may result in termination of the Agreement with that Distributor. The Company will conduct an investigation when receiving petitions and complaints. When a petition is proven to be correct, the Company may take the following measures:
2.2.1 A Sponsor Distributor of an individual who is a Distributor under another Sponsor or sponsoring a Spouse of a Distributor may be subject to  severe warning or even terminate the Agreement. All related Distributors will be transferred to the original Sponsor /branch
2.2.2 All commissions, bonuses, economic benefits paid by Distributor’s violations will be
2.2.3 In the event of a warning, the Distributor in breach must sign a commitment of good ethicalconduct
2.3 Purchasing goods at the Company or an authorized Service Center can be paid  by cash or  credit card. All transactions must be  accurately recorded in the  sales invoice upon purchase  and a copy will be delivered to Distributor
2.4 Sales invoices must be  properly  stated  with the  buyer, not fraudulent (for example, the purchase of goods from the Downline, but recorded on the higher Distributor’s bill, in order to increase personal sales).
2.5 Distributors may not profit, either directly or indirectly, or in connection with any activity of  any company (direct or non-direct sales) selling similar products.  or products  that compete  with the Company. A Distributor is deemed to be directly or indirectly related to any other company’s activities (direct or non-direct sales) if that person and / or spouse:
2.5.1 Are employees, owners, associates, shareholders, or directors of any company (direct or non-direct sales) selling similar products or competing products;or
2.5.2 Is a Distributor of any company (direct or non-direct sales);or
2.5.3 Involved in selling, distributing, promoting products or recruiting  Distributors  of  any  company (direct or non-direct sales) that sell similar or competitive products, whether under member role or not being a member of that company or enticing a Distributor of the Company  to join the company. Violation of this provision is considered a  serious violation  and will  result in termination of the Agreement.
2.6 Distributors may not take advantage of or perform any actions at events, seminars, meetings, programs, offices, distribution centers, or Cong’s service centers.  Company  to  promote  its own products or products of another company or individual.
2.7 The Distributor has no authority or authority on behalf of the Company or creates a contract under the Company name and creates a debt in the name of the Company in any way for any purpose.
2.8 Distributors are only allowed to do business in the country where the Company formally approves and allows them to  do business. Distributors residing in a country are only allowed   to market products and recruit new Distributors within that country. Distributors must not represent or recommend to anyone that they are an exclusive Distributor or franchised in a certain geographical area of the country approved by Company
2.9 Distributors must introduce Company products and the Compensation Plan to potential customers or other Distributors honestly, accurately and must not introduce  false  or  misleading to sell products. of the Company and in any case, Distributors must not use racial, political, religious, or other sensitive issues to sell Company’s products. Distributors are not allowed to use product introduction materials not issued by the Company and must be responsible for their own legal consequences.
2.10 Distributors must present and explain clearly and accurately to  customers  and  downlines  about the effects and uses of Company products and for no reason whatsoever to provide false  or misleading statements. misunderstandings related to the description,  usage  and  effectiveness of the product. In the event that the Distributor makes  any  mistakes  or misleading statements, the Distributor will be liable for compensation for  the  Company’s  losses or any damage suffered by the Company
2.11 Distributors may not give gifts, coupons or offer gimmicks in the course of selling Company products other than those approved by the Company.
2.12 Distributor for any reason, in any way, is not permitted to distribute or  participate  in  a  contract to sell or distribute Company products under the name of another Distributor even if given Permission of the Distributor to use their name to sell or distribute the Product. Distributors may not solicit or perform any agreement with their downline or  other  Distributors’ upline to record the sales of those downlines to the Distributor’s own sales.
2.13 Distributors may not, even if they are not Company Distributors, persuade any  other  Distributor to leave the Company or join another company as described in Article 2.5 above. This includes, but is not limited to, making a Distributor terminated with a Sponsor and then signing a Contract under another Sponsor. The Company reserves the right to terminate the Agreement and may also claim damages for Distributor-induced violations
2.14 Distributors must not use the Company’s network to promote the sale or use of any product, program, or service outside the Company’s Multi-Level Business Goods List.
2.15 Distributors may not sell or distribute any  of  the  Company’s  products whose shelf life has expired
2.16 Distributors may not purchase Company products from one country and then resell them in another country, even if the product is not on the  Company’s list of business goods in the country. These, regardless of whether Distributors can make a profit from this sale. This provision also applies to products of all companies affiliated with the Company
2.17 A Distributor must not, verbally or in writing, provide negative information about the Company, its shareholders, directors,  employees, agents, products or participate in in unethical conduct that harms the interests, image and reputation of the Company and its products. This provision still applies even after the Distributor has terminated cooperation with the Company
2.18 Distributors must always strive to protect and enhance the Company’s benefits, support and cooperate with the Company to maintain the price stability of products in the market and always behave in a dedicated manner. , loyal to the Company in any case.
2.19 Distributors are not allowed, during  or  after  the  Agreement terminates, discloses, exchanges or authorizes disclosure to any individual, organization or company, for use or exploitation whether with any purpose, trade secrets, confidential information, knowledge, financial or trade information related to the product, business, or mode of conduct of business known to the Distributor or acquired during business engagement with the Company.

This provision is effective even if the Agreement terminates without limitation,    but will not apply to information that is disclosed without the Distributor’s fault.

2.20 Distributors may not allow any individual to operate or support a business unless he or she has signed a Commitment Letter regarding the issues mentioned in point 2.19 above.

3 Chấm Dứt, Từ Bỏ & Đình Chỉ Thực Hiện Hợp Đồng/ Termination, Waiver & Suspension of ContractPerformance

3.1 The  Agreement may be terminated by the Company or Distributor. The use of the term “Termination” or “Waiver” has the same meaning and results in the termination of  Any Application for abandonment of Distributor code written by a Distributor or a Distributor’s legal representative shall be deemed to be a termination application.
3.2 The Distributor reserves the right to terminate the Agreement by sending a written request to terminate the Contract to the Company at least 10 working days before the Contract  termination.
3.3 The Company reserves the right to suspend, demote or transfer the whole or a portion of the downline system and terminate the Agreement and, at the same time, may deny the rights, privileges, positions, commissions, bonuses or benefits. other economic interests, or take measures deemed appropriate in case a Distributor violates any provision  of the Agreement,   the Rules and Regulations and its amendments and supplements. Rules and Regulation has  taken effect or the Distributor has been administratively  sanctioned  by  the  competent authority for violating the provisions of the current law on multi-level business. The Company reserves the right to claim damages for breaches of Distributors.
3.4 Without prejudice to the way the Company deals with other violations, the remedies provided  in  Section 4.3 will be strictly applied in the following cases:
3.4.1 If a Distributor can not pay any debt to the Company on the due date or at the Company/s request.
3.4.2 If the Distributor parrticipate directly or indirectly in any activities whichs the Company presents as evidence of its inluence on the interests or business of the Company.
3.4.3 If the Distributor is not eligible for the OperationalBonus for a period of three (3) consecutive months during the qualifying period.
3.4.4 If a Distributor’s Agreement is found to contain false, misleading or inaccurate information or statements
3.5 Even after the Agreement has been terminated, the Company reserves the right to request the Distributor to pay damages for violations of the Agreement and Rules and Regulations before
3.6 Upon termination of the Agreement, Distributors are not permitted to use any information, whether confidential or not, in relation to the Company. Distributors must not use any records, Distributors  list  or  other information of the Company for any purpose under any circumstances. Distributors are also not permitted  to entice, entice any other Distributor to  leave the Company or participate   in the work of other direct or non-direct  sales companies.  The  Distributor agrees that any of the above actions will cause Distributor to be liable for the Company’s compensation.
3.7 In all cases of termination of the Agreement,  the  Distributor’s rank and benefits will be immediately terminated.
3.8 In the event the Agreement terminates due to non-renewal, the Distributor may re-register to become a new Distributor at any time.
Distributors voluntarily terminate the Contract which  can be re-registered after 3 months of inactivity. Failure to operate means not related to the Company’s business, either directly or indirectly.
4. Consequences of Termination and Suspension of Contract
4.1 In all cases of contract termination, the consequences are as follows:
4.1.1 The Distributor must return the  Membership  Card  to  the  Company and may not sell, distribute or  have  any jurisdiction  over the  Company’s products by any means in anyway;
4.1.2 All unfinished orders for will be automatically or considered canceled.
4.1.3 All  rights granted by the Company to the Distributor will be immediately canceled;
4.1.4 The Distributor will pay all debts to the Company;
4.1.5 Distributor will terminate business.
4.1.6 Distributors will not be entitled to commissions, bonuses, benefits accrued and paid at the end of the year  of  Contract  termination.
4.2 In the case of suspension, any bonuses, commissions, incentives, money or other benefits will not be paid during the suspension period.
4.3 When the Agreement terminates, the Distributor’s downline system (if any) will be transferred to the nearest upline or any upline that the  Company deems fit. The Company reserves the right to withhold or suspend Distributor’s referral to the upline until the Company deems it appropriate. During the transition period, the Company will not perform recalculation of bonuses. When a mistake  is  found in terminating the Agreement, the Company reserves the right to withdraw the conversion of  the downline  and the benefits received by the upline Distributors from the downline conversion.

5. Chuyển giao vai trò Nhà Phân Phối/ Transferring the role ofDistributor

5.1 When a Distributor dies, a legal spouse  or   any designated beneficiary will be allowed to choose to take over the Distributor code. These persons may also notify in writing the  refusal to exercise this right to Company. In the event that the legal spouse of the Distributor has passed away or died at the same time with the  Distributor or within one (01) month of the Distributor’s death, the Distributor’s benefit (excluding titles) will be passed on to the designated beneficiary. If there is no designated beneficiary, all rights, privileges, commissions, bonuses and other economic benefits enjoyed  by the Distributor will be forfeited when the Distributor dies or loses consciousness.
5.2 In the case of a divorce while holding a common Distributor ID, unless the two parties agree to agree on the method of sharing bonuses, commissions, and other benefits, these amounts will be equally divided.
5.3 Distributors may not assign or assign any rights or responsibilities in the Agreement to any other party without the Company’s prior written approval. The Distributor must submit an application, signed by the transferor and the transferee, notarized or authenticated to the Company. In all cases, the Distributor performing the transfer will still be responsible for ensuring compliance with the Agreement, the Code of Operation and  will  be  jointly responsible for all breaches of the assignee.

6. Bán lại Tư cách Nhà Phân Phối/ Resale of DistributorQualifications
6.1 The  Company does not  allow Distributors to resell their Distributor Qualifications unless there is a prior written approval of the Chairman of the

7. Đào tạo và Tự phát triển/ Training andSelf-Development

7.1 Distributors may attend all training courses held or conducted by the Company. The Company will conduct training on its premises on its products and its business plans at no charge. However, the Company reserves the right to apply fees for other courses (not included in the Basic Training Program) organized or implemented by the Company in accordance with business activities.

7.2 The Company publishes Lifestyle Magazine to support Distributors to raise awareness about Company’s products and activities. The fee will be announced by the Company from time to time. In order not to miss these publications, Distributors can use the Automatic Magazine Subscription Service. At that time, the fee will be automatically  deducted  from  the Distributor’s commissions and bonuses. Deducted amounts will not be refunded in case Distributor decides not to continue using Automatic Magazine Subscription Service.

7.3 Distributors may only organize conferences, seminars, training courses on multi-level sales when authorized in writing by the Company. Violation of this rule may cause the Distributor to terminate the Contract

8. Sponsor newDistributor
8.1 Distributors may sponsor any individual who satisfies the requirements set forth in the Agreement, Operating Rules and applicable law provisions on conditions for multi-level sales participants. When sponsoring, the Distributor must complete and submit the prescribed registration form and Company-related documents for processing.
8.2 The Distributor must immediately fill in the Sponsor information in the Contract submitted to the Company to avoid conflicts between Distributors regarding sponsoring the same person. This process allows to identify who is the first person  to  participate in sponsorship. If there are many sponsorship  contracts and a  new Distributor is  sent to the Company, the first valid Contract the Company receives will be recognized.

8.3 A Distributor may not bribe or incite a person to become a Distributor of the Company in the following forms:

8.3.1 Coercion or intimidation,or
8.3.2 Giving or providing false or misleading information or referrals, including false claims that a Distributor will obtain financial benefits  by sponsoring only a person who becomes a MEN Distributor Coordination of  the Company,  or
8.3.3 Offer or promise to provide gifts, money or other incentives, or
8.3.4 Fake or illegally use Company name or logo to incite or induce that person to become a Distributor
8.4 The Sponsor is responsible for training  and guiding the new Sponsor/s Distributor as soon as becoming a Distributor of the Company
8.5 Distributors must maintain independent and professional relationships with their downlines. The Sponsor must not participate in or interfere with the business activities of the Downline.
8.6 The change of Sponsor is strictly prohibited unless there is prior written approval of the Company President.
8.7 Dual sponsorship means that two  Distributors sponsor an individual. The company does not allow double sponsorship. Complaints must be made within 6 months of the sponsorship of the second Distributor.
8.8 Violation of any provision in this section shall be considered a  serious breach of the  Code of Conduct and the Distributor will be  required to  take corrective actions required by the Company or may terminate the Agreement.

9. Responsibilities ofSponsors
9.1 The Sponsor is responsible for  implementing and ensuring the compliance of the Downline with all Company Documents, actively training, accompanying, consulting and supporting the Downline and committed to implementing the responsibilities This is honest. The Sponsor must commit to training, accompanying and supporting the Downline in carrying out their functions as this  is necessary to maintain continuous communication and supervision for the downline network. This responsibility is continuous and aims to prevent Sponsors from benefiting from the downline business without giving them adequate effort in training them, which is very important to the development of downline system. Failure to perform these responsibilities is the basis for termination of the Agreement.

10. Hoahồng, Tiền thưởng và lợi ích kinh tế khác/ Commissions, Bonuses and other economic benefits
10.1 Offers will not apply to Sales Invoices without Distributor or Unidentified Distributor purchases. All Distributors must keep a copy of the Sales Invoice for record or reference in the event of a dispute or error
10.2 Complaints about commissions, bonuses and other economic benefits must be sent to the Company in writing within 14 days from the date of payment of commissions, bonuses and other economic benefits, together with sales invoices. fit. After this time limit, any inconsistencies or errors related to commissions, bonuses and other economic benefits (if any) will be deemed to have been accepted by the Distributor and will not be considered by the Company.
10.3 Commissions, bonuses and other economic benefits in money in a month will be paid on the 25th of the following month via bank transfer. The Company will retain the payment if the Distributor does not provide bank account information and only makes payment when the Distributor ‘s bank account is provided.
10.4 The Company does not promise a specific level of income nor guarantee a certain level of success or profitability for any Distributor. The profit and success of the Distributor can only come from the success in retailing the products of the Distributor and its downline member.
10.5 The promotion in the rank as well as the Distributor’s chance to receive rewards is specified in the “Business Plan”
10.6 Distributors may only transfer or designate their rewards to others upon written approval of the Company and bear all costs incurred. In all cases of unauthorized transfer or designation, the  Company reserves the  right  to recover the transferred benefits. All Distributors that benefit from the transfer must also be returned

11.Regulations on exchanging, returning and buying goods
11.1 Exchange: Within 30 (thirty) days from the date of receipt of products purchased from the Company, the Distributor may return that product to exchange for other products if the product requested to be exchanged meets the following conditions. the following package:

• Whole packaging, stamps,labels;

• Attached to the  corresponding purchase invoice

• The exchanged product must have a price not higher than the price of the requested product

The Company will not refund any amount in the case of barter.

11.2 Return the goods at the Distributor’s request: Within  30 (thirty) days from  the  date of receipt of the product purchased from the Company, the Distributor may return the product for a refund of the purchased product. Products. Products requested to return must meet the following conditions:

• Whole packaging, stamps,labels;

• Attached to the  corresponding purchase invoice

11.3 Return of goods in the event of termination of the Contract: Within 30 (thirty) days from the date of the Contract of Multi- Level Sales Contract, Distributor Distributor may request the Company to redeem Products subject to re-purchase requirements must:

• Whole packaging, stamps,labels;

• Attached to the corresponding purchaseinvoice

• Received by the Distributor within 180 days from the date of receipt of the product until the date of submission of the inventory request file to the  Company.

(Is this term need to reduce to 30 days?)

11.4 Within 30 days from the date of receipt of a valid return request, the Company will repurchase returned products. The Company will, after subtracting administrative expenses not exceeding 10% of the purchase price of goods, reimburse the Distributor at least 90% of the Distributor’s payment to receive such goods.
11.5 The Company reserves the  right to deduct the bonuses paid to Distributors when Distributor or downline  Distributor returns the goods
11.6 The return of the goods must be done directly at the Company’s Head Office or Company’s Branch Offices.
11.7 The Company  reserves  the right to evaluate and / or adjust the commissions, bonuses, points, ratings and   other benefits paid to / enjoyed by the Distributor when the goods are returned at the Distributor’s request. or Distributor’s downline.

12. Tích trữ hàng hóa & Bán phá giá/ Stocking andDumping
12.1 The Company’s Business Plan is based on sales of products to consumers and to Distributors’ use. Therefore, the Company prohibits the  stockpiling of  goods for the  purpose  of obtaining a reward or promotion in the Business Plan.
12.2 Distributors are encouraged to sell 80% of the inventory purchased before placing a new order to avoid inventory.
12.3 The dumping of products under the selling price to consumers is strictly prohibited. The Company reserves the right to terminate the Agreement with any Distributor violating this provision.

13. Confidentialinformation
13.1 All information, in  particular  “Chart and Distributor’s Organization Analysis”, “Report on  Distributor  Leaders  of Separation” and “List of Distributors’ Address” are provided to Distributors.  Coordinated  for the use of their own limits and considered confidential and intellectual property of  the  Company because they contain trade secrets.
13.2 Distributors are not permitted to disclose such materials to any third party, including other Company Distributors who are not eligible to receive such lists.
13.3 Distributors may not misuse any Company property, opportunity, information or trade secrets to benefit themselves or any third party. Such misuse will be subject to rigorous review  and  the  Company may impose disciplinary and / or immediate termination of the Distributor’s Agreement. In addition, the Company may take legal action against the Distributor. Any delay or omission will not be construed as a waiver of its rights.
13.4 The Distributor’s obligations set forth in this Section will SURVIVE any termination of this Agreement

14. Quảng cáo/Promotions
14.1 Distributors may only promote Company products and business opportunities with the Company, not the products or business opportunities of any other company, whether direct selling or public selling. Non-direct sales company but selling similar products of the Company’s products
14.2 Distributors may only promote the Company, its products and business opportunities through personal contact and through  advertising  channels  specified and approved by Company. Distributors are not permitted to promote the Company, its  products or business opportunities through the mass media. The following actions of the Distributor are prohibited and the Company reserves the right  to claim any expenses incurred  in preventing such actions or resolving the consequences arising, whether related to legal or is not.
14.2.1 Unwarranted or confusing statements related to potential income
14.2.2Declare that it is possible to generate  profits or revenue through  a fashion with a Distributor or Company.
14.2.3 Distributing widely advertising materials, business cards, leaflets … through email,mailing, distribution to mailboxes, at public places and vehicles or similar methods.
14.3 Distributors are not permitted to use trade marks, service marks, copyrights, trade names, product names or logos owned by the Company or any companies that  collaborate  with  Melilea and its products. their products, for advertising purposes in any form unless the Company’s prior written permission. Violation of this provision is considered a  serious violation of the Code of Conduct and may result in disciplinary action, even immediate termination of the Agreement.
14.4 Company logos or names are not allowed to be used or displayed in public areas.
14.5 Do not cite a celebrity’s statement unless that person’s  prior  written approval
14.6 Distributors are only permitted to use  business  cards  and  personal sales support tools provided by the Company
14.7 Business cards used by all Distributors must be of  the same color,  size, text, font and content in the form provided in the instructions for Distributor. specified. Distributors may use different languages but must meet the above requirements. The exact content as stated above is allowed in different languages. Prior to use, Distributor Distributor must submit a form to the Company for approval before use. Distributors will be subject to disciplinary action for breaching this provision.  After that, the Distributor will still have to  send the business card template to the Company for approval before using the Company’s approval for a business card template. Failure to comply will subject the Distributor to disciplinary action. Therefore, the Distributor will have to submit a new form for Company approval.
14.8 Distributors are not allowed to use the Company’s Intellectual Property and Exclusive information without the Company’s prior authorization. Any violation is considered a serious violation of this Code of Conduct. All documents using the Company’s Intellectual Property and Exclusive Information will become the property of the Company and must be immediately transferred to  the  Company. Distributors are not allowed to use or occupy domain names belonging to the Company and agree to waive domain names deemed to be similar to the Company’s domain name even if Distributors may own such domain names. Before.
14.9 Distributors may only use the Company- approved websites and website addresses and in a format specified by Company.
14.10 Distributors are not permitted to place advertisements in newspapers, magazines or other publications, promote themselves or the Company’s products without the Company’s prior written consent. Distributors are also not  allowed  to  communicate communications between Distributors and other Distributors or between Distributors and the Company. Distributor agrees that these restrictions will still apply even if the Agreement has ended. Violation of this provision is strictly considered and the Company reserves the right to terminate the Agreement immediately with the Distributor and to claim compensation for damages caused by the Distributor

15. Retails
15.1 The promotion of opportunities and sale of the Company’s products is only possible through authorized Distributors and the Company’s products will not be allowed to be  sold /  displayed at retail facilities such as shops. retail, flea markets, pharmacies, department stores, fairs, conferences or any other similar gathering without the Company’s prior authorization. Any Distributor doing so for his own benefit will be terminated.
15.2 Any Distributor who sells Company’s  products to the  owners of the foregoing business activities will have  to indemnify the  Company, including  loss of goodwill and other losses incurred
15.3 Distributors are also not permitted to sell products to any individual whose ultimate goal is to resell those products through retail outlets.

16. Statement ofproduct
16.1 When introducing products, Distributors are only allowed  to make statements and affirmations approved by the Company. Product advertising is only allowed to limit in statements that the product is safe to use and  intended to improve the  general health and appearance of users.
16.2 Advertising is not permitted for products with therapeutic properties.

17. Personal Income Tax& Cost
17.1 Distributor is responsible for submitting and settling personal income tax for income from participation in multi-level sales activities of the Company.In accordance with Vietnamese  law, the Company will deduct the personal income tax of Distributor to pay into the state  budget before paying commissions, bonuses or other economic benefits.
17.2 Distributors are solely responsible for all business decisions  and  expenses arising from business activities in the process of participating in the Company’s multi-level  sales activities.

18. Adjustment of Contract and Product Selling Price

18.1 The Company reserves the right to change the price of the product, adjust or update the terms and conditions of the Agreement, the Code of Conduct,  the  Compensation  Plan and  other rules and regulations (collectively, the “Rules ”) After announcing or registering with the competent authority in accordance with the law. Changes will be notified to Distributors by publication at the Company’s head office, offices and Company website.
18.2 The Company reserves the right to change the Product by changing the design, production or packaging of the Product in a manner deemed appropriate by the Company or by recalling or adding new

18.3 If do not agree with the changes, the Distributor has the right to request termination of the Agreement within 10 working days from the date the changes are published; Termination of the Agreement is done according to the Rules and Documentation prior to the change. Failure to request termination of this Agreement within this time limit means that the Distributor agrees with and will be bound by such changes.

18.4 The Materials and  the Rules and their changes, after being approved by the Distributor, will be deemed to be the final agreement between the Distributor and the Company and supersede all previous agreements, whether equal to Good or verbal text, between parties

19. International Distributor/ Sponsor
19.1 Melilea has operations in many countries  and territories. In each country, territory, depending on the requirements of local law, Melilea has different forms and Contracts. Distributors residing in any country or territory will have to use the corresponding Contract. Use of the Contract not in accordance with the country of residence will be deemed  The Agreement is binding when approved by the Company
19.2 The Distributor will be required to notify the Company office in the country of residence intended to conduct multi-level sales in another country.
19.3 Distributors must enter into an International Sponsorship and Distribution Agreement with the Company before sponsoring Distributors in a country other than their country of residence.
19.4 Distributors may order products and sales support tools in a country registered in the Agreement and may only resell them in that country.
19.5 Distributors must not import or support the importation of Company products for distribution or for any purpose.
19.6 Distributor shall not perform any step activities with the intention of initiating  the purpose of carrying out the Company’s business operations in another country. with the  intention of starting business operations of the Company. He is not permitted to invite customers, advertise and register a trademark or trade name, for example, register the Company’s name (including registration of name and website  address).  The  Company will  also not be responsible for any Distributor’s products or business activities in these countries. The Distributor is responsible for compensating the Company for damages to remedy the consequences of this Distributor’s violations.
19.7 Distributors who fail to comply with the provisions of this section will be terminated the Contract or not allowed to enter the new international market within two (2) years from the official opening date of that market.

20. Statement
20.1 Distributors must not make any statement that is confusing,  untrue  or inaccurate in any way about any person, company or product, whether or not of  the  Company or competitors whether written or verbal.

21. General Problem
21.1 The Company prohibits Distributors from participating in pyramid models or networks that exhibit  the  pyramid  pattern. The Company reserves the right to terminate the Agreement  upon  detecting Distributors participating in these models
21.2 The Company is responsible for training and the Distributor is responsible for reading and understanding the Terms and Conditions set forth in the Agreement and the applicable Documents. The Distributor is responsible for updating and disseminating to the downlines of the amendments and supplements to the Contract and the Documents  publicly posted at the  head office, branch offices and on the official website. of   the company.
21.3 Any content of the Agreement and Documents contrary to the provisions of the law on the management  of  business  operations in a multi-level manner will be deemed invalid and not enforced, but not affecting  the other rule
21.4 In the event of any dispute arising between the Distributor and the Company’s customers or potential customers or Distributors, the Distributor shall promptly notify the Company and provide detailed information. details of the incident. Distributors must not conduct legal proceedings, make compromises or release any debt related to these disputes without the Company’s prior written consent.
21.5 Distributors ensure that the Company, its leaders, its employees must not compensate third parties for damages and losses caused by Distributor’s violations of laws, terms and conditions of the Agreement and Company Materials. In this case, the Distributor is responsible for compensating the Company or a third party.
21.6 The Distributor will indemnify and guarantee the Company full compensation for any loss, damage or liability (civil, criminal) incurred by the Company and all costs incurred by the Company for the conduct of a Distributor in violation of legal provisions, terms and conditions of the Agreement and Company Documents. For example:
21.6.1 Any fraudulent, careless, dishonest, and late behavior of Distributors;
21.6.2 Violations results in compensation to a third party in the Distributor ‘s business and sales process.
21.6.3 Distributors arbitrarily make commitments to warrant products or change or interfere with the packaging of products.
21.7 Reference to a specific legal document or regulation The Contract and the Company’s Documents will include reference to future revisions, renewal or reissuance of such legal documents or regulations.
21.8 Except as expressly provided, any terms, tables or annexes referred to shall be construed as the terms, tables or annexes of the Agreement or the Operational Rules.
21.9 The title of the sections, the terms of the Agreement and the Operational Rules are for. The purpose of facilitating the reference does not affect the specific content of each internal regulation.
21.10 If a party of the Contract includes many individuals, the Contract will be binding personal and solidarity for each individual of that party.

22. Notification

22.1 A party is considered to have completed the responsibility of requesting, requesting or notifying the other party under the provisions of the Contract and the Rules and Regulations when:

22.1.1With the Company:

• At the time of hand delivery or fax to Distributor, or

• After 5 days from the date the Company sends the address to the nearest updated Distributor in the system in the form of email, regular mail, registered mail or other suitable form, or

• After 5 days from the date the Company publicly listed at the Company’s head office and offices, at the same time, posted on the Company’s official website

22.1.2 With the Distributor:

• At the time the Distributor submits directly at the Company’s head quarter or offices, or

• At the time of being delivered to the Company by registered mail, it is signed by the Company’s representative

22.2 In case of issued by the Company, forms and notices must be signed by the legal representative of the Company or a legally authorized person. In case of issuance by Distributor, forms and notices must be signed by the Distributor or individual authorized by the Distributor (should be accompanied by a notarized or authenticated authorization document as prescribed by law)

23.Time

23.1 The time, duration specified in the Contract and the Operational Rules must be seriously comply.

24. Beneficiary

24.1 The Contract and the Rules and Regulations are binding on both the beneficiaries, personal representatives and authorized persons of stakeholders.

25.Partial invalidation
25.1 If any of the terms of the Contract and the Rules and Regulations are determined by any court or competent authority is void or unenforceable, such provision will be deemed to be void and void or unenforceable, such provision will not affect the the rest, and all remaining provisions will remain in effect. The parties will negotiate in good faith to agree on an alternative provision for a provision that is deemed invalid or unenforceable.

26. Waive the right to execute

26.1 The fact that the Company cannot enforce, delay in executing or ignore the fact exercise any rights, powers or privileges of a particular violation that the Distributor will not affect or reduce the Company’s rights, powers or privileges and does not constitute a waiver of a right to Company examinations or exemptions for similar violations by Distributors. The fact that the Company waives its right to enforce an error does not mean that the Company will waive the right to enforce the following errors. Any waiver of the Company’s enforcement rights must be expressed in writing

27.Applicable law

27.1 Contract and any dispute arising from the relationship between the Company and the Distribution, will be governed by the current laws of Vietnam without the application of conflict of law principles. Any dispute will be resolved through negotiation and in the absence of negotiation it will be resolved through arbitration or proceeding in a court of competent jurisdiction in Vietnam. Contract disputes, claims will not be made complaints in administrative agencies, ministries or other judicial authorities
27.2 In the case of using arbitration procedures, the parties will appoint a single arbitrator are approved by both sides to handle the dispute. The Company retains the right to choose the center and the form of arbitration.

28. Cost
28.1 Distributors are responsible for paying their own expenses on the basis of Lawyers – Guests whether it is a cost for legal services or not.