CONTRACT FOR INDEPENDENT HEALY WORLD MEMBER

We, DHC Medical Services Pvt Ltd (“Company”), welcome You to our Company as an IHWM (as defined hereinbelow) and wish You greatest possible success in your activities as an IHWM and great joy in doing Distribution Business (as defined hereinbelow) of our Products (as defined hereinbelow).

Please read all the conditions of this Contract read with the changes made to the same, if any (“Contract”) carefully before becoming an IHWM for our Company. You agree to be bound by this Contract in case You conduct any distribution of our Products whether directly or indirectly, at any time. This is a legally binding Contract on IHWMs of the Company. By becoming an IHWM of the Company, You agree to be bound by this Contract. Any changes made to the Contract will be reflected on Your Dashboard (defined hereinbelow). Continual association by You as an IHWM shall be deemed as acceptance to the amended Contract.

Last modified on 2023-01-30

NOW THIS CONTRACT IS WITNESSED AS FOLLOWS

1. Definitions and Interpretations:

1.1. In this Contract, unless the context otherwise requires, the following words shall have the meaning ascribed thereto when used in capitalized form elsewhere in this Contract:

1.1.1 Act means the Consumer Protection Act, 2019 (35 of 2019) and shall include all amendments, modifications, and re-enactments of the foregoing;

1.1.2 Affiliate in relation to a Person shall mean: i. in the case of an individual, shall mean his/her Relatives (as such term is defined in the Act); and ii.  any other Person, who Controls, is Controlled by, or is under common Control with, the first referred Person.

1.1.3 Applicable Law means all local and national laws applicable to the Distribution Business or Products (as defined below), including constitutions, treaties, statutes, laws (including the common law), bye-laws, acts, codes, rules, regulations, ordinances, orders, guidelines, policies, notices, direction, directives and standards of any governmental authority, govern-mental approvals and orders, decisions, injunctions, judgments, awards and decrees or Contracts with any governmental authority which are legally mandatory in nature affecting obligations of either of the Parties.

1.1.4 Approvals means any approval, consent, permit, license, authorization, certificate, exemption, filing, registration, ordinance, guidelines, policies, notices, direction, directives, and standards of any Governmental Authority which are legally mandatory in nature and/or other requirements, which are required under Applicable Law.

1.1.5 Company herein shall refer to DHC Medical Services Private Limited and its affiliates and subsidiaries.

1.1.6 Compensation Plan refers to the guideline for the IHWMs which describes compensation, bonus requirements and rank qualification.

1.1.7 Confidential Information means any documents, data, or information related to the Company/ Distributorship Business that is not generally known to the public including but not limited to methods and procedures relating to the development and operation, whether contained in the business manual or otherwise; any technical and non-technical and current, future and proposed products and services, including for example and without limitation, the information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, affiliate and customer lists, the down line genealogy business forecasts, sales information, marketing plans, business plans, data, compilations, formulae, compounds, studies, photographs, findings, analogs, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, strategies and techniques, and all tangible and intangible embodiments thereof of any kind whatsoever (including without limitation, apparatus, compositions, documents, drawings, machinery, patent applications, records and reports); and/ or any information received which is obligated to treat as confidential or proprietary; provided, however, that any such information will be considered confidential information, only if such information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary, or which by its nature or the context in which it was given should rightly be treated as confidential or proprietary information.

1.1.8 Consumer/ Customer means an individual that purchases Products for its personal use and has not signed the present Contract with the Company. Customers may use the products themselves but do not resell the products to others and cannot participate in the Compensation Plan.

1.1.9 Contract shall refer to the present Document read with Application form, Rules of Conduct, Compensation Plan and other policies and procedures as published by the Company from time to time and includes any modifications, re-enactments etc. The Company and You have a binding contractual relationship as per the terms of the Contract.

1.1.9 Cooling-off Period refers to the right of the newly joined IHWM to repudiate this Contract within a period of 14 (fourteen) days from the date of generation of the IHWM User ID/ acceptance of the present Application by the Company without resulting in any breach of Contract or levy of penalty.

1.1.10 Independent Healy World Member (IHWM) shall be an individual who refers new IHWM and Customers, builds a business and earns a bonus as per the Compensation Plan of the Company.

1.1.11 Distribution Business shall mean and include conducting marketing, distribution and sale of Products including as a part of network of Distribution Partners of the Company.

1.1.12 Force Majeure means Acts of God (such as tornadoes, earthquakes, hurricanes, floods, fire or other natural catastrophe); strikes, lockouts or other industrial disturbances; war, terrorist acts, riot, or other civil disturbance; epidemics; or other similar forces which could not by the exercise of reasonable diligence have been avoided.

1.1.13 Government Authority shall mean any entity, authority or body exercising executive, legislative, judicial, quasi-judicial regulatory, statutory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of India or any political subdivision thereof, or of any other jurisdiction relevant to the Distribution Business or the transactions contemplated under this Contract, any court, tribunal or arbitrator and any securities exchange or body or authority regulating such securities exchange.

1.1.14 Intellectual Property Rights means all intellectual property rights owned/ assigned/ licensed/ obtained at present or in the future, by the Company and/ or its Affiliates including but not limited to name, marks, characters, artwork, designs, trade names, trademarks, or service marks, goodwill, training material, marketing material that is intangible or other electronic form or medium, copyright, technical knowhow, all system and process specific information, domestic or foreign letter patent, patent, patent application, patent license, inventions, invention disclosures, software or software usage rights, formulae & processes, proprietary data/ data bases and all other similar items of intellectual property, whether registered or not, including any rights created by use thereof used or permitted to be used by the Company and/ or its Affiliates.

1.1.15 Legal Person shall mean and include any Person other than a Natural Person.

1.1.16 Mis-selling means selling Product by misrepresenting in order to successfully complete a sale and includes providing Consumers with misleading information about Product or omitting key information about Product or providing information that makes the Product appear to be something it is not.

1.1.17 Natural Person shall mean and include any Person other than a Legal Person

1.1.18 Party herein refers to the Company and the IHWM (You).

1.1.19 Persons shall mean and include an individual, a sole proprietorship, an association, syndicate, a corporation, a firm, a partnership, limited liability company, an unlimited company, a joint venture, a trust, an unincorporated organization, a joint stock company or entity or organization, body corporate, Governmental Authority or a natural person in his capacity as trustee, executor, administrator, or legal representatives.

1.1.20. Policies: All policies issued by Healy World including but not limited to the Social Media Policy, Return Policy, Grievance Redressal Policy etc.

1.1.21 Products mean such goods and services as defined in the Act and further offered by the Company.

1.1.22 Prospect means a person to whom an offer or a proposal is made or is intended to be made by the IHWM to join the Distribution Business of the Company.

1.1.23 Relative shall have the meaning ascribed to it under the Companies Act, 2013.

1.1.24 Sponsor means an IHWM who, is identified by an applicant for Distribution Business and who in turn is assigned by the Company to support the requesting applicant if the same is accepted as an IHWM.

1.1.25 State includes all the states of India including union territories.

1.2. Interpretations: In this Contract:

1.2.1. headings, sub-headings, titles, sub-titles to clauses, sub clauses and paragraphs are for information and convenience only and shall not affect the interpretation of this Contract.

1.2.2. unless the context specifies otherwise, reference to the singular includes a reference to the plural and vice versa, and reference to a gender includes a reference to the other gender.

1.2.3. unless the context specifies otherwise, references to the Preamble, Recitals, Clauses, Annexures, Exhibits and Schedules shall be deemed to be a reference to the preamble, recitals, clauses annexures, exhibits and schedules of this Contract.

1.2.4. reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the Contract Date) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions.

1.2.5. the words ‘include’, ‘includes’ and ‘including’ are deemed to be followed by the phrase ‘without limitation’;

1.2.6. Terms which are not defined in the present document but defined in other parts/documents which forms part of the Contract shall have the meaning ascribed to them in such document, unless context otherwise specifies.

1.2.8. Time is of the essence in the performance of the Parties’ respective obligations; if any time period specified herein is extended, such extended time shall also be of the essence.

2. REGISTRATION AND “KNOW YOUR CUSTOMER” (“KYC”) REQUIREMENTS AS ADISTRIBUITON PARTNER

The IHWM hereby represents and warrants to the Company at the time of registration as an IHWM with the Company and thereafter that:

2.1. The IHWM is an Indian citizen and not below 18 (eighteen) years of age in case of any Natural Person in all the States of India except Maharashtra and not below 21 (twenty-one) years of age in the State of Maharashtra. In case the IHWM is a person other than a Natural Person, then in such a case such IHWM must be a Legal Person entitled to do business with eligibility to enter into the Contract.

2.2. All the documents and information including KYC documents and other eligibility requirements to be submitted and met by the IHWM during registration on the website www.healyworld.net/ei/, is in accordance with the process mentioned in the “Exhibit-A: Registration Process” and the IHWM represents and warrants that the said documents and information provided are valid, true, accurate and correct

2.3. After successful registration and generation of online user ID, the Company shall issue an Identity Card for the Distribution partner.

2.4. The IHWM agrees and confirms that this Contract is consistent with Section 10 of the Indian Contract Act, 1872 and the rights and obligations are coextensive with rights and obligations of parties under the Indian Contract Act, 1872.

2.5. Prospects and the IHWM represents and warrants that he/ she/ and/ or representative of the IHWM in case of an entity, is not unable to manage his/ her business due to mental or legal reasons, which shall be determined by the Company at its sole discretion.

2.6. The IHWM represents and warrants that the IHWM has not been suspended/ convicted/ accused of any act from his/ her/ its current professional or business by any Government Authority and is not/ has been not in judicial custody for any act.

2.7. The IHWM agrees and confirms that the IHWM is not compelled or induced by the Company to purchase Products of an amount that exceeds an amount that can be expected to be sold to Consumers within a reasonable period of time, and the IHWM has taken the said decision after considering his/ her capacity and resources as determined by the IHWM and the Company shall not be responsible for the same.

2.8. The IHWM agrees and confirms that the IHWM while registering as an IHWM, You were not required to pay any joining fees or purchase any specified amounts of products or maintain any specified minimum inventory, or purchase any Company’s product or any other product which is not of the Company, or purchase any voucher/ tickets to participate in sponsoring practices to become a IHWM.

2.9. The opportunity to become an IHWM is available to anyone regardless of race, sex, religion, gender and/ or political belief.

2.10. The IHWM may carry out Distribution Business immediately after receipt of relevant notification from the Company and completion of other necessary formalities, as determined by the Company, at its sole discretion.

2.11. The IHWM shall continue to remain an IHWM of the Company unless this Contract is terminated by the IHWM or the Company as per the terms mentioned in clause hereinbelow.

2.12. The Prospect and the IHWM shall undergo a compulsory training program with the Company as per terms and norms formulated by the Company enumerated from time to time.

2.13. The IHWM agrees and acknowledges that the IHWM herein is an independent businessman and has all requisite license as may be required by him to conduct Distribution Business of the Products herein.

2.14. The IHWM agrees and understands that only one position in the Compensation-Plan per IHWM is available i.e. one IHWM application is accepted per Natural Person or Legal Person, as the case may be.

2.15. The IHWM shall have the right to repudiate this Contract within Cooling-off period of 14 (fourteen) days. During the said Cooling-off Period, the IHWM may repudiate this Contract without being subject to penalty for breach of contract or levy of fines. The IHWM may withdraw this Contract by writing a declaration in text form (letter or email) to the email address in clause, before the expiry of Cooling-off Period, with or without stating reasons. The deadline will be met if the withdrawal is sent in time (postmark/email date). Following the withdrawal, the IHWM may return to the Company any fee-based Products in marketable condition that the IHWM received as a IHWM in exchange for the full purchase price along with any/ all Confidential Information as per the instructions of the Company.

2.16. The Company reserves the right to reject the application of IHWM, at its sole discretion without assigning any reason. Further, the Company reserves the right to rescind the said Contract at its sole discretion within 14 (fourteen) days from the date of generation of the IHWM User ID. Upon rescission of the acceptance, the Company shall give notice to the IHWM to notify him/her of the rescission. However, the Company is not obliged to give any reason to the IHWM for the Company’s decision to rescind. Further, any compensation earned by the IHWM in such case of rescission, shall be determined as per the Compensation Plan.

3. MAINTAINING IHWM’S DASHBOARD

3.1. Once the IHWM User ID is generated, the IHWM shall be able to access his/ her account on the Company’s portal using his/ her IHWM User ID and an automated password. The IHWM shall be able to reset his/her password at any time after generation of IHWM User ID. Following successful registration, in addition to training and personalized marketing tools, the Company will provide an online back office and a landing page (“Dashboard”), that will offer an up-to-date overview of the IHWM’s revenue, commission claims, invoices and IHWM and downline developments. Dashboard is a simple non-transferrable usage rights for this specific back office. The IHWM shall not alter, edit or otherwise redesign or issue sublicenses the Dashboard including back office.

3.2. The IHWM shall include his/her IHWM User ID in all his/her orders and correspondence with the Company.

3.3. The Distribution Partner agrees and confirms that generation of the Distribution Partner User ID shall be deemed acceptance by the Distribution Partner of all the terms of this Contract.

3.4. The IHWM agrees and accepts that the registration of an IHWM with the Company is not subject to any registration fees. An IHWM shall not be required to pay any money to maintain his/her Dashboard and other services and facilities which are provided by the Company, or any monthly subscription or renewal charge.

3.5. The IHWM is an independent contractor with the rights and obligations conferred by this Contract to promote or market the Products on principal-to-principal basis.

3.6. It is the IHWM’s duty to keep the information contained in this Contract current and accurate. The IHWM must immediately inform the Company of any changes affecting the accuracy of information contained in this Contract. The Company may deactivate the IHWM User ID or declare this Contract void from its inception if the Company determines false or inaccurate information was provided and further any compensation earned by the IHWM in such cases may be repudiated, as determined by the Company. If the IHWM fails to update this Contract and/ or the IHWM Application Form, the Company shall have the right to take disciplinary action including termination against such IHWM.

3.7. The IHWM must protect its/ his/ her personal passwords and login information against related/ unrelated third-party access and the Company shall not be responsible in case of default in the same.

4. CONDUCT OF DISTRIBUTION BUSINESS

4.1. Consumer Protection (DIRECT SELLING) Rules,2021

The Company commits to abides by the Consumer Protection (Direct Selling) Rules, 2021 issued by Ministry of Consumer Affairs, Food and Public distribution vide notification no. GSR 889(E) dated 28th December 2021. The IHWM also agrees and accepts to comply with the above said Rules along with the various Monitoring mechanism or laws or rules or Guidelines (issued by states) during the Term of this Contract.

4.2. PURPOSE OF BUSINESS

The primary purpose of an IHWM and the Company is to sell high quality Products to customers. As part of this process the IHWM may introduce other Person in the Distribution Business to build sales organization. However, introduction of other IHWM is not IHWM’s primary focus, but rather an integral part of IHWM’s fundamental obligation to sell Products and increase the sales of Products to Customers

4.3. RESPONSIBILTIES OF IHWM

4.3.1. The IHWM must comply with this Contract and with Applicable Law. The Company may from time to time amend this Contract and/ or other documents/ policies in connection with this Contract through notice which can be viewed on the website and on the Dashboard. In case the IHWM does not agree to be bound by any/ all amendments, the IHWM may communicate his/ her/ its intention to terminate this Contract in writing as per terms mentioned in clause hereinbelow. In case of no notice from the IHWM within a period of 14 (fourteen) days from the date of amendment notice or continual of Distribution Business by such an IHWM, whichever is earlier, it shall be deemed that the said IHWM has accepted the revised terms and the amendments to this Contract.

4.3.2. The Company does not permit the IHWM to sell/ offer to sell the Products through his own or related/ unrelated third-party retail stores and/ or any other online website whether or not owned by the IHWM. The IHWM agrees and confirms that any sale of the Product shall be done from the online shop of the Company. However, the IHWM shall be allowed to display the Product at his clinic/ store to promote the Product for Distribution Business. The IHWM agrees and confirms that the Distribution Business carried here shall run and be operated by the IHWM in an independent manner and at his own risk from its existing business or occupation, if any and the Company shall not be liable for the same.

4.3.3. The IHWM shall not use any such advertisement or marketing activity to conduct mass communication of the Product.

4.3.4. The IHWM while conducting Distribution Business and thereafter shall not state that the Products present any features that cure, treat, mitigate, diagnose, rehabilitate, heal, cleanse, prevent disease or any injury or present any features with regards to its use, accessories, or benefits that the Product does not possess. The IHWM understands and confirms that Products rather support energetic balance and enable better recovery, vitality and wellbeing which might differ from person to person and accordingly each Person using the Product might experience differently. The IHWM shall keep himself fully informed about the Product details and other information in connection with the Product as communicated by the Company in writing, from time to time.

4.3.5. The IHWM shall not act or present the Company and/ or its Products in a fraudulent manner and/ or not display, promote, or sell or conduct Distribution Business of such products in the name of the Company which are not associated with the Company and/ or its brand.

4.3.6. The IHWM shall not make representations stating that the IHWM sell/ attempt to sell the Products at a price below the purchase price.

4.3.7. The IHWM shall not tamper with the labelling or do repackaging or otherwise alter the nature and look of the Product, at any time whatsoever.

4.3.8. The IHWM will act as an independent entrepreneur and is not an employee or sales representative or broker of the Company. There are no revenue, purchase, or other activity requirements applicable on the IHWMs, except for the contractual obligations enumerated herein. The IHWM will not be subject to directives by the Company, except with respect to the contractual obligations stated herein, and will bear the full entrepreneurial risk of their business actions, including the obligation to bear all their business costs. The IHWM must set up and operate their establishment, if necessary, in the sense of a prudent businessperson.

4.3.9. As an independent entrepreneur, the IHWM is solely responsible for compliance with the relevant statutory provisions, including tax and social law requirements (e.g., obtaining a turnover tax identification number or registering his employees with the social insurance, as well as for obtaining a trade license, if necessary). In this respect, IHWM assures us that all commission income, which he earns in the course of his activities for Healy World will be duly taxed at his registered office. Healy World shall not pay any social security contributions for the Distributor.

4.3.10. The IHWM is responsible for taxation for all commissions they receive for their Distribution Business and confirms that all commission income which he earns in the course of Distribution Business of the Products for the Company will be duly taxed and the Company shall not make any contributions for the same. The Company reserves the right to use the agreed commission to deduct the respective amounts for taxes and duties or to obtain compensation or damages which the Company incurs through violations of the above-stated requirements, unless the IHWM is not responsible for the damages or expenses.

4.3.11. Through their activities, the IHWM may not violate competition law or any other applicable law and/ or the rights of the Company, its distributions partners, affiliates including affiliated companies and/ or of other third parties or harass third parties or otherwise break applicable laws. The IHWM agrees that there is a prohibition against non-permitted (unsolicited) telephone marketing and sending unwanted marketing emails, faxes or text messages (SPAM) while conducting Distribution Business.

4.3.12. Marketing material of the IHWM may not include information about their remuneration from the Company. During initial discussions, the IHWM shall expressly inform the Prospects that regular work is required for a high income. The IHWM understands that and further shall expressly inform the Prospects that the Distribution Business may not pretend to offer commissions for merely recruiting new IHWMs and shall not create the impression that the advertised distribution system is unlawful, i.e., an illegal pyramid scheme or another type of scam distribution system.

4.3.13. The IHWM while conducting Distribution Business shall not target minors and shall not take advantage of age, illness, or other limited comprehension to conclude a Contract. When contacting so-called socially deprived or foreign language groups, the IHWM must be considerate of their financial, comprehension and linguistic abilities and may especially not prompt such groups to place orders unsuited to their means.

4.3.14. The IHWM understands and agrees that inappropriate, illegal, or uncertain distribution or marketing actions that exert unwarranted pressure on consumers are prohibited while conducting Distribution Business.

4.3.15. The IHWM while conducting Distribution Business shall only refer to letters of recommendation, test results or other persons authorized by the Company in writing. References must be accurate and not outdated. Letters of recommendation, tests and personal references must also be related to the intended purposes.

4.3.16. The IHWM while conducting Distribution Business agrees and accepts that the Prospects/ Consumers may not be induced to purchase Products through dubious and/or misleading promises or assurances of special benefits tied to uncertain future successes. The IHWM must refrain from having Prospects/ Consumers accept offers merely as personal favors or to end unwanted discussions or to obtain or show gratitude for benefits that are not part of the offer.

4.3.17. The Company reserves the right to provide legally reviewed marketing and distribution documents for every new State.

4.3.18. Changes to the dashboard/ referral links provided to the IHWM require the Company’s prior express written consent. If the IHWM offers the Company’s Products on other Internet media, e.g., social networks(e.g., Facebook or Instagram), online blogs or chat rooms (e.g., WhatsApp or Snapchat), the IHWM shall only use official Company’s advertising statements and shall not include information about their earnings or income opportunities at the Company or advertise for employment opportunities at the Company and the same shall be done as per the Social Media Guidelines enumerated by the Company from time to time.

4.3.19. The IHWM may, to the legally permissible extent, present and revocably display Products through private discussions, at “home parties,” online events and/or online conferences of the IHWM. Furthermore, Products can be sold to the Customers by the IHWM through online shop of the Company using the IHWM’s referral link. However, the Company’s Products shall not be offered through other points of sale, especially Internet platforms, such as eBay or Amazon, on TV shows, via telemarketing, teletext marketing or comparable sales channels

4.3.20. The IHWM shall not sell or otherwise distribute their own marketing and/or sales documents to other IHWMs of the Company.

4.3.21. Furthermore, the IHWM shall only present/ display Products at fairs, roadshows, or trade exhibitions with Company’s written consent.

4.3.22. The IHWM may not create the impression of acting on behalf of or in the name of the Company during business transactions. The IHWM must present themselves as an IHWM of the Company. Internet websites, letterheads, business cards, car graphics and advertisements, etc., must include the notice “IHWM of Healy World” and may not feature the Company’s mark and/or the marks, work titles, business relationships or other marks of the Company and/ or of its affiliates without their prior express written consent. Furthermore, the IHWM shall not request or take out loans, create expenditures, enter into commitments, open bank accounts, conclude other contracts or issue other binding declarations of intent in the name of the Company and/ or its Affiliates for or in the interest or name of their company.

4.3.23. The IHWM is neither granted debt collection authority nor power of attorney to represent the Company towards third parties. The IHWM must not settle liabilities from brokered transactions.

4.3.24. Internet domain registration requires the Company’s express prior written consent. The Company may have Internet domains that use Healy World’s name and/or brands, work titles or business relationships or other identifiers of the Company and/ or of its Affiliates and whose use the Company did not authorize, IHWM shall delete and/or transfer such internet domain, if any, to Healy World. Further, the IHWM agrees and confirms that the content demonstrated on the said internet domain shall be the registration of the IHWM only and further the IHWM shall ensure that the said content is in line with this Contract, at all times whatsoever. Furthermore, registration of own brands, work titles or other property rights that include the Company’s brands, product descriptions, work titles or business relationships that may be registered in another country/region or otherwise protected brands, product descriptions, work titles or business relationships of the Company or of its affiliates is prohibited. This prohibition also applies to identical and similar signs or goods.

4.3.25. Re-registration of the previously enrolled person as an IHWM shall be in accordance with the Rules of Conduct.

4.3.26. The IHWM shall ensure that client data obtained through the Distribution Business will only be used for the IHWM’s activities for the Company and will not be transferred to and/or used by third parties or for third-party services and further the IHWM complies with the Confidentiality clause enumerated hereinbelow.

4.3.27. The Company will allow the IHWM to acquire Products for personal needs or the needs of family members. Under no circumstances may the IHWM or members of their family induce other IHWMs or third parties to acquire goods in excess of their own needs to establish commission claims or pretend to be doing family members a “favor.”

4.3.28. The IHWM agrees and confirms that all the terms with respect to delivery, sale, etc. not specifically mentioned herein shall be communicated to the IHWM by the Company, in writing and the IHWM agrees to abide by the same, at all time whatsoever.

4.4. GENERAL ETHICS

The IHWM must operate in an ethical, professional, and courteous manner including in accordance with the Rules of Conduct and shall abide by the following:

4.4.1. The IHWM must operate its account honestly.

4.4.2. The IHWM should indicate to prospective Customers and Prospects who the IHWM is, why the IHWM has contacted them, and what Products the IHWM is selling.

4.4.3. The IHWM shall not make false or misleading claims about potential earnings under the Compensation Plan or about the benefits of using the Company’s Products.

4.4.4. The IHWM shall not pressure any other IHWM or prospective IHWM to operate in a financially irresponsible way, including, but not limited to, pressuring them to buy more Products or business support materials and services than they can reasonably use or sell, or to maintain specific inventory requirements.

4.4.5. The IHWM must not encourage or recommend that the IHWM or prospective IHWM incurs debt in order to participate in the Distribution Business.

4.4.6. Correctly and accurately Inform the customer and answer every question about the return policy, grievance redressal system and warranties and guarantees, terms of payment, prices, after sale services and other related policies, if any, in fair, true and honest manner.

4.4.7. The IHWM must not represent to prospective IHWMs that they are required to pay some registration fees to become an IHWM. Prospective IHWMs must be informed that they can become customers and may purchase Products individually.

4.4.8. The IHWM may not make any misleading, unfair, inaccurate, or disparaging comparisons, claims, exaggerated/ non-guaranteed claims, representations, or statements about the Company, its Products, or commercial activities, other Persons, other companies (including competitors); or other companies’ products, services, or commercial activities, price, quality, content, application, style, mode of operation, place or origin, availability of the Products while conducting Distribution Business.

4.4.9. The IHWM must operate his/ her account in a manner that is free of harassment, intimidation, threats, and abuse. Harassment of any kind will not be tolerated, including, but not limited to, race, religion, physical and verbal abuse, or soliciting, encouraging, or consummating any inappropriate or unwelcome written, verbal, electronic or physical relationships, sexual advances, requests for sexual favors, or other physical, verbal, or visual behavior of a sexual nature, with another Brand Affiliate, Company employee or customer.

4.4.10. The IHWM may not contact, either directly or indirectly, the Company’s vendors, suppliers, scientific advisory board members, basic research partners, or any other advisors or consultants of the Company without the prior written consent of the Company.

4.4.11. The IHWM must comply with all anti-corruption laws including the countries in which the Company does business.

4.4.12. The IHWM will not act in any way, including actions outside the IHWM’s scope under this contract, which could be considered detrimental to the business or reputation of the Company or its Affiliates. The Company has the right to, in its sole discretion, determine what actions may be considered detrimental and take action against the IHWM according as per clause with respect to termination, suspension terms enumerated hereinbelow

4.4.13. As a condition to participating as a IHWM, the IHWM grant the Company the right to review any records at any time and for any reason related to the IHWM’s account in order to investigate whether the IHWM has been operating in compliance with this Contract. The IHWM is expected to keep proper books of accounts stating all the details as per applicable laws. The IHWM must comply with any request to review the IHWM’s account records by promptly and completely making the IHWM’s true records in original available for review to the Company.

4.4.14. The IHWM shall not: a) Use misleading, deceptive and/ or unfair trade practices or indulge in Mis-selling or fraudulent activity or unconscionable means; b) Use misleading, fraudulent, coercive, unconscionable or unlawful manner, false, deceptive, and / or unfair recruiting practices, including misrepresentation of actual or potential sales or earnings and advantages of Distribution Business to any Prospect; c) Make any factual representation to a Prospect that cannot be verified or make any promise that cannot be fulfilled; d) Present any advantages of Distribution Business to any Prospect in a false and / or a deceptive manner; e) Knowingly make, omit, engage, or cause, or permit to be made, any representation relating to the Distribution Business, including remuneration system and Contract between the Company and the IHWM , or the goods and / or services being sold by such IHWM which is false and / or misleading; f) Require or encourage IHWM s recruited by the first mentioned IHWM to purchase goods and / or services in unreasonably large amounts; g) Provide any literature and / or training material not restricted to collateral issued by the Company, to a prospective and / or existing IHWM s both within and outside the parent Company, which has not been approved by the parent Company; h) Require prospective or existing IHWMs to purchase any literature or training materials or sales demonstration equipment. (i) Not induce prospect Consumer to purchase Healy World Products upon representation of reduced or recovery of the price by referring other prospective Consumer nor present the Healy World Business as form of a market research to the Consumer.

4.4.15. The IHWM must carry his/ her User ID Card and not visit the Customer’s or Prospects premises without prior appointment/approval.

4.4.16. The IHWM must at the initiation of a sales representation, without request, truthfully and clearly identify themselves, the identity of the Company, the nature of the goods or services sold and the purpose of the solicitation to the prospective consumer.

4.4.17. The IHWM must offer a prospective consumer accurate and complete explanations and demonstrations of goods and services, prices, credit terms, terms of payment, return policies, terms of guarantee, after-sales service.

4.4.18. The IHWM must provide the following information to the prospect / consumers at or before the time of sale an Order Form and inform, namely: a) Name, address, registration number or enrollment number, identity proof and telephone number of the IHWM and details of Company; b) A description of the goods or services to be supplied; c) Explain to the consumer about the goods return policy of the company in the details before the transaction; d) The Order date, the total amount to be paid by the consumer along with the bill and receipt; e) Time and place for inspection of the sample and delivery of good; f) Information of his/her rights to cancel the order and / or to return the product in saleable condition and avail full refund on sums paid; g) Details regarding the complaint redressal mechanism;

4.4.19. The IHWM shall keep proper book of accounts stating the details of the products, price, tax and the quantity and such other details in respect of the goods sold by him/her, in such form as per applicable law

5. NON-COMPETITION / POACHING / SALE OF THIRD-PARTY SERVICES

5.1. The IHWM shall not, in any manner, directly or indirectly, promote, market, or sell the products or services of another Person who is directly or indirectly competing with the Company. In case the IHWM has a pre-existing business relationship with any such Person prior to becoming the IHWM of the Company, then on becoming the IHWM of the Company the same shall be conducted, subject to prior written approval from the Company. Notwithstanding the foregoing, the IHWM shall not offer third-party products, services, or opportunities in conjunction with the sale of Products of the Company, or package third-party products, services or opportunities with Products of the Company, or offer or promote third-party products, services or opportunities at Company’s meetings, calls or any other Company-related events, without the prior written consent of the Company. Further, the IHWM is not permitted to sell products or services of other Persons to other IHWMs of the Company, at any time whatsoever.

5.2. The IHWM shall not, in any manner, directly or indirectly, recruit, solicit, or sponsor any other IHWM or customer of the Company, to (i) form a direct/ indirect relationship with, (ii) promote, sell or purchase the products or services of, (iii) participate as an employee/ direct seller of, (iv) or otherwise associate with, any other Person who is in the direct selling business and/ or Competitor of the Company, or encourage any other IHWM or customer of the Company to do so or to terminate their relationship with the Company, for any reason whatsoever.

5.3. The IHWM’s obligations under this clause shall survive during the Term of this Contract and for a period of 2 (two) years from the date of the IHWM’s resignation, termination, change in ownership status of such IHWM.

5.4. The IHWM agrees and confirms that in addition to compensatory damage awards to the Company, the Company shall also be entitled to temporary and permanent injunctive relief as an appropriate remedy to prevent further damage to the Company directly/ indirectly.

5.5. Nothing in this Section shall restrict competition between the IHWMs in the sale of Healy World products and services to Consumers.

6. EXCLUSIVITY

6.1. The IHWM acknowledge and agree that an IHWM is reasonably expected to exclusively sell Company’s Products, train other IHWMs in its team and promote the Company’s Distribution Business and such IHWM shall not be engaged in any activity for any other direct selling company.

7. CONFIDENTIALITY

7.1. The IHWM understands and acknowledges that as a result of his position in the Company, the IHWM shall have access to Confidential Information that the IHWM acknowledges to be proprietary, highly sensitive and valuable to the Company’s Distribution Business and other business. Further, the IHWM understands and acknowledges such Confidential Information is available to the IHWM solely and exclusively for purposes of furthering the Distribution Business of the Company’s Products and to further build and promote the Distribution Business, as such shall be protected with all reasonable and appropriate measures. IHWM acknowledges that the information always remains the property of the Company. During the term of this Contract and thereafter, the IHWM shall not, for any reason, on his own behalf, or on behalf of any other Person:

1. 1. Disclose any Confidential Information related to or contained in the Network of IHWM to any third party directly or indirectly.
   2. Use the Confidential Information to compete with the Company, or for any purpose other than promoting the Company or conducting business, in accordance with the Contract.

iii. Solicit any IHWM or customer of the Company or of the Network, or in any manner attempt to influence or induce any IHWM or customer of the Company, to alter their business relationship with the Company; DHC Medical Services Pvt Ltd

1. 1. Use or disclose to any Person any Confidential Information related to or contained in the Network that was obtained; or
   2. Recruit or attempt to recruit an existing IHWM for another direct selling business of other Person.

7.2. Upon non-renewal, resignation or termination of this Contract or request by the Company, the IHWM shall promptly destroy or return to the Company all Confidential Information, as per the instructions of the Company.

7.3. The IHWM agrees and confirms that in addition to compensatory damage awards to the Company, the Company shall also be entitled to temporary and permanent injunctive relief as an appropriate remedy to prevent further damage to the Company directly/ indirectly.

7.4. The present Section shall survive the expiry/termination of the Contract as You acknowledge and agree that all the provisions set in this Section must protect the reasonable and legitimate business interests of Healy World and IHWMs, and that any breach of these provisions will cause significant and irreparable harm to Healy World, entitling Healy World to immediate injunctive or similar relief for preventing further breach and to claims for damages.

8. NON-DISPARAGEMENT

8.1. In consideration of the Company’s recognition and other compensation that the IHWM receives, the IHWM agrees and accepts to not disparage the Company, or any other company or person, including but not limited to other IHWM, the Company’s Products, the Policies and Procedures or Company employees. The IHWM agrees and accepts that such behavior on the part of the IHWM may result in termination of this Contract.

8.2. The IHWM agrees and confirms that in addition to compensatory damage awards to the Company, the Company shall also be entitled to temporary and permanent injunctive relief as an appropriate remedy to prevent further damage to the Company directly/ indirectly.

9. TERM, TERMINATION, RESIGNATION, BREACH OF TERMS OF THIS CONTRACT

9.2. The IHWM agrees and confirms that that any act by the partner, agent, representative, employee of the IHWM shall be considered as the acts of the IHWM and accordingly shall be subjected to the terms of this Contract.

9.3. The IHWM agrees and confirms that this Contract shall remain valid unless terminated by either of the party as per the Contract.

9.5. The IHWM agrees and understands that violation of terms of this Contract is an extremely serious matter. Accordingly, the Company will make efforts to correct any violation through guidelines and counseling; however, in case the Company is of the opinion that further action will have to be taken in case of more serious violations, which shall be determined by the Company at its sole discretion, then the Company reserves the right to take action against the defaulting IHWM as per the Contract.

10. IHWM PROTECTION / NO TERRITORY PROTECTION

10.1. The active IHWM who first gains a new IHWM to conduct Distribution Business of the Products of the Company shall be assigned the new IHWM in its structure in accordance with the Compensation Plan and the placement requirements set forth therein (IHWM Protection), with the date and time of receipt of the registration application from the new IHWM by the Company being the allocation date.

10.2. The Company is entitled to delete all personal data including the e-mail address of a sponsored Distributor from its system if advertising mailings, letters or e-mails with the notes “moved“, “deceased“, “not accepted“, “unknown“ or similar are returned and the newly recruited IHWM or the Sponsor does not correct the incorrect data of the newly recruited IHWM within a reasonable period of 30 (thirty) days. If the Company incurs costs due to undeliverable advertising mailings and parcels, it shall be entitled to reclaim the costs, unless the faulty delivery was made through no fault of its own.

10.3. Furthermore, the IHWMs agrees and understands that crossline sponsoring and the attempt to do so within the Company is prohibited. Crossline sponsoring means the acquisition of a natural or legal person or a partnership that is already the Company’s IHWM in another Sales Team/Group or has had been an IHWM within the last 6 months. In this respect, it is also prohibited to use the name of the spouse, relatives, trade names, corporations, partnerships, trust companies, affiliates or other third parties in order to circumvent this provision.

10.4. The IHWMs agrees and understands Bonus manipulations are prohibited. This includes, in particular, sponsoring IHWMs who do not actually conduct the Healy World business (so-called straw men), as well as open or concealed multiple registrations, insofar as this is prohibited. In this respect, it is also prohibited to use the name of the spouse, relatives, trade names, corporations, partnerships, trust companies or other third parties in order to circumvent this provision. It is also prohibited to induce third parties to sell or purchase goods in order to achieve a better position in the compensation plan, to manipulate the group bonus or otherwise bring about bonus manipulation.

10.5. The IHWM is not entitled to any territorial protection

11. ADJUSTMENT OF PRICES AND COMMISSIONS

The Company reserves the right, in particular with regard to changes in the market situation, Government Authority, Applicable laws and/or license structure, to change the prices to be paid by the IHWM or the commission shares allocated to the services, the remuneration plan at the beginning of a new quarter or any time determined by the Company. The Company shall notify the Distributor of the change within a reasonable period prior to the change becoming effective. If the Distributor does not object to the amended terms and conditions within 30 (thirty) days of notification or continual of Distribution Business by such IHWM, whichever is earlier, they shall become an integral part of the present Contract. Changes known at the time of the conclusion of this Contract are not subject to notification and do not entitle the IHWM to object. In the event of an objection, the Company shall be entitled to terminate this Contract extraordinarily at the point in time at which the amended or supplementary terms and conditions are to come into force.

12. REMUNERATION, COMMISSIONS, AND INVOICING

12.1. As remuneration for a successful sale (no dispute and after expiry of Withdrawal Period), the IHWM shall receive commissions as per the Compensation Plan which forms an integral part of the present Contract. IHWM can call up in his back office and which can be viewed in the back office in each case. Payment of the remuneration shall cover all costs incurred by the IHWM in maintaining and carrying out the Distribution Business of the Products of the Company, unless provided otherwise in writing.

12.2. The Company reserves the right to require the IHWM to provide proof of identity and business registration (e.g., presentation of business license) prior to the first payment of commissions as provided in Exhibit-A. Failing to provide the requested document shall result in forfeiture of the commission and any further participation in the Distribution Business.

12.3. The Parties agree that no claims exist or can be asserted for a higher commission than that on which this Contract is based. The commission covers all claims of the IHWM, in particular all travel costs, expenses, office expenses, telephone costs or other expenses for advertising material, as well as all other costs in connection with the performance of the Contract. The payment of the remuneration pursuant to this clause also covers all services provided by the IHWM, in particular the production and maintenance of the IHWM‘s Sales Group training and customer base as well as the resulting future market potential, and is in the sense of an advance payment for this, so that in the event of termination of this Contract by whichever party for whatever reason, no severance payments and/or claims for compensation on whatever legal grounds can be made.

12.4. The IHWM shall immediately check the commission statement issued and immediately notify the Company of any objections. All commission claims result from the respectively valid compensation plan which the IHWM can call up in his back office. Incorrect commissions, bonuses or other payments must be notified to the Company in writing within 60 (sixty) days of the incorrect payment. After this date, the commissions, bonuses or other payments shall be deemed approved and correct on part of the IHWM.

12.5. The commissions shall be paid in accordance with the Compensation Plan.

13. TRANSFER OF THE DISTRIBUTION BUSINESS OPERATIONS/ DEATH OF THE DISTRIBUTOR

The Transfer of the Distribution Business Operations shall be in accordance with principles as laid out in the Rules of Conduct or other policies or procedures as published by the Company from time to time.

14. CONSENT TO THE USE OF PHOTOGRAPHIC AND AUDIOVISUAL MATERIAL AND DATA COLLECTION

14.1. The IHWM grants the Company free of charge the right to record or carry out photographic and/or audiovisual material with his portrait, voice recordings or statements and quotations from him within the scope of his function as a IHWM of the Company. In this respect, the IHWM expressly consents to the publication, use, reproduction and alteration of his quotations, recordings, or recordings by signing such Distributor Application and/ or any other document/ agreement and by taking note of terms of this Contract.

14.2. The IHWM is not permitted to make audio, video or other recordings of events sponsored by the Company or of telephone conferences, speeches, or meetings for the purpose of selling or for personal or business use, at any time whatsoever. The IHWM agrees and confirms that the IHWM shall not record, create or compose any audio or video presentation or recording of the Company’s events, speeches, conference calls or meetings without the prior written consent of the Company, at any time whatsoever.

14.3. The IHWM or person executing the Contract is hereby provides their consent to collection of data, including persona data among others, for carrying out the objectives of the Contract and law. The KYC documents among others are collected in compliance with law and shall be kept for as long as required under law. Please read the Privacy Policy provided by Company at https://india.healy.shop/privacy/

15. ACKNOWEDGEMENT BY THE IHWM

The IHWM specifically acknowledges that:

1. The IHWM has sought its independent Legal Advice prior to the signing of this Contract and has not relied only on promises, representations or agreements about the Company or the system not expressly contained in this Contract in making its decision to sign this Contract.
2. The IHWM has conducted an independent investigation of the Distribution Business of the Products of the Company and recognizes that the Distribution Business of the Products of the Company contemplated under this Contract involves business risk and that its success will be largely dependent upon the ability of the IHWM as an independent businessperson. The Company disclaims the making of and the IHWM acknowledges that the IHWM has not received any warranty or guarantee, express or implied as to the potential volume, profits or success of the Distribution Business of the Products of the Company contemplated by this Contract

• The IHWM has read and clearly understood this Contract and had ample opportunity to consult with an attorney and other business advisors of the IHWM’s own choosing about the potential benefits and risks of entering this Contract.

16. INDEMNITY

16.1. The IHWM its partners/ directors hereby unequivocally undertake to indemnify, hold harmless and undertake to defend the Company, its promoters, directors, Affiliates, agents, employees etc. against any action, claim, damages, suits, complaints, costs, including reasonable attorney’s fees and disbursements in connection therewith, asserted or claimed against or incurred by the Company including expenses by any third party including but not limited to statutory authority(ies), which may be incurred or suffered by any such party and which may arise out of or result from:

1. 1. Infringement of any third party’s intellectual property rights by the IHWM.
   2. Taxes/charges/levies (interest or penalties assessed thereon) against the Company, that are obligations of the IHWM under the applicable laws or any other laws.

iii. Any breach of any warranties, obligations, covenants, or agreement of the IHWM contained in this Contract.

1. 1. Any claim by government regulators or agencies for fines, penalties, sanctions, or other remedies arising from or in connection with the IHWM’s failure to comply with its regulatory/ legal requirements and compliances,
   2. Any claim on account of breach of confidentiality and security of data occurring as a result of acts of omissions or commission of the IHWM, its employees or agent.
   3. Any claim arising on account of misuse or negligent application, misuse of systems, failure to follow established procedure by the IHWM or its employee or its agent.

vii. Claims arising out of or result from or payable on account of the IHWM failing to comply with the terms and conditions as mentioned in this Contract; viii. Loss or damage caused due to any misconduct, lapse, fault, negligence, fraud, misappropriation, etc. committed by employee, associate, partner, director, representative, etc. of the IHWM, whether jointly or severally.

1. 1. Any such claims, action, or damages which is the result of the conduct of the IHWM and was not authorized, impliedly or expressly, by the Contract.

16.2. The IHWM, its partners/ directors hereby unequivocally undertake to jointly and severally indemnify, defend and agree to hold the Company including each and all promoters, directors, employees of the Company, harmless against each and all losses, liabilities, penalties, damages, claims, actions, proceedings, cost and expenses, including reasonable attorney’s fees and disbursements in connection therewith, asserted or claimed against or incurred by the Company which may arise out of or result from or payable on account of the IHWM, failing to comply with the terms and conditions as mentioned in this Contract.

16.3. The IHWM undertakes to indemnify and hold the Company including each and all promoters, directors, employees harmless against any action, loss, damage, suits, claims, complaints, penalty arising out of or in relation with the loss or damage caused due to any misconduct, lapse, fault, negligence, fraud, misappropriation, etc. committed by employee, associate, partner, director, representative, etc. of the IHWM or the IHWM, whether jointly or severally.

16.4. The IHWM shall promptly, but no later than 30 (thirty) days (excluding time taken for approvals necessary to make indemnity payments under Applicable Law), make the indemnification payment.

16.5. To the extent the payment by the IHWM of any amounts pursuant to the provisions of this Clause shall be subject to receipt of all necessary approvals from the Government Authorities / relevant Authorities, the IHWM shall obtain all such approvals from Governmental Authorities or relevant authorities and shall promptly make all applications and take all steps required to obtain the same and in the event the IHWM fails to take such an action, the Company may take such actions and all costs incurred by the Company in doing so shall constitute and be a part of the Claims.

16.6. The IHWM shall not seek restitution from the Products/ commissions received/ to be received for any amounts paid by the IHWM under the terms of this Contract and the IHWM expressly waives all rights in law, equity and otherwise in respect of such restitution.

16.7. The indemnification rights of the Company under this Contract are without prejudice, independent of and in addition to, such other rights and remedies as the Company may have at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution, or other injunctive relief, none of which rights or remedies shall be affected or diminished by the right to indemnity under this Contract.

17. INTELLECTUAL PROPERTY RIGHTS

17.1 The IHWM acknowledges that the Intellectual Property Rights of the Company including Confidential Information, trademarks, service marks and trade names as may exist or are that of the Company whether owned, licensed, assigned, transferred, etc. and valuable goodwill and reputation is attached to the same and that the IHWM will use the same only in the manner and to the extent specifically licensed under this Contract. The IHWM shall not use any other mark(s) unless approved by the Company in writing.

17.2 The IHWM understands and agrees that the license to use the said Intellectual Property Rights is a non-exclusive and non-transferrable right.

17.3 The IHWM expressly covenants that during the Term of this Contract and after the expiration or termination thereof, the IHWM shall not directly or indirectly contest or aid in contesting the validity or ownership of the Intellectual Property Rights herein.

17.4 The IHWM agrees to promptly notify the Company, of any claim, demand, or suit based upon or arising from, or of any attempt by any other person, firm, or corporation, to use the Intellectual Property Rights, in which the Company has a proprietary interest.

17.5 The IHWM shall not use the Intellectual Property Rights, its repute and the goodwill attached to it as part of its corporate or other business ventures, unless permitted by the Company in writing.

17.6 The IHWM understands and acknowledges that each and every detail of the Intellectual Property Rights and the Distribution Business of the Products of the Company is important to the Company and, the IHWM accordingly covenants:

1. 1. To conduct Distribution Business of the Products of the Company under the name of the Company and Intellectual Property Rights connected therewith, without prefix or suffix along with the same logo/ label mark and not make, at any times whatsoever, changes of any nature to it.
   2. To adopt and use the Intellectual Property Rights hereunder solely in the manner prescribed by the Company; in case it is found out that the IHWM has misused or tried to use the Intellectual Property Rights which is not in accordance with the guidelines laid under this Contract, the Company shall have a right but not an obligation to terminate this Contract and further such right shall be without prejudice to other rights and remedies available to the Company under the Contract and / or the prevalent laws in India.

18. WARRANTIES, REPRESENTATIONS AND COVENANTS

18.1. The Company represents and warrants that it has the right to enter into this Contract and to grant the IHWM the right to conduct Distribution Business of the Products of the Company.

18.2. The IHWM represents and warrants in relation to itself to the Company that:

1. 1. It has all requisite authority and eligibility to execute, deliver and perform its obligations under this Contract and any and all of its obligations hereunder.
   2. It has all necessary statutory and regulatory permissions, Approvals, consents and permits for commencing, running and operation for conduct of Distribution Business of the Products of the Company, more particularly for the obligations as provided for in this Contract.

iii. It will provide such co-operation as the Company reasonably requests in order to give full effect to the provisions of this Contract iv. The execution and performance of this Contract by the IHWM does not and shall not violate any provision of any existing Contract with any Person.

1. 1. It has the requisite expertise, experience, infrastructure, manpower, mobility and communication modes required to efficiently perform the obligations of Distribution Business of the Products of the Company under the present Contract.
   2. It will perform its obligations of Distribution Business of the Products of the Company under this Contract in compliance with all applicable and enforceable laws, ordinances and regulations and will obtain and maintain in full force and effect, any permissions, permits, licenses, consents, Approvals and authorizations necessary for the performance of its obligations hereunder. The IHWM understands that taking all permissions, approval, registration, and consent from concerned government authorities, departments etc. are sole responsibility of the IHWM. vii. It confirms that there is no investigation, arbitration, litigation, whether civil or criminal, or any other proceedings pending or threatened against the IHWM at the instance of any third party and there are no outstanding court orders, court decrees, attachment orders or prohibitory orders or court stipulations to which the IHWM is a party, by which any restriction has been placed upon the IHWM for the performance of its obligations under present Contract or may affect the performance of the present Contract. viii. It specifically represents and warrants that the IHWM is not employing any pirated or unauthorized software of any description for any purposes whatsoever and or is not in violation of Intellectual Property Rights of any third party.
   3. Neither this Contract nor any annexure hereto, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading. There is no fact which materially and adversely affects or may affect in the future, so far as now can be reasonably foreseen, the business, condition (financial or otherwise), properties, operations or prospects of the IHWM which has not been set forth herein.

19. ASSIGNMENT OF RIGHTS

The IHWM shall not assign or purport to assign or otherwise deal with any of its rights and obligations hereunder or transfer such rights and obligations hereunder to any third party, except with the prior written consent of the Company, unless specifically allowed in this Contract. Any violation of the present clause shall be treated as material breach of the terms and conditions and the present Contract is liable to be extraordinarily terminated forthwith on this ground alone by the Company.

20. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of India without regard to applicable conflicts of laws principles.

21. DISPUTE RESOLUTION

21.1. Any dispute, controversy or claim arising out of or in connection with this Contract, both the parties shall make efforts to resolve the same amicably within a period of 15 (fifteen) days. If it is not possible to resolve the dispute mutually within a period of 15 (fifteen) days, then such dispute, claim or differences shall be settled by arbitration. The dispute, claim or difference shall be referred to sole arbitrator appointed with the consent of both the Parties among the list of at least 3 arbitrators provided by the Company and award in pursuance thereof shall be final and binding between the Parties. The language of arbitration shall be English and the seat and venue of arbitration shall be Delhi and governing laws shall be that of India and arbitration is to be carried out in accordance with the provisions of The Arbitration and Conciliation Act, 1996 and as amened from time to time. This clause shall survive the termination of this Agreement.

21.2. The costs and expenses of the arbitration, including, without limitation, the fees of the arbitration, shall be borne equally by each Party to the dispute or claim and each Party shall pay its own fees, disbursements, and other charges of its counsel, except as may be determined by the Arbitrator. The Arbitrator would have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum would carry interest, if awarded, until the actual payment of such amounts.

21.3. Subject to Applicable Law, any award made by the Arbitration Board shall be final and binding on each of the Parties that were parties to the dispute.

21.4. The courts at Delhi shall have exclusive jurisdiction to entertain any dispute arising due to or out of this Contract.

22. FURTHER ASSURANCES

Each Party shall, at any time and from time to time upon the written request of any other Party: i. promptly and duly execute and deliver all such further instruments and documents and do or procure to be done all such acts or things, as such other Party may reasonably deem necessary or desirable in obtaining the full benefits of this Contract and of the rights and ownership granted pursuant hereto; and ii. do or procure to be done each and every act or thing which such other Party may from time to time reasonably require to be done for the purpose of enforcing such other Party’s rights under this Contract.

23. NOTICES

23.1. Any notice or other communication that may be given by one Party to the other shall always be in writing and shall be served either by (i) hand delivery duly acknowledged; or (ii) sent by registered post with acknowledgment due; or (iii) by email at the respective addresses set out herein below or at such other address as may be subsequently intimated by one Party to the other in writing as set out herein at such address as communicated by the IHWM at the time of registration.

23.2. All notices shall be deemed to have been validly given on (i) the business date immediately, if transmitted by email transmission, or (ii) the business date of receipt, if sent by courier or hand delivery; or (iii) the expiry of seven days after posting, if sent by registered post.

23.3. Any Party may, from time to time, change its address or representative for receipt of notices provided for in this Contract by giving to the other Party not less than 7 (seven) days prior written notice.

24. MISCELLANEOUS

24.1 No Partnership

Nothing contained in this Contract shall constitute or be deemed to constitute a partnership or association of persons between the Parties, and no Party shall hold himself out as an agent for the other Party, except with the express prior written consent of the other Party.

24.2 Time

Any date or period as set out in any Clause of this Contract may be extended with the written consent of the Parties failing which time shall be of the essence.

24.3 Independent Rights

Each of the rights of the Parties hereto under this Contract are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Contract or otherwise.

24.4 Each Party shall promptly execute and deliver such additional documents and agreements as are envisaged in this Contract and any other agreement or document as may be reasonably required by the other Party for the purpose of implementing this Contract.

24.5 Amendment and Variation

The company can make any variations and amendments to the Contract including any recitals, schedules, annexures, or exhibits. The company shall notify the IHWM of any such variation and amendments to the present Contract within a reasonable period prior to the change becoming effective. The IHWM will have an option to either object to the amendments and/ or variation made by the Company within 30 days of such notification and in case no objection is made by the IHWM within 30 days of such notification or continual Distribution Business by it, whichever is earlier, will render the amendments and/ or variations expressly accepted by the IHWM. In case the IHWM object to the notified amendment and/ or variation as per the clause then the IHWM will be entitled to terminate the Contract at the time such amendment and/ or variation becomes effective by giving a written communication in this regard within 30 days. However, if the IHWM doesn’t send the written communication for termination or continues Distribution Business, will mean that the amendment and/ or variation has been expressly accepted. Neither the IHWM nor the Company may claim that this Contract (i) has been altered or amended by any practice or course of dealing or course of action, (ii) has been modified or amended verbally by an officer or employee of the Company, or (iii) that there is a quasi-contract or an implied in fact contract between the IHWM and the Company.

24.6 Waiver

Failure to enforce compliance with any term or condition of this Contract shall not constitute a waiver of such term or condition of this Contract or the right to subsequently enforce such term or condition in the future. No waiver, by either party, of any provision of this Contract shall, in any event, become effective unless the same shall be in writing and such waiver shall be effective only in the specific instance described and for the purpose for which the waiver is given.

24.7 Severability

If for any reason whatsoever, any provision of this Contract is or becomes by the applicable law of the land or is declared by a court of competent jurisdiction to be, invalid, illegal or unenforceable, this Contract shall be considered divisible as to such provision and such provision shall be inoperative, and the remainder of this Contract shall be valid, binding and of like effect as though such provision was not included herein.

24.8 Supersession

This Contract contains the complete contract between the parties hereto with respect to the transactions contemplated hereby and thereby and supersedes all prior agreements and understandings between the parties hereto with respect such transactions.

24.9 Costs and Expenses

Except as otherwise expressly provided herein, each Party shall bear all costs and expenses incurred by it in connection with drafting of the Contract, discussions, negotiations, and investigations undertaken in connection with the subject matter hereof, including costs and expenses associated with the retention of financial, legal, tax and other professional advisers.

24.10 Violation of terms

The Parties agree that each Party shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain any other Party from committing any violation or enforce the performance of the covenants, representations, warranties, and obligations contained in this Contract. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Parties may have at law or in equity, including without limitation a right for damages.

24.11 Third Party Beneficiaries

The terms and provisions of this Contract are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person.

24.12 Entire Contract

This Contract along with the standard operating procedures, Manuals, policies and instructions issued by the Company to the IHWM from time to time, shall constitute this entire agreement as final agreement and this Contract shall supersedes any and all prior agreements, including letters of intent, memorandum of understanding and term sheets, in writing, between the Parties hereto with respect to the subject matter herein. It is agreed between the parties that any and all prior agreements, including letters of intent, memorandum of understanding and term sheets executed between the parties prior to the signing of this Contract shall stand cancel.

24.13 Final provisions

The Company shall be entitled to amend this Contract at any time, as the Company may deem fit, at its sole discretion. The Company will announce changes within a reasonable period of time. The IHWM shall have right as enumerated in Clause 24.5.

24.14 If this Contract is translated into another language and there are inconsistencies in any provision between the English and the translated version of the Contract, the English version shall always take precedence.

EXHIBIT-A

REGISTRATION AND KYC PROCESS

1. To become an IHWM, You must be an Indian citizen and not below 18 (eighteen) years of age in case of any individual in all the States of India except Maharashtra and not below 21 (twenty one) years of age in case of any individual in the State of Maharashtra. In case You are a person other than an individual, then in such a case such IHWM must be a legal entity entitled to do business and must have a place of business in India with eligibility to enter a business contract.

The following people are not eligible to apply for IHWM or be an Authorized Representative of a legal entity enrolled as an IHWM:

1. People having a conviction record or bankruptcy during the last five year from the date of this Application; and/or
2. Person of unsound mind.

2. Material Requirements to become an IHWM:

Without limiting Company’s discretion to accept an application for registration as an IHWM

2.1. Any natural person (individual) entering the Contract should:

1. 1. Be of the age of majority as per applicable law and should not be barred from executing the Contract.
   2. Provide correct, updated, and truthful information including but not limited to full name, government issues identification, address/residential address (and proof of address), date of birth and other such information or document as required/requested.
   3. Not subject to any Professional Conduct Rules or company’s/organization’s applicable code of conduct which prohibit participation as an IHWM.
   4. Comply with the provisions of Period of Inactivity, if he/she previously had terminated or operated under a Contract that was earlier terminated or not renewed.
   5. Not own another Healy World Business in the same Market, unless permitted in writing by the Company.
   6. There are presently no bankruptcy proceedings or winding up or liquidation proceedings against the IHWM.
   7. Must not be a person serving an imprisonment sentence or otherwise confined to any correctional institution or have a previous conviction record for an offence relating to production (and/ or) trading of counterfeit goods, false advertisement, illegal conduct of business, tax evasion (or) deception of Consumer, or an offence relating to deceptive appropriation of assets, abuse of trust to appropriate assets (or) unlawful possession of assets (or) declared bankrupt.

2.2. Any Legal Entities entering the Contract should:

1. 1. The entity’s scope of business, as set forth in the Articles of Association of that legal entity, should comply with the activities anticipated in the IHWM Contract. Healy World may request additional information and documentation.
   2. Full name, identification proof (identity card or passport), residential address, date of birth/nationalities of directors, shareholders, and ultimate beneficial owners of the legal entity.
   3. Certificate of Incorporation.
   4. Memorandum and Articles of Association
   5. Board Resolution duly authorizing the person executing the agreement and his identity and address proof.
   6. The person executing the Agreement, or his successor, on behalf of the legal entity should be an authorized representative and/or the majority owner of that legal entity who controls the entity, and meet the qualifications set forth for natural person hereinabove.

2.3. The supporting documents shall include the following as a part of KYC process:

1. 1. In case the IHWM is a natural person (Individual):
   2. For Valid ID Proof: a copy of the PAN card of the IHWM has to be uploaded.
   3. For Valid Address Proof: a copy of any i.e. Passport, Driving License, Aadhaar Card, Voter Card has to be uploaded;

• • A recent passport size photograph of Yourself in white background.

1. 1. GST Certificate, if applicable.
   2. Tax Identification Number.
   3. Signed copy of this Contract.

1. 1. In case the IHWM is a legal entity:
   2. For Valid ID Proof of the IHWM: a copy of the PAN card of the IHWM has to be uploaded.
   3. For Valid Address Proof of the IHWM: a copy of notarized Rent Contract or bank statements or electricity bill in the name of the IHWM has to be uploaded.

• • For Valid ID Proof of the directors in case of a company, designated partners in case of LLP, proprietor in case of sole proprietorship, partners in case of a partnership firm, trustees in case of trust, authorized representative in case of any other body corporate: a copy of the PAN card of all such directors, designated partners, proprietor, partners, trustees, authorized representative has to be uploaded.

1. 1. GST Certificate of the IHWM, if any.
   2. Tax Identification Number of the IHWM.
   3. Board Resolution/ Authority Letter in the prescribed format for signing this Contract in favor of authorized representative who shall be designated as the Authorized Representative of the legal entity and the Company may rely and act on any information provided by the Authorized Representative;

• • A recent passport size photograph of the Authorized Representative of the said legal entity in white background;
  • Signed copy of this Contract by the Authorized Representative.

All the supporting documents must be uploaded only in JPEG, JPG, and GIF formats only and the total size of all the files must not exceed prescribed MB. Further, You acknowledge that the Company reserve the right to ask for further documents.

1. 3. You agree and acknowledge that by completion of IHWM Application Form and uploading the supporting documents as stated hereinabove, it is deemed that You agree and accept the content of said IHWM Application Form. You agree to not apply as a IHWM using a fictitious or assumed name.
   4. On successfully completion of the IHWM Application Form along with uploading of supporting documents, Your registration application shall be received by the Company for its approval. You shall receive a no-reply automated email from the Company with respect to the same on Your email-id which is registered at the time of executing the Contract.
   5. On receipt of Your IHWM Application Form along with the supporting documents/ amendments thereto, the Company shall verify, from its end the content of the same. The Company, at its sole discretion has the right to accept, reject or ask for additional information from You and the same shall be communicated to You on your registered email address.
   6. In case of acceptance or rejection of the Your IHWM Application Form along with the supporting documents / amendments thereto, you shall receive a formal email from the Company at Your registered email-id. In case of rejection of Your IHWM application form along with the supporting documents/ amendments thereto, the Company is not liable to provide You with any reason for the same. In case the Company asks for additional information from you, you shall be bound to furnish the same within 7 (seven) days from the date on which the mail was sent by the Company, failing which the registration process shall be deemed suspended.
   7. You are allowed to submit only a single online IHWM application form which is linked to Your PAN. In the event that there are more than one IHWM Application Form received by the Company which are linked to the same PAN, only the first duly completed application received by the Company will be accepted and all subsequent IHWM Application shall be void ab initio.
   8. In case of non-completion of registration and KYC process in a timely manner, as determined by the Company, you shall not be considered for the IHWM of the Company.
   9. Upon successful completion of registration and KYC process in a timely manner, as determined by the Company, You shall receive Your IHWM ID Number on Your registered email address. The said IHWM ID Number shall be considered as an identification number that the Company assigns to You when the Company accepts You as its IHWM.
   10. Under the IHWM Contract, the IHWMs would be entitled to receive the following benefits, including:

• • The right to purchase Healy World products through Healy World, on a non-exclusive basis, at IHWM cost as set by Healy World in its sole discretion.
  • The right to sponsor others to become IHWMs and promote Company’s Products.
  • The right to qualify for bonuses, other rewards and/or recognition under the Healy World Compensation Plan.
  • Use of Healy World’s trademarks, copyrighted works, and other intellectual property in accordance with the Healy World’s Rules of Conduct and other provisions as advised by Healy World from time to time which shall form an integral part of the Contract and other documents as published by the Company from time to time, and
  • A variety of support and assistance to carry out the Healy World Business.

1. 11. You are not required to purchase any Products & Services to become the IHWM and the registration is free of cost.
   12. For a Customer of the Company who later applies to become a Distributor, his/her last Referrer for his/ her purchase shall also be considered as his/her Referrer of his/her Distributorship, unless the Customer’s last purchase from the Company was more than six (6) months before his/her Distributor application and in his/her application he/she states another Distributor as his/her Referrer.
   13. You agree that the said IHWM ID Number is exclusive in nature and cannot be assigned by You to any other Person, without the prior written approval of the Company. Such consent shall be at the sole discretion of the Company and may be withdrawn without any justification.
   14. The Company reserves the right to require the IHWM to provide proof of identity and business registration (e.g. presentation of business license) prior to the first payment of commissions. At Company’s option, proof of identity may be provided in the form of a copy of the identity card or passport in connection with a current electricity, gas, water or other consumption bill (not older than one month) and must be provided within 30 (thirty) days of the request. In the case of Legal Person, proof of identification of the responsible person (e.g. managing director or personally liable shareholder) must be provided as determined and instructed by the Company and, if an entry has been made in the commercial register, a copy of the current extract from the commercial register (not older than one month).

1. 15. As an IHWM, You agree to conduct my Healy World Business according to the following principles:
   16. Uphold and follow the Contract as laid out from time to time among other instructions provided by the Company along with all the applicable laws.
   17. Guiding principle for doing business with anyone, I meet in my capacity as an IHWM is to treat them as fairly as I would like to be treated myself.
   18. Present the Products, Distribution Business opportunities, the related training and the other opportunities and benefits offered by the Company to my consumer and other IHWMs (including Prospects) in an honest and truthful manner. Whether verbal or in writing, I will make only such claims related to the product, the bonuses and the other opportunities that are provided officially by the Company.
   19. Be courteous and prompt in servicing my consumer, as well as in the handling of complaints.
   20. Accept and carry out the different prescribed responsibilities of an IHWM (and those of a Sponsor and as per the titles achieved) when I progress to those levels of responsibility.
   21. Conduct in a manner as to reflect only the highest standards of integrity, honesty, and responsibility.
   22. Not in any circumstances, use the Company’s network for marketing products other than the Products. Respect the direct-to consumer method of distribution and therefore not sell through any retail outlets or other digital platforms of any nature.
   23. Only conduct my Healy World business in countries that are already opened for business by Healy World.
   24. Not sell complimentary promotional materials, any training material or charge any fees not provided for by the Company.
   25. Offer the training to other IHWMs free of charge.
   26. Agrees and acknowledges that the Contract submitted are subject to acceptance by the Company to become binding.
   27. Personally update and inform all your Sales Group/Organization to Distribution Business and activities, Rules of Conduct, Policies and Compensation Plan to ensure that such person treats this as basis of joining as IHWM.
   28. Fulfill my confidential obligations under the present Contract.

THE TERMS AND CONDITIONS OF THE CONTRACT (INCLUDING DOCUMENTS FORMING PART) ARE SUBJECT TO CHANGE FROM TIME TO TIME. THE FAILURE TO COMPLY WITH THEM MAY RESULT IN ACTION AGAINST YOUR DIRECT SELLING BUSINESS AND MAY AFFECT YOUR DIRCT SELLERSHIP ADVERSELY.

 

THE COMPANY, DHC MEDICAL SERVICES HEALY WORLD TRADING INDIA PRIVATE LIMITED, THEREBY RESERVES THE SOLE RIGHT TO AMEND THE CONTRACT AT WILL. COMPLIANCE TO THE SAME SHALL BE NECESSARY AT ALL TIMES BY EVERY IHWM.

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Company                                                                                           IHWM