POLICIES AND PROCEDURES

URBAN RETREAT by Acti Labs Ltd. (referred to as: UR)

Please read these terms and conditions carefully before reserving through our site. You should understand that by purchasing an Enrolment Package, you agree to be bound by these terms and conditions.

To protect the integrity of all Downline organizations, UR does not allow voluntary changes in sponsorship. Please consider who you join before enrolling. You will not be able to switch sponsor later unless all your upline team leave.


Our Commitment
After purchasing your Enrolment Package, you will receive an e-mail from us acknowledging that we have received your payment. This email will also contain your purchase number. Your welcome email will also give you access to your Consultant back office account, personal UR webshop and free support materials.
We will send to you a further email when the start kit has been dispatched with details to enable you to track your order.


DISCLAIMER: The information in this document is not in any way intended to provide business advice. As with any business, each Consultant’s business results may vary, and will be based on, among other factors, a Consultant’s individual capacity, business experience, expertise, and motivation. UR does not guarantee that Consultants participating in the business opportunities described herein will generate any income. Please be advised, UR further reserves the right, in its sole discretion, to remove any Consultant’s Downline Sales Organization, including all Bonuses, Commissions and Status Advancements, if that Consultant fails to maintain an “active status” in accordance with the Independent Contractor Consultant Agreement.

N.B Under the Consumer Contracts Regulations, digital access rights are neither goods nor services, meaning the law is

a little different & there is no ‘cooling off period’. By completing your registration as a Consultant you are waiving your

rights to a statutory refund if you change your mind, however, as a gesture of our good faith we will offer 50% refunds

of your enrolment fee if they are requested within 24 hours of registration. Your request should be sent via email to:

admin@urban-retreat.com.


TABLE OF CONTENTS

ARTICLE 1 – INTERPRETATION

1.1 Defined Terms

ARTICLE 2 – INTRODUCTION 

2.1  The Company 

2.2  Consultant Code of Ethics 

ARTICLE 3 – POLICIES AND CAREER PLAN INCORPORATED INTO INDEPENDENT CONTRACTOR CONSULTANT AGREEMENT

ARTICLE 4 – BECOMING AN CONSULTANT

4.1  Requirements to Become a Consultant 

4.2  New Consultant Enrollment and Sponsors 

4.3  Eligibility 

4.4  Starter Kit 

4.5  Taxpayer Identification Information

4.6  Getting Activated 

4.7  Consultant Benefits

4.8  Renewal of an UR Business 

ARTICLE 5 – CONSULTANT RELATIONSHIP WITH UR

 5.1 Independent Contractor Status

5.1.1  General 

5.1.2  Misrepresentation of the UR Opportunity

5.1.3  Taxes

5.2  Conflicts of Interest and Non-solicitation and Participation in other Direct Selling Ventures

5.3  Reports, Confidential Information and Non-Disclosure

ARTICLE 6 – CONSULTANT REQUIREMENTS AND RESTRICTIONS

6.1  Adherence to the UR Career Plan and Official UR Material

6.2  Sponsoring and Enrolling

6.3  Line Switching and Changes of Sponsorship

6.4  UR Career Plan Manipulation 

6.5  One UR Business per Individual Person/Consultant

6.6  Actions of Household Members or Affiliated Individuals

6.7  Cross-Border Activity – Conducting Business in a Home Country

6.8  Cross-Border Activity – Conducting Business outside a Home Country

6.9  Change of Residency to another Country

6.10  Use of the UR Communication System

6.11  Purchase Limitations

6.12  No Inventory Requirements

6.13  Consultant Information

6.14  Security

6.15  Reporting Security Breaches

ARTICLE 7 – CONSULTANT LEADERSHIP OBLIGATIONS

7.1  Sponsorship, Training and Continuing Development Obligations

7.2  Prohibiting Against Excessive Charges for Training

7.3  Training to be Documented

ARTICLE 8 – MARKETING AN UR BUSINESS AND USE OF UR TRADEMARKS AND OTHER UR CONTENT

8.1  General 

8.2  Trademarks

8.2.1  Trademark Ownership 

8.2.2  License

8.2.3  Restrictions

8.3 Official UR Materials 

8.3.1  Trademark Merchandise

8.3.2  Flyers/Invitations

8.3.3  Videos and Digital Media

8.3.4  Training Tools

8.4  Mass Media Advertising

8.5  Intellectual Property Rights and Submission of Ideas to UR

8.6  Websites and other Forms of Electronic Communication

8.6.1  General

8.6.2  Domain Names and Email Addresses

8.6.3  Personal Websites

8.6.4  Social Networking and Social Media

8.6.5  Registered External Websites (Non-Personal Websites)

8.6.6  Social Networking and Online Presence with Registered External Website-like Features

8.6.7  Search Engines, Keywords and Meta-Tags

8.6.8  Sponsored Links/Pay-Per-Click (PPC) Advertisements

8.6.9  Termination of the Consultant Agreement and Online Presence

8.6.10  Social Networking and Independent Website Termination

8.7 Newsletters 

8.7.1  Events, Trade Shows, Expositions, Etc

8.7.2  Other

8.8 Personal Videos and Digital Media

8.9 The UR Opportunity: Claims

8.9.1  Income Claims

8.9.2  Tax or Write-Off Claims

8.9.3  Monetary Incentives or Similar Incentives Prohibited

8.10  UR Products: Claims 

8.11  Bonus Buying and Fraudulent Activities Prohibited

8.12  No Territory Restrictions

ARTICLE 9 – RESPONSIBILITIES OF CONSULTANTS

9.1  Non-disparagement 

9.2  Zero-Tolerance Harassment Policy

9.3  Reporting Policy Violations 

ARTICLE 10 – ORDERING

10.1  General

10.2  Restrictions on Third Party Use of Credit Cards, Debit Cards andBank Accounts

10.3  Shipping and Handling Charges 

10.4  Credit or Debit Card Chargebacks 

10.5  Sales Tax

10.6  Cut-Off Date 

ARTICLE 11 – SHIPMENTS

11.1  General 

11.2  Order Tracking

11.3  Non-Deliverable Orders

11.4  Cancelled Orders

ARTICLE 12 – SELLING UR PRODUCTS 

12.1  Product Sales

12.2  Pricing Products

12.3  Altering Packaging, Labels and Products

ARTICLE 13 – BONUSES AND COMMISSIONS

13.1  Bonus and Commission Qualifications

13.2  Adjustment to Bonuses and Commissions for Returned Products

13.3  Online Reports

ARTICLE 14 – RETURNS, REFUNDS AND CANCELLATIONS

14.1  The UR Returns Policy

14.2  Resalable Items

14.3  Return Shipping

ARTICLE 15 – INACTIVITY AND Termination 

15.1 Effect of Termination 

15.2 Inactivity

15.2.1 Voluntary Suspension

15.3  Involuntary Termination 

15.4  Voluntary Termination

15.5  Cessation of Business

ARTICLE 16 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

16.1  Disciplinary Actions 

16.2  Grievances and Complaints

16.3  Duty to Cooperate

16.4  Confidentiality Regarding Disputes

16.5  Arbitration

16.6  Governing Law and Jurisdiction and Venue

ARTICLE 17 – LIMITATION OF LIABILITY; INDEMNIFICATION

17.1 Indemnification and Limitation of Liability

ARTICLE 18 – MISCELLANEOUS 

18.1  Severability 

18.2  Survival

18.3  Waiver 

18.4  Right to Use Third Parties

18.5  Force Majeure 

18.6  Interpretation/Usage 

18.7  Entire Agreement 

18.8  Notices

18.9  Schedules and Exhibits


SCHEDULE “A” defined terms


ARTICLE 1 – INTERPRETATION
1.1 Defined Terms
Defined terms contained herein are set forth in SCHEDULE “A”.


ARTICLE 2 – INTRODUCTION

2.1 The Company

UR is a direct sales company that markets Beauty and Wellness related products and regimens through its consultants, online and via its flagship Day Spa in central London. Its mission is to be a leading direct to consumer sales organization by empowering the entrepreneurial spirit and providing its consultants with the opportunity to build a business that they can be proud of. UR’ commitment to social responsibility and the environment is paramount and UR continually strives to use recycled materials and ethically sourced ingredients.

2.2 Consultant Code of Ethics
All UR Consultants agree to abide by the following Consultant Code of Ethics:

  1. (a)  You are the public face of the UR brand. Whether you are talking to a Consultant, prospective Consultant, Customer or UR employee, remember, at that moment, you are representing the UR’ brand and reputation. Please be respectful and courteous;

  2. (b)  Promote a climate of trust and mutual respect. Do not make discouraging or disparaging comments about or toward other Consultants, Customers and employees. Refrain from engaging in negative language, bullying, threats, defamatory statements and gossip;

  3. (c)  Be confident in UR, your business and UR Products and refrain from criticizing other companies’ products and services;

  4. (d)  Be honest and fair in your dealings. As a Consultant, conduct yourself in an ethical, moral, legal and financially sound manner that enhances your reputation and the positive reputation established by UR. Show sensitivity to local customs and culture when working;

  5. (e)  Respect an individual’s right to privacy and their right to bring any contract to an end. Answer their questions honestly and clearly;

  6. (f)  Represent UR Products, the UR Career Plan and other Official UR Material in an honest and realistic way. Do not inflate or exaggerate the benefits, claims or attributes of UR Products or the UR Opportunity;

  7. (g)  When signing up a new Consultant or Customer, ensure that they see, understand and agree to all the terms and conditions of the contract they are agreeing to, including the UR Policies and Procedures and the UR Career Plan;

  8. (h)  Be clear that success is dependent not only on the amount of time and energy an individual puts into their business, but also the manner that time and energy is utilized. Give reasonable examples of the types of expenses they should expect as well as the amount of time they’ll need to devote to the business. Do not guarantee income or earnings for any individual Consultant;

(i) Fulfill your leadership responsibilities. As a Sponsor, train, support and communicate with the

Consultants in your Downline Sales Organization. Ensure you follow up and support
your organization to assist them in building a Customer base and Downline Sales Organization;

  1. (j)  Play fairly and respect the relationship between a prospect and the Consultant who introduced them to UR. If you are approached by someone who wants to become a Consultant, advise them to reach out to the person who invited them to the event. As a courtesy to your fellow Consultants, do not offer, entice, encourage, solicit or attempt to influence a prospect’s decision to sign up with you, as opposed to the person who introduced them to the business;

  2. (k)  Have an open-door policy for training and meetings. All training events should be open, meaning any Consultant from any Upline may attend, as these types of events are business- building opportunities for all Consultants; and

  3. (l)  Abide by both the letter and spirit of the UR Policies and Procedures.


ARTICLE 3 – POLICIES AND CAREER PLAN INCORPORATED INTO INDEPENDENT CONTRACTOR CONSULTANT AGREEMENT

These UR Policies and Procedures, in their present form are incorporated into, and form an integral part of, the Independent Contractor Consultant Agreement, which sets forth UR’ and each Consultant’s legal rights and obligations. Throughout these UR Policies and Procedures, where the term “Independent Contractor Consultant Agreement” is used, it refers to the legally binding contract between UR and each Consultant, which consists of: (a) the Independent Contractor Consultant Terms and Conditions; (b) the UR Policies and Procedures; (c) the UR Career Plan; (d) the UR Shipping and Returns Policy; (e) the Online Application Form; and (f) the Business Entity Registration Package (if applicable). In the event of any conflict between the Independent Contractor Consultant Terms and Conditions, the applicable Online Application Form or the applicable Business Entity Registration Form and these UR Policies and Procedures, these UR Policies and Procedures shall control.

UR Consultants are required to comply with the Independent Contractor Consultant Agreement, as well as any and all laws (national, federal, state, provincial, territorial, local, or otherwise) governing their UR Business and their conduct. Because a Consultant may be unfamiliar with many of the standards of practice set out herein, it is very important that all Consultants read and abide by the Independent Contractor Consultant Agreement (which includes these UR Policies and Procedures) and ensure that he or it is aware of and operating under the most current version. If a Consultant has any questions regarding any provision of the Independent Contractor Consultant Agreement, the Consultant should seek an answer from his or its Sponsor or from UR at admin@urban-retreat.com.

Because laws and the business environment periodically change, UR reserves the right to amend this Independent Consultant Agreement at any time except in the event of a pending arbitration, in its sole and absolute discretion. Notice of amendments to the Independent Contractor Consultant Agreement shall be published in a Consultant’s Back Office and shall become effective thirty (30) days after such publication. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of a Consultant’s UR Business or a Consultant’s acceptance of Bonuses and Commissions shall constitute acceptance of any and all amendments.


ARTICLE 4 – BECOMING AN CONSULTANT

4.1 Requirements to Become a Consultant To become a Consultant, each applicant must:

  1. (a)  Be of the age of majority in his state/province or country of residence;

  2. (b)  Reside (or be legally authorized to work) in an Authorized Country in which UR conducts business and accepts new Consultants;

  3. (c)  Read and agree to abide by the Independent Contractor Consultant Agreement; and

  4. (d)  Submit a properly completed and paid Digital Enrolment Request that is accepted by UR.

4.2 New Consultant Enrollment and Sponsors

When a Consultant sponsors a new Consultant (the sponsoring Consultant being referred to as a “Sponsor”), the Sponsor shall not fill out, sign, or accept the Independent Contractor Consultant Agreement (including the Online Application Form and the Business Entity Registration Form, if applicable) on behalf of the applicant. See Section 6.2 for more information on sponsoring.

4.3 Eligibility
UR reserves the right to accept or reject any Online Application Form or Business Entity Registration Form for any

reason in its sole discretion. 4.4 Starter Kit

In order to familiarize new Consultants with UR Products, sales techniques and other matters, UR provides new Consultants with a Start Kit at the time they submit an Online Application Form.
UR will also accept returns of unused Sample Kits within thirty (30) days from the date of purchase for a refund (less shipping and handling charges, online access fee and training tools, which will not be refunded) so long as the returned Starter Kit was purchased directly from UR and is in resalable condition (for additional information on what constitutes “resalable condition,” refer to Section 14.2). For greater clarity, the items contained within the Starter Kit case must not be opened or altered and be in “resalable condition” as set out in Section 14.2. No refunds will be issued for a partial return of only some items in a Starter Kit. For additional information on returning Starter Kits, refer to Section 14.3.

4.5 Taxpayer Identification Information

When completing the Online Application Form Consultants located in the United States must enter their legal name and social security number exactly as they appear on a Consultant’s social security card. Failure to comply may result in Disciplinary Actions (including the possible termination of a Consultants Independent Contractor Consultant Agreement).

N.B Under the Consumer Contracts Regulations, digital access rights are neither goods nor services,

meaning the law is a little different & there is no ‘cooling off period’. By completing your registration

as a Consultant you are waiving your rights to a statutory refund if you change your mind, however,

as a gesture of our good faith we will offer 50% refunds of your enrolment fee if they are requested

within 24 hours of registration. Your request should be sent via email to: admin@urban-retreat.com.

4.6 Getting Activated

Once an applicant has submitted a properly completed Independent Contractor Consultant Agreement, purchased a Starter Kit, submitted any other documents that UR may require, and UR has accepted and processed the Consultant’s Online Application Form, the applicant will become a Consultant and will be assigned a unique Consultant ID. A Consultant ID must be used by a Consultant to identify himself or itself to UR in all correspondence with UR and may also be required for transactions. A Consultant may, but is not required to, provide his or its Consultant ID to Customers to assist UR in identifying and linking the Customer to the Consultant’s account for online orders.

4.7 Consultant Benefits
Upon entering into the Independent Contractor Consultant Agreement, a Consultant will have the right to:

  1. (a)  Market and promote the sale of UR Products;

  2. (b)  Participate in the UR Career Plan (and receive Bonuses and Commissions, if eligible);

  3. (c)  Enroll other individuals or entities as Consultants and thereby, build a Downline Sales Organization and progress through the UR Career Plan;

  4. (d)  Receive periodic Official UR Materials and other UR communications;

  5. (e)  Access UR sponsored support, training, motivational, and recognition functions; and

  6. (f)  Participate in UR sponsored promotional and incentive contests and programs.

4.8 Renewal of an UR Business

The term of an Independent Contractor Consultant Agreement shall be one (1) year from the date of its acceptance by UR and is automatically renewed by UR for successive one (1) year terms unless: (i) the Consultant with whom it is with has violated a provision or term of the Independent Contractor Consultant Agreement (as determined in the sole discretion of UR), (ii) the Consultant with whom it is with is not current with payments due and owing to UR; or (iii) the Consultant or UR has provided the other party with fifteen (15) days written notice of their intention not to renew the Independent Contractor Consultant Agreement.


ARTICLE 5 – CONSULTANT RELATIONSHIP WITH UR

5.1 Independent Contractor Status 5.1.1 General

UR Consultants are independent contractors and not employees, partners, legal Consultants, or franchisees of UR. The position of Consultant shall not be construed as creating, and the Independent Contractor Consultant Agreement between UR and a Consultant does not create, a relationship of employee-employer, agency, partnership or joint venture between a Consultant and UR.

As independent contractors, Consultants are in complete control of their own UR Business, meaning they shall establish their own goals, hours, and methods of sale subject to compliance with the Independent Contractor Consultant Agreement and applicable law. Consultants shall use their own tools and equipment, including their

own computer, phone, and any other technologies they choose to use as part of their UR Business and shall not incur any debt, expense, obligation, or open any bank account on behalf of, for, or in the name of UR. Consultants shall be solely responsible for paying all expenses they incur, including travel, food, lodging, secretarial, office, telephone and other expenses. There is no guarantee that there is or will be a market for the UR Products or that Consultants will earn or will not lose money.

5.1.2 Misrepresentation of the UR Opportunity

Any marketing and recruiting efforts surrounding the UR Opportunity (including flyers, letters, emails, and ad postings) must not in any way assert or imply that the UR Opportunity is a “job,” that a Consultant is an “employee,” or that a Consultant will receive “salary” or “wages”.

Consultants shall not make false representations as to the nature of the relationship between UR and its Consultants and shall not imply that they are employees of UR, or make any representation, except in accordance with Official UR Material. Consultants shall not refer to themselves as “agents,” “Leaders,” or “company representatives,” nor shall they use such terminology or descriptive phrases on their stationery or other printed or electronic materials. Consultants shall not claim to have a unique advantage, relationship with or access to UR executives, owners, directors, shareholders or employees that other Consultants do not have and may not and shall not rely on UR to provide legal, tax, financial or other professional advice. Consultants will be required to indemnify UR and its Affiliates for the cost, damage, or prejudice stemming from any such false representations, including any legal fees UR or its Affiliates may incur.

Consultants are urged to preserve the independent contractor relationship between themselves and their Downline Sales Organization. If a Consultant permits an employer-employee relationship to develop, such Consultant may find themselves liable for the acts of and injuries to their Downline Sales Organization. UR does not permit any relationship between, or representations by Consultants, which may impose employee liability on UR.

5.1.3 Taxes

UR is not responsible for government withholding obligations and will not withhold or deduct from a Consultant’s Bonuses and Commissions (if any), Taxes or any other like expenses. Each Consultant is solely responsible for (and will indemnify and hold UR and its Affiliates harmless from) paying all applicable Taxes and filing of all necessary Tax forms and returns due in relation to his or its UR Business and any income generated as a Consultant, including in relation to any Bonuses and Commissions or other compensation earned (both monetary and non-monetary).

UR will not withhold or make payments for social security or similar payments, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on a Consultant’s behalf.

5.2 Conflicts of Interest and Non-solicitation and Participation in other Direct Selling Ventures
UR Consultants who are not Leaders are free to participate in other Network Marketing Programs. However,

during the term of their Independent Contractor Consultant Agreement, Consultants shall not:

  1. (a)  Recruit other UR Consultants for any other Network Marketing Program;

  2. (b)  Sell, or attempt to sell, any “competing” non-UR Products. Any product in the same generic category as a UR Product is deemed to be “competing” (e.g., any cosmetic-related product that is in the same generic category as UR Products);

(c) Use any social networking site on which the Consultant has discussed or promoted the Consultant’s UR Business or UR Products to directly or indirectly recruit Consultants for another Network Marketing Program nor take any action that may reasonably be foreseen to result in inviting an inquiry from other Consultants in respect of any non-UR Network Marketing Program activities of the Consultant;

  1. (d)  Display UR Products with any other products or services in a fashion that might in any way confuse or mislead a prospective Customer or Consultant into believing there is a relationship between UR Products and non-UR products or services or other Network Marketing Programs;

  2. (e)  Offer the UR Opportunity or UR Products to prospective or existing Customers or Consultants in conjunction with any non-UR program, opportunity, product or service; and

  3. (f)  Offer any non-UR opportunity, products or services at any UR related meeting, seminar or convention, or immediately following such event.

Any Consultant qualifying as a Consultant of Rank 2 Status or above is entitled to a Cash Team Bonus. Upon acceptance of the Team Bonus, the Consultant shall be deemed a Leader and is precluded from participating in other Network Marketing Programs.

IF, IN THE OPINION OF UR, A CONSULTANT HAS FAILED TO COMPLY WITH ANY OF THEFOREGOING PROVISIONS IN THIS SECTION 5.2, UR RESERVES THE RIGHT TO, AT ITS SOLE DISCRETION, TAKE DISCIPLINARY ACTIONS, WHICH MAY INCLUDE, AMONG OTHER THINGS, REMOVING A CONSULTANT’S DOWNLINE SALES ORGANIZATION, RESCINDING QUALIFICATION FOR BONUSES AND STATUS ADVANCEMENT, CLAWING BACK COMMISSIONS, AND/OR TERMINATING A CONSULTANT’S INDEPENDENT CONTRACTOR CONSULTANT AGREEMENT.

Because the business of UR includes multilevel marketing, network marketing and/or direct sales, which is commonly conducted via electronic means, including the internet and telephone, an effort to narrowly limit the geographic scope of the foregoing non-solicitation provision would render it wholly ineffective. Therefore, the foregoing non-solicitation provision shall apply to all markets/jurisdictions in which Consultants are located and shall survive the termination or expiration of a Consultant’s Independent Contractor Consultant Agreement.

5.3 Reports, Confidential Information and Non-Disclosure

Reports and other confidential and/or proprietary information, including Downline Activity Reports and all information contained in such reports, all Customer Data, UR Product development plans, pricing, problem reports, performance information, marketing and financial plans and data, Customer emails, Consultant emails, contact information and training materials (all such reports and confidential information being collectively referred to herein as “Confidential Information”), much of which is available for Consultant access and viewing in a Consultant’s Back Office, is confidential and is classified as proprietary information and business trade secrets and exclusively belongs to UR.

During the term of a Consultant’s respective Independent Contractor Consultant Agreement and in accordance with and subject to compliance therewith, UR is granting a Consultant a limited, non- exclusive, non-transferable and revocable license to use such Confidential Information. Such Confidential Information is provided to Consultants in the strictest confidence and made available to Consultants for the sole purpose of assisting Consultants in working with their respective Downline Sales Organizations in the development of their UR Business and, but for this agreement of confidentiality and non- disclosure that all Consultants agree to upon execution of their respective Independent Contractor Consultant Agreement, UR would not provide such Confidential Information to Consultants.

Both during the term of a Consultant’s respective Independent Contractor Consultant Agreement and indefinitely thereafter, a Consultant shall not:

  1. (a)  Use Confidential Information for any purpose other than performing his or its obligations or exercising rights under his or its respective Independent Contractor Consultant Agreement;

  2. (b)  Directly or indirectly disclose any Confidential Information to any person that does not otherwise have a legitimate need to know such information so as to permit the performance of the Consultant’s rights and obligations under his or its respective Independent Contractor Consultant Agreement;

  3. (c)  Directly or indirectly disclose to any person the password or other access code to his or its Back Office, or other similar UR passwords or access codes;

  4. (d)  Use any Confidential Information to compete with UR or for any purpose other than promoting or supporting his or its UR Business and/or use Confidential Information for mass solicitation of charitable contributions other than in respect of company sponsored charities permitted by UR through general publication to all Consultants or with the express permission of UR through a specific writing to one or more Consultants; or

  5. (e)  Recruit or solicit any Consultant or Customer listed on any Downline Activity Report or in any other Confidential Information or in any manner attempt to influence or induce any Consultant or Customer to alter his or its business relationship with UR.

A Consultant may disclose Confidential Information to the extent he or it is legally compelled to do so, provided, however, that prior to any such compelled disclosure, the Consultant notifies UR and fully cooperates with UR in protecting against or limiting the disclosure of Confidential Information.

Upon demand by UR or upon expiration or termination of a Consultant’s respective Independent Contractor Consultant Agreement, any current or former Consultant will promptly return the original and all copies of any and all Confidential Information to UR and immediately discontinue any further use thereof. This covenant shall survive the expiration or termination of a Consultant’s Independent Contractor Consultant Agreement.


ARTICLE 6 – CONSULTANT REQUIREMENTS AND RESTRICTIONS

6.1 Adherence to the UR Career Plan and Official UR Material

Consultants must adhere to the terms of the Independent Contractor Consultant Agreement and Official UR Material and may only promote their UR Business as set forth in Official UR Material and in a manner consistent with the terms of the Independent Contractor Consultant Agreement. Consultants shall not offer the UR Opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in Official UR Material. Furthermore, Consultants shall not require or encourage current or prospective Customers or other Consultants to (i) participate in the UR Opportunity or engage in the UR program in any manner that varies from the program as set forth in the Independent Contractor Consultant Agreement and Official UR Material; or (ii) execute or adhere to any agreement or contract other than the Independent Contractor Consultant Agreement, in order to become a Consultant and participate in the UR Opportunity or engage in the UR program.

6.2 Sponsoring and Enrolling

All Consultants in good standing have the right to sponsor and enroll others into UR. For reasons of sponsoring ethics, UR strongly encourages any new applicant to enroll under the Sponsor who introduced such applicant to the UR Opportunity. Every Consultant, however, ultimately has the right to choose who his Sponsor will be. UR reserves the right to change the placement of any Consultant put into the system due to input error. If a change is requested within two (2) Business Days after initial input, UR will correct the input error and there will be no charge to the Consultant for the change. Outside of the two (2) Business Day period after initial input, UR may, in its sole discretion, choose not to grant a request to change an input error.

Resolving disputes between Consultants regarding claims of sponsorship of another Consultant is extremely difficult, particularly when a Downline Sales Organization is implicated. UR reserves the sole and exclusive right to determine the final disposition of such disputes. Therefore, CONSULTANTS WAIVE ANY AND ALL CLAIMS AGAINST UR OR ITS AFFILIATES THAT RELATE TO OR ARISE FROM UR DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE SALES ORGANIZATION THAT IS IMPLICATED IN A DISPUTE BETWEEN CONSULTANTS REGARDING CLAIMS OF SPONSORSHIP.

6.3 Line Switching and Changes of Sponsorship

Each Consultant may have only one Sponsor and no Consultant shall sponsor or attempt to sponsor any person that has already submitted an Online Application Form or Business Entity Registration Package, as applicable, to UR or that has had a UR Business terminated within the preceding three (3) months. This practice, known as “Line Switching,” is strictly prohibited, as is any attempt to circumvent the prohibition on line switching through the use of pseudonyms or assumed names, a spouse’s or relative’s name, trade names or Business Entities. A Consultant is not permitted to encourage, offer or assist any other Consultant to change Sponsors or Uplines. Under no circumstance shall any Consultant offer or provide any financial or other consideration or incentive to another Consultant in exchange for such other Consultant’s agreement to terminate his existing UR Business and re-apply under another Sponsor. Once a Consultant is sponsored, UR does not permit voluntary changes in sponsorship and requires that the relationship between the Consultant and his Sponsor be maintained and protected.

In the case that a Consultant has voluntarily terminated his or its UR Business and chooses to re-enroll as a UR Consultant, then the re-enrolling Consultant’s Sponsor shall be his new Sponsor at the time of re-enrollment. The same rules apply for a Consultant who is involuntarily terminated and is later approved by UR to re-enroll.

If Line Switching is discovered, it must be brought to the attention of the Compliance Department immediately at admin@urban-retreat.com. UR may take Disciplinary Action against those Consultants who encouraged or participated in Line Switching.

6.4 UR Career Plan Manipulation

Consultants shall not manipulate the UR Career Plan in any way which results in the payment of Bonuses or Commissions (or other awards and recognition) that have not been earned in compliance with the terms of the Independent Contractor Consultant Agreement, which includes providing financial assistance to new Consultants for the purpose of maximizing compensation pursuant to the UR Career Plan.

6.5 One UR Business per Individual Person/Consultant

Consultants are allowed to operate, own, have an interest in, or receive compensation from only one UR Business. Furthermore, individuals from the same family unit (husbands and wives or common-law couples (collectively “Spouses”) and dependent children living in the same Household) may not have an interest in more than one UR Business.

If Spouses choose to operate a UR Business, they must be registered together as a single UR Business under a

single Sponsor. Spouses, regardless of whether one or both actually sign the Independent Contractor Consultant Agreement, may not own, operate or participate in (either directly or indirectly) any other UR Business.

6.6 Actions of Household Members or Affiliated Individuals

Each Consultant is responsible for the actions of the members of his Household. If a member of a Consultant’s Household engages in activities that violate the Independent Contractor Consultant Agreement, such Consultant will be deemed to be in violation of the Independent Contractor Consultant Agreement and UR may take disciplinary action against such Consultant.

6.7 Cross-Border Activity - Conducting Business in a Home Country

Independent Contractor Consultant Agreements are specific to the country in which a Consultant enrolls (“Home Country”). A Consultant must have legal authorization to work in his or its Home Country and must provide to UR, upon enrollment, an address in such Home Country to which Products, correspondence or other items may be shipped. If it is discovered that a Consultant has provided UR with false residency information, identification or Taxpayer Identification Information during enrollment, that Consultant will be subject to Disciplinary Actions, including the possible termination of such Consultant’s Independent Contractor Consultant Agreement. A Consultant may make purchases, sell UR Products and sponsor other Consultants within any Authorized.

6.8 Cross-Border Activity - Conducting Business Outside a Home Country

Should a Consultant wish to sponsor others or sell UR Products in an Authorized Country that is not his or its Home Country, the Consultant will not be required to establish a UR Business in that other Authorized Country, or enter into a new Independent Contractor Consultant Agreement specific to that country.

6.9 Change of Residency to another Country

Should a Consultant move from his or its initial Home Country to another Authorized Country, the Consultant shall become bound by the UR Policies and Procedures applicable in the new Authorized Country.

6.10 Use of the UR Communication System

Under no circumstances shall a Consultant use the UR communication system (be it electronic or otherwise) to promote the sale of any non-UR Products or services or any non-UR program or opportunity.

6.11 Purchase Limitations

The UR Opportunity is designed so that Consultants do not need to invest in, and stock, inventory for resale purposes. Consultants shall never purchase more products than they can reasonably use or sell to Customers in one (1) month and must not influence any other Consultant to purchase more products than he or it can reasonably use or sell to Customers in one (1) month.

6.12 No Inventory Requirements

Consultants are neither required to purchase nor required to carry any amount of inventory of UR Products. It is possible to maintain an “active status” and earn Bonuses and Commissions without carrying any inventory at all. Orders may be transacted directly with UR on behalf of the Consultant through the UR Website, Personal Websites, and or Registered External Websites. Consultants receive full credit for all such sales without the need to carry any inventory at all.

6.13 Consultant Information

By agreeing to the Independent Contractor Consultant Agreement, a Consultant consents to receiving emails from UR, as well as, from his or its Upline. Consultants may modify their Consultant Information via their Back Office (e.g. update an address, phone number or email address). Each Consultant further agrees that UR may share his or its name, telephone number and email address with his or its Upline, without separate express permission by the Consultant to allow such personal information sharing. By providing his or its email address and telephone number, a Consultant agrees to disclose his or its email address and telephone number to UR, as well as, to his or its Upline.

6.14 Security

All Consultants must adopt, implement and maintain appropriate administrative, technical and physical safeguards to protect against anticipated threats or hazards to the security of Confidential Information and Customer Data. These safeguards must be appropriate to the sensitivity of the information. Appropriate safeguards for electronic and paper records may include, but are not limited to:

  1. (a)  Encrypting data before electronically transmitting it;

  2. (b)  Storing records in a secure location; and

  3. (c)  Password-protecting computer files and securely shredding paper files containing Confidential Information or Customer Data after transferring information into the UR data systems.

Without limiting the foregoing or the provisions of Section 5.3 regarding Confidential Information, Consultants must keep Customer Data and other Confidential Information secure from all persons who do not have legitimate business needs to see or use such information. In the case of Customer Data, such business needs must have been disclosed to the Customer and the Customer must have provided his informed consent to them. If Consultants dispose of any paper or electronic record containing Customer Data and other Confidential Information, Consultants shall do so by taking all reasonable steps to destroy the information in a manner that preserves its security, which may include:

  1. (a)  Shredding;

  2. (b)  Permanently erasing and deleting; or

  3. (c)  Otherwise modifying the Customer Data and other Confidential Information in those records to make it unreadable, unreconstructible and indecipherable through any means.

Upon request, a Consultant shall be required to certify to UR that all forms of the requested Confidential Information and Customer Data have been destroyed and will describe any exceptions.

6.15 Reporting Security Breaches

Consultants must comply with all applicable privacy and data security laws, including any security breach notification laws. Without limitation of the preceding sentence, in the event of an actual or suspected Security Breach affecting Customer Data, the applicable Consultants shall promptly notify the affected Customers, the Compliance Department and, if required by UR or applicable law, the applicable privacy commissioner or other regulatory body, in writing, after becoming aware of such Security Breach. Any such notification shall be made in compliance with the applicable law and shall specify the following:

(a) The extent to which Customer Data was or was suspected to be disclosed or compromised;

  1. (b)  The circumstances of the Security Breach;

  2. (c)  The date or period of time on which it occurred;

  3. (d)  A description of the information affected;

  4. (e)  A description of the steps taken to reduce the risk of harm from the Security Breach;

  5. (f)  Contact information for a person able to answer questions regarding the SecurityBreach;

  6. (g)  Any other information required by the applicable law; and

  7. (h)  In the case of a notice to a privacy commissioner or other regulatory body, an assessment of the risk of harm to any affected persons and an estimate of the number of persons affected.

Consultants shall promptly comply with all applicable information Security Breach disclosure laws. Consultants, at their expense, shall also cooperate with UR, any applicable privacy commissioner or other regulatory body and the affected Customers and use their best efforts to mitigate any potential damage caused by a breach of their obligations under the Independent Contractor Consultant Agreement or any law applicable to Customer Data, including by sending notice to the affected individuals, applicable agencies and consumer reporting agencies, if such notification is required by law or by UR, in its sole discretion.


ARTICLE 7 – CONSULTANT LEADERSHIP OBLIGATIONS

7.1 Sponsorship, Training and Continuing Development Obligations

Sponsors must always present UR Products and the UR Opportunity to others in a manner that complies with the Independent Contractor Consultant Agreement, including the requirements of ARTICLE 8. In addition, when a Consultant sponsors another Consultant to enroll with UR, that sponsoring Consultant must use his or its best efforts and take a proactive role in providing assistance and training to the Consultant he or it has sponsored. This includes ensuring that the Consultants in a Consultant’s Downline Sales Organization are familiar with their ordering Back Office system and understand their UR Independent Contractor Consultant Agreement and comply with it. Consultants shall also have regular, ongoing contact with Consultants in their First Generation and Downline Sales Organization to facilitate the training process. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, email, and the accompaniment of those Consultants that a Consultant has sponsored to UR meetings, team meetings, and other functions.

If a Consultant becomes aware, either through his or its interactions with his or its sponsored Consultants, through communications with someone else, or from UR, that a Consultant in such Consultant’s Downline Sales Organization is violating their Independent Contractor Consultant Agreement either willfully or due to ignorance, such Consultant shall make every effort to educate, inform, and bring the violating Consultant back into compliance.

AS CONSULTANTS PROGRESS THROUGH THE VARIOUS LEVELS OF LEADERSHIP, THEY WILL BECOME MORE EXPERIENCED IN SALES TECHNIQUES, AS WELL AS MORE KNOWLEDGEABLE ABOUT UR PRODUCTS AND THE UR OPPORTUNITY. SUCH CONSULTANTS MAY BE CALLED UPON TO SHARE THAT KNOWLEDGE WITH LESS EXPERIENCED CONSULTANTS. THOSE WHO SPONSOR WIDELY BUT DO NOT HELP NEW CONSULTANTS DEVELOP THEIR UR BUSINESS MEET WITH LIMITED SUCCESS. THEREFORE, ALL SPONSORS HAVE A RESPONSIBILITY TO

WORK WITH THE NEW CONSULTANTS THAT THEY SPONSOR BY HELPING THEM LEARN THE BUSINESS AND ENCOURAGING THEM DURING THE CRITICAL EARLY MONTHS OF THEIR UR BUSINESS. SPONSORS ARE NOT REQUIRED TO MAINTAIN ANY INVENTORY OF UR PRODUCTS FOR NEW CONSULTANTS. REFER TO SECTION 6.12.

IF, IN THE OPINION OF UR, A CONSULTANT IS FAILING TO TRAIN, RECOGNIZE, INFORM AND/OR MOTIVATE ANY OF THE CONSULTANTS IN HIS OR ITS FIRST GENERATION OR DOWNLINE SALES ORGANIZATION, OR IS FAILING TO COMPLY WITH THIS SECTION 7.1, THEN UR MAY, AT ITS SOLE DISCRETION, TAKE DISCIPLINARY ACTIONS, WHICH MAY INCLUDE TERMINATION OF SUCH CONSULTANT’S INDEPENDENT CONTRACTOR CONSULTANT AGREEMENT.

7.2 Prohibiting Against Excessive Charges for Training

UR prohibits any Consultant from charging any other Consultant for training. Consultants shall not charge any fees for training their Downline Sales Organization or require the purchase of any sales tools or materials or require attendance at meetings. Sponsored training events must not be operated on a for-profit basis and Consultants shall not charge a for-profit fee for, among other things, any general material, newsletters, services, training seminars or materials about UR, the UR Opportunity, UR Products, UR marketing materials or UR training. However, should a Consultant choose to rent a meeting room to conduct a training seminar, the Consultant may charge a reasonable attendance fee to cover the expenses associated with renting the meeting room, modest refreshments and other hard-costs directly associated with the event. Training classes and Consultant team meetings may be monitored by UR on an ongoing basis through the use of outside anonymous resources.

7.3 Training to be Documented

Upon request, a Consultant must be able to provide documented evidence to UR of the Consultant’s ongoing fulfillment of the responsibilities of a Sponsor outlined in Section 7.1 above. It shall be the sole responsibility of Consultants to create, maintain and retain such documented evidence. Failure to provide UR with such documented evidence may result in Disciplinary Actions against a Consultant.


ARTICLE 8 – MARKETING A UR BUSINESS AND USE OF UR TRADEMARKSAND OTHER UR CONTENT

8.1 General

All Consultants shall safeguard and promote the good reputation of UR and its products (including on the internet). The marketing and promotion of UR, the UR Opportunity, the Independent Contractor Consultant Agreement and UR Products, shall be consistent with the public interest and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

Consultants are expected to engage in responsible, legal and environmentally friendly advertising and marketing activities directed to Customers, potential Customers or potential Consultants. Appropriate locations for distribution of advertising and marketing materials include bulletin boards and message boards located in public places and private businesses. Inappropriate forms of advertising include signage on telephone poles and flyers left on car windshields.

UR has carefully designed its products, product labels, the UR Career Plan and Official UR Material to ensure that each aspect of UR is fair, truthful and substantiated. If UR Consultants were allowed to develop their own sales aids and promotional materials, notwithstanding their integrity and good intentions, the likelihood is that such Consultants would unintentionally violate any number of statutes or regulations affecting an UR Business. These violations would jeopardize the UR Opportunity for all Consultants. Accordingly, Consultants must not advertise

or market (which includes social networking marketing, internet marketing, email marketing, telemarketing, in person marketing and the production and use of literature, advertisements, sales aids or other promotional materials such as business cards, hats and t-shirts) except in an expressly authorized manner as set forth in the Independent Contractor Consultant Agreement or as may be expressed through general publication to all Consultants or with the express permission of UR through a specific writing to one or more Consultants.

8.2 Trademarks

The UR Trademarks and UR Content represent UR’ quality, integrity and service, and are valuable business assets that support a robust and equitable sponsoring opportunity for UR Consultants. The UR Trademarks, when properly used, lend strength, professionalism and credibility to UR Businesses. Accordingly, UR and Consultants have a mutual interest in protecting the integrity of the UR Trademarks. For this reason, Consultants must use UR Trademarks and UR Content only as permitted by the Independent Contractor Consultant Agreement. Any content or trademark visible to the public must be approved UR Trademarks and UR Content made available through a Consultant’s Back Office, Personal Websites or as expressly authorized through general publication to all Consultants or through a specific writing to one or more Consultants

8.2.1 Trademark Ownership

UR is the sole and exclusive owner of all right, title and interest in the UR Trademarks and UR Content, including all related intellectual property and proprietary rights, subject only to the specific licenses granted to Consultants in this ARTICLE 8. Except as expressly set forth in this Section 8.2.1, Consultants shall not acquire or claim any rights in any UR Trademark or UR Content. No Consultant’s use of any UR Trademark or UR Content shall give the Consultant any right, title or interest in or to the UR Trademark or UR Content and all such use and associated goodwill will inure solely to the benefit of UR.

8.2.2 License

Subject to full compliance with the terms and conditions of the Independent Contractor Consultant Agreement and this ARTICLE 8, UR grants each Consultant a non-transferable, non-exclusive right during the term of such Consultant’s respective Independent Contractor Consultant Agreement to use the UR Trademarks and UR Content solely to promote the UR Products and to indicate that the Consultant is an authorized UR Consultant.

8.2.3 Restrictions Consultants are not permitted to:

  1. (a)  Use any trademark or service mark confusingly similar to any UR Trademark or UR Content;

  2. (b)  Combine any UR Trademark or UR Content with any other mark;

  3. (c)  Remove any UR Trademark or UR Content from UR Products or Official UR Material;

  4. (d)  Use or register any domain name that includes any UR Trademark, UR Content or any mark confusingly similar (this also includes profile pages/names, usernames and account information for other internet identity accounts including Twitter, MySpace, LinkedIn, Facebook, Blogger, WordPress, Squidoo, Friendster, Digg, YouTube, Viddler, Vimeo and Second Life);

  5. (e)  Use any UR Trademark or UR Content in connection with any products other than genuine UR Products;

  6. (f)  Use any UR Trademark or UR Content in connection with any other business or opportunity

other than their UR Business or the UR Opportunity;

  1. (g)  Register or attempt to register any UR Trademark or similar trademarks or UR Content or intellectual property in any class of products or services as a trademark, copyright and/or patent anywhere in the world; or

  2. (h)  Use any trade name or business name in connection with their UR Business that includes any UR Trademark or UR Content.

8.3 Official UR Materials

UR has arranged for approved Official UR Materials (which includes marketing materials) to be available to Consultants for use in promoting UR Products and the UR Opportunity. These materials are available through a Consultant’s Back Office, Personal Websites or as expressly authorized through general publication to all Consultants or through a specific writing to one or more Consultants.

If Consultants have particular needs for certain marketing materials, sales aids, promotional materials, advertisements, training tools or other literature (including proposed internet advertising) that display UR Trademarks or UR Content that are not available through the foregoing means, Consultants may submit suggestions/materials to UR at admin@urban-retreat.com, however, UR is under no obligation to provide such specially-requested materials or permit the use of such other materials other than Official UR Materials. Unless a Consultant receives specific written approval from UR to use such self-developed other materials, the request shall be deemed denied.

See Sections 8.3.1 to 8.3.4 below for UR’ specific policies regarding Consultant-created materials.

8.3.1 Trademark Merchandise

Consultants who wish to use items with UR Trademarks, including the UR logos, may use those approved by UR through a Consultant’s Back Office, Personal Websites or as expressly authorized through general publication to all Consultants or through a specific writing to one or more Consultants. Consultants are not permitted to add UR Trademarks to any other items or merchandise. Co-branding Consultant team logos with UR Trademarks, including the UR logos, is not permitted.

8.3.2 Flyers/Invitations

Consultants are encouraged to use the Official UR Material (including flyers and invitations) that UR makes available through a Consultant’s Back Office, Personal Websites or as expressly authorized through general publication to all Consultants or through a specific writing to one or more Consultants. Consultants may not use their own flyers or invitations to advertise or promote UR Products or the UR Opportunity.

8.3.3 Videos and Digital Media

Consultants may use UR corporate video, audio or photo content to advertise or promote the UR Products and the UR Opportunity. Corporate videos must be re-posted in their entirety and may not be modified in any way. It is the Consultants’ responsibility to ensure that they are using the most current version of respective UR’ video, audio or photo content. Consultants may also post personal video, audio or photo content to share their own story without using UR Trademarks or UR Content. If Consultants choose to do so, they must clearly identify that they, as an Independent Consultant.

8.3.4 Training Tools
Consultants are encouraged to use the training tools that UR has made available through a Consultant’s Back

Office, Personal Websites or as expressly authorized through general publication to all Consultants or through a specific writing to one or more Consultants, to advertise or promote UR Products and the UR Opportunity. Failure to use training tools that are compliant with these UR Policies and Procedures may result in Disciplinary Action.

8.4 Mass Media Advertising

As a matter of fairness to all Consultants, Consultants are generally not permitted to advertise UR Products or the UR Opportunity on television, radio, billboards, national print, online publications, through mass mailings or through channels otherwise deemed inappropriate by UR, except as approved in writing by UR.

8.5 Intellectual Property Rights and Submission of Ideas to UR

Should a Consultant have a product, business, creative idea, or creative artwork that the Consultant would like to sell to UR as an outside provider, DO NOT SUBMIT that idea or artwork to UR without first obtaining a written non-disclosure agreement from UR.

8.6 Websites and other Forms of Electronic Communication 8.6.1 General

Consultants may utilize internet websites to promote their UR Business. Consultants may sell UR Products through their Personal Website and may also direct Customers to purchase UR Products through the UR Website. Should a Consultant wish, they may also independently design a Registered External Website to promote their UR Business, however, the Consultant must do so in accordance with the specific policies and requirements set forth in the Independent Contractor Consultant Agreement.

SALES OF UR PRODUCTS OR STARTER KITS THROUGH ANY OTHER WEBSITE, INCLUDING INTERNET AUCTION SITES SUCH AS EBAY OR AMAZON, THIRD PARTY BULLETIN BOARD WEBSITES SUCH AS CRAIGSLIST OR KIJIJI, OR AN ONLINE RETAIL STORE OR ECOMMERCE SITE (EVEN IF CREATED BY A CONSULTANT), IS STRICTLY PROHIBITED.

When using Personal Websites, Registered External Websites and other forms of electronic communication, all Consultants must comply with, in addition to all other applicable provisions contained in the Independent Contractor Consultant Agreement, the following guidelines:

  1. (a)  Consultants shall abide by all laws, rules, regulations and ordinances regarding electronic communications and the collection and disclosure of personal information;

  2. (b)  Consultants shall not make offers or solicitations in the guise of research, surveys or informal communication when the real intent is to sell products or sponsorConsultants.

  3. (c)  Consultants shall not “tag” themselves in online programs (including Google Maps) as the UR headquarters or company office;

  4. (d)  Consultants’ online marketing activities must be truthful and shall not be deceptive or mislead Customers or potential Customers or Consultants in any way. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, are expressly prohibited.

The determination of whether or not a Consultant is compliant with the foregoing guidelines shall be at UR’ sole discretion and offending Consultants that do not comply with such guidelines may be subject to Disciplinary Action.

8.6.2 Domain Names and Email Addresses

Consultants may not use or register any domain name or email address that consists of, or contains, any UR Trademark, UR Content or any mark confusingly similar, except that Consultants may use a domain name or email address that is provided by UR in connection with their respective Personal Websites. Domain names and email addresses used in connection with the promotion of a Consultants UR Business (including those used in connection with any Personal Websites and Registered External Websites) must be in good taste and exhibit no vulgarity. UR reserves the right to prohibit the use of domain names and email addresses deemed inappropriate by UR in its sole discretion.

8.6.3 Personal Websites

UR provides Personal Websites to all Consultants when a Consultant purchases a Starter Kit from UR (there is no additional or monthly fee for a Personal Website). Personal Websites are hosted by or on behalf of UR, utilize website templates developed by UR and help Consultants support team growth, product sales, Downline productivity and Customer satisfaction and retention.

8.6.4 Social Networking and Social Media:

UR encourages Consultants to join social networking sites, online forums, discussion groups, blogs and other forms of internet communication to leverage the power of the UR brand and to communicate the benefits of UR Products and the UR Opportunity. Online social networks may be used to drive traffic to Personal Websites, Registered External Websites or to the UR Website. Social networking sites include such sites as Facebook, LinkedIn, Twitter, YouTube, etc.

The profiles a Consultant generates in any social community where UR, UR Products or the UR Opportunity are discussed or mentioned must clearly identify the Consultant as an “UR Independent Consultant,” and when a Consultant participates in those communities, Consultants must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at UR’s sole discretion and offending Consultants may be subject to Disciplinary Actions in the event content is determined to be inappropriate.

Consultants may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments that Consultants create or leave must be useful, unique, relevant and specific to the blog’s article.

Consultants who use social networking sites must also comply with the rules associated with that particular website or network. For example, some sites prohibit users from advertising products or promoting financial opportunities. Government agencies have established guidelines and rules/laws for what may and may not be communicated and even a Consultant’s personal experience may not conform to these regulatory guidelines. Consultants who provide testimonials on social networking sites and otherwise on the internet are responsible for ensuring that their testimonials comply with all applicable laws, rules, regulations and ordinances. Among other things, Consultants shall not:

  1. (a)  Make any specific income claim or commitment to any amount of income that others may realize as an UR Consultant;

  2. (b)  Make any guarantee of success;

Consultants may describe, in general terms, the positive impact of the UR Opportunity or the positive results they have personally experienced from using the UR Products, so long as such statements are compliant with the rules associated with the particular website/social network or any applicable regulatory guidelines or rules/laws of applicable government agencies and the requirements of Section 8.13 and Section 8.14.

In addition to the foregoing general provisions, UR’ specific policies regarding social networking are as follows:

8.6.5

  1. (a)  Consultants are Responsible for Postings: Consultants are personally responsible and liable for their postings and all other online activity that relates to UR. Therefore, even if a Consultant does not own or operate a blog or social networking site, if an Consultant makes a post that relates to UR or which can be traced to UR, the Consultant is responsible and liable for the posting. Consultants are also responsible for postings which occur on any blog or social networking site that the Consultant owns, operates or controls;

  2. (b)  Identification as an UR Independent Consultant: Consultants must disclose their full names on all postings and conspicuously identify themselves as UR Independent Consultants (i.e. it must be clear that Consultants are independent contractors). Anonymous postings or use of an alias is prohibited;

  3. (c)  Deceptive Postings: Postings that are false, misleading or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the UR Products, the UR Opportunity, the Independent Contractor Consultant Agreement and/or Consultant biographical information and/or credentials;

  4. (d)  Use of Third Party Intellectual Property: If Consultants use the trademarks, trade names, service marks, copyrights or intellectual property of any third party in any posting, it is solely their responsibility to ensure that they have received the proper license to use such intellectual property and pay the appropriate license fee. All third party intellectual property must be properly referenced as the property of the third party, and Consultants must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property;

  5. (e)  Respecting Privacy: Consultants must respect the privacy of others and be judicious in their postings. Consultants must not engage in gossip or advance rumors about any individual, company or competitive products or services;

  6. (f)  Professionalism: Consultants must conduct themselves with professionalism. This requires that Consultants ensure that their postings are truthful and accurate. Consultants should also carefully check their postings for spelling, punctuation and grammatical errors. Social networking sites and comments sections are not proper forums to publish grievances or take retaliatory action. Report any negative posts to the Compliance Department at admin@urban- retreat.com; and

  7. (g)  Prohibited Postings: Consultants may not make any posting, or link to any posting or other material, that: (i) is sexually explicit, obscene or pornographic; (ii) is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise); (iii) is solicitous of any unlawful behavior; (iv) engages in personal attacks on any individual, group or entity; (v) is in violation of any intellectual property rights of the Company or any third party; or (vi) is not consistent with the standards set forth in these UR Policies and Procedures.

Registered External Websites (Non-Personal Websites)

UR provides Consultants with their own Personal Websites from which they can market the UR Products and the UR Opportunity. However, if a Consultant wishes to develop his or its own independent website to promote UR, UR Products or the UR Opportunity, he or it may do so ONLY IF SUCH CONSULTANT FIRST SUBMITS THE WEBSITE

TO UR FOR REVIEW BEFORE GOING LIVE, AND RECEIVES UR’ EXPRESS WRITTEN APPROVAL OF THE
WEBSITE, which may be withheld in its sole discretion. Once an independent website is approved by UR, in writing, it shall be considered and referred to as a “Registered External Website”. Consultants shall be permitted to have only one Registered External Website.

Should a Consultant desire to make changes to his or its Registered External Website, the Consultant must submit the proposed changes to UR and must receive UR’ express written approval to make the changes before going live with the change(s). UR reserves the right, at its sole discretion, to request changes to a Consultant’s Registered External Website or ask a Consultant to terminate his or its Registered External Website.

Blogs or websites developed on a blogging platform (including any social networking site, forum or blog, including Twitter, MySpace, LinkedIn, Facebook, Blogger, WordPress, Squidoo, Friendster, Digg, YouTube, Viddler, Vimeo and Second Life), created by Consultants or others, that are developed primarily for other purposes, but mention UR and direct traffic to an Consultant’s Personal Website or Registered External Website do not need to be registered. However, any blog entries that describe UR Products or the UR Opportunity or make any UR Product claims must comply with the Independent Contractor Consultant Agreement

8.6.6 Social Networking and Online Presence with Registered External Website-like Features

UR reserves the sole and exclusive right to classify a Consultant’s social networking and online presence as the functional equivalent of operating an independent website. In such an instance, the Consultant will be required to register the independent website with UR and adhere to UR’ policies regarding Registered External Websites. For example, a blog, a website developed on a blogging platform and other social networking presence that is developed for the primary purpose of marketing or promoting the UR Products or the UR Opportunity may be classified by UR as an independent website and therefore required to be registered with UR and comply with all provisions pertaining to Registered External Websites. For additional information on Registered External Websites, refer to Section 8.6.5.

8.6.7 Search Engines, Keywords and Meta-Tags

Consultants agree to cooperate fully with UR so that internet search engines list the UR Website as the first search result when an internet user makes a query containing the name “UR,” any UR Trademark or UR Content. Consultants may not bid on or purchase (or encourage or solicit any third party to bid on or purchase) any UR Trademark, UR Content or any term containing any UR Trademark or UR Content as a meta-tag, keyword, paid search term, sponsored advertisement or sponsored link used to trigger search results.

If Consultants wish to use any such meta-tags or search-based advertising programs to advertise UR Products or their UR Businesses, they may do so only using generic, unbranded search terms such as “cosmetics,” “skincare,” “beauty,” etc.

Consultants are also strictly prohibited from using “blind” internet ads that make product claims, which are ultimately associated with UR, UR Products and/or the UR Opportunity. Search engine optimization spam and/or black hat search engine optimization is strictly prohibited and may result in Disciplinary Actions. Such techniques include, but are not limited to, unethical link building, duplicating websites, cloaking webpages, doorway pages, bad neighborhood link building or other unethical practices.

8.6.8 Sponsored Links/Pay-Per-Click (PPC) Advertisements
Use of sponsored links or pay-per-click advertisements (PPC) is not acceptable.

8.6.9 Termination of the Consultant Agreement and Online Presence
If an Independent Contractor Consultant Agreement is terminated for any reason, the Consultant must

discontinue using all UR Trademarks and UR Content, the UR name, trade names, service marks or other intellectual property of UR and all derivatives of such marks and intellectual property, in any postings and on all social networking sites that he or it utilizes. If the Consultant posts on any social networking site on which he or it has previously identified himself or itself as an UR Independent Consultant, he or it must conspicuously disclose that he or it is no longer an UR Independent Consultant.

8.6.10 Social Networking and Independent Website Termination

If an Independent Contractor Consultant Agreement is terminated for any reason (voluntary or involuntary), a Consultant is required to remove all references to UR from social networking profile(s) and Registered External Websites from public view within five (5) days of the date of termination. If the Consultant has a specific UR social networking group presence, he or it is required to remove his or its social networking group from public view within five (5) days of the date of termination. The name of the social networking group may be transferred to another UR Consultant, subject to written approval from UR, which may be withheld in its sole discretion.

8.7 Newsletters

Consultant-created newsletters may be used for providing members of a Consultant’s Downline Sales Organization with information on meetings, functions and events for purposes of encouragement, motivation and recognition. Consultants may use UR Trademarks or UR Content that UR provides for such purposes in newsletters that they distribute to their Downline Sales Organization. In addition to the foregoing, newsletters must comply with the following:

  1. (a)  The newsletter must clearly identify the sending Consultant as the publisher of the newsletter and must identify the Consultant as an UR Independent Consultant;

  2. (b)  The newsletters must include the Income Disclaimer and the Product Disclaimer where appropriate (the Income Disclaimer and the Product Disclaimer are defined/described in SCHEDULE “A” attached hereto);

  3. (c)  The newsletter must not reference earnings based on recruiting or sponsorship activities;

  4. (d)  The newsletter must not be used to sell, advertise or promote any product, service or

    program other than UR Products or the UR Opportunity; and

  5. (e)  The newsletter may contain articles and other UR Content that UR makes available for such purposes, provided that: (i) the UR Content is reproduced exactly as it originally appeared in the Official UR Material without any modification; (ii) UR or the applicable individual author is credited as the author of the UR Content; and (iii) all copyright, trademark and other proprietary notices are reproduced with the UR Content as they originally appeared when provided by UR.

Each Consultant represents and warrants that any material or content that appears in his or its newsletters (other than material or content provided by UR) does not and will not infringe or misappropriate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third person and is not and will not be hateful, discriminatory or vulgar.

8.7.1 Personal Service Facilities

Subject to the requirements set forth in this Section 8.9.2, UR Products may be sold or displayed in the following personal service facilities if owned and operated by a Consultant

  1. (a)  Offices and other areas located in private clubs that are not accessible to or in view of the general public;

  2. (b)  The private offices of professionals who operate by appointment only (e.g., doctors, dentists, chiropractors, etc.); and

  3. (c)  Beauty salons or spas that operate by appointment only. UR allows the sales of UR Products in such personal service facilities, consistent with local laws, rules, regulations and ordinances;

Any owner of any such personal service facility where UR Products are sold or displayed must be a Consultant in good standing. Furthermore, each Consultant with a personal service facility is responsible for the actions of his or its non-Consultant employees and independent contractors. If any such non-Consultant employee or independent contractor engages in any activity which, if performed by the Consultant, would violate the Independent Contractor Consultant Agreement, such activity will be deemed a violation by the Consultant and UR may take remedial action pursuant to the Independent Contractor Consultant Agreement and seek other appropriate remedies against such Consultant.

8.7.2 Events, Trade Shows, Expositions, Etc.

Consultants may display and/or sell the UR Products at events that are limited in duration with an environment that is appropriate for promoting UR’ brand integrity. Events consistent with UR’ brand integrity may include trade shows, professional expositions, state or provincial fairs, health fairs, conventions and bridal shows.

Please note that UR does not offer liability insurance, will not provide the Company Tax Identification Number for any event, and will not consign UR Products, Official UR Material or other types of merchandise or materials for display, use or sale at any event.

8.7.3 Other

Other than sales through the UR Website, a Personal Website or a Registered External Website, sales must be made through marketing to people with whom Consultants have established a business or personal relationship. The term “business or personal relationship” means an existing or developed relationship formed by a voluntary two-way communication between a Consultant and a person on the basis of:

  1. (a)  An inquiry, application, purchase or transaction by the person regarding UR Products offered by the Consultant; or

  2. (b)  A personal or familial relationship whose relationship has not been previously terminated by either party.

UR discourages Consultants from engaging in door-to-door solicitation for sales. Should a Consultant conduct business in this manner, he or it must ensure, and shall be solely responsible for, compliance with all applicable laws, rules, regulations and ordinances regarding Network Marketing Programs and door-to-door sales or solicitation in that jurisdiction. Certain jurisdictions impose restrictions on the time of day during which such solicitation may take place, and/or require door-to-door sellers to register with local authorities or obtain a government-issued identification card. These jurisdictions may also impose fines for non-compliance.

8.8 Personal Videos and Digital Media
If any personal video, audio, photo or other digital content referenced in Section 8.3.3 or other video, audio photo

or other digital content of UR corporate events or UR’ directors, officers, employees, shareholders or trustees is posted on the internet (on any social networking site or otherwise), UR reserves the right, at its sole discretion, to require such video, audio, photo or other digital content be

8.9 The UR Opportunity: Claims 8.9.1 Income Claims

WHILE RECRUITING AND SPONSORING, CONSULTANTS SHALL NOT MAKE REPRESENTATIONS OR INCOME CLAIMS RELATING TO COMPENSATION OR TO DEMONSTRATE THE EARNING POTENTIAL OF UR CONSULTANTS. When presenting or discussing the UR Opportunity or the Independent Contractor Consultant Agreement to or with other Consultants or prospective Consultants, no matter the setting, UR Consultants MUST make it clear to the Consultant or prospective Consultant that financial success with UR requires commitment and effort and MUST never represent that one can be successful without diligently applying themselves.

8.9.2 Tax or Write-Off Claims

Although owning and operating a home-based business can provide the opportunity for Consultants to take legitimate Tax deductions for their business, there are numerous laws regarding the allowable deductions. UR Consultants must not make any Tax write-off or potential Tax savings claims related to UR to prospective Consultants, but may encourage a prospective Consultant to seek the advice of a professional Tax advisor regarding any allowable deductions.

8.9.3 Monetary Incentives or Similar Incentives Prohibited

Consultants shall not offer any monetary “inducement” to encourage others to join a Consultant’s Downline Sales Organization and shall not advertise anything to that effect (including in any advertisements or literature, an Consultant’s Personal Website, a Consultant’s Registered External Website, any electronic communication or other digital forum, the media or verbally). “Inducement” includes offers to pay for or discount any costs associated with enrolling a potential recruit as a Consultant, offers of free or discounted product, gifts or anything of monetary value and offers to provide incentives if new recruits reach certain milestones within a certain time period. The initial transaction to become a Consultant must be a stand-alone transaction between UR and the prospective Consultant and cannot be linked to any future performance promises.

8.10 UR Products: Claims

Consultants shall not make any claims or representations regarding UR Products other than those claims and representations found in Official UR Material.. If a Consultant wishes to use his own personal “before and after” photos, the subsequent guidelines must be followed:

  1. (a)  The Consultant must identify himself or itself as an Independent Consultant for UR and the subject of the photo;

  2. (b)  The information shared must represent the Consultant’s honest opinions, findings, beliefs and experiences from using UR Products;

  3. (c)  The information shared must clearly and conspicuously disclose the substantiation of representations conveyed (e.g., how often and how long the UR Products were used or whether any other products or treatments contributed to the results);

  4. (d)  Makeup must be removed and hair pulled back from the face;

  1. (e)  Photos must be in focus, in a portrait landscape and with a well-lit, plain background;

  2. (f)  Photos must be supported by and consistent with Acti Lab’s label claims;

  3. (g)  The “before and after” photos must be taken under the same conditions; and

  4. (h)  Touch-ups and photo editing are not permitted.

If a Consultant wishes to use “before and after” photos or product testimonials of a Customer, friend or family member, in addition to the foregoing requirements, the Consultant must obtain written permission from the person who is the subject of the photos or testimonial. A Consultant who posts a “before and after” photo or product testimonial on social networking sites is responsible for ensuring that all requirements of this Section 8.14 are met and all other provisions of the Independent Contractor Consultant Agreement are complied with.

8.11 Bonus Buying and Fraudulent Activities Prohibited
Bonus Buying is fraudulent, is strictly and absolutely prohibited and shall be considered a breach of the

Independent Contractor Consultant Agreement. “Bonus buying” includes:

  1. (a)  The enrollment of individuals or entities as Consultants or Customers without the knowledge of such individuals or entities;

  2. (b)  The fraudulent enrollment of an individual or entity as a Consultant or Customer;

  3. (c)  The enrollment or attempted enrollment of non-existent individuals or entities as Consultants

    or Customers;

  4. (d)  Purchasing UR Products on behalf of another Consultant or Customer, or under another Consultant ID Number or Customer profile, to qualify for Bonuses and Commissions, to buy additional product, to achieve or maintain a certain status or to warehouse products; and

  5. (e)  Employing any other form of manipulation that violates the spirit and intent of the Independent Contractor Consultant Agreement.

8.12 No Territory Restrictions

There are no exclusive selling, recruiting or marketing territories granted to any Consultant. No Consultant shall represent to anyone that there are exclusive franchises or territories available to Consultants. Furthermore, no Consultant shall represent that he, it or anyone else, has the authority to grant, sell, assign, or transfer such franchises or to assign or designate territories, nor shall any Consultant state or imply that he or it has a given territory, or that any other Consultant is operating outside his or its territory.


ARTICLE 9 – RESPONSIBILITIES OF CONSULTANTS

9.1 Non-disparagement

UR wants to provide its Consultants with the best products in the industry. Accordingly, UR values constructive input from its Consultants. However, negative comments and remarks made by Consultants about UR, UR

Products, the UR Opportunity or the Independent Contractor Consultant Agreement serve no purpose other than to sour the enthusiasm of other UR Consultants. For this reason, and to set the proper example for their Downline Sales Organization, Consultants must not disparage, demean or make negative remarks about UR or its Affiliates, other UR Consultants, UR Products, the UR Opportunity or the Independent Contractor Consultant Agreement.

In addition to the foregoing, Consultants shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others and shall not publish, post, unload, distribute or communicate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, materials or information, nor shall they advertise or offer to sell any goods for any commercial purpose or conduct or forward surveys, contests, pyramid schemes or chain letters. Should UR determine, in its sole discretion, that a Consultant has engaged in any of the foregoing, it shall be considered a material breach of the Independent Contractor Consultant Agreement and UR may, at its sole discretion, take Disciplinary Actions, which may include opting to remove the Consultant’s Downline Sales Organization, reducing the Consultant’s Bonuses and Commissions and/or terminating the Consultant’s Independent Contractor Consultant Agreement.

Complaints or concerns regarding UR or UR Products should be directed to admin@urban-retreat.com. Complaints or concerns regarding other Consultants should be directed to the Compliance Department at admin@urban-retreat.com.

9.2 Zero-Tolerance Harassment Policy

UR has a zero-tolerance policy regarding harassment of another person by an UR Consultant. UR expects its Consultants to treat each other, as well as potential Consultants and Customers with dignity and respect. Violations of this policy include:

  1. (a)  Intimidating, harassing, or other aggressive behavior;

  2. (b)  Causing repeated conflicts with Consultants or Customers; and

  3. (c)  Direct or veiled threats of harm.

Violations of this policy will result in termination of the violating Consultant’s Independent Contractor Consultant Agreement. If a Consultant is a victim of such behavior, it is important to respond appropriately. Please do not overreact and escalate the situation. Remain calm and notify UR’ immediately.

9.3 Reporting Policy Violations

Each Consultant will perform all of his or its business activities in a professional and ethical manner, which will enhance the Consultant’s reputation and the positive reputation of UR. Consultants will be courteous and respectful of every person contacted including employees and executives of the corporate offices of UR, and will conduct their business in a way as to respect the products and professionalism of UR and its other Consultants. Any Consultant found in violation of any provision could face Disciplinary Action.

Consultants that witness a violation of the Independent Contractor Consultant Agreement by another Consultant are obligated to submit a written report of the violation directly to the attention of the Compliance Department at admin@urban-retreat.com. The reporting Consultant shall provide sufficient detail about the incident, including details about the violation, dates, locations, persons involved, screen shots or other evidence, if available, so as to allow UR to act. UR will make every effort to ensure that the reporting Consultant’s identity and the information such Consultant shares, remains confidential. UR reserves the right to decide whether or not to notify the reporting Consultant of the status of any reported violation.


ARTICLE 10 – ORDERING

10.1 General

All UR Products, Starter Kits and other similar UR related items must be ordered from UR. All orders are subject to acceptance by UR. Orders can be placed via Personal Websites or Registered External Websites. If an Consultant purchases products from another Consultant or any other source, the purchasing Consultant will not receive the Personal Sales Volume that is associated with that purchase.

10.2 Restrictions on Third Party Use of Credit Cards, Debit Cards and Bank Accounts

Consultants shall not permit other Consultants or Customers to use their Consultant ID, credit card, debit card or bank accounts to enroll in or make purchases of UR Products from UR. UR considers the unauthorized use of another party’s Consultant ID, credit card, debit card or bank account to be fraudulent and will report such actions to the proper authorities for settlement. In addition, the Consultant involved may be subject to Disciplinary Actions.

10.3 Shipping and Handling Charges
Shipping and handling charges will be applied on applicable orders and will be automatically included as part of

the “Shopping Cart” order entry process.

10.4 Credit or Debit Card Chargebacks

If an erroneous charge is applied to a Consultant’s [or Customer’s] credit or debit card in connection with an UR Product order, the Consultant [or Customer] should immediately contact UR to initiate an investigation and resolution. In the event of a disputed charge resulting in a chargeback, the Consultant [or Customer] will not be permitted to purchase UR Products using a debit or credit card until the dispute and resulting chargeback is resolved.

10.5 Sales Tax

The UR program has been designed to free Consultants from as many administrative and operational tasks as possible. To this end, in jurisdictions in which UR Products are subject to sales tax, UR collects and remits sales tax on all Customer purchases as a service to its Consultants. Accordingly, UR will collect and remit sales taxes to the appropriate agency on the behalf of its Consultants, according to applicable sales tax rates in the jurisdiction where an order is shipped to (i.e. sales tax collected based on the sale occurring at the applicable “Ship To” address).

10.6 Cut-Off Date

In order for a Consultant to be credited for an order in a particular month, the payment must be processed by 11:59 p.m. Central Time on the last day of the month. For all orders processed via the UR Website, Personal Website or Registered External Website, the cut-off for receipt of orders to be included in Bonus and/or Commission calculations for any given month is 11:59 p.m. Pacific Time on the last day of that month. UR shall not be liable for incorrect, incomplete, lost or mailed orders.


ARTICLE 11– SHIPMENTS

11.1 General

After UR has accepted and processed an order, it will use reasonable efforts to ship the order to the address specified in the order using a carrier. Risk of loss or damage will pass to the ordering Consultant upon the carrier’s confirmation of delivery to the specified address.

UR aims to process and ship product orders within seventy two (72) hours (excluding weekends) of actual receipt and clearance of payment, however, provides no guarantee that orders will ship within that time. Orders are processed and shipped on Business Days only and will not be dispatched until payment has been processed/cleared and received in full. Orders can only be shipped to a street address within the Authorized Countries.

11.2 Order Tracking

Following placement of an order with UR, an order confirmation email will be sent to the email address linked to the order. A Consultant (or the Customer for which the order was in respect of) may contact UR if such email is not received. Upon dispatch of an order, depending on the carrier used, a tracking number may be provided via a shipment confirmation email to the email address linked to the order. All Consultants are responsible for ensuring that UR has their current email address and shipping address. UR is not responsible for non-receipt of order confirmations due to invalid email addresses or non-delivery of product orders due to invalid or incorrect shipping addresses.

11.3 Non-Deliverable Orders
In some cases, an order may be returned to UR if the carrier is unable to deliver it to the specified shipping

address. This may happen because:

  1. (a)  The Consultant or Customer did not accept the order when it was delivered by the carrier;

  2. (b)  The Consultant or Customer was unavailable to accept delivery for orders that require signature upon delivery (it is in UR’ sole discretion to deliver with or without signature required); or

  3. (c)  The Consultant or Customer provided invalid or incorrect shipping information.

When this occurs, UR will refund the order (less the cost of shipping and handling) and neither the Consultant nor the Consultant’s Upline will receive any credit for the order. If the order has already been credited to the Consultant’s Sales Volume, the credit (and any associated Bonuses, Commissions, Status Advancements or other awards and incentives) will be canceled. In cases where the ordered items included a Starter Kit, the order cancellation will result in termination of the new Consultant’s account.

11.4 Cancelled Orders

Consultants understand that once orders have been processed they cannot be cancelled, however, UR will use reasonable efforts to refund an order placed in error. Since processed orders cannot be cancelled, a Consultant must follow the procedure applicable to returns as set out in ARTICLE 14 to return the order to UR for a refund. Replacements or refunds for such orders are also handled in the same manner as described in ARTICLE 14.


ARTICLE 12 – SELLING UR PRODUCTS

12.1 Product Sales

The UR Career Plan is based upon the sale of UR Products. To be eligible for Bonuses, Commissions and Status Advancement, Consultant’s must meet the requirements set forth in the UR Career Plan (as amended from time to time except in the event of a pending arbitration). Regardless of Rank or level of achievement, all Consultants have an ongoing obligation to continue to promote sales through the generation of new Customers and through servicing existing Customers.

12.2 Pricing Products

Consultants are independent contractors, however, Consultants shall not establish their own price for reselling UR Products. Consultants shall not advertise products for less than the retail price published by UR. Furthermore, Consultants shall not engage in bulk pricing/purchasing or special enticement advertising, including offers of free enrollment with UR, free shipping or other such offers that grant advantages beyond those made expressly available by UR through general publication to all Consultants or through a specific writing to one or more Consultants.

12.3 Altering Packaging, Labels and Products

Consultants may only sell UR Products in their original packaging and may not repackage, re-label or alter UR Products, nor the labels on the UR Products that they sell. Altering an UR Product in ways other than specified in UR instructions voids all product warranties and may violate applicable laws, which could result in civil damages or criminal penalties. UR shall not be liable for any damages that result from altered or improperly used UR Products.


ARTICLE 13– BONUSES AND COMMISSIONS

13.1 Bonus and Commission Qualifications

Consultants will receive Bonuses, Commissions and Status Advancement in accordance with the UR Career Plan, subject to any other applicable provisions contained in the Independent Contractor Consultant Agreement. Additionally, any Consultant qualifying as a Consultant Rank Elite Leader Level 1 Status or above is entitled to a Team Bonus. In order to qualify for Bonuses, Commissions and Status Advancements, Consultants remain in compliance with the Independent Contractor Consultant Agreement.

The UR Career Plan applicable in each Consultant’s Home Country is available on the UR Website.

13.2 Adjustment to Bonuses and Commissions for Returned Products

Consultants receive Bonuses, Commissions or Status Advancements based on the actual sales of products to end Customers. When an UR Product is returned to UR for a refund, the Bonuses and Commissions attributable to the returned product may be deducted from any refunds or credits issued to the Consultant who received the Bonuses and Commissions on the sale of the returned item. Any Status Advancement attributable to the returned UR Product may also be adjusted accordingly, in the sole discretion of UR. UR further reserves the right to issue product purchase refunds at any time, at its sole discretion.

13.3 Online Reports

UR makes certain online reports, including Downline Activity Reports available to Consultants for the sole purpose of supporting communication and leadership with their respective Downline Sales Organization and the development of their UR Business. All online reports, including Downline Activity Reports and the information contained therein are Confidential Information of UR and must be treated as such pursuant to Section 5.3.


ARTICLE 14 – RETURNS, REFUNDS AND CANCELLATIONS

14.1 The UR Returns Policy

The UR Shipping and Returns Policy is available on the UR Website.

14.2 Resalable Items

UR Products and Starter Kits are considered to be in “resalable condition” only if they meet all of the following requirements:

  1. (a)  The items are unopened and unused;

  2. (b)  The packaging and labeling are current and have not been altered or damaged;

  3. (c)  The items and their packaging are in such condition that it is commercially reasonable within the trade to sell the items at full price;

  4. (d)  The items, at the time of purchase, are not identified as non-returnable, discontinued or seasonal items; and

  5. (e)  If a Starter Kit is being returned, the Starter Kit case may be opened but the return must meet all of the above requirements and all of the components (including any documentation) of the Starter Kit must also be included in the return. For greater clarity, the items contained within the Starter Kit case must not be opened or altered and be in “resalable condition” as described above.

UR reserves the right, in its sole discretion, to determine if returned items meet the above criteria.

14.3 Return Shipping

The Customer or Consultant shall be responsible for arranging return shipping and paying return shipping costs for all items being returned (including Starter Kits). The condition of the items being returned shall be the Customer’s or Consultant’s responsibility until UR takes delivery of such items. UR will not provide a refund for items that are damaged, stolen or lost during shipment and reserves the right, in its sole discretion, to determine if an item has been damaged so as to make it not returnable. UR recommends that all items being returned are sent in proper packaging so as to sufficiently protect the item being returned and that a delivery service that insures its users for the value of the items being shipped is used. Payments for refunds will be made in the same form as the original payment. The Customer or Consultant may place a separate order for replacement products if desired.


ARTICLE 15 – INACTIVITY AND TERMINATION

15.1 Effect of Termination

So long as a Consultant remains active and complies with the terms of the Independent Contractor Consultant Agreement, UR shall pay Bonuses and Commissions to such Consultant in accordance with the Independent Contractor Consultant Agreement. A Consultant’s Bonuses and Commissions constitute the entire consideration for the Consultant’s efforts in generating sales and all activities related to generating sales (including building a Downline Sales Organization).

Following a Consultant’s honorable voluntary termination of his or its Independent Contractor Consultant Agreement, the former Consultant shall continue to receive commissions amounting to 20% of any volume purchased directly from their shop link indefinitely or until the former Consultant requests closure of their shop link, however, the Consultant shall have no right, title, claim or interest to the Downline Sales Organization which he or she operated, or any Bonuses and Commissions from the sales generated by the Downline Sales Organization.

A Consultant whose Independent Contractor Consultant Agreement is involuntarily or dishonorably terminated will permanently lose all rights as a Consultant and shall not hold himself or itself out as a UR Consultant, including a loss of the right to sell UR Products and the right to receive future Bonuses and Commissions, or other income resulting from the sales and other activities of the Consultant’s former Downline Sales Organization. In the event of termination, Consultants agree to waive all rights they may have, including property rights, to their former Downline Sales Organization and to any Bonuses and Commissions or other remuneration derived from the sales and other activities of his or her former Customers or Downline Sales Organization.

15.2 Inactivity

It is the Consultant’s responsibility to lead his or its Downline Sales Organization with the proper example in personal production of sales to Customers. Without this proper example and leadership, the Consultant will lose his or its right to receive Bonuses, Commissions and Status Advancement from sales generated through his or its Downline Sales Organization. In order for a Consultant’s account with UR to remain in “active status,” an Consultant must generate sales directly from Customers (not just through the Consultant’s Downline Sales Organization). Accordingly, Consultants, and Consultants with the status of Leader, must meet the following minimum sales requirements in order to maintain an “active status”:

  1. (a)  All Consultants who are not Leaders shall not be inactive (i.e. fail to generate sales directly from Customers) at any time during the term of the Consultant’s respective Independent Contractor Consultant Agreement for a period of more than three (3) consecutive months; and

  2. (b)  All Leaders comply with paragraph (a) and shall generate directly from Customers, personal sales of no less than £175.00 during any 2 (two) consecutive calendar months.

SHOULD A CONSULTANT OR A CONSULTANT WITH THE STATUS OF LEADER FAIL TO COMPLY WITH THE FOREGOING MINIMUM SALES REQUIREMENTS, UR RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO REMOVE THE CONSULTANT’S OR LEADER’S DOWNLINE SALES ORGANIZATION AND/OR TERMINATE THE CONSULTANT’S OR LEADER’S INDEPENDENT CONTRACTOR CONSULTANT AGREEMENT. UR SHALL NOT BE OBLIGATED TO PROVIDE WRITTEN CONFIRMATION OF TERMINATION DUE TO A CONSULTANT’S OR LEADER’S FAILURE TO MAINTAIN AN “ACTIVE STATUS” IN ACCORDANCE HEREWITH.

15.2.1 Voluntary Suspension

Should a Consultant believe he or it will be unable to keep his or its account in “active status” (as described in Section 15.2 above) due to pregnancy, adoption, personal illness, family illness or natural disaster, THE CONSULTANT MAY VOLUNTARILY SUSPEND HIS OR ITS INDEPENDENT CONTRACTOR CONSULTANT AGREEMENT FOR UP TO THREE (3) CALENDAR MONTHS BY PROVIDING NOTICE IN WRITING EITHER BY POSTAL DELIVERY OR EMAIL TO THE COMPLIANCE DEPARTMENT at admin@urban-retreat.com. The written notice must include the Consultant’s signature (except if notice is given by email), printed name, address and Consultant ID Number.

15.3 Involuntary Termination

A Consultant’s violation of any of the terms of the Independent Contractor Consultant Agreement, including any amendments that may be made by UR in its sole discretion from time to time except in the event of a pending arbitration, may result in any of the Disciplinary Actions listed in Section 16.1, which includes the involuntary termination of such Consultant’s Independent Contractor Consultant Agreement. UR shall not be obligated to provide written confirmation of such termination.

15.4 Voluntary Termination

Consultants have a right to terminate their Independent Contractor Consultant Agreement without penalty at any time, regardless of reason. The termination notice must be submitted in writing either by postal delivery or email to UR and will be effective when received and processed by UR. The written termination notice must include the Consultant’s signature (except if notice is given by email), printed name, address and Consultant ID Number.

When a vacancy occurs in a Consultants’ Downline Organization due to the termination of a Consultant, each Direct Downline Consultant in the Organization of the terminated Consultant will be rolled up 1 generation to the terminated Consultant’s sponsor. In instances whereby the sponsor is not ‘active’, all of the Organization will remain in their current position. No Roll-Up will be applied.

UR reserves the sole and exclusive right to determine the final disposition.


ARTICLE 16 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

16.1 Disciplinary Actions

Should a Consultant violate his or its Independent Contractor Consultant Agreement, or engage in any illegal, fraudulent, deceptive or unethical business conduct, UR may, at its sole discretion, engage in disciplinary measures, which may include, but are not limited to one or any combination of the following (referred to as “Disciplinary Actions”):

  1. (a)  Issuance of a written warning or admonition;

  2. (b)  Requiring the Consultant to take immediate corrective measures;

  3. (c)  Withholding Bonuses and Commissions, and/or imposing fines, in an amount determined by UR at its sole discretion;

  4. (d)  Loss of rights to one or more Bonus and Commission payments or other incentive or inventive payment or a part thereof;

  1. (e)  Withholding all or part of the Consultant’s Bonuses and Commissions during the period that UR is investigating any allegedly infringing conduct;

  2. (f)  Suspending some or all of the rights of a Consultant for a specified period of time, or until certain conditions have been satisfied;

  3. (g)  Compensatory remedies, as applicable;

  4. (h)  Removing a Consultant’s Downline Sales Organization;

  5. (i)  Involuntary termination of the Consultant’s Independent Contractor Consultant Agreement;

If a Consultant’s Independent Contractor Consultant Agreement is terminated for disciplinary reasons, such Consultant will not be entitled to any Bonuses and Commissions withheld during the investigation period.

16.2 Grievances and Complaints

When a Consultant has a grievance or complaint with another Consultant regarding any practice or conduct regarding their respective UR Businesses, the complaining Consultant should first report the problem to his or its Sponsor who should review the matter and try to resolve it with the other party’s Upline Sponsor. If the matter cannot be resolved, it must be reported in writing to UR at admin@urban-retreat.com and must bear the name and Consultant ID Number of the party or parties submitting the formal complaint. No telephone calls will be accepted regarding such matters as documentation must be presented in writing both from the complaining party or parties and ultimately from the individual(s) cited for the possible policy violation. UR will review the facts and attempt to resolve the issue.

16.3 Duty to Cooperate

All Consultants are required to respond to inquiries and otherwise cooperate in a timely fashion with any investigation conducted by UR. Failure to respond to inquiries or to otherwise cooperate in a timely fashion is a breach of the Independent Contractor Consultant Agreement and may result in UR taking Disciplinary Actions against the Consultant.

16.4 Confidentiality Regarding Disputes

Consultants, when involved in the dispute resolution process in any manner as set out in the Independent Contractor Consultant Agreement will not disclose to any other person not directly involved in the dispute resolution process:

  1. (a)  The substance of, or basis for, the dispute;

  2. (b)  The content of any testimony or other information obtained through the dispute resolution process; or

  3. (c)  The resolution (whether voluntary or not) of any matter that is subject to the dispute resolution process;

however, nothing in the Independent Contractor Consultant Agreement shall preclude any one of the parties thereto from, in good faith, investigating a claim or defense, including interviewing witnesses and otherwise engaging in discovery. Accordingly, without limiting the foregoing, all communications, whether oral, written or electronic, in any negotiation or arbitration shall be treated as confidential and those made in the course of

negotiation, including any offer, promise or other statement, whether made by any of the parties, their agents, employees, experts or lawyers shall also be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall be inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in negotiation.

16.5 Arbitration

All controversies, disputes or claims arising out of or relating to this Agreement, another Consultant, a former Consultant, an UR Business, any officers, directors, agents, or employees of those parties, UR, UR Affiliates, any parent, subsidiary, related company, affiliate, predecessor or successor of UR or any of their directors, officers, employees, shareholders, trustees, agents and legal representatives, UR Products or an Consultant’s rights and obligations as a Consultant, shall be settled by binding arbitration. Unless all parties to the arbitration otherwise agree, the arbitration shall be held before a single arbitrator. Arbitrator candidates must have at least five years’ experience as a state, provincial or federal judge or as a full-time ADR professional with experience in commercial arbitration. The arbitration shall be commenced and conducted in accordance with the commercial arbitration rules of the American Arbitration Association (AAA) or JAMS for claims arising in the United States and in accordance with ADR Institute of Canada’s ADRIC Arbitration Rules for claims arising in Canada. If there is a conflict between the arbitration rules and this Section, this Section shall apply. Demand for arbitration shall be made within two (2) years after the claim arose (that being from the date of the alleged conduct giving rise to the cause of action), but in no event after the date when the initiation of legal proceedings would have been barred by the applicable statute of limitations. The agreement to arbitrate is reciprocal and binds UR, other Consultants, and former Consultants. Although this Agreement is made and entered into between you and UR, Affiliates of UR are intended third party beneficiaries for purposes of the provisions of this Agreement referring specifically to them, including this agreement to arbitrate. The agreement to arbitration shall survive the termination or expiration of this Agreement. All arbitration proceedings and any award shall be kept confidential.

The arbitrator, and not any federal, state, provincial, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this arbitration agreement is void or voidable. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. Nothing in this Agreement shall prevent UR, without the necessity of posting a bond or security, from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect UR’ interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

The parties mutually waive any right to assert any dispute as a class, collective, or representative action, or to participate in any Dispute asserted as such. The parties agree that if the class action waiver is found to be void or unenforceable for any reason, any motion to have the dispute certified as a class action, and any ensuing class action should it be certified, must be heard and disposed of only by a court, and not by an arbitrator. Class action claims cannot be submitted to arbitration under any circumstances.

In connection with any United States Arbitration matters, the parties acknowledge that this Agreement evidences a transaction involving interstate commerce, and agree that the Federal Arbitration Act shall apply in all cases and shall govern the interpretation and enforcement of the arbitration rules and arbitration proceedings.

16.6 Governing Law and Jurisdiction and Venue English law.

governed by

This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way

relating to this agreement or its formation (including any non-contractual disputes or claims), shall be

and construed in accordance with


ARTICLE 17– WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

17.1 Indemnification and Limitation of Liability

Each Consultant is fully responsible for all of his or its verbal and written statements and representations made regarding UR, his or its UR Business, UR Products, UR Starter Kits, the UR Opportunity and the Independent Contractor Consultant Agreement and agrees to, and shall not make, any unauthorized statements or representations, express or implied, verbal or nonverbal in respect thereof. Each Consultant agrees to indemnify, release, discharge and hold harmless UR and its Affiliates, from any and all losses or liability, including judgments, civil penalties, refunds, lawyer fees and other fees, costs, or lost business, incurred or suffered as a result of such Consultant’s actions or inactions, alleged or confirmed, that violate the Independent Contractor Consultant Agreement (including these UR Policies and Procedures). Each Consultant further agrees to indemnify, release, discharge and hold harmless UR and its Affiliates from all liability arising from or relating to the promotion or operation of such Consultant’s UR business and any activities related to it (e.g., the presentation of UR Products or the Career Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.). Without limitation of the foregoing, each Consultant shall specifically indemnify UR and its Affiliates against any losses or liabilities they may suffer or incur as a result of such Consultant being deemed an employee, agent or holding any status other than an independent contractor and such Consultant’s Tax liabilities in connection therewith. This Section shall survive the termination or expiration of a Consultant’s Independent Contractor Consultant Agreement.


ARTICLE 18 – MISCELLANEOUS

18.1 Severability

If any provision of the Independent Contractor Consultant Agreement, in its current form or as may be amended, is determined to be invalid, illegal or unenforceable, in whole or in part, the remaining part of such provision and all other provisions of the Independent Contractor Consultant Agreement will continue in full force and effect to the maximum extent possible so as to effect the intent of the parties, or if incapable of such enforcement, only such limited portion of the provision that is held to be void or unenforceable shall be deleted from the Independent Contractor Consultant Agreement, and the remainder of the Independent Contractor Consultant Agreement and such provisions as applied to other persons, places and circumstances will remain in full force and effect.

18.2 Survival

Any provisions in the Independent Contractor Consultant Agreement relating to confidentiality, Confidential Information, Customer Data, non-solicitation, resale of UR Products, indemnification, arbitration, and other provisions as expressly stated herein will survive the termination or expiration of a Consultant’s Independent Contractor Consultant Agreement and that Consultant’s relationship with UR.

18.3 Waiver

UR never gives up its right to insist on compliance with the Independent Contractor Consultant Agreement and with the applicable laws governing the conduct of a Consultant or his or its business. No failure of UR to exercise any right or power under the Independent Contractor Consultant Agreement or to insist upon strict compliance by a Consultant with any obligation or provision of the Independent Contractor Consultant Agreement and no

custom or practice of the parties at variance with the terms of the Independent Contractor Consultant Agreement, shall constitute a waiver of UR’ right to demand exact compliance with the Independent Contractor Consultant Agreement. A waiver by UR is only valid if delivered explicitly in writing by an authorized officer of UR who is authorized to bind UR in contracts or agreements and applies only to the specific instance or occurrence at hand. UR’ waiver of any particular breach by a Consultant shall not affect or impair UR’ rights with respect to any subsequent breach or to insist on future compliance, nor shall it affect in any way the rights or obligations of any other Consultant. Nor shall any delay or omission by UR to exercise any right arising from a breach affect or impair UR’ rights as to that or any subsequent breach. The existence of any claim or cause of action of a Consultant against UR shall not constitute a defence to UR’ enforcement of any term or provision of the Independent Contractor Consultant Agreement.

18.4 Right to Use Third Parties

Notwithstanding anything to the contrary in the Independent Contractor Consultant Agreement, UR may use contractors in connection with the performance of its obligations and the exercise of its rights under the Independent Contractor Consultant Agreement.

18.5 Force Majeure

UR will not be liable to any Consultant for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, or inability to obtain raw materials, supplies, equipment or power needed to perform hereunder.

18.6 Interpretation/Usage
In this Independent Contractor Consultant Agreement, unless a clear contrary intention appears:

  1. (a)  Words importing gender shall include all genders and words importing person shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever;

  2. (b)  The singular includes the plural and the plural includes the singular;

  3. (c)  The words “hereunder,” “hereof,” “hereto” and words of similar import will be deemed references to this Independent Contractor Consultant Agreement as a whole and not to any particular Article, Section or other provision hereof or any Schedule or Exhibit attached hereto;

  4. (d)  “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”;

  5. (e)  Article and Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; and

  6. (f)  Any references to “Article,” “Section,” “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Article, Section, Schedule or Exhibit of or to this Agreement.

18.7 Entire Agreement

This Independent Contractor Consultant Agreement, along with all documents incorporated by reference, in their current form and as amended by UR in its sole discretion except in the event of a pending arbitration, constitutes the entire agreement of the parties hereto with respect to its subject matter. The Independent Contractor Consultant Agreement supersedes all previous, contemporaneous, inconsistent agreements, negotiations, representations and promises between the parties, written or oral, regarding the subject matter hereunder. There are no oral or written collateral representations, agreements or understandings except as provided herein.

18.8 Notices

Except as otherwise expressly set forth in the Independent Contractor Consultant Agreement, all notices required or permitted by the Independent Contractor Consultant Agreement shall be in writing and sent to the party to be notified. All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).

A notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving notice has complied with the requirements of this Section 18.8. Notices to a Consultant shall be sent to the address (including email address) on the applicable Online Application Form or updated Consultant Profile. Notices to UR shall be sent to:

URBAN RETREAT by Acti Labs Ltd 27b North Way
Andover
Hampshire, SP10 5RW

UK admin@urban-retreat.com

18.9 Schedules and Exhibits

The Schedules and Exhibits attached to this Independent Contractor Consultant Agreement form an integral part of this Agreement for all purposes.

UR – URBAN RETREAT by Acti Labs Ltd.



SCHEDULE “A” DEFINED TERMS

UR Business – A Consultant’s independent business for promoting, marketing and/or selling UR Products and the UR Opportunity, as authorized by the Independent Contractor Consultant Agreement.

UR Career Plan – A document which outlines the compensation structure for Consultants, including how Bonuses and Commissions are calculated. Each Authorized Country has an UR Career Plan specifically applicable to Consultants enrolled in that particular country.

UR Content - The UR Content includes: (a) all UR Trademarks; (b) all text, images, graphics, copyrighted material and other content and materials used or displayed on or in connection with any UR Product (or any related packaging), Official UR Material or the UR Website; and
(c) the names, images and likenesses of the principals of UR.

UR Opportunity – The opportunity to become a Consultant for UR and to partake in the UR Business.

UR Policies and Procedures – A document which governs the actions of all Consultants in conducting the UR Business.

UR Shipping and Returns Policy – A summary of the UR Shipping and Return policies and procedures, available on the UR Website.

UR Products – UR skincare and cosmetic-related products and regimens, and such other products or services as UR may market from time to time, that Consultants are authorized to sell under the Agreement.

UR Trademarks – All trademarks, service marks, trade names, product names, logos and domain names used or displayed on or in connection with any UR Product (or any related packaging), Official UR Material or the UR Website owned by UR or any parent, subsidiary, affiliate, predecessor, related company, or successor of UR.

UR Website – The internet site located at the URL address www.UR.com.

Affiliates – Includes directors, officers, employees, shareholders, trustees, agents and legal representatives of UR and each of their respective successors, assigns, heirs and legal representatives.

Consultant – A party that has entered into an Independent Contractor Consultant Agreement with UR and is operating an UR Business pursuant thereto.

Consultant Code of Ethics – A code which outlines the ethical conduct required by all Consultants.

Consultant ID Number – A unique number that is given to a Consultant by UR upon successful enrollment and is used to identify the Consultant.

Consultant Information - Each Consultant’s name, address, phone number, email address, Taxpayer Identification Information, date of birth and other information required to be provided in or with a Consultant’s Online Application Form.

Consultant Profile – The online profile of a Consultant located in the Consultant’s Back Office, which outlines the personal information of the Consultant, including Consultant banking information, addresses and telephone numbers.

Authorized Country – Means Canada, the United States and the United Kingdom, or any other jurisdiction in which UR is operating, as announced in Official UR Materials.

Back Office – The online platform through which Consultants can access UR information, tools and updates to help operate their UR Business.

Bonus – Bonus compensation and earned incentives paid to a Consultant in accordance with the UR Career Plan. Business Days - Monday through Friday, excluding holidays observed by UR.
Leader Status – Shall have the meaning ascribed thereto as set out in the UR Career Plan.

Commission – The compensation paid to a Consultant for the sale of commissionable UR Products, represented as a percentage of retail volume, as provided for in the UR Career Plan. Starter Kits and sales aids are not commissionable products.

Compliance Department – The UR department that governs compliance with the Independent Contractor Consultant Agreement and can be reached at admin@urban-retreat.com.

Confidential Information – The confidential and/or proprietary information of UR, which includes Downline Activity Reports and all information contained in such reports, all Customer Data, UR Product development plans, pricing, problem reports and performance information, marketing and financial plans and data, Customer emails, Consultant emails, contact information and training materials.

Customers – End consumers who purchase UR Products for their own personal use.

Customer Data – All data and information submitted by a Customer or potential Customer to a Consultant in connection with a purchase of UR Products, or otherwise about an identifiable Customer or potential Customer, including name, address, phone number, financial account information, UR Products ordered and order volume.

Downline – The Consultants that a Consultant has signed up, as well as those they have signed up. See “Downline Sales Organization” below.

Downline Activity Report – A report generated by UR that provides critical data relating to the identities of a Consultant’s Downline Sales Organization and their sales performance and enrollment (sponsoring) activity of each Consultant’s Downline Sales Organization. All Performance Reports and the data contained therein are the Confidential Information of UR.

Downline Sales Organization – The collective group of Consultants Downline from a particular Consultant in a sponsorship line up to UR.

First Generation – The first Level of Consultants immediately below a particular Consultant in a sponsorship line up to UR, but does not include all Consultants in the Downline Sales Organization.

Home Country – The Authorized Country in which a Consultant enrolls is his or its “Home Country”.

Household – A collective of persons (including Spouses) residing in the same dwelling, regardless of familial relation.

Income Disclaimer – UR does not guarantee that Consultants participating in the UR Opportunity will generate any income. As with any business, each Consultant’s business results may vary. Earnings depend on a number of factors, including the area in which you live, individual effort, business experience, diligence and leadership. Potential Consultants are urged to perform their own due diligence prior to making any decision to participate.

Independent Contractor Consultant Agreement – A legally binding contract between UR and each Consultant consisting of: (a) the Independent Contractor Consultant Terms and Conditions; (b) the UR Policies and Procedures; (c) the UR Career Plan; (d) the UR Shipping and Returns Policy, (e) the Online Application Form; and (f) the Business Entity Registration Package (if applicable), all in their current form and as amended by UR, in its sole discretion, from time to time except in the event of a pending arbitration.

Independent Contractor Consultant Terms and Conditions – A summary of the legal terms and conditions all Consultants must agree to so as to ensure their UR Business remains in good standing.

Level – The layers of Downline Consultants in a particular Consultant’s Downline Sales Organization. This term refers to the relationship of a Consultant relative to a particular Upline Consultant, determined by the number of Consultants between them who are related by sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A’s fourth Level.

Line Switching – Line Switching is re-enrolling under a different Sponsor in less than a three (3) month period after terminating an account or while still enrolled under a previous Sponsor. Line Switching is strictly prohibited. If a Consultant wishes to change Sponsors, the Consultant must terminate his or its UR Business and wait three (3) months. After three (3) months, the Consultant may re-enroll under a new Sponsor.

Leader – Is a Consultant who is a Rank of Elite Level 1 Status or above and who has accepted a Team Bonus, as further described in the UR Career Plan.

Team Bonus – Is the bonus that may be offered to a Consultant who has met the requirements to become a Leader and that such Consultant is entitled to accept should they choose.

Network Marketing Program – Includes multilevel or network marketing business ventures, direct sales, or similar marketing opportunities.

Official UR Material – Literature, audio tapes, video tapes, advertising and marketing materials and other materials made available for Consultants by UR through a Consultant’s Back Office, Personal Websites or as expressly authorized through general publication to all Consultants or through a specific writing to one or more Consultants.

Online Application Form – An online application form to be completed and submitted through the UR Website in order to become enrolled as a Consultant.

Personal Sales Volume – The commissionable value of UR Products sold in a calendar month: (a) by a Consultant to a Consultant’s enrolled Customers.

Personal Website – An internet website provided by UR to all Consultants to promote a Consultant’s UR Business, which utilizes website templates developed by UR and which is hosted by or on behalf of UR. The cost of the

Personal Website is included with the Starter Kit purchase.

Product Disclaimer - Results from the use of UR Products may vary depending upon the individual, and UR makes no guarantee as to the results that you may you experience. UR recommends that you consult with your physician or other qualified health care provider before beginning any product regimen or treatment.

Rank – The title that a Consultant has achieved pursuant to the UR Career Plan as set forth therein (e.g. Elite Leader Level 1 Status, Elite Leader Level 2 Status, Elite Leader Level 3 , Elite Leader Level 4, Elite Leader Level 5, Elite Leader Level 6, Elite Leader Level 7, Elite Leader Level 8, Elite Leader Level 9, etc.).

Security Breach – A breach of security or an unauthorized disclosure, access, acquisition or use of Customer Data or any Confidential Information, including such access or acquisition as a result of theft, hacking or inadvertent error.

Sponsor – A Consultant who enrolls another Consultant into UR and is listed as the Sponsor on the Online Application Form. The act of enrolling others and training them to become Consultants is called “sponsoring” or “sponsorship”.

Spouse – Shall have the meaning ascribed to it in Section 6.6.

Starter Kit – A selection of UR training materials, product samples, and business support literature that each new Consultant is required to purchase at a price below market value.

Status Advancement – The advancement of an Consultant to a higher Rank based on the Consultant’s performance as measured against the performance benchmarks set out in the UR Career Plan.

Tax or Taxes – Taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any governmental entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, gains, capital stock, production, gift, wealth, environment, net worth, utility, sales, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, surtaxes, customs duties and import and export taxes, development, occupancy, social services, license, franchise and registration fees and employment insurance, health insurance and other government pension plan premiums or contributions).

Taxpayer Identification Information - Numbers and information that may be used for Tax reporting, including (depending on country of residence), Social Insurance Numbers, Business Numbers, Social Security Numbers, Individual Taxpayer Identification Numbers, Employer Identification Numbers, National Insurance Numbers, Unique Taxpayer References and legal names.

Team Sales Volume – The commissionable value of UR Products generated by an Consultant’s Downline Sales Organization. Team Sales Volume does not include the Personal Sales Volume of the subject Consultant (Starter Kits sales do not contribute to sales volume).

Upline – The Consultant or Consultants above a particular Consultant in a sponsorship line up to UR (it is the line of sponsors that links any particular Consultant to UR)