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STATEMENT OF POLICIES & PROCEDURES
Section 1 – Introduction
1.1 General

The following Company’s Distributors Rules & Regulations are implemented with the purpose of safeguarding the rights and regulating the obligations of its Distributors, rather than restraining their independent business activities. In order to mould yourself to be a responsible and ethical MAXGABA’s Distributors. You ought to understand and abide by the Rules & Regulations. Any violation of the Rules & Regulations will result in termination of the Distributorship.

1.2 Policies and Business Plan Incorporated into Distributor Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of MAXGABA INTERNATIONAL TRADING SDN BHD (hereafter “MAXGABA INTERNATIONAL” or the “Company”), are incorporated into, and form an integral part of, the MAXGABA INTERNATIONAL Distributor Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the MAXGABA INTERNATIONAL Distributor Terms of Use, these Policies and Procedures, the MAXGABA INTERNATIONAL Business Plan.

These documents are incorporated by reference into the MAXGABA INTERNATIONAL Distributor Agreement (all in their current form and as amended by MAXGABA INTERNATIONAL). It is the responsibility of each Distributor to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new Distributor, it is the responsibility of the sponsoring Distributor to provide the most current version of these Policies and Procedures and the MAXGABA INTERNATIONAL Business Plan to the applicant prior to his or her execution of the Distributor Agreement.

1.3 Purpose of Policies

MAXGABA INTERNATIONAL markets products through Independent Distributors. It is important to understand that your success and the success of your fellow Distributors are dependent upon the integrity of the men and women who market our products. To clearly define the relationship that exists between Distributors and MAXGABA INTERNATIONAL, and to explicitly set a standard for acceptable business conduct, MAXGABA INTERNATIONAL has established the Agreement.

MAXGABA INTERNATIONAL Distributors are required to comply with all of the Terms and Conditions set forth in the Agreement which MAXGABA INTERNATIONAL may amend at its sole discretion from time to time, as well as all federal, state, provincial, territorial, and local laws governing their MAXGABA INTERNATIONAL business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this manual carefully. It explains and governs the relationship between you, as an independent Distributor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from anyone your Sponsor or from MAXGABA INTERNATIONAL.

1.4 Changes to the Agreement

Due to federal, state, provincial, territorial and local laws, as well as the business environment, periodically change, MAXGABA INTERNATIONAL reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By entering into the Distributor Agreement, a Distributor agrees to abide by all amendments or modifications that MAXGABA INTERNATIONAL elects to make. Amendments shall be effective upon notice to all Distributors that the Agreement has been modified.

Notification of amendments shall be published in official MAXGABA INTERNATIONAL materials. The Company shall provide or make available to all Distributors a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official webpage; (2) electronic mail (e-mail); (3) fax-on-demand; (4) inclusion in product orders; or (5) special mailings. The continuation of a Distributor’s MAXGABA INTERNATIONAL business or a Distributor’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

1.5 Changes and/or Amendments

A Distributor shall comply with the Rules and Regulations of the Company and any amendment made by the Company from time to time, provided that such amendment has been published in the Company’s publication or otherwise notified to the Distributor.

1.6 Delays

MAXGABA INTERNATIONAL shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, acts of God, natural disasters, curtailment of a party’s source of supply, or government decrees or orders.

1.7 Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.

1.8 Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of MAXGABA INTERNATIONAL to exercise any right or power under the Agreement or to insist upon strict compliance by a Distributor with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of MAXGABA INTERNATIONAL’s right to demand exact compliance with the Agreement.

Waiver by MAXGABA INTERNATIONAL can be affected only in writing by an authorized officer of the Company. MAXGABA INTERNATIONAL’s waiver of any particular breach by a Distributor shall not affect or impair MAXGABA INTERNATIONAL’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Distributor. Nor shall any delay or omission by MAXGABA INTERNATIONAL to exercise any right arising from a breach affect or impair MAXGABA INTERNATIONAL’s rights as to that or any subsequent breach.
The existence of any claim or cause of action of a Distributor against MAXGABA INTERNATIONAL shall not constitute a defense to MAXGABA INTERNATIONAL’s enforcement of any term or provision of the Agreement.

Section 2 – Becoming A Distributor
2.1 Requirements to Become a Distributor

To become a MAXGABA INTERNATIONAL Distributor, each applicant must:
Be of the age of majority in his or her state of residence; company; partnership; or sole proprietor. Any individual who is of legal age residing in Malaysia can apply to be a MAXGABA’s Distributor. Any application in the name of a third party will not be accepted;
a) Purchase a MAXGABA INTERNATIONAL product;
b) Submit a properly completed Distributor Agreement to MAXGABA INTERNATIONAL (see Section 2.2 below);
c) The Company reserves the right to reject any application without assigning any reason whatsoever.
d) A Distributor of the Company is not an existing agent, representative, employee or spouse of an employee of the Company.
e) All applications must be sponsored by an existing authorized Distributor.

2.2 New Distributor Enrollment

The following steps provided for new Distributors to enroll:
a) To become a new Distributor, the applicant must be referred by an existing Distributor and online to MAXGABA INTERNATIONAL Webpage for registration:
b) Distributorship will not be effective until and unless it has been approved by the Company. As approval, the applicant will receive Distributor ID and Password by e-mail or SMS via handset;
c) The new Distributor is required to use the Distributor ID and Password on the Webpage, to promote MAXGABA INTERNATIONAL products and Business Plan.

2.3 Member Benefits

Once a Distributor application has been accepted by MAXGABA INTERNATIONAL, the benefits of the Business Plan and the Distributor Agreement are available to the new Distributor. These benefits include the right to:
a) Participate in the MAXGABA INTERNATIONAL Business Plan (receive bonuses and commissions, if eligible);
b) Sponsor other individuals as Distributors into the MAXGABA INTERNATIONAL business and thereby, build a marketing organization and progress through the MAXGABA INTERNATIONAL Business Plan;
c) Participate in MAXGABA INTERNATIONAL – sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable.

2.4 Marriage

a) A husband and wife can apply separately as a Distributorship but under the same line of sponsorship.
b) If two Distributors have been independently operating their career prior to their marriage, they have the following options:
    – Resign from one Distributorship; or
    – Operate both Distributorships of which each will be maintained in its original line of sponsorship.
c) In case of single Distributorship, both husband and wife shall enjoy all awards and benefits jointly.
d) In case of a divorce, unless the parties shall have both agreed on the mode of sharing the awards, the awards shall be distributed equally.

2.5 Divorce

a) Whenever a Distributorship is separated as a result of divorce, the separation must be accomplished in a way it shall not adversely affect the interests of other Distributorship in the same line of sponsorship.
b) During the period in which divorce proceedings are pending, none of the parties is allowed to operate or participate in any other direct sales business.
c) The divorcing couple shall reach an agreement between themselves and submit to the Company the “Application for Termination of Distributorship” by either one of them.
d) The withdrawing party upon the completion of his or her termination may reapply to become a Distributor under a new sponsorship. In the event of further disputes arising from a divorce but beyond the control of the Rules and Regulations of the Company, the relevant laws of the country concerned shall prevail.

2.6 Sale of Distributorship

a) Sale of Distributorship is not allowed or/ and permitted.
b) Sale of Distributorship is allowed ONLY if all the following conditions are fulfilled but it will be subjected to the approval by the company.
c) Only Distributorship in good standing with the company and having the rank of Diamond may submit and request to sell their Distributorship.
d) The Distributor must write in to the company for approval before any sale of Distributorship can be made.
e) Approval is based on the review of the proposed purchaser’s qualification and intention to manage and will be subjected to the consent and approval by the company.
f) Upon approval of the sale by the company, a sale and purchase agreement must be signed between the buyer and seller. A copy of the duty stamped sale and purchase agreement must be extended to the company for filing.
g) Any Distributor who has sold their Distributorship can only apply to join as the company’s Distributor after 1 year from the date of the sale or transfer. Accordingly, he or she will start from the very beginning with no link to previous downlines.
h) All bonuses accrued to the previous Distributorship will be paid to the new owners. The awards and recognition previously awarded to the Distributorship will be transferred to the new owner, if the new owner is presently a Distributor of the company. However, the new owner has to attain the required qualification before he/ she is entitled to acquire any due awards and recognition of the transferred Distributorship.
i) Selling and buying existing Distributorship as a mean of changing Distributorship is generally discouraged. The company will closely scrutinize such transactions for violation of other important policies.
j) The company reserves the right to disapprove any sale or transfer of Distributorship without having to give any reason.

Section 3 – Operating Your MAXGABA INTERNATIONAL Business
3.1 Adherence to the MAXGABA INTERNATIONAL Business Plan

Distributors must adhere to the terms of the MAXGABA INTERNATIONAL Business Plan as set forth in official MAXGABA INTERNATIONAL literature. Distributors shall not offer the MAXGABA INTERNATIONAL opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official MAXGABA INTERNATIONAL literature. Distributors shall not require or encourage other current or prospective Preferred Customers or Distributors to participate in MAXGABA INTERNATIONAL in any manner that varies from the program as set forth in official MAXGABA INTERNATIONAL literature.

Distributors shall not require or encourage other current or prospective Preferred Customers or Distributors to execute any agreement or contract other than official MAXGABA INTERNATIONAL agreements and contracts in order to become a MAXGABA INTERNATIONAL Distributor. Similarly, Distributors shall not require or encourage other current or prospective Preferred Customers or Distributors to make any purchase from, or payment to, any individual or other entity to participate in the MAXGABA INTERNATIONAL Business Plan other than those purchases or payments identified as recommended or required in official MAXGABA INTERNATIONAL literature.

3.2 Advertising and Promotional Tools

3.2.1 General

All Distributors shall safeguard and promote the good reputation of MAXGABA INTERNATIONAL and its products. The marketing and promotion of MAXGABA INTERNATIONAL, the MAXGABA INTERNATIONAL opportunity, the Business Plan, and MAXGABA INTERNATIONAL products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

MAXGABA INTERNATIONAL has carefully designed its products, product labels, Business Plan, and promotional materials to ensure that each aspect of MAXGABA INTERNATIONAL is fair, truthful, substantiated, and complies with applicable laws and codes of conduct. To promote both the products and the tremendous opportunity MAXGABA INTERNATIONAL offers, Distributors must submit to MAXGABA INTERNATIONAL all literature, advertisements, sales aids, training tools, and promotional materials that they wish to use in their businesses. No such material may be used unless and until written approval is received from the Company.

3.2.2 Domain Names and Email Addresses

Distributors may not use or attempt to register any of MAXGABA INTERNATIONAL’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name. Nor may Distributors incorporate or attempt to incorporate any of the Company’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, into any electronic mail address.

3.2.3 Trademarks and Copyrights

MAXGABA INTERNATIONAL will not allow the use of its trade names, trademarks, designs, or symbols by any person, including a MAXGABA INTERNATIONAL Distributors, without its prior, written permission. Distributors may not produce for sale or distribution any recorded Company events and speeches/ audio/ video tape presentations without written permission from MAXGABA INTERNATIONAL.
The name of MAXGABA INTERNATIONAL and other names as may be adopted by MAXGABA INTERNATIONAL are proprietary trade names, trademarks and service marks of MAXGABA INTERNATIONAL. As such, these marks are of great value to MAXGABA INTERNATIONAL and are supplied to Distributors for their use only in an expressly authorized manner.

All Distributors may list themselves as an “Independet MAXGABA INTERNATIONAL Distributor” in the white or yellow pages of the telephone directory under their own name. No Distributor may place telephone directory display ads using MAXGABA INTERNATIONAL’s name or logo. Distributors may not answer the telephone by saying “MAXGABA INTERNATIONAL”, “MAXGABA INTERNATIONAL Company”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of MAXGABA INTERNATIONAL.

3.2.4 Media and Media Inquiries

Distributors must not attempt to respond to media inquiries regarding MAXGABA INTERNATIONAL, its products, or their independent MAXGABA INTERNATIONAL business. All inquiries by any type of media must be immediately referred to MAXGABA INTERNATIONAL’s Marketing Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

3.2.5 Spamming and Unsolicited Faxes

Except as provided in this section, Distributors may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or “spamming” relative to the operation of their MAXGABA INTERNATIONAL businesses. The terms “unsolicited faxes” and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting MAXGABA INTERNATIONAL, its products, its business plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person’s prior express invitation or permission; or (b) to any person with whom the Distributor has an established business or personal relationship.

The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two way communication between a Distributor and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Distributor; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

3.3 Bonus Buying Prohibited

Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of a Distributor Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a Distributor; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Distributors (“phantoms”); or (d) purchasing MAXGABA INTERNATIONAL merchandise on behalf of another Distributor, or under another Distributor’s I.D. number, to qualify for commissions or bonuses.

3.4 Unauthorized Claims and Actions

3.4.1 Indemnification

A Distributor is fully responsible for all of his or her verbal and written statements made regarding MAXGABA INTERNATIONAL products and the Business Plan which are not expressly contained in official MAXGABA INTERNATIONAL materials. Distributors agree to indemnify MAXGABA INTERNATIONAL and MAXGABA INTERNATIONAL’s directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by MAXGABA INTERNATIONAL as a result of the Distributor’s unauthorized representations or actions. This provision shall survive the termination of the Distributor Agreement.

3.4.2 Business Plan &Product Claims

a) No claims (which include personal testimonials) as to beneficial properties of any products offered by MAXGABA INTERNATIONAL may be made except those contained in official MAXGABA INTERNATIONAL literature.
b) The Distributors shall present the Company’s products and the MAXGABA’s Business Plan truthfully and fairly. The Distributors shall not disseminate or spread any inaccurate and untruthful information related to the Company, Company’s products, and whatsoever.
c) It must be made clear that the Company’s programs are based on sales of the Company’s products. It shall be stated that profits only come through diligent and committed efforts.
d) The Distributors shall not make claims for any of the Company’s products other than those found in current Company’s literature and/ or labels. If the reputation of the Company is damaged for this reason, the Distributor concerned will be held responsible for all costs or damages arising from such action. Furthermore, he/ she shall not bind or commit the Company to any settlement related to such costs or damages.
e) All statements regarding product description and use must conform in every way to the written policies of the Company.

3.5 Pricing

a) No Distributor is allowed to underprice or over price any product of the Company for gaining higher profits or promoting sales. This action may warrant termination and/ or legal action by the Company.
b) The integrity of the MAXGABA’s Business Plan and the confidence of other Distributors should be upheld at all times.
c) Under pricing or over pricing in the above context means:-
    1) All products of the Company shall be sold at its Retail Price as prescribed or approved by the Company. No Distributors is allowed to raise or lower the price of any      product.
    2) No Distributor is allowed to carry out their own promotions, unless with prior written approval from the Company.
    3) Products obtained during promotions or with purchase offer shall be sold at its retail price.
    4) A Distributor is not allowed to instigate, encourage, indulge and teach downlines to obtain bonus rebate/ refund of commission in order to be more competitive in pricing.
    5) A Distributor is not allowed to resell the Company’s products to their downlines, sidelines, and other groups without the submission of sales report to the Company.
    6) A Distributor is not allowed to purchase/ sell to the staff of the Company and vice versa.

3.6 Minors

A person who is recognized as a minor in his/her state of residence may not be a MAXGABA INTERNATIONAL Distributor. Distributors shall not enroll or recruit minors into the MAXGABA INTERNATIONAL program.

3.7 Re-packaging and Re-labeling Prohibited

Distributors may not re-package, re-label, refill or alter the labels on any MAXGABA INTERNATIONAL products, information, materials or programs in any way. MAXGABA INTERNATIONAL products must be sold in their original containers only. Such re-labelling or repackaging would likely violate federal and state laws, which could result in severe criminal penalties. You should also be aware that civil liability can arise when, as a consequence of the repackaging or re-labelling of products, the persons using the products suffer any type of injury or their property is damaged.

3.8 Sponsoring

All active Distributors in good standing have the right to sponsor and enroll others into MAXGABA INTERNATIONAL.

3.9 Cross-Sponsoring

a) No Cross-Sponsoring of Distributorship shall be allowed. Cross-Sponsoring in this context means:-
    1) Signing up an existing Distributorship from another group.
    2) Signing up the wife when the husband is already a Distributor or vice versa.
    3) Signing up under another sponsor to operate his/ her Distributorship when his/ her Distributorship is still valid.
    4) Allowing other people or relative to use his Distributorship to do business.
b) In the event of Cross-Sponsoring the following actions shall be taken by the Company:
    1.1) The Distributorship of the member who signs up Distributors or spouses of Distributors of other group shall be terminated.
    1.2) All Distributors involved shall be transferred back to their original sponsor.
    2.1) If the spouse “A” of a Distributor “B” is found to have signed under another group.
    2.2) “A”’s Distributorship will be terminated and all of “A”’s downline Distributors shall be transferred to “B”.
    3.1) If the Distributor “A” is found to have used other people or relative “B” Distributorship under another group to carry out business.
    3.2) “B” Distributorship will be terminated and all of “B”’s downline Distributors shall be transferred to “A”.
c) The Company reserves the right:
    1) To withhold bonus payment of the offending Distributor.
    2) To terminate the offending Distributor at the Company’s own discretion.

3.10 Principle of Sponsorship

a) It is against the Company’s policy for any Distributor to change sponsor through any means. Any application submitted with the intent to change sponsors will be rejected.
b) It is against the Company’s policy for a Distributor to be sponsored under two or more Distributorship. Such conduct will result in their Distributorship being terminated.
c) Application for the change of sponsor or for the transfer of some or his entire personal group is not permitted.

3.11 Succession

Upon the death or incapacitation of a Distributor, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Distributor should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a MAXGABA INTERNATIONAL business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Distributor’s marketing organization provided the following qualifications are met. The successor(s) must:
a) Execute a Distributor Agreement;
b) Comply with terms and provisions of the Agreement; and
c) Meet all of the qualifications for the deceased Distributor’s status.

3.11.1 Transfer upon Death of a Distributor

To affect a testamentary transfer of a MAXGABA INTERNATIONAL business, the successor must provide the following to MAXGABA INTERNATIONAL:
a) an original death certificate;
b) a notarized copy of the will or other instrument establishing the successor’s right to the MAXGABA INTERNATIONAL business; and
c) a completed and executed Distributor Agreement.

3.11.2 Transfer upon Incapacitation of a Distributor

To effect a transfer of a MAXGABA INTERNATIONAL business because of incapacity, the successor must provide the following to MAXGABA INTERNATIONAL:
a) a notarized copy of an appointment as trustee;
b) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the MAXGABA INTERNATIONAL business; and
c) a completed Distributor Agreement executed by the trustee.

Section 4 – Responsibilities of Distributors
4.1 Change of Address or Telephone

To ensure timely delivery of products, support materials, it is critically important that the MAXGABA INTERNATIONAL’s files are current. Street addresses are required for shipping since UPS cannot deliver to a post office box. Distributors planning to move should send their new address and telephone numbers to MAXGABA INTERNATIONAL to the attention of the Distributor Services Department. To guarantee proper delivery, two weeks advance notice must be provided to MAXGABA INTERNATIONAL on all changes.

4.2 Continuing Development Obligations

4.2.1 Ongoing Training

Any Distributor who sponsors another Distributor into MAXGABA INTERNATIONAL must perform a bona fide assistance and training function to ensure that his or her down line is properly operating his or her MAXGABA INTERNATIONAL business. Distributors must have ongoing contact and communication with the Distributors in their Down line Organizations. Up line Distributors are also responsible to motivate and train new Distributors in MAXGABA INTERNATIONAL product knowledge, effective sales techniques, the MAXGABA INTERNATIONAL Business Plan, and compliance with Company Policies and Procedures.

Distributors must monitor the Distributors in their Down line Organizations to ensure that down line Distributors do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every Distributor should be able to provide documented evidence to MAXGABA INTERNATIONAL of his or her ongoing fulfilment of the responsibilities of a Sponsor.

4.3 Distributor’s Ethics

In the process of sponsoring new recruits and promoting Maxgaba’s products, distributor shall not violated the Direct Selling Act and induce customers by quoting exceptional example, misappropriate money of downline, distributor or customers, or accept any form of corrupt offers.

4.4 Taxation

Distributors are solely responsible for the compliance with applicable taxation requirements.

* Distributors responsibility to declare own taxation matters with authority (Lembaga Hasil Dalam Negeri (LHDN)) for their total annual income earned from Maxgaba International on/ or before April each year and Distributors can download own income listing from their Distributor’s Account @ Member Login.

Section 5 – Bonuses
5.1 Bonus Qualifications

A Distributor must be active and in compliance with the Agreement to qualify for bonuses. So long as a Distributor complies with the terms of the Agreement, MAXGABA INTERNATIONAL shall pay bonuses to such Distributor in accordance with the Business Plan. The minimum amount for withdrawal is 100 E-Cash.

5.2 Adjustment to Bonuses& Returned Products

Distributors receive bonuses based on the actual sales of products to end consumers. When a product is returned to MAXGABA INTERNATIONAL for a refund or is repurchased by the Company, the bonuses attributable to the returned or repurchased product(s) will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the bonus is recovered, from the Distributors who received bonuses on the sales of the refunded products.

Section 6 – Product Guarantees, Returns and Inventory Repurchase
6.1 Product Guarantee

MAXGABA INTERNATIONAL offers products of international quality to every customer. If the products purchased by the Distributors are of inferior quality or with manufacturing defects, the Company guarantees replacement. However, this guarantee does not extend to damages or contamination due to expiry, negligence or deliberate act.

6.2 Product Returns

In case of any dissatisfaction, manufacturing or packaging defect, Distributors can return/exchange the product to/from the Distributor from whom they had purchased the same, within the 10 days of the date of purchased (return fee must less shipping charges and 10% of processing charges). They have to provide a good reason and return the said goods to the Distributor from whom they had purchased.
Thereafter, the Distributors can return the products to the Company and exchange for the same products, within 30 days from the date of order placed. The products returned must be in good condition, useable, resalable, restockable, unopened, unaltered and the shelf-life of the good have not expired. Distributors must attach the follows at the time of returning the products:
    – Reason for return
    – Products to be returned

6.3 Buy Back Policy

MAXGABA INTERNATIONAL provides a Buy Back Policy to Distributors who wish to terminate his/her Distributorship and return any MAXGABA INTERNATIONAL’s products that is in good condition, useable, resalable, restockable, unopened, unaltered and the shelf-life of the good have not expired, which is purchased within the 30 days from the date of his resignation.

Upon approval, amount refunded will be equal to Distributor cost of product being returned, less total bonus paid on the original purchase and less 10% service charge from Distributor Price of the products toward the cost of handling charge and freight.

This Buy Back Policy is designed to impose upon the sponsor and the Company the obligation to ensure that the Distributor is buying products wisely.

6.4 Procedures for All Returns

The following procedures apply to all returns for refund, repurchase, or exchange:
a) All merchandise must be returned by the Distributor who purchased it directly from MAXGABA INTERNATIONAL.
b) The return is accompanied by:
    i. A copy of the original dated shipment bill/ receipt; and
    ii. The unused portion of the product in its original container.
c) Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to MAXGABA INTERNATIONAL shipping pre-paid.
MAXGABA INTERNATIONAL does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Distributor. If returned product is not received by the Company, it is the responsibility of the Distributor to trace the shipment.
d) If a Distributor is returning merchandise to MAXGABA INTERNATIONAL that was returned to him or her by a personal Retail Customer, the product must be received by MAXGABA INTERNATIONAL within ten (10) days from the date on which the Retail Customer returned the merchandise to the Distributor, and must be accompanied by the sales receipt the Distributor gave to the Retail Customer at the time of the sale.

No refund or replacement of product will be made if the conditions of these rules are not met.

Section 7 – Dispute Resolution and Disciplinary Proceedings
7.1 Disciplinary Sanctions

Violation of the Agreement, these Policies and Procedures, or any illegal, fraudulent, deceptive or unethical business conduct by a Distributor may result, at MAXGABA INTERNATIONAL’s discretion, in one or more of the following corrective measures:
a) Issuance of a written warning or admonition;
b) Requiring the Distributor to take immediate corrective measures;
c) Imposition of a fine, which may be withheld from bonus;
d) Loss of rights to one or more bonus;
e) MAXGABA INTERNATIONAL may withhold from a Distributor all or part of the Distributor’s bonuses during the period that MAXGABA INTERNATIONAL is investigating any conduct allegedly violative of the Agreement. If a Distributor’s business is cancelled for disciplinary reasons, the Distributor will not be entitled to recover any bonuses withheld during the investigation period;
f) Suspension of the individual’s Distributor Agreement for one or more pay periods;
g) Involuntary termination of the offender’s Distributor Agreement;
h) Any other measure expressly allowed within any provision of the Agreement or which MAXGABA INTERNATIONAL deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Distributor’s policy violation or contractual breach;
i) In situations deemed appropriate by MAXGABA INTERNATIONAL, the Company may institute legal proceedings for monetary and/or equitable relief.

7.2 Grievances and Complaints

When a Distributor has a grievance or complaint with another Distributor regarding any practice or conduct in relationship to their respective MAXGABA INTERNATIONAL businesses, the complaining Distributor should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party’s up line sponsor. If the matter cannot be resolved, it must be reported in writing to the Company. The Company will review the facts and attempt to resolve it.

7.3 Ratification Procedures

Any violation of the Rules and Regulations is a serious issue. It is likely to cause a negative impact on not only the business of the independent Distributors involved but also of others. At the same time, it may cast a dishonorable image and negative impression of the Company on the general public, media, relevant authorities, business partners, officers, shareholders, Board of Directors and agents.
The Company provides guidance and advice in rectifying any violation and, when the severity of the situation warrants it, shall take appropriate action against the Distributors involved. In the event of any violation, the following procedures shall be observed:
a) Upon any violation of the Rules & Regulations, a complaint has to be lodged immediately with the Company. The complainant may have to fill up the Complaint Form, giving details pertaining to the nature of the alleged violation. The complainant must also inform his or her upline about the complaint lodged against the Distributor concerned.
b) Upon receiving the complaint, the Company shall notify the Distributor concerned, demanding a swift response and giving him/ her a chance to explain himself/ herself on the alleged violation.
c) In the event the Company finds that the information provided by both the complainant and the Distributor concerned is inadequate, the Company reserves the right to request for more details from either party.
d) Upon securing all details pertaining to the alleged violation as claimed by the complainant, the Company shall talk to the Distributor concerned, ensuring that the violation is not repeated. If necessary, the complaint lodged shall also be submitted for further discussion by the committee.
e) If, by acting on the principle of impartiality, the Company is convinced that the only way to rectify the established violation is to suspend or terminate the Distributorship of the Distributor concerned, it shall write a letter informing the Distributor concerned about its decision. The letter shall be posted through a registered mail to the last known address of the Distributor as listed in the Company’s database and the postmark shall be taken as the proof of receipt. In the event of suspension, the letter shall state a brief description of the complaint lodged against the suspended Distributor, apart from spelling out the necessary steps of rectifying his or her behavior as well as the deadline for their compliance.
f) Failure on the suspended Distributor’s part in rectifying his/ her behavior within the deadline stipulated shall eventually lead to the termination of his/ her Distributorship.
g) The Company reserves the right to take necessary actions against the terminated Distributor, demanding any compensation for damages and legal costs incurred, if any.
h) The management of the Company reserves the right to amend or change any part of the above procedures when necessary without prior notice.
The Company shall send a registered letter to inform the Distributor about the suspension/ termination of his/ her Distributorship.

7.4 Prohibited Act

A Distributor shall not:
a) Incur any liability or debt in the name or on behalf of the Company.
b) Make or modify or alter or discharge any contract in the name of the Company.
c) Negotiate enter into contracts and/ or agreements for and on behalf of the Company.
d) Sponsor or solicit or attempt to sponsor or solicit another Company’s Distributor into any other trade, business or profession in the competition with the Company.
e) Solicit the participation of any Company’s Distributor to purchase any products other than the Company or opportunity or to participate in any other trade, business or profession in the competition with the Company.
f) Be engaged in or to be interested whether directly or indirectly or whether as Distributor, employee, director, principal, agent, servant or licensees in the sale of any products or goods other than those of the Company or its subsidiaries within the country or overseas.
g) Covenant not to influence existing Distributors, employees or agents of the Company or its subsidiaries in any manner that may be detrimental, prejudicial, adverse or which may disrupt the operations or image of the Company.

Section 8 – Ordering
8.1 Purchasing MAXGABA INTERNATIONAL Products

Each Distributor should purchase his or her products directly from MAXGABA INTERNATIONAL or his/her sponsor.

8.2 Shipping and Back Order Policy

MAXGABA INTERNATIONAL will normally ship products within 10 business days from the date on which it receives an order. MAXGABA INTERNATIONAL will expeditiously ship any part of an order currently in stock. If, however, an ordered item is out-of-stock, it will be placed on back order and sent when MAXGABA INTERNATIONAL receives additional inventory. MAXGABA INTERNATIONAL will notify Distributors if items are back-ordered and are not expected to ship within 30 days from the date of the order.

8.3 Confirmation of Order

A Distributor and/or recipient of an order must confirm that the product received matches the product listed on the shipping invoice, and is free of damage. Failure to notify MAXGABA INTERNATIONAL of any shipping discrepancy or damage within thirty (30) days of shipment will cancel a Distributor’s right to request a correction.

Section 9 – Inactivity and Cancellation
9.1 Effect of Cancellation

So long as a Distributor remains active and complies with the terms of the Distributor Agreement and these Policies and Procedures, MAXGABA INTERNATIONAL shall pay bonuses to such Distributor in accordance with the Business Plan. A Distributor’s bonuses constitute the entire consideration for the Distributor’s efforts in generating sales and all activities related to generate sales (including building a down line organization).

Following a Distributor’s non-renewal of his or her Distributor Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her Distributor Agreement, the former Distributor shall have no right, title, claim or interest to the marketing organization which he or she operated, or any bonus from the sales generated by the organization.

9.2 Cancellation, Resignation, Termination, Death Or Incapacity

a) A Distributor’s violation of any of the terms of the Agreement, including any amendments that may be made by MAXGABA INTERNATIONAL in its sole discretion, may result in any of the sanctions listed in 7.1, including the involuntary cancellation of his or her Distributor Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, to the Distributor’s last known address (or fax number), or to his/her attorney, or when the Distributor receives actual notice of cancellation, whichever occurs first.
b) A participant in this network business plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing or e-mail to the Company. The notice must include the Distributor I.D. and Distributor Name.
c) Distributors who active within their Distributorship period, their Distributorship will be maintained for subsequent 12 months. Otherwise, their Distributorship will be terminated automatically at the end of 12th month.
d) Any Distributor may opt to terminate his/ her Distributorship upon written notice to the Company.
e) Only after the expiry of his/ her Distributorship, will a Distributor whose Distributorship has been terminated automatically be allowed to re-apply to be a Distributor after 12 months.
f) Upon termination, the terminated Distributor is not permitted, either directly or indirectly, to participate in the building or development of any of the Company’s Distributorship. He/ she shall cease to identify himself/ herself as the Company’s Distributor and shall covenant not to influence existing Distributors, employees or agents of the Company or its subsidiaries in any manner that may be detrimental, prejudicial, and adverse or which may disrupt the operations or image of the Company.
g) Any Distributor whose Distributorship has been terminated shall no longer be entitled to the benefits and status of his/ her Distributorship. His/ her downline organization shall be transferred to his/ her direct sponsor. The terminated Distributor shall have no further claims whatsoever against the Company. A Distributor who has been terminated can re-apply for a new Distributorship after his/ her termination subject to the Company’s approval.
h) Any person reapplying to become the Distributor of the Company shall not lay claim to any of his/ her bonuses/ incentives, rank or position, which he/ she enjoyed or held prior to his/ her termination or resignation.
i) Upon the demise or incapacity or health problems of a Distributor, this agreement shall be transferred to the Distributor’s beneficiary as stated in the Nomination Notice and/ or such other document as may be prescribed by the Company and in accordance with the relevant laws of the country concerned. However, where there is a joint Distributorship (e.g. spouses) upon the death of one of them, all the right, title, interest and benefit under their joint Distributorship shall best in the surviving party.
j) The Company reserves the right to claim damages from the terminated Distributor if he/ she is in breach of the herein stated Rules and Regulations or have participated in any other actions that may cause loses in terms of financial or otherwise, to the Company.

9.3 Active Distributorship

In order to remain as active MAXGABA INTERNATIONAL Distributorship, MAXGABA INTERNATIONAL Distributor is require to purchase within twelve (12) months period.