1. Application for DOI Distributorship

1.1. Becoming a Distributor of DOI, a prospective Distributor must approved by DOI by completing and duly submitting a Distributor Application Form to signify his/her intent and agreement to abide by DOI Rules of Conduct and Code of Ethics.

1.2. Any valid registered company under the Suruhanjaya Syarikat Malaysia (SSM) and/or any individual of legal age (18 years and above) as citizen of Malaysia (other than an undischarged bankrupt) are eligible to apply to be a DOI Distributor. Any rights or obligations hereunder are personal to a Distributor and may not be assigned, transferred, pledged or sold by a Distributor. DOI may however assign, transfer, pledge or sell the rights or obligations hereunder to any other person as it deemed appropriate.

1.3. Any registered company and/or any individual and/or any married couple intent to apply to be a DOI distributor must be officially introduced by an Active Authorized Distributor (Distributor) of DOI,

1.4. All columns provided in the Application Form must be completed, applicants is responsible to provide a complete and accurate information to DOI,

1.5. DOI reserves the absolute rights in accepting or declining any application for distributorship without providing any reason; in either circumstance, DOI’s decision is deemed final.

1.6. Application process can be completed by way of electronic via DOI’s Distributor log in page and/or completing an official Application Form at the Headquarter of DOI and/or provided by a Distributor,

1.7. It is mandatory for all Distributor of DOI to enclosed and maintain an annual Non-refundable Website Service Charge (NWSC) of MYR36.00 (subject to change without prior notice), failing which termination clause shall deemed being activated. New applicants are to enclose the NWSC with his/her Application Form.

1.8. All DOI Distributor is required to agree, accept and abide by terms and conditions stated in this agreement.

2. Termination

2.1. DOI may suspend and/or terminate the distributorship of any DOI Distributor without prior notice and with immediate effect, for any non-compliance, breach and/or violation of any of the Rules of Conduct and/or Code of Ethics or for any conduct and reason deemed in violation befitting a DOI Distributor, the Distributor shall not be entitled to any bonuses and/or other incentives as decided by DOI in its sole discretion. In acting of the above, DOI shall not be liable for any action, measures and amount whatsoever as a result of suspension or termination of the distributorship of Distributor in accordance with but not limited to the following:

2.1.1. Failing and/or refusal to settle NWSC in full to DOI,

2.1.2. A Distributor is found to have provide inaccurate/incorrect/incomplete information and/or particular in the Application Form and/or documents requiring full disclosure,

2.1.3. If a Distributor is found to be committing an act/acts orally or in action that is damaging and/or making light of DOI’s brands, products, the good name and reputation of DOI’s directors, management, staffs and distributors,

2.1.4. If a Distributor is found to have violate the interest and assets of DOI and/or DOI Distributors Network,

2.1.5. If a Distributor is found to have violate the best interest of DOI and its Distributors Network,

2.1.6. If a Distributor shall be convicted of any criminal offence or is found to have committed any criminal offences and being charged and/or sentenced to a term of imprisonment exceeding three (3) months or a fine exceeding RM500.00 or both under any court of law within the jurisdiction of Malaysia and/or any countries,

2.1.7. Any Distributor found to be selling and/or distributing DOI products and/or promotional items out of Malaysia without prior written consent from the management of DOI,

2.1.8. Any Distributor found to be importing DOI products and/or promotional items from offices, associates and/or affiliate located in countries other than Malaysia,

2.1.9. Any Distributor found to be offering any form of free gifts and/or discounts amounting to more than 5% of the sales order to their customers,

2.1.10. Any Distributor found to be encouraging another Distributor from making purchases from him/her with offering free gifts and/or discounts,

2.1.11. Distributor is not allowed to supply and/or provide any DOI merchandise and/or sales kit to any non-distributor who may with the intention to resell, distribute and/or act as and Distributor,

2.1.12. Any Distributor found to be engaging/dealings/handling/participating/trading in any businesses or dealings similar to those of DOI without obtaining prior written consent from DOI,

2.1.13. Any Distributor found to be making unsubstantiated claims on DOI products and its effect to any individuals or groups,

2.1.14. A Distributor found to be distributing, selling or promoting non-DOI products imitating as and/or appear-to-be and/or falsely claiming to be DOI products.

2.1.15. A Distributor found to be implicating DOI into any form of legal litigation, claims and/or persecution,

2.1.16. A Distributor is found to be implicating and causing DOI in financial loses, damages, cost and/or compensation brought upon by the misconduct and/or negligence on the part of the Distributor,

2.1.17. Any Distributor is found to be insolvent and/or bankrupt by the Jabatan Insolvensi Malaysia (JIM) and/or any similar authority of any countries,

2.1.18. If the Distributor engages and/or commit any conduct which in the opinion of DOI is prejudicial to DOI’s interest or business,

2.1.19. If in the opinion of DOI, the Distributor is not fit or deemed a proper individual to hold a DOI Distributorship,

2.2. A Distributor may at any given time voluntarily choose to terminate his/her distributorship by way of submitting a written notice to the management of DOI; the termination shall be deemed effective upon receipt of Termination Letter from DOI.

2.3. The Distributorship shall be deemed terminated upon the Distributor receiving the termination notice from DOI by post and/or electronically whereby the following mechanism and procedure shall automatically activated and/or in effect:

2.3.1. All rights, benefits, incentives, bonuses and privileges arising from the Distributorship shall be deemed null and void; revoked, withdraw and cease to be in effect;

2.3.2. The Distributor shall duly settle all outstanding sum owing and due to DOI within fourteen (14)days upon termination; failing which appropriate action shall be taken in recovering the outstanding sum;

2.3.3. Returning all materials and properties with the trademark and trade name of DOI to DOI;

2.3.4. The Distributor shall forthwith surrender his rights to the management and shall cease to conduct, sell or distribute or otherwise deal with DOI’s products in any manner and on any account whatsoever.

2.3.5. Any or All unfulfilled orders for the Products to the Distributor shall automatically be deemed to be cancelled;

2.3.6. The downlines and its bonuses of the terminated Distributorship shall be reassigned and/or designation and/or decide as the Company deems fit.

2.4. With the activation of termination procedure and mechanism, the terminated distributor shall deemed to exercise the following discipline:

2.4.1. Cease to use all trademark, trade name, copyrighted materials, supplementary materials and documents, intellectual property rights and all matters deemed to be the assets and properties of DOI;

2.4.2. Cease to market and products under the name of DOI;

2.4.3. Indemnify DOI against any losses, damages, cost or expenses incurred by the Distributor in relation to or arising out of the termination of his/her Distributorship for any reason whatsoever or howsoever arising.

3. Independent Business Owners (IBO)

3.1. A Distributor shall not and/or attempt and/or appear to make others believing and/or perceive that he/she is under any employment, agency, joint venture or in a partnership relation with DOI; AND shall in all occasion and circumstances made known to all engagement and dealings with customers and/or any individual or groups.

3.2. A Distributor shall not make any warranty and/or representation in any manner whether oral or written in the name of DOI and shall not in any manner pledge the credit of DOI;

3.3. A Distributor is not authorized to engage into any legal binding agreement or in a contractual relationship on behalf of DOI and/or binding DOI to any obligation and/or liability against DOI in any manner or form.

4. esponsibility of DOI Distributor and Distributorship

4.1. All Distributors is strictly required to abide by the Rules of Conduct of DOI Distributor, Code of Ethics, Regulations, Systems, Policies, Procedures, practices applying to the operation of their Distributorship and Notices stipulated by DOI from time to time as the Company deemed fit and appropriate and shall not engage in any activities that negatively affects the interests, image and reputation of DOI;

4.2. Distributors acknowledge the Distributor’s rights granted by DOI are non-exclusive and shall abide by all decision and rules of DOI at all times;

4.3. The DOI Distributor is restricted to sell and/or distribute DOI products and promotional items in Malaysia only; any changes to the above is subjected to the discretion of the Company;

4.4. The DOI Distributor is empowered to recruit Distributor within Malaysia only; any changes and/or application are subjected to the approval and at the absolute discretion of the Company;

4.5. DOI Malaysia Distributor is prohibited from exporting DOI products to other countries in which DOI has or has yet to begin operation and/or with offices and/or representatives;

4.6. DOI Malaysia Distributor is also prohibited from importing DOI products or peripheral from DOI offices or operation center located overseas; DOI Malaysia Distributor is only allowed to purchase their products from DOI headquarters, stockiest and/or assigned entities;

4.7. DOI Distributor must adhere to refrain from offering any form of free gifts and/or discounts amounting to above 5% of total sale value to customers;

4.8. A Distributor prohibited to lure, encourage and/or demand another DOI distributor from making purchases or commitment to purchase from him/her notwithstanding providence of offering of free gifts and/or monetary discounts;

4.9. On his/her own accord and initiatives, the Distributor is to issue a receipt completed with records of sales transacted to his/her customer;

4.10. The Distributor is prohibited from supplying any DOI products to Non-DOI-Distributor who may with the intention to distribute, sell and/or resell DOI products within Malaysia and/or anywhere else;

4.11. DOI’s Distributor is encouraged to recommend, suggest and highlight business and expansion opportunities for the Company and his/her Distributorship; the Company shall endeavor to assist all Distributors in the above;

4.12. The Distributor must not in any way exaggerate, misrepresent the quality or performance and/or making unsubstantiated claims of DOI products, and must not make any claims or presentation other than those set out on product labels, packaging, official materials and catalog issued by DOI and shall indemnify DOI in respect of any claims, costs or damage arising from such misrepresentation;

4.13. The Distributor is strictly prohibited from distributing, selling, handling, administering, advising and/or promoting NON-DOI products appear-to-be and/or imitating and/or falsely claimed to be of DOI products and/or with similar properties and/or attributes. The Distributor is deemed responsible to upheld the good name and business practice of DOI;

4.14. The Distributor owe a duty to protect DOI from any legal actions, litigation, persecution, claims and/or lawsuits and indemnify DOI against any form of losses and/or damages; be it financially, good will, as a result of the above act of distortion and/or misconduct from the Distributor;

4.15. The Distributor is required to immediately inform and alert DOI of any feedback, complaints, comments and suggestion by customers; which may/may not be deemed serious in nature by the Distributor;

4.16. In an event if a customer expressively notify the Distributor of his/her dissatisfaction of products purchased; the Distributor has the obligation to handle the situation with respect and courteous; make an effort to understand the complainant’s dissatisfaction and demand. Should it be appropriate and justifiable, the Distributor should offer the customer a full refund, a replacement equivalent to the value of another DOI product;

4.17. The Distributor is strictly prohibited from marketing, selling, handling, promoting and trading of products and services bearing similar nature, effect and identical and/or similar targeted group of customer that of DOI and/or directly and/or indirectly involve and participate in business that is directly and/or indirectly in conflict and similar in nature of DOI; the Distributor is prohibited from introducing and attempting to and/or in committing to lure other DOI Distributor to participate and involve in above mentioned activities; disciplinary action and claims by way of legal avenue may be initiated for losses and damages incurred and the breach of conduct by the Distributor onto DOI;

4.18. The Distributor is not authorized to use DOI’s trade name, logo, slogans, trademarks, tag line, design and/or any other properties deemed to be the intellectual property rights without DOI’s prior written consent;

4.19. The Distributor shall not produce, reproduce and/or procure any items be it products, packaging, leaflets, catalogues, designs, statements and wording imprinted with DOI’s intellectual properties rights from any source other than from DOI and/or authorized agent of DOI;

4.20. The Distributor agrees to keep proper business records showing sales verification and keep them available for review by DOI if and when requested;

4.21. The Distributor agrees to give the Company immediate notice of any change to personal details as they appear on the Distributor Application form or other documents.

4.22. While presenting the DOI incentive plan and/or business plan, the Distributor shall:

4.22.1. Clearly and specifically explain and elaborate the plan as specified in accordance to the guidelines of DOI;

4.22.2. Introduce the said plan without any distortion, exaggeration and omission;

4.22.3. Not mislead the prospect into believing or perceiving that he/she will be rewarded by mere introducing and/or assisting DOI to recruit New Distributors;

4.22.4. Never claim or imply that DOI Distributors require very little or negligible amount of time and effort to succeed under the incentive plan and business plan of DOI;

4.22.5. Always act in good faith in the course of conducting and executing the business plan and the sale of DOI merchandises;

4.23. The Distributor agrees to undertake training and/or educational program personally or program organized by the Company necessary to enable him/her to conduct his/her business lawfully, ethically, effectively and in compliance with these Policies and Procedures and shall encourage his/her down lines to do the same;

4.24. A Distributor is prohibited from placing advertisements in newspapers, magazines, other publications or any form of media; printed or electronic, promoting himself/herself or the Company's products without the prior written consent of the Company. A Distributor is also prohibited from bringing to the attention of the media any disputes between the Distributor and another Distributor or between the Distributor and the Company. The Distributor agrees that this prohibition will also apply even after the Distributor leaves the Company. A breach of this provision is viewed very seriously and the Company reserves the right to immediately terminate the Distributor and commence legal action for damages against the Distributor;

4.25. A legally married husband and wife shall apply collectively as single Distributor/ Distributorship. If both husband and wife are separate Distributors and/or hold separate Distributorships prior to their matrimony, they can decide which distributorship to retain, or operate both distributorships concurrently, each of which will be maintained in its original line of sponsorship, provided that their individual distributorship has not lapsed or been terminated. The restriction of obtaining separate distributorship by married couples as set out above shall not apply to the lawful second, third or fourth wives of the Distributor, in which the Company reserves the absolute rights to determine the Distributorship and its arrangement as the Company deemed appropriate; the Distributors hereby agree to surrender the decision to the Company;

4.26. The duration of DOI distributorship is for a period of 12 months. The Distributor/ Distributorship may be renewed annually for a period of 12 months. Distributorship will be automatically renewed provided the distributor maintains a minimum personal purchase equivalent to 100 Bonus Value for the calendar year. The Company is entitled in its absolute discretion to refuse to renew any such renewal. In the event of non-renewal, the distributorship is deemed to be automatically terminated at the expiry of the term of distributorship. The Distributor shall not then deal/handle with the Company’s products in any manner whatsoever. Clause 2 Termination will come to effect;

4.27. A person is not entitled to hold more than one (1) distributorship in the Company at any one time nor have/or own any financial or beneficial interest (directly or indirectly) in the distributorship of another in the Company;

4.28. The Company strictly prohibits the participation by its distributors in any pyramid scheme or having the appearance of a pyramid scheme. The Company's management reserves the absolute right to terminate any Distributor found to do so;

4.29. Distributor shall be deemed to have knowledge of all the Terms and Conditions appearing in all the Company documents for the time being in force and it shall be incumbent upon the Distributor to check the latest Terms and Conditions as set out in the official and definitive copy as kept at the Company's Head Office and/or display at the Company’s Head Office or Company’s official Homepage. It is also the responsibility of the Distributor to update his downlines the same. New Terms and Conditions and Forms will replace the old from time to time as the Company deemed appropriate.

5. Rules of Introduction and Engagements

5.1. A Distributor will benefit from earning bonus value for every purchase of DOI product, such bonus value attached to each product shall be determined by DOI at DOI sole discretion (“Bonus Value”). A Distributor has the rights to be an introducer of another individual or groups to join DOI as an Distributor provided that the Distributor is qualified to act as such (i.e. The Distributor has made an initial personal purchase of minimum 50 Bonus Value in a single receipt.)

5.2. The responsibilities of an Introducer include (including clause 5 and not limited to the following) :

5.2.1. ensuring that Distributors in his /her network are regularly trained and made to understand thoroughly the Rules and Regulations set forth by DOI;

5.2.2. helping and guiding Distributors in expanding their DOI business;

5.2.3. instructing and explaining to Distributors the Procedures and Policies of DOI.

5.3. Under any conditions, a DOI Distributor is strictly prohibited from directly or indirectly luring or induces another DOI Distributor into leaving his/her original Introducer or transferring to another Introducer;

5.4. Transfer of Distributorship – subject to obtaining prior consent from DOI, Distributor who wishes to change his/her Introducer may make an application through DOI. However, no transfer of the entire Distributor’s network is allowed;

5.5. Application procedure – A Distributor may apply to revoke/terminate/cancel his/her Distributorship. After a 3-month period from the date of acceptance letter issued from DOI, he/she may apply for a new Distributorship under another Introducer. If his/her network organizations wish to follow him/her to the new Distributorship, they may only allow to make application after six (6) months from the date of termination of their original Distributorship. However, DOI reserves the rights to accept or reject an immediate transfer if the Introducer is found to have failed to carry out responsibilities stipulated in clause 5 above or treated him/her in an unfair manner;

5.6. A Distributor may be transferred immediately if he/she obtains the written consent from all his/her Introducers up to the first qualified Distributor. If his/her members wish to follow him/her to transfer the entire organization to the new Distributorship, they are to obtain written consent from all the Distributors in their organizations as well as agreement from all Introducer until and up to the first qualified Distributor.

5.7. Any Distributor who is found to have violated the rules, regulations and conditions stipulated herein, DOI reserves the rights to transfer all the network built, including of sales volume under his/her second Distributorship to the Introducer of the first Distributorship or whichever deem appropriate by the DOI.

5.8. If a Distributor is found to have contravened or in breach any of the Rules of Conduct or Code of Ethics, DOI reserves the rights to terminate his/her Distributorship with immediate effect. DOI will thereby obtain all rights to continue managing the Distributorship and receive the entire bonus/incentive or benefits generated from the Distributorship.

6. In the event of Death or Permanent Disablement of

6.1. In the event of death or permanent disablement of a Distributor, the following settlements shall come into effect:

6.1.1. The legal beneficiary of the Distributor shall inherit all the rights of the Distributorship from the deceased or permanently disabled Distributor.

6.1.2. In the event of a Distributorship operating under a partnership, with the death or permanent disablement of one partner, and that the other partner is not a legal beneficiary, both the legal beneficiary and the other partner will continue to operate the Distributorship as partners and equally share the benefits of the Distributorship.

6.1.3. In the event that a legal beneficiary had not being appointed/designated by the estate administrator, DOI reserves the right in appointing a candidate to manage the Distributorship, DOI reserves the right in allowing the appointed candidate to receive or enjoy all or part of the bonus/incentive from the said Distributorship, as specified by DOI until such time when a legal beneficiary is established.

6.1.4. DOI reserves the absolute discretion to determine whether a Distributor is categorized under the definition of permanent disablement.

7. Duties and Responsibilities of a Sponsor

7.1. Before sponsoring, the Distributor agrees to undertake such training necessary as instructed and arranged by the Company to enable him/her to sponsor and to provide proper support to the Distributor he/she sponsors;

7.2. A Distributor sponsoring a downline shall be responsible in implementing and ensuring that all terms and conditions, rules and guidelines of the Company are fully complied by their downlines;

7.3. The sponsor hereby agrees to undertake care, training, coaching, leading and to keep and update the Distributor informed of all procedures, rules, regulations and code;

7.4. The Sponsor agrees to participate and support their downlines in achieving excellence and their performance of their duty as deemed necessary for their benefits;

7.5. The Sponsor agrees to provide active training, counseling, sales support to his/her downlines;

7.6. The sponsor agrees to maintain active communication and supervision over the Distributor’s network;

7.7. Distributor must maintain an independent and professional relationship with his/her downline at all material times;

7.8. The Sponsor must immediately assist the new recruit /Distributor to complete the Distributorship Application and Agreement form so as to avoid conflicts of claims by any other the Distributors over the same prospect;

7.9. If more than one application by the same Distributor is made, the first application is deemed official;

7.10. Change of sponsor is strictly prohibited; nevertheless, Distributor who wishes to change his/her sponsor may seek approval in writing with the Company;

7.11. Any proprietor, partner, shareholder or Director may individually becoming a Distributor of the Company three (3) months after the firm, partnership or company has been terminated as a Distributor with the Company;

7.12. Similarly any firm, partnership or company may only become a Distributor of the Company three (3) months after its proprietor, partner, shareholder or any one of its director has been terminated as a Distributor with the Company;

7.13. Double sponsoring of the same individual or entity by two existing Distributors is strictly prohibited. Notice of Complaint must be brought to the Company within six (6) months from the date of the second distributorship; failing which, appropriate action shall be taken onto all parties involved;

7.14. The Distributor may not use unfair, deceptive or misleading recruiting practices. Any sales and sales approach or earning representations must be based upon documented facts printed in sales materials published by the Company;

7.15. No Distributor shall represent that there is an obligation to purchase products or that the benefits may be derived solely from the purchase of products. Bonuses will only be realized through a Distributor's own retail sales of those whom the Distributor has sponsored;

7.16. No Distributor shall practice "forced", "high pressure" or "fraud" selling tactics, including offering lucky draws, the promise of free gifts or discounts as an inducement to recruit other Distributors into their network;

7.17. The breach of any one or more of the above clauses is a serious violation of this Agreement; the Distributor violated the above may be subjected to any action as the Company in its sole discretion deems fit or may result in the termination of this Agreement.

8. Responsibilities and Qualifications:- for Gold and high ranking Distributor

8.1. Organize regular meetings to train and motivate his/her network distributor at his/her own costs and expenses.;

8.2. DOI may from time to time reward high performing Gold and high ranking Distributor in their effort in promoting the Company and its product and may under such circumstances provide monetary and/or other form of support that the Company deems fit and appropriate;

8.3. Care, assist and help the network distributor at all times.

8.4. To Guide and keep his/her network Distributor informed to follow and implement all policies and procedures set by DOI.

9. DOI Intellectual Property Rights

9.1. Distributor are personally responsible to learn and comply with all national, state, municipal and local laws pertaining to intellectual property rights including but not limited to National Intellectual Property Policy (NIPP), the Trade Marks Act 1976, Patent Act 1982, Copyright Act 1987 and Industrial Design Act 1996;

9.2. All DOI Distributor is required to agree, accept and abide by terms and conditions stated in this Agreement;

9.3. It is agree and acknowledge by the Distributor that all rights, titles and interests in and arising from the use of the product, promotion materials, packaging, training materials or Distributorship including but not limited to patent rights, trademarks, copyrights, design or any other rights including proprietary rights (intangible or otherwise) therein whether or not similar to any of the foregoing or resulting from any product or services carried out by the DOI under or pursuant to this Agreement (hereinafter called “ Intellectual Property Rights”) shall always at all time belong and remain the exclusive property of DOI;

9.4. A Distributor may not use the trade names or any trademarks of the Company (except for the purposes of product identification) without the prior written approval from the Company;

9.5. Distributor agrees that the Company trade names and trademarks are the property of the Company and Distributoragrees not to infringe them in any way;

9.6. When promoting the business opportunity or products, the Distributor agrees to use only literature or other aids sold through DOI or Sales Aids approved by the Company;

9.7. Company’s literature is protected by copyright and may not be reproduced without written approval;

9.8. The Distributor may not advertise the products nor the business opportunity unless he/she has first obtained the Company’s written approval;

9.9. The Distributor may not repackage, change the packaging or labels or in any other way alter the products supplied by the Company before their resale to customers;

9.10. The Distributor may not for any reason, directly or indirectly, import any product or Sales Aids into any unauthorized country or territory. If a Distributor wishes to sell products outside the Distributor’s country of primary residence the Distributor should first seek written approval from the Company;

9.11. The Distributor may not use business cards or other Personalized Sales Aids containing Company trade names or logos unless produced by the Company or expressively approved by the Company;

9.12. The Distributor must only use Company produced Distributor web sites, corporate sites and web tools when promoting the Company’s products and services over the Internet;

9.13. The Distributor may not use the Internet to promote the Company, including its products and services, in any other manner. In case of a violation, the Company may require the Distributor concerned to immediately remove the web site and/or any other actions that is in violation of DOI policies and may also take other disciplinary actions against the Distributor;

9.14. No Distributors is allowed to produce or reproduce any DOI items with the brand name of DOI or its trademark and trade name, or imitating its Intellectual Property Rights. Besides that, Distributor is prohibited from selling any products imitated with DOI trademark or trade name or infringes the DOI Intellectual Property Rights, which are not distributed by DOI.

9.15. No Distributor is allowed to display DOI trademark, trade name and copyrighted materials or logo on cars or business premises except those supplied or provided by DOI.

9.16. No Distributor is allowed to promote DOI products and business through advertisement, distributing of brochures, circulars or any other promotion methods in the course of developing his/her business without securing prior written consent from DOI.

9.17. A Distributor may be allowed to make a non exclusive license to the use of DOI trade mark if and when the Distributor comply with the terms and conditions set forth by DOI, and abide by the rules as stated below :

(a) state clearly and explicitly that DOI holds the copyright of the trademark and all Intellectual Property Rights;

(b) not to claim or imply that the Distributor has the right to use DOI trademark/copy right/ Intellectual Property Rights or claim that any DOI Distributor may use the trademark/copy rights/Intellectual Property Rights;

(c) Strictly comply with all the rules & regulations of using DOI trademark/copyright/ Intellectual Property Rights imposed by DOI and from time to time add on/amend the rules and regulations concerned.

9.18. A Distributor is not allowed to possess or infringe or misuse all DOI trade name, trademark, logo or copyrighted materials and/or all other DOI Intellectual Property Rights.

9.19. All DOI printed materials; video or audio productions provided by DOI shall remain the property of DOI at all material times. All parties including the Distributor is not allowed to duplicate or re-produce and/or to store and/or in possession of such materials electronically or physically without the written consent from DOI.

9.20. A Distributor may design his/her personal supplementary materials for the purpose of educating and motivating his/her personal network distributor, provided that:

9.20.1. An exact sample of the supplementary materials must be submitted to DOI. These materials are allowed to be sold or distributed upon obtaining written consent from DOI.

9.20.2. The Distributor has to comply with any terms and conditions stated herein, and the Distributor shall indicate the production date and the date of written consent obtained from DOI on their supplementary materials.

9.20.3. A Distributor is allowed to record down during meetings, training sessions and events organized by DOI provided the Distributor shall first obtain written consent from the DOI. Such video records are only allowed to be used as personal reference and are prohibited from being reproduced and/or resold and/or distributed.

9.20.4. If any of the supplementary materials produced by a Distributor is found to have in breach or infringe any terms stated herein or have caused damage to DOI’s business and/or reputation, DOI reserves the right to demand compensation from the Distributor by issuing letter of demand and/or commence legal action against such Distributor, damages and all costs and expenses incurred arising thereof shall be borne by the Distributor.

A Distributor is prohibited from exporting DOI products to any countries in which DOI has established its operation or being represented in such countries, neither can a Distributor import DOI products or sales aid materials from offices/representatives of DOI from any such other countries.

10. Business Contract and Product Price Variations

10.1 The Company reserves the right to change, amend, alter and/or vary Distributor and retail prices of DOI products and services;

10.2. The Company reserves the absolute rights to change, amend and update all terms and conditions stated in the Distributor’s Application Form, Agreement, Business Manual, Business Plan, Distribution and Sponsor Agreement for Distributorship and rules and regulations as deemed fit by the Company at any date and time deemed necessary without prior consent or notice to the Distributor;

10.3. Any variations and changes will be published in the Company’s official publications or website, and/or notices displayed on the notice board of the head office; the Distributor agrees that this will be deemed to serve as notice of change to the Distributor;

10.4. The distributor shall be bound by any such future changes, amendments, variations or additions;

10.5. By continuing to act as a Distributor after the said modifications, the Distributor’s acts shall be deemed to constitute acceptance of any such amendment to the agreement;

10.6. The Company may vary the price and Products either by making such changes in design, production or packaging of the Products as the Company thinks fit or by the withdrawal of Products which the Company proposes to withdraw from its product range or by the addition to the Products.

11. Product Claims and Testimonial

11.1. Distributor may only allow making claims on product introduce and for sale and/or representations as per the guidance and instruction set forth by the Company.

11.2. Product claims must be limited to claims that the products are safe to use and for the general well being and appearance of the person.

11.3. No claims can be made as to medicinal values of the product.

11.4. Distributor may direct customers to refer to the Company’s official webpage and publication for further details,

11.5. Distributor shall obtain written approval from the Company prior to making any form of claims and testimony from the used of Company products derived from own observation and experiences;

11.6. Distributor shall actively invites customers and/or any individuals with positive response and feedback to complete the Company’s Testimonial Form and duly submitted to the Company for verification and approval prior to making any form of public announcement;

11.7. The Company shall not be responsible or held liable for actions and words of any Distributor that contravenes Company’s rules, regulations, procedures and codes of conduct;

12. Product Stockpiling & Anti-Dumping Rules

12.1. The Company Business Plan is based on sales of product to consumers and for the personal use of Distributors; stockpiling orders or purchasing in large / unreasonable quantities for inventory solely for the purpose of qualifying for the bonuses or rank advancements in the Business Plan are strictly prohibited by the Company.

12.2. A Distributor must have successfully sold 80% of his existing stock before allowing reordering of new stock to prevent stockpiling.

12.3. Dumping or sale of products at below recommended retail price is strictly prohibited; the Company reserves the absolute right to take appropriate action onto all parties involved.

13. Return of saleable products by Distributors

13.1. Unsold but saleable products (i.e. products in its original form, unused, clean, good condition, non-expired and still available in the current product line up) may be returned by a Distributor in replacement or in exchange for other products.

13.2. Any Act of product return shall only be allowed for products purchased not more than 6 months from the date of return. It is to note that exchange of product will be processed after deducting:

13.2.1. A handling charge of ten percent (10%);

13.2.2. Distributor bonus (if any) paid to the Distributor;

13.2.3. Stock rebate paid to the stockiest;

14. Bonuses

14.1. No incentives will be processed or calculated for Distributor Cash Bill/Sales Invoice that do not bear the Distributor code or Distributor Application Form number for new Distributors or unidentified Distributors on computation of bonus.

14.2. All Distributors must keep a copy of the Distributor Cash Bill/Sales Invoice for record or for claim in the case of dispute or discrepancy.

14.3. Any dispute or discrepancy in the computation of bonuses or incentives or claim of non-receipt must be brought to the attention of the Company in writing within fourteen (14) days after the official date of issuance of bonuses and/or statement date; supported by the Distributor Cash Bill/Sales Invoice.

14.4. Any dispute or discrepancy brought to the attention of the Company after this fourteen (14) days period will not be entertained and the Distributor will be deemed to have accepted any such dispute or discrepancy, if any.

14.5. The official date of issuance of monthly bonuses is on the mid and end of each month, by electronic banking transfer. Bonus will be withheld for Distributors without a bank account and will only be released when provided with Distributor's bank account.

14.6. A Distributor is neither guaranteed a specific income nor assured any level of profit or success. A Distributor's profit and success derive only through the successful sale of products and the sales of other Distributors within his/her downline network.

14.7. A Distributor's promotion in rank and entitlement to bonuses is as described in the Business Plan;

14.8. A Distributor may only transfer or assign his bonus at his own cost and expense. In any event, the Company reserves the right to reverse the above transfer in the Company’s sole and exclusive discretion. All such Distributors benefiting from the said earlier transfer are required to relinquish any benefits obtained by the earlier transfer;

14.9. Under any conditions or circumstances, Distributor is to seek clarification and consultation from his/her sponsor and the officer and/or management of the Company.

15. Governing Law and Jurisdiction

15.1. These ‘Rules of Conduct for DOI Distributor’, any other Agreement, Rules and Regulations, circular, notices and business practice shall be governed and construed in all respects in accordance with the laws of Malaysia.

15.2. In relation to any legal action or proceedings arising out of or in connection with this Rules of Conduct for DOI Distributor and/or documents mentioned above, the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Malaysia, and waive any objection to Proceedings in any such court on the ground of venue or on the grounds of that the Proceedings have been brought in an inconvenient forum and the service of any writ or summons or any legal process in respect of any action or proceedings may be effected on any party by forwarding a copy of the writ of summons, statement of claim or other legal process by registered post to its address as indicated herein or such manner as may be permitted under the laws subsisting in Malaysia.

16. Tax

16.1. The Distributor are personally responsible to seek and learn and to be aware of and comply with all national, state, municipal and local laws;

16.2. The Distributor shall be solely responsible to meet and abide by all laws and acts pertaining to taxation imposed by the government and its agency; any income tax and any other taxes arising from the sale of DOI merchandise; DOI shall not be implicated and/or responsible for any act and/or delay or omission of the Distributor to meet such requirement.

17. Indemnity

17.1. The Distributor shall indemnify and keep DOI fully indemnified against any and all claims (and any professional costs arising thereto, legal or otherwise) at all times that may be brought upon by any party against DOI or any and all losses or damages howsoever arising that may be suffered by DOI as a result of the Distributor’s words, actions and/or any breach of any terms and conditions under this Agreement and/or any part arising from the Distributorship.

17.2. The Distributor shall indemnify and keep DOI and its officers or agents fully indemnified against any third part for any consequential, incidental, special or punitive damages, or claim for loss of profits. Any such claim by the third party will be indemnified by the Distributor to the company or the third party;

17.3. The Distributor shall indemnify and keep the Company fully indemnified from and against any and all loss, damage or liability (whether criminal or civil) suffered and legal fees, cost and disbursement incurred by the Company resulting from a breach of this Agreement by the Distributor including but not limited to:

17.3.1. Any act of fraud, neglect, dishonesty or default on the part of the Distributor or his agents, employees, licensees and/or customers and their beneficiary;

17.3.2. Breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the products or personal conduct of the Distributor.

17.3.3. Breaches in connection with any unauthorized Warranty issued by the Distributor and also for any alteration, removal, tampering or modification of any of the Products.

18. Not an Agency and/or Partnership Agreement in Nature

18.1. This agreement and the terms and conditions herein are an agreement between a Distributor and DOI,

18.2. This Agreement shall not constitute or imply any partnership, joint venture, employment agency, agency and/or any fiduciary relationship or other relationship not explicitly stated between the Distributor and DOI.

19. Severability

19.1. The invalidity or unenforceability of any terms or provisions of this Agreement shall not affect the validity or enforceability of the other terms or provisions herein contained which shall remain in full force and effect.

19.2. In the event of the above ever occur, the Distributor agrees to surrender and abide by decision/decisions made by the Company;

20. Validity, Successors and Assignments

20.1. This Agreement supersedes any previous agreement between the parties hereto in relation to the matters dealt with herein and represents the entire Agreement between the parties hereto.

20.2. All terms and conditions stated herein shall supersede any form of agreement agreed by and between the Distributor and DOI, in the event of dispute and/or conflict with any other terms and condition with any other agreement; the terms and conditions stated herein shall prevail.

20.3. This Agreement shall be binding upon and inure for the benefit of the Distributor’s heirs, beneficiary, personal representatives, and successors in title or permitted assigns, as the case may be of the Distributor.

21. Authorization:- Personal Data

21.1. The Company will abide by all terms and conditions stated in the Personal Data Protection Act 2010;

21.2. The Distributor hereby authorizes the Company to transfer and disclose confidential and/or personal information in connection with the Distributor and his distributorship to all the Company’s group and affiliated companies, the Company’s Distributors.

21.3. The Distributor further authorizes the Company to disclose information, even of a confidential nature relating to the Distributor and his distributorship to government agencies or regulatory bodies upon their request or if required by law. This right shall continue after termination of the distributorship. All such copyright shall belong to the Company which shall have the right to publish the same free of hindrance or obstruction from the Distributor.

22. Non-Waiver

22.1. No failure to exercise nor any delay in exercising any right on the part of DOI, nor any failure to remedy under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any rights or remedies prevent any further or other exercise thereof or the exercise of any other rights or remedies.

23. Time

23.1. Time wherever mentioned shall be the essence of this Agreement.

24. Confidential and Non-Disclosure Information

24.1. All information, in particular those that are being stamped ‘PRIVATE & CONFIDENTIAL’ and/or similar wording that are provided to Distributors is for their exclusive and limited use and are the confidential and proprietary rights of the Company;

24.2. Distributor shall not disclose the content of any information to any third party; orally and/or in written form;

24.3. Distributor may not misuse any of the Company’s property, opportunity, corporate information or trade secrets for the benefit of themselves or any third party.

24.4. Any such misuse will be viewed strictly and the Company may initiate disciplinary proceedings and/or cause the immediate termination of the Distributor’s distributorship as the Company deems fit. In addition, the Company may institute legal action against the Distributor.

24.5. Any delay or failure to pursue any action will not be construed as a waiver of the Company’s rights.

25. Force Majeure

25.1. Neither DOI or the Distributor shall be responsible for failure or performance due to events beyond its reasonable control including but shall not be limited to accidents or acts of God exceptional adverse weather conditions, floods, droughts, storms, lightning, high winds, typhoons, earthquakes tsunami, natural disasters, aircrafts or aerial objects, explosion, fire, war, hostilities, insurgencies, terrorisms, civil commotions, riots, strikes or lock-outs on a city or industrial scale, industrial disputes, industrial actions by workmen, shortage of labour, goods and materials, and acts or regulations of government and political interferences.

25.2. If any of such events happen, a party shall, upon becoming aware of the happening of such event, notify the other party of the particulars giving rise to the non-performance and both parties shall immediately consult each other and take such necessary action to remedy such event(s) to facilitate the completion of this Agreement.

25.3. If any such circumstances shall persist for a period exceeding ninety (90) days after the last necessary remedial action have been taken and Provided Always That the Distributor has made all outstanding payments due under the Distributorship to DOI, the parties hereto hereby agree that this Agreement shall be terminated and be null and void and neither party hereto shall have any claim against the other save for any antecedent breach of this Agreement.

26. Cooling-off Period and Rescission

26.1. New DOI Distributor are provided with a ‘Cooling-off Period’ with an option to rescind from the Distributor Contract;

26.2. The ‘Cooling-off Period’ is limited to Ten (10) calendar days from the day of signing and engagement as a DOI Distributor;

26.3. In the event of rescinding from the Distributor Contract, the distributor must not have initiated his obligation as a Distributor in delivering, rendering, performing and providing any form of services or sale of merchandises within the stipulated ‘Cooling-off Period’;

26.4. New DOI Distributor who has initiated purchases and transaction with DOI in the form of a written and/or electronic notification and/or decides to perform services and responsibility as a DOI Distributor shall be deemed to have waived his/her rights to rescind under clause 26;

26.5. Notwithstanding the above, Bonus Calculation/Delivery of Merchandise/Sale of Goods/Services/Rewards/Benefits and Privilege specially and limited only for DOI Distributor shall commence after the stipulated ‘Cooling-off Period’ for all New DOI Distributor unless DOI Distributor on his/her own accord notifies the company in writing of his/her decision to waive his rights as provided and stipulated in this clause 26 and/or the activation of clause 26.4.

27. Other(s)

27.1. Reference to any statute or statutory provisions includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.

27.2. Unless the context otherwise requires, reference to any clause or schedule or appendix is to a clause or schedule or appendix of or to this Agreement.

27.3. The headings in this Agreement are inserted for convenience only and shall not affect the construction hereof.

27.4. This contract is to be treated as the final agreement between the Distributor and the Company and supersedes all prior or inconsistent agreements, whether written or oral, between the parties. However, the Company reserves the right to impose additional terms and conditions specific to a Distributor or generally to all Distributors.

27.5. The Company shall be entitled at any time at its sole discretion to amend, alter, add or delete any of the Rules of Conduct and Code of conduct without giving any prior notice to the Distributors and all Distributors shall be bound by such amendments to the Rules of Conduct and Code of Conduct.