Terms and Conditions of ARC Agreement

I, the Auto-Referring Customer, and Tahitian Noni International USA, Inc. hereby agree to the following terms and conditions:

  1. Obligations and Representations. I understand that as an Auto-Referring Customer ("ARC") of Tahitian Noni International USA, Inc. ("TNI") in the Income Escalator system:
    • I must be of legal age in the state in which I reside.
    • I have the right to offer for sale TNI product(s) offered through the Income Escalator system in accordance with these Terms and Conditions.
    • I have the right to build a TNI sales organization, subject to all relevant terms and conditions.
    • I will train and motivate the ARCs in my downline marketing organization.
    • I will comply with all federal, state, and local laws, ordinances, rules, and regulations, and will make all reports and remit all withholdings or other deductions as may be required by any federal, state, or local law, ordinance, rule, or regulation.
    • I will perform my obligations as an ARC with honesty and integrity.
    • I will use only the sales agreements and order forms which are provided by TNI for the sale of goods, and I will follow all policies and procedures established by TNI for the completion and processing of such agreements and orders.
  2. Presenting TNI Products. I agree to present the TNI Income Escalator Compensation Plan and TNI products as set forth in official TNI literature.
  3. Independent Contractor Status. I agree that as a TNI ARC, I am an independent contractor and not an employee, agent, partner, legal representative, or franchisee of TNI. I am not authorized to and will not incur any debt, expense, or obligation, or open any checking account on behalf of, for, or in the name of TNI. I understand that I will control the manner and means by which I operate my TNI business, subject to my compliance with these Terms and Conditions, the Income Escalator Policies and related Compensation Plan (all of which are collectively referred to as the "ARC Agreement"). I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses. I UNDERSTAND THAT I WILL NOT BE TREATED AS AN EMPLOYEE OF TNI FOR FEDERAL OR STATE TAX PURPOSES. TNI is not responsible for withholding and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection agreements between TNI, all appropriate taxing jurisdictions, and all related rules and procedures.
  4. TNI Policies. I have carefully read and agree to comply with the Income Escalator Policies and Compensation Plan, both of which are incorporated into and made a part of this ARC Agreement by this reference. I understand that I must be in good standing and not in violation of any of the terms of this ARC Agreement in order to be eligible to receive any bonuses or commissions from TNI. I understand that these Terms and Conditions, the Income Escalator Policies (which include the Compensation Plan) may be amended at the sole discretion of TNI, and I agree that any such amendment will apply to me. Notification of amendments will be published in official TNI materials and on the TNI's official web site. The continuation of my TNI Income Escalator business or my acceptance of bonuses or commissions will constitute my acceptance of any and all amendments.
  5. Term and Termination. The term of this ARC Agreement and each subsequent renewal is one year, automatically renewing upon each anniversary date unless either party elects not to renew the ARC Agreement upon the anniversary date. TNI may terminate my account for violation of the terms of the ARC Agreement or the policies and procedures outlined in the Income Escalator Policies, including any amendments to the Policies. At its sole discretion, TNI may terminate my account for any reason upon 30 days prior written notice. If my Agreement is not renewed, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as an ARC and I will not be eligible to receive commissions, bonuses, or other remuneration from the activities of my former downline sales organization. In the event of cancellation, termination, or nonrenewal, I agree to waive all rights I have, including but not limited to property rights, to my former downline organization, and to any remuneration derived through the sales and other activities of my former downline organization.
  6. Assignment. I may not assign any rights or delegate my duties under this ARC Agreement without the prior written consent of TNI. TNI may freely assign this ARC Agreement at any time. Any attempt to transfer or assign this ARC Agreement without the express written consent of TNI renders this ARC Agreement terminable at the option of TNI and may result in termination of my business.
  7. Breach of the ARC Agreement. I understand that if I fail to comply with the terms of this ARC Agreement, TNI may, at its discretion, impose upon me disciplinary action as set forth in the Income Escalator Policies. If I am in breach, default, or violation of this ARC Agreement at termination, I will not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. If I fail to pay for products or services when payment is due, or I am indebted to TNI for any reason, I authorize TNI to withhold and retain the appropriate amounts from my bonus or commission checks or to charge my credit cards which I have placed on file with TNI.
  8. Confidentiality Obligations. As an ARC, I may receive from TNI or may otherwise come upon confidential information which is or will be proprietary to TNI, including but not limited to research, product-development plans, marketing strategies, advertising campaigns, product processes, customer lists, distributor lists, formulas, etc. ("Confidential Information"). I acknowledge that TNI may own certain formulas, products, trademarks, copyrighted materials, patents and other proprietary materials which I may see. I agree to treat as confidential all such information which is furnished by TNI or which I may otherwise come upon during my contacts with TNI. I covenant to keep confidential all Confidential Information except with the prior written consent of TNI. Notwithstanding the foregoing, such obligation of confidentiality will not apply to information that at the time of disclosure: (a) is in the public domain; (b) has come into the public domain through no fault of myself; (c) was known to me prior to its disclosure by TNI; (d) is disclosed by a third party not under an obligation of non-disclosure; or (e) is required by law or legal process to be disclosed. This confidentiality obligation will survive for as long as I am an ARC and for one year thereafter.
  9. Limitation of Liability and Indemnification. TNI, its directors, officers, shareholders, employees, assigns, agents, and affiliated entities (collectively referred as "affiliates"), will not be liable for special, indirect, incidental, consequential or exemplary damages related to the ARC Agreement. If TNI is found to be in breach of this ARC Agreement, the amount of damages I may claim will be limited to the amount of unsold inventory that I personally purchased from TNI and have remaining on hand. I release and agree to indemnify TNI and its affiliates from all liability arising from, or relating to my actions in the promotion or operation of my TNI Income Escalator business and any activities related to it (for example, but not limited to, the presentation of TNI products or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.).
  10. Entire Agreement. This ARC Agreement and the Income Escalator Policies (including Compensation Plan), in their current forms and as amended by TNI at its discretion, together constitute the entire agreement between TNI and myself. Any promises, representations, offers, or other communications not expressly set forth in this ARC Agreement are of no force or effect. To the extent of any conflict or inconsistency between this ARC Agreement and the Income Escalator Policies (in their current form or as subsequently modified), the Income Escalator Policies will govern.
  11. Waiver and Severability. Any waiver by TNI of any breach of this ARC Agreement must be in writing and signed by an authorized officer of TNI. Waiver by TNI of any breach of this ARC Agreement by me will not operate or be construed as a waiver of any subsequent breach. If any provision of this ARC Agreement is held to be invalid or unenforceable, such provision will be reformed only to the extent necessary to make it enforceable and the balance of the ARC Agreement will remain in full force and effect.
  12. Survival. Sections 7, 8, 9, 10, 11, 13, 14, 15, and 17 of this ARC Agreement will survive the termination of the ARC Agreement.
  13. Resolution of Conflicts. All issues relating to arbitration will be governed by the Federal Arbitration Act. Issues not related to arbitration will be governed by and construed in accordance with the laws of the State of Utah, without regard to principles of conflicts of laws. All disputes and claims relating to the ARC Agreement will be settled through binding arbitration in Provo, Utah, or such other location as TNI prescribes. Applicant waives all rights to a jury and/or court trial. Arbitration proceedings and discovery will be governed by the Federal Rules of Civil Procedure (except that there will be no right of appeal), and the Federal Rules of Evidence will apply. If I file a claim or counterclaim against TNI, I will do so on an individual basis and not with any other ARC or as part of a class action. The decision of the arbitrator will be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate will survive any termination or expiration of the Agreement. Notwithstanding this arbitration provision, nothing herein will prevent TNI from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary restraining order, preliminary injunction, permanent injunction, or other relief available to safeguard and protect TNI's interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
  14. Governing Law. The parties consent to exclusive jurisdiction and venue before any federal court in Salt Lake County or any state court in Utah County, State of Utah, for purposes of seeking equitable relief and/or enforcing an award by an arbitrator or any other matter not subject to arbitration. If the law of the state in which the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation, that state's law shall govern issues relating to jurisdiction and venue.
  15. Use of Name and Image. I authorize TNI to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims to remuneration for such use.
  16. Counterparts. Faxed copies of this ARC Agreement will be deemed an original. To be valid, copies submitted to TNI by fax must include the front and back of the document.
  17. Data Protection. I give consent for TNI to process the personal data contained in this application/agreement and to transfer this personal data, together with information about this ARC accounts future sales activities, to any of TNI's worldwide subsidiaries and affiliated companies, and to other ARCs who are in the same sales organization or distribution chain, for the sole purpose of administering the sales and distribution of TNI's products and providing reports to its ARCs of sales activity in their sales organization. I understand that this transfer of information may be made to countries without a level of legal protection of privacy equivalent to that provided in my home country. I understand that if I receive sales reports containing personal data of other ARCs, I agree that I will not use such data except in the administration and development of my sales organization, and that upon termination of this Agreement, I will immediately delete all such personal data from my files, except as otherwise required by law. The parties agree that this obligation survives the termination of this Agreement.

FORM 2008-A
NOTICE OF RIGHT TO CANCEL

You may CANCEL this transaction, without any penalty or obligation, within FIVE (5) BUSINESS DAYS from the date you signed the ARC Agreement. If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN (10) BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled. If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller's expense and risk. If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the agreement. To cancel this transaction, mail or deliver a signed and dated notice of Cancellation, or send a telegram to

Tahitian Noni International, 333 West River Park Dr.,
Provo, UT, 84604

NO LATER THAN MIDNIGHT of the fifth business day following the date set forth above.

I HEREBY CANCEL THIS TRANSACTION.

Buyer's Signature________________________________

(To be signed only if you desire to cancel this transaction)

Date_________________________________________