Terms

The Nucleus Project, LLC

S t a t e m e n t  o f  P o l i c i e s  a n d  P r o c e d u r e s

SECTION 1 — INTRODUCTION

This site is owned and operated by:

The Nucleus Project LLC
8 Woodlake Drive, Johnston, RI, USA 02919
Email: support <AT> thenucleusproject[DOT]org
Telephone: 401-340-7658 (USA)

1.1 — Policies and Rewards Program Incorporated into Affiliate Agreement

These Policies and Procedures and the Rewards Program, in their present form and as amended by The Nucleus Project, LLC (also referred to as “NUCLEUS” or the “Company”), are incorporated into, and form an integral part of, the The Nucleus Project Affiliate Agreement. It is the responsibility of each Affiliate to read, understand, adhere to, and insure that he or she is aware of and operating under the most current version of these Policies and Procedures.  Throughout these Policies, when the term“Agreement” is used, it collectively refers to the The Nucleus Project Affiliate Application and Agreement, these Policies and Procedures, the The Nucleus Project Rewards Program, and the The Nucleus Project Business Entity Registration Form (if applicable). These documents are incorporated by reference into the The Nucleus Project Affiliate Agreement (all in their current form and as amended by The Nucleus Project).

1.2 —Changes to the Agreement

The Nucleus Project reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By agreeing to the Affiliate Agreement, an Affiliate agrees to abide by all amendments or modifications that The Nucleus Project elects to make. Amendments shall be effective thirty (30) days after publication of notice that the Agreement has been modified. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) posting in Affiliate’s back offices; (4) inclusion in Company periodicals; (5) inclusion in product orders or bonus checks; (6) special mailings; or (7) announcement at Company Sanctioned Event(s). The continuation of an Affiliate’s NUCLEUS business, the acceptance of benefits under the Agreement, or an Affiliate’s acceptance of bonuses or commissions constitutes acceptance of all amendments.

1.3 — Delays

The Nucleus Project 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, curtailment of a party’s source of supply, or government decrees or orders.

1.4 — 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 of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect. The severed provision(s), or portion(s) thereof, shall be reformed to reflect the purpose of the provision(s) as closely as possible.

1.5 — 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 The Nucleus Project to exercise any right or power under the Agreement or to insist upon strict compliance by an Affiliate 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  The Nucleus Project’s right to demand exact compliance with the Agreement. The existence of any claim or cause of action of an Affiliate against The Nucleus Project shall not constitute a defense to The Nucleus Project’s enforcement of any term or provision of the Agreement.

SECTION 2 — BECOMING AN AFFILIATE

2.1 — Requirements to Become an Affiliate

To become a Nucleus Project Affiliate, each applicant must:

a) Be at least 18 years of age if a resident of the USA or of legal age in country of residence;

b) Residents of the USA to provide The Nucleus Project with a valid Social Security or Federal Tax ID number;

d) Submit a properly completed and signed Affiliate Application and Agreement, either online or offline (with original signatures and the Terms and Conditions) of The Nucleus Project.

The Company reserves the right to accept or reject any Affiliate Application and Agreement for any reason or for no reason.

2.2 – Product or Service Purchases

No person is required to purchase Nucleus Project products, services or sales aids, or to pay any charge or fee to become an Affiliate Customer.  Affiliates Customers who wish to may subscribe to www.thenucleusproject.org,  The Nucleus Project replicated website system.  Subscription to www.thenucleusproject.org is required for those who wish to be “Qualified Affiliates”.  See the Rewards Program for additional information.

2.3 — Affiliate Benefits

Once an Affiliate Application and Agreement has been accepted by The Nucleus Project, the benefits of the Rewards Program and the Affiliate Agreement are available to the new Affiliate. These benefits include the right to:

a) Purchase Nucleus Project products and services at the Affiliate price;

b) Sell Nucleus Project products and services;

c) Participate in The Nucleus Project Rewards Program (receive bonuses and commissions, if eligible);

d) Enroll other individuals as Affiliate Customers or Affiliates and thereby build a Marketing Organization and progress through The Nucleus Project Rewards Program:

e) Receive periodic company literature and other Nucleus Project communications;

f) Participate in The Nucleus Project sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and

g) Participate in promotional and incentive contests and programs sponsored by The Nucleus Project for its Affiliates.

2.4 — Annual Membership Renewals – Effective January 1, 2021

The term of the Affiliate Agreement runs annually from the date of its acceptance by The Nucleus Project (subject to prior termination pursuant to Section 10) and is dependent on the chosen level of participation. The Affiliate Agreement will automatically renew for subsequent one-year terms unless either party notifies the other at least 15 days prior to the renewal date that it does not wish to renew the Agreement.

Within 6 months of a member’s annual membership renewal date the amount of the member’s current membership fee will be quarantined within their member back office commission wallet and will not be available for withdrawal.

If the member has no intention to renew their annual membership they can submit a support ticket requesting the full balance posted in their commission wallet. This amount will be paid out 30 days after the date of their membership expiring.

Renewal fees will be deducted from the Affiliates internal wallet.  If a member’s account balance is in deficit when their annual membership subscription fee is due to be paid the account will be deemed inactive and will be archived unless the member pays both the deficit amount and the annual subscription fee before the subscription renewal date.

Inactive accounts can be reactivated with payment of both the deficit amount and the annual renewal fee.

The Nucleus Project will attempt to contact any member whose status is in deficit prior to their annual subscription date giving the member the opportunity to bring their account current before the next annual fee is due.

At the sole discretion of The Nucleus Project the failure to renew on the one year anniversary date can result in termination and loss of access and privileges associated will any and all aspects of The Nucleus Project membership.

SECTION 3 — OPERATING A NUCLEUS PROJECT BUSINESS

3.1 — Adherence to the NUCLEUS Rewards Program

Affiliates must adhere to the terms of the NUCLEUS Rewards Program as set forth in official NUCLEUS literature. Affiliates shall not offer the NUCLEUS opportunity through, or in combination with, any other system, program, sales tools, or method of marketing other than that specifically set forth in official NUCLEUS literature. Affiliates shall not require or encourage other current or prospective Affiliate Customers or Affiliates to participate in NUCLEUS in any manner that varies from the program as set forth in official NUCLEUS literature. Affiliates shall not require or encourage other current or prospective Affiliate Customers or Affiliates to execute any agreement or contract other than official NUCLEUS agreements and contracts in order to become a NUCLEUS Affiliate. Similarly, Affiliates shall not require or encourage other current or prospective Affiliate Customers or Affiliates to make any purchase from, or payment to, any individual or other entity to participate in the NUCLEUS Rewards Program other than those purchases or payments identified as recommended or required in official NUCLEUS literature.

3.2 — Advertising

3.2.1 — General

All Affiliates shall safeguard and promote the good reputation of NUCLEUS and its products and services. The marketing and promotion of NUCLEUS, the NUCLEUS opportunity, the Rewards Program, and NUCLEUS products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

To promote both the NUCLEUS products and services, and the tremendous opportunity NUCLEUS offers, Affiliates should use the sales aids, business tools, and support materials produced by NUCLEUS. However, as described below, Affiliates may develop their own sales aids, promotional materials, advertisements, or other literature, subject to Company approval.

Accordingly, Affiliates may only advertise or promote their NUCLEUS business using approved tools, templates or images acquired through NUCLEUS. No approval is necessary to use these approved tools. If  an Affiliate wishes to design his or her own online or offline marketing materials of any kind, the proposed designs must be submitted to the NUCLEUS advertising department (compliance@thenucleusproject.org) for consideration and inclusion in the template/image library. Unless the Affiliate receives specific written approval from NUCLEUS to use such tools, the request shall be deemed denied.  Go to the Template Library tab in your back office for guidelines and to access the library.

Affiliates may not sell sales aids to other NUCLEUS Affiliates.  Therefore, Affiliates who receive authorization from NUCLEUS to produce their own sales aids may not sell such material to any other NUCLEUS Affiliate.  Affiliates may make approved material available to other Affiliates free of charge if they wish, but may not charge other NUCLEUS Affiliates for the material.

NUCLEUS further reserves the right to rescind approval for any sales tools, promotional materials, advertisements, or other literature, and Affiliates waive all claims for damages or remuneration arising from or relating to such rescission.

3.2.2 – Trademarks and Copyrights

The name of NUCLEUS and other names as may be adopted by NUCLEUS are proprietary trade names, trademarks and service marks of NUCLEUS (collectively “marks”).  As such, these marks are of great value to NUCLEUS and are supplied to Affiliates for their use only in an expressly authorized manner.  NUCLEUS will not allow the use of its trade names, trademarks, designs, or symbols by any person, including a NUCLEUS Affiliate, without its prior, written permission.

The content of all Company sponsored events is copyrighted material.  Affiliates may not produce for sale or distribution any recorded company events and speeches without written permission from NUCLEUS. Nor may Affiliates reproduce for sale or for personal use any recording of company-produced audio or videotape presentations. Affiliates shall not produce audio, video or written material with the purpose to distribute that material to NUCLEUS Affiliates without permission of NUCLEUS.

As an independent  Affiliate, you may use the NUCLEUS name in the following manner

Affiliate’s Name                                                                                                                                  Independent NUCLEUS Affiliate

Example:                                                                                                                                  

Alice Smith

Independent NUCLEUS Affiliate

Affiliates may not use the name “NUCLEUS” in any form in a team name, a tagline, an external website name, a personal website address or extension, in an e-mail address, as a personal name, or as a nickname. For example, an Affiliate may not secure the domain name www.buynucleus.com, nor may an Affiliate create an email address such as nucleussales@hotmail.com. Additionally, an Affiliate may only use the phrase Independent NUCLEUS Affiliate in telephone greetings or on an answering machine to clearly separate the Affiliate’s independent NUCLEUS business from NUCLEUS.

3.2.3 — Media and Media Inquiries

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

3.2.4 – Unsolicited Email

NUCLEUS does not permit Affiliates to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by an Affiliate that promotes NUCLEUS, the NUCLEUS opportunity, or NUCLEUS products and services must comply with the following:

• There must be a functioning return email address to the sender.
• There must be a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).
• The email must include the Affiliate’s physical mailing address.
• The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
• The use of deceptive subject lines and/or false header information is prohibited.
• All opt-out requests, whether received by email or regular mail, must be promptly honored.
• NUCLEUS may periodically send commercial emails on behalf of Affiliates.  By entering into the Affiliate Agreement, Affiliate agrees that the Company may send such emails and that the Affiliate’s physical and email addresses will be included in such emails as outlined above.  Affiliates shall honor opt-out requests generated as a result of such emails sent by the Company.

3.2.5 – Unsolicited Faxes

Except as provided in this section, Affiliates may not use or transmit unsolicited faxes in connection with their NUCLEUS businesses.  The term “unsolicited faxes” means the transmission via telephone facsimile or computer of any material or information advertising or promoting NUCLEUS, its products, its Rewards Program or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax: (a) to any person with that person’s prior express invitation or permission; or (b) to any person with whom the Affiliate 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 an Affiliate and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Affiliate; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

3.2.6 – Telephone Directory Listings

Affiliates may list themselves as an “Independent NUCLEUS Affiliate” in the white or yellow pages of the telephone directory, or with online directories, under their own name.  No Affiliate may place telephone or online directory display ads using NUCLEUS’s name or logo.  Affiliates may not answer the telephone by saying “NUCLEUS”, “NUCLEUS Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of NUCLEUS.  If an Affiliate wishes to post his or her name in a telephone or online directory, it must be listed in the following format:

Affiliate’s Name

Independent NUCLEUS Affiliate

3.2.7 — Telemarketing

The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices.  Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws.  While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law.  Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation). Affiliates residing outside of the USA must comply with telemarketing practices and laws in the Affiliates country of residence.

Therefore, Affiliates must not engage in telemarketing relative to the operation of their NUCLEUS businesses.  The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a NUCLEUS product or service, or to recruit them for the NUCLEUS opportunity.  “Cold calls” made to prospective customers or Affiliates that promote either NUCLEUS’s products or services or the NUCLEUS opportunity constitute telemarketing and are prohibited.

Not withstanding the foregoing, an Affiliate may place telephone call(s) to a prospective customer or Affiliate(a “prospect”) under the following limited situations:

• If the Affiliate has an established business relationship with the prospect.  An “established business relationship” is a relationship between an Affiliate and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Affiliate, or a financial transaction between the prospect and the Affiliate, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.

• The prospect’s personal inquiry or application regarding a product or service offered by the Affiliate, within the three (3) months immediately preceding the date of such a call.

• If the Affiliate receives written and signed permission from the prospect authorizing the Affiliate to call.  The authorization must specify the telephone number(s), which the Affiliateis authorized to call.

• Affiliates may call family members, personal friends, and acquaintances.  An “acquaintance” is someone with whom an Affiliate has at least a recent first-hand relationship (i.e., the Affiliate recently personally met him or her).  Bear in mind, however, that if an Affiliate makes a habit of “card collecting” everyone he or she meets and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption.   Thus, if Affiliates engage in calling “acquaintances,” the Affiliate must make such calls on an occasional basis only and not as a routine practice.

Affiliates shall not use automatic telephone dialing systems or software relative to the operation of their NUCLEUS businesses. Affiliates shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding or relating to the NUCLEUS products, services or opportunity.

3.2.8 – Television and Radio Advertising

Affiliates may not advertise on television or radio except with NUCLEUS’s express written approval.

3.3 — Online Conduct

If anAffiliate desires to utilize an Internet web page to promote his or her business, he or she may do so through the www.thenucleusproject.org replicated web site. Alternatively, Affiliates may develop their own web pages, however, any Affiliate who does so: (a) must use the text of the company’s official web site; (b) may not supplement the content of his or her web site with text from any source other than the company; and (c) may not promote or sell any non-NUCLEUS products or opportunity.

3.3.1 – www.thenucleusproject.org Replicated Websites

NUCLEUS makes its Replicated Website system available to Affiliates upon payment of the www.thenucleusproject.org subscription fees.  Affiliates ARE NOT required to subscribe to the www.thenucleusproject.org Replicated Website system.  However, in order to become a Qualified Affiliate, a subscription to the www.thenucleusproject.org Replicated Website system is necessary.

Those Affiliates who subscribe to the www.thenucleusproject.org Replicated Website system may not alter the branding, artwork, look, or feel of their Replicated Websites, and may not use their Replicated Websites to promote, market or sell non-NUCLEUS products, services or business opportunities. Specifically, an Affiliate may not alter the look (placement, sizing etc.) or functionality of the following:

• The NUCLEUS Independent Affiliate Logo
• The Affiliate’s Name
• NUCLEUS Corporate Website Redirect Button
• Artwork, logos, or graphics
• Original text.

Because www.thenucleusproject.org replicated Websites reside on the www.thenucleusproject.org domain, NUCLEUS reserves the right to receive analytics and information regarding the usage of your website.

By default, anAffiliate’s NUCLEUS Replicated Website URL is www.thenucleusproject.org/<AffiliateID#>. The Affiliate must change this default ID and choose a uniquely identifiable website name that cannot:

• Be confused with other portions of the NUCLEUS corporate website;
• Confuse a reasonable person into thinking they have landed on a NUCLEUS corporate page;
• Be confused with any NUCLEUS name; or
• Contain any discourteous, misleading, or off-color words or phrases that may damage NUCLEUS’s image.

3.3.2 – AffiliateDeveloped Websites

If an Affiliate develops his or her own NUCLEUS website pursuant to this Section 3.3 (an “Independent NUCLEUS Website”), Such Affiliateshall be solely responsible and liable for all content, messaging, claims, and information presented at such website and must ensure that it appropriately represents and enhances the NUCLEUS brand and adheres to NUCLEUS’s Policies and Procedures. Additionally, any Independent NUCLEUS Website must not contain disingenuous popup ads or promotions or malicious code.  Decisions and corrective actions in this area are at NUCLEUS’s sole discretion.

To avoid confusion, the following three elements must be prominently displayed at the top of every page of an Independent NUCLEUS Website developed by anAffiliate:

• The NUCLEUS Independent AffiliateLogo
• The Affiliate’s Name and Title
• NUCLEUS Corporate Website Redirect Button

Although NUCLEUS brand themes and images are desirable for consistency, anyone landing on any page of an Affiliate’s Independent NUCLEUS Website must clearly understand that they are at an Independent Affiliatesite, and not a NUCLEUS Corporate page.

3.3.3 — Domain Names, E-Mail Addresses and Online Aliases

Affiliates may not use or attempt to register any of NUCLEUS’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name, e-mail address, or online alias. Additionally, an Affiliate cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of NUCLEUS.

3.3.4 – NUCLEUS Links

When directing readers to an Affiliate’s Independent NUCLEUS Website or to awww.thenucleusproject.org Replicated Website it must be evident from a combination of the link and the surrounding context that the link will be resolving to the site of a NUCLEUS Affiliate. Attempts to mislead web traffic into believing they are going to a NUCLEUS corporate site, when in fact they land at anAffiliate’s site (www.thenucleusproject.org Replicated Website or Independent NUCLEUS Website) will not be allowed. The determination as to what is misleading or what constitutes a reasonable reader will be at NUCLEUS’s sole discretion.

3.3.5 – Monetizing www.thenucleusproject.org Replicated or Independent NUCLEUS Websites

Affiliates may not monetize their www.thenucleusproject.org Replicated Website or their Independent NUCLEUS Website through affiliate programs, adSense or similar programs.

3.3.6 – Online Classifieds

Affiliates may not use online classifieds (including Craigslist) to list, sell or retail specific NUCLEUS products or product bundles. Affiliates may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring and informing the public about the NUCLEUS business opportunity, provided NUCLEUS-approved templates/images are used. These templates will identify the Affiliateas an Independent NUCLEUS Affiliate. If a link or URL is provided, it must link to the Affiliate’s www.thenucleusproject.org Replicated Website or Independent NUCLEUS Website.

3.3.7 – eBay / Online Auctions

NUCLEUS’s products and services may not be listed on eBay or other online auctions, nor may Affiliates enlist or knowingly allow a third party to sell NUCLEUS products on eBay or other online auction.

3.3.8 – Online Retailing

Affiliates may not list or sell NUCLEUS products on any online retail store or ecommerce site, nor may an Affiliate enlist or knowingly allow a third party to sell NUCLEUS products on any online retail store or ecommerce site.

3.3.9 – Banner Ads

Affiliates may place banner advertisements on a website provided the Affiliate uses NUCLEUS-approved templates and images.  All banner advertisements must link to an Affiliate’s www.thenucleusproject.org Replicated Website or Independent NUCLEUS Website. Affiliates may not use blind ads (ads that do not disclose the identity of the Company) or web pages that make product or income claims that are ultimately associated with NUCLEUS products or the NUCLEUS opportunity.

3.3.10 – Spam Linking

Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments that an Affiliate makes on blogs, forums, guest books etc. must be unique, informative and relevant.

3.3.11 – Digital Media Submission (YouTube, Pinterest, PhotoBucket, etc.)

Affiliates may upload, submit or publish NUCLEUS-related video, audio or photo content that they develop and create so long as it aligns with NUCLEUS values, contributes to the NUCLEUS community greater good and is in compliance with NUCLEUS’s Policies and Procedures. All submissions must clearly identify the submitter as an Independent NUCLEUS Affiliate in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that the submitter is solely responsible for this content. Affiliates may not upload, submit or publish any content (video, audio, presentations or any computer files) received from NUCLEUS or captured at official NUCLEUS events or in buildings owned or operated by NUCLEUS without prior written permission.

3.3.12 – Sponsored Links / Pay-Per-Click (PPC) Ads

Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to either the sponsoring Affiliate’s www.thenucleusproject.org Replicated Website or to the sponsoring Affiliate’s Independent NUCLEUS Website. The display URL must also be to either the sponsoring Affiliate’s www.thenucleusproject.org Replicated Website or Independent NUCLEUS Website, and must not portray any URL that could lead the user to believe they are being directed to a NUCLEUS Corporate site, or be inappropriate or misleading in any way.

3.3.13 – Social Media

In addition to meeting all other requirements specified in these Policies and Procedures, should an Affiliate utilize any form of social media, including but not limited to Facebook, Twitter, LinkedIn, YouTube, or Pinterest, the Affiliate agrees to each of the following:

• No product sales or enrollments may occur on any social media site.  To generate sales, a social media site must link only to the Affiliate’s www.thenucleusproject.org Replicated Website.
• It is each Affiliate’s responsibility to follow the social media site’s terms of use.  If the social media site does not allow its site to be used for commercial activity, you must abide by the site’s terms of use.
• Any social media site that is directly or indirectly operated or controlled by an Affiliate that is used to discuss or promote NUCLEUS’s products or the NUCLEUS opportunity may not link to any website, social media site, or site of any other nature, other than the Affiliate’s www.thenucleusproject.org Replicated Website.
• During the term of this Agreement and for a period of 12 calendar months thereafter, an Affiliate may not use any social media site on which they discuss or promote, or have discussed or promoted, the NUCLEUS business or NUCLEUS’s products to directly or indirectly solicit NUCLEUS Affiliate’s for another direct selling or network marketing program (collectively, “direct selling”).  In furtherance of this provision, an Affiliate shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Affiliate’s relating to the Affiliate’s other direct selling business activities.  Violation of this provision shall constitute a violation of the nonsolicitation provision in Section 3.9 below.
• An Affiliatemay post or “pin” photographs of NUCLEUS products on a social media site, but only photos that are provided by NUCLEUS and downloaded from the Affiliate’s Back-Office may be used.

If an Affiliate creates a business profile page on any social media site that promotes or relates to NUCLEUS, its products, or opportunity, the business profile page must relate exclusively to the Affiliate’s NUCLEUS business and NUCLEUS products.  If the Affiliate’s NUCLEUS business is cancelled for any reason or if the Affiliate becomes inactive, the Affiliate must deactivate the business profile page.

3.4— 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 an Independent  Affiliate Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an Affiliate or Affiliate Customer; (c) the enrollment or attempted enrollment of nonexistent individuals or entities as Affiliate’s or Affiliate’s Customers (“phantoms”); (d) the useof a credit card by or on behalf of anAffiliateor customer when the Affiliate or customer is not the account holder of such credit card; (e) Purchasing NUCLEUS merchandise on behalf of another Affiliate or customer, or under another Affiliate’s or Customer’s I.D. number, to qualify for commissions or bonuses.

3.5— Business Entities

A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a NUCLEUS Affiliate by submitting an Affiliate Application and Agreement along with a properly completed Business Entity Registration form and a properly completed IRS Form W-9 (Request for Taxpayer Identification Number). If an Affiliate enrolls online, the Business Entity Registration Form must be submitted to NUCLEUS within 30 days of the online enrollment. (If not received within the 30-day period, the Affiliate Agreement shall automatically terminate.) A NUCLEUS business may change its status under the same Enroller from an individual to a partnership, corporation or trust or from one type of entity to another. There is a $25.00 fee for each change requested, which must be included with the written request and the completed Affiliate Application and Agreement. The Business Entity Registration form must be signed by all of the shareholders, members, partners or trustees. The Business Entity and its shareholders, members, managers, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Parties”) are individually, jointly and severally liable for any indebtedness to NUCLEUS, compliance with the NUCLEUS Policies and Procedures, compliance with the NUCLEUS Affiliate Agreement, and all other obligations to NUCLEUS.

3.6— Changes to a NUCLEUS Business

3.6.1— General

Each Affiliate must immediately notify NUCLEUS of all changes to the information contained on his or her Affiliate Application and Agreement. Affiliate’s may modify their existing Affiliate Agreement(i.e., change Social Security number to Federal I.D. number, or change the form of ownership from an individual proprietorship to a business entity owned by the Affiliate) by submitting a written request, a properly executed Affiliate Application and Agreement, and appropriate supporting documentation. Changes shall be processed only once per year. All changes must be submitted by November 30 to become effective on January 1 of the following year.

3.6.2— Addition of Co-Applicants

When adding a co-applicant (either an individual or a business entity) to an existing NUCLEUS business, the Company requires a written request as well as a properly completed Affiliate Application and Agreement containing the applicant and co-applicant’s Social Security Numbers and signatures. To prevent the circumvention of Section 3.25 (regarding transfers and assignments of NUCLEUS business), the original applicant must remain as a party to the original Affiliate Application and Agreement. If the original Affiliate wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her business in accordance with Section 3.25. If this process is not followed, the business shall be canceled upon the withdrawal of the original Affiliate. All bonus and commission checks will be sent to the address of record of the original Affiliate. Please note that the modifications permitted within the scope of this paragraph do not include a change of line of sponsorship. Changes of lines of sponsorship are addressed in Section 3.6.3, below. There is a $35.00 fee for each change requested, which must be included with the written request and the completed Affiliate Application and Agreement. NUCLEUS may, at its discretion, require notarized documents before implementing any changes to a NUCLEUS business. Please allow thirty (30) days after the receipt of the request by NUCLEUS for processing.

3.6.3— Changes in Lines of Sponsorship

To protect the integrity of all marketing organizations and safeguard the hard work of all Affiliates, NUCLEUS discourages changes in lines of sponsorship. Maintaining the integrity of lines of sponsorship is important for the success of every Affiliate and marketing organization. Accordingly, the transfer of a NUCLEUS business from one line of sponsorship to another is not often permitted.

Requests for a change of line of sponsorship must be submitted to the Corporate Office, and must include the reason for the transfer. Transfers will only be considered in the following three(3) circumstances:

a) In cases involving fraudulent inducement or unethical enrolling, an Affiliate may request that he or she be transferred to another organization with his or her entire marketing organization intact. All requests for transfer alleging fraudulent enrollment practices shall be evaluated on a case-by-case basis.

b) In cases whereby the sponsor has gone inactive as it relates to growing and supporting their business. This includes but is not limited to the failure of the sponsor to support and generally interact with their referrals and downline members. In this situation an Affiliate may request that he or she be transferred to another organization with his or her entire marketing organization intact. All requests for transfer based on the above shall be evaluated on a case-by-case basis.

c) The Affiliate seeking to transfer submits a properly completed and fully executed Line of Sponsorship Transfer Form which includes the written approval of his or her immediate three upline Affiliate’s. Photocopied or facsimile signatures are not acceptable. All Affiliate signatures must be notarized. The Affiliate who requests the transfer must submit a fee of $50.00 for administrative charges and data processing. If the transferring Affiliate also wants to move any of the Affiliate’s in his or her marketing organization, each downline Affiliate must also obtain a properly completed Line of Sponsorship Transfer Form and return it to NUCLEUS with the $50.00 change fee (i.e., the transferring Affiliate and each Affiliate in his or her marketing organization multiplied by $50.00 is the cost to move a NUCLEUS business.) Downline Affiliate’s will not be moved with the transferring Affiliate unless all of the requirements of this paragraph are met. Transferring Affiliates must allow thirty (30) days after the receipt of the Line of Sponsorship Transfer Forms by NUCLEUS for processing and verifying change requests.

3.6.4 — Cancellation and Re-application

An Affiliate may legitimately change organizations by voluntarily canceling his or her NUCLEUS business and remaining inactive (i.e., no purchases of NUCLEUS products or services for resale, no sales of NUCLEUS products or services, no enrolling, participation in any other form of Affiliate activity, or operation of any other NUCLEUS business) for six (6) full calendar months. Following the six-month period of inactivity, the former Affiliate may reapply under a new Enroller. NUCLEUS will consider waiving the six-month waiting period under exceptional circumstances. Such requests for waiver must be submitted to NUCLEUS in writing.

3.6.5 – Waiver of Claims

In cases in which the appropriate sponsorship change procedures have not been followed, and a downline organization has been developed in the second business developed by an Affiliate, NUCLEUS reserves the sole and exclusive right to determine the final disposition of the downline organization.  Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult.  Therefore, AFFILIATE’S WAIVE ANY AND ALL CLAIMS AGAINST NUCLEUS, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM NUCLEUS’s DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.

3.7 — Unauthorized Claims and Actions

3.7.1— Indemnification

An Affiliate is fully responsible for all of his or her verbal and written statements made regarding NUCLEUS products, services and the Rewards Program which are not expressly contained in official NUCLEUS materials. Affiliate’s agree to indemnify NUCLEUS and NUCLEUS’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 NUCLEUS as a result of the Affiliate’s unauthorized representations or actions. This provision shall survive the termination of the Affiliate Agreement.

3.7.2 — Income Claims

Because NUCLEUS Affiliate’s do not have the data necessary to comply with the legal requirements for making income claims, an Affiliate, when presenting or discussing the NUCLEUS opportunity or Rewards Program to a prospective Affiliate, may not make income projections, income claims, or disclose his or her NUCLEUS income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records).

3.7.3 – Opportunity Claims

When presenting or discussing the NUCLEUS opportunity or the NUCLEUS Rewards Program, you must make it clear to prospects that financial success with NUCLEUS requires commitment, effort, and sales skill.  Conversely, you must never represent that one can be successful without diligently applying themselves.  Examples of misrepresentations in this area include:

• It’s a turnkey system;
• The system will do the work for you;
• Just get in and your downline will build through spillover;
• Just join and I’ll build your downline for you;
• The company does all the work for you;
• You don’t have to sell anything; or
• All you have to do is buy your products every month.

The above are just examples of improper representations about the Rewards Program.  It is important that you do not make these or any other representations that could lead a prospect to believe that they can be successful as a NUCLEUS Affiliate without commitment, effort, and sales skill.

3.7.4 – Product Claims

No claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any nutritional or personal care products offered by NUCLEUS may be made except those contained in official NUCLEUS literature.  In particular, no Affiliate may make any claim that such products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases.  Such statements can be perceived as medical or drug claims, and they may lack adequate substantiation. Not only are such claims in violation of the Affiliate Agreement, they also violate the laws and regulations of the United States, Canada, and other countries.

3.8 — Trade Shows, Expositions and Other Sales Forums

Affiliates may display and/or sell NUCLEUS products or services at trade shows and professional expositions, provided the provisions of Section 3.2 are adhered to.

3.9 — Conflicts of Interest

3.9.1 — Non solicitation

NUCLEUS Affiliates are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”).  However, during the term of this Agreement, Affiliate’s may not directly or indirectly recruit other NUCLEUS Affiliates or Affiliate Customers for any other network marketing business.

Following the cancellation of an Affiliate’s Independent  Affiliate Agreement, and for a period of six calendar months thereafter, with the exception of an Affiliate who was personally sponsored by the former Affiliate, a former Affiliate may not recruit any NUCLEUS Affiliate or Affiliate Customer for another network marketing business.

During the term of this Agreement and for a period of 12 calendar months thereafter, an Affiliate may not use any social media site on which they discuss or promote, or have discussed or promoted, the NUCLEUS business or NUCLEUS’s products to directly or indirectly Recruit NUCLEUS Affiliates for another direct selling or network marketing program (collectively, “direct selling”).  In furtherance of this provision, an Affiliate shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Affiliates relating to the Affiliate’s other direct selling business activities.

Affiliates and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective.  Therefore, Affiliates and NUCLEUS agree that this non-solicitation provision shall apply nationwide and to all international markets in which NUCLEUS Affiliates are located. This provision shall survive the termination or expiration of the Agreement.

The term “Recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another NUCLEUS Affiliate or Affiliate Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.

3.9.2 – Affiliate Participation in Other Direct Selling Programs

If an Affiliate is engaged in other non-NUCLEUS direct selling programs, it is the responsibility of the Affiliate to ensure that his or her NUCLEUS business is operated entirely separate and apart from any other program.  To this end, the following must be adhered to:

• Affiliates must not sell, or attempt to sell, any competing non-NUCLEUS programs, products or services to NUCLEUS Affiliate Customers or Affiliates.  Any program, product or services in the same generic categories as NUCLEUS products or services is deemed to be competing, regardless of differences in cost, features, or other distinguishing factors.
• Affiliates shall not display NUCLEUS promotional materials, sales aids, products or services with or in the same location as any non-NUCLEUS promotional materials, sales aids, products or services.
• Affiliates shall not offer the NUCLEUS opportunity, products or services to prospective or existing  Affiliate Customers or Affiliates in conjunction with any non-NUCLEUS program, opportunity, product or service.
• Affiliates may not offer any non-NUCLEUS opportunity, products, services or opportunity at any NUCLEUS-related meeting, seminar, convention, webinar, teleconference, or other function.

3.9.3 — Downline Activity (Genealogy) Reports

All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to NUCLEUS. Downline Activity Reports are provided to Affiliates in strictest confidence and are made available to Affiliates for the sole purpose of assisting Affiliates in working with their respective Downline Organizations in the development of their NUCLEUS business. The Affiliate and NUCLEUS agree that, but for this agreement of confidentiality and nondisclosure, NUCLEUS would not provide Downline Activity Reports to the Affiliate. An Affiliate shall not, on his or her own behalf, or on behalf of any other person,partnership, association, corporation or other entity:

• Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;

• Directly or indirectly disclose his or her password for online access to his or her Downline Activity Reports;

• Use the information to compete with NUCLEUS or for any purpose other than promoting his or her NUCLEUS business;

• Recruit or solicit any Affiliate or Customer of NUCLEUS listed on any report, or in any manner attempt to influence or induce any Affiliate or Customer of NUCLEUS, to alter their business relationship with NUCLEUS; or

• Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any Downline Activity Report.

The obligation of an Affiliate to not disclose any Downline Activity Report information shall survive cancellation or termination of the Agreement, and shall remain effective and binding irrespective of whether an Affiliate’s Agreement has been terminated, or whether the Affiliate is or is not otherwise affiliated with the Company.

Upon demand by the Company, any current or former Affiliate will return the original and all copies of Downline Activity Reports to the Company.

3.10 — Cross-Line Enrolling

Actual or attempted cross-line enrolling is strictly prohibited. “Cross-line enrolling” is defined as the enrollment of an individual who, or entity that, already has a current Customer or Affiliate Agreement on file with NUCLEUS, or who has had such an agreement within the preceding six calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy is prohibited. Affiliates shall not demean, discredit or defame other NUCLEUS Affiliates in an attempt to entice another Affiliate to become part of the first Affiliate’s marketing organization. This policy shall not prohibit the transfer of a NUCLEUS business in accordance with Section 3.25.

3.11 – Targeting Other Direct Sellers

NUCLEUS does not condone Affiliates specifically or consciously targeting the sales force of another direct sales company to sell NUCLEUS products or to become Affiliates for NUCLEUS, nor does NUCLEUS condone Affiliates solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company.  Should Affiliates engage in such activity, they bear the risk of being sued by the other direct sales company.  If any lawsuit, arbitration or mediation is brought against an Affiliate alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, NUCLEUS will not pay any of the Affiliate’s defense costs or legal fees, nor will NUCLEUS indemnify the Affiliate for any judgment, award, or settlement.

3.12 — Enrolling

All active Affiliates in good standing have the right to enroll Customers and accept Affiliate Applications from others. Each prospective Customer or Affiliate has the ultimate right to choose his or her own Enroller. If two Affiliates claim to be the Enroller of the same new Affiliate or Customer, the Company shall regard the first application received by the Company as controlling.

When enrolling a new Affiliate through the online enrollment process, the Enroller/Sponsor may assist the new applicant in filling out the enrollment materials.  However, the applicant must personally review and agree to the online application and agreement, NUCLEUS’s Policies and Procedures, and the NUCLEUS Pay and Benefits Plan.  The Enroller/Sponsor may not fill out the online application and agreement on behalf of the applicant and agree to these materials on behalf of the applicant.

3.13 — Errors or Questions

If an Affiliate has questions about or believes any errors have been made regarding commissions, bonuses, Downline  Activity Reports, or charges, the Affiliate must notify NUCLEUS in writing within 60 days of the date of the purported error or incident in question. NUCLEUS will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.

3.14 — Excess Inventory Purchases Prohibited

NUCLEUS strictly prohibits the purchase of products in unreasonable amounts primarily for the purpose of qualifying for commissions, bonuses or advancement in the Rewards Program. Affiliates may not purchase more inventory than they can reasonably use in a month nor may they encourage others to do so. Affiliates are prohibited from purchasing more than $500.00, in products per month unless they certify to NUCLEUS that they have pending retail orders in excess of that amount or provide NUCLEUS with other written reason why such a purchase is necessary.

3.15 — Governmental Approval or Endorsement

State and federal regulatory agencies and officials do not approve or endorse any direct selling or network marketing companies or programs. Therefore, Affiliates shall not represent or imply that NUCLEUS or its Rewards Program have been “approved,” “endorsed” or otherwise sanctioned by any government agency.

3.16 — Income Taxes

Each Affiliate is responsible for paying local, state/provincial, and federal taxes on any income generated as an Independent Affiliate. If a NUCLEUS business is tax exempt, the Federal tax identification number must be provided to NUCLEUS. Every year, NUCLEUS will provide an IRS Form 1099 MISC(Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over$600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of$5,000.

NUCLEUS cannot provide Affiliates with any personal tax advice.  Affiliates should consult with their own tax accountant, tax attorney, or other tax professional.

3.17 — Independent Contractor Status

Affiliates are independent contractors. The agreement between NUCLEUS and its Affiliates does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Affiliate. An Affiliate shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Affiliates are responsible for paying local, state, and federal taxes due from all compensation earned as an Affiliate of the Company. NUCLEUS is not responsible for withholding, and shall not withhold or deduct from an Affiliate’s bonuses and commissions, if any, FICA or taxes of any kind, unless withholding becomes legally required. The Affiliate has no authority (expressed or implied), to bind the company to any obligation. Affiliates are not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of NUCLEUS. Each Affiliate shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Affiliate Agreement, these Policies and Procedures, and applicable laws. Each Affiliate shall be solely responsible for paying all expenses incurred, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses.

3.18 — Insurance

You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business-related injuries or the theft of or damage to inventory or business equipment.Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present homeowner’s policy.

3.19 — International Marketing

Because of critical legal and tax considerations, NUCLEUS will not allow the resale of NUCLEUS products and services,and the presentation of the NUCLEUS business by Affiliates in markets not yet opened by Nucleus. Moreover, allowing a few Affiliates to conduct business in markets not yet opened by NUCLEUS would violate the concept of affording every Affiliate the equal opportunity to expand internationally.

Accordingly, Affiliates are authorized to sell NUCLEUS products and services, and enroll Affiliate Customers or Affiliates only in the countries in which NUCLEUS is to conduct business, as announced in official company literature. Unless all applicable export and import laws are complied with, NUCLEUS products or sales aids cannot be shipped into or sold in any foreign country. In addition, no Affiliate may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Affiliate Customers or Affiliates; or (c) conduct any other activity for the purpose of selling NUCLEUS products or services, establishing a marketing organization, or promoting the NUCLEUS opportunity.

3.20 — Adherence to Laws and Ordinances

Affiliates shall comply with all federal, state, local laws, ordinances and regulations in the conduct of their businesses.

3.21 — One NUCLEUS Business per Tax Identification Number

Only one NUCLEUS business may be associated with an individual’s Social Security Number or an entity’s Employer Identification Number. If the Company receives an Affiliate Application and Agreement that lists a tax identification number that is already associated with an existing NUCLEUS business, the Application and Agreement will be rejected.

3.22 — Actions of Household Members or Affiliated Individuals

If any member of an Affiliate’s immediate household engages in any activity, which, if performed by the Affiliate, would violate any provision of the Agreement, such activity will be deemed a violation by the Affiliate and NUCLEUS may take disciplinary action pursuant to the Statement of Policies against the Affiliate. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively “Affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and NUCLEUS may take disciplinary action against the entity.

3.23 — Requests for Records

Any request from an Affiliate for copies of invoices, applications, downline activity reports, or other records will require a fee of $2.00 per page per copy. This fee covers the time required to research files and make copies of the records.

3.24 — Roll-up of Marketing Organization

• Both Inactive Affiliates and Unqualified Affiliates compress. This method minimizes breakage as it guarantees maximum payout.
• (Example above) AFL. #106 earns level 1. AFL #105 is unqualified to earn level 2 (assuming A1 only earn Lvl1) and the level 2 will compress (rollup). AFL #105 will compress. AFL #104 is Paid as A3 (assuming A3 is eligible to earn 3 levels) and earns level 2 payout. AFL #103 is Inactive and the level 3 payout will compress (rollup) to AFL #102 who is a Paid as A4 (assuming A4 is eligible to earn 4 levels). AFL #101 is a Paid as A4 and earns level 4.

3.25 — Sale, Transfer or Assignment of NUCLEUS Business

3.25.1 — Company Approval Required

Although a NUCLEUS business is a privately owned, independently operated business, the prospective sale, transfer or assignment of a NUCLEUS business is subject to certain limitations and must be approved by NUCLEUS’s Corporate Office. If an Affiliate wishes to sell his or her NUCLEUS business, the following criteria must be met:

• Protection of the existing line of sponsorship must always be maintained so that the NUCLEUS business continues to be operated in that line of sponsorship.

• The buyer or transferee must be (or must be approved) a qualified NUCLEUS Affiliate. If the buyer is an active NUCLEUS Affiliate, he or she must first terminate his or her NUCLEUS business simultaneously with the purchase, transfer, assignment or acquisition of any interest in the new NUCLEUS business.

• Before the sale, transfer or assignment can be finalized and approved by NUCLEUS, any debt obligations the selling Affiliate has with NUCLEUS must be satisfied.

• The selling Affiliate must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a NUCLEUS business.

Prior to selling a NUCLEUS business, the selling Affiliate must notify NUCLEUS’s Corporate Office. The selling Affiliate must also receive written approval from the Company before proceeding with the sale. No changes in line of sponsorship can result from the sale or transfer of a NUCLEUS business.

3.26 — Separation of a NUCLEUS Business

NUCLEUS Affiliates sometimes operate their NUCLEUS businesses as husband-wife partnerships, regular partnerships, LLCs, corporations, trusts, or other Business Entities. At such time as a marriage may end in divorce or a corporation,partnership, LLC, trust or other Business Entity may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship.

During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:

• One of the parties may, with consent of the other(s), operate the NUCLEUS business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize NUCLEUS to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

• The parties may continue to operate the NUCLEUS business jointly on a “business-as-usual” basis, where upon all compensation paid by NUCLEUS will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings.  This is the default procedure if the parties do not agree on the format set forth above.

Under no circumstances will the Downline Organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will NUCLEUS split commission and bonus checks between divorcing spouses or members of dissolving entities. NUCLEUS will recognize only one Downline Organization and will issue only one commission check per NUCLEUS business per commission cycle.Commission checks shall always be issued to the same individual or entity.If a former spouse or a former entity Affiliate has completely relinquished all rights in their original NUCLEUS business, they are thereafter free to enroll under any Enroller of their choosing. In such case, however,the former spouse or partner shall have no rights to any Affiliates or Affiliate Customers in their former organization or to any former retail customer. They must develop the new business in the same manner, as would any other new Affiliate.

3.27 — Succession

Upon the death or incapacitation of an Affiliate, 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, an Affiliate should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a NUCLEUS business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Affiliate’s marketing organization provided the following qualifications are met. The successor(s) must:

• Execute a Affiliate Agreement;
• Comply with terms and provisions of the Agreement; and
• Meet all of the qualifications for the deceased or incapacitated Affiliate’s status

Bonus and commission checks of a NUCLEUS business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide NUCLEUS with an “address of record” to which all bonus and commission checks will be sent. If the business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer Identification number. NUCLEUS will issue all bonus and commission checks and one 1099 to the business entity.

3.27.1 — Transfer Upon Death of an Affiliate

To affect a testamentary transfer of a NUCLEUS business, the executor of the estate must provide the following to NUCLEUS: (1) an original death certificate; (2) certified letters testamentary or a letter of administration appointing an executor; and (3) written instructions from the authorized executor to NUCLEUS specifying to whom the business and income should be transferred.

3.27.2 — Transfer Upon Incapacitation of an Affiliate

To affect a transfer of a NUCLEUS business because of incapacity, the successor must provide the following to NUCLEUS: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the NUCLEUS business; and (3) a completed Affiliate Agreement executed by the trustee.

3.28 – Back Office Access

NUCLEUS makes online back offices available to its Affiliates.  Back offices provide Affiliates access to confidential and proprietary information that may be used solely and exclusively to promote the development of an Affiliate’s NUCLEUS business and to increase sales of NUCLEUS products.  However, access to a back office is a privilege, and not a right.  NUCLEUS reserves the right to deny Affiliates’ access to the back office at its sole discretion.

SECTION 4 — RESPONSIBILITIES OF AFFILIATES

4.1 — Change of Contact Information

To ensure timely delivery of products, support materials, commissions, and tax documents, it is important that the NUCLEUS’s files are current. Street addresses are required for shipping. Affiliates     planning to change any of their contact information must update their contact information via the Back Office function of the Affiliate’s www.thenucleusproject.org  Replicated Website. To guarantee proper delivery, two weeks advance notice must be provided to NUCLEUS on all changes.

4.2 — Continuing Development Obligations

4.2.1 — Ongoing Training

Any Affiliate who enrolls another Affiliate into NUCLEUS must provide a bona fide assistance and training to ensure that his or her downline is operating their NUCLEUS business. Affiliates must have ongoing contact and communication with the Affiliates in their Downline Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline Affiliates to NUCLEUS meetings, training sessions, and other functions. Upline Affiliates are also responsible to motivate and train new Affiliates in NUCLEUS product knowledge, effective sales techniques, the NUCLEUS Rewards Program, and compliance with the Policies and Procedures. Communication with and the training of downline Affiliates must not, however, violate Section 3.2 (regarding the development of Affiliate-produced sales aids and promotional materials).

Affiliates should monitor the Affiliates in their Downline Organizations to ensure that downline Affiliates do not make improper product or business claims, or engage in any illegal or inappropriate conduct.

4.2.2 — Increased Training Responsibilities

As Affiliates progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the NUCLEUS program. They will be called upon to share this knowledge with lesser-experienced  Affiliates within their organization.

4.2.3 — Ongoing Sales Responsibilities

Regardless of their level of achievement, Affiliates have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers.

4.3 — Non-disparagement

NUCLEUS values your constructive criticisms and comments. All such comments should be submitted in writing to our Corporate Office. While NUCLEUS welcomes constructive input, negative comments and remarks made in the field by Affiliates about the Company, its products or services, or Rewards Program serve no healthy purpose. For this reason, and to set the proper example for their downline, Affiliates must not disparage NUCLEUS, other NUCLEUS Affiliate’s, NUCLEUS’s products or services, the Rewards Program, or NUCLEUS’s directors,officers, or employees.

4.4 — Providing Documentation to Applicants

Affiliates must provide the most current version of the Policies and Procedures and the Rewards Program to individuals whom they are enrolling to become Affiliates before the applicant enters into an Affiliate Agreement, or ensure that such individuals have online access to these materials.  The current version of the Policies and Procedures is available for printing and reading at the Company’s official web site.

SECTION 5 — SALES REQUIREMENTS

5.1 — Product Sales

The NUCLEUS Rewards Program is based upon the sale of NUCLEUS products and services to end consumers. Affiliates must fulfill personal retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. The following sales requirements must be satisfied for Affiliates to be eligible for commissions:

• Affiliates must satisfy the Business Volume requirements to fulfill the requirements associated with their rank as specified in the NUCLEUS Rewards Program. “Personal Volume” includes purchases made by the Affiliate and purchases made by the Affiliate’s personal customers.
• At least 70% of an Affiliate’s total monthly business volume must be sold to personal retail customers.
• Affiliate must develop or service at least 5 customers every month.

SECTION 6 — BONUSES AND COMMISSIONS

6.1 — Bonus and Commission Qualifications

An Affiliate must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as an Affiliate complies with the terms of the Agreement, NUCLEUS shall pay commissions to such Affiliate in accordance with the Rewards Program. Bonus and commission Payment will be made through select e-wallet system(s) and deposited upon each months end.

Commission due amount must be equal to or in excess of $100.00 USD to qualify for withdrawal.

6.2 — Adjustment to Bonuses and Commissions

Affiliates receive bonuses and commissions based on the actual sales of products to end consumers. When a product is returned to NUCLEUS for a refund or is repurchased by the Company, the bonuses and commissions 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 commission is recovered, from the Affiliates who received bonuses and commissions on the sales of the refunded products. In the event that any such Affiliate terminates his or her Affiliate Agreement, and the amounts of the bonuses or commissions attributable to the returned products have not yet been fully recovered by the company, the remainder of the outstanding balance may be set off against any amounts owed to the terminated Affiliate pursuant to Section 7.3.

6.3 —Reports

All information provided by NUCLEUS in online, printed or telephonic reports, including but not limited to personal and group sales volume (or any part thereof), downline enrolling activity, and order information is believed to be accurate and reliable. Nevertheless, due to various factors including the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; returned products; credit card and electronic check charge backs; the information is not guaranteed by NUCLEUS or any persons creating or transmitting the information. ALL SUCH INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NUCLEUS AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY AFFILIATE OR ANYONE ELSE FOR ANY DIRECT, INDIRECT,CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO SUCH INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF NUCLEUS OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NUCLEUS OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

Access to, and use of, NUCLEUS’s online and telephone reporting services and the reliance upon such information are at your own risk. All such information is provided to you “as is.” If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to NUCLEUS’s online and telephone reporting services and your reliance upon the information.

SECTION 7 —PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE

7.1 — Product Guarantee and Rescission

Our Social, Premium and Elite product packages all come with a 100% 7 day money back guarantee.

NUCLEUS offers a 100% 30-day money-back satisfaction guarantee (less shipping charges) to all Affiliate Customers and Affiliates on nutritional and personal care products. If for any reason an Affiliate Customer or Affiliate is dissatisfied with any nutritional or personal care product sold by NUCLEUS, the purchaser may return the product within 30 days of purchase for a full refund of the purchase price and sales taxes.  Shipping charges are not included in this guarantee and will not be refunded.

Affiliate Customers and Affiliates who purchased the products directly from NUCLEUS may return the products to the Company for the refund.  Retail customers who purchased the products from an Affiliate’s inventory shall return the products to the Affiliate.  Affiliates who sell nutritional or personal care products to retail customers are bound to honor this guarantee.

7.2 — State and Federal Rescission Rights for Retail Customers

In addition to the foregoing product guarantee, retail customers who purchase products from an Affiliate’s inventory also have rescission rights under State and Federal door-to-door sales laws and various resellers’ laws as per the country of residence of the customer.  Any such retail customer who makes a purchase of $25.00 or more has three business days (5 business days for Alaska residents and 15 business days for North Dakota residents aged 65 or older) after the sale or execution of a contract to cancel the order and receive a full refund consistent with the cancellation notice on the order form or sales receipt.  When an Affiliate makes a sale or takes an order from a retail customer who cancels or requests a refund within the 3 business day period (5 days for Alaska residents and 15 days for North Dakota residents aged 65 or older), the Affiliate must promptly refund the customer’s money as long as the products are returned to the Affiliate in substantially as good condition as when received.Affiliates must verbally inform customers of their right to rescind a purchase or an order within 3 business days (5 days for Alaska residents and 15 days for North Dakota residents aged 65 or older), and ensure that the date of the order or purchase is entered on the order form.  All retail customers must be provided with two copies of an official NUCLEUS sales receipt at the time of the sale.  The back of the receipt provides the customer with written notice of his or her rights to cancel the sales agreement.

7.3 — Refund of Sales Aids and Product Inventory Upon Cancellation of the Agreement

Upon cancellation of an Affiliate’s Agreement, the Affiliate may return products and sales aids for a refund.  In order to receive a refund from NUCLEUS pursuant to this policy, the following requirements must be met:

• The items being returned must have been personally purchased by the Affiliate from NUCLEUS (purchases from other Affiliates or third parties are not subject to refund);
• The items must be in Resalable condition (see Definition of “Resalable” below); and
• The items must have been purchased from NUCLEUS within one year prior to the date of cancellation.

Upon receipt of Resalable products and sales aids, the Affiliate will be reimbursed 90% of the net cost of the original purchase price(s).  Shipping and handling charges incurred by an Affiliate when the products or sales aids were purchased, and return shipping fees, will not be refunded.  If the purchases were made through a credit card, the refund will be credited back to the same account.  If an Affiliate was paid a bonus or commission based on a product(s) that he or she purchased, and such product(s) is subsequently returned for a refund, the bonus and/or commission that were paid to the Affiliate based on that product purchase will be deducted from the amount of the refund.

Products and Sales aids shall be deemed “Resalable” if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; and 4) they are returned to NUCLEUS within one year from the date of purchase.  Any merchandise that is clearly identified at the time of sale as nonreturnable discontinued, or as a seasonal item, shall not be Resalable.  www.thenucleusproject.org  Replicated Website fees are not refundable except as required by applicable state law.

7.3.1 — Montana Residents

A Montana resident may cancel his or her Affiliate Agreement within 15 days from the date of enrollment and receive a 100% refund for all fees paid and products or services purchased prior to the date of cancellation.

7.4 — Procedures for All Returns

The following procedures apply to all returns of products under Section 7.1 for refund, repurchase, or exchange:

• All merchandise must be returned by the Affiliate or customer who purchased it directly from NUCLEUS.
• All products to be returned must have a Return Authorization Number which is obtained by calling the Affiliate Services Department.  This Return Authorization Number must be written on each carton returned.
• The return is accompanied by the original packing slip, a completed and signed Product Return Form, and the unused portion of the product in its original container.
• 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 NUCLEUS shipping pre-paid.  NUCLEUS does not accept shipping-collect packages.  The risk of loss in shipping for returned product shall be on the Affiliate.  If returned product is not received by the Company’s Distribution Center, it is the responsibility of the Affiliate to trace the shipment.
• If an Affiliate is returning merchandise to NUCLEUS that was returned to him or her by a personal retail customer, the product must be received by NUCLEUS within ten (10) days from the date on which the retail customer returned the merchandise to the Affiliate, and must be accompanied by the sales receipt the Affiliate gave to the 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 8 — DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

8.1 — Disciplinary Sanctions

Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Affiliate that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the Affiliate’s NUCLEUS business), may result, at NUCLEUS’s discretion, in one or more of the following corrective measures:

• Issuance of a written warning or admonition;
• Requiring the Affiliate to take immediate corrective measures;
• Imposition of a fine, which may be withheld from one or more bonus and commission checks;
• Loss of rights to one or more bonus and commission checks;
• NUCLEUS may withhold from an Affiliate all or part of the Affiliate’s bonuses and commissions during the period that NUCLEUS is investigating any conduct allegedly violate the Agreement. If an Affiliate’s business is canceled for disciplinary reasons, the Affiliate will not be entitled to recover any commissions withheld during the investigation period;
• Suspension of the individual’s Affiliate Agreement for one or more pay periods;
• Transfer or removal of some or all of a Affiliate’s downline Affiliates from the offending Affiliates Downline Organization;
• Involuntary termination of the offender’s Affiliate Agreement; or,
• Any other measure expressly allowed within any provision of the Agreement or which NUCLEUS deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Affiliate’s policy violation or contractual breach.

In situations deemed appropriate by NUCLEUS, the Company may institute legal proceedings for monetary and/or equitable relief

8.2 — Grievances and Complaints

When an Affiliate has a grievance or complaint with another Affiliate regarding any practice or conduct in relationship to their respective NUCLEUS businesses, the complaining Affiliate should first report the problem to his or her Enroller who should review the matter and try to resolve it with the other party’s Enroller. If the matter cannot be resolved, it must be reported in writing to the Corporate Office at the Company. The Corporate Office will review the facts and attempt to resolve it.

8.3 – Mediation

Prior to instituting an arbitration as provided in Section 8.4 below, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation.  One individual who is mutually acceptable to the parties shall be appointed as mediator.  The mediation shall occur within 60 days from the date on which the mediator is appointed.  The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties.  Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation.  Each party shall pay its own attorney’s fees, costs, and individual expenses associated with conducting and attending the mediation.  Mediation shall be held in the City of Johnston, Rhode Island and shall last no more than two business days.

8.4 — Arbitration

If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration.  The Parties waive all rights to trial by jury or to any court.  The arbitration shall be filed with, and administered by, the American Arbitration Association (“AAA”) or JAMS under their respective rules and procedures. The Commercial Arbitration Rules and Mediation Procedures of the AAA are available at the AAA’s website at www.adr.org.  The Streamlined Arbitration Rules & Procedures of JAMS are available at the JAMS website at www.jamsadr.com. Copies of the AAA’s Commercial Arbitration Rules and Mediation Procedures or JAM’s Streamlined Arbitration Rules & Procedures will be emailed to Affiliates upon request to NUCLEUS Corporate Offices.

Notwithstanding the rules of the AAA or JAMS, the following shall apply to all Arbitration actions:

• The Federal Rules of Evidence shall apply in all cases;
• The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
• The parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
• The arbitration shall occur within 180 days from the date on which the arbitrator is appointed, and shall last no more than five business days; and
• The parties shall be allotted equal time to present their respective cases, including cross-examinations.

All arbitration proceedings shall be held in Johnston, Rhode Island. There shall be one arbitrator selected from the panel that the Alternate Dispute Resolution service provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.  The arbitration shall occur within 180 days of the date on which the arbitration is filed, and shall last no more than five (5) business days.  The parties shall be allotted equal time to present their respective cases.  The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction.  This agreement to arbitrate shall survive the cancellation or termination of the Agreement.

The parties and the arbitrator shall maintain the confidentiality of the entire arbitration process and shall not disclose to any person not directly involved in the arbitration process:

• The substance of, or basis for, the controversy, dispute, or claim;
• The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;
• The terms or amount of any arbitration award; or
• The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent either party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect its intellectual property rights and/or to enforce its rights under the non solicitation provision of the Agreement.

8.5 — Governing Law, Jurisdiction and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside in Johnston, Rhode Island. The Federal Arbitration Act shall govern all matters relating to arbitration, although each party to any arbitration shall have all discovery rights as specified by the Federal Rules of Civil Procedure. The law of the State of Wyoming shall govern all other matters relating to or arising from the Agreement.

8.5.1 – Louisiana Residents

Notwithstanding the foregoing, and the mediation and arbitration provisions in Sections 8.3 and 8.4, residents of the State of Louisiana shall be entitled to bring an action against NUCLEUS in their home forum and pursuant to Louisiana law.

SECTION 9 — ORDERING AND PAYMENT

9.1 — Affiliate Customers

Affiliates are encouraged to promote NUCLEUS’s Affiliate Customer Program to retail customers.Under the Affiliate Customer Program, an individual may sign up to have a pre-selected package of NUCLEUS products automatically delivered directly to his or her home or office each month. Affiliate Customers agree to automatically purchase NUCLEUS products or services each month.

9.2 — Purchasing NUCLEUS Products and Services

Each Affiliate should purchase his or her products and services directly from NUCLEUS. If an Affiliate purchases products or services from another Affiliate or any other source, the purchasing Affiliate will not receive the Business Volume that is associated with that purchase.

9.3 — Returned Checks

All checks returned by an Affiliate’s bank for insufficient funds will be re-submitted for payment. A $35.00 returned check fee will be charged to the account of the Affiliate. After receiving a returned check from a customer or an Affiliate, NUCLEUS may require all future orders to be paid by Credit Card, money order or cashier’s check. Any outstanding balance owed to NUCLEUS by an Affiliate for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks.

9.4 — Restrictions on Third Party Use of Credit Cards and Checking Account Access

Affiliates shall not permit other Affiliates or customers to use his or her credit card, or permit debits to their checking accounts, to enroll or to make purchases from the company.

SECTION 10 — INACTIVITY AND CANCELLATION

10.1 — Effect of Cancellation

So long as an Affiliate remains active and complies with the terms of the Affiliate Agreement and these Policies and Procedures, NUCLEUS shall pay commissions to such Affiliate in accordance with the Rewards Program.  An Affiliate’s bonuses and commissions constitute the entire consideration for the Affiliate’s efforts in generating sales and all activities related to generating sales (including building a Marketing Organization).  Following an Affiliate’s non-renewal of his or her Affiliate Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her Affiliate Agreement (all of these methods are collectively referred to as “cancellation”), the former Affiliate shall have no right, title, claim or interest to the Marketing Organization which he or she operated, or any commission or bonus from the sales generated by the organization.  An Affiliate whose business is cancelled will lose all rights as an Affiliate.  This includes the right to sell NUCLEUS products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Affiliate’s former Marketing Organization.  In the event of cancellation, Affiliates agree to waive all rights they may have, including but not limited to property rights, to their former Marketing Organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Marketing Organization.

Following an Affiliate’s cancellation of his or her Affiliate Agreement, the former Affiliate shall not hold himself or herself out as a NUCLEUS Affiliate and shall not have the right to sell NUCLEUS products or services.  An Affiliate whose Affiliate Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

10.2 — Cancellation Due to Inactivity

Affiliates who, during a pay period, personally produce less than the minimum Personal Volume requirement set forth in the Rewards Program, will not receive a commission for the sales generated through their marketing organization for that pay period. If an Affiliate has not fulfilled his or her personal sales requirements for a period of three (3)consecutive calendar months (and thus become “inactive”), his or her Affiliate Agreement shall be canceled for inactivity. The cancellation will become effective on the day following the last day of the third month of inactivity. Written confirmation of the cancellation will not be provided by NUCLEUS.

10.3 — Involuntary Cancellation

An Affiliate’s violation of any of the terms of the Agreement, including any amendments that maybe made by NUCLEUS in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of his or her Affiliate Agreement. Cancellation shall be effective on the date on which written notice is mailed, return receipt requested, to the Affiliate’s last known address, or when the Affiliate receives actual notice of cancellation, whichever occurs first.

NUCLEUS reserves the right to terminate all Affiliate Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling.

10.4 — Voluntary Cancellation

A participant in this network-marketing plan has a right to cancel at any time, regardless of reason.Cancellation must be submitted in writing to the company at its principal business address. The written notice must include the Affiliate’s signature, printed name, address, and Affiliate I.D.Number. If an Affiliate has an Auto-Ship Agreement, the Affiliate’s Auto-Ship Agreement shall automatically terminate.

10.5 — Non-renewal

An Affiliate may also voluntarily cancel his or her Affiliate Agreement by failing to renew it on its anniversary date.  The Company may also elect not to renew an Affiliate’s Agreement upon its anniversary date.

At the sole discretion of NUCLEUS the failure to renew on the one year anniversary date can result in termination and loss of access and privileges associated will any and all aspects of NUCLEUS membership.

SECTION 11 — DEFINITIONS

Active Affiliate — An Affiliate who satisfies the minimum Personal Volume requirements, as set forth in the NUCLEUS Rewards Program, to ensure that he or she is eligible to receive bonuses and commissions.

Affiliate Customer — A customer who has executed a NUCLEUS Affiliate Customer Agreement and who agrees to automatically purchase NUCLEUS products or services each calendar month.

Agreement — The contract between the Company and each Affiliate includes the Affiliate Application and Agreement, the NUCLEUS Policies and Procedures, the NUCLEUS Rewards Program, and the Business Entity Form (where appropriate), all in their current form and as amended by NUCLEUS in its sole discretion. These documents are collectively referred to as the “Agreement.”

Business Entity — A corporation, partnership, trust, limited liability Company, or other type of entity.

Business Entity Registration Form — A supplemental form that all Business Entities must submit with the Affiliate Agreement when enrolling as a NUCLEUS Affiliate.

Cancel — The termination of an Affiliate’s business. Cancellation may be either voluntary, involuntary, through non-renewal or inactivity.

Commission-able Products and Services — All NUCLEUS products and services on which commissions and bonuses are paid. Sales aids are not commission-able products.

Company — The term “Company” as it is used throughout the Agreement means The Nucleus Project

Downline —See “Marketing Organization” below.

Downline Activity Report — A report generated by NUCLEUS that provides critical data relating to the identities of Affiliates, sales information, and enrollment activity of each Affiliate’s Marketing Organization. This report contains confidential and trade secret information, which is proprietary to NUCLEUS.

Downline Leg — Each one of the individuals enrolled immediately underneath you and their respective marketing organizations represents one “leg” in your marketing organization.

End Consumer — A person who purchases NUCLEUS products or services for the purpose of personally using them rather than for resale to someone else.

Immediate Household — Heads of household and dependent family members residing in the same house.

Independent NUCLEUS Website — An Affiliate’s NUCLEUS-approved personal website that is hosted on non-NUCLEUS servers and has no official affiliation with NUCLEUS.

Level — The layers of downline Affiliates in a particular Affiliate’s Marketing Organization. This term refers to the relationship of an Affiliate relative to a particular upline Affiliate, determined by the number of Affiliates between them who are related by sponsorship.  For example, if A sponsors B, who sponsors C, then C is on A’s second level.

Marketing Organization — The Affiliate Customers and Affiliates sponsored below a particular Affiliate.

Official NUCLEUS Material — Literature, audio or video tapes, CDs, DVDs, literature, audio or video tapes, CDs, DVDs, files, and other materials developed, printed, published and distributed by NUCLEUS to Affiliates.

Personal Production — Moving product to an end consumer for personal use.

Personal Volume (PV) — The commissionable value of products and services sold in a calendar month: (1) by the Company to an Affiliate; and (2) by the Company to the Affiliate’s personally enrolled Affiliate Customers.

Rank — The “title” that an Affiliate has achieved pursuant to the NUCLEUS Rewards Program.

Recruit — For purposes of NUCLEUS’s Conflict of Interest Policy (Section 3.9), the term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another NUCLEUS Affiliate or Affiliate Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.  This conduct constitutes recruiting even if the Affiliate’s actions are in response to an inquiry made by another Affiliate or Affiliate Customer.

Resalable — Products and sales aids shall be deemed “resalable” if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged;3) the product and packaging are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) products are returned to NUCLEUS within one year from the date of purchase; 5) the product expiration date has not elapsed; and 6) the product contains current NUCLEUS labeling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.  Notwithstanding the foregoing, unused or unsold DIGITAL PRODUCTS (SUBSCRIPTIONS) are refundable pursuant to this policy provided they were purchased within ninety (90) DAYS of the date of the cancellation of the Agreement.

Retail Customer — An individual who purchases NUCLEUS products or services from an Affiliate or through the Affiliate’s www.thenucleusproject.org Replicated Website.

Social Media — Any type of online media that invites, expedites or permits conversation, comment, rating, and/or user generated content, as opposed to traditional media, which delivers content but does not allow readers/viewers/listeners to participate in the creation or development of content, or the comment or response to content.  Examples of Social Media include, but are not limited to, blogs, chat rooms, Facebook, Myspace, Twitter, LinkedIn, Delicious, Pinterest, and YouTube.

thenucleusproject.org — A replicated website system that NUCLEUS makes available for its Affiliates      to use in support of their independent NUCLEUS businesses.  The $30.00 subscription fee for thenucleusproject.org shall be paid upon joining.  The annual renewal fee of $20.00 will be paid on the anniversary of the Affiliate’s membership.

Upline — This term refers to the Affiliate or Affiliates above a particular Affiliate in a sponsorship line up to the Company. Conversely stated, it is the line of Affiliates that links any particular Affiliate to the Company.

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