1. APPLICANT applies for authorization as an Authorized Wholesaler in JC’ S Compensation Plan Program. The application is deemed approved upon issuance of Authorized Wholesaler Identification Number (ID-IN) and its corresponding activation code for the APPLICANT. There shall be no implied approval of application. JC reserves the right to accept or reject any application for any reason as it may deem appropriate, in accordance with the terms and conditions set forth in the JC Policies and Procedures, as such now exist or may hereafter be amended.

2. Upon payment of JC Online Package/Franchise Fee, issuance of ID-IN and submission of complete documents as may be required, the APPLICANT shall be entitled with JC freebies products. A set of products shall be given to the APPLICANT. None of these items are transferrable and not convertible into cash. These items may be availed of only by the APPLICANT and shall be issued only in the name of the APPLICANT.

3. Upon receipt by JC of payment as JC Online Package/Franchise, the APPLICANT shall be deemed to have completed the application stage and shall be considered as Authorized Wholesaler by JC. Thereafter, the Authorized Wholesaler shall be authorized to sell, deal with and perform all acts of Authorized Wholesaler of JC products. Within five (5) days from the issuance of the ID-IN, the Authorized Wholesaler must complete his/her registration as Authorized Wholesaler thru JC website at https://www.jcpremiere.com.

4. Authorized Wholesaler’s inactive account for a period of one year shall give JC the right to automatically cancel or terminate his/her distributorship.

5. Authorized Wholesaler has read and agrees to be bound by the terms and conditions contained in this application form which shall likewise serve as “Distributorship Agreement” between the parties upon signing of (a) this Application Form; and (b) the JC Compensation Plan; (c) JC’S Policies and Procedures, both of which are incorporated herein by reference and made a part hereof for all purposes. JC reserves the right to change the Compensation Plan and the Policies and Procedure in its sole discretion at any time, and Authorized Wholesaler agrees to bound by such changes

6. Authorized Wholesaler is an independent contractor under the terms of this agreement and not an agent, employee, or legal representative of his/her sponsor or JC, and will in no way represent him/herself as such. As such, Authorized Wholesaler has no power to bind JC to any obligation and APPLICANT is solely responsible for all applicable income, sales, social security, unemployment or other taxes, licenses and free arising out of Authorized Wholesaler activities hereunder.

7. Authorized Wholesaler will not produce, promote, or use materials of any kind describing JC names, programs, and products and trademarked, copyrighted, or otherwise except as may be permitted in JC policies.

8. Authorized Wholesaler shall have the duty to supervise and train any applicants that he/she may sponsor. Authorized Wholesaler shall accurately and completely explain JC’S program when presenting them to others.

9. The Authorized Wholesalers undertakes to make clear and reiterate in any presentation the following: (a) that no earnings are guaranteed by JC or its programs; (b) no Authorized Wholesaler will earn money solely by sponsoring; (c) commissions are based on products sales; (d) that there are no exclusive territories for Authorized Wholesalers in the program.

10. Authorized Wholesaler fully understands that compensation shall only be paid based on sales of product packages to consumer and users as defined in the Policies and in the Company’s Compensation Plan.

11. The rights granted to the Authorized Wholesaler hereunder is not transferrable. Any sale or assignment of this Agreement of Authorized Wholesalership shall be void, not binding upon JC and shall not be honoured by the latter.

12. The Authorized Wholesaler hereby represents that he/she is of legal age, and qualified, capable and complement to undertake any of the obligations of the Authorized Wholesaler as set forth herein and in the Policies and Procedures.

13. The Authorized Wholesaler undertakes to keep confidential all information it obtained by reason of, arising from and in relation to JC’S products, including sales group genealogy.

14. Venue and jurisdiction for any action pertaining to this Agreement or any disagreement or claim between the parties hereto shall be filed and heard in the courts of San Juan City Philippines only.

15. JC reserves the right to cancel or terminate any Authorized Wholesaler for cause as such is defined in the policies.

16. A minimum purchase of one product package is necessary to become a Authorized Wholesaler.

17. In accordance with banking practices, checks issued to the Dealer must be claimed and negotiated within six (6) months from date of issuance, thereafter which, the Dealer has to pay a minimal fee for check reissuances. However, if a check remains unclaimed for a period of one (1) year any amount due hereunder shall be deemed forfeited.

18. Authorized Wholesaler shall not join other multi – level marketing or engage in direct-selling activities that offer products that are similar to or in competition with the JC Products. Violation of these conditions shall be a ground for outright termination of Authorized Wholesaler’s membership and automatic deactivation of his/her account/s.

19. Any and all notices required or permitted under this Contract shall be written in English and shall be delivered to the party by electronic mail address indicated by the Authorized Wholesaler in the Application Form. The Authorized Wholesaler shall notify JC in writing of any changes to the said electronic mail address. All notices sent to the said electronic mail address are deemed to have been received within 24 hours from the date and time the same sent. For this purpose, it shall be the duty of the Authorized Wholesaler to ensure that the given electronic mail address is working, activated, kept and maintained throughout the Term of this Agreement. The Authorized Wholesaler is estopped from denying receipt of notices by reason of non-receipt on notices due to deactivated email address of any similar reason.

20. The Authorized Wholesaler represents and warrants that he/she is fully aware of his/her responsibilities under this Agreement and under the law. He or She recognizes JC’S goodwill and reputation are essential to its business. As such, Authorized Wholesaler shall not make or publish any remarks or comments, written or verbal, that tend to malign, defame, or dishonour the JC its stockholders, directors, officers, employees and agents or discredit any of the JC‘S products. Should the Authorized Wholesalers make any such statement or comment in social, print, video, radio, television or any other form of medium against JC, the latter shall have a ground to automatically terminate the Authorized Wholesaler’s membership and deactivate his/her account/s without prejudice to the institution of appropriate actions against him/her.

This is the company policies, rules and regulations of JC Premiere Business International Inc. ("the Company") that would govern the transactions and any business dealings involving the products of the Company, by and among the members, Authorized Wholesalers, clients of the Company and such other related matters.

This Company Policy, Rules and Regulations (the "Company Policy") form an integral part of the contract of each Authorized Wholesaler with the Company. As such, each Authorized Wholesaler is expected to have read and understood the contents of this Company Policy. Further, each Authorized Wholesaler is required to familiarize himself with the Company Policy as part of his obligations as Authorized Wholesaler of the Company products.

Authorized Wholesalers are strictly required to observe the terms and conditions embodied in this Company Policy. Any violation of these rules would be meted with appropriate penalties, including automatic cancellation/termination/deactivation of accounts and/or membership depending on the gravity of the violation committed. Upon deactivation of the account, the Authorized Wholesaler shall be given a period of three (3) days to clarify in writing the issues pertaining to the ground/s for the cancellation/termination/deactivation. Authorized Wholesaler's failure to submit the required clarificatory letter shall be construed as waiver of his/her right to be heard that would merit the permanent cancellation/termination/ deactivation of his/her account/s or membership.

THIS COMPANY POLICY MAY BE AMENDED, REVISED OR MODIFIED IN WHOLE OR IN PART WITHOUT NEED OF CONSENT OF THE Authorized Wholesalers.

PART I. COMPANY POLICY

I. DEFINITION OF TERMS

This definition of terms applies to all contractual arrangements between the Company and the Authorized Wholesaler as well as in the literature and other product promotional materials, unless the context otherwise requires, the following words or phrases shall have the meaning ascribed to them:

“PPV” - Product Purchase Voucher

"5th Pair" - every 5th sales match of the Authorized Wholesaler will entitle said Authorized Wholesaler to Php 1,500.00 worth of Products Points in PPV Form.

"Applicant" - a person who has expressed his intention to be a Authorized Wholesaler of the products and has filled-out and submitted the duly accomplished Application Form to the Company's authorized agent.

"Application Form" - a form provided by the Company to be filled out by interested Applicant.

"Business Center" - a venue where the Business Center Owner deals business transactions involving the products, including the holding of seminars, trainings and direct selling of the products.

"Company" - means JC Premiere Business International Inc.

"Confidential Information" - means all information, written or oral, furnished by the Company to the Authorized Wholesaler, whether such information is prepared by or obtained from the Parties, their clients, partners, advisors or otherwise, together with business plans, financial statements, analyses, compilations, Product literature, studies or other documents prepared by and/or received from the Company, its partners, agents, employees or representatives (including without limitation attorneys, accountants, analysts and product advisors) which contain or otherwise reflect such information.

"Crossline" – any Registered Authorized Wholesaler of the company that does not belong to your line of Business, not being the Authorized Wholesaler’s upline or downline and belongs to another team or organization other than the Authorized Wholesaler’s original line of business.

"Direct Sponsored Downline" - a person directly invited by a sponsor to avail at least one product package offered by the company to become a Authorized Wholesaler.

"Authorized Wholesaler's Online Portal" - this is the website where the Authorized Wholesalers may view, manage and monitor his account and its history and other account information.

“Dormancy” – the process by which a Authorized Wholesaler voluntarily ceased to be active (i.e. no purchase of products; not allowed to conduct or attend company presentations, training and events; not allowed to visit the head office or any of its branches, business/training centers and the like) for a period of 180 days.

"Downline" - a sponsored authorized wholesaler who eventually formed part of the network of the sponsor or upline, either directly sponsored by the latter or not.

“Inactive Account(s)” – an account or accounts of a Authorized Wholesaler which has not been engaged in any sales activity (i.e. sponsoring new downlines or purchasing products) for an aggregate period of 180 days.

“Joint Account(s)” – an account owned by two or more Authorized Wholesalers which shall only be eligible for cash incentives.

“MMPP” – Monthly Maintenance Product Points

"Owner, Business Center" - a person contractually authorized by the Company to establish a Business Center for purposes of promoting and selling the products and conducting seminars and trainings thereat.

"Authorized Wholesaler(s)" - a person who submitted an Application Form, which has been duly evaluated, determined by the Company to be qualified as a Authorized Wholesaler and whose application has been approved by the Company, which includes Business Center Owner. While having the right to non-exclusively distribute the products of the Company. It is understood that he is not an agent, employee or legal representative of his/her Sponsor or the company. "Premiere Sales Opportunity" - this is a seminar conducted by the Company, which is focused on how to get started. This is the marketing plan presentation where the Global Package, Benefits, products and Compensation Plan is discussed.

“Price”

"Authorized Wholesaler's Price" - the price of products fixed exclusively for the Authorized Wholesalers.

"Suggested Retail Price" - the selling price set for customers. "Product Package" - this is a set of JC products that should be availed to become a Authorized Wholesaler of the company. Products included in the package may vary quarterly or semi-annually as part of promotional activities.

"Products" - means the items, articles, merchandise and products produced and manufactured under the product label of "JC" which includes 4Green, Calvit – C, Kape Supremo, Premiere Green Tea, Glutafit, HiLife Juice, Organic Barley Capsule, Organic Barley Juice, Good Leaf K-Pod Morning Blend, Good Leaf K-Pod Smooth Blend,Good Leaf Ashitaba Coffee Classic, Good Leaf Ashitaba Coffee Mocha, Good Leaf Ashitaba Capsule, Omni White Soap, Omni White Kojic Soap, Omni White Cream, Omni White Pinkish Cream, Omni White Toner, Omni White BB Cream, Omni White Lotion, Omni White Scrub, Omni White Bubble Cleanser, Omnifit, Omni White CC Cushion, K-Pads Day, K-Pads Night, K-Pads Panty Liner, Nature’s Own Shampoo, Nature’s Own Conditioner, Nature’s Own Toothgel and Mini Me Diaper and such other products as may be introduced or produced by the Company from time to time.

“Re-Entry Program” – the process by which a Authorized Wholesaler of the company is given the clearance to transfer to any sponsor, group, or organization within the company other than his original sponsor or line of business bounded by the company policy. Re-entry program requires a Authorized Wholesaler to “purchase” a new package to signify entry and the latter may choose either to join in his previous line of business, sponsor, or upline or to a new sponsor, group or line of business provided that the line he will belong to does not have any waiting accounts or unpaired accounts under his new line of business, and the pending financial obligation from the previous line of business or direct sponsor have been met or satisfied.

"Safety Net" - the safety measure in the Sales Match System, wherein a Authorized Wholesaler will only be paid for a maximum of ten (10) sales match per day. This mechanism is followed to balance the methods of earning through membership of new Authorized Wholesalers and direct sales of products.

"Sales Organization" - this consists of the Authorized Wholesalers' organization or Sales Group which includes the entirety of the Authorized Wholesalers' Downline.

"Sales Group" - a Authorized Wholesaler may have two (2) sales groups when he starts his network under one account; the left sales group and the right sales group. For each Sales Group, the Authorized Wholesaler may have as many Downlines as he can manage.

"Sponsor" - a Authorized Wholesaler who introduces and registers a person to the Company, who eventually becomes a Authorized Wholesaler by virtue of the Company's acceptance of the Authorized Wholesaler's application. Sponsors are commonly known as "Direct Uplines". A sponsor is responsible for training and supporting his Downlines in the conduct of business.

"Unauthorized Re-sponsoring" - an act by a Authorized Wholesaler of transferring a person from one Authorized Wholesaler's Organization to another, which is strictly prohibited under this Policy.

“Unauthorized Forms” – It is an act by which a Authorized Wholesaler misleads a potential Authorized Wholesaler in letting him affix his signature in the application form without clearly explaining the business model of the company, as well as without clearly indicating the purpose of signing the application form thereof. Every Authorized Wholesaler has the obligation to explain to the potential Authorized Wholesaler that affixing his signature to the aforementioned application form would constitute that he would become the legal sponsored downline of the latter. Failure to do so will merit strict sanctions and penalties.

II. APPLICATION AS AUTHORIZED WHOLESALER

2.1 WHO MAY APPLY. Any natural person at least eighteen (18) years of age who has not been convicted of any crime involving moral turpitude may become a Authorized Wholesaler. Applicants below the age of fifteen (15) years old may be accepted provided their application are with the consent of their parents. Any corporation, partnership or association, duly registered with the Securities and Exchange Commission (SEC) or its equivalent and legally authorized to do business in the Philippines may become a Authorized Wholesaler. In all instances, the Applicant must have capacity to enter into a contract in the Philippines and must comply with all the legal requirements under the Philippine laws.

2.2 APPLICATION PROCESS. To become a Authorized Wholesaler, the Applicant must follow the following procedure:

2.2.1 The Applicant must fill out the Application Form. With respect to application forms of applicants below the age of 15 years old, the same shall be accompanied by a consent form from their parents;

2.2.2 Once an Application form has been duly accomplished and signed, the applicant shall not be allowed to change his sponsor or choose another upline for a period of thirty (30) days notwithstanding the fact that no purchase has yet been made. After the lapse of said period, applicant may be allowed to change sponsorship provided no purchase has been made yet. The thirty-day-period prohibition shall be reckoned from the date appearing on the application form or any supporting documents signifying the applicant’s intention to be the under the sponsorship of the upline concerned, whichever comes first.

2.2.3 The Application Form will be evaluated by the Company;

2.2.4 The Applicant shall read in full and familiarize himself with the terms and conditions embodied in the Application Form and in this Policy.

2.2.5 Once the Application Form has been accomplished and duly approved, the Applicant signifies his unconditional acceptance of and assent to the terms and conditions contained in the Application Form and this Policy. Direct sponsors are obliged to explain to their new downlines or members the company policy substantially putting more emphasis on the prohibited acts, selling below the suggested retail price and other salient provisions of the policy.

2.2.6 To insure compliance with the foregoing provision, the Application Form shall be accompanied by an acknowledgement form signed by the new Authorized Wholesaler signifying that he has understood and shall abide by the company policy which must be submitted to the Company or its duly authorized representatives. Application Forms not received by the Company shall not be binding on the Company.

2.2.7 The Applicant becomes a full-fledged Authorized Wholesaler upon approval of his Application and completion of the foregoing procedure.

2.3 NUMBER OF ACCOUNTS ALLOWED. Authorized Wholesalers shall only be allowed a maximum of thirty one (31) paid accounts per name without regard to whether the same is a promo or regular account.

III. QUALIFICATIONS OF AUTHORIZED WHOLESALERS

3.1 Husband and wife may become individual Authorized Wholesalers. However, they will automatically be considered as one entity and should register under the same group such that the husband or the wife can only be an upline or downline of his or her spouse. Legally married spouses may not engage in different Groups (Crosslining) in conducting the business.

3.2 In instances where the spouses have already been previously registered under different groups, each spouse is required to transfer to the Sales Group where the spouse who either first signed the application form or joined the Company belongs. The spouses shall be given a period of thirty (30) days to transfer. All commissions, benefits or privileges earned by the transferring account should be withdrawn within the said period prior to the approval of the transfer. Once transfer is approved, any commission, benefits or privileges owing to said account will be voided and forfeited in favor of the company.

3.3 Pending transfer of the transferring spouse, he/she will not be permitted to have any pending downlines. Failure to transfer of one of the spouses within the period allowed shall give the Company the right to exercise its discretion to protect the interest of the Company.

3.4 The transfer contemplated under Section 3.2 above shall be completed upon the transferring spouse's purchase of another product package from a Sponsor in a group where he/she will transfer.

3.5 The spouses shall not be allowed to register under Sponsors from different groups. Any downlines created in violation of this rule shall be forfeited.

3.6 Partnerships, corporations or associations duly organized and recognized under Philippine laws may become a Authorized Wholesaler. The said entities must submit a letter of intent to become a Authorized Wholesaler together with the appropriate Secretary's Certificate (for corporations) authorizing the filing of Application, designation of the authorized representative for purposes of such application and authorizing the submission of pertinent documents as may be required by the Company.

3.7 Authorized Wholesaler who has been found guilty for violating Company Rules or Code of Ethical Standards and was sanctioned by a penalty of “Termination of Account” will likewise be applied to his or her spouse, child and parents who were also a Authorized Wholesaler.

IV. PRIVILEGES OF Authorized Wholesalers

4.1 As a Authorized Wholesaler of the Company products, the Authorized Wholesaler shall be authorized to engage into direct selling of the products.

4.2 As direct seller of the products, the Authorized Wholesaler shall be entitled to receive corresponding compensation, rebates, commissions and such other privileges as may be determined by the Company from time to time.

4.3 Privileges granted under this Section IV shall automatically cease to exist at the precise moment of the Authorized Wholesaler's termination or revocation of affiliation with the Company.

V. SPONSORING

5.1 Sponsors shall be responsible for their direct downlines. They shall ensure that their downlines are properly trained and familiar with the Company and its products, the terms and conditions of this Company Policy, the Company's Compensation Plan and his obligations, duties and responsibilities as Authorized Wholesaler, which includes, but not limited to the following:

Ensuring that the downline attends the required trainings and seminars;

Entertaining products enquiries and clarifications from the downline;

Advising and guiding the downline in respect of marketing and sales strategy;

Updating and inform their downlines of new Company issuances and policies.

5.2 The Sponsor may extend his sponsoring activities to any country where the Company has presence subject to the approval of the Company. However, Authorized Wholesalers are allowed to purchase products from any Business Center.

5.3 Additional Account - if an Authorized Wholesaler have an existing account and decided to avail an additional account, the sponsor of the additional Id number will be the under the sponsorship of his/her existing id number.

VI. EXCLUSIVITY

6.1 Authorized Wholesalers are prohibited from joining any other Direct Selling or multi- level marketing or engage in selling products that are similar to or in competition with the Company's products.

6.2 In the event that a Authorized Wholesaler is actively involved in a similar competing company, direct selling, or multi-level in nature, prior to the registration, he must show proof that he has nullified his involvement with these competing companies and is prohibited to entice or sponsor people from the latter. Failure to do so will merit applicable sanctions to protect the company and its Authorized Wholesalers.

VII. RELATIONSHIP AND REPRESENTATION

7.1 The Authorized Wholesalers are considered independent contractor for all intents and purposes. It is understood that he is not an agent, employee or legal representative of his/her Sponsor or the Company. The Authorized Wholesalers shall not, in any manner, represent himself as such.

7.2 Has no power to bind the Company to any obligation and he shall be solely responsible for all applicable income, sales, social security or other applicable taxes, licenses and fees arising out of his activities as such Authorized Wholesaler.

VIII. MANAGEMENT OF ACCOUNT

8.1 The Authorized Wholesaler shall be responsible for keeping the information in his accounts accurate. The Company has the right to terminate any account that is determined to contain inaccurate information.

8.2 The Authorized Wholesaler shall not employ any machination or manipulation, including but not limited to the use of dummies, in order to defeat the limitation set forth in Section 8.1 above. Any violation of this provision shall give the Company the right to automatically cancel and terminate the Authorized Wholesaler's account.

8.3 Authorized Wholesalers whose accounts have been inactive for an aggregate period of six months (180 days) shall be notified through email, text or social media that their accounts will be temporarily put on “hold”. To activate said account, they will need to purchase package that will earn at least 120 MMPP.

8.4 Reselling of existing accounts to any person is strictly prohibited regardless of whether the transferee belongs to the same group, crossline, upline, downline, relative or a complete stranger.

8.5 Transferring and renaming of account may be accomplished under the following conditions. If the account holder requests to have his account transferred and renamed, either only to his upline, direct sponsored downline or direct sponsored upline, a written letter of consent must be presented.

8.5.1 If the account holder is found to have committed violations in the company policy, which prompted cancellation/termination of the account, the Company reserves the right either to transfer the account to the direct sponsored upline or account ownership of the company.

8.6. Any account renamed and transferred to another Authorized Wholesaler will void all incentives (i.e. sales match points, dreams, lifestyle, cash incentives, commissions, Buy1Take1 privileges, and the likes).

8.7 The Company may allow the transfer of registration by reason of the Authorized Wholesaler's death. The transfer shall take effect upon the request of the legal heirs of the Authorized Wholesaler subject to the application of Philippine law on succession. The following transfer procedure shall be observed in case of death of the Authorized Wholesaler:

8.7.1 The legal surviving spouse, any legitimate child, or illegitimate child in the absence of legitimate children, parent or sibling in that order, shall have one year from the date of the Authorized Wholesaler’s Death to notify the company of such death;

8.7.2 The legal surviving spouse, any legitimate child, or illegitimate child in the absence of legitimate children, parent or sibling in that order, shall write a letter request for the transfer of registration of account of the deceased Authorized Wholesaler;

8.7.3 The letter-request shall be accompanied by certified true copy of death certificate, judicial or extra-judicial settlement of estate of the deceased Authorized Wholesaler, last will and testament (if the account is adjudicated in the will) and proof of relationship between the deceased Authorized Wholesaler and the legal heir;

8.7.4 The letter-request shall state in whose favor the account should be transferred;

8.7.5 The Company shall evaluate the request and may request for additional supporting documents to aid in processing the request;

8.7.6 The transferee shall step-in the rights of the deceased Authorized Wholesaler and assumes all his obligations as such Authorized Wholesaler. Any account transferred by reason of the Authorized Wholesaler’s death shall not void the account’s current income and incentives.

VII - A. JOINT ACCOUNTS

Authorized Wholesalers are given the privilege and may opt to register a joint account with fellow authorized wholesalers to maximize their earning capacity which shall be subject to the following terms and conditions;:

Account holders shall be required to submit a Memorandum of Agreement outlining the following;

Division of commission points earned

Provision for equal distribution of cash incentive

Other provisions they may deem appropriate

Joint accounts will only qualify for cash incentive.

IX. PROHIBITED ACTS

9.1 CHANGE OF SPONSOR. Any Authorized Wholesaler is not allowed to change Sponsor under any circumstances. In such instances, the Company has no obligation to honor subsequent registrations and will consider only the first registration as a valid registration.

In the event that the potential Authorized Wholesaler is invited and has already signed an application, even though that potential Authorized Wholesaler has not purchase a package that will satisfy completion of registration process, the signed application form will be honored for a period of three months, provided it does not fall under fraudulent acts whose aim is to let the potential Authorized Wholesaler sign the said application form known as “Unauthorized Forms”.

9.2 INVITATION TO TRANSFER. It is strictly prohibited to engage in any activity that involves the solicitation or invitation of, or otherwise motivating or encouraging any existing Authorized Wholesalers to transfer from one sales group to another in consideration of any kind of offer such as, but not limited to free slots, marketing support, financial support and others.

9.3 CROSSLINING. It is an act by which a registered Authorized Wholesaler of the company engages in any business transaction with other sponsors or upline not from his original line of business or organization, i.e. registration of account under another upline or different line of business. In case of violation, the errant Authorized Wholesaler is required to terminate the subsequent account under the different line of business. He shall not be entitled to carry over any privileges or incentives earned from the account to be terminated.

SPONSORING ACTIVE MEMBERS. Sponsoring active Authorized Wholesalers from his own sales group or from other groups or crosslines constitutes “Unauthorized Re-sponsoring” and is strictly prohibited.

9.5 BONUS BUYING. Bonus buying is strictly prohibited. The following acts constitute bonus buying:

Registration of certain individuals without his/or knowledge and/or accomplishment of Application Form without his/or consent.

Fraudulent registration of any individual as a Authorized Wholesaler without purchasing any package and without the knowledge and consent of such individual.

Registration or attempted registration of fictitious or non-existing individual/s as Authorized Wholesaler for purposes of qualifying for bonus, commissions or to avail of any privileges or promotions.

Any other ways or machinations by which strategic purchases are made to maximize commissions or bonuses when a Authorized Wholesaler does not have a bona-fide use for the products purchased.

9.6 Commission of any of the prohibited acts enumerated above shall merit proper sanctions, which may include, among others, outright termination of account.

X. INTELLECTUAL PROPERTY AND CONFIDENTIALITY AGREEMENT

10.1 The Authorized Wholesaler recognizes that the Company is the exclusive owner of all the Company's Intellectual Property in the products. The Authorized Wholesaler shall not challenge Company's ownership of such Intellectual Property and shall not do any act that may have detrimental effect to the Company's Intellectual Property.

10.2 The Authorized Wholesaler undertakes not to use or disclose to any other person or entities any of the Company's Confidential Information and will use only such Confidential Information (as defined in Section 1 hereof) in good faith and subject to any restrictions imposed by the Company as herein contained.

10.3 The Authorized Wholesaler's confidentiality undertaking under this Section shall survive the termination of the Authorized Wholesaler's account with the Company and shall remain in full force and effect perpetually.

XI. TERMINATION OF ACCOUNT

11.1 The Authorized Wholesaler’s authorization to distribute the Company’s products and packages is granted perpetually unless terminated voluntarily or involuntarily.

11.2 The Authorized Wholesaler may voluntarily terminate the distributorship upon his submission of written request withdrawing or pulling out his account from the Company. Termination under this clause is effective upon receipt of the written request or on the date stated in such written request.

11.3 The Company shall have the right to terminate the Authorized Wholesaler's account with the Company on the ground of violation of any provisions in this Company Policy, the terms and conditions embodied in the Application Form and the Company's Compensation Plan. Termination under this clause is effective upon actual receipt by the Authorized Wholesaler of the written notice of termination from the Company and retroacts to the day of the commission of the offense;

11.4 Authorized Wholesalers, whose account has been terminated, whether voluntarily or involuntarily, are prohibited to engage into multi-level marketing or direct selling activities that offer products that are similar to or in competition with the Company's products within a period of one (1) year from the date of termination.

11.5 The Authorized Wholesaler may voluntarily terminate his account(s). In the event that the Authorized Wholesaler desires to become active again either from the same line of business, group, or upline or transfer to another sponsor, group, or line of business, the latter may do so provided that the conditions mentioned on the Re-Entry process are met.

 

XII. RE-ENTRY 

It is the process by which a Authorized Wholesaler of the company is given the clearance to transfer to any sponsor, group, or organization within the company other than his original sponsor or line of business bounded by the company policy. Re-entry program requires a Authorized Wholesaler to “purchase” a new package to signify entry and the latter may choose either to join in his previous line of business, sponsor, or upline or to a new sponsor, group or line of business provided that the line he will belong to does not have any waiting accounts or unpaired accounts under his new line of business, and the pending financial obligation from the previous line of business or direct sponsor have been met or satisfied.

 

Notwithstanding the existing re-entry process, Authorized Wholesalers who have been inactive for a period of at least one (1) year reckoned from their last transaction shall be allowed to undergo the process of Re-entry and will only have to comply with the following procedure:

1. The Authorized Wholesaler must submit a Letter of Intent stating her desire and willingness to undergo the Re-entry process.
2. The Letter of Intent must state the following;
   1. The period of his/her inactivity and last transaction (year will be sufficient), if possible
   2. He/she must indicate whether he intends to stay in his previous sales group prior to their inactivity or then chosen sales group should he/she desire to change his  sales group, if ever the request for Re-entry is approved; 
   3. Outstanding obligation, if any
3. The request shall be evaluated and subject to the approval of the higher management.
4. Once approved, the Authorized Wholesaler must comply with the following conditions to complete the Re-entry process
   1. Fifty percent (50%) of the outstanding debts which are supported by documents, if any, must be paid and a post-dated check must be issued for the remaining half.
   2. Authorized Wholesalers who opt to stay in their previous sales group prior to their inactivity shall be given the option to retain their old accounts. In case he/she decides to change his sales group, his/her old account from his previous sales group shall be terminated and a new account shall be created for the purpose;
   3. There shall be no carry-over of points from old accounts to new accounts created under this process.

Authorized Wholesaler who qualifies under this category need not observe the dormancy period before they can transact business with the company. Once approval by the higher management is secured and after complying with the conditions attached thereto, Authorized Wholesalers under this category may now engage in distributorship activities.

XIII. FAITHFUL COMPLIANCE AND INDEMNITY UNDERTAKING

13.1 The Authorized Wholesaler shall faithfully comply with the Company Policy, Compensation Plan, terms and conditions embodied in the Application Form and the Company's Code of Conduct and Ethical Standards. Any violation of any of such rules and regulations and terms and conditions shall be meted with appropriate sanctions at the sole discretion of the Company depending on the gravity of the violation.

13.2 The Authorized Wholesaler holds the Company free and harmless against any and all claims, demand, liability, loss, cost or expense including but not limited to legal fees, cost of suit that may arise from, relating to or in connection with the Authorized Wholesaler's conduct of business or transactions.

13.3 Any transaction entered into by the Authorized Wholesaler in violation of the Company Policy, Compensation Plan, terms and conditions embodied in the Application Form, Company's Code of Conduct and Ethical Standards, the Revised Penal Code of the Philippines, or any other existing Philippine laws, or as may be enacted hereafter, or laws of other territories where the Authorized Wholesaler transacted shall not bind the Company and shall be the sole obligation of the Authorized Wholesaler.

PART II. CODE OF CONDUCT AND ETHICAL STANDARDS

CANON 1. A Authorized Wholesaler shall remain Loyal to the Company.

Being a Authorized Wholesaler with the Company goes with it the unbridled loyalty of its members not only to the Company but to its products and shall faithfully abide by this Company Policy and Code of Conduct and Ethical Standards, as may be revised or updated from time to time.

The Authorized Wholesalers/members shall not join, represent, associate, sponsor, recruit or conspire in any manner to the benefit of any company, group or association who are in competition with the Company, or commit any act that would be disadvantageous to the Company or any of the products.

The JC Premiere Company greatly values the loyalty and good faith of the Authorized Wholesalers to the Company and its products. To protect and prevent the Company from any issues that will arise in the future that would be disadvantageous on our part, the commission of any act mentioned above shall constitute unfaithfulness and disloyalty against the Company and its products. This shall therefore be considered as GRAVE OFFENSES and is strictly prohibited by this Policy. In addition to the remedies provided by law, the Company shall have the right to automatically deactivate, cancel or terminate the account/s or membership of any Authorized Wholesaler who violates this provision without need of notice.

CANON 2. A Authorized Wholesaler shall protect the Company, its Products and Goodwill.

It shall be the duty of the Authorized Wholesaler to protect the Company, its products and its Goodwill. As such, the Authorized Wholesaler shall not make any written statement or oral remarks that may discredit or disrepute the Company, its officers, directors and employees as well as its products. In addition to the remedies provided by law, the Company shall have the right to automatically deactivate, cancel or terminate the account/s or membership of any Authorized Wholesaler who violates this provision without need of notice.

Company reputation and goodwill are essential part of its business. To protect the Company's reputation and goodwill, issuing any statement, written or oral, especially those made in multi-media (including but not limited to television, radio, print, social) that tends to defame, malign, discredit or disparage the products, the Company and its directors, stockholders, officers, employees, agents and other Authorized Wholesalers is strictly prohibited. This shall be considered as LIGHT OFFENSES to its extent but shall always be observed in good faith for the protection of the Company’s reputation and goodwill.

In addition to the remedies provided by law, the Company shall have the right to automatically deactivate, cancel or terminate the account/s or membership of any Authorized Wholesaler who violates this provision without need of notice.

CANON 3. A Authorized Wholesaler shall be Honest in All its Dealings

Authorized Wholesalers shall, at all times, observe decency and uphold high moral standards in its business dealings within the Company premises and in all its dealings relative to the products. Authorized Wholesalers/members are expected to conduct its business dealings with utmost professionalism. They shall not make any false statements, misrepresentation, exaggeration, disinformation, unrealistic and vain promises, or introduce products or services that are not among the products of the Company. Thus, this shall be considered as LIGHT OFFENSES but shall always be observed with utmost sincerity.

CANON 4. A Authorized Wholesaler shall Treat Fellow Authorized Wholesalers with Respect, Fairness, Candor and Sincerity

The Authorized Wholesalers/members shall, at all times, treat their fellow Authorized Wholesalers with highest degree of respect. The following acts, which are not mutually exclusive, shall be considered as LIGHT OFFENSES but shall always be observed with great integrity and are considered disrespectful act which are strictly prohibited:

4.1 Forging signature of another Authorized Wholesaler or making it appear that other Authorized Wholesaler has signed or drawn any document;

4.2 Claiming, reporting or representing that his fellow Authorized Wholesaler has participated or committed an act when he knew that the same is not true;

4.3 Attributing acts to his fellow Authorized Wholesaler when he knows the same to be untrue.

4.4 Making false statements in any written documents such as affidavits, contracts, letters, advertisement materials, etc.

4.5 Altering, modifying, changing or revising any document relative to the Product or the Company without the written consent of the author thereof.

4.6 Issuing any certification or document that contains false or inaccurate information.

4.7 Commission of any dishonest act in its dealings concerning the Product or the Company.

A Authorized Wholesaler shall not interfere with any business dealings of his fellow Authorized Wholesalers regardless of the relationship between him and the potential authorized wholesaler. Authorized Wholesalers shall not convince or encourage any person to change sponsorship when they have been previously recruited or invited or in the process of invitation, whether or not the potential Authorized Wholesaler has not signed the application form yet, nor purchase a package by other Authorized Wholesalers.

In the event that a potential authorized wholesaler has signed an application form, said application form shall only be valid for (30) thirty days, after which, he must sign another application form and may be invited by a different Authorized Wholesaler.

In the event that the potential Authorized Wholesaler has an immediate family member (parents or sibling) other than a spouse that is a current Authorized Wholesaler of the Company, the person who invited the latter may opt to suggest where the potential Authorized Wholesaler may choose to register either from him or from his immediate family member (parents or siblings) giving the potential Authorized Wholesaler absolute initial right to choose a sponsor. In this way, future conflicts and fraudulent form or acts maybe minimize or eliminated.

The Company, in the exercise of its discretion, reserves its right to terminate/deactivate/cancel the membership and/or accounts of the Authorized Wholesaler for a violation of any provisions of this Company Policy.

The following penalties shall be imposed for every act committed by the Authorized Wholesaler that constitutes disrespect or dishonesty:

CANON 5. No Fraudulent Activities

The Company strictly prohibits any commission of fraudulent acts or false pretenses towards the Company itself, its products, fellow Authorized Wholesalers and the public in general. In addition to those provided by the Revised Penal Code, the following acts constitute fraudulent activities and shall be considered GRAVE OFFENSES unless otherwise stated:

5.1 Using fictitious name or dummy, or employing other means for purposes of advancing personal gains or benefit;

The fraudulent registration of accounts through the use of dummies is condemned to the highest extent possible and the Company greatly abhors resort to such, thus in order to prevent Authorized Wholesalers from committing the same the following penalties shall be meted out to erring authorized wholesalers:

Payment of damages in the standard amount of One Hundred Fifty Thousand Pesos (Php150,000.00)

Damages in the amount representing the number of accounts the erring authorized wholesaler was able to register under his sponsorship in breach of the company policy against dummy accounts multiplied by 1,500 representing the commission earned per successful registration of new accounts (no. of accounts x 1,500).

All accounts registered in violation of this prohibition under the sponsorship of the erring authorized wholesaler shall be transferred to the original line where said accounts should have been registered.

The damages mentioned above shall be payable in the following manner:

The abovementioned amounts shall be deducted from the commissions he will be earning.

Fifty (50%) from each commission earned will be deducted every encashment and credited as payment for the damages.

These amounts shall be payable to the direct upline from the original line where said accounts should have been registered.

Notwithstanding the aforementioned penalties provided, the management shall have the sole and exclusive discretion to impose sanctions and other penalties it may deem appropriate with due regard to the peculiar circumstances of each case.

5.2 Issuing a worthless check;

5.3 Incurring obligations, monetary or otherwise, and refusing to honor the same;

5.4 Failure to perform any of his obligations as Authorized Wholesaler to the prejudice of another person, the Company or his fellow Authorized Wholesaler;

5.5 Soliciting fund from persons who purport to be investors;

Failure to remit any legitimate sales to the Company;

5.6 Failure to deliver any Product to any person;

5.7 Unauthorized re-sponsoring or transferring to other group except as may be authorized by the Company;

5.8 Giving gifts to any officer or employees of the Company with an aim of receiving a favor or benefit therefrom;

5.9 Altering, changing, modifying or changing the contents, size or composition of the products or product package;

5.10 Selling any of the products in any medium (including but not limited to social media, kiosk, stores, market stand, bazaars, and the likes) at a price different from the one fixed by the Company, which is the SRP or below SRP (Suggested Retail Price); For those selling especially in social media, all Authorized Wholesalers of the Company who create and promote/sell products from this medium are required to post their Authorized Wholesaler I.D. number, and their complete name in their social media page, and for every post thereafter.

This shall be considered as GRAVE OFFENSES as this threatens not only the earning capacity of every Authorized Wholesaler but more importantly, poses a serious threat to the sustainability of the business endeavors of the company. This shall always be observed in good faith for the protection and control of every Authorized Wholesaler and the Company. To dissuade the commission of this offense, the following penalties shall be meted out to Authorized Wholesalers who shall be found guilty of selling below the suggested retail price:

First Offense – Holding of account of erring authorized wholesaler for three months

Second Offense – Suspension for six months, resetting of account and zeroing out of points already earned.

Third Offense – Termination.

Selling below authorized wholesaler’s price will be meted out with the following penalties:

First Offense – Holding of account for six months and zeroing of account

Second Offense - Termination

A Authorized Wholesaler may give discounts to its customers, provided it is done discreetly through personal calls and private messages and not posting them publicly on social media or in any other means that may trigger unfair pricing.

Unauthorized Forms. It is an act by which a Authorized Wholesaler misleads a [email protected] shall be voided;

Using of any funds duly issued by the Company for any other purpose other than for the purpose allotted, intended, and dictated by the Company. A Authorized Wholesaler must present proof that the amount was properly utilized. This shall be considered grave to its extent and is strictly prohibited by this Policy and will serve as the protection of the Company against dishonest utilization of its financial resources; and

Any act analogous to the foregoing.

CANON 6. Penalties

Light offenses are those in violation of the Company Policy and Code of Conduct and Ethical Standards which shall be merited the following penalties:

First Offense -

Deactivation for a period of thirty (30) days (1 Month) of ALL accounts of the errant Authorized Wholesaler counted from the date the Authorized Wholesaler’s accounts were on hold;

Forfeiture of income amounting to the average monthly income of the Authorized Wholesaler for the last one (1) month; and

Forfeiture of all benefits and privileges in favor of the Company earned within thirty (30) days starting from the date of commission of an act or violation.

Second Offense -

Deactivation for a period of 180 days of ALL accounts of the errant Authorized Wholesaler counted from the date the Authorized Wholesaler’s accounts were frozen;

Forfeiture of all income earned of the Authorized Wholesaler in the last six (6) months prior to receipt of Notice of Resolution; and

Forfeiture of all benefits and privileges in favor of the Company earned in six (6) months from the date of commission of an act or violation

Third Offense – perpetual deactivation of ALL accounts of the errant Authorized Wholesaler with forfeiture of all benefits and privileges in favor of the Company accruing from the date of commission of an act or violation.

The Company, in the exercise of its discretion, reserves its right to impose additional penalty against a Authorized Wholesaler for violation of any provisions of the Company Policy.

Grave offenses are those in violation of the Company Policy and Code of Conduct and Ethical Standards and shall therefore be merited the perpetual deactivation of ALL accounts of the errant Authorized Wholesaler with forfeiture of all benefits and privileges in favor of the Company accruing from the date of commission of an act or violation.

PART III. MARKETING PLAN

Section 1. The Company Business

Section 2. How to Earn

2.1. Retailing - Authorized Wholesalers have the privilege of earning 30% - 70% retail selling profit of the products to the customers through various channels such as person to person, agents, websites or social media sites, or by any other means as may be permitted in this Company Policy.

2.2. Wholesale Commission - For every JC Product Package sold to a sponsored Authorized Wholesaler, the Sponsor is entitled to receive Wholesale Commission points.

2.3. Wholesale Team Commission - For every sale of JC Product Package on Authorized Wholesaler's Left Sales Group and Right Sales Group, he/she will be entitled for a Php1,500 Wholesale Team Commission points.

2.4. Royalty - a Authorized Wholesaler shall be entitled to earn a Royalty Points of Php300 in every Sales Match of his/her sponsored Authorized Wholesaler.

2.5. Rebates – a Authorized Wholesaler is entitled to earn monthly from product purchases from both of his Sales Group provided that a minimum of 100 passive sales match points is met from his Left and Right Sales Group, as well as satisfying the minimum maintenance requirement.

Section 3. Schedule of Payment

Any earnings accruing to Authorized Wholesalers may be claimed in accordance with the following schedule:

Cut-Off Time: Every Monday and will be released Friday of the following week

Rebates will be credited two weeks after the successful purchase.

Section 4. Promotions

All marketing promotions initiated by the Company are strictly non-transferrable and non-convertible into cash.

Section 5. Cyber Policy

Identify & Control:

Authorized Wholesalers who create their own social media page for the purpose of Marketing JC Health Products, JCW Food Products, or JC Compensation plan are required to indicate their “Primary Binary account/ ID Number” on their page profile under the “About” category.

The “About” Category should always start with this statement:

Official Authorized Wholesaler ID no. 00101010

By Mandatory implementation and Posting of the authorized wholesaler’s official ID no., it will be convenient for the management to track down authorized wholesalers activities and immediate actions can be taken once a valid complaint has been filed.

Authorized Wholesalers who failed to indicate their official authorized wholesalers ID Numbers in their respective social media page will be sanctioned accordingly and in accordance with the following procedural process imposed by the management:

The management will forthwith inform the errant authorized wholesaler, thru messenger or any other means of communications that their social media page needs to comply with the above mentioned requirement within twenty four (24) hours from notice.

2. In the event that the subject social media page would still not comply with the management’s directives and remains to be active in social media, the company (JC), will send a final warning to the admin/ owner of that page informing them that JC will “Publicly” comment on their page the following statement:

THIS IS YOUR FINAL WARNING, YOU ARE REQUESTED TO SHOW/ DISPLAY YOUR OFFICIAL AUTHORIZED WHOLESALER ID NUMBER UNDER YOUR PAGE PROFILE ON THE ABOUT SEGMENT” WITHIN THE NEXT 24 HOURS FROM POSTING, FAILURE TO DO SO WILL COMPEL THE COMPANY TO WARN YOUR CLIENTS FOR NOT IMPLEMENTING BASIC JC SOCIAL MEDIA GUIDELINES, AND MAY WARRANT FURTHER SANCTIONS RELATING TO ARTICLES VIOLATING COMPANY POLICIES.”

3. After two consecutive warnings and with failure to comply, the company will respond replying to comments with the following statement:

“WARNING! PLEASE BE ADVISED THAT THIS PAGE (name of page) HAS FAILED TO DISPLAY AN OFFICIAL AUTHORIZED WHOLESALER ID NUMBER. A AUTHORIZED WHOLESALER ID NUMBER INSURES THE PUBLIC THEIR SAFETY IN ONLINE DEALINGS WITH REGARDS TO JC WORLD WIDE FRANCHISES AND JC PRODUCTS OR SERVICES. FOR YOUR SAFETY, WE ADVISE EVERYONE TO BE CAREFUL IN DEALING WITH CERTAIN FB PAGE THAT BEARS OUR PRODUCT OR SERVICES. JC WILL NOT BE LIABLE IN ANY FRAUDULENT ACTIVITIES ENTERED BY INDIVIDUALS WHOSE PAGE DOES NOT INDICATE AN OFFICIAL AUTHORIZED WHOLESALER ID NUMBER.”

Once the admin/ owner of the page complies, JC will remove the said comments from its queries.

First Reply Policy

In order to prevent conflict among authorized wholesalers on whose prospect that inquired to whom belongs to, the one rule that must be observed at all times in Social Media platforms dealings is always the “First Reply Policy”.

This means that the “First person” who the prospect inquired to and has “entertained or replied to the query” of that prospect, has the right to gain ownership in the dispute arising from the matter.

For safety, It’s recommended for initial client contacts to provide immediately their Official ID number, their name and mobile number and contact them directly to their provided Mobile Number or Private message chat box.

The conflicting parties must present digital (txt/ live chat/ message format) or call logs to the ethics committee to validate the timeline for the First contact policy. Screen shots may be manipulated and will not be favored as evidence.

Applicable Company Policy Sanctions attributed to the dispute will be strictly enforced.

Fraudulent activities

If it is proven that the disputed party has manipulated the prospect in any way resulting in the “Sudden change of mind” affecting the original transaction or engagement. Fraudulent activities include…

Barging

This refers to any authorized wholesaler who entertains or comments freely to somebody’s Social media page without consent or approval from the owner/ admin of the said page with the purpose of robbing the owner of the page of a possible prospect of future business client.

Contact stealing/ Phishing

This refers to an act committed by the disputed authorized wholesaler where he contacts the client thru private message with the purpose of stealing that client to transfer to the other party without the knowledge of the page owner/admin.

Failure to Respect fellow authorized wholesaler

Nanira para makasulot at manulot

If it is proven that the disputed authorized wholesaler has exhibited acts damaging the credibility of the other party resulting in the change of mind of the prospect to shift to the disputed party.

If it is proven that the disputed authorized wholesaler has undermine the original dealings resulting in the willingness to transfer of the disputed prospect to the other party, either thru financial or network beneficial gain offers.

If it is proven that there is threat, blackmail or fear of any nature from the disputed party resulting in the sudden change of mind from the prospect.

JC Social Media/ Cyber Policy may be edited at all times without the consent of its existing authorized wholesalers for the benefit of the Company, the Management and the welfare of its authorized wholesalers.

Section 6. Taxation

It is understood that Authorized Wholesalers are not employees, franchisees, parties to a joint-venture or business partners of the Company with regard to the application of existing taxation laws, rules, ordinances or regulations. Authorized Wholesalers shall strictly comply with existing national and local statutes, rules, ordinances or regulations relating to their business transactions and operations. Authorized Wholesalers shall be solely responsible for their own managerial decisions and expenditures as the timely payment of applicable taxes on their earnings.

Furthermore, all income presented in Part III (Marketing Plan) hereof constitutes gross income and exclusive of tax. On each and every payment period, appropriate withholding taxes shall be deducted from any amount the Authorized Wholesalers is due to receive from the Company.

PART IV. THE PRODUCTS

Section 1. No Misrepresentation of Business

The Authorized Wholesalers fully understand that the Company is NOT ENGAGED in an investment scheme. They shall not misrepresent to people that they will earn as INVESTORS just by investing their fund with the Company and earn an interest without need of doing anything other than placing their money as investment with the Company.

Any person who shall commit an act described in the immediately preceding paragraph, directly or indirectly, will be dealt with severely, which includes, but not limited to outright cancellation of ALL accounts of the errant Authorized Wholesalers with forfeiture of any monetary entitlements already earned and damages.

The Company shall not be liable for any transaction entered into by any person in in violation of this Section.

Section 2. Product Sales

2.1 Monthly Maintenance Purchase – Authorized Wholesalers shall at least maintain monthly ten (10) MMPP (Monthly Maintenance Product Points).

2.2 Direct Sales

Section 3. Product Refund and Return Policy

Product policy request for return and exchange of products purchases may be honored if the following conditions are met:

The request shall be made within five (5) days from the date of purchase.

Receipt of payment shall be presented together with the request without any alternations in the writings.

The product is not damaged or destroyed in any way. Packaging is un-opened, with no markings, and not tattered or destroyed.

All returns products can only be exchanged with other products and not cash.

No returns will be honored if the reason for return is a mere change of mind.

This applies only to products purchased in the Company’s Headquarters. This does not apply to Business Centers.

Section 4. Advertising and Use of Intellectual Property Rights

4.1 JC name, logos, trademarks and copyrights are exclusively owned by JC Premiere Business International Inc. (the "Company"). Authorized Wholesalers shall not use in advertising, promoting or describing the products or Marketing Plan of the Company any written, printed, recorded or any other material bearing the intellectual properties of the Company, without the prior written consent of the Company.

4.2 The Authorized Wholesalers shall not make any claim or representation, verbal or otherwise, as to the products' therapeutic or curative properties, unless otherwise provided in the official literature of the products.

4.3 Authorized Wholesalers shall not use any media (radio, television, print, billboard, and social media) advertising without the prior written approval of the Company.

4.4 Creating a website with the intention of making it appear that the same is the official website of the Company is strictly prohibited.

Section 5. Fairs and Trade Shows

Authorized Wholesalers may join fairs and trade shows showcasing the products, provided that the products are not be mixed, sold and displayed together with any other products, specifically those products that are also sold through multi-level marketing.

Section 6. General Provisions

6.1 For every product package purchase paid thru any card, Sponsor of the subscriber will shoulder 4% financial institution charges.

6.2 The Company reserves the right to make waivers and exceptions to the application of this Policy as it may deem proper. Failure or delay by the Company in enforcing any of the provisions in this Policy shall not constitute a waiver of his rights as to those provisions or any other provisions hereof.

6.3 Laws of the Republic of the Philippines shall govern this Policy.

Should any part of this Policy be considered in contradiction with any existing laws, it shall not render the rest of this Policy null and void.

 

 

 

This franchise agreement is made and entered into by and between,

JC WORLDWIDE FRANCHISE INC., a duly registered business under the laws of the Philippines, with office address at No. 2021 Edison St., San Isidro, Makati City, Philippines, Hereinafter called “FRANCHISOR.”

-and-

ACCOUNT HOLDER, Hereinafter called as the “ONLINE FRANCHISEE”.

Now, therefore, the parties in consideration of the undertaking and commitments of each party to the other party set forth herein, and hereby agree as follows:

I. BUSINESS GRANT

1. Subject to all the terms, conditions and covenants set forth in this Agreement, FRANCHISOR hereby grants to ONLINE FRANCHISEE the RIGHT TO SELL “JC SIOMAI KING”, “POTATO KING”, “SIOPAO DA KING”, “NOODLE HOUSE” and “BURGER FACTORY” (collectively referred herein as “PRODUCTS”) frozen food products.

II. FEES

2.1 Purchased Discount. The following purchasing discount shall be observed:

2.2 Promo Package. Applicant ONLINE FRANCHISEE should first avail of the Promo Package set forth by the FRANCHISOR to become a full pledged ONLINE FRANCHISEE subject to the purchasing discount mentioned above.

2.3 Other Fees. ONLINE FRANCHISEE shall not be required to pay ROYALTY FEE.

III. INITIAL TERM

3.1 The initial term of this Agreement between FRANCHISOR and the ACCOUNT HOLDER shall be perpetual.

3.2 Notwithstanding, the foregoing, FRANCHISOR shall have the right to terminate this Agreement by reason of violating any terms of this agreement.

IV. OBLIGATIONS

4.1 All purchases shall be paid by ONLINE FRANCHISEE using Paypanda. ONLINE FRANCHISEE acknowledges that the checking and counting of the stocks purchased at the time said stocks are picked-up and during delivery shall be his sole and ultimate responsibility. FRANCHISOR shall not be liable for any damaged, missing and or lacking items once Franchisee acknowledges and signs the receipt of the products.

4.2 ONLINE FRANCHISEE should have first confirmed payment before any transaction.

4.3 ONLINE FRANCHISEE’s failure to abide by the provisions of this Section IV shall give FRANCHISOR the right to terminate this Agreement.

V. TRADENAME STANDARDS

5.1 ONLINE FRANCHISEE hereby acknowledges that the Trade Name is the exclusive property of FRANCHISOR and ONLINE FRANCHISEE’s right granted hereunder is limited to the USE of such Trade Name specifically conditioned upon the terms and conditions embodied in Agreement, specifically the following:

5.1.1 The Trade name of the “PRODUCTS” is valuable property owned by FRANCHISOR.

5.1.2 FRANCHISEE acknowledges that its right to use FRANCHISOR’s Proprietary Marks is derived solely from this Agreement. Any unauthorized use of FRANCHISOR’s Proprietary Marks by FRANCHISEE is a breach of this Agreement and an infringement of the rights of the FRANCHISOR. In addition to termination of this Agreement as provided in Section 25.1.2, the FRANCHISEE shall be held accountable for violation of FRANCHISOR’s rights under the Intellectual Property Code of the Philippines.

5.1.3 FRANCHISEE acknowledges that FRANCHISOR is the owner of Copyrights in various copyright works, including but not limited to advertisement materials, uniforms of staff, logos, business forms, contracts, brochures, operational manuals, all of which were developed by FRANCHISOR. In addition to the penalties and fines imposed by law, FRANCHISEE shall be liable to pay FRANCHISOR the amount of FIVE HUNDRED THOUSAND PESOS (Php500,000.00) for every act committed in violation of FRANCHISOR’s Intellectual Property

5.1.4 In relation to the above mentioned provisions. The FRANCHISEE acknowledges that he/she is prohibited from establishing any physical structures that caters the selling of products using the FRANCHISOR’S proprietary marks (logos) such as “JC SIOMAI KING”, “POTATO KING”, “SIOPAO DA KING”, “NOODLE HOUSE” and “BURGER FACTORY”.

5.1.5 Notwithstanding the provision in 5.1.4 the FRANCHISEE may establish any physical structures that caters the selling of products using the FRANCHISOR’S proprietary marks (logos) such as “JC SIOMAI KING”, “POTATO KING”, “SIOPAO DA KING”, “NOODLE HOUSE” and “BURGER FACTORY” ONLY upon the written consent of the FRANCHISOR.

VI. USE OF NAME AND SYSTEM

6.1 ONLINE FRANCHISEE agrees that during the term of this Agreement it will operate, advertise and promote the “PRODUCTS” under the marks without prefix and suffix and to adopt and use the marks and system licensed hereunder solely in the manner prescribed by the terms of this Agreement and as may be required by FRANCHISOR from time to time.

VII. COMPLIANCE WITH LAW

7.1 ONLINE FRANCHISEE shall obtain, at his own expense, maintain and keep in force, any permits, licenses or other consents required for operations, including without limitation, sales and income tax, health and sanitary permits, business permits, Department of Trade and Industry, Business Name Registration and others as may be applicable.

VIII. OPERATION STANDARDS

8.1 In order to promote the value and goodwill of FRANCHISOR’s Trade Name and to protect the other franchisees, ONLINE FRANCHISEE agrees to conduct its business in accordance with the standards promulgated by law.

8.2 ONLINE FRANCHISEE shall not make or publish any remarks or comments, written or verbal, that tend to malign, defame or dishonor the FRANCHISOR’s products. Should the ONLINE FRANCHISEE make any such statement or comment in social, print, video, radio, television or any other form of media, the FRANCHISOR shall be a ground for automatic termination of this Agreement without prejudice to the institution of appropriate actions against the Second Party.

8.2 ONLINE FRANCHISEE shall not make or publish any remarks or comments, written or verbal, that tend to malign, defame or dishonor the FRANCHISOR’s products. Should the ONLINE FRANCHISEE make any such statement or comment in social, print, video, radio, television or any other form of media, the FRANCHISOR shall be a ground for automatic termination of this Agreement without prejudice to the institution of appropriate actions against the Second Party.

8.3 FRANCHISOR’s reputation is its business. FRANCHISEE shall have the obligation to protect its name and goodwill.

In consonance with this, FRANCHISEE shall, at all times, strictly observe the following guidelines:

8.3.1 FRANCHISOR’s PRODUCTS. ONLINE FRANCHISEE shall sell, serve and offer for sale EXCLUSIVELY products procured from and produced by FRANCHISOR.

8.3.2 PRICE UNIFORMITY. ONLINE FRANCHISEE shall not change the price of any of the products offered in the online platform unless FRANCHISOR has authorized the price adjustment in writing.

PRICE UNIFORMITY. ONLINE FRANCHISEE shall not change the price of any of the products offered in the online platform unless FRANCHISOR has authorized the price adjustment in writing.

8.3.3 SUGGESTED RETAIL PRICE. In connection with the abovementioned provision, the FRANCHISOR will impose Suggested Retail Price (SRP) on all products subject of this agreement, which may from time to time be changed, subject to the increase of production price and the ONLINE FRANCHISEE is duty bound to observe the imposed SRP.

8.3.4 PRODUCT COMBINATION. ONLINE FRANCHISEE shall not introduce any product combination for a lesser price (more popularly known as “combo meal”) as a means of promoting or enhancing sales, without the written authorization by FRANCHISOR.

8.3.5 PRODUCT ENHANCEMENT OR MODIFICATION. ONLINE FRANCHISEE shall not modify, enhance, alter, or in any manner change the mixture of the products purchased and received from FRANCHISOR.

8.3.6 PROMOTION OR DISPLAY OF OTHER MERCHANDISE. ONLINE FRANCHISEE is strictly prohibited from selling or promoting merchandise that are not part of FRANCHISOR’s product line contemplated in this Agreement. For this purpose, ONLINE FRANCHISEE shall not display (whether for profit or otherwise) in any other media platform those not included in the product line of FRANCHISOR.

8.4 If FRANCHISEE is found to have violated any of the foregoing guidelines, FRANCHISOR shall notify ONLINE FRANCHISEE in writing of such violation and impose the following fine:

• First Offense - Fine of P 50,000.00
• Second Offense - Fine of P 100,000.00
• Third Offense - Fine of P 200,000.00

8.5 FRANCHISOR may, in addition to the fine imposed above, exercise its right to terminate this Agreement at any time upon FRANCHISEE’s violation of the provision of this Section VIII. For the avoidance of doubt, FRANCHISOR’s acceptance of the payment of fine from ONLINE FRANCHISEE pursuant to this Section VII shall not be deemed as waiver of its right to terminate on those grounds.

IX. PRODUCTS OFFERED

9.1 ONLINE FRANCHISEE agrees to offer all types of products as required by FRANCHISOR.

9.2 Any new product developed by FRANCHISOR shall be included in the product line of the ONLINE FRANCHISEE.

9.3 ONLINE FRANCHISEE is not allowed to offer, sell, promote, advertise, market or display in the Franchise Outlet other type of products which are not included in the product line of FRANCHISOR.

9.4 FRANCHISOR may require ONLINE FRANCHISEE to pull-out, remove or change any existing product being offered for sale

X. ADVERTISEMENT AND PROMOTION

10.1 No misrepresentation of Business. The Franchisee fully understands that the FRACHISOR is NOT ENGAGED in an investment scheme. They shall not misrepresent to people that they will earn as INVESTORS just by investing their funds with the FRANCHISOR and earn interest without need of doing anything other than placing their money as investment with the FRANCHISOR.

The FRANCHISEE who shall commit an act described in the immediately preceding paragraph, directly or indirectly, will be dealt with severely, which include, but not limited to outright termination of this agreement with forfeiture of any monetary entitlements and damages.

The FRANCHISOR shall not be liable for any transaction entered into by the FRANCHISEE in violation of this provision.

10.2 Use of Marks in Advertising. FRANCHISEE shall not use in advertising or any other form of promotion, FRANCHISOR’s trademarks, service marks or commercial symbols without the appropriate registration mark or the designations TM or SM where applicable with prior written consent of FRANCHISOR.

10.3 ONLINE FRANCHISEE shall, on its own account, be responsible for any permit from Department of Trade and Industry or any government regulatory agency.

XI. TAXES AND FINANCIAL REPORTS

11.1 FRANCHISOR and ONLINE FRANCHISEE shall separately shoulder all Philippine taxes due from each of them. ONLINE FRANCHISEE shall promptly pay when due all taxes, local government charges, fees, and other government agencies. FRANCHISOR does not share any responsibility on any taxes leveled against FRANCHISEE.

XII. RELATIONSHIP OF PARTIES

12.1 This Agreement does not create a fiduciary relationship between FRANCHISOR and ONLINE FRANCHISEE.

12.2 ONLINE FRANCHISEE shall be an independent contractor. Nothing in this Agreement is intended to constitute ONLINE FRANCHISEE an agent, legal representative, subsidiary, joint venture, partner, employee or servant of FRANCHISOR for whatever purpose whatsoever.

12.2 ONLINE FRANCHISEE shall be an independent contractor. Nothing in this Agreement is intended to constitute ONLINE FRANCHISEE an agent, legal representative, subsidiary, joint venture, partner, employee or servant of FRANCHISOR for whatever purpose whatsoever.

12.4 ONLINE FRANCHISEE is not authorized to make any contract, agreement, warranty, or representation or to create any obligation, expressed or implied, on behalf of FRANCHISOR and ONLINE FRANCHISEE shall not do so and shall not represent that FRANCHISEE has the right to do so.

12.5 ONLINE FRANCHISEE shall hold itself out to the public as an independent contractor operating business pursuant to a contract granted from FRANCHISOR. ONLINE FRANCHISEE agrees to take such actions that shall be necessary to accomplish this.

XIII. DEFAULT AND TERMINATION

13.1 FRANCHISOR may terminate this Contract immediately as a result of any of the following events:

13.1.1 ONLINE FRANCHISEE’s misuse or unauthorized use of FRANCHISOR’s mark or other material impairment of the goodwill associated therewith of FRANCHISOR’s right therein.

13.1.2 ONLINE FRANCHISEE’s failure to maintain the standards required by the FRANCHISOR as embodied in this Agreement.

13.1.3 ONLINE FRANCHISEE’s intentional disclosure or use of the contents of the manual trade secrets or confidential or proprietary information provided to ONLINE FRANCHISEE by FRANCHISOR in violation of this Agreement.

13.1.4 The conviction of a felony, or a crime involving moral turpitude or any other crime or in offense that is reasonably, in the opinion of the FRANCHISOR to adversely affect the FRANCHISOR’s operations and goodwill associated with the Franchise.

13.1.5 ONLINE FRANCHISEE’s offering of other types of products which are not included in FRANCHISOR’s product line.

13.1.6 ONLINE FRANCHISEE’s violation of any of the Operational Standard provisions contained in Section VIII hereof

13.1.7 FRANCHISEE’s issuance of worthless or bouncing check in payment of any of its financial obligations under this Agreement.

13.1.8 FRANCHISEE’s violation of any of the provisions of this Agreement.

XIV. CONFLICT OF INTEREST

14.1 ONLINE FRANCHISEE hereby agrees that it shall not operate any business, trade or commerce that is in direct competition with the FRANCHISOR. Moreover, ONLINE FRANCHISEE shall not assume any duty, obligation or responsibility that will conflict with the interest of the FRANCHISOR.

XV. EFFECT OF TERMINATION

15.1 Upon termination of FRANCHISEE’s rights granted under this Agreement, the following shall apply:

Upon termination of this Agreement, ONLINE FRANCHISEE’s right to use FRANCHISOR trademark or any other marks or designs, shall cease. ONLINE FRANCHISEE shall immediately discontinue use of FRANCHISOR’s trade name and any other signage’s related therein.

15.1.1 ONLINE FRANCHISEE shall immediately and permanently cease to use the Proprietary Marks and any equipment, methods, procedures, and techniques associated with the “PRODUCTS” systems and mark.

15.1.2 ONLINE FRANCHISEE shall cease to use all signs, cart, furniture fixtures, equipment, advertisement, materials, stationery, forms and any other articles that display form of FRANCHISOR’s marks.

15.1.3 ONLINE FRANCHISEE shall pay to FRANCHISOR all sums owing to FRANCHISOR. If the termination of this Agreement is due to the fault by ONLINE FRANCHISEE, ONLINE FRANCHISEE shall also pay to FRANCHISOR all damages, costs, and expenses, including attorney’s fees, damages and expenses incurred by FRANCHISOR, as a result of the default.

15.1.4 Any obligations of FRANCHISOR to ONLINE FRANCHISEE under this Contract shall immediately cease and terminate.

XVI. WAIVER

16.1 This Contract takes effect upon its acceptance and execution by ONLINE FRANCHISEE and FRANCHISOR and shall be governed by and construed in accordance with the laws of the Philippines. Failure or delay by FRANCHISOR in enforcing any of the provisions in this Contract shall not constitute a waiver of his rights as to those provisions or any other provisions hereof.

XVII. CONFIDENTIALITY

17.1 It is strictly understood and agreed by the parties hereto, and their successors and assigns that the trade information and the commerce contemplated herein are of highly confidential nature. ONLINE FRANCHISEE should not disclose to any third party or entity and information about the Business or trade, which may fall under the terms and conditions of this Agreement and the transactions contemplated therein.

XVIII. SEPARABILITY CLAUSE

18.1 Should any part of this Agreement be considered in contradiction with any existing laws, it shall not render the rest of this Contract null and void.

XIX. ACKNOWLEDGEMENTS

19.1 This Agreement constitutes the entire, full and complete contract between ONLINE FRANCHISEE and FRANCHISOR concerning the subject matters hereof, and supersedes all prior and contemporaneous oral and written agreements and understanding. ONLINE FRANCHISEE understands and accepts the terms and conditions contained therein as being reasonably necessary to maintain FRANCHISOR’s standards to protect and preserve the goodwill of FRANCHISOR’s marks.

19.2 Both parties acknowledge that this Agreement cancels and supersedes all prior understanding between the parties thereto.

19.3 No amendments, change, or variance from this Agreement shall be binding on either party unless through mutual agreement by the parties and executed in writing.

This addendum is in reference to the online franchise agreement between JC Worldwide Franchising Inc. (the “Franchisor”) and the Account Holder (the “Online Franchisee).

The following provision shall form part of the Online Franchise Agreement and shall be referred to as section 19.4 of the Online Franchise Agreement:

1. Notwithstanding the provision of 19.3 of this Agreement, the Online Franchisee acknowledge that the Franchisor may make any amendments, change, or variance in this Agreement without prior notice with respect to commissions, purchasing discounts and the like, which would depend upon the current market conditions prevailing in the Philippines.

This Addendum shall be incorporated into and deemed part of the Online Franchise Agreement.

No other terms or conditions of the contract are negated or changed as a result of this Addendum.

I. Special Offers and Promotional Deals

1. a) JC Online Franchisees are granted the authority to independently devise and implement special offers and promotional deals, encompassing direct discounts, bundled discounts with complimentary items, and other promotional strategies.
2. b) It is expressly stipulated that all financial obligations associated with the conception and execution of special offers and promotional deals including but not limited to marketing collaterals, marketing fee, online and physical platform fees shall be the sole responsibility of JC Online Franchisees.
3. c) JC Online Franchisees may join fairs and trade shows showcasing the products, provided that the products are not mixed, sold, and displayed together with any other products, specifically those products that are also sold through multi-level marketing.

II. Discount Limitations on JC Products

1. a) JC Online Franchisees can apply a discount of up to 15% of the Standard Retail Price exclusively to JC Products.

III. Request for Refund or Exchange Regarding Promotional Products shall be the sole responsibility of JC Online Franchisees.

1. a) JC Online Franchisees expressly acknowledge and agree that the initiation and processing of any requests for refund or exchange related to products or services offered under their promotional deals and special offers shall be the exclusive responsibility of JC Online Franchisees. JC shall not be held liable for any claims, disputes, or obligations arising from such requests, and JC Online Franchisees undertake to handle all customer inquiries, complaints, and resolutions in compliance with applicable laws and the terms of this document. JC Online Franchisees shall bear all associated costs and responsibilities, including but not limited to refunds, replacements, or any other remedial measures deemed necessary, without recourse to JC.

IV. JC Online Franchisees Indemnification, Compliance, and Tax Responsibilities

1. a) JC Online Franchisees are duty-bound to take reasonable and diligent measures to ensure that the products they offer for sale adhere strictly to all applicable local and national laws and regulations.
2. b) JC Online Franchisees hold the Company free and harmless against any and all claims, demands, liabilities, losses, costs, or expenses, including but not limited to legal fees, arising from or related to their special promotional activities as JC.
3. c) Any transaction entered into by JC Online Franchisees in violation of the Company Policy, Compensation Plan, or terms and conditions outlined in the Application, aside from the ones indicated here, is strictly prohibited.
4. d) JC Online Franchisees, having no power to bind the Company to any obligation, shall be solely responsible for all applicable income, sales, social security, or other relevant taxes, licenses, and fees arising out of their activities as JC Online Franchisees.

V. Supremacy of Addendum Over Contrary Provisions

This Addendum, as incorporated into the Terms and Conditions, shall take precedence over any conflicting provisions contained therein. In the event of any inconsistency between this Addendum and other clauses within the Terms and Conditions, the terms and conditions outlined in this Addendum shall prevail.

VI. Modification or Discontinuation of Service

a) JC retains the unilateral right to modify or discontinue the Policy, or any constituent part thereof, at its sole discretion and without prior notice.