FOLLOW YOUR HEART

IBO Agreement

1. Introduction

The Rules of Conduct (“Rules”) form an important part of the contract between Onyxum and the IBO (the “IBO Contract”). IBOs own and operate their own Independent Businesses (“IBs”). As IBOs develop into established leaders, they play an increasingly important role in mentoring, teaching and training other IBOs about the Onyxum business. Among other things, the Rules are designed to ensure that all IBOs have the support that they need to continue to develop their IBs with Onyxum.

Under the IBO Contract, IBOs receive benefits, including: the right to purchase Onyxum Products and Services through Onyxum and the right to become a Referrer enabling you to promote and refer the Onyxum Products and Services to third parties for purchase directly at onyxum.com with an objective for the third party to register as an IBO and potentially become Referrer; the right to qualify and to receive remuneration under the Onyxum Plan; use of Onyxum's intellectual property in accordance with the Rules; and a variety of support for IBOs and future subscribers of Onyxum’s services. The Rules provide important safeguards for IBOs and Onyxum in this regard, as well as contractual rights and obligations.

By registering as an IBO/Customer at www.onyxum.com you agree to be bound by the Rules which together with Terms of Use, the Privacy Policy and any document incorporated to Rules pursuant hereto shall form an integral part of the IBO Contract.

1.1. Contractual Relationship: 11007858 Canada Inc. (“Onyxum”) has a contract with each IBO that includes all of the terms in the IBO Registration Agreement form executed by the IBO executed or authorized by the IBO, the Plan and the Rules in effect at the time the IBO executed the IBO Registration Agreement or modifications to the Plan or Rules that become effective during the term of the contract (the "IBO Contract"). The current version of the Plan and Rules can be found at www.onyxum.com

As part of the IBO Contract, IBOs have an obligation to comply with the Rules.

1.2. Choice of Law: Subject to the provisions of Rule 11, the formation, construction, interpretation, and enforceability of the IBO Contract, and all claims arising from or relating to the IBO Contract, shall be governed by the law applicable in the Province of Quebec, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the Province of Quebec or any other jurisdiction) that would cause the application of the laws applicable in any jurisdiction other than the Province of Quebec. The place where the IBO Contract is the Province of Quebec, Canada . Subject to the dispute resolution (Rule11), any legal suit, action or proceeding arising out of, or related to, the Rules shall be instituted exclusively in the competent courts of the Province of Quebec, Canada located in judicial district of Montreal although Onyxum retains the right to bring any suit, action or proceeding against you for breach of the Rules in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

1.3. Severability: If a court of competent jurisdiction determines any portion of the Rules of Conduct is unenforceable in any respect, then it shall enforce the rest of the Rules of Conduct to the fullest extent permitted by law without affecting the enforceability of all remaining Rules of Conduct.

2. Definitions

2.1 “Annual Subscription Fee” means the annual fee required to be paid by the IBO established by Onyxum.

2.2 “Copyrighted Works” means works protectable by copyrights that are owned by, created by or licensed to Onyxum.

2.3 “Customer” means a non-IBO who is an end user of products and services offered through or by Onyxum.

2.4 “Genealogy” means the structural arrangement of IBOs established by the contractual relationship that each IBO has with Onyxum.

2.5 “Genealogy Information” includes all information that discloses or relates to all or part of the genealogy, including but not limited to IBO numbers and other IBO business identification data, IBO personal contact information, IBO business performance information, and all information generated or derived therefrom, in its past, present or future forms.

2.6 “IBO Training Program” means the mandatory training program created by Onyxum in order to become a Referrer and given to

2.7 “Independent Business” or “IB” means an Onyxum’s independent business operated by an IBO(s) pursuant to the IBO Contract.

2.8 “Independent Business Owner” or “IBO” means an individual(s) operating an IB pursuant to the IBO Contract which were appointed by Onyxum on a principal-to-principal basis through this the IBO Contract to undertake promote and market Onyxum Products and Services and to register Preferred Customers with the objective of them becoming IBOs.

2.9 “Marks” means the trademarks, service marks, trade dress and trade names adopted or used by Onyxum and/or otherwise the subject of pending or existing trademark rights owned by or licensed to Onyxum, regardless of whether the trademarks, service marks, trade dress or trade names are the subject of trademark applications or registrations.

2.10 “Onyxum Business” means the providing of collective supplies, restrictions and opportunities associated with promoting Onyxum Products and Services.

2.11 “Onyxum Marketing compensation Plan” or the “Plan” means the business arrangement through which IBOs receive certain income or other compensation as described herein including the detail of Onyxum’s presentation incentive systems, sponsoring procedures and guidelines, requirements, procedures and policies, regarding the presentation of Onyxum Products and Services, the Onyxum Business and the management of a Onyxum group, as amended from time to time by Onyxum.

2.12 “Onyxum Products and Services” means all products and services, including literature, training and other support or auxiliary materials, made available by Onyxum to IBOs and/or Preferred Customers.

2.13 “Preferred Customer” means a person that has registered and purchased Onyxum Products and Services but is not an IBO.

2.14 “Professional Passport” means an IBO who has achieved the second rank of business activity as defined by the Onyxum Compensation Plan, and who, consequently, becomes bound by the additional responsibilities, and eligible for the additional opportunities.

2.15 “Prospect” means a prospective IBO.

2.16 “Referrer” means an IBO who has passed the IBO Training Program and is habilitated to market and promote the Onyxum Products and Services and refer a potential customer.

2.17 “Regular Passport” means an IBO who has achieved the minimum milestone of business activity as defined by the Onyxum Compensation Plan, and who, consequently, becomes bound by the additional responsibilities, and eligible for the additional opportunities

2.18 “Talent Training Materials” or “TTM” means all products and services (including but not limited to business aids, books, magazines, flip charts, and other printed material, online literature, internet websites, advertising, audio, video or digital media, rallies, meetings, and educational seminars, and other types of materials and services) that are (i) designed to solicit and/or educate Prospects, Customers, or prospective Customers of Onyxum Products or Services, or to support, train, motivate, and/or educate IBOs, or (ii) incorporate or use one or more of the Marks or Copyrighted Works of Onyxum, or (iii) are otherwise offered with an explicit or implied sense of affiliation, connection, or association with Onyxum. Unless otherwise specified in writing, IBOs acknowledge that nothing in this Rule, or in any other Rule, shall be construed or interpreted as a license or other permission to incorporate any Genealogy Information into any TTM the literature providing information on the Onyxum Business, Rules of Conduct for IBOs and the Terms of Use which prepares a Preferred Customer to become a Referring IBO.

2.19 “Use” means: (a) with reference to Marks, directly or indirectly placing, affixing or displaying one or more Marks on or in connection with goods or services, in a manner that tends to create the impression of an affiliation, connection, or association between Onyxum and the IBO or Approved Provider; and (b) with reference to Copyrighted Works, to reproduce, distribute and/or display copies of the Copyrighted Works, in whole or in part, including by means of digital audio transmissions, and to create any derivative works.

2.20 “VIP Passport” means an IBO who has achieved the first rank of business activity as defined by the Onyxum Compensation Plan, and who, consequently, becomes bound by the additional responsibilities, and eligible for the additional opportunities.

3. Becoming an IBO and Referrer

3.1 To become an authorized an IBO capable of promoting Onyxum Products and Services offered through or by Onyxum and registering other IBOs, an applicant must respect the Terms of Use, be 18 years of age, complete and sign the IBO Registration Agreement, pay the Annual Subscription Fee specified in the IBO Registration Agreement and successfully complete the IBO Training Program. An IBO Registration Agreement may be completed and signed in one of the following ways: (a) the applicant may complete, sign and submit an electronic version of the IBO Registration Agreement in accordance with the procedures on the Onyxum website; or (b) the applicant may complete, sign and return a paper version of the IBO Registration Agreement.

3.2 Onyxum reserves the right to accept or reject any IBO Registration Agreement. A registration shall be considered accepted by Onyxum when it receives a completed and signed IBO Registration Agreement in accordance with Rule 3.1, its contents are verified with Onyxum’s IBO records database, and the registration does not violate any Rule of Conduct. Pending receipt of a completed, signed IBO Registration Agreement, Onyxum may temporarily authorize an IBO to conduct business subject to the Rules of Conduct for up to 90 days.

3.3 The IBO understands that in order to be capable of promoting Onyxum Products and Services offered through or by Onyxum, he must pass the IBO Training Program otherwise the IBO will only be capable to potentially become a Preferred Customer allowing her/him to take advantage in purchasing Onyxum Products and Services.

3.4 IBs shall be formed initially by and in the name(s) of the individual applicant(s).

3.5 A minor over the age of 16 who desires to become an IBO must: (a) obtain a parent’s or guardian's signature on the IBO Registration Agreement; (b) be sponsored by or added to his or her parent’s or guardian’s IB if the parent or guardian of the minor is an IBO; and (c) must not be a signatory in any IB other than a parent’s or guardian’s IB.

3.6 The term of the IBO Contract shall expire one (1) year from the date the IBO registered and paid the Annual Subscription Fee to Onyxum and is automatically renewed for successive terms on one (1) year subject to the provisions of Section 3.7 of this Rule.

3.7 Provided the IBO is in compliance with the Rules and the current IBO Contract, the IBO Contract shall be automatically renewed on an annual basis and Annual Subscription Fee shall be required to be paid by no later than ten (10) days from the annual expiry date. Onyxum reserves the right not to renew the IBO Contract, or block any IBO's renewal process, if the IBO is not in compliance with all provisions of the IBO Contract.

3.8 In the event that the IBO Contract is automatically renewed and IBO fails to pay the Annual Subscription Fee, then the IBO’s Onyxum ID and account will be suspended until the Annual Subscription Fee is paid. If the IBO pays the Annual Subscription Fee three (3) months or more past the expiry date, then the IBO shall be required to repeat the IBO Training Program. If the IBO pays the Annual Subscription Fee (6) months or more past the expiry date, then the IBO shall, in addition to repeating the IBO Training Program, pay a penalty equal to one hundred percent (100%) of the then current Annual Subscription Fee. If the IBO fails to pay the Annual Subscription Fee for two (2) consecutive years then Onyxum may cancel the IBO Contract and the account will be closed. Notwithstanding the cancellation of the IBO Contract, Onyxum will maintain the IBO’s position in the Genealogy for a period of twenty-five (25) years. (IBO may reactivate its account with Onyxum and restore status as a Referrer IBO by re-subscribing at a later date provided that the Annual Subscription Fees for all the years since the cancellation until the re-subscription are paid, that the IBO completes the IBO Training Program and that an Onyxum Product or Service (package is purchased by the IBO.

3.9 An IBO may terminate his or her IBO Contract at any time prior to expiration by written notice to the Onyxum. A person who terminates his or her IBO Contract may have the option to revert to non-Referrer status and remain as a Customer or Preferred Customer until the expiry of the intended term of the IBO Contract.

3.10 An IB can be passed on to a deceased IBO’s spouse, heirs, or other beneficiary.

3.10.1 In cases where the IB is owned jointly such as a husband and wife or partnership and both Partners have successfully completed the IBO Training Program, and one spouse or partner dies, unless they have previously arranged otherwise, Onyxum will recognize the surviving spouse or partner(s) as the owner(s) of the IB. The survivor(s) must forward a certified copy of the death certificate in order for Onyxum to change its records.

3.10.2. In cases where an IBO disposes of an IB in a will, Onyxum will recognize the terms of the transfer, provided the beneficiary is an IBO who is in compliance with the Rules.

3.10.3. If there is no qualified IBO in a position to operate an IB due to probate or other court procedures, Onyxum will have the option of entering into a servicing agreement with another IBO, preferably upline in the Genealogy, to manage the IB until the proceedings are complete.

4. Responsibilities and Obligations

4.1 Under the terms of the IBO Contract, Onyxum and all IBOs agree to perform their obligations in accordance with the duty of good faith and fair dealing. An IBO will be held accountable for the actions of a partner, family member or third party acting or purporting to act on behalf of the IBO or IB, so far as the Rules of Conduct are concerned. An IBO shall not aid and abet another IBO to violate the Rules of Conduct. IBOs shall not conduct any activity that could jeopardize the reputation of Onyxum or IBOs.

4.2 No IBO shall engage in cross-group buying or selling. Cross-group buying and selling occurs when an IBO sells the Onyxum Products and Services offered through or by Onyxum to another IBO he or she did not personally refer.

4.3 No IBO shall send, transmit, or otherwise communicate any unsolicited electronic messages relating to Onyxum, its business opportunity, products or services to persons with whom the IBO does not have a pre-existing personal or business relationship. (This includes, but is not limited to, sending messages through newsgroups, purchased mailing lists, "safe lists," or other lists of individuals or entities with whom or which the IBO does not have a preexisting relationship.)

4.4 IBOs may advertise only with the express approval of Onyxum in writing.

4.5 An IBO who works in or owns a retail establishment must operate his or her IB separate and apart from the retail establishment. No IBO shall permit products, services or literature offered through or by Onyxum to be sold or displayed in retail establishments, including, but not limited to, places like schools, fairs, kiosks, vending machines, unauthorized internet websites, military stores, salons or professional offices, unless specifically authorized and approved by Onyxum. To allow Onyxum sufficient time to grant approval, the IBO must submit an application to Onyxum 30 days prior to the event.

4.6 An IBO shall at all times conduct himself or herself in a considerate manner and shall not engage in any high-pressure selling/promoting, but shall make only truthful and accurate statements about the business opportunity, Onyxum Products and Services offered through or by Onyxum. IBOs shall not make any claims about Onyxum Products or Services offered through or by Onyxum other than those claims found in Onyxum authorized literature and at www.Onyxum.com.

4.7 An IBO shall never impose himself or herself upon his/her prospective customer and shall always take a prior permission or appointment before approaching a prospective customer and shall indicate the purpose of his or her visit and identify himself or herself as a Onyxum IBO.

4.8 Onyxum Products and/or Services offered through or by Onyxum are to be sold only in their original packages and in their original formulations. IBOs may not repackage Onyxum Products or Services or otherwise change or alter any of the packaging, labels or materials of products offered through or by Onyxum.

4.9 When a Customer requests a refund within the stated guarantee period for an Onyxum Product or Service purchased through Onyxum and/or referred by an IBO, if the request is within ten (10) days from the date of purchase, the IBO shall immediately offer the individual his or her choice of: (a) a full refund; (b) an exchange for a like Onyxum Product or Service; or (c) full credit toward the purchase of another Onyxum Product or Service. If the request is made between the eleventh (11th) day and forty-fifth (45th) day from the purchase, the IBO or Customer shall be charged a thirty percent (30%) handling fee; (d) After forty-five (45) days from the purchase, the Customer can extend the refund policy by paying a predefined insurance fee on a monthly basis.

4.10 Onyxum Products or Services offered through or by Onyxum are required to be used only by the Customer or IBO and may not be transferred or sold. The Onyxum Products and Services may be exchanged with another IBO or Customer provided Onyxum grants it consent and the exchange is made with another product or service with the same point structure as per the Plan.

4.10 IBOs shall comply with all laws, regulations, and codes that apply to the operation of their IB wherever said business may be conducted. IBOs shall not directly or indirectly encourage, or aid and abet any person to violate any laws, regulations, codes, or term of the IBO Contract. No IBO may operate any illegal or unlawful business enterprise, or engage or participate in any deceptive, illegal or unlawful trade practices.

4.11 IBOs are independent contractors. IBOs shall not state or imply that they are employees, agents or legal representatives of Onyxum, its affiliates, and/or other IBOs. IBOs shall not represent or imply, either directly or indirectly, that registration creates an employment relationship between themselves and the IBOs whom they have sponsored or who have sponsored them.

4.12 IBOs shall not represent to anyone that there are franchises or exclusive territories available under the Plan.

4.13 Under no circumstances shall an IBO, directly or indirectly, solicit, assist, attempt to induce, or encourage, another IBO to request a change in position in the Genealogy.

4.14 IBOs who engage, directly or indirectly, in any activity related to the Onyxum Business in a jurisdiction outside territories in which Onyxum conducts business must do so in a manner that complies with the letter and spirit of the applicable laws, regulations, rules, policies and procedures of the Onyxum affiliate in that jurisdiction, regardless of whether they are registered IBOs in that jurisdiction. Failure to do so shall be a breach of the IBO Contract.

4.15 IBOs shall operate their IB in a financially responsible and solvent manner. Onyxum reserves the right to offset commission payments for amounts an IBO owes to Onyxum. If an IBO or any member partner in his or her IB files a petition for bankruptcy or has bankruptcy proceedings commenced against him or her, or has any assets seized by court order or taken in execution of an unsatisfied judgment debt, the IBO must immediately inform Onyxum.

4.16 No IBO shall use Onyxum Products or Services in conjunction with any type of fund-raising activity. Fund-raising includes the solicitation for the donation of funds or for the purchase of Onyxum Products or Services based on the representation that all, or some, of the gains, proceeds, donations, bonuses, or profits generated by such sale will benefit a particular group, organization, or cause.

4.17 All IBOs are responsible for communicating any updates or changes to their personal information (e.g., name, address, email address and telephone numbers, etc.) or business information (e.g., business name, address, email address, telephone numbers, addition/deletion of partner, change of business status, etc.) to Onyxum.

5. Presentation of the Plan/Business

5.1 When inviting a Prospect to hear a presentation of the Plan, an IBO must make it clear that what is being described or offered is the Plan.

5.2 When describing the Plan: (a) an IBO’s statements must be truthful, accurate and not misleading; (b) the roles of a balanced business (promotions, personal use and sponsoring) must be accurately described; and (c) all income representations must be limited to income from the Plan, based on actual experience or from Onyxum-authorized materials, TTM and provide realistic income potential.

5.3 In seeking participation of a Prospect in the Plan, an IBO shall:

5.3.1. Provide each Prospect a copy of TTM including other materials authorized by Onyxum for use with Prospects that contains the average commissions and sales figures and percentages as published by Onyxum, and orally inform the Prospect that the TTM and other materials contains the average commissions, earnings, and sales figures and percentages as published by Onyxum.

5.3.2. Use only Onyxum-authorized materials or materials authorized for use with Prospects pursuant to the terms contained herein.

5.4 In seeking participation of a Prospect in the Plan, an IBO shall not:

5.4.1 Cite lifestyle examples, e.g., travel, automobile, homes of successful IBOs, and contributions to charitable causes, unless such benefits were actually accrued as the result of building a successful IB.

5.4.2 Make representations or imply that a successful IB can be built in the form of a wholesale buying club.

5.4.3 Make representations or imply that there is no requirement for the promotion or marketing of Onyxum Products or Services by IBOs.

5.4.4 Make representation to the effect that benefits can be derived solely from the purchase of Onyxum Products and Services and make representations to the effect that the Plan is a “get rich quick” opportunity in which it is easy to achieve success with little or no expenditure of effort or time.

5.4.5 Promote potential tax benefits of the Plan.

5.4.6 Register new IBOs in a way that manipulates the new IBO’s position in the Genealogy.

5.4.7 Make representation to the effect that the offer is equivalent to an employment opportunity.

5.5 An IBO as a Referrer (sponsor) must comply with the following obligations:

5.5.1 If the IBO wishes to refer and sponsor an IBO, the Referrer must be an IBO in full compliance with the Rules of Conduct.

5.5.2 The Referrer must ensure that all IBOs whom he or she sponsors have access to and the opportunity to read the IBO Contract and encourage the IBO to attend free Onyxum trainings.

5.5.3. The sponsor must be able to train and motivate the IBOs whom he or she has sponsored with a minimum of assistance. IBOs may fulfill this obligation by use of Onyxum approved materials and Talent Training Materials.

5.5.4 The Referrer must encourage the IBO to learn the Rules and provide advice on marketing activities and encourage to adhere to the talent training in order to obtain the free business guide issued by Onyxum.

5.6. IBOs who qualify as Professional Passport or above have the following additional responsibilities:

5.6.1 Conduct or provide access to periodic sales meetings for the purpose of training and inspiring IBOs downline to the next qualified Professional Passport and maintain frequent contact with all of them.

5.6.2 Assure compliance with the Rules of Conduct by IBOs downline to the next Professional Passport or Regular Passport.

6. Preservation of the Genealogy Information

6.1. Onyxum protects the Genealogy and Genealogy Information for the benefit of Onyxum and of all IBOs. Onyxum keeps Genealogy Information proprietary and confidential and treats it as a trade secret. Onyxum is the exclusive owner of all Genealogy Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by Onyxum and its IBOs. IBOs can use Onyxum’s goodwill and Genealogy Information only for the purposes permitted under the IBO Contract.

6.1.1. IBOs acknowledge, and agree not to challenge, that: (i) Genealogy Information is confidential and a valuable trade secret owned by Onyxum; (ii) Genealogy Information is owned exclusively by Onyxum; and (iii) IBOs do not own any rights in Genealogy Information. IBOs agree not to challenge or interfere with Onyxum’s authority to license or sublicense Genealogy Information. IBOs shall not assert or seek any rights or protection of any kind in Genealogy Information other than those limited rights or protections that may be specifically granted by this Rule.

6.1.2 An IBO may use Genealogy Information only with Onyxum's prior written permission, which may be expressed through general publication (to all IBOs) or through a specific writing to one or more IBOs. Any permission granted by Onyxum shall constitute a limited non-exclusive, non-transferable, and revocable license by Onyxum for an IBO to use Genealogy Information only as necessary to facilitate his or her IB as permitted under these Rules of Conduct. Onyxum reserves the right to deny or revoke any such license, upon reasonable notice to the IBO stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of Onyxum, such is necessary to protect the confidentiality or value of Genealogy Information.

6.1.3 All IBOs shall maintain Genealogy Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Genealogy Information and maintain the confidentiality thereof. An IBO shall not compile, organize, access, create lists of, or otherwise use or disclose Genealogy Information except as authorized by Onyxum. An IBO also shall not disclose Genealogy Information to any third party, or use Genealogy Information in connection with any other businesses or to compete, directly or indirectly, with the Onyxum business.

6.1.4 An IBO shall promptly return any and all Genealogy Information to Onyxum upon resignation, non-renewal, or termination of his or her IB and shall immediately discontinue any further use thereof.

6.1.5 Every IBO acknowledges that use or disclosure of Genealogy Information, other than as authorized by Onyxum, will cause significant and irreparable harm to Onyxum, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys' fees, and disgorgement of all profits made as a result of such unauthorized use or disclosure.

6.1.6 An IBO’s obligations under this Rule 6.1 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal, or termination of that IBO’s IB.

6.2 Non-Competition and Non-Solicitation:

6.2.1 Every IBO agrees not to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Onyxum.

6.2.2 Every IBO agrees that he or she will not, on his or her own behalf or on behalf of any person or entity, directly or indirectly, encourage, solicit, or otherwise attempt to recruit or persuade (i) any IBO or (ii) any person who has been an IBO within the past two calendar years, to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Onyxum.

6.2.3 Every IBO agrees that, during the six-month period following the resignation, non-renewal, or termination of that IBO's IBO Contract and IB, he or she shall not own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Onyxum.

6.2.4 Every IBO agrees that, during the twenty-four (24) month period following the resignation, non-renewal, or termination of that IBO's IBO Contract and IB, he or she shall not, on his or her own behalf or on behalf of any person or entity, directly or indirectly, encourage, solicit, or otherwise attempt to recruit or persuade (i) any IBO or (ii) any person who has been an IBO within the past two calendar years, to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Onyxum.

6.2.5 The time periods in Rules 6.2.3 and 6.2.4 above shall be extended by any period of time during which the former IBO is in violation of the applicable Rule.

6.2.6 The geographic scope of Rules 6.2.1, 6.2.2, 6.2.3 and 6.2.4 are the territories and/or countries in which Onyxum conducts business.

6.2.7 All IBOs agree that these Rules are reasonable in both time and geographic scope.

6.2.8 For purposes of this Rule 6.2, "Key Position" means an owner, employee, agent, or independent contractor who contributes to the profitability of his or her new business or who is in a position to receive benefit or competitive advantage from his or her new business by virtue of his or her access to the Genealogy Information.

6.2.9 Nothing in this Rule 6.2 restricts competition between IBOs (a) in the sale of products or services offered through or by Onyxum to Customers or (b) in the registration of new IBOs or Customers.

6.2.10 Every IBO acknowledges that this Rule 6.2 protects the reasonable competitive business interests of Onyxum and IBOs, and that a violation of any subsection of this Rule 6.2 will cause significant and irreparable harm to IBOs and Onyxum, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys' fees, and disgorgement of all profits made as a result of such violation.

6.2.11 Except for obligations under Rule 6.2.1 and Rule 6.2.2, an IBO's obligations under this Rule 6.2 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal, or termination of that IBO's IBO Contract and IB.

6.3 Except as provided in Rule 6.2, IBOs may engage in other business ventures, including other selling activities, involving products, services, or business opportunities. However, IBOs may not take advantage of their knowledge of/or association with other IBOs whom they did not personally register, including their knowledge resulting from or relating to Genealogy Information, in order to promote and expand such other business ventures.

6.3.1 Every IBO agrees not to solicit, directly or indirectly, other IBOs whom he or she did not personally sponsor in order to sell, offer to sell, or promote other products, services, business opportunities, investments, securities, or loans not offered through or by Onyxum. Every IBO agrees not to sell, offer to sell, or promote any other business opportunities, products, or services in connection with the Plan.

6.3.2 Nothing in this Rule 6.3 restricts, for example, an IBO regularly engaged in the operation of a service station, auto dealership, retail establishment, salon, or a professional service (e.g., law, medicine, dentistry, or accounting) from serving customers who are IBOs and who have sought them out. But an IBO shall not actively solicit the patronage of other IBOs based on knowledge or information gained as a result of being an IBO.

6.4 The sale of an ownership interest in an IB, transferring an IB, merging IBs, separating or dividing an IB, or assignment of any rights or obligations under an IBO Contract require express approval of Onyxum in writing. None of the foregoing may be used to manipulate the Genealogy.

6.5 An individual transfer involves the transfer of an IBO without any downline IBOs. Any IBO who wants to change his or her sponsor/upliner must submit a written request to Onyxum accompanied by (1) a written release signed by all the IBOs sponsor/upliner in the Genealogy up to and including the first qualified IBO with VIP Passport, (2) a written acceptance from the new IBO sponsor and new upline VIP Passport, and (3) a statement indicating the business reason for the transfer request. Upon Onyxum’s express approval in writing of the request, the written acceptance from the new sponsor and upline VIP Passport confirms that they will incur all responsibilities of the transferring IBO.

6.6 An IBO who wishes to transfer to a different IBO upliner/sponsor but is unable to obtain the necessary consents may not register under a new sponsor until the IBO has terminated his or her IBO Contract or failed to renew for two (2) consecutive years. The former IBO may then register as a new IBO under a new sponsor.

6.7 An IBO who owns and operates an IB may sell his or her ownership interest in such IB only to another IBO who is in compliance with the Rules of Conduct, and who has the sufficient skills, experience, judgment and resources to operate the IB, as reasonably determined by Onyxum or sell it to Onyxum at Onyxum’s option. Onyxum requires that specific terms of sale be included in any sales agreement. An IB may be sold only with the express approval of Onyxum in writing to an upliner in the Genealogy.

6.7.1 In order to preserve the Genealogy, the selling IBO must offer his or her IB in the order of priority stated below, and the IBO(s) interested in purchasing the IB must meet all of the terms and conditions set forth in these Rules.

6.7.1.1 The first option to purchase belongs Onyxum, who retains the right to acquire the IB throughout the negotiations to sell the IB by meeting the price and conditions of any bona fide offer received by and deemed acceptable to the selling IBO;

6.7.1.2 The second option to purchase belongs to the selling IBO’s VIP Passport IBO, who retains the right to acquire the IB throughout the negotiations to sell the IB by meeting the price and conditions of any bona fide offer received by and deemed acceptable to the selling IBO;

6.7.1.3 The third option to purchase belongs to the selling IBO’s Professional Passport IBO so long as the first option has not been exercised. In the event the selling IBO has no International Sponsor, the local Sponsor retains the right to acquire the IB throughout the negotiations to sell the IB by meeting the price and conditions of any bona fide offer received by and deemed acceptable by the selling IBO;

6.7.1.4 The fourth option, exercisable so long as the first or second options above have not been exercised, belongs to any one of the selling IBO’s Regular Passport IBO;

6.7.2 If Onyxum operates an IB, and has entered into a servicing agreement with an IBO to manage the IB, Onyxum shall have the option of selling the IB to the servicing IBO.

6.7.3 When an IB is sold, it will remain in its same position in the Genealogy.

6.8 If an IBO resigns, fails to renew, terminates his or her IB, dies without transferring the IB, or is terminated by Onyxum, Onyxum shall decide the future of the IB in accordance with these Rules.

7. Talent Training Materials

7.1 General Rules on TTM

7.1.1 IBOs may sell TTMs only in accordance with Rule 7.1. TTM created, used, promoted, distributed, or offered for sale by or to IBOs must: (a) comply with all quality assurance standards determined from time to time and any applicable Rules of Conduct relating to their use, promotion, and sale; (b) be submitted to Onyxum for review prior to use, promotion, distribution or sale; (c) be authorized by Onyxum; and (d) if required for the category of TTM, bear the Onyxum ID provided by Onyxum. Without the prior written consent of Onyxum, TTM may not be offered for sale to Prospects.

7.1.2 All TTM either created by an IBO or Onyxum must be sold through the Onyxum Website. All TTMs will be sold in digital format through an acces link.

7.1.3 Onyxum’s satisfaction guarantee and refund rules for TTM do not apply to materials not sold by Onyxum and/or not sold through the Onyxum Website. TTMs may only be sold subject to the right of the purchaser to return such TTM for a refund in accordance with the following:

7.1.3.1 The terms of the refund policy, must be clearly communicated to the Purchaser prior to any sale.

7.1.3.2 TTM offered in the form of website subscriptions and downloadable media or digital format accessible by link through the Onyxum Website are refundable only if the link has not been accessed. If the link has been accessed and the TTM has been opened and/or downloaded by the Purchaser, then the TTM shall not be refundable. Notwithstanding the foregoing, after downloading the downloadable media or digital format, Purchasers are entitled, if dissatisfied, to obtain a replacement download of equal value within 30 days of the purchase of the subject downloadable media.

7.1.4 IBOs promoting, selling, distributing, or offering TTM for sale must: (a) ensure that such TTM are not sold or offered for sale in conjunction with the IBO's registration with Onyxum; (b) provide purchasers of such TTM with any disclosures or other information that may be required by Onyxum from time to time; (c) clearly inform every IBO purchasing TTM that purchasing TTM is optional, is strictly voluntary, and may be helpful but is not necessary to build a successful independent business; and (d) advise the purchaser about refund policies that apply to such TTM in accordance with Rule 7.1.2.

7.1.4 An IBO who promotes the TTM for sale shall use reasonable efforts to determine that the quantity and cost of TTM are reasonably related to sales volume and profits of the purchaser's IB.

7.1.5 IBOs may organize seminars, events, or business meetings for IBOs consistent with their training obligations as sponsors or as per the Passport levels.

7.1.6 IBOs creating, using, selling, promoting, or distributing TTM must obtain appropriate written authorization from Onyxum in accordance with Rule 8 in order to Use any Marks or otherwise use any copyrighted material or other intellectual property of Onyxum in connection with such TTM.

8. Marks and Copyrighted Works

Onyxum’s Marks and Copyrighted Works are important and valuable business assets of Onyxum. The Marks help identify the source and reputation of Onyxum’s products and services worldwide and distinguish them from those of competitors. Onyxum makes commercially reasonable efforts to protect the Marks from improper use, including through the Rules of Conduct and a corporate identity program that requires the correct and consistent use of the Marks, both in appearance and substance.

8.1 An IBO may Use Onyxum's Marks and Copyrighted Works only with Onyxum's prior written permission, which may be expressed through general publication (to all IBOs) or through a specific writing to one or more IBOs. Without limitation, Onyxum may require conformity with specifications, may require that materials that Use Onyxum’s Marks and/or Copyrighted Works be sourced from Onyxum or an Onyxum-approved supplier, and may otherwise condition Use of its Marks and Copyrighted Works. Any permission granted by Onyxum shall constitute a limited, non-exclusive, nontransferable and revocable license to Use such Marks and Copyrighted Works solely in connection with the Onyxum business in the territories/countries in which Onyxum conducts business. Subject to conditions and specifications published or specifically provided in writing from time to time, the Marks and Copyrighted Works may be Used only on: (a) exterior and interior office signs; (b) all forms of vehicle signs; (c) telephone listings; (d) promotional literature; (e) stationary; (f) premiums; and (g) business cards. Other proposed Uses will be considered upon request. Without limitation, Onyxum will not authorize an IBO to use the Marks on imprinted checks.

9. Amendment to the Rules of Conduct

Onyxum may modify the Rules of Conduct in accordance with the following procedures.

9.1 Onyxum shall have the sole and unfettered discretion to amend the Rules of Conduct.

9.2 Notwithstanding the provisions of Rule 10.1, Onyxum will notify IBOs of the proposed changes subject to Rule 10.1 by making them available on www.Onyxum.ca and shall become effective fifteen (15) days from their posting on www.Onyxum.ca

9.3 Prior to the effective date of any proposed Rule change, any IBO who is unwilling to accept a Rule change can, if he or she wishes, provide notice of his/her intent to resign from the Onyxum business on the effective date of the Rule change. Unless the proposed Rule change is withdrawn, the IBO’s resignation will become effective. In such event the IBO may only continue to have the right to purchase Onyxum Products or Services.

10. Complying With the IBO Contract (Remedies for Breach)

Complying with the IBO Contract is essential for preserving a strong and viable business for IBOs and Onyxum. IBOs and Onyxum each have rights and responsibilities in case of a breach of the IBO Contract.

10.1 If Onyxum detects a potential breach of the IBO Contract, it will first investigate as appropriate. Before taking enforcement action, Onyxum shall attempt to contact the IBO in an effort to resolve the issue. If after the communication the issue is not resolved, then Onyxum may take any enforcement action authorized by the IBO Contract including, but not limited to, one or any combination of the following:

10.1.1 A written warning to an IBO, and/or upline or downline IBOs in the Genealogy.

10.1.2 Retraining an IBO, and/or upline or downline IBOs in the Genealogy.

10.1.3 Suspending some or all of the rights of an IBO for a specified period of time, or until certain conditions have been satisfied.

10.1.4 Withdrawing or denying an award, trip, pin recognition or other incentive.

10.1.5 Withholding any weekly or annual commission payment, bonus or incentive payments.

10.1.6 Compensatory remedies, as applicable.

10.1.7 Transferring an IBO.

10.1.8 Demand that an IBO cease and desist from using the Marks and Copyright Works

10.1.9 Terminating an IBO Contract.

10.2 All IBOs are required to respond to inquiries and otherwise cooperate in a timely fashion with any investigation conducted by Onyxum. Failure to respond to inquiries or to otherwise cooperate in a timely fashion is a breach of the IBO Contract and may result in Onyxum taking action against the IBO and IB.

10.3 The failure of Onyxum or any IBO to enforce any breach of any provision of the IBO Contract shall not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of the IBO Contract.

10.4 In the event of termination pursuant to 10.1.8 of these Rules, the IBO shall be given written notice of Onyxum’s decision by email. The notice of termination shall be emailed mailed to the last email address of such IBO as shown in Onyxum’s records and shall clearly state:

10.4.1 the Rule(s) violated by the IBO;

10.4.2 the date on which the termination shall become effective.

10.5 Upon termination, the IBO shall forthwith:

10.5.1 Cease to use all Marks and Copyright Works including but not limited to trademarks,

trade names, content, or other property used in or related to the Onyxum business.

10.5.2 Cease to identify as an Onyxum IBO.

10.6 In the event of termination:

10.6.1 the IBO shall have no claim against Onyxum in respect of the termination; and

10.6.2 the IBO shall not be entitled to any further commission generated by the IB arising or accruing after the date of termination, except the right to use his/her purchase Onyxum Services which were purchased prior to the termination date.

11. Dispute Resolution Procedures

Disputes arising out of or relating to an IB, the Plan or the IBO Contract (“Disputes”) shall be resolved in accordance with this Rule. The dispute resolution procedures in this Rule apply to Disputes involving the following parties: (1) an IBO, a former IBO; (2) Onyxum and any parent, subsidiary, affiliate, predecessor, or successor thereof, or any of their officers, directors, agents, or employees (the “Party” or “Parties”). Rule 11 is reciprocal and applies to all of the Parties.

The only exception is when the claim made by an IBO or Onyxum is for a debt on account for product or services offered through or by Onyxum to or on behalf of the IBO, and the only Parties to that claim are Onyxum and the IBO, and the total value of the claim is less than $10,000.00. In such cases the IBO or Onyxum may elect to pursue the claim in any court of competent jurisdiction including small claims court. In all other cases the Parties will resolve the dispute as provided for under these Rules, up to and including binding arbitration if necessary.

11.1. Nothing in these Rules prevents Onyxum, an IBO, or any other one of the Parties from seeking temporary or preliminary injunctive or other relief from a court of competent jurisdiction, notwithstanding the Parties’ obligation to participate in Conciliation or Arbitration under Rule 11.

11.2. The Parties, when involved in the dispute resolution process in any manner, will not disclose to any other person not directly involved in the dispute resolution process: (a) the substance of, or basis for, the Dispute; (b) the content of any testimony or other information obtained through the dispute resolution process; or (c) the resolution (whether voluntary or not) of any matter that is subject to the dispute resolution process. However, nothing in these Rules shall preclude any one of the Parties from, in good faith, investigating a claim or defense, including interviewing witnesses and otherwise engaging in discovery.

11.3. The Conciliation procedures are designed to resolve disputes efficiently in a non-confrontational setting, through education, mediation, and conciliation. The Conciliation requirement is reciprocal and applies to all Parties. The Party first seeking resolution shall commence Conciliation by providing a Request for Conciliation to the other affected Parties.

11.3.1. The first step in Conciliation is non-binding mediation (“Mediation”) before an independent neutral mediator acceptable to all Parties. Onyxum can provide a list of possible mediators, but the Parties are not obligated to agree to any mediator on that list.

11.3.2 In all instances where the Parties cannot agree on a mediator within ten business days of receiving the Request for Conciliation, they authorize Onyxum to request the American Arbitration Association (AAA) to select a mediator.

11.3.3. Onyxum will pay the reasonable fees of the mediator for up to one full day.

11.3.4 The mediation shall take place within 30 days of selection of a mediator. The Parties may agree to extend this date by 30 days. In addition, on a request of a Party, the mediator may extend the deadline for not more than an additional 30 days. All Parties must appear in person or, if authorized by the mediator, by telephone.

11.3.5 The mediation proceeding is confidential and not open to the public; but any participant may, if he or she chooses, be accompanied by an attorney or another personal representative, such as an upline IBO or a friend or family member, as long as the representative agrees to respect the confidentiality of the process.

11.3.6 All Parties who receive notice of the mediation are required to participate. The Parties are strongly encouraged to attend the mediation in person, but are not required to do so. Should the Parties choose to attend in person, they are responsible for their own expenses. Failure by Onyxum or any disputing IBO to participate in good faith is a breach of the IBO Contract, and the breaching Party shall reimburse the other Parties for any expense directly caused by the breach, as determined by the mediator.

11.3.7 The mediator shall within two weeks following the mediation provide the Parties with a written statement summarizing any agreement between the Parties resolving their disputes and, for any dispute not settled, declaring that the Parties are at impasse. The mediator may, at his/her discretion, recommend a resolution for any dispute not settled in the mediation. Within two weeks of receiving this summary, each Party shall state in writing whether or not it agrees with any recommendation by the mediator, in whole or in part.

11.3.8 If any dispute or any part thereof is not resolved by mediation under Rule 11.3.1, then the Parties shall go to Arbitration.

11.4 Arbitration: The Parties shall submit any Disputes that were not resolved through the process described in Rule 11.3, through binding arbitration in accordance with this Rule 11.4.

11.4.1 The arbitration award shall be final and binding and judgment thereon may be entered by any court of competent jurisdiction.

11.4.2. Class Action Waiver: The Parties mutually waive any right to assert any Dispute as a class, collective or representative action, or to participate in any Dispute asserted as such.

11.4.3. No Class Arbitration: The Parties agree that, if the Class Action Waiver at Rule 11.4.2 is found to be void or unenforceable for any reason, any motion to have the Dispute certified as a class action, and any ensuing class action should it be certified, must be heard and disposed of only by a court, and not by an arbitrator; class action claims cannot be submitted to arbitration under these Rules under any circumstances.

11.4.4. The complaining Party may file a demand for arbitration with either the American Arbitration Association (“AAA”) or JAMS. The arbitration will be commenced and conducted in accordance with the AAA or JAMS (whichever is chosen) fee schedules and commercial arbitration rules and this Rule 11.4. If there is any conflict between the JAMS or AAA arbitration rules and this Rule11.4, Rule 11.4 shall apply.

11.4.4.1. If an IBO demands arbitration against Onyxum and the IBO’s claim is less than $10,000, Onyxum shall pay for all applicable fees of AAA or JAMS for initiating and administering the arbitration and the reasonable fees for the arbitrator for up to two days.

11.4.5. Demand for arbitration shall be made within two years after the claim arose, but in no event after the date when the initiation of legal proceedings would have been barred by the applicable statute of limitations. The two-year period or any shorter statutory limitations period shall be tolled during the Conciliation process described in Rule 11.3, provided that Conciliation shall not revive any limitations period that has expired before the time a Party invokes Rule 11.3.

11.4.6. Unless all Parties to the arbitration agree otherwise, a single arbitrator shall be chosen, and Arbitrator candidates must have at least five years' experience as a state or federal judge or as a full-time ADR professional, including substantial experience in commercial arbitration.

11.4.7. The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to any claim that all or any part of this Agreement is void or voidable.

11.4.8. The arbitrator’s award shall be limited to deciding the rights and responsibilities of the Parties in the specific dispute being arbitrated. The arbitrator’s award shall have no collateral estoppel effect in any other proceeding. The arbitrator shall not provide a statement of reasons for his or her award unless requested to do so by all Parties.

11.4.9. Similar claims involving multiple Parties may be consolidated before a single arbitrator if all Parties agree. The arbitrator will decide any disputed consolidation issues.

11.4.10. Notwithstanding any discovery provisions in the JAMS or AAA commercial arbitration rules incorporated in paragraph 11.4.4 above, no discovery shall occur in an arbitration under these Rules unless and until specifically authorized by the arbitrator. The arbitrator shall decide the amount, scope and timing of discovery as appropriate in each case. In addition, before requiring any discovery, the Parties involved in the arbitration shall agree on an appropriate confidentiality order consistent with the IBO Contract. If they fail to agree, the arbitrator shall impose appropriate confidentiality requirements on the Parties and witnesses.