Table of Contents

MEMBERS’ POLICIES & PROCEDURES(P&P)

SECTION 1 – INTRODUCTION

This Policies& Procedures (“P&P”) govern the way a Member (an Independent Contractor)does business with Global Trend Alliance Limited (“GTA”), its AffiliatedCompanies, Divisions, other members, and retail customers. These Policies andProcedures, along with Welcome Team Multiplier Sales Compensation Plan (“WTMSales Compensation Plan”), Member Application and Agreement (”MemberAgreement”), and such other agreements may be now exist or hereafter amended fromtime to time constitute a complete and binding agreement and understandingbetween a Member and GTA. Failure to comply with the provisions of any of thesedocuments may result in the termination of a Member’s Agreement or the loss ofa Member’s right to receive Commissions, Bonuses or Rewards. GTA reserves theright to modify any of these documents from time to time but will provide a priornotice before any change(s) is/are made effective.      

Should anyportion of the Agreement, or any instrument published by GTA be declaredinvalid in any court of jurisdiction, the balance of such policies, procedures,rules, regulations, applications, or instruments shall remain in full force andeffect.

P&P isimplemented with the purpose of safeguarding the rights and regulating theobligations of its Member rather than restraining the member’s independentbusiness activities. A member must understand and abide by the P&P for theobjective of building a healthy networking business environment for a long termand profitable business; and maintaining a fair playing ground by promotingunity and positive harmony among Member; and between Member and GTA and itsaffiliates. The strength and success of a Member is a collective effort,founded upon the enduring partnership of commitment and trust that existsbetween GTA and its Member.

It is theresponsibility of each Member to; (i) read, understand, adhere to and ensurethat he/ she is fully understand and comply with the most updated version ofthe P&P; (ii) frequently update their personal contact details andcorrespondence/e-mail addresses for the purpose of communication. Thecommunication and/or updates shall be sent/emailed to Member at the last knownaddress stored in GTA’s database.

Each Member acknowledgesand agrees that the relationship between a Member and GTA is entirelycontractual. GTA will not recognize any claim by a Member that the relationshipis or has been quasi-contractual which has arisen from any implication from anycontinuing practice or any course of action or has been verbally authorized byany employee of GTA which in contradiction with GTA P&P or policy, or isotherwise implied in fact or in law.

1.1  Member Code of Ethics

A Member isrequired to observe the Member Code of Ethics at all time, acknowledge andagree to pledge:

a.      I will follow the higheststandard of honesty and integrity in conducting GTA Business.

b.      I will abide by P&P, rules,regulations, Code of Ethics, and directives at all time.

c.       I will not conduct anyfraudulent act in promoting GTA business.

d.      I will fulfill my leadershipresponsibilities as a sponsor to train, support and communicate with themembers in my network.

e.      I will present WTM CompensationPlan accurately and honestly, clearly portraying the level of efforts requiredto achieve success.

f.        I will not make any negativeor disparaging remarks about GTA, its products, officers and employees, orother people, products or firms. I shall respect GTA as well as the networkmarketing business.

g.      I will not retail GTAproducts at below or above the standard authorized prices.

h.      I will not use GTA tradename(s), information, literature, advertising material and downline network or anyother GTA resources for other businesses interest. I will continuously striveto ensure that my customers and my downline network Member is satisfied withthe GTA products and my service.

1.2  Independent ContractorStatus

A Member isan independent contractor and shall not imply or represent himself/herself as afranchisee, partner, employee, agent or authorized representative of GTA andshall neither have the right to negotiate or conclude any contract on behalf ofGTA nor hold himself/herself as having such a right. Each member shall hold GTAharmless from any claims, damages or liabilities out of the conduct of his/herbusiness practices.

1.3  Confidential Information

As a memberof GTA, he/she has gain access to Confidential Information that he/sheacknowledge to be proprietary and highly sensitive & valuable to GTA. Theinformation includes manufacturer information, product formulas, genealogyreport, sales and commission report and any other financial and business reportthat are available to GTA member solely and exclusively for the purposes ofpromoting GTA business in product selling, prospecting and/or sponsoring newprospects, training and any other GTA activities or programs. It was agreed bymember that he/she will not disclose any confidential information to any thirdparty directly or indirectly, or use the information to compete with GTA

Member andGTA agreed that this information will not make available and/or accessible tomember without this agreement of Confidentiality and non-disclosure. Thisobligation will survive the termination or expiration of the Member Agreement.  

1.4  Confidentiality of Membership Information

As a memberof GTA, he/she may have access to information about other Memberships and theirdownline organization (network) for allowing him/her to manage and providebusiness supports to his/her GTA business organization (network). Thisinformation includes downline’s name, address, email address, phone number,product purchased and earning. These are highly confidential and member shallnot disclose this information to other members or to any other party. Themember, by executing the Agreement, consents to the use of these information solelyfor the business of GTA, including to enforce the terms and rights under theAgreement and to comply with applicable laws. Member agreed to theserestrictions and acknowledge that, but for his/her agreement of confidentialityand nondisclosure, GTA would not provide such information available to him/her.

1.5  Personal Information

Personalinformation provided by member in details of his/her ID number, telephonenumbers, addresses, photographs, videos, etc will be treated as confidentialand shall only be used for supporting GTA business in related to the membershipissues, downline organization, bonuses, other relevant business issues forpromotional and marketing purposes, and for any other specific purposes inproviding GTA business supports and etc, unless required by law.  

Allinformation submitted by the member will be held by GTA at its corporateoffices in Hong Kong, its regional offices, and/or its local affiliatedcompanies in the member’s resident country. By signing the MembershipApplication Agreement, the member has consent to the transfer of his/herpersonal information outside of his/her local base resident country for GTAbusiness purposes.

As a member,he/she should understand the obligation to provide the personal informationrequested in the Membership Application Agreement, failing which will result inrejection of his/her membership application. Any other personal data andinformation other than those required in the Membership Application Agreementshall be treated as given voluntary by member. It’s understood by member thathe/she has the right to request to access and to request the correction ofhis/her personal information by contacting GTA Customer Service Department.          

SECTION 2 – BECOMING A GTA MEMBER (AN INDEPENDENT MEMBER)

   2.1 MemberEnrollment

An Applicant may apply to become a Member by :-

a.      Completing, sign and returna hardcopy of Member Application Agreement with product purchase payment andother Identification and/or supporting documents to GTA corporate office; OR

b.      Enrollment by sponsorthrough online registration with the Member Application Agreement and productpurchase payment.

2.2 Eligibility

a.      Any individual who is oflegal age in Hong Kong or any country or state of residence that the GTAhas officially announced its opening for business.

b.      GTA reserves the right toaccept and reject any application without assigning any reason whatsoever.

c.       A Member must not be anexisting agent, representative, employee or spouse of an employee of GTA.

d.      All applications must besponsored by an existing authorized Member.

e.      All Membership is singlemembership. A Member may own or have an ownership interest in only onemembership except as where an existing Member purchases another membership.

f.        Married couples can maintaintwo separate memberships under the same line of sponsorship provided they aredirectly sponsored by his/her spouse.

g.      Corporations, limitedliability companies, partnerships and/or trusts may become GTA member ONLYafter they submitted their Member Agreement signed by all participants, productpurchase payment coupled with copies of articles of incorporation, articles oforganization, partnership agreement, or trust document or any other charter ororganizational documents of complete list of members, directors, partners,trustees and beneficiaries that filed with the authority. (*Please refer toGTA for supporting documents needed)    

2.3 Taxation

GTA memberswill be treated as Independent Contractor (Section 1.2) for Federaland/or State tax purposes, therefore, he/she shall responsible for thepayment of all income, self-employment and other taxes related to his/her GTAbusiness and earnings.

2.4 Lead Distribution  

Occasionally, there aresome prospects contact GTA seeking information pertaining to GTA opportunity.If a prospect is familiar with or being serviced by an existing GTA member, thenGTA will recommend the prospect to continue contacting that member for productsor as a sponsor. However, if the prospect is not familiar with any member ofGTA, then GTA shall considered the prospect’s inquiry as “unsolicited”.

GTA shall consider amember for “unsolicited” leads based on the qualifications:

a.      Membership status as well asthe sales activities for the past sixty (60) days

b.      Recruitment activity for thepast sixty (60) days

c.       Proximity to the prospect.If several members qualify under these requirements, leads will be rotatedand/or divided among them, based upon the criteria stated herein and at GTA’ssole discretion.

d.      GTA will consider thosemembers who exhibits field leadership in conducting business meetings andtraining workshops.

The Lead Distributionsystem is intended to be fair and is structured to reward active members.However, GTA reserves its sole discretion in making such assignments.

SECTION 3 – TERMS AND RENEWAL

3.1  Term

a.      Upon registration of theMember Application Agreement, the Membership is valid and considered “active”for a term of 365 days from the date of acceptance by GTA.

b.      Member is required to keep his/heraccount active for 365 days consecutively, failing which membership shall beterminated by GTA.

c.       Member is entitled torescind the Agreement within 7 working days from joining date or resign fromhis/her membership at any time thereafter with written noticeto GTA. His/her downlines shall be transferred to his/her upline/sponsor.

d.      A Member must wait until theexpiry of his/her membership (i.e. 365 days from last purchase or 6 monthsafter GTA received his/her resignation letter), whichever comes first or suchother time at GTA’s discretion, to determine before reapplying to be a Memberunder new sponsor.

3.2  Renewal

a.      Member is required to renewhis/her Membership annually by paying a System Admin renewal fee of USD10 (HKD80)on or before end of 365 days failing which membership shall be terminated by GTA.Alternatively, System Admin fee shall be waived if Member maintains PS≥60CV in asingle receipt / purchase within 365 days prior to the anniversary date.

SECTION 4 – SPONSORING & PLACEMENT CHANGE/CORRECTION

4.1     Sponsoring

GTA memberis entitled to sponsor any other individuals into his/her network organizationin any countries officially launched by GTA. Member is compensated only from thegeneration of sales of GTA products and services but not introducing andsponsoring new members into his/her network organization.

4.2     Principal ofSponsorship Change

a.      It is against GTA policy forany Member to change sponsor through all means. Any application submitted withthe intention of changing sponsors will not be permitted.

b.      It is against GTA policy fora Member to be sponsored under two or more memberships. Such conduct willresult in his/her membership being terminated.

c.       Application for thechange of sponsor or transfer of some of his/her entire personal group isstrictly not permitted.

4.3     Cross – Sponsoring

a.      No Cross-Sponsoring ofmembership shall be allowed. Cross-Sponsoring in this context means:

  i.      Sponsor / enroll an existingMember from another group member.

  ii.      Enrolling under anothersponsor to operate his/her GTA business while his/her existing membership isstill valid.

iii.      Allowing other people orrelatives to use his/her GTA membership to conduct business.

b.      In the event of Cross-Sponsoring,the following actions shall be taken:

  i.      The membership of the Memberwho sponsored /enrolled an existing Member of other group shall be terminated.

ii.      The newly enrolled Members ofthe entire network organization shall be transferred back to their originalsponsor.

iii.      If Member “A” is found tohave used other people’s or relative “B’s” membership under another group tocarry out business, “B’s” membership will be terminated and all of “B’s”downline network organization shall be transferred to “A”.

c.       GTA reserves the right:

  i.      to withhold commission/bonuspayment of the offending Member; and/or,

ii.      to terminate the offendingMember at GTA’s discretion.

4.4      Rules of Placement

a.      Sponsor shall have the soleright to place the placement of the downline he/she personally sponsored andcan only place the placement under his/her existing membership account withinhis/her downline network organization.

b.      Sponsor cannot placedownline which contravene with Sections 4.2 and 4.3 above.

c.       It’s the duty of the sponsorto place his/her downline in his/her placement genealogy in order to generatecommissions/bonus payment.

d.      In the event the placementinstruction from the sponsor is not clear, erroneous, contrary to the P&P(including the WTM Compensation Plan) or he/she gives no placement instructionat all, the downline membership account placement shall be by way of defaulti.e. auto-placement in the first vacant position of his/her sponsor membership account.

4.5.    Placement Change /Correction

a.      It’s the duty of the memberto ensure he/she makes the right placement for their downlines with the rightsponsor information.

b.      It cannot be deemed to havethe placement changed and sponsor changed if any mistakes made by any members.

c.       Therefore, Company has theright to reject any request at its sole discretion upon any request on theplacement and sponsor changed.

4.6         Exception to Sponsorand Placement Correction

a.      Exception to the Section4.2 and 4.5 may apply due to the genuine typo error and subject to One Sponsor correction and placement change (subjectto additional Conditions) which must be requested within 3 days from thedate of enrollment.

b.      Such corrections must berequested in writing from both (all) the sponsor(s) and the applicant statingthe reasons for correction, and summit with their identities proof.

c.       It will be reviewed forapproval by GTA in its sole discretion.

d.      It is also subject to Feefor the corrections to be made

SECTION 5 – REPRESENTATIONS & OBLIGATIONS

5.1.    Representations

a.      Member shall not enroll orattempt to enroll an individual without his/her knowledge or enroll or attemptto enroll a non-existent individual (phantom) as a Member or fraudulentlyexecute a Member Application Agreement on his/her behalf.

b.      Member shall only conduct his/herbusiness operations within the country where he/she has joined as a member.

5.2.Obligations

a.      Member shall be responsibleto make tax payment in relation to his/her earnings in accordance with therelevant local tax legislations/regulations (Section 2.3).

b.      Member shall comply with allrelevant applicable laws, legislations, regulations and ordinances concerninghis/her business operations in their respective country of residence.

c.       Member is required toprovide guidance, adequate training and supervision to his/ her downlines andto the Member he/she sponsored.

SECTION 6 – VIOLATION OF POLICIES & PROCEDURES ANDTERMS OF TERMINATION

6.1.ProhibitedActs

A Membershall not:

a.      Incur any liability or debtin the name or on behalf of GTA;

b.      Make or modify or alter ordischarge any contracts in the name of GTA;

c.       Negotiate, enter intocontracts and/or agreements for and on behalf of GTA;

d.      Sponsor or solicit orattempt to sponsor or solicit GTA’s Member, employee, supplier, manufacturer,consultant and vendor into any trade, business or profession whether directlyor indirectly in competition with or in conflict with GTA’s interest or toalter or terminate their employment or business relationship with Company;

e.      Solicit the participation ofany GTA’s Member, employee, supplier, consultant, manufacturer, and vendor topurchase any products other than GTA’s or opportunity or to participate in anytrade, business or profession whether directly or indirectly in competitionwith or in conflict with GTA’s interest. Notwithstanding the aforesaid, thisprovision does not apply to businesses/ trades conducted by other associatedand related companies within GTA and its affiliates;

f.        Be engaged in or beinterested whether directly or indirectly or whether as director, shareholder,proxy, principal, agent, servant or licensee in the promoting the interest oropportunity and sale of any products or goods other than those of GTA in anytrade, business or profession in competition with or in conflict with GTA’s interest.Notwithstanding the aforesaid, this provision does not apply to businesses /trades conducted by other associated and related companies within GTA and itsaffiliates;

g.      Influence existing Member,employees or agents of GTA or its subsidiaries in any manner that may bedetrimental, prejudicial, adverse or which may disrupt the operations or imageof GTA;

h.      Be involved in any mediarelease pertaining to GTA’s corporate-related information (including personalinterviews granted) to newspapers/magazines/others without prior writtenapproval / consent from GTA;

i.        Violate any terms stipulatedin the P&P, rules and regulars, Code of Ethics, and directives.

6.2.    Reporting ofViolation

It is theobligation of every Member to abide by the terms of the Membership Agreementand P&P. If any Member observes another Member deemed to have violated anyprovisions of Membership Agreement and P&P, he/she should report suchviolation to GTA either by hand, write in or emailing to Customer ServiceDepartment, giving details pertaining to the nature of the alleged violation.

6.3.    Rectification,Suspension and Termination Procedures

GTA reservesthe right to suspend and/or terminate any membership account / position forcause when it is deemed to have violated the provision of Terms of the MembershipAgreement and P&P. Violation of the terms of the Membership Agreement and P&Pis a serious issue and constitutes a breach of agreement by the Member. It islikely to cause a negative impact not only on the business of the Independent Memberinvolved, but also on others.

In theevent of possible violation, the following procedure shall be observed:

a.      Upon any possible violationof the P&P, a complaint must be lodged immediately with GTA. Thecomplainant may hand in, write in, or email to Customer Service Department,giving details pertaining to the alleged violation. The complainant must alsoinform his/her sponsor and/or upline about the complaint lodged against theComplainee.

b.      Upon receiving thecomplaint, GTA shall notify the Complainee, demanding a swift response within areasonable time and give him/her the opportunity to explain himself/ herselfregarding the alleged violation.

c.       In the event GTA found theinformation provided by both the complainant and the Complainee is inadequate, GTAreserves the right to request for more details from either party and/or 3^rd parties involved.

d.      Upon securing more and/orfull details pertaining to the alleged violation as claimed by the complainant,GTA shall start a dialogue with the Complainee to ensure he/she is understoodof the alleged violation(s) and not repeating the alleged violation. If it’s notresolved, the complaint lodged shall be brought to GTA’s management for resolutionand decision.

e.      If by acting on theprinciple of impartiality, GTA is convinced that the only way to rectify theestablished violation is to suspend or terminate the membership of theComplainee, GTA shall give a notice in writing citing the reason(s) for action(s)to be taken. This notice shall be delivered through postal or email to the lastknown address and/or email address of the Member (Complainee) as listed in GTA’sdatabase. The letter shall include a brief description of the complaint lodgedand to spell out the necessary actions to be taken to rectify his/her allegedviolation as well as the deadline for his/her compliance.

f.        Failure on the suspendedMember’s part in rectifying his/her alleged violation within the deadlinestipulated and a timely appeal is not made by the Member in accordance with theappeal procedure set forth shall eventually lead to the termination of his/hermembership.

g.      GTA reserves the right totake necessary actions against the terminated Member and demand anycompensation for damages and legal costs incurred, if any.

h.      GTA reserves the right toamend or change any part of the above procedure whenever necessary withoutgiving prior notice.

6.4.Effects of Suspension

a.      During the investigationperiod, GTA may at any point make an involuntary suspension at its discretionpending for the investigation of the possible violation.

b.      During this investigationperiod of the suspension, GTA may have prohibited the suspended member frompurchasing products, conduct any GTA meeting and/or attending any GTA meeting,incentive trips, or to participate in any of the GTA business in sponsoring ordevelopment of any of the GTA memberships or withdraw facilities and privilegesof the Member, if any; and/or withhold commissions, bonuses or incentivesearned under the WTM Compensation Plan, if any, will be held in abeyance by GTApending for resolution.

c.       Should the infraction bedeemed unsubstantiated, the suspension will be lifted and any commission,bonuses or incentives will be credited to the Member concerned.

d.      The suspended Member canreapply for a new membership after his/her suspension subject to GTA’s approvaland Section 6.4 (e).

e.      The suspended Member reapplyingto become a new Member of GTA shall not lay claim to any of his/her bonuses/incentives, ranks or positions, which he/she enjoyed or held prior to his/hersuspension.

f.        GTA reserves the right toclaim damages from the suspended Member if he/she is in breach of the P&Por has participated in any other actions that may cause losses in terms offinancial or otherwise to GTA.

6.5  Effects onTermination

a.      Immediately upon thetermination, the terminated Member shall cease to identify himself/herself asthe GTA Member and shall covenant not to influence existing Member, employeesor agents of the GTA or its affiliated companies in any manner that may bedetrimental, prejudicial, and adverse or which may disrupt the operations orimage of GTA.

b.      A terminated Member shallremove, discontinue the use of trademarks, trade name, name card, signs, labelsrelated to any GTA products, plans or programs.

c.       A terminated Member shall nolonger be entitled to the status of his/her membership, position in the WTMCompensation Plan and to all future benefits and entitlements. (Standing ordersfor future purchases will be terminated and GTA may refund the unutilized funds(if any) after deduction of administrative charges.) His/her downline network organizationshall be transferred to his/her direct sponsor.

d.      A terminated Member shallhave no further claims whatsoever against GTA.

e.      The terminated Member mayreapply for a new membership after his/her termination subject to GTA’sapproval and Section 6.5 (f).

f.        The terminated Memberreapplying to become a new Member of GTA shall not lay claim to any of his/herbonuses/ incentives, ranks or positions, which he/she enjoyed or held prior tohis/her termination.

g.      GTA reserves the right toclaim damages from the terminated Member if he/she is in breach of the P&Por has participated in any other actions that may cause losses in terms offinancial or otherwise to GTA.

6.6  Resignation

Any membermay voluntarily resign his/her membership status by failing to renew his/her Membership annually by paying a SystemAdmin renewal fee of USD10 (HKD80) on or before end of 365 days or maintainswith PS≥60CV in a single receipt/purchase within 365 days prior to theanniversary date (Section 3.2) or sending a written notice orresignation letter to GTA. Resignation is effective upon receipt of suchnotice. For re-application, please refer to Section 3.1(d).

6.7  Refusal of ProductDelivery / Refund

Refusal of delivery or request for return of products previously purchased forrefund shall be deemed as self-suspension (see Section 10.2).

6.8  Appeal

A terminated Member may appeal against the action oftermination by GTA by submitting an Appeal Letter to GTA stating the grounds ofAppeal. The Appeal letter must be received by GTA within ten (10) working daysfrom the date of the termination notice. If no Appeal letter was receivedwithin the specified deadline, the involuntary termination shall automaticbecome final.  

If an Appeal letter was received within the deadline, GTAat its sole discretion, shall review the ground of appeal and notify theterminated member on its final decision. This decision shall be final and isnot subject to further appeal and review.

If the appeal was denied due to insufficient ground ofappeal, the termination shall remain in effect as of the date of originaltermination notice.

SECTION 7 – SALE,TRANSFER AND SUCCESSION OF MEMBERSHIP

7.1 Sale of Membership

Anindependent member position of GTA may be sold to a 3^rd party aftera period of six (6) months from the date of original membership registration.  

The sale ofmembership is subject to prior written approval of GTA upon fulfilling thefollowing conditions:

a.      Only a membership in goodstanding with GTA and not in any violation of the terms of the Agreement and P&Pmay be sold. The Member must write in to GTA for prior written approval beforeany sale of membership can be made. Approval is based on the review of theproposed purchaser’s qualification and intention to purchase. It will besubjected to the consent and approval of GTA.

b.      Upon obtaining writtenapproval of the sale from GTA, a completed and notarized duly stamped Sales& Transfer Agreement copy which signed between the buyer and seller andother supporting documents must be submitted to GTA. This transfer is subjectedto a transfer fee of USD50 (HKD400).

c.       Any Member who has soldhis/her membership can only apply to rejoin as GTA’s Member after one (1) yearfrom the date of the sale. Accordingly, he/she will start from the verybeginning with no whatsoever claims on his previous entitlements.

d.      Selling and buying of anexisting membership as a means of changing membership is generally discouraged.GTA shall scrutinize such transactions for violation, if any.

GTA reserves the right todisapprove any sale of membership. Any effort to circumvent compliance of thissection will render the transfer to be declared null and void.

The member shall waive all the claims and cause of actionsagainst GTA’s decision to transfer a sponsorship or any membership

7.2 Transfer of Membership

A Member maynot transfer his/her membership or any rights therein to any 3^rd party without the prior approval of GTA. GTA may not consent to any proposedtransfer if it determines that the reason of the proposed transfer is notsubstantial or not in good cause.

A completeand notarized Sales & Transfer Agreement signed by the Transferor and theTransferee, letter stating the reason for transfer request and other supportingdocuments, must be submitted to GTA through mail or email for the request ofthe transfer. When such transfer is approved, and accepted by GTA, all bonusesaccrued to the previous membership will be paid to the new owners unless otherwisespecified in the notarized Sales & Transfer Agreement. The awards andrecognition previously awarded to the membership and all other benefits of themembership may be terminated upon transfer unless otherwise provided in awritten agreement by GTA. Such transfer of membership is subject to a fee of USD50(HKD400).

7.3 Transfer from Individual to Corporation

A Member mayrequest to change his/her membership status from Individual to a Corporationsubject to the approval of GTA. This status change is subject to any applicablelegal requirements and requires the completion and submission of documents (Section2.2(g)) with a complete and notarized transfer Agreement to GTA. Such change ofmembership status is subject to a fee of USD30 (HKD240).

7.4 Divorce or Dissolution

In the eventof a divorce or dissolution, GTA shall under NO circumstance to determine thedivision of or divide a membership or downline organization, to splitcommissions or bonuses or other rewards between the divorcing parties ormembers of dissolving entities.  

The divorce partiesor members of dissolving entities must resolve their dispute over thedisposition of commission or bonuses and the ownership of the business. GTA hasthe right to withhold any commission or bonuses earned during this period ofdispute. If parties of divorce or the dissolving entities are unable to resolvetheir dispute over the disposition of commission or bonuses and the ownershipof the business, then the Membership Agreement shall be involuntarilycancelled.

7.5 Succession

a.      Notwithstanding any otherprovisions of this section, upon the death of a member, the membership shall bepassed to his/her successor, subject to the Member Eligibility in Section2.2, as provided by the relevant laws of the country concerned. GTA shallonly recognize and/or proceed with the transfer after a complete and notarizedtransfer Agreement being submitted with the certificate of death, will, trustor other instruments and other supporting documents for the execution of aMembership Agreement of the successor. The successor shall be entitled to therights and benefits for the membership inherited subject to the obligations inMembership Agreement and P&P of GTA.

b.      Upon incapacity or healthproblems of a Member, his/her membership may be transferred to the Member’sbeneficiary subject to GTA’s approval and relevant laws, if any, of the countryconcerned. Please refer to Section 7.2 Transfer of membership.

c.       In addition, the member mayrequest to add the name of his/her Beneficiary to his/her membership in whichthe beneficiary should be the next-of-kin being his/her spouse, parent, child, orimmediate brother or sister. Such request may subject to the terms andconditions as may be imposed by GTA upon receiving a complete and notarizedtransfer Agreement with the medical certificate, will, trust or otherinstruments and other supporting documents for the execution for such changesrequest in the Membership. There is a process fee of USD50 (HKD400) for such changesin the membership.

SECTION 8 – PRODUCT SALES AND PRICING

8.1 Sales Representation

a.      GTA is a product basedcompany and all the sales activities, incentives, programs are based on thesales of GTA’s products and not on recruitment.

b.      Member shall do the salespresentation to his/her prospective customers on GTA business, GTA products andWTM Compensation Plan truthfully and accurately. The Member shall not give anyinaccurate and untruthful information about GTA and may not use any misleading,deceptive, or unfair sales presentations.

c.       Member shall only dopresentation on the products that are officially launched, approved andpublished in GTA’s literature and available in the local market and shall notclaim, represent, imply directly or indirectly, on any products which are notofficially launch by GTA. The member shall not bind GTA for any of thismisrepresentation and Company reserves the right to seek for indemnify from themember for any damages caused, if any.

d.      All statements, claims andrepresentation regarding Product description and usage must conform with GTAliteratures that have been approved for GTA business.

e.      Member shall not impose any minimumpurchase or compel prospective members to purchase more Products than they canreasonably afford to sell, retail, use, consume or maintain a specific of numberof products before joining GTA.

8.2   Credit Card Purchases

Member shall only usehis/her own credit card with sufficient funds for GTA product or salesliteratures purchase. He/she shall not use another individual’s credit card withoutthe individual’s prior written approval unless otherwise he/she can provide acopy of the written approval with supporting documents to GTA upon request.

8.3  Credit Card Chargebacks

Under nocircumstances can a member charge back any credit card payment made for theproducts purchased. Any member who does the chargeback shall lose all creditcard ordering privileges until the charges are fully settled with certifiedfunds. GTA reserve the right to suspense and/or terminate the membership of anyunsettled certified funds due to credit card chargebacks until it is fullysettled by the member.

8.4  Eighty Percent Rule (80%)

A member shall notrequire to have a specific inventory requirement. He/she must use his/her ownjudgement in determining the inventory needs upon reasonably projection of ownconsumption and retail sale thus prohibited from purchasing more thanreasonable amount of inventory. By placing an order, a member has certifiedthat he/she has sold to retail customers or consumed at least 80% of allproducts previous purchased.

8.5    Back Orders

At timeswhen GTA’s products and/or sales materials are unavailable for any period oftime, the member may be given the option of placing the order(s) and waiting forthe availability. The orders can only be cancelled with full refund if it hasnot been processed and/or keyed in into GTA system for commission/bonuscalculation according to GTA WTM Compensation Plan; where no commissions wereearned on the back orders. If the back orders were keyed in into the systemwhere commission were earned on the back orders, then it shall be considered asa product refund (refer to Section 10).

8.6    Retail Sales

To qualifyfor commissions and bonuses under WTM Compensation Plan, all members shall makeretail sales to the ultimate consumers.

8.7    Product Ordering

a.      Member shall purchaseproducts and those promotional packages directly from GTA at Gross Member Price(GMP). Any purchase from his/her sponsor and/or upline personal inventory hasattributed the commission on the products purchase to his/her sponsor and/orupline.

b.      Member is not allowed toresell GTA’s products to their downlines, sidelines and other groups withoutthe consent from GTA.

c.       Member is not allowed topurchase/sell to the staff of GTA and vice versa.

8.8  Pricing

a.      All products of GTA shall besold at the price (GMP) approved by GTA. Member shall sell products tocustomers at Suggested Retail Price (SRP) or any price but not lower than theGMP, accepted by the customers. However, the member is not permitted to label(“advertise”) any price lower than the SRP.

b.      Member is NOT allowed tocarry out their own products promotion campaign.

c.       Member is refraining fromunderpricing or overpricing any products of GTA for the purposes of earningmore profits or promoting sales.

d.      Any violated of the above Section8.8 (a) – (c) may warrant a termination and/or legal action by GTA.

e.      GTA reserves the right tomake products and sales materials price changes without prior notice.

8.9.   Uncollected Products

Member isacknowledged that administrative time and costs will be incurred by GTA toretain Products and/or any literatures and/or sales materials purchased butremain uncollected by and/or undelivered to you within 10 days from your dateof purchase; by reason of either you failed to collect it for whatever reasonor GTA unable to deliver to you due to incorrect or incomplete delivery addressand/or unavailability of the named recipient at the address provided by you;

THEN upon the expiry ofthe aforesaid period of ten (10) days, GTA shall, without notice, cancel yourorder of such Products and/or any literatures and/or sales materials purchased.The amount to be refunded shall be not less than 90% of the original net cost(Net Member Price (NMP) – 10% Administrative Fee) of the member less anyfreight charges, any benefits/incentives under any campaign and commissions orbonuses paid on the returned products (Section 10.2). All upline membersaffected by the returned products shall be subjected to commission and/orbonuses adjustment / recoup accordingly based upon the returned products inhis/her weekly Bonus Statement (Section 9.(f)).

SECTION 9 – COMMISSION AND BONUS PAYMENT

a.      All commissions and/orbonuses payable under WTM Compensation Plan are based on the sales of GTA’sProducts and not through recruitment of member, sales of sales materials orsales aids or rank advancement. Only Active and Activated membership areeligible for commission and/or bonuses.

b.      All weekly commissionsand/or bonuses will be paid in the local currency within 14 days after the endof each week closing save for Quarterly Dividend which will be paid within 14days after the end of each quarter closing. In some unforeseenablecircumstances, there may be a few days of delay due to external factors beyond GTA’scontrol.

c.       The minimum payment forcommission is USD20. Any commission generated less than USD20 shall beaccumulated until it exceeds USD20.

f          GTA shall charge a fee ofUSD10 for the following dormant outstanding commission payment:

i.      No commission activity for aperiod of 12 months in the Member’s e-wallet (no activity of member for morethan 365 days from the date of registration – Section 3.2 Renewal);

ii.      Commission payments that aredelayed/pending due to the act/omission of Member for a period of 6 months.

e        Upon receiving weekly BonusStatements, Member should check to ensure the figures are accurate. Any queriesshould be made within 7 days from the issuing date of the statements, failingwhich the Bonus Statement is deemed correct.

f.        GTA shall adjust allcommissions and/or bonuses paid or to be paid as a result of returned/refund/buyback(Section 10.2) of Products. All upline members affected by the returnedproducts shall be subjected to commission and/or bonuses adjustment / recoupaccordingly based upon the returned products in his/her weekly Bonus Statement.

SECTION 10 – PRODUCTGUARANTEE & REFUND

10.1  Product Guarantee

a.      GTA offers an exchange for anymanufacturing or packaging damaged or defective products that are directlypurchased from GTA within 14 days from the date of purchase through will calland/or 7 days upon receipt of the products by shipping. The Products returnedmust be in good condition, useable, resalable, restockable, unopened, unalteredand long shelf-life.

b.      However, this guarantee doesnot apply to expired Products or Products which were damaged due to negligence,misuse, unintended use, mishandling or unauthorized modification by member.

c.       For Member presents theproduct in person to GTA, the following procedure is required at the time ofreturning the products:

i.      Product Return Form(attached with Product stating reasons for return); and,

ii.      Copy of Invoice/Cash Order;and

iii.      Payment Receipt

d.      For Member who wishes toship the product for exchange, the following procedure is required:

  i.      Contact the Customer Serviceof GTA through mail or email, telephone for the request of approval and toobtain a Return Merchandise Authorization number (RMA).

ii.      Attach the documents Section10.1c (i) – (iii) into the package(s) 

  iii.      Ship the package(s) with theRMA number on the outer package(s). Any package(s) received without such RMAclearly visible on the outer package(s) will be refused.

iv.      Members are responsible forthe shipping charges and GTA may not refund any original shipping cost tomembers, if any.

e          Exchange products will bedelivered within 7 working days upon receipt and verification by GTA.

10.2   Refund / Buybackpolicy

a.      Upon voluntary resignationof membership, Member may apply to return any GTA’s Products that are in goodcondition, useable, resalable, restockable, unopened, unaltered and long shelf-life,directly purchased from GTA for personal use within 10 days from the date ofpurchase which repurchased subject to the compliance of the Eighty Percent Rule(80%) (Section 8.4).

b.      Upon Company’s approval, theamount to be refunded shall be not less than 90% of the original net cost (NetMember Price (NMP) – 10% Administrative Fee) of the member less any freightcharges, any benefits/incentives under any campaign and commissions or bonusespaid on the returned products.  

c.       The form of the refund willbe based on the original mode of payment. If payment was previously made bycredit card, a credit card charge back will be arranged and if payment waspreviously made by cash then GTA may choose other alternative mode of refund asit deems fit.

d.      If commission/bonuseshave been paid on such Products, GTA will recoup the commission/bonuses of allupline members affected by the returned products (Section 9.(f)).

SECTION 11 – TRADEMARK AND COPYRIGHTS, ADVERTISEMENT &SOCIAL MEDIA

          11.1      Trademarks andCopyrights

The name of GTA and the name of all the GTA products,services and programs are the trademarks owned by GTA. Only GTA is authorizedto produce and market products and literature under these trademarks. Use ofthe GTA name on any items or materials not produced or authorized or consent byGTA is prohibited.

Members are liable for damages arising out of their misuseof GTA’s trademarks, copyrights and any intellectual property rights of GTA.

          11.2      Use of Trademarks andCopyrights

a.      GTA’s trademarks andcopyrights are valuable assets of GTA and GTA is strictly regulating the use ofthese trademarks and copyrights to ensure the value of it. Apart from GTAproduced printed materials may supply and/or sell to Members, a Member shouldnot use the name of GTA, its logo, trademark(s), and/or other representation ofGTA to produce, reprint, duplicate any materials without prior written approvalof GTA. Upon expiration, suspension/termination of a membership, the Member:

i.      Shall discontinue the use ofall GTA’s logo, trademark(s), and/or any other representations; and

ii.      Shall not use any name,sign, label, stationery, Products name, copyrights, designs and/or any printedmaterial related to any of GTA’s Products.

                          b.      Member may not register oruse any of GTA’s name(s), trademark(s), logo(s) or product name(s) in any website,URL (Uniform Resources Locator) address, Domain name, electronic mediaadvertising or other forms of advertisement.

          11.3      Imprinted BusinessCards and Letterheads

The Memberof GTA are not permitted to use GTA trade name or any of its trademarks to produceor print their business card or letterhead.

          11.4      Advertisement

a.      Member shall not advertise GTA’sProducts and/or its WTM Compensation Plan without the prior written consent of GTAexcept by using the exact content written in Company’s printed materials.

b.      Member shall not duplicate,reprint or personalized any/all Company official literature and materialswithout prior written approval from GTA. Any/all the promotional materialsintended to be produced by the member shall be pre-approved in writing by GTA priorto its publication.

c.       All products of GTA shall bemarketed and sold in its original form and packaging. Member shall not alter,relabel, repackage, rebundle, unbundle, put into loose form, or otherwise;change any of GTA’s products or sell any product under any name or label otherthan the authorized by GTA.

d.      Member shall obtain priorwritten approval from GTA prior to selling, participating and displayingCompany’s products at trade shows/conventions.

e.      Member shall obtain priorwritten approval from GTA before participating in any media interviews, respondto any media inquiries and promote product or opportunity through any newsreport or trade industry publication.

          11.5      Product Claims

a.      Members shall not make anyspecific product related claims and representations other than the content in GTA’sliterature that have been approved for GTA business in the authorized Countrywhere the member make the claims.

b.      Only those pictures, photos,videos that have been approved by GTA may be used to demonstrate the benefit ofproduct by comparing the “before and After” product consumption.

          11.6      Income Claims

The Membershall not make any claims, specific or implied, regarding the incomeopportunity that are misleading including income guarantees of any kind, displaycommission checks to show the income opportunity in a manner for recruitingpurposes. It is important for all members to fully informed and have realisticexpectation concerning the income opportunity associated with being a memberthrough the effort of sharing company’s products and getting rewards andcommission through our WTM Compensation Plan.

          11.7      Internet and SocialMedia

a.      Member may promote GTAbusiness through GTA’s replicating website program only.

b.      Member must obtain GTA’sprior written approval before setting up any online social platform, includingbut not limited to blogs, sites, Facebook account to share his/ her personalexperience and/or network’s experience. Such information published and/ or itscontent shall comply with the provisions in the P&P.

c.       Any advertising onlinepertaining to GTA’s products, campaigns and promotions shall be published uponobtaining prior written approval from GTA.

SECTION 12 – GENERAL PROVISION

12.1  Confidentiality: Member shall not disclose to third party or useconfidential information including but not limited to genealogy, manufacturerinformation, commission and sales reports, Product specifications or formulaand other business and financial information of GTA received whether inelectronic or written form for any other purpose except as permitted by GTA nordirectly or indirectly contact or communicate with GTA’s supplier, vendor, andmanufacturer without Company’s prior written consent.

12.2  Waiver: Failure to enforce or to require the performance at anytime of anyone of the provisions of this P&P shall not be construed as awaiver of such provision, and shall not affect either the validity of thisP&P or any part hereof or the right of any party thereafter to enforce eachand every provision in accordance with the terms of this P&P. Any waiver byGTA can and shall only be effected in writing by the authorized personnel of GTA.

12.3  Indemnity: Member shall indemnify and hold harmless GTA, its shareholders,officers, directors, employees and agents from and against any/all claim,demand, liability, loss, cost or expense including, but not limited to, courtcosts and attorneys’ fees, asserted against or suffered or incurred by any ofthem, directly or indirectly arising out of or in any way related to orconnected with allegedly or otherwise, the Member’s: (a) activities as Member;(b) breach of the terms of the Agreement; and/or (c) failure to comply with anyapplicable laws, legislations/regulations or rules.

12.4  Limitation on Liability: To the extent permitted by law, GTA shall notbe liable for; and Member releases GTA and waives all claims for any loss ofprofits, indirect, direct, special or consequential damages or any other lossincurred or suffered by Member as a result of: (a) breach of Agreement, P&P,rules, regulations, Code of Ethics, directives, terms and conditions of theBusiness Manual, and/or WTM Compensation Plan by Member; (b) Member’s businessoperations; (c) any inadvertent, incorrect or wrong data or informationprovided by Member; (d) violation of any copyright in connection with materialsprovided by Member; or (e) failure by Member to provide any information or datanecessary to GTA for business operations including but not limited to marketingand promoting of Company’s Products and/or the joining and acceptance of anyindividual as GTA’s Member or the payment of commission and bonuses.

12.5  Limitation of Damages: To the extent permitted by law, GTA, itsaffiliates, officers, directors, shareholders, employees and otherrepresentative shall not be liable for, and each Member hereby releases theforegoing from, and waives all claims for loss of profits, incidental, specialor consequential or exemplary damages which may arise out of any claimwhatsoever relating to GTA’s performance or non-performance, act of omissionwith respect to the business relationship or other matters between the Member andGTA whether in contract, tort or strict liability. Furthermore, it is agreedthat any damages to the Member shall not exceed and is hereby expressly limitedto the amount of unsold Company’s Products owned by Member and any commissionand/or bonuses owed to Member.

12.6  Force Majeure: GTA shall not be responsible for delays or failure inperformance caused by circumstances beyond GTA’s control including but notlimited to strikes, labor difficulties, fire, war, government decrees ororders, or curtailment of a party’s usual source of supply.

12.7  Entire Agreement: The Member Agreement, P&P and WTM Compensation Plantogether constitute the entire Agreement between Member and GTA.

12.8  Notices: Each notice, demand or other communication of any kindwhatsoever given/ served by either GTA or Member shall be in writing anddelivered by electronic communication whether by telex, telegram, e-mail or fax(if confirmed in writing sent by registered mail or by personal service). AnyParty may change its address for notice by giving written notice to the otherin the manner provided in this section. Any such notice, demand orcommunication shall deemed to be have been given or served on the datepersonally served by personal service, on the date of confirmed dispatch if byelectronic communication, or other evidence if delivery is by mail.

12.9  Changes and/or Amendments: Member shall comply with this P&P, rulesand regulations, Code of Ethics, directives and any amendment made by GTA fromtime to time. GTA reserves the right to amend/change its Terms of Agreement, WTMCompensation Plan, P&P, Rules and Regulations, Code of Ethics, directivesat any time without prior notice. Amendments will be communicated by GTA bypublication at GTA’s website and shall be effective and binding as the publicationdate. In the event any conflict exists between the previous documents/policiesand any such amendments, the amendments shall prevail.

12.10  Should there any part of this Agreement beunenforceable (including any provision of exclusion of liabilities), theenforceability of any other part of therein shall remain in full force andeffect.