1. Policies and Marketing Plan
   Incorporated into Independent Business Owner Agreement
   These Policies and Procedures, in their present form and as amended at the sole discretion of Cosway India Private Limited (hereinafter "eCosway" or the "the Company"), are incorporated into, and form an integral part of the eCosway Independent Business Owner Agreement. Throughout these Policies and Procedures, when the term "Agreement" is used, it collectively refers to:
   
   

   • the eCosway Independent Business Owner Agreement;
     
     
   • these Policies and Procedures; and
     
     
   • the eCosway Marketing Plan.
     
     

   These documents are incorporated by reference into the eCosway Independent Business Owner Agreement (in its current form and as amended by eCosway). It is the responsibility of each Independent Business Owner to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures.
   
   
2. Purpose of Policies
   eCosway is a global shopping mall that markets products and services (collectively referred to herein as "merchandise") on whole sale cash and carry basis through Independent Business Owners. It is important to understand that the success of an Independent Business Owner and the success of fellow Independent Business Owners is dependent upon the integrity of the men and women who market eCosway merchandise. To clearly define the relationship that exists between Independent Business Owners, and eCosway, and to explicitly set a standard for acceptable business conduct, eCosway has established the Agreement.
   
   eCosway Independent Business Owners are required to comply with all of the Terms and Conditions set forth in the Agreement which eCosway may amend at its sole discretion from time to time, as well as all national, federal, state, provincial, territorial, and local laws governing their eCosway business and their conduct. Because Independent Business Owners may be unfamiliar with many of these standards of practice, it is very important that each Independent Business Owner reads and abides by the Agreement. Please review the information in this website carefully. It explains and governs the relationship between each Independent Business Owner who is an independent contractor/business person and the Company.
   
   
3. Changes to the Agreement
   Because national, federal, state, provincial, territorial and local laws, as well as the business environment, periodically change, eCosway reserves the right to amend the Agreement, the pricing and eVolume (eV) of its merchandise in its sole and absolute discretion. By signing the Independent Business Owner Agreement, an Independent Business Owner agrees to abide by all amendments or modifications that eCosway elects to make. Amendments shall be effective upon notice to all Independent Business Owners that the Agreement has been modified. Notification of amendments shall be published in official eCosway material. The Company shall provide or make available to all Independent Business Owners a complete copy of the amended provisions by one or more of the following methods:
   
   
   1. posting on the Company's official website or,
      
      
   2. electronic mail (e-mail). The continuation of an Independent Business Owner's eCosway business, or an Independent Business Owner's acceptance of earnings constitutes acceptance of any and all amendments.
      
      
4. Delays
   eCosway shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impractical due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labour difficulties, riot, war, fire, death, curtailment of a party's source of supply, government decrees or orders, or technical difficulties (e.g. computer failures, inoperative telephone lines, etc.).
   
   
5. Policies and Provisions Severable
   If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.
   
   
6. Waiver
   The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of eCosway to exercise any right or power under the Agreement or to insist upon strict compliance by an Independent Business Owner with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of eCosway's right to demand exact compliance with the Agreement. Waiver by eCosway can be effected only in writing by an authorised officer of the Company. eCosway's waiver of any particular breach by an Independent Business Owner shall not affect or impair eCosway's rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other. Nor shall any delay or omission by eCosway to exercise any right arising from a breach affect or impair eCosway's rights as to that or any subsequent breach.

   The existence of any claim or cause of action of an Independent Business Owner against eCosway shall not constitute a defense to eCosway's enforcement of any term or provision of the Agreement.
   
   

1. Requirements to Become an Independent Business Owner
   To become an eCosway Independent Business Owner,
   each registrant must:
   
   
   • Be 18 years of age or older and a resident / citizen of India;
     
     
   • Pay the Annual Administration fee for the Independent Business Ownership support system; and
     
     
   • Submit a properly completed Independent Business Owner Registration Form to eCosway and read and agree to the eCosway Policies, Procedures, Terms and Conditions.
     
     
   The Company reserves the absolute right to reject any Independent Business Owner Registration without cause or explanation.
   
   
2. New Independent Business Owner Registration by Online Enrollment
   A prospective Independent Business Owner may enroll online, or at the nearest sales centre or eCenter (if applicable). Upon the successful submission of the Independent Business Owner Application and Agreement, the prospective Independent Business Owner will be accepted as a new Independent Business Owner and will receive an Independent Business Owner Identification Number ("ID") by which the Independent Business Owner will be identified.
   
   The deadline for Independent Business Owner’s payment into eCosway’s bank accounts for Registrations / Renewals / Orders done offline (at eCosway’s centres / by phone / by courier) is the last working day of every month in conjunction with the profit calculation deadline. For Registration / Renewal / Order payments after that, the eV generated from these transactions will be counted in the next month’s profit calculations. Payments made using demand draft, must be dated before the 26th of the current month and received by the 1st of the following month in order for the eV generated from the transactions to be counted in the current month’s profit.
   
   
3. Independent Business Owner Benefits
   Once an Independent Business Owner Application and Agreement has been accepted by eCosway, the benefits of the Marketing Plan and the Independent Business Owner Agreement are available to the new Independent Business Owner. These benefits include the right to:
   
   

   • A Business Kit containing a retail catalogue, product brochures, Business Owner Price List, Marketing Plan Book and 10 registration forms.
     
     
   • An eCosway Independent Business Owner ID card.
     
     
   • Bi-monthly promotions and new product brochures (mailed to you).
     
     
   • Monthly Statements (mailed to you).
     
     
   • An online office where you can view your transactions and the business activities of your Business Owner Groups.
     
     
   • A website where you can make your wholesale purchases and introduce new Business Owners to your group.
     
     
   • Start Pages for your website in different languages so that you can build your business internationally.
     
     
   • Product and Business Training.
     
     
4. Renewal of Your eCosway Business
   The term of the Independent Business Owner Agreement is one year from the month of its acceptance by eCosway. Independent Business Owners must renew their Independent Business Owner Agreement each year and pay an annual administration charge determined and announced by eCosway, on or before the anniversary month of their Independent Business Owner Agreement. If the administration charge is not paid on or before the expiration of the current term of the Independent Business Owner Agreement, the Independent Business Owner Agreement will be cancelled. Independent Business Owners may select to utilise the Automatic Renewal Program ("ARP"). Under the ARP, the access fee may be deducted from the Independent Business Owner's eAccount (if sufficient funds are available) on or before the anniversary month of the Independent Business Owner Agreement.
   
   

1. Adherence to the eCosway Marketing Plan
   Independent Business Owners must adhere to the terms of the eCosway Marketing Plan as set forth in official eCosway material. Unless an Independent Business Owner has received express written approval from eCosway, an Independent Business Owner shall not offer the eCosway opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official eCosway material. Independent Business Owners shall not require or encourage other current or prospective Independent Business Owners to participate in eCosway in any manner that varies from the program as set forth in official eCosway material. Independent Business Owners shall not require or encourage other current or prospective Independent Business Owners to execute any agreement or contract other than official eCosway agreements and contracts in order to become an Independent Business Owner. Similarly, Independent Business Owners shall not require or encourage other current or prospective Independent Business Owners to make any purchase from, or payment to, any individual or other entity to participate in the eCosway Marketing Plan other than those purchases or payments identified as recommended or required in official eCosway material.
   
   
2. Advertising
   
   
   1. In General
      All Independent Business Owners shall safeguard and promote the good reputation of eCosway and its merchandise. The marketing and promotion of eCosway, the eCosway opportunity, Marketing Plan, and eCosway merchandise shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
      
      To promote both the merchandise, and the tremendous opportunity eCosway offers, Independent Business Owners should use the sales aids and support materials produced or approved by eCosway. The rationale behind this requirement is simple. eCosway has carefully selected its merchandise, designed the Marketing Plan and promotional materials to ensure that each aspect of eCosway is fair, truthful, substantiated, and complies with the vast and complex legal requirements of national, federal, state, provincial, territorial, or local laws. If Independent eCosway Business Owners were allowed to develop their own sales aids and promotional materials (which include Internet advertising) without Company approval, not withstanding their integrity and good intentions, the likelihood that they would unintentionally violate any laws, statutes or regulations affecting the eCosway business is almost certain. These violations, although they may be relatively few in numbers, would jeopardise the eCosway opportunity for all Independent Business Owners. Accordingly, Independent Business Owners must submit all written sales aids, promotional materials, advertisements, and other literature (including proposed Internet advertising) to the Company for prior approval. Unless the Independent Business Owner receives specific written approval to use the material, the request shall be deemed denied. Independent Business Owners may develop, produce, and utilise sales aids, promotional materials, advertisements, and other literature without prior written Company's approval, if and only if, they contain no direct or indirect references to eCosway, or its Marketing Plan, merchandise, trademarks, trade names, service marks, service names, websites, URLs, or any other type of identifying information.
      
      
   2. Anti-Spam Policy
      To protect the interests of all of our Independent Business Owners, eCosway has adopted a ZERO-TOLERANCE stance on spam and inappropriate advertising. Any Independent Business Owner caught spamming or inappropriately advertising to promote the eCosway business will be immediately terminated from the organisation. If an Independent Business Owner is terminated for spamming, he or she will lose all Independent Business Owner privileges, be forfeited of any unpaid monies, all reserves of Value Points, eVolume and Qualification Units and lose his or her business network. If the spamming activities result in any damage or cause any of the eCosway websites, domains, servers or activities to be interrupted from normal operation, the Independent Business Owner will be held liable for damages and loss of business.

      There is no consistently applied definition of "spam" at this time. Some people insist that only unsolicited commercial email (UCE) sent in bulk is spam, but many individuals and anti-spam organisations feel that any email sent to someone who has not chosen to receive that email is spam. For the purposes of this policy, eCosway will consider the following activities done in the following situation as spamming and in violation of our policy:

      Specifically, Independent eCosway Business Owners are prohibited from doing the following activities:

   • Using the words Cosway or e-Cosway (even when contained within another word such as MyCosway or eCoswayNow, etc.).
     
     
   • Using derivative spellings of these words (such as e-Cosway, Cosway, Causeway or ezcosway).
     
     
   • Referring to Cosway or eCosway.
     
     
   • Linking to any of the eCosway URLS* or websites.
     
     
   • Linking to a site which subsequently links to an eCosway URL or website.
     
     
   • Using a "pointer page" or "redirect link" which ends up on any eCosway website.
     
     
   • Transmitting any information which directly or indirectly implies eCosway involvement.
     

   ...in any of the following situations
   

   • While violating any local, state, federal or international laws including those regarding UCE-unsolicited commercial email.
     
     
   • In a website, webpage, forum, internet group, blog, or podcast.
     
     
   • In a classified advertisement of any sort (except as specifically allowed by eCosway).
     
     
   • In a signature file (except as specifically allowed by eCosway).
     
     
   • In any email to any person or prospect who has not specifically requested the information or given you permission to send it.
     
     
   • In any email sent to a bulk list including "safe lists", "cleaned list", "purchased list", and lists copied from the "send to" area of emails sent to you.
     
     
   • In any email sent as a response to someone who has posted a message, placed a classified advertisement, or sent you an unsolicited email.
     
     
   • In any email sent without a valid return email address that the recipient can reply to.
     
     
   • In any email which uses a false or misleading name, a false or misleading heading, a false or misleading header, a false or misleading subject line, or any other false or misleading information.
     
     
   • While communicating in a chat room, forum, group, blog or podcasts (unless you have company permission).
     
     
   • While communicating with someone via an instant messaging system (such as ICQ,Yahoo, IM, Skype etc.) without first getting permission or a request for more information from that other person.
     
     
   • While posting to any forum, usenet or other newsgroup, majordomo list, bulletin board, discussion list, or other similar groups or lists on the Internet.
     
     
   • In any online or printed materials that are not pre-approved by eCosway.
     
     
   • In any materials which are distributed on private property or in any other place or manner which is prohibited by individuals, entities, or by law.
     
     
   • Any website given to an Independent Business Owner by eCosway.
     
     
   • Any subsequent URLs or domains used by, or reserved for use by eCosway.
     
     
     
   3. Unsolicited Faxes
      Except as provided in this section, Independent Business Owners may not use or transmit unsolicited faxes relative to the operation of their eCosway businesses. The term"unsolicited faxes" means the transmission via telephone facsimile of any material or information advertising or promoting eCosway, its merchandise, its Marketing Plan or any other aspect of the Company which is transmitted to any person, except that this term does not include a fax:
      
      
   1. to any person with that person's prior express invitation or permission; or
      
      
   2. to any person with whom the Independent Business Owner has an established business or personal relationship.
      
      
   The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two-way communication between an Independent Business Owner and a person, on the basis of:
   
   1. an enquiry, application, purchase or transaction by the person regarding merchandise offered by such Independent Business Owner; or
      
      
   2. a personal or familial relationship which relationship has not been previously terminated by either party.
      
      
      
      
   4. Telemarketing Techniques
      The use of any automated telephone solicitation equipment or "boiler-room" tactics in connection with the marketing or promotion of eCosway, its merchandise or the opportunity is strictly prohibited. For the purposes of this section, the term "boiler room tactics" includes high-pressure promotional tactics that have the effect of creating an artificially short period in which a prospect must make a decision or that are designed to overcome a prospect's reluctance to join eCosway, including:
      
   • the use of intensive telephone campaigns or unsolicited calls to persons who are not known by or who do not have a prior relationship with the caller and in which the person is encouraged to make a hasty decision to join eCosway without regard to the person's needs and objectives;
     
     
   • the use of scripts designed to meet the prospect's objections;
     
     
   • repeated phone calls;
     
     
   • phone calls designed to entrap the prospect;
     
     
   • threatening tones on the telephone informing the prospect that there is little time within which to make a decision.
     
     
   5. Websites, Domain Names, and Email Addresses

      Independent Business Owners may not use, register, or attempt to register the word "eCosway," "Cosway" or any of eCosway's trade names, trademarks, service names, service marks, merchandise names, or any derivative thereof, in any domain name, on any website, in any email address, on any blog site or in any nickname, or in the HTML code or meta-tags of any non-eCosway website not pre-approved by eCosway. Independent Business Owners are also prohibited from linking to any eCosway domain or website from any non-eCosway website. If an Independent Business Owner desires to use the word "eCosway" or "Cosway" on a website, or if an Independent Business Owner wishes to link to eCosway from a website that the Independent Business Owner creates, he or she must first contact eCosway for permission and written approval to do so. No Independent Business Owner may use, incorporate, or attempt to incorporate the word "eCosway," "Cosway," or any of eCosway's trade names, trademarks, service names, service marks, product names, or any derivative thereof, into any electronic mail address or signature files.

      If an Independent Business Owner desires to utilise an Internet webpage to promote his or her business, he or she may do so through the Company's official website, using official eCosway templates. Alternatively, Independent Business Owners may develop their own website, however, any Independent Business Owner who does so must ensure that such website contains no direct or indirect references to eCosway, or its Marketing Plan, merchandise, trademarks, service marks, websites, URLs, or any other type of identifying information. Independent Business Owners who develop or publish their own websites must register their site(s) with the Company and receive written approval from the Company prior to the site(s) public availability. Independent Business Owners must also notify the Company whenever any changes or modifications are made to the site(s). The failure to register or notify the Company of subsequent changes or modifications constitutes a material breach of these policies and procedures.
      
      

   6. Trademarks and Copyrights
      eCosway will not allow the use, for any purpose, of its trade names, trademarks, services names, service marks, product names, URLs, website addresses, designs, or symbols by any person, including an eCosway Independent Business Owner, without its prior written permission. Independent Business Owners do not need to obtain prior written permission to use the above-mentioned items if the Independent Business Owner is using eCosway's official material.
      
      Independent Business Owners may not produce for sale or distribution any recorded Company events or speeches without written permission from eCosway nor may an Independent Business Owner reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.
      
      
   7. Website Proprietary Rights
      Independent Business Owners agree that the eCosway Websites contain information, data, photographs, graphs, software, videos, text, typefaces, graphics, designs, music, sound, and other material (collectively "Intellectual Property") that are protected by copyrights, patents, trademarks, trade secrets, or other proprietary rights and that these rights are valid and protected in all forms and technologies, existing now or hereafter developed. Independent Business Owners agree that they shall not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, perform, display, or in any way exploit any of the Intellectual Property or the sites, in whole or in part.
      
      To the extent necessary to lawfully access and use the eCosway Websites, and provided there are no specific restrictions displayed, Independent Business Owners may display, download, archive, and print in hard copy portions of the Websites for the Independent Business Owner's personal use only. In so doing, an Independent Business Owner may not modify the materials and must retain all copyright and other proprietary notices contained in the materials.
      
      Independent Business Owners may not remove or mirror any material contained on any eCosway Website without the prior written permission of eCosway. Independent Business Owners agree that they will not copy, disassemble, de-compile, or reverse engineer any part of the eCosway Websites. Independent Business Owners further agree that they will not otherwise attempt to obtain or learn the source code, structure, algorithms, or ideas underlying such sites.
      
      Any violation of this Section shall constitute a material violation of the Independent Business Owner Agreement. The restrictive terms of this Section 3.iii.g shall survive the termination of the Independent Business Owner Agreement.
      
      
   8. Media and Media Inquiries
      Independent Business Owners must not attempt to respond to media inquiries regarding eCosway, its merchandise, or their independent eCosway business. All inquiries by any type of media must be immediately referred to eCosway. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.
      
      
   9. Fraudulent Enrollment
      "Fraudulent Enrollment" includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Independent Business Owner Registration by such individuals or entities; or (b) the enrollment or attempted enrollment of non-existent individuals or entities as Independent Business Owners ("phantoms"). Fraudulent enrollment constitutes a material breach of these Policies and Procedures, and is strictly and absolutely prohibited.
      
      
      
      
3. Changes to the eCosway Business
   
   1. In General
      Each Independent Business Owner must immediately notify eCosway of all changes to the information provided during his or her Independent Business Owner Registration. Independent Business Owners may modify their existing Independent Business Owner Agreement (i.e. change in name due to marriage, adopting a new name, change of bank account or personal identification, change of government identification number, or change of form of ownership from an individual proprietorship to a business entity owned by the Independent Business Owner) by submitting a completed "Change in Particulars Form" provided online together with appropriate supporting documentation to eCosway.
      
      
   2. Cancellation and Re-registration
      • An Independent Business Owner may cancel his or her eCosway business if he or she remains inactive (i.e. no purchases of eCosway merchandise for resale, no sales of eCosway merchandise, no new enrollment of Independent Business Owners) for three (3) full calendar months. Following the three-month period of inactivity, the former Independent Business Owner may reapply under a different group.
        
        
      • The Independent Business Owner may terminate this Agreement at any time by giving a written notice to eCosway. eCosway may terminate this Agreement by giving a written notice (a) pursuant to the provisions of eCosway Policies & Procedures (b) for the breach of any terms and conditions of this Agreement.
        
        
      • The prescribed charges are generally not refundable upon cancellation of the Independent Business Owner Agreement. However, a refund of the prescribed charges will be allowed provided that the cancellation is effected within fourteen (14) calendar days from the date of enrollment and fulfills the conditions as stipulated in the eCosway Statement of Policies and Procedures. For all cancellations within fourteen (14) days, any purchased Special Starter Set(s) must also be returned. eCosway will make all payments on account of refunds through account payee cheques drawn in favour of the Registrant only. If the prescribed charges were paid by credit or debit card, the refund will be credited into the card account instead. Service tax is not refundable.
        
        
4. Unauthorised Claims and Actions
   
   1. Indemnification
      An Independent Business Owner shall not make any verbal and written statements regarding eCosway merchandise, and the Marketing Plan which are not expressly contained in official eCosway material. Independent Business Owners agree to indemnify eCosway and eCosway's directors, officers, employees and agents, and hold them harmless from any and all liability including judgements, civil penalties, refunds, attorney fees, court costs, or loss of business suffered by eCosway as a result of the Independent Business Owner's unauthorised representations or actions. This provision shall survive the termination of the Independent Business Owner Agreement.
      
      
   2. Product Claims
      No claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any merchandise offered by eCosway may be made except those contained in official eCosway material. In particular, no Independent Business Owner may make any claim that eCosway merchandise is useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only are such claims violative of eCosway policies, but they potentially violate national, federal, state, provincial, territorial or local laws and regulations.
      
      
   3. Income Claims
      Moreover, many countries, states, provinces and territories have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While Independent Business Owners may believe it to be beneficial to provide copies of Business Status Reports, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact eCosway as well as the Independent Business Owner making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because Independent eCosway Business Owners do not have the data necessary to comply with the legal requirements for making income claims, an Independent Business Owner, when presenting or discussing the eCosway opportunity or Marketing Plan to a prospective Independent Business Owner, may not make income projections, income claims or disclose his or her eCosway income or Business Status Report (including the showing of bank statements or tax records). Hypothetical income examples that are used to explain the operation of the Marketing Plan, and which are based solely on mathematical projections, may be made to prospective Independent Business Owners, so long as the Independent Business Owner who uses such hypothetical examples makes clear to the prospective Independent Business Owner(s) that such earnings are hypothetical.
      
   
   
5. Conflicts of Interest
   

   1. Nonsolicitation
      Independent eCosway Business Owners may participate in other direct selling or network marketing or multilevel marketing ventures (collectively "network marketing"), and Independent Business Owners may engage in selling activities related to non-eCosway merchandise if they desire to do so. However, if an Independent Business Owner selects to participate in another network marketing opportunity, in order to avoid conflicts of interest and loyalties, Independent Business Owners are prohibited from Unauthorised Introduction, which includes the following:
      
      During the term of this Agreement, any actual or attempted introduction or enrollment of Independent eCosway Business Owners for other network marketing business ventures eCosway, either directly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of other network marketing business ventures (except eCosway) to any Independent eCosway Business Owner, or implicitly or explicitly encouraging any Independent eCosway Business Owner to join other business ventures. Because there is an extreme likelihood that conflicts will arise if an Independent Business Owner operates two network marketing programs, it is the Independent Business Owner's responsibility to first determine whether a prospect is an Independent eCosway Business Owner before introducing or enrolling the prospect for another network business venture.
      
      For a period of three months following the cancellation of an Independent Business Owner Agreement, the former Independent Business Owner may not introduce any Independent eCosway Business Owner for another network marketing program (except eCosway).
      
      
   2. Business Status Reports
      Business Status Reports are available for Independent Business Owners' access and viewing at eCosway's official website. Access to online Business Status Reports is password protected. All Business Status Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to eCosway. Business Status Reports are provided to Independent Business Owners in strictest confidence and are made available to Independent Business Owners for the sole purpose of assisting Independent Business Owners in working with their respective branch network in the development of their eCosway business. Independent Business Owners should use their Business Status Reports to assist, motivate, and train other Independent Business Owners in their branch network. The Independent Business Owner and eCosway agree that if Independent Business Owner did not agree to these terms of confidentiality and nondisclosure, eCosway would not provide Business Status Reports to the Independent Business Owner. An Independent Business Owner shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
      
      • Use the information to compete with eCosway or for any purpose other than promoting his or her eCosway business; or
        
        
      • Introduce or solicit any Independent Business Owner of eCosway listed on any report, or in any manner attempt to influence or induce any Independent Business Owner of eCosway, to alter his or her business relationship with eCosway.
        
        
      • Upon demand by the Company, any current or former Independent Business Owner will return the original and all copies of Business Status Reports to the Company.
        
        
6. Errors or Questions
   
   If an Independent Business Owner has questions about or believes any error has been made regarding earnings, Business Status Reports, or charges, the Independent Business Owner must notify eCosway in writing via email within 60 days of the date of the purported error or incident in question. eCosway will not be responsible for any errors, omissions or problems not reported to it within 60 days.
   
   
7. Excess Inventory Purchases Prohibited
   Independent Business Owners are not required to carry inventory of merchandise or sales aids. Independent Business Owners who do so may find making wholesaler sales and building an Independent Business Owner group network some what easier because of the decreased response time in fulfilling Independent Business Owner orders or in meeting a new Independent Business Owner's needs. Each Independent Business Owner must make his or her own decision with regard to these matters.
   
   eCosway strictly prohibits the purchase of merchandise in unreasonable amounts primarily for the purpose of qualifying for earnings or advancement in the Marketing Plan. Independent Business Owners may not purchase more inventory than they can reasonably resell in a month nor may they encourage others to do so.
   
   
8. Governmental Approval or Endorsement
   The majority of national, federal, state, provincial, territorial, or local regulatory agencies or officials do not engage in the approval or endorsement of any direct selling or network marketing companies or programs. Therefore, Independent Business Owners shall not represent or imply that eCosway or its Marketing Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency, unless the Company or the Marketing Plan have been so approved or officially sanctioned by such an agency.
   
   
9. Holding Applications or Orders
   Independent Business Owners must not manipulate joining of new Independent Business Owners, or purchases of merchandise. The holding of registrations or orders constitutes "stacking." The term "stacking" includes:
   
   1. the failure to transmit to eCosway, or the holding of an Independent Business Owner Registration Form, in excess of twenty-four (24) hours after the time any funds are or credit card information is provided by the new Independent Business Owner (unless the transmission of an Independent Business Owner Registration is not possible due to the contingencies set forth in Section 1.iv); or
      
   2. Stacking constitutes a material breach of these Policies and Procedures, and is strictly and absolutely prohibited.
      
      
10. Identification
    An Independent Business Owner must provide the Official Identification Number which his or her bank will accept for the opening of a bank account in the country in which the Independent Business Owner resides. This information must be provided to eCosway during Independent Business Owner Registration.
    
    
11. Income Taxes
    Every year, eCosway will provide appropriate income tax reports to residents of countries that require such reports. Each Independent Business Owner is responsible for paying national, federal, state, provincial, territorial or local taxes on any income generated as an Independent Business Owner.
    
    
12. Independent Business Owner Status
    Independent Business Owners are independent business persons, and are not purchasers of a franchise or a business opportunity. The agreement between eCosway and its Independent Business Owners does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Independent Business Owner. Independent Business Owners shall not be treated as an employee for his or her services or for national, federal, state, provincial, territorial, or local tax purposes. All Independent Business Owners are responsible for paying national, federal, state, provincial, territorial, or local taxes due from all profits and incentives earned as an Independent Business Owner of the Company. The Independent Business Owner has no authority (expressed or implied), to bind the Company to any obligation. Each Independent Business Owner shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Independent Business Owner Agreement, these Policies and Procedures, and applicable laws.
    
    The name of eCosway and other names as may be adopted by eCosway are proprietary trade names, trademarks and service marks of eCosway. As such, these marks are of great value to eCosway and are supplied to Independent Business Owners for their use only in an expressly authorized manner. Use of eCosway name on any item not produced by the Company is prohibited except as follows:
    
           
            Independent Business Owner's Name
            Independent Business Owner
    
    All Independent Business Owners may list themselves as an "Independent eCosway Business Owner" in the white or yellow pages of the telephone directory under their own name, however, neither this phrase nor any other verbiage identifying eCosway may be used in any email signature file. No Independent Business Owner may place telephone directory display advertisements using eCosway's name or logo. Independent Business Owners may not answer the telephone by saying "eCosway", or in any other manner that would lead the caller to believe that he or she has reached corporate offices of eCosway.
    
    
13. Adherence to Laws and Ordinances
    
    

    1. Local Ordinances
       Some states, provinces, territories, counties, and cities have laws regulating certain home-based businesses. In most cases these laws are not applicable to Independent Business Owners because of the nature of their business. However, Independent Business Owners must obey those laws that do apply to them. If a governmental official tells an Independent Business Owner that a law, regulation, or ordinance applies to him or her, the Independent Business Owner shall be polite and cooperative, and immediately send a copy of the ordinance to eCosway. In most cases there are exceptions to the ordinance that may apply to Independent eCosway Business Owners.
       
       
    2. Compliance with National, Federal, State, Provincial, Territorial, or Local Laws
       Independent Business Owners shall comply with all national, federal, state, provincial, territorial, or local laws and regulations in the conduct of their businesses.
       
       
14. Minors
    A person who is recognized as a minor in India may not be an Independent eCosway Business Owner.
    
    
15. Multiple eCosway Businesses
    An Independent Business Owner may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one eCosway business. No individual may have, operate or receive earnings from more than one eCosway business in any other manner. An exception to this rule will be considered on a case by case basis in certain cases (e.g., an Independent Business Owner who receives an interest in another business through inheritance). Requests for exceptions to policy must be submitted in writing to eCosway.
    
    
16. Re-packaging and Re-labeling Prohibited
    Independent Business Owners may not re-package, re-label, refill or alter the labels on any eCosway merchandise, information, materials or programs in any way. eCosway merchandise must be sold in their original containers only. Such re-labeling or re-packaging would likely violate national, federal, state, provincial, territorial or local laws, which could result in severe criminal penalties. Independent Business Owners should also be aware that civil liability can arise when, as a consequence of the re-packaging or re-labeling of merchandise, the persons using the merchandise suffer any type of injury or their property is damaged.
    
    
17. Requests for Records
    In the event that a report, document or record is available online, an Independent Business Owner should download and print it from the eCosway System. Any request from an Independent Business Owner to eCosway for copies of invoices, applications, Business Status Reports or other records will be available for a fee. This fee covers the expense of mailing and time required to research files and make copies of the records.
    
    
18. Roll-up of Business Network
    When a vacancy occurs in a business network due to the termination of an Independent Business Owner, the branches which are directly linked to the terminated Independent Business Owner will be moved up to the Independent Business Owner who is linked directly above the terminated Independent Business Owner.
    
    
19. Sale, Transfer or Assignment of eCosway Business
    Although an eCosway business is a privately owned, independently operated business, the sale, transfer or assignment of an eCosway business is subject to certain limitations. If an Independent Business Owner wishes to sell his or her eCosway business, the following criteria must be met:
    
    Protection of the existing branch must always be maintained so that the eCosway business continues to be operated in that branch.
    
    The buyer or transferee must be (or must become) a qualified Independent eCosway Business Owner. If the buyer is an active Independent eCosway Business Owner, he or she must first obtain the approval from eCosway before termination of his or her eCosway business simultaneously with the purchase, transfer, assignment or acquisition of any interest in the new eCosway business. The three (3) month waiting period set forth in Section 3.iii.b shall not apply to the sale, transfer or assignment of an eCosway business pursuant to this section.
    
    Before the sale, transfer or assignment can be finalised and approved by eCosway, any debt obligations the selling Independent Business Owner has with eCosway must be satisfied.
    
    The selling Independent Business Owner must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign an eCosway business.
    
    Prior to selling an eCosway business, the selling Independent Business Owner must notify eCosway of his or her intent to sell the eCosway business. No changes in that branch can result from the sale or transfer of an eCosway business.
    
    
20. Branch Linkage
    All active Independent Business Owners in good standing have the right to introduce branches into eCosway. Should there be a dispute in the linkage caused by multiple registration by an Independent Business Owner, the earlier registration received by the Company will be deemed controlling.
    
    
21. Succession
    Upon the death or incapacitation of an Independent Business Owner, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, an Independent Business Owner should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever an eCosway business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all earnings of the deceased Independent Business Owner's business network provided the following qualifications are met. The successor(s) must:
    
    Execute a new Independent Business Owner Agreement; and
    Comply with terms and provisions of the Agreement.
    
    Profit and incentive payments of an eCosway business transferred pursuant to this section will be remitted to the bank account of the beneficiaries. The beneficiaries must provide eCosway with the details of the bank account to which all profit and incentive payments will be remitted. If the business is bequeathed to joint beneficiaries, they must form a business entity. eCosway will issue all earnings and appropriate tax reporting forms (if any) to the business entity. An individual's interest in more than one eCosway business will be allowed only in the event of the death or incapacitation of an Independent Business Owner.
    
    
22. Transfer Upon Death of an Independent Business Owner
    To effect a testamentary transfer of an eCosway business, the successor must provide the following to eCosway:
    
    
    1. an original death certificate;
       
       
    2. a notarized copy of the will or other instrument establishing the successor's right to the eCosway business; and
       
       
    3. a completed and executed Independent Business Owner Agreement.
       
       
23. Transfer Upon Incapacitation of an Independent Business Owner
    To effect a transfer of an eCosway business because of incapacity, the successor must provide the following to eCosway:
    
    
    1. a notarised copy of an appointment as trustee;
       
       
    2. a notarised copy of the trust document or other documentation establishing the trustee's right to administer the eCosway business; and
       
       
    3. a completed Independent Business Owner Agreement executed by the trustee.

       
       

Effect of Cancellation

So long as an Independent Business Owner remains active and complies with the terms of the Independent Business Owner Agreement and these Policies and Procedures, eCosway shall pay profits and incentives to such Independent Business Owner in accordance with the Marketing Plan. An Independent Business Owner's earnings constitute the entire consideration for the Independent Business Owner's efforts in generating sales and all activities related to generating sales. Following a Independent Business Owner's non-renewal of his or her Independent Business Owner Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her Independent Business Owner Agreement (all of these methods are collectively referred to as "cancellation"), the former Independent Business Owner shall have no right, title, claim or interest to the business network which he or she has built, or any earning from the sales generated by the business network. An Independent Business Owner whose business is canceled will permanently lose all rights as an Independent Business Owner. This includes the right to sell eCosway merchandise and the right to receive future earnings or other income resulting from the sales and other activities of the Independent Business Owner's former business network. In the event of cancellation, Independent Business Owners agree to waive all rights they may have, including but not limited to property rights to their former business network and to any profit and incentive or other remuneration derived from the sales and other activities from his or her former business network.

An Independent Business Owner who cancels his or her Independent Business Owner Agreement within 14 calendar days from the date of enrollment must return any Special Starter Set(s) purchased.

The former Independent Business Owner shall not hold himself or herself out as an Independent eCosway Business Owner and shall not have the right to sell eCosway merchandise. An Independent Business Owner whose Independent Business Owner Agreement is canceled shall receive earnings only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

Involuntary Cancellation

Involuntary Cancellation An Independent Business Owner's violation of any of the terms of the Agreement, including any amendments that may be made by eCosway in its sole discretion, may result in any of the sanctions listed in Section 7.i, including the involuntary cancellation of his or her Independent Business Owner Agreement. Cancellation shall be effective on the date on which written notice is emailed to the Independent Business Owner's last known email address, or when the Independent Business Owner receives actual notice of cancellation, whichever occurs first.

The Company expressly reserves the right to terminate the Agreement and cease the eCosway business by giving thirty (30) days written email notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its merchandise via direct selling.