Tianshi Policy and Procedures
Introduction
1. Tianshi Health Products, Inc., Tianshi (Canada) Health Products, Inc., and any of their subsidiaries or related companies hereinafter "Tianshi" is a direct selling group of companies marketing
nutritional, personal care and other products to the consumer through Independent Consultants, hereinafter "Consultant(s)". The policies and procedures herein are applicable to all consultants of
Tianshi.
2. These Policies and Procedures, in their present form and as amended from time to time at Tianshi’s discretion, are incorporated into the Tianshi Independent Consultants Agreement. It is the
responsibility of each Consultant to read, understand, adhere to, and ensure that he/she is aware of and operating under the most current version of these Policies and Procedures.
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Purpose
3. The purpose of the Consultant Agreement is:
a. To define the relationship between Tianshi and the Independent Consultant;
b. To set standards of acceptable business behavior;
c. To assist Consultants in building and protecting their business.
Changes
4. Tianshi expressly reserves the right to alter or amend prices, Ethics, Rules and Regulations, Policies and Procedures, product availability and the Tianshi Compensation Plan. Amendments shall be
effective upon notification of the changes in official Tianshi publications distributed to all active Consultants, by mailing to the most recent address listed by the consultant in the records of
Tianshi. Such amendments are automatically incorporated as part of the agreement between Tianshi and the consultant. Consultants will be given ten (10) days notice of any material amendments.
5. Tianshi shall be entitled to change product prices at any time and without notice, and to make changes in the statement of policy and procedures.
Delay
6. Tianshi shall not be responsible for delays and failures in performing its obligations due to circumstances beyond its reasonable control, such as strikes, labor difficulties, riots, war, fire,
death, curtailment or interruption of a source of supply, government decrees or orders, etc.
Entire Agreement
7. This statement of policies and procedures is incorporated into the Independent Consultant Agreement and constitutes the entire agreement of the parties regarding their business relationship.
Governing Body
8. These rules are reasonably related to the laws of the state of California and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of
acceptance of the Independent Consultant Agreement, the State of California.
Policies and Provisions Severable
9. If any provision of the Consultant Agreement as it currently exists or as may be amended is found to be invalid, illegal, or unenforceable for any reason, only the invalid provision will be
severed from the Consultant Agreement; the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, illegal, or unenforceable provision never
comprised a part of the Consultant Agreement.
Titles Not Substantive
10. The titles and headings to these Policies are for reference purposes only and do not constitute, and shall not be construed as, substantive terms of the Consultant Agreement.
Waiver
11. Tianshi never gives up its right to insist on compliance with these rules or with the applicable laws governing the conduct of a business. This is true in all cases, both specifically expressed
and implied, unless an officer of Tianshi who is authorized to bind Tianshi in contracts or agreements specifies that Tianshi waives any of these provisions. In addition, any time Tianshi gives
permission for a breach of the rules, that permission does not extend to future breaches. This provision deals with the concept of "waiver", and the parties agree that Tianshi does not waive any of
its rights under any circumstances short of the written confirmation alluded to above.
Language
12. In the case of a dispute, Policies and Procedures, as published and modified from time to time in English, shall be considered the standard for determining and resolving disputes and
issues.
Becoming a Consultant
13. A consultant is one who has completed a Tianshi application and agreement and has been accepted by Tianshi as an Independent Consultant and meets the following criteria:
a. Be at least the age of majority in your country or region of residence; b. Reside in a geographic area where Tianshi has been approved for business; c. Read the Tianshi Policies and Procedures
and Tianshi Compensation Plan; d. Submit an original signed Consultant Application and Agreement to Tianshi;e. Purchase a Tianshi Starter Kit for a nominal cost (unless prohibited by law);f. Have
valid U.S. Social Security or Federal Tax ID number or Canadian Social Insurance or Business Number.Tianshi reserves the right to accept or reject any application for any reason.
Term
14. The term of the consultant agreement is one year, with an anniversary date of the date the Consultant first signed their Independent Consultant Agreement. Renewal is not automatic. Both the
consultant and Tianshi reserve the right to renew or not renew the contract. The consultant shall apply to renew the contract annually and renewal will be subject to acceptance by Tianshi. See Item
27 below for further details on Annual Renewal of the Independent Consultant Agreement.
Starter Kit
15. No person is required to purchase Tianshi products to become a Consultant. However, to familiarize new Consultants with Tianshi products, services, sales techniques, sales aids, and other
matters, Tianshi requires new Consultants to purchase a Starter Kit except where prohibited by law. The Starter Kit is sold "at Tianshi cost". This sum is not a service or franchise fee, but rather
is strictly to offset costs incurred by Tianshi for educational and business materials required for a consultant of Tianshi. Tianshi will repurchase any re-salable kits from Consultants who
terminate their Independent Consultant Agreement. Data processing fees, if any, will be deducted from commissions and bonuses.
Identification and Consultant Number
16. Tianshi requires Consultants to provide their Social Security or Federal Taxpayer Identification Number or Canadian Social Insurance or Business Number on the Independent Consultant Application
and Agreement. Tianshi uses this number to identify Consultants for tax purposes only.
Independent Consultant Benefits
17. Once Tianshi accepts a Consultant’s Application and Agreement, the benefits of the Tianshi Compensation Plan and the Independent Consultant Agreement are available to the new Consultant. These
benefits include the right to:
a. Purchase Tianshi products and services at the Independent Consultant prices;
b. Participate in the Tianshi Compensation Plan (receive bonuses and commissions, if eligible);
c. Sponsor other individuals as Customers or Consultants into the Tianshi business and thereby build a Downline Organization and progress through the Tianshi Compensation Plan;
d. Receive Tianshi literature and other Tianshi communications;
e. Participate in Tianshi-sponsored support, service, training, motivational, and recognition functions upon payment of appropriate charges, if applicable;
f. Participate in promotional and incentive contests and programs sponsored by Tianshi for its Consultants.
g. Consultants who elect to become Independent Consultants may retail Tianshi products or services and profit from these sales.
Independent Consultant Status
18. Consultants are independent marketing representatives of Tianshi and are not to be considered purchasers of a franchise or a distributorship. The agreement between Tianshi and its consultants
does not create an employer/employee relationship, agency, partnership, or joint venture between Tianshi and the consultants. Each consultant shall hold harmless Tianshi from any claims, damages or
liabilities arising out of the consultant’s business practices. Tianshi consultants have no authority to bind Tianshi to any obligation. Each consultant is encouraged to set up his/her own hours
and to determine his/her own methods of sale, so long as he/she complies with the policies and procedures of Tianshi.
Spousal Status - One Independent Consultant
19. Tianshi will consider each married couple a single Consultant. Husbands and wives may not sponsor each other directly or indirectly, nor have different sponsors. If one spouse is already a
Consultant, the non-participating spouse may elect to become a Consultant, but must join the same distributorship as his or her spouse. Tianshi reserves the right to reject any applications for
renewal. Should a husband/wife consultant divorce, they should notify Tianshi as to how the distributorship is to be managed thereafter. Otherwise, Tianshi will recognize the final judicial or
adjudicatory disposition of the distributorship.
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Change of Name
20. Tianshi reserves the right to approve or disapprove consultant’s change of business names, formation of partnerships, corporations, and trusts for tax, estate planning, and limited liability
purposes. If Tianshi approves such a change by consultant, the organization’s name must appear on the Independent Consultant Agreement along with a social security number or federal identification
number.
Cancellation of Independent Consultant Agreement
21. The Independent Consultant Agreement may be canceled at any time and for any reason by a consultant notifying Tianshi in writing of the election to cancel.
Separation of a Distributorship
22. If Consultants wish to dissolve their jointly held Distributorship, they must do so in such a way as to not disturb the income or interests of their Upline and Downline Organizations.
Consultants should consider the following when deciding whether or not to dissolve a jointly held Distributorship:
a.If a jointly owned Distributorship is dissolved, anyone of the joint owners may operate the Distributorship, but the other joint owners must relinquish their rights to, and interests in, the
Distributorship.
b.Tianshi cannot divide a Downline Organization, nor can it split commission or bonus checks between the joint owners.
c.If a jointly owned Distributorship is dissolved, the individual(s) who relinquished ownership in the original Distributorship may apply as new Consultants under any Sponsor but may not purchase
or join an existing Distributorship.
Succession
23. If a Consultant dies or becomes incapacitated, his/her rights to commissions, bonuses, and Downline Organization, together with all Consultant responsibilities, will pass to his/her
successor(s). Upon death or incapacitation, the successor(s) must present the Tianshi Compliance Department with proof of death or incapacitation, along with proof of succession, such as a Grant of
Probate or an Enduring Power of Attorney, and a properly completed Consultant Application and Agreement. You may inherit and retain another Distributorship even though you currently own or operate
a Distributorship.
Sale or Disposition of Business
24. A consultant may not sell, assign or otherwise transfer his or her distributorship, marketing position or other consultant rights without written application and approval by Tianshi. The
distributorship must be offered in writing first to the consultant’s sponsor. If the sponsor declines the offer, the consultant may offer the distributorship for sale to other qualified Tianshi
consultants, but only on the same terms and conditions as offered to the sponsor. A consultant who sells his or her distributorship shall not be eligible to re-qualify as a consultant for a period
of at least six months after the sale. Tianshi reserves the right to review the sale agreement and to verify waiver from the upline sponsor in the event the upline sponsor declines to purchase the
distributorship.
Partnerships or Corporations
25. A partnership or corporation may be a consultant. However, no individual may participate in more than one (1) distributorship in any form without express written permission from Tianshi. Only
in the most extreme and extraordinary circumstances will this be considered.
a. A distributorship may change status under the same sponsor from individual to partnership to corporation with proper and complete documentation.
b. To form a new distributorship as a partnership or corporation or to change status to one of these forms of business, you must request a partnership/corporation form from the corporate home
office. This form must be submitted detailing all partners, stockholders, officers or directors in the partnership or corporation. The partner or officer who submits the form must be authorized to
enter into binding contracts on behalf of the partnership or corporation. In addition, by submitting the partnership/corporation form, you certify that no person with an interest in the business
has had an interest in a Tianshi distributorship within (3) months of the submission of the form (unless it is the continuation of an existing distributorship that is changing its form of doing
business and as discussed in Item 22 above).
26. Corporate and Partnership Guarantee for Owners. Although Tianshi has offered consultants the opportunity to conduct their distributorship as corporate or partnership entities, it is agreed that
since the distributorship entity is under the control of its owners and principals, the actions of individual owners as they may affect Tianshi and the distributorship are also critical to
Tianshi’s business. Therefore, it is agreed that actions of corporate shareholders, officers, directors, agents or employees and the actions of partnership partners, agents or employees, which are
in contravention to Tianshi’s policies shall be attributable to the corporate or partnership entity.
Renewal of Independent Consultant Agreement
27. Tianshi charges Consultants an annual Independent Consultant renewal fee of US$20.00. Tianshi will automatically charge the fee to the Consultant’s credit card or checking account on file with
Tianshi on the anniversary date of the Consultant’s application. Consultants without a credit card or checking account must renew by phone or mail. The annual renewal fee will:
a. Automatically renew your subscription to Tianshi publications;
b. Renew your Consultant Agreement and maintain your line of sponsorship; and
c. Continue your entitlement to participate in the Tianshi Compensation Plan;
d. purchase Tianshi products;
e. enjoy Tianshi service support programs;
f. Participate in company promotions, contests, and recognition; and attend Company events.
28. If a consultant elects not to renew his/her consultant agreement, all rights to bonuses, marketing position, and wholesale purchases cease. The terminated consultant’s sales organization shall
be transferred to his/her sponsor.
Telephone Registration
29. A Consultant applicant may call Tianshi to receive a temporary Consultant Number and temporary authorization as a new Independent Consultant. The applicant must provide Tianshi with all the
necessary information to complete the Independent Consultant Application and Agreement. The applicant may order a Starter Kit at that time using a valid credit card.
The new Consultant’s temporary Consultant Number and authorization will be valid for 5 business days, pending Tianshi's receipt of the Consultant’s original Application and Agreement. Once Tianshi
receives the original Independent Consultant Application and Agreement, Tianshi will designate the temporary Consultant Number as a permanent Consultant Number and extend the initial Independent
Consultant authorization period to one full year.
Actions of Household Members or Affiliated Individuals
30. If any member of a Consultant’s immediate household engages in any activity, which if performed by the Consultant would violate any provision of the Consultant Agreement, such activity will be
deemed a violation by the Consultant.
Adherence to Laws and Ordinances
31. You must obey all laws that apply to your business
Adherence to the Tianshi Compensation Plan
32. Consultants must adhere to the terms of the Tianshi Compensation Plan as set forth in official Tianshi literature. Consultants shall not offer the Tianshi opportunity through or in combination
with, any other opportunity or unapproved method of marketing. Consultants shall not require or encourage other current or prospective Customers or Consultants to participate in Tianshi in any
manner that varies from the program as set forth in official Tianshi literature. Consultants shall not require or encourage other current or prospective Customers or Consultants to execute any
agreement or contract other than official Tianshi agreements and contracts in order to become a Tianshi Consultant. Similarly, Consultants shall not require or encourage other current or
prospective Customers or Consultants to make any purchase from, or payment to, any individual or other entity to participate in the Tianshi Compensation Plan, other than those purchases or payments
identified as recommended or required in official Tianshi literature.
General
33. The consultant, as an independent contractor, is fully responsible for all of his/her verbal and written statements made regarding the product and marketing program which are not expressly
contained in writing in the current consultant agreement, and advertising or promotional materials supplied directly by Tianshi. The Consultant agrees to indemnify Tianshi and hold it harmless from
any and all liability including judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by Tianshi as a result of consultant’s unauthorized representations.
34. Consultants must avoid all discourteous, deceptive, fraudulent, misleading, illegal, unethical, or immoral statements, conduct or practices in their marketing and promotion of Tianshi, the
Tianshi opportunity, income potential, the Tianshi Compensation Plan, and Tianshi’s products.
35. Only those Consultants who have achieved the rank of Six (6) Star or higher may produce individual sales, marketing, and support materials to market or promote Tianshi, the Tianshi opportunity,
the Tianshi Compensation Plan, Tianshi’s products, or their Tianshi businesses. All other Consultants may only use sales aids and support materials produced or currently approved by Tianshi. Sales,
marketing, and support materials include, but are not limited to, training and recruiting information, brochures, flyers, pamphlets, posters, postcards, letters, classified advertisements, etc.
promoting Tianshi’s products and programs, as well as e-mail messages, voice mail message recordings, and Internet home pages used to publicize Tianshi, its products, services, or The Tianshi
Compensation Plan.
36. Any Consultant who has achieved the rank of six (6) Star or above who desires to create his/her own promotional and marketing materials must submit a copy of the proposed materials to Tianshi
for review and approval before he/she may use the information to promote his/her business or the Tianshi opportunity. Upon receipt of the proposed promotional material, Tianshi will review the
information to determine the appropriateness of the material’s form and content. Tianshi will promptly notify the six (6) Star or higher-ranking Consultant in writing regarding the Company’s
decision to approve or disapprove the material for use in promoting and supporting his/her Tianshi business activities. Six (6) Star and higher ranking Consultants may only use those sales,
marketing, and support materials that Tianshi has expressly approved. All advertising copy, direct mailing, radio, TV, newspaper and display copy must be approved in writing before being
disseminated, published or displayed with the exception of blind ads where no reference is made to the Tianshi opportunity, Tianshi name(s) or product name(s).
Deceptive Practices
37. Consultants must fairly and truthfully explain the Tianshi products, opportunity, Tianshi Compensation Plan, and Policies and Procedures to prospective Consultants. This includes:
a. Being honest and thorough in presenting material from the Tianshi Compensation Plan to all potential Consultants;
b. Making clear that income from the Tianshi Compensation Plan is based on product sales and not merely on sponsoring other Consultants;
c. Making estimates of profit that are based on reasonable predictions for what an average Consultant would achieve in normal circumstances;
d. Representing that past earnings in a given set of circumstances do not necessarily reflect future earnings;
e. Not misrepresenting the amount of expenditure that an average Consultant might incur in carrying on the business;
f. Not misrepresenting the amount of time an average Consultant would have to devote to the business to achieve the profit estimated, and not stating that profits or earnings are guaranteed for any
individual Consultant;
g. Never stating or inferring that you will build a Downline Organization for anyone else;
h. Never stating that profits or earnings are guaranteed for an individual Consultant; and
i. Never stating that any consumer, business, or government agency has approved or endorsed the Tianshi products or the Tianshi Compensation Plan.
Media and Press Inquiries
38. Consultants must refer all media inquiries regarding Tianshi to the Tianshi Compliance Department or an Officer or Director of the Company. This will ensure that accurate and consistent
information reaches the general public.
Television and Radio
39. Consultants may advertise on television and radio subject to Tianshi's prior express written approval.
Trademarks and Copyrights
40. The name of Tianshi and other names as may be adopted by Tianshi are proprietary trade names and trademarks of Tianshi. A Consultant may not use the Tianshi trademark or trade name or corporate
logo to promote their independent business. Rather, they must use the "Independent Tianshi Consultants" logo to promote their business. A reproducible copy of the logo can be obtained from
Tianshi.
a. Tianshi will not permit the use of its copyrights, designs, logos, trade names, trademarks, etc. without its prior express written permission.
b. Consultants may describe themselves as an "Independent Tianshi Consultants" in the business pages of the telephone directory.
c. Consultants should not answer the telephone in any manner that might indicate or suggest that the caller has reached a Tianshi corporate office.
d. Consultants may not record or reproduce materials from any Tianshi corporate function, event, speech, etc.
e. Consultants may not record, reproduce, or copy any presentation or speech by any Tianshi spokesperson, representative, speaker, officer, director, or other Consultants.
f. Consultants may not reproduce or copy in whole or in part any recording of a Tianshi-produced audio tape or videotape presentation.
g. Consultants may not publish, or cause to be published, in any written or electronic media, the name, photograph or likeness, copyrighted materials, or property of individuals associated with
Tianshi without express written authorization from the individual and/or Tianshi.
h. A Consultant may not produce, use or distribute any information relative to the contents, characteristics or properties of Tianshi product, which has not been provided directly by Tianshi. This
prohibition includes, but is not limited to; print, audio, internet or video media.
i. Consultants may not publish, or cause to be published, in any written form or electronic media, the copyrighted materials or property of Tianshi, without express written authorization from
Tianshi.
j. Any display ads or institutional or trademark advertising copy, other than covered in the foregoing rules, must be submitted to Tianshi and be approved in writing by Tianshi prior to public
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Product Claims
41. Tianshi Consultants may not make claims that Tianshi products have therapeutic or curative properties except those contained in official Tianshi literature. In particular, no Consultant may
make any claim that Tianshi products are 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 the Consultant Agreement, but they also violate the laws and regulations of the United States, Canada, and other jurisdictions.
Income Claims
42. Consultants may not make income projections or claims or disclose their Tianshi income (including the showing of checks, copies of checks, or bank statements) when presenting or discussing the
Tianshi opportunity or The Tianshi Compensation Plan, except as set forth in official Tianshi literature. Tianshi believes firmly that the income potential is great enough to be highly attractive
in reality without resorting to artificial and unrealistic projections.
Regulatory Bodies and Agencies
43. Local, State/Provincial or Federal regulatory agencies rarely approve or endorse direct selling programs. Therefore, consultants may not represent that Tianshi’s program has been approved or
endorsed by any governmental agency.
Repackaging and Relabeling Prohibited
44. Consultants may not re-label or alter the labels on any Tianshi products, information, materials, or programs in any way. Consultants may not repackage or refill any Tianshi products. Tianshi
products must be sold in their original containers only. Such relabeling or repackaging would violate governing laws, which could result in severe criminal penalties. Civil liability may also
result when the persons using the products suffer any type of injury or their property is damaged as a consequence of the repackaging or relabeling of products.
Representation of Status
45. In all cases, any reference the consultant makes to him/herself must clearly set forth the consultant’s independent status. For example, if the consultant has a business telephone, the
telephone may not be listed under Tianshi’s name or in any other manner which does not disclose the independent contractor status of the consultant.
Retail and Commercial Outlets
46. Distributors may display Tianshi products in commercial outlets where professional services are the primary source of revenue and product sales are secondary. Tianshi products may only be
displayed and sold in retail establishments where the nature of the business is to make appointments with customers (such as salons, doctors’ offices, health clubs, where appointments are made for
personal training or where classes are scheduled). The sale of such products within such retail facilities must be conducted by a consultant and must be preceded by a discussion where the
consultant introduces the prospect to the products and opportunity, just as they would if they had met outside of the retail opportunity. Tianshi produced literature, banners, or signage may only
be displayed on a shelf, counter, or wall and must be displayed by itself. Product may not be sold from a shelf or taken from a display for purchase by a customer. Tianshi products may not be sold
in any retail establishment, even by appointment, if competitive products are sold in the establishment.
Stationery and Business Cards
47. Any printed materials, including business cards and stationery, must be approved by Tianshi in advance of producing these materials. Criteria for approving these materials will include a
judgment regarding the quality of the materials as well as properly setting forth the independent status of the consultant.
Telephone & E-Mail Solicitation
48. The use of Tianshi’s name or copyrighted materials with automatic calling devices or "boiler room" operations to market the Tianshi Opportunity, solicit consultants or retail customers is
strictly prohibited. Consultants are also forbidden from sending unsolicited e-mail messages or "spamming" to sell products, market the Tianshi opportunity or recruit Consultants or retail
customers. The use of these methods in ways that are legal and are the equivalent of the "blind ads" alluded to above cannot be regulated by Tianshi.
Territories
49. There are no exclusive territories for marketing Tianshi products or services, nor shall any Consultant imply or state that he/she has an exclusive territory to market Tianshi products or
services.
Trade Shows
50. Tianshi produced marketing materials and products may be displayed in a separate sectioned area in the trade show booth. All literature displayed at the event must be official Tianshi
literature and must clearly identify the individual(s) as Independent Consultants. Consultant’s may not sell or promote Tianshi’s products or business opportunity at farmers’ markets, flea markets,
swap meets or garage sales.
Unauthorized Recruiting & Dissemination of Information
51. A Consultant shall not sell to other Tianshi consultants, other than personally sponsored consultants, non-Tianshi products or in any way promote to such Tianshi consultant’s opportunities in
marketing programs of other companies. Such admissible promotion to designated personally sponsored consultants may not take place on the occasion or at the place designated for or associated with
a Tianshi business opportunity meeting or Tianshi-related activity.
52. On a periodic basis, Tianshi will supply data processing information and reports to the consultant, which will provide information to the consultant concerning the consultant’s downline sales
organization, product purchases and product mix. Consultant agrees that such information is proprietary and confidential, and may contain proprietary business trade secrets to Tianshi and is
transmitted to the consultant in confidence. The consultant agrees that he or she will not disclose such information to any third party directly or indirectly, nor use the information to compete
with Tianshi directly or indirectly. The consultant and Tianshi agree that, but for this agreement of confidentiality and nondisclosure, Tianshi would not provide the above confidential information
to consultant.
Vendor Confidentiality
53. Tianshi’s business relationship with its vendors, manufacturers and suppliers is confidential. A consultant shall not contact, directly or indirectly, or speak to or communicate with any
representative of any supplier or manufacturer of Tianshi except at a Tianshi sponsored event at which the representative is present at the request of Tianshi. Violation of this regulation may
result in termination and possible claims for damages if the vendor/manufacturer’s association is compromised by the consultant contact.
Website and Internet Policy
54. No Consultant may independently design a website that uses the names, logos, or product descriptions of the Tianshi, nor may a Consultant use "blind" ads on the internet making product or
income claims which are ultimately associated with Tianshi products or the Tianshi Compensation Plan. Any person using Tianshi names, logos, trademarks, etc. on the Internet or any other
advertising medium - except as permitted by Tianshi Rules and Regulations - shall be subject to immediate discipline, including termination of Consultant status.
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Conduct
55. In the conduct of his/her business, the consultant shall safeguard and promote the reputation of the products of Tianshi and shall refrain from all conduct which might be harmful to such
reputation of Tianshi or to the marketing of such products inconsistent with the public interest, and shall avoid all discourteous, deceptive, misleading, unethical or immoral conduct or
practices.
Cumulative Purchases in Certain Jurisdictions
56. Cumulative purchases during the first six months are limited to less than $500 in Georgia, Louisiana, Indiana and Michigan. See specific addenda to Independent Consultant Agreement for specific
states as to statutory purchasing limitations, buyback rules and other restrictions, disclosures and additional consultant rights and responsibilities.
Disciplinary Actions
57. A consultant’s violation of any policies and procedures, the agreement, terms and conditions or any illegal, fraudulent, deceptive, or unethical business conduct may result, at Tianshi’s
discretion, in one or more of the following disciplinary actions.
a. Issuance of a written warning or admonition.
b. Suspension, which may result in termination or reinstatement with conditions and restrictions.
c. Termination of the consultant.
Involuntary Termination
58. Tianshi reserves the right to terminate any distributorship at any time for cause when it is determined that the consultant has violated the provisions of these policies and procedures as they
may be amended or the provisions of applicable laws and standards of fair dealing. Such involuntary termination shall be made by Tianshi at its discretion. Upon an involuntary termination, Tianshi
shall notify the consultant by mail at the latest address listed with Tianshi for the consultant. In the event of a termination, the terminated consultant agrees to immediately cease representing
him/herself as a consultant.
Termination
59. Decision to Terminate:
a. When a decision is made to terminate a distributorship, Tianshi will inform the consultant in writing that the distributorship is terminated immediately, effective as of the date of the written
notification. The termination notice will be sent by certified mail to the consultant’s address on file with Tianshi.
b. The consultant will have 15 days from the date of mailing of the certified letter in which to appeal the termination in writing. The consultant’s appeal correspondence must be received by
Tianshi within 20 days of Tianshi’s termination letter. If the appeal is not received within the 20-day period, the termination will be automatically deemed final.
c. If a consultant files a timely appeal of termination, Tianshi will review and reconsider the termination, consider any other appropriate action, and notify the consultant of its decision. The
decision of Tianshi will be final and subject to no further review. In the event the termination is not rescinded, the termination will be effective as of the date of Tianshi’s original termination
notice.
Grievances and Complaints
60. When a Consultant has a grievance or complaint with another Consultant regarding any practice or conduct in relationship to their respective Tianshi businesses, the complaining Consultant
should first discuss the problem with the other Consultant. If this does not resolve the problem, the complaining Consultant should report the problem to his/her upline to resolve the issue at a
local level. If the matter cannot be resolved, it must be reported in writing to the Tianshi Compliance Department. The Compliance Department will review the complaint and make a final decision.
The complaint should identify specific instances of alleged improper conduct and, to the extent possible, identify the relevant dates on which the event(s) complained of took place, the location(s)
where they occurred, and all persons who have first hand knowledge of the improper conduct.
Compliance Department Review
61. Upon receipt of a written complaint, the Tianshi Compliance Department will investigate the matter, review the applicable policies, and render a decision on how the dispute shall be resolved.
The Compliance Department may also issue disciplinary sanctions consistent with the provisions of Section 55.
Arbitration
62. All disputes and claims relating to Tianshi, the Tianshi Compensation Plan, its Products, the rights and obligations of its Consultants and Tianshi, or any other claim or cause of action
relating to product purchase(s) or performance, either of a Consultant or of Tianshi under the Consultant Agreement, shall be settled totally and finally by arbitration in Los Angeles, California
unless the laws of the state or province in which the Consultant resides expressly require otherwise. There shall be one arbitrator, an attorney at law, with expertise in transactional law (there
being a strong preference for an attorney knowledgeable in the direct selling industry), selected from the panel which the American Arbitration Panel provides. Each party to the arbitration shall
be responsible for its own costs and expenses of arbitration, including legal and filing fees. If a Consultant files a claim or counterclaim against Tianshi, the Consultant may only do so on an
individual basis and not with any other Consultant or as part of a class action. The decision of the arbitrator shall be final and binding upon the parties and may, if need be, be reduced to a
judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any cancellation or expiration of the Independent Consultant Agreement.
63. Nothing in these Policies and Procedures shall prevent Tianshi from applying to and obtaining from any court having jurisdiction a writ of attachment, temporary injunction, preliminary
injunction, permanent injunction, or other available relief to safeguard and protect Tianshi’s interest prior to, during, or following the filing of any arbitration or other proceeding, or pending
the rendering of a decision or award in connection with any arbitration or other proceeding.
64. The existence of any Consultant claim or cause of action against Tianshi does not preclude Tianshi from enforcing the Consultant’s covenants and agreements contained in the Consultant
Agreement.
Jurisdiction, Venue, and Choice of Law
65. Jurisdiction and venue of any matter not subject to arbitration shall reside in Los Angeles, State of California or in the United States District Court, in and for the District of California
unless the laws of the state in which the Consultant resides expressly require otherwise. By signing the Independent Consultant Application Agreement, all Consultants consent to jurisdiction within
these two forums. The law of the State of California shall govern disputes involving the Consultant Agreement.
Downline Ongoing Support, Training
66. Any consultant, who sponsors other consultants, must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the
ultimate consumer and in the training of those sponsored. Consumers must have ongoing contact, communication and management supervision with his or her sales organization. Examples of such
supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, training sessions, accompanying individuals
to Tianshi training, sharing genealogy information with those sponsored. Consultants should be able to provide evidence to Tianshi semiannually of ongoing fulfillment or sponsor
responsibilities.
Insurance - Business Pursuits Coverage
67. You may obtain insurance coverage for your business activities.
International
68. Consultants may sell and promote Tianshi’s products, opportunity, and services or recruit or enroll any potential Consultant or customer only in countries in which Tianshi is approved for
business, as announced in official Tianshi communications or as approved by Tianshi in writing. If a Consultant desires to conduct business in an authorized country other than the one in which they
are a Consultant, he/ she must comply with all the applicable laws and regulations for that country.
Holding Applications or Orders
69. All Consultants must forward to Tianshi any forms and applications they receive from other Consultants or applicant Consultants, or Customers, on the next business day after which the forms or
applications are signed.
Inventory
70. If a consultant voluntarily surrenders or terminates his/her Independent Consultant Agreement and has purchased products for inventory purposes or mandatory sales aids while the Consultant
Agreement was in effect, all unencumbered products in a usable condition when in possession of the independent consultant, which have been purchased within 12 months of cancellation and which are
in compliance with the 70 percent rule, shall be repurchased. The repurchase shall be at a price of not less than ninety percent (90%) of the original net cost to the participant returning such
goods, taking into account any sales made by or through such participant prior to notification to Tianshi of the election to cancel. Buyback is 12 months in Massachusetts, Maryland, Georgia,
Louisiana, Wyoming, Texas, Oklahoma and Puerto Rico. In addition, Tianshi will honor statutory mandated buyback requirements of every jurisdiction.
Non-disparagement
71. In setting the proper example for their downline, Consultants must not disparage other Tianshi Consultants, Tianshi’s Products, the Tianshi Compensation Plan, or the Company’s employees. Such
disparagement constitutes a material breach of these Policies and Procedures.
Personal Product Use
72. The company's program is built upon retail sales to the ultimate consumer. The company also recognizes that consultants may wish to purchase product in reasonable amounts for their own personal
or family use. For this reason, a retail sale for bonus purposes shall include sales to non-participants as well as sales to consultants for personal or family use, which are not made for purposes
of qualification or advancement. It is company policy, however, to strictly prohibit the purchase of product or large quantities of inventory in unreasonable amounts solely for the purpose of
qualifying for bonuses or advancement in the marketing program. Consultants may not inventory load nor encourage others in the program to load up on inventory. Consultants must fulfill published
personal and downline retail sales requirements, including requisite retail sales to nonparticipants, as well as supervisory responsibilities, to qualify for bonuses, overrides or advancements.
Tianshi Policy and Procedures
73-94
Product Exchange Guarantee
73. Tianshi warrants the quality of its products and shall exchange any defective product. A Consultant returning a damaged or defective product must contact Tianshi Customer Service in their
region to receive an authorization prior to returning the product(s).
Thirty (30) Day Return Policy - Retail Customers
74. Tianshi obligates its Consultants to honor the Company’s 100%, unconditional, 30-day, money-back guarantee to all Retail Customers. If for any reason a Retail Customer is dissatisfied with any
Tianshi product, he/she may return the product to the Consultants from whom the product was purchased within thirty (30) days from the date of purchase for a replacement, exchange, or full refund
of the purchase price. If the Retail Customer requests a refund, the Consultants who sold the product to the Retail Customer must immediately refund the Retail Customer’s purchase price. (Retail
Customers must return merchandise to the Consultants who sold it to them; Tianshi will not accept returned merchandise directly from Retail Customers.) The Consultants, in turn, must contact
Tianshi Customer Service in their region to receive an authorization prior to returning the product(s) and return it along with the original sales receipt and returned merchandise to Tianshi.
Tianshi will then replace the returned merchandise with like product and ship it to the Consultant. All retail customers must be provided with two copies of an official Tianshi sales receipt at the
time of the sale. The back of the receipt provides the customer with written notice of his / her rights to cancel the sales agreement.
75. Notwithstanding Tianshi’s longer retail customer guarantee policy, all retail sales must comply with the Federal Trade Commission Three-Day Cooling Off Rule, which requires statutory language
and notice of cancellation on the retail sales receipt. The three-day right of cancellation must be orally explained to the customer and the customer must receive two copies of the notice of
cancellation form.
Return Policy - Consultants
76. If a Consultant elects to cancel his/her Distributorship during the thirty-day period immediately following his/her enrollment, Tianshi will refund 100% of the price of the Starter Kit and all
products purchased as part of the Consultant’s initial order (excluding shipping). The canceling Consultant must return the products in a resaleable condition and the entire Starter Kit to Tianshi,
shipping prepaid, along with a letter explaining that he/she wishes to terminate his/her Distributorship and receive a refund. Please note that this 100% refund (less shipping) does not apply once
a Consultant places his/her second product order. If a Consultant returns product after the second order then the terms of items 77 and 78 will apply. If a Consultant returns his/her Starter Kit
and/or merchandise equal to, or exceeding $100.00, for a refund, the return constitutes a Voluntary Cancellation of his/her Consultant Agreement. Moreover, the Company will adjust the appropriate
Consultants’ Sales Volume in accordance with the Tianshi Compensation Plan.
All Other Returns
77. After the initial order, a Consultant may return to Tianshi products, including promotional materials and sales aids, purchased within the past 365 days for a refund of 90% of the purchase
price (less handling and delivery charges) if the merchandise is in resaleable condition, unless otherwise required by law. However, returns that result in refunds in excess of US $100 may result
in the termination of the Independent Consultant Agreement. Moreover, Tianshi may deduct from the amount of the refund any commissions or bonuses the Consultant may have received as a result of the
products that he/she is returning.
Returns and Repurchases - Procedure
78. To receive a refund, exchange, or replacement on product purchased a Consultant must:
a. Obtain Authorization from the Customer Service Department. This number must accompany all returned products;
b. Return the product with the original packing slip to Tianshi;
c. Use proper shipping carton(s) and packaging materials to return the product to Tianshi. The Consultant is responsible for tracing your return shipment should that be necessary.
d. If a Consultant returns product from a Retail Customer, he/she must:
i) Send the product to Tianshi within 10 days of the customer’s return.
ii) The package must be accompanied by an explanation of why the customer is dissatisfied, a copy of the original sales receipt, and the unused portion in the original container.
e. Only the Consultant who ordered the product from Tianshi may return it.
f. Tianshi is not liable for items lost in transit.
Record Keeping
79. Tianshi encourages each consultant to keep accurate sales records. The program is based upon retail sales to the ultimate consumers; therefore, all forms of stockpiling or pyramiding are
prohibited. Products are offered to consultants only for personal consumption and for resale to consumers.
Reporting Policy Violations
80. Consultants should report any observed violations of a policy to Tianshi to ensure that the integrity and ongoing business operations of Tianshi are protected.
Reporting and Resolving Problems and Errors
81. In the event a Consultant has questions about or believes that any errors have been made regarding commissions, bonuses, Downline Genealogy Reports, orders, or charges, the Consultant must
notify Tianshi within thirty (30) days of the date of the purported error or incident in question. Tianshi will not be responsible for any error, omission, or problem not reported within thirty
days.
82. If you have any questions regarding shipments, orders, commissions and bonuses, or the Tianshi Compensation Plan, please write or call the Customer Service Department.
Retail/70 Percent Policy
83. Tianshi sales and marketing program is based upon retail sales to the ultimate consumer. Every aspect of the program is designed to assist our consultants in the marketing of fine products and
services to the general consuming public. As a dual consumer safeguard, of the utmost importance to Tianshi is the policy that consultants should purchase products in commercially reasonable
quantities, and under no circumstances may consultants cause others to purchase products in amounts that are not reasonably expected to be sold to the consuming public or in unreasonable amounts
for personal or family use. In furtherance of these policies, Tianshi has adopted specific rules on retail sales and retailing referenced as Tianshi Retail/70 Percent Rule. In the interest of
protecting the consumer and the opportunity of its consultants, Tianshi enforces this rule through a verification program.
Tianshi Retail Rule
a. Although the primary function of Tianshi is to sell products to the general consuming public, Tianshi realizes that its consultants may purchase products for personal or family use in reasonable
amounts. For this reason, Tianshi defines a retail sale to include sales to non-participants, as well as purchases for personal or family use in reasonable amounts, which are not made solely for
purposes of qualification or advancement. This is a standard followed by leading direct selling companies. Notwithstanding this policy, Tianshi, in order to specifically further retail selling, has
adopted a requirement that a consultant will not be eligible for bonuses or overrides unless he or she has made at least 5 sales per month to non-participant retail customers.
b. 70 Percent Rule - As with other leading direct selling companies, Tianshi has adopted a 70 percent rule. Under this rule, Tianshi consultants may not order additional product unless they have
sold or used for personal or family use at least 70 percent of previously purchased inventory-type product. This affirmation by the consultant is required on each individual purchase by each
consultant.
c. Retail/70 Percent Rule Audit Verification Program - In its effort to support and enforce the retail/70 percent rule, Tianshi on a quarterly basis will conduct random audit verification
follow-ups. Representatives of Tianshi will contact consultants to further verify compliance with the retail/70 percent rule. Consultants should maintain records and be prepared to assist Tianshi
representatives in their task.
Sponsorship
85. All consultants have the right to sponsor others. In addition, every person has the ultimate right to choose his/her own sponsor. If two consultants should claim to be the sponsors of the same
new consultant, Tianshi shall regard the first application received by the corporate home office as controlling.
a. As a general rule, it is good practice to regard the first consultant to meaningfully work with a prospective consultant as having first claim to sponsorship, but this is not necessarily
controlling. Basic tenets of common sense and consideration should govern.
b. As a convenience to its consultants, Tianshi may provide various methods of registering or informing Tianshi of newly sponsored consultants, including telephone registration and facsimile
registration. Until such time as the facsimile, containing all appropriate information, as well as the signature of the proposed new consultant, Tianshi will only consider the incomplete telephone
or facsimile registration in the category of "intended registration". Thus, although Tianshi is attempting to create some convenience for its sponsoring consultants, it is the responsibility of the
sponsoring consultant to cause delivery to Tianshi of a completed and signed Independent Consultant Agreement if the sponsor is to expect recognition as the official sponsoring consultant.
c. There is no "magic" involved in Tianshi or in any business. Those who sponsor widely but do not help new consultants develop their business meet with limited success. Therefore, a responsibility
of sponsorship is to work with new consultants, helping them learn the business and encouraging them during the critical early months.
d. Sponsors are not required to carry inventory of products or sales aids for new consultants. Consultants who do so, however, find building a major sales organization much easier because of the
decreased response time in meeting a new consultant’s needs.
Taxes - Income Taxes
86. Every year Tianshi will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who had earnings of more than $600 in the previous calendar year, or
who made purchases for resale during the previous calendar year in excess of $5,000. If earnings and purchases are less than $600 and $5,000, respectively, Consultants may submit a request for a
1099, and Tianshi will prepare and forward one.
87. Each Consultant is responsible for paying federal, local, state, provincial, and territorial taxes on any income generated as an Independent Consultant.
Taxes (Sales Tax in United States; HST, GST & PST in Canada)
88. Tianshi will collect and remit sales taxes on behalf of Consultants at the suggested retail price according to applicable tax rates to which the shipment is destined. In the event a Consultant
has submitted, and Tianshi has accepted a Sales Tax Exemption Certificate with a photocopy of the Sales Tax Registration License, sales taxes will not be added to the invoice; the responsibility of
collecting and remitting sales taxes to the appropriate authorities will be upon the Consultant (not applicable in Canada or the states of Massachusetts and Texas). Exemption from the payment of
sales tax is applicable only to orders which are shipped to a jurisdiction for which the proper tax exemption papers have been filed and accepted. Sales taxes will be charged on orders that are
drop-shipped to another jurisdiction, based on the sales tax laws of the destination. Any sales tax exemption accepted by Tianshi is not retroactive.
89. Tianshi has entered into the Alternate Collection Method (ACM), an agreement with the Canadian Government whereby the Company is required to charge GST and PST, where applicable, at the retail
price level of products sold to Consultants. Conversely, because of the ACM, the Company is not required to charge the taxes on Consultant commissions and bonuses. Consultants who have not elected
to be Consultants in Canada will not be under the ACM and will need to register for GST if annual commission payments exceed $30,000CAD. They will also be charged GST on sales aides, Starter Kits,
and freight that are nontaxable to Consultants under ACM.
Tianshi Compensation Plan
90. Sales Volume Qualification by Order Taking. As with other leading and direct selling companies, Tianshi has adopted minimum personal and group sales volume requirements. With respect to
tangible products, which may be offered for purchase for resale, minimum sales volume requirements may also be fulfilled by taking orders from retail customers which will be fulfilled or
drop-shipped by Tianshi directly to the retail customer.
91. To be eligible for monthly override commissions and bonuses, the consultant must comply with:
a. Supervisory responsibility requirements as outlined herein.
b. 70% rule on resale of wholesale product ordered, and
c. Retail sales rule requiring sales to at least 5 non-participant retail customers per month.
d. The requirement that his/her downline has retailed product which has been purchased at wholesale.
Transfer of Sponsorship
92. Transfer is rarely permitted and is actively discouraged. Maintaining integrity is absolutely mandatory for the success of the overall organization. Transfers will generally be approved in five
(5) circumstances only:
a. In the case of unethical sponsoring by the original sponsor. In such cases, Tianshi will be the final authority.
b. With the written approval of the immediate five (5) upline sponsors.
c. Resigning from Tianshi entirely and waiting three (3) months to reapply under the new sponsor.
d. Where a request for a change is made within 10 days of enrollment. If you make such a request, you must also submit the written consent of your Sponsor and that person’s Sponsor. If at the time
of the request you have any Downline Organization in place, no change will be permitted in the line of sponsorship.
e. If you have been "inactive" (i.e., no purchases or sales of Tianshi products or participation in any other form as a Consultant) for a period of 12 successive months, you may terminate your
Distributorship in writing and rejoin immediately under the Sponsor of your choice.In the case of unethical sponsoring, the individual may be transferred with their downline intact; in all other
events, the individual alone is transferred without any downline consultants being removed from the original line of sponsorship.
Conflicting Enrollments
93. Every prospective Consultant has the ultimate right to choose his/her own Sponsor. As a general rule, the first Consultant who does meaningful work with a prospective Consultant is considered
to have first claim to sponsorship. Basic tenets of common sense and consideration should govern any dispute that may arise. In the event that a prospective Consultant or any Consultant on behalf
of a prospective Consultant, submits more than one Consultant Application and Agreement to Tianshi, listing a different Sponsor on each, the Company will only consider valid the first Consultant
Application and Agreement that it receives, accepts, and processes. If there is any question concerning the sponsorship of a Consultant, the final decision will be made by Tianshi.
Cross-line Raiding
94. Cross-line raiding is strictly prohibited. "Cross-line raiding" is defined as the enrollment of an individual or Entity that already has a current Independent Consultant Agreement on file with
Tianshi, or who has had such an agreement within the preceding three (3) calendar months within a different line of sponsorship. The use of trade names, assumed names, corporations, partnerships,
trusts, social insurance numbers, tax ID numbers, social security numbers, or fictitious ID numbers to circumvent this policy is prohibited. Consultants may not demean, discredit, or invalidate
other Tianshi Consultants in an attempt to entice another Consultant to become part of the first Consultant’s Downline Organization.
