X AURA EUROPE B.V. NETWORK MARKETING MEMBERSHIP AGREEMENT

3.1 Distributor applications must be submitted through the Company’s official website by designating a sponsor. Applications that are incomplete, inaccurate, or submitted under the wrong country may be deemed invalid. In accordance with Distributor ethical principles, the person who introduced the Company and explained the system must be listed as the Sponsor/Referrer. If a third party is listed as sponsor despite not being the introducing party, and the Company detects this situation, the Company reserves the right to remove the sponsor/referrer and leave the Distributor without a sponsor.

3.2 Upon the Company’s request, the Distributor must provide documentation proving residence in the country of application, legal age, and legal capacity to conduct business. The Distributor must also provide any documents required by competent authorities. Failure to comply shall result in termination of the distributorship without compensation or commission payment.

3.3 Upon submission of a complete application, a “Distributor Number” shall be assigned. For tax purposes, the Distributor must provide Social Security, Tax Identification, or other government-issued identification numbers, depending on the country of residence. All commissions and bonuses shall be paid to the bank account registered in the system under the name of the first applicant listed in the Distributor application. In the event of dispute, the Company’s accounting records shall prevail.

3.4 The Distributor may not assign, transfer, or otherwise delegate any rights granted under this Agreement without prior written consent from the Company. The Distributor may delegate responsibilities, but remains ultimately responsible for ensuring compliance with this Agreement and applicable laws and regulations.

3.5 The Distributor must notify the Company in writing of any change affecting the accuracy of the Distributor application.

3.6 From the date of approval, the Distributor may not simultaneously participate in any other direct sales company or network marketing organization that provides income opportunities, under any title whatsoever. If such activity is detected, the Company shall notify the Distributor via the registered phone number and require termination of such external activity within seven (7) business days. Failure to provide proof of termination shall result in unilateral termination of the distributorship. In such case: (a) Any earned but unpaid commissions shall remain with the Company as compensation; (b) Any outstanding debt owed by the Distributor shall become immediately due and payable; (c) If not paid within five (5) days, legal proceedings may be initiated.

3.7 A Distributor may not hold more than one distributorship simultaneously without written Company approval. Unless otherwise approved, a Distributor may not own, control, manage, or derive direct benefit from another distributorship under a different sponsorship line. If such violation is detected, all distributorships may be terminated without compensation.

3.8 Only companies with a single natural person shareholder may be accepted as Distributors. Corporate applicants must provide their full legal trade name in the application form. Within seven (7) days after approval, official company documents valid in the country of registration must be submitted to the Company headquarters. If not submitted within this period, the distributorship shall be converted to the name of the natural person.

3.9 If any person required to be listed in a company Distributor application is already a Distributor, a separate independent registration under the company name may not be created.

3.10 Spouses of registered Distributors may not register under a different sponsorship line. If detected, the Company reserves the right to: (a) Reassign the new Distributor and their team to the original sponsor line, (b) Freeze the distributorship, or (c) Terminate it.

3.11 Unless expressly approved in writing by the Company, a Distributor may not purchase shares from or merge with an existing Distributor under a different sponsor. A Distributor may not acquire ownership in a distributorship registered under the name of a non-family member.

3.12 A Distributor may not solicit, entice, or assist another Distributor to change sponsorship.

3.13 Transfer of a distributorship is permitted only once and only to a first-degree relative. Otherwise, transfer is not permitted.

3.14 In the event of the Distributor’s death, the distributorship may be transferred upon joint application of all heirs. Otherwise, it shall be frozen until a court decision is submitted. If a corporate Distributor enters liquidation, the distributorship shall continue under its sole natural person shareholder.

3.15 Each Distributor operates independently. No Distributor is an employee, partner, or legal representative of the Company and may not assert such rights. The Distributor is solely responsible for all taxes and obligations arising from their activities.

3.16 Registering a person as a Distributor without their knowledge and/or consent is strictly prohibited.

3.17 Without prejudice to other rights under law or this Agreement, the Company may reject or terminate a distributorship if: required documents are not provided; false or misleading information is submitted; or any provision of this Agreement is violated.

3.18 Non-Solicitation & Non-Compete: During the term of this Agreement, the Distributor shall not, directly or indirectly: recruit Company Distributors into another direct sales/network marketing company; induce Company employees to terminate employment; recruit Company employees or Distributors for competing companies; or encourage a Distributor to terminate or reduce activity with the Company. Violation shall result in immediate termination pursuant to Article 3.6.

3.19 If improper Distributor registration is detected, the registering Distributor shall be immediately terminated, and the improperly registered Distributor shall be transferred to the correct sponsor line.

4.1 When presenting the Company’s business opportunity to prospective Distributors, the Distributor must present the opportunity fully, accurately, and without omission, misrepresentation, or false statements. The Distributor is strictly prohibited from making additional offers, representations, or agreements on behalf of the Company. Any such unauthorized action may result in termination of the distributorship.

4.2 In some cases, more than one Distributor may contact the same prospective Distributor, which may lead to sponsorship disputes. In such situations, the final decision shall rest with the new Distributor, who shall choose his/her sponsor. The Company shall not mediate sponsorship disputes and shall recognize the sponsor listed in the first completed and paid application in the system.

4.3 A Distributor builds a sales organization by sponsoring new Distributors and placing them within his/her network. The sponsor is responsible for placing the new Distributor within the organization. Once placed, a Distributor may not be transferred to another position within the organization unless there is unanimous written agreement between the Company, the sponsor, and the Distributor.

4.4 If a Distributor falsely claims that the Company has deviated from its procedures, the Company may, at its sole discretion, initiate termination proceedings due to misrepresentation.

4.5 If a placement error occurs, the sponsor must notify the Company within three (3) days of placement and submit any required original documentation to the Company headquarters. The Company reserves the right to accept or reject correction requests. Furthermore, the Company may reclaim paid commissions or cancel earned but unpaid commissions resulting from placement corrections.

4.6 The Company does not permit sponsor changes. If a sponsor terminates his/her distributorship, the reassignment of that sponsorship or its transfer to the next upline sponsor shall be at the sole discretion of the Company.

5.1 Distributor Lists: All Distributor lists contained in the Company’s database, including organizational structures, names, addresses, email addresses, telephone numbers (hereinafter referred to as the “Lists”), are confidential. The Distributor acknowledges that the Company has invested substantial time, effort, and financial resources to develop, compile, organize, and maintain these Lists and that the Company has a legitimate legal interest in protecting this valuable asset.

5.2 The Lists, in their present and future form, constitute proprietary business assets and trade secrets of the Company.

5.3 The Lists are provided exclusively to the Distributor for the limited purpose of training, supporting, and servicing his/her Distributor organization in connection with Company activities.

5.4 The Distributor agrees to maintain the confidentiality of the Lists and to use them solely for the exclusive purposes described in this Agreement.

5.5 Ownership & Protections: The Lists shall at all times remain the exclusive property of the Company. The Distributor agrees not to disclose any List, that unauthorized use constitutes breach of trust, that the Company may seek injunctive relief, and that all Lists shall be immediately returned upon request.

5.6 A Distributor who unlawfully discloses the Lists shall compensate the Company for all legal expenses, including court costs and attorneys’ fees.

5.7 Disclosing Lists to enable another direct sales company to use information constitutes a violation of this Article.

5.8 The Distributor agrees that the Company may use the Distributor’s name, photograph, and personal success story in promotional materials without any claim for compensation.

6.1 All Distributor applications, order forms, and related documents must be submitted online, or via fax where internet access is not available.

6.2 Stockpiling of products beyond reasonable demand is strictly prohibited.

6.4 Payment Methods: Credit card, debit card, or bank transfer. Using a third party’s credit card is strictly prohibited.

6.5 Delivery Responsibility: Distributor is responsible for availability. Reshipping costs caused by incorrect address or absence belong to the Distributor.

6.6 Restricted Markets: Shipping products to unauthorized or non-operating countries is strictly prohibited.

6.7 - 6.10: Verification, order tracking, and mandatory inspection upon delivery for missing or damaged orders.

7.1 Product Returns: Within the legally prescribed period, unopened, undamaged products in resalable condition may be returned for a 100% refund of net cost less applicable deductions (bonuses, taxes, commissions paid). Requesting a 100% refund of initial order reserves the Company's right to terminate distributorship.

7.2 No refunds on seasonal, discontinued, or promotional items clearly designated prior to purchase.

7.3 - 7.10: Defective/missing products receive replacements (Return Authorization required within 3 business days). Sales aids and promotional kits are custom-made and non-refundable. No cash refunds; refunds credited to original payment method.

8.1 Pricing & Marketplace Restrictions: The Company exclusively determines retail and Distributor prices. Distributors may NOT sell products below official customer prices on third-party platforms (Amazon, eBay, Trendyol, etc.) or retail stores. Violation results in immediate termination.

8.2 Products may not be repackaged or relabeled.

8.3 - 8.5 Medical Claims Prohibition: Company products do NOT diagnose, treat, cure, or prevent any disease. Only structure/function claims approved in official literature are permitted. All structure/function claims must include the disclaimer: “These statements have not been evaluated by any regulatory authority. This product is not intended to diagnose, treat, cure, or prevent any disease.”

8.6 - 8.8: Compensation is based strictly on actual product sales, not recruiting. Non-exclusive territories across officially open countries.

9.1 - 9.2: Income representations must be factual and documented. There is no guarantee of specific income; results depend on individual effort and market conditions. Quick-wealth or exaggerated claims are strictly prohibited.

9.3 Monthly Bonus Calculation: Bonuses are calculated monthly and paid to registered bank accounts by the 28th day of the following month.

9.4 - 9.5: Distributors must maintain updated banking information. Compensation Plan modifications take effect on the 1st day of the month following website announcement.

10.1 - 10.3 Prohibited Conduct: Selling in unauthorized retail stores; cross-sponsoring or cross-recruiting; unauthorized credit card use; false benefit claims; misrepresenting compensation plan; unauthorized use of XAURA name/logos or domain URLs; defamatory statements; claiming regulatory approval without permission.

10.4 - 10.6: Marketplace under-pricing prohibited. Independent cash/car/trip incentives tied to the compensation plan are strictly prohibited without written Company consent.

11.1 - 11.5 Investigation: Breach of terms results in warning, suspension, or termination. Documented violation reports must be submitted within 90 days.

12.1 Voluntary Termination: Distributor may voluntarily terminate at any time via written notice by post. Re-application allowed after six (6) months with a sponsor of choice.

13.1 - 13.5 Commission Payment Rules: Paid by the 28th day of the following month. Discrepancies must be reported in writing within 15 days. Unclaimed commissions lapse after 120 days. Distributorships cannot be divided in divorce or corporate dissolution.

14.1 - 14.4 Branding & Domain Restrictions: “XAURA” trademarks/logos belong exclusively to the Company. In all approved ads, Distributor must state “Independent XAURA Member.” The name “XAURA” may NOT appear in any non-company domain name (URL) or social media page title. Unauthorized domain owners must transfer domains to the Company free of charge upon request.

14.5 - 14.10 Media & Audio/Video Approval: All print, broadcast, digital, or recorded marketing materials containing XAURA branding must be approved in writing via [email protected] prior to release.

14.11 Retail Outlets: Retail sales strictly prohibited (except approved service establishments like beauty salons/spas where products are displayed exclusively indoors, without exterior signage).

14.12 - 14.17 Fairs & Auctions: Trade fairs permitted if not displayed alongside other network marketing brands. Auctions (eBay, etc.) strictly prohibited.

15.1 - 15.7 Independent Merchant Status: The legal relationship is between independent commercial merchants. The Distributor is NOT an employee, partner, or legal representative of the Company and is solely responsible for all taxes, duties, and social security obligations.

16.1 Limitation of Liability: Company total liability is strictly limited to the net price paid for unopened, undamaged products.

16.8 Applicable Law & Jurisdiction: Governed by the laws of the country where the Distributor is located. Courts of the Distributor's country of residence shall have jurisdiction.