I. INTRODUCTION

Welcome to Win Technologies.

Congratulations on taking the first step in an exciting new journey that could very well change your life. Your success as a Win Technologies Independent Ambassador (herein referred to as an Ambassador or an Independent Ambassador) will be directly related to the quality of your relationship with your customers, sponsored Independent Ambassadors and Win Technologies Inc. (hereinafter called the Company or Win Technologies). A clear statement of our Policies & Procedures (P&P) promotes a healthy environment that ensures equality of opportunity and fairness to everyone who decides to become part of the Win Technologies family.

As an Independent Ambassador, you agree to follow the culture and spirit as well as the letter of the P&P. Adhering to the Win Technologies P&P will assist you in providing quality service, which will lead to greater success and rewards.

Achieving success as an Independent Ambassador requires time, effort and commitment. There are no guarantees of Commissions, only rewards based upon personal efforts and productivity.

The Company’s P&P constitutes part of the Independent Ambassador Application and Agreement and when accepted by the company, together with the Win Technologies Compensation Plan and any other document incorporated by reference, form the Agreement between the Independent Ambassador and the Company.

Purpose of Policies

A. Win Technologies is a technology company that uses mobile applications to market products through independent Ambassadors. To clearly define the relationship that exists between Ambassadors and Win Technologies, and to explicitly set a standard for acceptable business conduct, Win Technologies has established these Policies and Procedures.

B. Win Technologies Ambassadors are required to comply with (i) all of the terms and conditions set forth in the Agreement, which Win Technologies may amend in its sole discretion at any time; (ii) all Federal, state, territorial, and local laws governing his or her Win Technologies business; and (iii) these Policies and Procedures.

C. Win Technologies Ambassadors must review the information in these Policies and Procedures carefully. Should an Ambassador have any questions regarding a policy or rule, the Ambassador is encouraged to seek an answer from his or her Sponsor or any other Upline Ambassador. If further clarification is needed, the Ambassador may contact Win Technologies Member Services.

D. Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:

i. posting on the official Win Technologies Website;

ii. electronic mail (e-mail); or

iii. in writing through the Win Technologies corporate newsletters or other official communications

You confirm this Ambassador Agreement each time you receive a Win Technologies bonus/commissions payment or process services/place an order or log into your ambassador back office. It is with great anticipation of your success that we present you with the Win Technologies P&P and urge you to follow it closely and completely.

Section 1: Becoming an Independent Ambassador

Independent Ambassador status does not constitute the sale of a franchise or distributorship. An ambassador is authorized by the Company to operate an Ambassador Business when he or she (i) Agrees with policies and procedures and terms and conditions. Through the company’s online enrollment process

A. Independent Status:

1. Ambassadors are independent contractors. An Ambassador shall not make purchases, enter into contracts or into any transactions in the Company’s name. 1. All Ambassadors must have reached the age of majority, usually eighteen (18) years of age and have the legal capacity to contract in the jurisdiction in which they reside.

2. Ambassador agree to abide by the Official P&P and warrant that they understand the requirements specified in the Win Technologies Compensation Plan.

3. An Ambassador that completes the registration process to become an Independent Ambassador with the Company agrees to receive any electronic communications from the Company include, but not limited to, electronic emails and text messages.

2. An Ambassador’s decision to enter into this Agreement does not create, nor may the Ambassador claim that they are, in any way, shape or form, parties to an employer/employee, agency, partnership, franchise or joint venture relationship between the Company and the Ambassador.

3. Ambassadors must abide by all laws, rules and regulations pertaining to the acquisition, receipt, holding, selling, distribution and advertising of Company products, services and income opportunity.

4. An Ambassador is fully responsible for all of his or her verbal and/or written statements made regarding the Products, Services, and the Compensation Plan which are not expressly contained in current official Company materials and the Ambassador agrees to indemnify the Company against any claims, damages, or other expenses, including attorneys’ fees, arising from any representations or actions made by the Ambassador that are outside the scope of the Contract. The provisions of this Section survive the termination of the Contract.

5. Ambassadors are solely responsible for declaration and payment of any taxes or fees Ambassador with their Independent Ambassador business.

6. Ambassadors are solely responsible for supplying any equipment and tools necessary for operating the Win Technologies business, such as telephones, transportation, professional series, office equipment, office supplies and general liability insurance.

7. Ambassadors are solely responsible for providing their own place of business and determining their own work hours.

B. Ambassador Registration Requirements:

1. All Ambassadors must have reached the age of majority, usually eighteen (18) years of age and have the legal capacity to contract in the jurisdiction in which they reside.

2. Ambassador agree to abide by the Official P&P and warrant that they understand the requirements specified in the Win Technologies Compensation Plan.

3. An Ambassador that completes the registration process to become an Independent Ambassador with the Company agrees to receive any electronic communications from the Company include, but not limited to, electronic emails and text messages.

C. Application Processing:

1. In order to be accepted by the Company, an Ambassador must complete the Independent Ambassador online registration Form for the state/country in which the Applicant resides.

2. Failure of the Ambassador to submit a complete and correct registration or to provide appropriate documentation, when requested, may result in the Ambassador registration approval being rejected by the Company. The Company will reject incomplete registrations or registration with false information and is under no obligation to notify either the applicant nor the Sponsor of a rejection.

3. If an Application is submitted by fax or through the Internet via a Win Technologies replicating website an original Application does not have to be submitted unless requested by the company.

4. An Ambassador may be required to provide the Company with proof of residency.

D. Falsified Registration:

1. Submitting an Independent Ambassador registration and Agreement on behalf of an individual without that individual’s permission and bona fide signature is illegal and strictly prohibited as is submitting or encouraging someone to submit false or invalid information on a registration. A person who submits false information on their registration process or encourages someone to do so, will have his or her account terminated and will lose all rights to his or her Ambassador status. Criminal or civil legal consequences may result.

E. Confidentiality and Non Compete

1. Upon completing the registration process and signing an Ambassador Agreement, the Ambassador agrees to maintain confidentiality regarding any trade secrets, proprietary information and all information relating to the business, Ambassadors, products, services, or customers or suppliers of Win Technologies or its Ambassadors including mailing lists and other lists of Ambassadors (and) all information relating to the identity of and relationship between Win Technologies Ambassadors. Ambassadors must use their best efforts to keep such information confidential and must not disclose any such information to any third party, directly or indirectly.

2. Ambassadors agree to keep Win Technologies’ Confidential Information ‘secret and confidential’ and not use or attempt to use it directly or indirectly for their own advantage in a manner which may cause actual or potential loss to the company or to other Ambassadors. Ambassadors are also obliged to take reasonable precautions to maintain the integrity of the Confidential Information.

3. Ambassadors agree to keep Win Technologies’ Confidential Information ‘secret and confidential’ and not use or attempt to use it directly or indirectly for their own advantage. This information and technology is proprietary and property of the owner and cannot be used for profit in any way by any individual that views this information.

F. Identification Numbers:

1. A unique Ambassador Identification Number (ID) will be automatically issued upon enrollment. An Ambassador can choose an USERMANE to be used for enrolling other Ambassadors and ordering products/services.

G. Doing Business as an Entity (DBA):

1. Ambassadors may only operate their Ambassador Business using their personal name and may only use a registered business name or a corporate entity upon submission by the applicant/Ambassador and acceptance by the Company of a DBA Form simultaneous with or subsequent to the submission of the Independent Ambassador Application & Agreement under the individual’s name.

2. All DBA documents must be done within the same country of registration.

3. The Company reserves the right to suspend, without prior notification, any accounts that do not follow the proper DBA protocol, pending receipt of the proper documentation.

H. Ambassador Status Duration:

1. An Ambassador shall remain eligible to renew their Ambassador Status so long as he/she remains in compliance with the Company P&P and other rules and regulations.

I. Change in Sponsor or Placement:

1. Because of the need to maintain the integrity of Downline Organizations, after thirty (30) days Sponsor and/or Placement changes may not be feasible and generally will not be allowed. All Sponsor/Placement change requests after thirty (30) days require four (4) levels of active Upline approval and the Company has complete discretion to allow or disallow any proposed change. A fifty dollar ($50 USD) non-refundable fee is required with each Sponsor Change Request.

2. Sponsor corrections must be submitted in writing to our support email (subject: Change Sponsor Request) by the Sponsor on record, and must meet all of the following criteria: a) submitted within 3 business days of the enrollment date (no later than 30 days of enrollment) b) remain within the same line of sponsorship as the original Sponsor. Crossline changes will not be processed (unless an error on enrollment have occurred and can be verified) c) include a USD $50 non-refundable administrative fee per request, for updating the corporate records. If placement is affected, the request must meet all the placement correction criteria.

3. Sponsor Changes: Ambassadors wishing to change sponsors have the option of canceling their current Ambassador Business and remaining inactive for twelve (12) months before reapplying as a new Ambassador under the Sponsor of their choosing. The twelve months inactivity period begins upon receipt and acceptance by the Company of the canceling Ambassador’s signed letter of cancellation.

4. Upon acceptance by the Company, the new Sponsor or Placement of the transferred Ambassador becomes permanent.

5. Other sponsor or placement change requests that do not fall within the scope of the sponsor or placement corrections as described in sections 3 and 4 above must be accompanied by a non-refundable USD$100 review fee. This non-refundable fee will apply even if the request is ultimately denied. The Company will not consider any changes submitted more than four (4) weeks from the enrollment date.

6. All sponsor or placement changes are at the sole discretion and require the final approval of the Compliance Department, whose decision will take into account the overall good of the organization. All decisions are final.

J. Sale or Transfer of Ambassador Status:

1. Ambassador Business transfers are subject to a Right of First Refusal (“RFR”) to the Qualified Direct Upline.

2. If an Ambassador receives a Bona-Fide Offer to purchase his or her Ambassador Business, the Ambassador shall first offer to its Qualified Direct Upline on the same terms and conditions as those contained in the Offer. The Company shall convey the Offer by providing written notice of the same to the Ambassador’s Qualified Direct Upline. The Qualified Direct Upline shall have ten (10) business days in which to accept or reject such offer. If the Qualified Direct Upline accepts the offer, he or she must provide written notice to the Company upon acceptance.

3. If the Qualified Direct Upline fails to exercise his or her RFR within the time allotted, the Ambassador may transfer the Ambassador Business to a company approved third party according to the same terms and conditions contained in the Offer, provided, however, that the Ambassador complies with all other transferring procedures contained in this Section and as may be established from time to time by the Company.

4. 4. The RFR shall apply to each new offer received by the Ambassador.

  1. 5. The following circumstances are not subject to the RFR requirements in Section 4; however, each instance requires that a Statement of Beneficial Interest be filed with the Company. i.When the name of a Person who has a Beneficial Interest in the Ambassador Business is added (e.g., a wife adding her husband).
  2. ii.When the name of a Person who no longer has a Beneficial Interest in the Ambassador Business is removed (e.g., a minority Ambassador who is removed from a company; or a shareholder, not holding a controlling interest, sells his or her interest in a company.)
  3. iii.When the Ambassador is an individual and is transferring his or her ownership rights to a legal entity in which only that Ambassador has a Beneficial Interest (e.g., a husband and wife form a limited liability company to operate their Ambassador Business and are the only Ambassadors/managers).

 

 4. The RFR shall apply to each new offer received by the Ambassador.

5. The following circumstances are not subject to the RFR requirements in Section 4; however, each instance requires that a Statement of Beneficial Interest be filed with the Company.

     i. When the name of a Person who has a Beneficial Interest in the Ambassador Business is added (e.g., a wife adding her husband)

     ii. When the name of a Person who no longer has a Beneficial Interest in the Ambassador Business is removed (e.g., a minority Ambassador who is removed from a company; or a shareholder, not holding a controlling interest, sells his or her interest in a company.)

     iii. When the Ambassador is an individual and is transferring his or her ownership rights to a legal entity in which only that Ambassador has a Beneficial Interest (e.g., a husband and wife form a limited liability company to operate their Ambassador Business and are the only Ambassadors/managers).

6.  All transactions must maintain the integrity of the organizational genealogy.

7.  A USD$100 Sale/Transfer Fee will apply and must be submitted along with the signed Company Documents (Transfer Form, new Application & Agreement) signed by all applicable parties including the transferee, and any supporting documents requested by the Company.

8. Company approval of a proposed sale must be in writing. Until written approval is received,

9. the transferee or buyer is not authorized to conduct business under the Ambassador Business. Commissions will continue to be paid under the name of the original Ambassador until approvals are granted. Previously earned commissions under the Ambassador Business will not be reissued under the transferee or buyer’s name.

10. By reference, the terms on the Transfer Affidavit are incorporated herein and form part of this P&P.

11. The transferee cannot have any interest in another position or account whether individual or business entity within Win Technologies.

12.  The Company may terminate the Ambassador position if the seller/transferor does not meet any of the above requirements.

K. Processing Requirements:

1. The selling/transferring Ambassador must either provide or have on file a current Statement of Beneficial Interest for all Business Entities requesting the transfer.

2. Specific documentation available by request from the Company must be submitted in order to process a sale or transfer of Ambassador Business.

3. An application for a sale or transfer must be received by the Compliance Department at the Company by the 15th day of a month in order for the change to be effective for the given month. Any requests received after the 15th will be processed for the following month.

4. A one hundred dollar ($100 USD or equivalent local currency) fee will be assessed per each request.

L. Dissolution of Marriage, Business Partnership or Death:

1. Upon death or incapacity, the benefits of this Agreement shall inure to the Ambassador’s heirs or successors in interest and the obligations and benefits of the P&P shall be binding upon the respective successors, upon completion of a new Ambassador Application and Agreement.

2. In the event of a death, the designated beneficiary shall provide the Company with a certified copy of the final will and testament (or probate decision in absence of a will), if any, along with a certified copy of the Death Certificate.

3. Successors through the estate must submit an amended Ambassador Agreement. Upon notice of demise, the Company reserves the right to make payments to the estate of the deceased Ambassador. If the legal successor wishes to terminate the account, a written, signed statement of request to terminate must be submitted along with appropriate legal proof of death. If the legal successor to the Ambassador Business is already an existing Ambassador, the Contract will be assigned to the existing Ambassador and the Company will allow the multiple Ambassador status.

4. Beneficial Interest through inheritance; will be allowed, however, that the existing Ambassador does not already own another Ambassador Business through inheritance. If the existing Ambassador already owns another Ambassador Business through inheritance, the Company will allow multiple Beneficial interest through inheritance for up to six (6) months, by which time the existing Ambassador must have sold or otherwise transferred the existing or one of the inherited Ambassador Business.

5. Should a marriage, common-law union or business partnership dissolve, the parties must notify the Company in writing with details as to who will retain the Ambassador position. The notification must include the signatures of both parties.

6. Until said notification, commission/bonus payments will be payable in accordance with the current Ambassador Application & Agreement on file. Under no circumstances will the Company interfere in settlement disputes or split commission and bonus payments between divorcing spouses or Ambassadors of dissolving entities.

7. Once the dissolution is finalized, the second party may be entitled to enroll as a new Ambassador under the Sponsor of his or her choice upon submission of a completed Application & Agreement, if he or she remains in good standing with the company.

8. Marriage: If two Ambassadors marry, they may keep their Ambassador Businesses separate.

M. Beneficiaries:

In the event of an extended probate, the legal Ambassadors of the deceased Ambassador should contact the Company to discuss how to process. In the absence of any instructions, all communications and payments will be made in accordance with the original Application.

N. Sponsoring Rights and Responsibilities:

1. The Sponsor is the person who introduces an Ambassador or Customer to Win Technologies, helps them complete their enrollment, and supports and trains those in their Downline.

3. Win Technologies recognizes that each new prospect has the right to ultimately choose his or her own Sponsor but Win Technologies will not allow Ambassadors to engage in unethical sponsoring activities as set forth in Section 13.7.

4. All active Ambassadors in good standing have the right to Sponsor and enroll others into Win Technologies. While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one Ambassador will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first Ambassador who presented a comprehensive introduction to Win Technologies business opportunity.

5. A Protected Prospect is a guest of any Win Technologies Ambassador who attended a Win Technologies event or conference call or webinar. For 60 days following the event, a Protected Prospect cannot be solicited or sponsored by any other Ambassador who attended the same event. A Win Technologies event can be defined as the following:

i. Any Win Technologies training session;

ii. Conference call;

iii. Fly-in meeting; or

iv. Presentation, including but not limited to a Win Technologies webinar presentation, whether sponsored by Win Technologies, an Ambassador, or an agent or agency designated by Win Technologies.

7. Speakers – Any Ambassador who speaks at a Win Technologies event, whether corporate sponsored or Ambassador sponsored, is not eligible to become the Sponsor of any guest attending the event for a period of 12 months following the event, unless the speaker personally invited the guest.

8. Ambassadors have the right to sponsor others within authorized countries and territories only. Win Technologies will determine and announce which countries and territories are authorized for Win Technologies business activity.

9. Sponsors must fulfill the obligation of performing a bona fide supervisory and training functions in the marketing of products and program benefits.

10. Sponsors must not make exaggerated claims of financial rewards during marketing presentation. The displaying of commission/bonus payments is considered an income claim and is prohibited.

11. At all times Sponsors must emphasize that success in the Company’s marketing program will vary from Ambassador to Ambassador and will depend on personal efforts, including, but not limited to skill and time invested in developing the business. Ambassadors are compensated solely for the sale of products sold by them and their downline organization. The mere act of sponsoring a new Ambassador does not generate any compensation whatsoever.

12. The ultimate purpose of the Win Technologies business is the sale of products to end consumers; this must be emphasized in all opportunity presentations.

13. Sponsors will refrain from mentioning competitor brands in a negative, disparaging or otherwise illegal manner, or to evaluate companies negatively or disparagingly.

G. Unethical Sponsoring

1. Unethical sponsoring activities include, but are not limited to, enticing, bidding or engaging in unhealthy competition in trying to acquire a prospect or new Ambassador from another Ambassador or influencing another Ambassador to transfer to a different Sponsor.

2. Allegations of unethical sponsoring must be reported in writing to the Compliance Department. If the reports are substantiated according to the Win Technologies Policies and Procedures, Win Technologies may transfer the Ambassador and their enrollment downline to the correct Sponsor, Placement or organization without approval from the current Upteam Sponsor or Placement Ambassadors. The offending Ambassador shall be subject to sanctions including possible termination. Win Technologies Compliance Department remains the final authority in such cases.

H. Cross Sponsoring Prohibition

1. “Cross sponsoring” is defined as the enrollment into a different line of sponsorship of an individual, or business entity that already has a signed Ambassador Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Win Technologies, sanctions up to and including termination of an Ambassador’s membership may be imposed.

2. The use of a Spouse’s or relative’s name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or circumvent this policy is strictly prohibited.

3. This policy does not prohibit the transfer of a Win Technologies business in accordance with Win Technologies Sale or Transfer policy set forth in section J.

R. Solicitation for Other Companies or Products

1. A Win Technologies Ambassador may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities unless they are in direct competition with Win Technologies. However, during the term of this Agreement, an Ambassador may not recruit any Win Technologies Ambassador for any other direct sales or network marketing business, unless that Ambassador was personally sponsored by such Ambassador. This also applies if a Win Technologies Ambassador or Customer approaches you.

2. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly, indirectly or through a third party), another Ambassador to enroll or participate in any direct sales or network marketing opportunity. This conduct represents recruiting even if the Ambassador’s actions are in response to an inquiry made by another Ambassador.

3. An Ambassador must not sell, or entice others to sell, any competing products or services, including training materials, to Win Technologies Ambassadors. This provision does not apply where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor’s offices, clinics, health clubs, spas and beauty salons). However, an Ambassador may sell non-competing products or services to Win Technologies Ambassadors that they personally sponsored.

4. An Ambassador may not display or bundle Win Technologies products or services, in sales literature, on a Web site or in sales meetings, with any other products or services to avoid confusing or misleading a prospective Ambassador into believing there is a relationship between the Win Technologies and non Win Technologies products and services.

5. An Ambassador may not offer any non-Win Technologies opportunity, products or services at any Win Technologies related meeting, seminar or convention.

6. As a condition of participating in the Win Technologies opportunity and in consideration of receipt of commissions and the information obtain while in Win Technologies, a former Ambassador may not recruit any Win Technologies Ambassador for another direct selling, multilevel, network marketing, or relationship marketing company for a period of twelve (6) months following the termination, expiration, or cancellation of the Ambassador position

7. A violation of any of the provisions in this Section shall constitute unreasonable and unwarranted contractual interference between Win Technologies and its Ambassadors and would inflict irreparable harm on Win Technologies. In such event, Win Technologies may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Ambassador or such Ambassador’s distributorships, or seek immediate injunctive relief without the necessity of posting a bond. unwarranted contractual interference between Win Technologies and its Ambassadors and would inflict irreparable harm on Win Technologies.

S. International Ambassador Status:

1. Ambassadors shall only conduct business in countries where the Company officially announces that is authorized to conduct business. This includes prospecting, lead generation and sales of product. In addition, due to differing requirements in compliance from country to country, product/service originating from one country may ONLY be sold or delivered within that country. In order to protect the integrity of the Company as well as the organization, violations of this policy will not be tolerated.

2. Legal requirements for conducting business differ for each country, so Ambassadors should not assume that Ambassador Status requirements are the same worldwide. Ambassadors interested in participating in other international Win Technologies ventures should contact their corporate office to obtain instructions.

T. New Market Development:

1. Ambassadors may not individually import, export or distribute products/services or business building tools in any country.

2. The Company has the sole responsibility of contacting and coordinating with government or legal agencies for initiating the approval process to introduce Win Technologies products to any country. Notwithstanding the Ambassador’s enthusiasm and good intentions, circumvention of this policy could have harmful effects on the Company’s ability to conduct business. Therefore, attempts to market in countries outside of the Win Technologies official list of open countries will result in sanctions up to and including immediate termination of the Ambassador’s status.

3. Ambassadors understand that conducting any pre-launch activity in countries not officially open for Win Technologies business is against Company policy and may be illegal in some countries.

4. Violators of this policy shall be subject to the laws governing that country, termination of their Ambassador Status and subject to civil and/or criminal prosecution to recuperate any damages to the Company.

U. Orphans:

1. Orders will not be accepted from anyone who does not have an Ambassador Sponsor.

2. If the Company receives inquiries from the public about its products/services and opportunity, it will attempt to ascertain whether contact resulted from an Ambassador‘s sponsoring efforts and if so, the inquiring party will be referred to that Ambassador. Other prospects, who have simply heard of the company without any discoverable contact with an Ambassador, will be referred to an Active Ambassador pursuant to the Company’s lead distribution policy.

V. Yearly Account Activation Fee:

1. An automatic Annual Ambassador Business/Replicated Website/Web Hosting Fee will apply on the Ambassador’s anniversary date.

W. Voluntary Cancellation:

1. Ambassadors may cancel their Ambassador Business status at any time with a signed and dated letter indicating their intent to discontinue their Status.

2. Any Downline organization affected by the resignation will remain under the Ambassador’s Sponsor organization. Unilevel volume compression will apply in accordance to the Compensation Plan.

3. Once an account has been cancelled, the former Ambassador may not re-apply for Ambassador Status, whether as an individual or part of an entity, twelve (12) months from the date of cancellation, provided he or she was in good standing at the time of voluntary cancellation.

4. Cancelled accounts will not be reinstated to their original placement position or rank under any circumstance.

X. Involuntary Termination:

1. The Company may terminate an Ambassador, at its sole discretion, if any provision of the Agreement, including any amendments that may be made by the Company, is violated.

2. In the event of an Ambassador termination, the following procedures will be followed:

a. If cause exists for termination, the Company will inform the Ambassador by Email at the latest address listed with the Company for the Ambassador that his/her Ambassador status is immediately terminated. The Ambassador will have ten days from the receipt of email to appeal the termination in writing. Unless the Ambassador replies to the Company within this time period, the termination will be deemed final.

b. Upon timely appeal of the termination, the Company will review the matter and determine the appropriate action, and the decision of the Company will be final.

c. If an Ambassador resigns or is terminated, they will not be entitled to any compensation from the Company. In cases where a termination is disputed, the Company may, at its option, hold all past, current and future monies in a reserve fund until the dispute is settled.

d. Any Downline organization affected by the termination will remain under the Ambassador’s Sponsor organization. Unilevel volume compression will apply in accordance to the Compensation Plan.

e. Cancellation shall become effective on the date on which written notice is mailed, faxed or emailed to the Ambassador’s last known address (physical or electronic), or when the Ambassador receives actual notice of cancellation, whichever occurs first.

Section 2: Compensation

The Win Technologies Compensation Plan is based on a Social Network system of person-to-person referral to use WIN Mobil App services and direct sales of products to end consumers. Ambassadors are compensated for the volume of services completed or products sold and distributed through their Social Network organizations. Commissions are paid to Ambassadors who qualify pursuant to the Rewards Plan and who are in compliance with the Contract. An Ambassador does not receive compensation for sponsoring or recruiting other Ambassadors. By reference, the Win Technologies Compensation Plan is incorporated into this P&P.

Section 3: Advertising

Win Technologies encourages Ambassadors to advertise and promote the company’s products and services. However, it is critically important that all Ambassadors comply with the advertising guidelines contained in these Policies and Procedures. All and any testimonies or claims must also comply with these Policies and Procedures. Failure to comply could result in damage to the reputation and goodwill of Win Technologies and its products and could result in legal action. In order to protect Win Technologies and its Ambassadors, Win Technologies reserves the right to suspend and/or terminate Ambassadors who are in violation of these advertising guidelines.

No claims as to benefits of Win Technologies products/services may be made except those approved by Win Technologies in writing or as contained in the official Win Technologies literature, produced and distributed by Win Technologies.

Trademarks, Logos, Names and Copyrights:

1. Ambassadors may not use Win Technologies trademarks, logos, name or trade names or any distinctive phrases used by Win Technologies in its business except as stated in these Policies and Procedures.

Ambassadors who make authorized use of Win Technologies’ trademarks, logos, names or trade names must clearly indicate the term “Independent Sales Ambassador” and it must be placed directly under the logo or trademark used. Ambassadors may not use Win Technologies trademarks or names in the domain names or subdomain names of Web site addresses or within electronic address/emails or use within your Win Technologies Ambassador Account name.

2. The Ambassador agrees to immediately re-assign to the Company any registration of the Company names, trade names, trademarks, or Internet domain names registered or reserved in violation of this policy. The provisions of this Section survive the termination of the Contract.

3. Ambassadors may not produce for sale or distribution any recorded company events and speeches without written permission from Win Technologies nor may Ambassadors reproduce for sale or for personal use any recording of company-produced audio or video presentations.

B. Literature, Sales Aids, Television and Radio:

1. To promote both the products/services and the opportunity Win Technologies offers, Ambassadors are encouraged to use only the sales aids and support materials produced by Win Technologies. Sales aids and support materials include but are not limited to: DVD, product brochures, videos, audios, reference books, health booklets and product catalogues (both digital and in print). The rationale behind this requirement is simple; Win Technologies has carefully designed its products, product labels, Compensation Plan and promotional materials to ensure that each aspect of Win Technologies is fair, truthful, substantiated and complex with the vast and complex legal requirements of federal, state and provincial laws. No Ambassador may independently design sales aids and support materials that uses the name, logos, or product descriptions of the Company or otherwise promotes (directly or indirectly) Win Technologies products or the Win Technologies opportunity, without first submitting the sales aids and support materials to compliance for official approval.

2. Ambassadors may place generic classified business opportunity advertisements such as those intended for print media (i.e. local newspapers and magazines) or for classified online ads such as Craigslist or Kijiji, provided the advertisement conforms to all applicable laws and regulations and does not in any way utilize any of the Company brand, images or trade names.

3. Mass-media marketing is not authorized and any requests for such projects will be denied. Examples of this type of marketing include radio and television appearances or infomercials, commercials or billboards.

4. An Ambassador may only use a celebrity endorsement with written approval from the Company and the specific prior written approval of the endorsing celebrity for each use of the celebrity’s name.

5. Win Technologies requires a minimum of three business days to approve any requests. Unless the Ambassador receives a written approval to use said advertising piece, the request shall be deemed denied.

6. The Company retains the right, at its sole discretion, to request the immediate removal of any and all non-compliant or offensive material used by Ambassadors to promote the Company’s products or opportunity.

C. Media Inquiries:

1. In order to ensure accuracy and consistency in the information given to Ambassadors of the media, Ambassadors receiving any inquiry regarding Win Technologies, its products, employees or marketing programs must immediately refer the inquiring parties to Win Technologies’ Head Office through our Compliance Department. Personal appearances made by Win Technologies Ambassadors on television or radio to represent Win Technologies products or services are prohibited without the prior written approval of Win Technologies’ Compliance Department.

D. Telephone/Telemarketing:

1. Win Technologies prohibits Ambassadors from answering or identifying themselves on the telephone in any manner that would make callers believe they have reached the corporate offices of Win Technologies. Ambassadors should therefore refrain from using Win Technologies’ name in answering the phone by saying “Win Technologies” or “this is (name) with Win Technologies”. This also applies to telephone listings and recorded messages. The approved telephone listing for all telephone publications is “Win Technologies Independent Ambassador (name)”.

2. Ambassadors must not engage in telemarketing relative to the operation of their Win Technologies businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Win Technologies product, or to recruit them for the Win Technologies opportunity. “Cold Calls” made to prospective Customers or Ambassadors that promote either Win Technologies’ products of the Win Technologies opportunity constitute telemarketing and are prohibited.

F. Trade Shows, Fairs, Flea Markets:

1. Each Ambassador is responsible for contacting the appropriate local authorities regarding any required sales licenses, permits or forms related to participation in an event such as a trade show, fair or exhibition (an “Event”). If a license, permit or special form is required, a copy must be sent to Win Technologies for its permanent records.

2. You must receive prior permission from Win Technologies before setting up an exhibit at any Event. Your request to attend a specific event must be sent in writing to the Compliance Department. When permission is granted, it is granted for the specific Event only. Permission does not carry over to the same Event on another date or at another place. Win Technologies grants permissions for only one Ambassador to display Win Technologies products at each Event. If two Ambassadors apply for permission to represent Win Technologies at any given Event, preliminary permission will be granted to each Ambassador. Final approval will be given to the first Ambassador who provides Win Technologies with a copy of the booth space contract showing proof of payment for such Event. Ambassadors are encouraged to cooperate with each other for such Events, but Win Technologies remains the final authority on approval of attendance at Events where Win Technologies products are represented or displayed.

3. An Ambassador may promote Products and services at bazaars, flea markets, fairs, swap meets or other similar gatherings, utilizing company supplied or approved marketing materials.

G. Internet Marketing & Advertising:

1. Subject to the provisions herein, Ambassadors may use a Company provided website commonly referred to as a ‘replicated website’, to sell products and promote the business opportunity over the Internet. No Ambassador may independently design a website that uses the name, logos, or product descriptions of the Company or otherwise promotes (directly or indirectly) Win Technologies products or the Win Technologies opportunity, without first submitting the website to compliance for official approval.

2. Ambassadors may create a link to their personal Win Technologies site from a compliant independent Website and may redirect existing URLs to their Win Technologies Internet address.

3. When selecting terms for use in domain names, you may not include Win Technologies, names of corporate executives and advisers, or any term that may be a derivative of or confusingly similar to the Win Technologies trademark. You additionally may not use a term that suggests an income, claim.

4. Win Technologies maintains the right to request the removal of any advertising or title if it conflicts with the corporate brand and interests.

I.Social Networking/Media Sites:

1. Ambassadors are encouraged to use company provided images and messages from the Company Social Sharing System on their personal social networking sites such as “Facebook”, “Twitter”, “YouTube”, “Google Video”, “WordPress”, “Blogger”, etc. (collectively, “Social Media Sites”). Any Ambassador created images or messages must comply with the current policies and procedures and ensure that the following conditions are met:

a. All text, audio and video postings may not contain income claims. For information, Ambassadors may refer viewers to their Win Technologies replicated Company Website. All postings must adhere to the company’s code of ethics and are subject to this entire contract.

b. Links to Company videos may be posted to Social Media Sites but may not be repurposed or altered and must be in their original, untouched state and may not be used in conjunction with non-company produced videos.

c. Ambassadors may not advertise or promote their own replicated websites or links to their own other websites on any official Company social networking website, profile, blog, etc.

d. The Company will monitor the Social Media Sites for compliance with the Policies and Procedures and the Ambassador agrees to immediately remove or modify the Social Media sites or posts upon the Company’s request.

e. Upon termination of the Contract, any social media pages created with the sole intent of networking the Win Technologies business and/or products must be removed or signed over to Win Technologies for proper dissemination of the group or page.

2. While you are encouraged to share Win Technologies in your Social Media Sites, you may not use Win Technologies or a confusingly similar name as your account name, group name, page name, discussion name, or other social networking presence, and may not use the Win Technologies logo, or a Win Technologies product picture as your profile picture. Win Technologies maintains its own social networking profiles that permit our Ambassadors to join pages created by Win Technologies to communicate with the Win Technologies community.

3. If you use a Social Media Site to market Win Technologies, you must identify yourself as an “Independent Ambassador” and not represent yourself as an official representative or employee of Win Technologies.

Section 4: Corrective Action and Appeal Process

A. Termination:

1. An Ambassador may terminate the Contract by failing to renew on the annual anniversary of the acceptance of his or her Ambassador Agreement or by submitting to the Company in writing a request to terminate.

2. The Company may terminate the Contract if the Ambassador violates the terms of the Contract and any amendments thereto.

3. Upon termination, the Company may in its sole discretion dissolve the Ambassador Business and the downline would roll up to the placement sponsor.

C. Resolution of Disputes:

1. You should attempt to resolve any grievance or complaint against another Ambassador by first seeking resolution advice from your upline.

D. Corrective Action Procedure:

1. Allegations of a violation of a Policy (hereinafter referred to as “Issue”) may be brought against an Ambassador of the Company by any of the following as an “Initiator” of the procedure:

a. an employee of the Company, an Ambassador of the Company, and/or any third person who has been affected by the conduct of an Ambassador or by the Company on its own notion. The complaint may be reported by writing to Win Technologiescompliance@gmail.com. The complaint will be filed with the Compliance Officer.

2. All references in this P&P to the “Compliance Officer” shall refer to the officer or employee holding that title or their designee.

3. The Compliance Officer may determine from the complaint, or other evidence pertaining to the Issue, that it does not constitute a violation of any Policy of the Company. The Initiator will be sent a reply to this effect, and no other process shall ensue.

4. The Compliance Officer may determine that the allegations are credible and do not warrant an investigation, in which case a Warning notice will be sent to the violating Ambassador directing them to cease the current activity. The Warning will include an agreement that the Ambassador must sign and return within a specified time frame for follow up.

5. If the Compliance Officer determines that the allegations are credible, the Officer has the right to investigate. Once the investigation is completed, a response will be forwarded to the Ambassador who has allegedly violated the Policy set forth in the Complaint. The complaint letter allows the Respondent to provide details of the “Issue”, and to clarify the facts. Upon receipt, the Compliance Officer shall review the Ambassador’s reply. If it is determined that appropriate measures have been taken to correct the Issue, the Officer will close the file. However, if the violation has not been rectified, disciplinary actions will be imposed, including termination of the Ambassador Agreement.

6. The Officer may impose any one or a combination of the following sanctions:

a. A Written Warning clarifying the meaning and application of a specific policy in the P&P and advising that a continued breach will result in further sanctions including suspension, inactivation or termination.

b. Suspension, inactivation or termination of the Independent Ambassador.

c. Any and all remedies available by law.

E. Effect of Termination:

Upon termination, whether voluntary or Company-initiated, you shall have no right, title, claim or compensation derived from the sales of products or services in your downline organization.

You:

1. Shall not refer to yourself as an Independent Ambassador.

2. Shall not have the right to sell the Company’s products.

3. Must discontinue using any materials bearing any Company logo, trademark or service mark.

4. Shall not continue to communicate with the Company except as required to perfect and pursue an appeal of the termination or to request reinstatement pursuant these Policies and Procedures.

5. Shall not work for, work with, or otherwise assist or be utilized in any capacity by Win Technologies Independent Ambassador in the operation of their business. This includes, but is not limited to, performing any functions in sales, support, promotions or in conducting meetings of any nature related to any Win Technologies business.

F. Arbitration and Governing Laws

1. The Ambassador Application & Agreement is governed by the laws the Company operates in. Any dispute or claim or other differences between the Independent Ambassador, its owners, officers, employees, agents and/or partners on the one hand, and the Company, its owners, officers, employees and/or agents on the other hand arising out of or relating to the Ambassador Application & Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance to the arbitration laws of the courts specified in this section. The tribunal will consist of three arbitrators. The place of the arbitration will be in those areas listed as courts under this section. The governing law in the proceeding will be the one of the situs of the contract. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.

2. The courts of jurisdiction for the agreement shall be as follows:

A. The Judicial District of Orlando, Florida. All Ambassadors shall have the right to use these courts.

B. The Federal court districts servicing Palm Beach and Martin counties in Florida. This court is available to Canadian and American Ambassadors.

C. The judicial district of Lima, Peru. All Ambassadors shall have the right to use these courts.

G. Waiver:

THE COMPANY NEVER RELINQUISHES 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. IN ADDITION, IF THE COMPANY GIVES PERMISSION FOR A BREACH OF THE RULES, FOR ANY REASON, AT ANYTIME, THAT PERMISSION DOES NOT EXTEND TO FUTURE BREACHES. THIS PROVISION DEALS WITH THE CONCEPT OF “WAIVER”, AND THE PARTIES AGREE THAT THE COMPANY DOES NOT WAIVE ANY OF ITS RIGHTS UNDER ANY CIRCUMSTANCES SHORT OF THE WRITTEN CONFIRMATION ALLUDED TO ABOVE.

H. Payment Processing Disputes

Payment processing disputes (i.e.: credit cards) shall be settled in the city, estate and country pursuant to the laws thereof.

Contact:

WIN TECHNOLOGIES INC. S.A.

JR. PATAZ 1253, II ETAPA DE COVIDA -LOS OLIVOS,

LIMA PERU