Vantel Pearls® International, Inc.

Demonstrator Agreement

Vantel Pearls® International, Inc. 46 Eastman Street, South Easton, MA 02375 Tel. 508.698.2220

Policies  &  Procedures   (November 1, 2011) 1.

Policies & Procedures and Compensation Plan Incorporated into Demonstrator Agreement; Amendments. These Policies and Procedures, in their present form and as amended at the sole discretion of Vantel International/Pearls in the Oyster, Inc. (hereafter “Vantel Pearls” or the “Company”), are incorporated into the Vantel Pearls Independent Demonstrator Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Vantel Pearls Demonstrator Agreement, Policies and Procedures, and the Vantel Pearls Compensation Plan. The Company reserves the right to amend the Agreement at its discretion. All written notices required by this Agreement will be deemed received by me if delivered to my most current address on file with Vantel Pearls.


Policies and Provisions Severable. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible.


Term and Renewal of Your Vantel Pearls Business. Your Vantel Pearls business shall remain in effect so long as you remain in compliance with the terms of the Agreement and meet the requirements of the Vantel Pearls Compensation Plan or until you voluntarily cancel your Vantel Pearls Agreement. You may cancel this Agreement at any time, and for any reason, upon written notice to Vantel Pearls at its principal business address.


Contact information. All written notices required by this Agreement will be deemed received by me if delivered to my most current address on file with Vantel Pearls. Demonstrators are responsible for keeping their contact information accurate and up to date within 48 hours of a change. Log into OllieNet and click “Edit Information” (located under the Information link) to make changes to your name, address, phone number, e-mail address, and credit card information. Timely, efficient and clear communication is essential for your success and ours. Demonstrators are responsible for staying informed and clear about Vantel Pearls programs, policies and procedures. Demonstrators are requested to respond to inquiries from Vantel Pearls within a minimum of two business days.


General Conduct. Demonstrators shall safeguard and promote the good reputation of Vantel Pearls and its products, and must avoid all deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Demonstrators shall not engage in any conduct that may damage the Company’s goodwill or reputation. Deceptive conduct is always prohibited. Demonstrators must ensure that their statements are truthful, fair, accurate, and are not misleading. Demonstrators may not represent or imply that any state or federal government official, agency, or body has approved or endorses Vantel Pearls, its program, or products.


Adherence to the Vantel Pearls Marketing Plan. As a Vantel Pearls Demonstrator, you are obligated to market and promote your Vantel Pearls business only as set forth by official Vantel Pearls literature and in a manner consistent with Vantel Pearls policies. You may not offer the Vantel Pearls Opportunity through, or in conjunction with, any other sales, marketing, or promotional system, program or offering.


Independent Vantel Pearls Demonstrator Logo / Identity. If you use a Vantel Pearls logo in any communication, you must use the Independent Demonstrator version of the Vantel Pearls logo. The Independent Demonstrator logo is available for download in your Demonstrator Back-Office at, in Demonstrator Tools. Using any other Vantel Pearls logo requires written approval from the Company.


Trademarks and Copyrights. The names Vantel Pearls™ and Vantel Pearls in the Oyster™ are trademarks of Vantel Pearls, are of great value to the Company, and are supplied to you for your use only in an authorized manner. Use of the Vantel Pearls name on any item not produced or authorized by the Company is prohibited.


You may not use Vantel Pearls trade names, trademarks, designs, images or symbols without prior written permission, except as outlined in this section. Video or audio recordings of company events, training and/or speeches are also copyrighted and may not be distributed without written permission. CONFIDENTIAL


Vantel Pearls® International, Inc.

Demonstrator Agreement

10. As a Demonstrator, you may use the Vantel Pearls name in the following manner: Demonstrator’s Name, Independent Vantel Pearls™ Demonstrator/Leader/Director. For example: Ann Smith Independent Vantel Pearls™ Demonstrator 11. You are not allowed to use the name Vantel Pearls in any form in your team name, tagline, an external website name, your personal website address or extension, in an e-mail address, as a personal name, as a nickname or as a social networking profile, page or group name. Additionally, only use the phrase Independent Vantel Pearls Demonstrator/Leader/Director in your phone greeting or on your answering machine to clearly separate your Vantel Pearls business from Vantel Pearls, Inc. For example, you may not secure the domain name; nor may you create an email address such as [email protected]. There are numerous words, images, phrases, taglines and/or ideas developed or coined within the Vantel Pearls community, and used by Demonstrators to promote Vantel Pearls, their Vantel Pearls business, or their Vantel Pearls team. No Demonstrator may claim the exclusive right to use such words, images, phrases, taglines or ideas that are in the Vantel Pearls community domain for use by all Vantel Pearls Demonstrators. Therefore, you are not allowed to claim ownership of any such words, images, phrases, taglines, names or phrases, and agree that you will not seek to register any such words, images, phrases, taglines, names or phrases as a trademark, copyright, or domain name. If you do, you agree to assign any such trademark application or registration, or copyright or domain registration to Vantel Pearls upon demand. By entering into the Demonstrator Agreement and/or renewing your Demonstrator Agreement, you hereby assign any rights that you may have to or in any such intellectual property to Vantel Pearls and you further agree that Vantel Pearls may, at its discretion, seek to register any such words, images, phrases, taglines, names or phrases as trademarks, copyrights, or domain names, as the case may be. 12. Advertising Templates and Approval. You may only advertise or promote your Vantel Pearls business using approved marketing systems, sales tools, templates or images acquired through Vantel Pearls. No approval is necessary to use these approved tools. If you wish to design your own online or offline marketing materials of any kind, your designs must be submitted to the Vantel Pearls Sales Department ([email protected]) for consideration and inclusion in the template/image library. Unless you receive specific written approval from Vantel Pearls to use such tools, the request shall be deemed denied. Vantel Pearls further reserves the right to rescind approval of any sales tools, and Demonstrators waive all claims for damages or remuneration arising from or relating to such rescission. 13. International Sales. You are only allowed to sell Vantel Pearls jewelry products or offer the Vantel Pearls Opportunity within the United States, U.S. Territories, and on United States military bases (APO, FPO mailing/shipping addresses). 14. Media and Media Inquiries. If a member of the press or media, including bloggers with 1,000 or more unique visitors per month, contacts you about Vantel Pearls or your Vantel Pearls business, you must contact Vantel Pearls ([email protected]) before you respond or disclose any information. If Vantel Pearls requests that you not respond to such press or media inquiry, or requests that you refer the press or media contact to the Company to respond, you agree that you will comply with such requests. Additionally, you are not allowed to proactively contact the media or distribute any form of press release that includes information about Vantel Pearls, its products or the Opportunity without prior written approval from Vantel Pearls. 15. Approved Demonstrator Websites. The term Replicated Website refers to the external-facing Demonstrator website provided to Demonstrators by Vantel Pearls. Vantel Pearls does not allow websites developed on non-Vantel Pearls servers, unapproved banner ads, adSense, or similar programs. 16. Online Sponsoring. When sponsoring a new Demonstrator through the online enrollment process, the Sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online application and Demonstrator Agreement, Vantel Pearls’ Policies and Procedures, and the Vantel Pearls Compensation Plan. The Sponsor may not fill out the online application and agreement on behalf of the applicant or agree to these materials on behalf of the applicant. 17. Online Advertising, Marketing and Promotion. It is your obligation to ensure your online marketing activities are truthful, are not deceptive and do not mislead customers or potential Demonstrators in any way. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will not be allowed. This may include spam linking (or blog spam), unethical search engine optimization (SEO) tactics, misleading click-through ads (i.e. having the display URL of a PPC campaign appear to resolve to an official Vantel Pearls Corporate Site when it goes elsewhere), unapproved banner ads, and unauthorized press releases. Vantel Pearls will be the sole determinant of truthfulness and whether specific activities are misleading or deceptive.



Vantel Pearls® International, Inc.

Demonstrator Agreement

18. Vantel Pearls Replicated Websites. When you sign up as a Vantel Pearls Demonstrator you receive a three month subscription for a Vantel Pearls Replicated Website to facilitate the easiest online buying experience for your customers. Details associated with fees for the replicated website and other optional sales tools available to Vantel Demonstrators are outlined in the Demonstrator Guidelines. Your Vantel Pearls Replicated Website URL is: You are solely responsible and liable for the content that you add to your Vantel Pearls Replicated website and must regularly review the content to ensure it is accurate and relevant. You may not alter the branding of your Replicated Website. Specifically, you may not alter the look (placement, sizing etc.) or functionality of the following: 1. The Vantel Pearls Logo 2. Your Name 19. Websites Must Exclusively Promote Vantel Pearls. Your Vantel Pearls Replicated website must contain content and information that is exclusive to Vantel Pearls. You may not advertise other products or services other than the Vantel Pearls product line and the Vantel Pearls Opportunity. For example, you cannot create an Internet jewelry store where brands other than Vantel Pearls are offered. Because your Replicated Website resides on the domain, Vantel Pearls reserves the right to receive analytics and information regarding the usage of your website. Although Vantel Pearls brand themes and images are desirable for consistency, anyone landing on your page needs to clearly understand that they are at an Independent Demonstrator site, and not a Vantel Pearls Corporate page. 20. Domain Names, email Addresses and Online Aliases. You are not allowed to use or register Vantel Pearls or any of Vantel Pearls’ trademarks, product names, or any derivatives, for any Internet domain name, email address, or online aliases. Additionally, you cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of Vantel Pearls. Examples of the improper use of Vantel Pearls are: [email protected];;;, or Vantel Pearls showing up as the sender of an email. 21. Vantel Pearls Hotlinks. When directing readers to your Vantel Pearls Replicated site it must be evident from a combination of the link, and the surrounding context, to a reasonable reader that the link will be resolving to the site of an Independent Vantel Pearls Demonstrator. Attempts to mislead web traffic into believing they are going to a Vantel Pearls corporate site, when in fact they land at a Demonstrator site will not be allowed. The determination as to what is misleading or what constitutes a reasonable reader will be at Vantel Pearls sole discretion. Blogs, created by you or others, that are developed primarily for other purposes that mention Vantel Pearls and direct traffic to your web site need to be registered. 22. Social Networking Sites (Facebook / Twitter / LinkedIn, etc.). You may use social networking sites (Facebook, Twitter, LinkedIn, blogs, forums and other social shared interest sites) to share information about the Vantel Pearls Business Opportunity and for prospecting and sponsoring; however, these sites may not be used to sell or offer to sell specific Vantel Pearls products. Profiles you generate in any social community where you mention or discuss Vantel Pearls must clearly identify you as an Independent Vantel Pearls Demonstrator, and display your photograph. When you participate in those communities you must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, or discriminatory activities. The determination of what is inappropriate is at Vantel Pearls' sole discretion, and offending Demonstrators will be subject to termination. Banner ads and images used on these sites must be current and must come from the Vantel Pearls approved library. If a link is provided, it must link to your Replicated Website. 23. Digital Media Submissions (YouTube, iTunes, PhotoBucket Flickr, etc.). You may upload, submit or publish any Vantel Pearls-related video, audio or photo content that you develop and create as long as it aligns with Vantel Pearls values, contributes to the Vantel Pearls community greater good and is in compliance with Vantel Pearls Policies and Procedures. These submissions must clearly identify you as an Independent Vantel Pearls Demonstrator (either in the content itself and / or in the content description tag), must comply with all copyright / legal requirements, and must state that you are solely responsible for this content and not Vantel Pearls, Inc. You may not upload, submit or publish any content (video, audio, presentations or any computer files) received from Vantel Pearls, Inc. or captured at official Vantel Pearls events or in buildings owned or operated by Vantel Pearls, Inc. without prior written permission. 24. Online Classifieds. You may not use online classifieds (including Craigslist) to list, sell or retail specific Vantel Pearls products or product bundles. 25. eBay / Online Auctions. You may not list or sell Vantel Pearls products on eBay or other online auctions, nor may you enlist or knowingly allow a third party (customer) to sell Vantel Pearls products on eBay. CONFIDENTIAL


Vantel Pearls® International, Inc.

Demonstrator Agreement

26. Online Retailing. You may not list or sell Vantel Pearls products on any online retail store or e-commerce site other than your Vantel Pearls Replicated Website, nor may you enlist or knowingly allow a third party (customer) to sell Vantel Pearls products on any online retail store or e-commerce site. 27. Banner Advertising. You may place banner advertisements on a website provided you use Vantel Pearls-approved templates and images. All banner advertisements must link only to your Replicated Website. You may not use blind ads or web pages that make product or income claims that are ultimately associated with Vantel Pearls products or the Vantel Pearls Opportunity in any way. 28. Unsolicited Email Spamming / Mass E-mailing. You are not allowed to transmit mass, unsolicited emails to promote Vantel Pearls, its products or the Vantel Pearls Opportunity to people who you do not know, or who have not given you permission to contact them. People who are “opt in” subscribers, who have initiated a request to be included in bulk emailing, newsletter or other standardized communications from you are allowed. 29. Spam Linking. Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments you make on blogs, forums, guest books etc. must be unique, informative and relevant. 30. Commerce Outlets and Trade Shows. You are not allowed to offer Vantel Pearls for sale in any permanent retail business establishment. A promotional display may be exhibited for the generation of leads or the collection of orders in conjunction with a Vantel Pearls Event. 31. Retail Outlets and Service Establishments. Vantel Pearls strongly encourages the retailing and selling of its products through person-to-person contact. In an effort to reinforce this method of selling and to help provide a standard of fairness for all Demonstrators, Demonstrators must obtain prior written approval from Vantel Pearls prior to promoting Vantel Pearls products in service-related establishments. A service-related establishment is one whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment. Vantel Pearls reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products. 32. Income Claims. When presenting or discussing the Vantel Pearls opportunity or Compensation Plan to a prospective Demonstrator, Demonstrators may not make inflated or exaggerated income projections, income claims, or income testimonials. 33. Limitations on Demonstrator and Household Businesses. Demonstrators may own, operate, control, or have an interest in, only one Vantel Pearls business. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home. There may be no more than two Vantel Pearls businesses per household. A “household” includes spouses and dependent family members residing in the same home as well as dependent student family members living away from the home while in school. If there are two Vantel Pearls businesses in the household, the first business to enroll is designated the “Senior Business,” and the second business to enroll is designated the “Junior Business,” and the following rules apply: • The Junior Business must be sponsored by the Senior Business, and must be on the first downline level (the front line) of the Senior Business. • The owners of the Senior and Junior Businesses must each be at least 18 years of age; and • The Senior and Junior Businesses must be operated independently of one another; the owner of one business must not be the person operating both businesses. 34. Negative Comments. Complaints and concerns about Vantel Pearls and/or its products should be directed to the Vantel Pearls Customer Service Department. Demonstrators must not disparage, demean, or make negative remarks to third parties or other Demonstrators about Vantel Pearls, its owners, officers, directors, management, other Vantel Pearls Demonstrators, Vantel Pearls products, the Marketing and Compensation plan, or Vantel Pearls directors, officers, or employees. Disputes or disagreements between any Demonstrator and Vantel Pearls shall be resolved through the dispute resolution process and the Company and Demonstrators agree specifically not to demean, discredit, or criticize one another on the internet or any other public forum.



Vantel Pearls® International, Inc.

Demonstrator Agreement

35. Sales Receipts. Demonstrators must provide their retail customers that purchase merchandise directly from the Demonstrator with one copy of an official Vantel Pearls sales receipt at the time of the sale. Federal and state law requires that Demonstrators notify their retail customers that they have three business days, five business days for Alaska residents, within which to cancel their purchase and receive a full refund upon return of the products in substantially as good condition as when they were delivered. Demonstrators must maintain all retail sales receipts for a period of two years and furnish them to Vantel Pearls at the Company’s request. 36. Adjustment to Commissions and Bonuses. When a product is returned to Vantel Pearls for a refund or is repurchased by the Company, the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the upline Demonstrators who received commissions and bonuses on the sales of the refunded products. 37. Return of Oysters Upon Cancellation. Upon cancellation of a Demonstrator’s Vantel Pearls business for any reason, the former Demonstrator must return all oysters she holds on consignment to the Company as outlined in Demonstrator Agreement. 38. Montana Residents. As provided for in Montana State law, a Montana resident may cancel his or her Demonstrator Agreement within 15 days from the date of enrollment, and may return his or her Demonstrator Kit for a full refund within such time period. 39. International Activities. Demonstrators may not sell Vantel Pearls products in any international market, or conduct business activities of any nature, in any foreign country that the Company has not announced is officially open for business. 40. Dispute Resolution. Prior to filing arbitration as set forth below, for claims seeking $10,000.00 or more that arise from or relate to the Agreement, the parties shall meet in good faith and attempt to resolve such dispute through confidential non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. If the Parties cannot agree on a mediator, the complaining party shall request a mediator be appointed by the American Arbitration Association (“AAA”). The mediation shall occur within 60 days from the date on which the mediator is appointed. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation. Each party shall pay its own attorney’s fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in the town of Foxboro, Massachusetts, and shall last no more than two business days. 41. Arbitration. Except as otherwise provided in the Agreement, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled through confidential arbitration. The Parties waive rights to trial by jury or to any court. This arbitration provision applies to claims that were not successfully resolved through the foregoing mediation process as well as claims for less than $10,000.00 not subject to the mediation requirement. The arbitration shall be filed with, and administered by, the American Arbitration Association in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA’s website at Notwithstanding the rules of the AAA, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions: • The Federal Rules of Evidence shall apply in all cases; • The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure; • The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure; • The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the Commonwealth of Massachusetts shall govern all other matters relating to or arising from the Agreement, without regard to principles of conflicts of laws. • The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days; • The Parties shall be allotted equal time to present their respective cases; • The arbitration shall be brought on an individual basis and not as part of a class or consolidated action. All arbitration proceedings shall be held in Easton, Massachusetts. There shall be one arbitrator selected from the panel that the AAA provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court to which the Parties have consented to jurisdiction as set forth in the Agreement. This agreement to arbitrate shall survive the cancellation or termination of the Agreement. CONFIDENTIAL


Vantel Pearls® International, Inc. • • • • • • •

Demonstrator Agreement

The parties and the arbitrator shall maintain the confidentiality of the arbitration proceedings and shall not disclose to third parties (other than as necessary to identify and prepare bona fide witnesses to the case): The substance of, or basis for, the controversy, dispute, or claim; The substance or content of any settlement offer or settlement discussions or offers associated with the dispute; The pleadings, or the content of any pleadings, or exhibits thereto, filed in any arbitration proceeding; The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration; The terms or amount of any arbitration award; The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

Notwithstanding the foregoing, nothing in the Agreement shall prevent either party from applying to and obtaining from any court to which the Parties have consented to jurisdiction as set forth in the Agreement a temporary restraining order, preliminary or permanent injunction, or other equitable relief to safeguard and protect its trade secrets, intellectual property rights, and/or confidential information including but not limited to enforcement of its rights under the non-solicitation provision of the Agreement. Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in the courts of Norfolk County, Massachusetts or the United States District Court for the District of Massachusetts residing in Boston, Massachusetts. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the Commonwealth of Massachusetts shall govern all other matters relating to or arising from the Agreement.