Seller User Application, Agreement, and Policies and Procedures

Onyx Energy Seller User Application, Agreement, and Policies &Procedures
Onyx Energy Independent Seller(s), and Onyx Energy (“Company”) hereby agree to the Company's
Purchase Terms and Conditions and Compensation Plan, as well as the following terms in connection
with Seller’s independent business relationship with the Company including, without limitation, with
regard to Seller’s engagement with the Company to generate business for the Company and the
Company’s solar Provider Partners (“Partner”) (collectively hereinafter

§1 – Becoming a Seller

1.1 Acceptance: An applicant becomes a Seller of the Company and shall be effective when the
applicant’s Onyx Energy Seller User Application, Agreement, and Policies & Procedures is
completed, agreed to, and processed by the Company.

1.2 Seller Age: Sellers must be at least 18 years of age.

1.3 Seller Identification Number: A Seller is required to obtain a Social Security number or Federal
I.D. number to be associated with their Seller position. The Company may elect to assign a
different number for Seller identification purposes. Each Seller will be identified by their Seller
Identification Number. The Seller Identification Number must be included on all orders and/or
correspondence with the Company.

1.4 Corporations, Partnerships, and Trusts: Corporations, Partnerships, Limited Liability Companies
(“LLC”) or other forms or business organizations and/or trusts (collectively “Business Entities”)
may become a Seller of the Company under this agreement. In addition to this agreement, the
Company may request that the Agreement be accompanies by copies of any or all of the

A) Any formation or other governing documentation for the Business Entity; and,

B) A complete list of any and all shareholders, directors, officers, partners, members,
managers, and/or trustee(s) and beneficiaries of a trust, as applicable, of the Business
Entity (collectively “Principals”); and,

C) The Business Entity Tax Identification Number (TIN); and,

D) Any other documentation reasonably requested by the Company from time to time.
The Business Entity must provide the Company updated information concerning any changes to
the Principals of the Business Entity. Each Principal of the Business Entity must agree to be
personally liable under this Agreement and agree to adhere to and be bound by the terms of this

Any Seller under this Agreement who executes the duties of this Agreement using any person
who is not themselves a Seller (“Unregistered Assistant”) shall be required to re-execute this
Agreement on behalf of a Business Entity. If the Seller has not yet formed a Business Entity when
working with an Unregistered Assistant, the Seller shall be required to form a Business Entity
prior to re-execution of this Agreement.

1.5 Simultaneous Interests: A Seller may not have simultaneous beneficial interest in more than one
Seller position. Without limitation, for example, a shareholder of a Business Entity that has
executed an Agreement may not themselves execute an additional Agreement on behalf of

1.6 Fictitious and/or Assumed Names: A person or entity may not enter this Agreement using a
fictitious or assumed name. This restriction includes executing this Agreement under another
person’s name or identity.

§2 – Onyx Energy Seller(s)

2.1 Applicability of Seller Policies: The rights, duties and obligations for any individual or entity
Seller listed herein shall apply equally to any Seller registered.

2.2 Acceptance: An applicant becomes a registered Seller of the Company and shall be effective
when the applicant’s Onyx Energy Seller User Application, Agreement, and Policies & Procedures
is completed, agreed to, and processed by the Company.

§3 – Seller Status

3.1 Seller Obligations and Rights: Sellers are authorized to sell the Company’s product(s) and
service(s) and to participate in the Company’s Compensation Plan. Sellers may sponsor new
Sellers (See §4 – Sponsorship).

3.2 Independent Contractor Status: Sellers are independent contractors and are not an employee,
agent, franchisee, joint venturer, partner, and/or owner (collectively “Employee”) of the
Company. Sellers shall not be treated as an employee, agent, franchisee, joint venturer, partner,
and/or owner of the Company for any federal or state tax purposes, including with regard to the
Internal Revenue Code, Social Security Act, Federal Unemployment Act, Federal Insurance
Contributions Act (FICA), or with regard to any workers’ compensation, state unemployment act,
or any other federal, state, or local statute, ordinance, rule, or regulation. Seller is responsible for
all liability, health, disability, workers’ compensation, and other insurance.

Seller is not authorized to bind the Company nor incur any obligation on behalf of the Company
as an Employee. Nothing contained in this Agreement shall be construed to give (i) give any
Partner the right or power to direct or control the day-to-day activities of the Seller, or (ii) allow
Sellers to create or assume any obligation on behalf of any Partner for any purpose whatsoever.

Both parties acknowledge that Sellers are independent contractors of the Company and that
Sellers are not and shall not be deemed to be employees or independent contractors of any
Partner. Sellers shall not be entitled to be paid any direct compensation from Partners, nor shall
Sellers be entitled to coverage under any Partner’s welfare, medical, dental, life, or disability
insurance plans; pensions plans, stock option plans; or any other Partner-sponsored fringe
benefits. Partner shall have no right or authority to control the means, manner, or method of
Seller’s performance under this Agreement.

3.3 Taxation: Sellers will not be treated as Employees of the Company for federal or state tax
purposes including, but not limited to, the Internal Revenue Code, Social Security Act, federal
unemployment act, or state unemployment acts. Sellers shall be solely responsible for payment
of all estimated and applicable federal, state, and local income, unemployment, social security,
and other self-employment taxes and premiums and license requirements and fees attributable
to Seller’s sales activities and earnings.

3.4 Legal Compliance: Sellers must comply with all applicable federal, state, and local laws, statutes,
regulations, and ordinances application to the operation of the Seller’s business. Seller’s
compliance obligations extend to the items below; failure to comply may result in suspension or
termination as determined and in the sole discretion of the Company:

3.4.1 Seller will not represent that they work for any Partner

3.4.2 Seller will not misrepresent the savings achievable when a homeowner installs
Company’s solar system. Sellers shall not tell a homeowner that the homeowner will not
have a utility bill after the installation of Company’s solar system.

3.4.3 Seller shall not give tax or legal advice. Seller shall not evaluate a homeowner’s eligibility
for any local, state, federal or other rebate program related to installation of Company’s
solar system.

3.4.4 Seller shall not utilize any advertising, promotional, sales, recruiting, and/or training
materials that are not approved in writing by Onyx Energy Compliance. Approval may
be requested via email to Approval requests must
include a copy of any material for review.

3.4.5 Seller will not make direct contact with any Partner, Provider, EPC, and/or Installer unless
directly facilitated by Onyx Energy Operations.

3.4.6 Seller will not misrepresent themselves as the homeowner for any project. Seller will
always clearly identity themselves as a Onyx Energy Independent Energy Seller
speaking on behalf of the homeowner when necessary.

3.4.7 Seller shall not retain or misuse any homeowner personal or financial information.

3.4.8 Seller will not solicit any person on the Do Not Call list or send electronic marketing in
violation of the CAN-SPAM act.

3.4.9 Seller will not misrepresent potential increased value to the home when installing solar.
Seller will make clear that any estimated increase is not guaranteed.

3.4.10 Seller will maintain current license(s) and registration requirements for the city, county,
state, or other governing body having jurisdiction in the location in which the sale of
Company’s product.

3.4.11 Seller will not manipulate or otherwise edit utility rates that do not accurately reflect the
homeowner’s utility company posted rates at the time.

3.5 No Exclusive Territories: No exclusive territory is granted by this Agreement for sales or
sponsoring purposes. No geographic limitation exists that prohibits Seller from sponsoring or
selling within the United States; provided that the Company reserves the right not to sell
products or services or otherwise contract with Sellers in specified states within the United
States at the Company’s sole discretion, nor does this Agreement constitute the sale of a security
or a franchise.

3.6 Ethical Conduct: Seller must conduct themselves and their business with the highest standards
of honesty and integrity and must behave in a professional manner at all times. The Company
prohibits Seller from participating in any activity that is deemed unethical at the sole discretion
of the Company. A Seller must refrain from taking any action which may result in harm to the
Company or another Seller. This includes, but is not limited to, recommending that a
homeowner file for litigation against the Company, recommending that a homeowner file a
formal complaint against the Company, and posting publicly viewable negative comments
without basis.

3.7 Sale of Other Products: Sellers are not restricted from selling other companies’ products or
services. However, Sellers are restricted from displaying the Company’s products, promotional
materials, and/or sales aids with or in the same location as any other company’s promotional
materials, sales aids, and/or products. Additionally, Sellers are restricted from offering the
Company’s product in connection with or contingent upon any other company’s product. The
foregoing restriction does not prohibit Business Entities from properly creating and advertising
any deals or promotions that the Business Entity offers exclusively for the Company’s product.
Any such deal or promotion must adhere to all advertising guidelines and requirements, as
determined by Compliance.

3.8 Solicitation Restrictions: As an inducement from the Company to enter into this Agreement and
in consideration of the mutual covenants herein, Seller agrees that during the term of this
Agreement and for a period of one (1) year thereafter, Seller shall not, directly or indirectly, on
their own behalf or on the behalf of any other person or entity, solicit, induce, or hire, or
attempt to solicit, induce, or hire any other Seller, employee, member, customer, supplier, and/or
vendor of the Company to (i) enter into any business relationship with any other company or
individual, or (ii) to terminate or alter their business or contractual relationship with the

3.9 Non-disparagement: The Company values constructive criticism and comments; any such
criticism or comments should be submitted in writing to Sellers must
refrain from making disparaging remarks about the Company or the Company’s products or
services. Sellers must not disparage, demean, or otherwise make negative, untrue, and/or
misleading comments about the Company, other Company Sellers, the Company’s products and/
or services, the Company Marking and Compensation Plan, and/or the Company’s Directors,
Officers, or employees. Disparaging remarks made publicly shall be deemed a violation of this
section, as well as a violation of §2.6 of this Agreement.

§4 – Term & Renewal

4.1 Term: Subject to the terms of §6 – Resignation & Termination, this Agreement shall have a term
beginning on the date of acceptance by the Company and ending one month (approximately
four (4) weeks or thirty (30) days) from the date thereof (hereinafter “Anniversary Date”).

4.2 Renewal: This Agreement shall renew monthly from the Anniversary Date. The Company retains
the right to decline to accept any renewal, in its sole discretion, upon payment of the current
renewal fee, if applicable, in accordance with the current renewal policy and as set forth in this
agreement. The Company can withhold renewal, in its sole discretion, for i) non-payment of
renewal fee; and/or ii) violation of the terms of this Agreement, including any current policies
and procedures in place at the date of renewal. Any Seller not renewing by or before the renewal
date shall be deemed to have voluntarily terminated their Agreement. This termination results in
the Seller losing all sponsorship rights, their position in the Compensation Plan, and all rights to
commissions and/or bonuses. A Seller who fails to renew their Agreement or voluntarily cancels
their Agreement may not reapply under a new sponsor for six months after the

§5 – Sponsorship

5.1 Sponsoring: Sellers may sponsor other Sellers in the United States into the Company’s business.
Sellers must ensure that any potential Seller has reviewed and had access to the current
Agreement, Policies and Procedures, and Compensation Plan prior to or when providing the
Agreement to the potential Seller.

5.2 Prohibited Conduct: The enrollment of individuals without their knowledge and consent, the
enrollment or attempted enrollment of non-existent individuals or entities, and any other
fraudulent enrollment is expressly prohibited and shall result in termination of this Agreement.
Additionally, Sellers are prohibited from offering monetary or other incentives, promotions,
prizes, or bonuses in connection with sponsorship. Sellers may not purchase or sell sponsorships
or otherwise manipulate placements in an attempt to earn any qualification or additional

5.3 Multiple Agreements: If an applicant submits multiple executed Agreements which list different
sponsors, only the first Agreement will be considered for acceptance. Any decision regarding
sponsorship by the Company is final.

5.4 Income Claims: Sellers must truthfully and fairly describe the Compensation Plan. No past,
potential, or actual income claims may be made to prospective Sellers or any others. Sellers may
not use their own incomes as indicative of the success assured to others.

Income claims include all statements regarding income available with the Company including,
but not limited to, statements of average or non-average earnings, statements of earning
ranges, income testimonials, lifestyle claims or images, and hypothetical claims or statements
about earnings.

Any earnings information or statements regarding income in the Compensation Plan are
included solely for explanation of the Compensation Plan and are not a representation or
guarantee of any earnings or income. Individual income results may vary significantly and are
based on many factors, including factors such as a Seller’s individual effort, business experience,
and skill. The Company makes no warranty or representation as to the level of success or
income, if any, Sellers may achieve by soliciting customers or other Sellers for sponsorship.

5.5 Transfer of Sponsorship: Transfer of sponsorship will only be granted if appropriately applied for
and approved by the Company. The Company may withhold, in its sole discretion, approval for
any transfer of sponsorship for any reason. Transfer of sponsorship is highly discouraged and
requires the following:

a) The written consent of all affected Sellers, including all other Sellers above the
requesting Seller; and,

b) A written request for transfer, stating the exact reason for the transfer; and,

c) A transfer fee of $50.00

In the event that the request for transfer of sponsorship is approved, the team of any proposed
transferred Seller will not be transferred with the Seller.


5.7 Lead Assignment: The Seller Lead Assignment Program is intended to be fair and is structured in
a manner such that it is intended to reward active Sellers with average or above closing rates.
The Company may utilize its sole discretion in making any such Assignments. Assignments made
under the Seller Lead Assignment Program are not subject to appeal.

5.8 Company Sponsorship: The Company may sponsor certain organization and individuals. The
Company will retain official sponsorship of any such Seller, and the Seller may be placed on the
sponsorship team of any Company leader. Any Seller placed via this method may be moved at
the discretion of the Company. If a Seller wishes to opt-out of this program and in so doing, not
have any Sellers placed on their team, the Seller must inform the Company in writing at

§6 – Proprietary Information

6.1 Confidential Information: “Confidential Information” includes, but is not limited to,
Downline Genealogy Reports, the identities of Company customers and Sellers, contact
information of Company customers and Sellers, Sellers’ personal and group sales
volumes, Seller rank and/or achievement levels, customer information developed by or
for the Company (such as credit data, product purchase information and customer
profile data), manufacturing procedures, formulas, source codes, product development
and in all operating, financial and marketing materials, and other financial and business
information. All Confidential Information (whether oral or in written or electronic form)
is proprietary information of Company and constitutes a business trade secret
belonging to Company. Confidential Information is, or may be available, to Sellers in
their respective back-offices. Seller access to such Confidential Information is password
protected, and is confidential and constitutes proprietary information and business
trade secrets belonging to Company. Such Confidential Information is provided to
Sellers in strictest confidence and is made available to Sellers for the sole purpose of
assisting Sellers in working with their respective downline organizations in the
development of their Company business. Sellers may not use the reports for any
purpose other than for developing, managing, or operating their Company business.
Where a Seller participates in other multi-level marketing ventures, he/she is not
eligible to have access to Downline Genealogy Reports. Sellers should use the
Confidential Information to assist, motivate, and train their downline Sellers. The Seller
and Company agree that, but for this agreement of confidentiality and nondisclosure,
Company would not provide Confidential Information to the Seller.
To protect the Confidential Information, Sellers shall not, on his or her own behalf, or on behalf
of any other person, partnership, association, corporation or other entity:

a) Directly or indirectly disclose any Confidential Information to any third party;

b) Directly or indirectly disclose the password or other access code to his or her

c) Use any Confidential Information to compete with Company or for any purpose
other than promoting his or her Company business;

d) Recruit or solicit any Seller or Customer of Company listed on any report or in the
Seller’s back-office, or in any manner attempt to influence or induce any Seller or
Customer of Company, to alter their business relationship with Company; or

e) Use or disclose to any person, partnership, association, corporation, or other
entity any Confidential Information.

f) Send emails to other Sellers or people, partners, companies affiliated with Onyx
Energy who have not specifically requested that information from you.

The obligation not to disclose Confidential Information shall survive cancellation or
termination of the Agreement, and shall remain effective and binding irrespective of
whether a Seller's Agreement has been terminated, or whether the Seller is or is not
otherwise affiliated with the Company. Upon non-renewal or termination of the
Agreement, Sellers must immediately discontinue all use of the Confidential
Information and if requested by the Company promptly return all materials in their
possession to the Company within five (5) business days of request at their own

6.2 Genealogy Reports: All genealogy and team reports provided to a Seller are
proprietary to and owned by the Company. Each Seller acknowledges that the reports may
contain information concerning the Seller, including, but not limited, to the Seller’s name,
address, phone number, products purchased and sold and earnings. The Seller,
by executing the Agreement, consents to the use and dissemination by the Company of
the reports and information therein and any other information concerning an Seller
collected by the Company in connection with the Company’s business, including to
enforce the terms of and its rights under the Agreement and to comply with applicable
laws. A Seller may not use the reports in any manner or for any purpose except in
connection with Seller’s business.

6.3 Vendor Confidentiality: The Company’s business agreements and relationships,
including the existence of the relationship, with any vendor, manufacturer, Partner,
and/or suppliers are confidential. Sellers are not permitted to directly indirectly
contact, speak, or otherwise communicate with any vendor, manufacturer, Partner,
and/or supplier except at a Company-sponsored event at which the vendor,
manufacturer, Partner, and/or supplier is present at the explicit request of the

a) Partner Information. Seller understands that "Partner Confidential
Information" means any non-public information that relates to the actual or
anticipated business, research or development of the Partner, or to the
Partner's technical data, trade secrets, or know-how, including, but not limited
to, research, product plans, or other information regarding the Partner's
products or services and markets therefor; customer lists and customer contact
information, buying histories, and preferences (including, but not limited to,
such information relating to customers of the Company on which Seller called
or with which Seller may become acquainted during the term of this
Agreement); software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, and hardware configuration
information; and marketing, finances, and/or other business information;
provided, however, Partner Confidential Information does not include any of
the foregoing items to the extent the same have become publicly known and
made generally available through no wrongful act of Seller or of others.

b) Non-Disclosure of Partner Confidential Information. Seller agrees that during
and after Seller's independent contractor relationship with Company and
access to any Partner Confidential Information, Seller will hold in the strictest
confidence, and will not use (except with written authorization from the
Partner) or disclose to any person, firm, or corporation (without written
authorization of the President or the Board of Directors of the Company) any
Partner Confidential Information. Seller understands that Seller's unauthorized
use or disclosure of Partner Confidential Information may (1) constitute breach
of this Agreement, (2) lead to rescission of the agreement between the
Company and Partner, and (3) lead to legal action by the Partner.

c) Non-Disclosure of Third Party Information. Seller recognizes that the Partner
may have received and in the future may receive from third parties associated
with the Partner, e.g., the Partner's customers, suppliers, licensors, licensees,
partners, or collaborators ("Associated Third Parties"), their confidential or
proprietary information ("Associated Third Party Confidential Information"). By
way of example, Associated Third Party Confidential Information may include
the habits or practices of Associated Third Parties, the technology of
Associated Third Parties, requirements of Associated Third Parties, and
information related to the business conducted between the Company and such
Associated Third Parties. Seller agrees at all times during Seller's independent
contractor relationship with Company and access to any Partner Confidential
Information and thereafter to hold in the strictest confidence, and not to use
or to disclose to any person, firm, or corporation, any Associated Third Party
Confidential Information (except with written authorization from Partner).
Seller further agrees to comply with any and all Partner policies and guidelines
that may be adopted from time to time regarding Associated Third Parties and
Associated Third Party Confidential Information. Seller understands that
Seller's unauthorized use or disclosure of Associated Third-Party Confidential
Information or violation of any Partner policies may (1) constitute breach of
this Agreement, (2) lead to recession of the agreement between the Company
and Partner, and (3) lead to legal action by the Partner.

6.4 Copyright Restrictions: Sellers must abide by all copyright restrictions and protections.

6.5 Authorization to Use Name and Likeness: By executing the Agreement, each Seller
grants to the Company and its affiliates and agents the absolute, perpetual and
worldwide right and license to use, to record, photograph, publish, reproduce,
advertise, display, edit, and sell in any manner for all purposes, his or her
name, photograph, likeness, voice testimony, biographical information, image and
other information related to Seller’s business with the Company (collectively the
“Likeness”) in marketing, promotional, advertising and training materials, whether in
print, radio or television broadcasts (including cable and satellite transmissions) audio
and videotapes on the Internet or in other media (“Publicity Materials”) for an
unlimited number of times, without compensation, in perpetuity. Each Seller waives
any right to inspect or approve any Publicity Materials including or accompanying his or
her Likeness. Each Seller further releases the Company from any liability or obligation
that may arise as a result of the use of his or her Likeness, including without limitation,
claims for invasion of privacy, infringement of right of publicity and defamation
(including libel and slander). A Seller may withdraw his or her authorization of any use
of his or her Likeness that has not already been publicized that by providing written
notice to the Company. Sellers agree that any information given by Seller, including his
or her testimonial, is true and accurate

§7 – Resignation/Termination

7.1 Voluntary Resignation: A Seller may voluntarily terminate their Agreement by failing to
renew the Agreement per the terms of §3 – Term and Renewal, or by sending written
notice of resignation/termination to the Company. Voluntary resignation is effective
upon receipt of such notice by the Company. Such notice shall be deemed received
when: physically received if sent by USPS or other means, or when sent if completed
via electronic means.

A Seller who has resigned or otherwise terminated their Seller status may reapply
under this Agreement no sooner than six (6) months after the effective date of the

A Seller who voluntarily terminates this Agreement shall have their sales network
automatically “rolled up” to the first active Seller directly above them in network.

7.2 Suspension/Disciplinary Period: A Seller may be suspended or placed on a disciplinary
probation period for violating the terms of this Agreement or other applicable policies
and procedures, which include the contents of this Agreement, Seller Policies and
Procedures, the Company Compensation Plan, and other regulatory documentation
produced by the Company from time to time.

When a Seller is suspended or otherwise restricted, the Company will inform the
Seller in writing of the decision to suspend or restrict, any applicable restrictions, and
the duration of the suspension/restriction(s). This notice will be sent to the Seller’s
email address on file with the Company. Any such suspension or restriction(s) may
result in termination of the Seller’s Agreement in the sole discretion of the Company.
In addition to any other restrictions (§12 – Dispute Resolution and Disciplinary
Proceedings), a Seller given notice of suspension/restriction(s) shall be subject to the
following for the duration of the suspension/restriction(s):

a) Prohibiting the Seller from sponsoring new Sellers

b) Prohibiting the Seller from attending Company events or other meetings of

If the Company determines that the violation giving rise to the suspension/restriction(s) has not
or cannot be satisfactorily resolved, or additional violations have occurred, a Seller may be
terminated without being taken off of suspension or having any restriction(s) lifted from their

7.3 Termination: A Seller may be terminated for violating the terms of this Agreement, as well as the
Company Policies and Procedures, Compensation Plan and other documentation produced by
the Company from time to time. The Company may elect to terminate immediately upon written
notice if a Seller violates the terms of this Agreement. The Company may terminate a Seller
without first placing the Seller on suspension or imposing any restriction(s).

The Company may terminate this Agreement upon 30 days written notice in the event that the
Company elects to cease: (i) business operations; or (ii) the marketing and distribution of the
Company’s products and/or services via direct selling and/or network marketing.

7.4 Reconsideration: If a Seller elects to appeal their termination they must sent the Company
notice in writing requesting an appeal within ten (10) days of the date of termination. No appeal
received after this period will be considered. If no appeal request is received then the
termination shall be considered final.

If a Seller files a timely appeal, the Company will review the request and provide a timely
response to the Seller. The termination date of any termination which has been appealed and
denied shall be the original date of termination.

7.5 Effect of Expiration, Nonrenewal, and/or Termination: Immediately upon the expiration,
nonrenewal, and/or termination of this Agreement, the affected Seller:

a) Must remove and permanently discontinue use of the Company’s Proprietary Marks,
copyrighted materials, and any signs, labels, stationary, letterhead, signature, or
advertising related to or referring to any of the Company’s products, services, or
programs; and,

b) Must cease representing themselves as a Seller of the Company; and

c) Loses all rights to sell the Company’s products or services; and,

d) Loses all rights to their position in any Company genealogy or Compensation Plan and to
any commissions that have not triggered as of the date of termination; and,

e) Must take any steps necessary and reasonably requested and required by the Company
related to the protection of Confidential Information and Company intellectual property.

7.6 Reapplication: The application of the terminated Seller, or the application by any family member
of the terminated Seller’s household, shall be deemed a reapplication by the Seller. Any such
reapplication may be accepted or denied at the sole discretion of the Company.

7.7 State Law: Where this Agreement conflicts with state law regarding termination, applicable
state law shall govern.

§8 – Transferability

8.1 Transfer of Business: A Seller may not sell, assign, merge or transfer (each a “transfer” for
purposes of these Policies and Procedures) his or her Agreement and related Seller position (or
any rights thereto) without the prior written approval of the Company and compliance with the
terms of this §7.

8.2 Acquisition of Business: Except as set forth herein, any Seller desiring to acquire an interest in
another Seller’s business must first terminate their Agreement and wait six (6) months before
becoming eligible for such a transfer. All such transactions must be fully disclosed and must be
approved in writing by the Company in advance. Notwithstanding the foregoing, a Seller may
transfer their Seller position to his or her sponsor. In such event, the sponsor’s position and the
transferring Seller’s position shall be merged into one position.

8.3 Right of First Refusal: The Company possesses the right of first refusal with respect to any
transfer of any Agreement and the related Seller position. A Seller wishing to transfer his or her
Agreement and related Seller position must first provide the Company with the right and option
to make such a purchase or receive such transfer in writing on the same terms and conditions as
any outstanding or intended offer. The Company will advise the Seller within 10 business days
after receipt of such notice of its decision to accept or reject the offer. If the Company fails to
respond within the 10 day period or declines such offer, the Seller may make the same offer
or accept any outstanding offer which is on the same terms and conditions as the offer to the
Company to any person or entity who is not an Seller, married to or a dependent of an Seller or
who has any interest in an Seller, and who is approved by the Company.

8.4 Conditions of Transfer: Any transfer per this section is additional subject to the following

a) The selling Seller must provide the Company with a copy of all documents which detail
the transfer, including, without limitation, the name of the purchaser, the purchase price
and terms of purchase and payment; and,

b) A transfer fee of $50.00 must accompany the transfer documents; and,

c) The documents must contain a covenant made by the selling Seller for the benefit of the
proposed purchaser not to compete with the purchaser or attempt to divert any existing
Sellers from the Company’s business for a period of one (1) year from the date of the
sale or transfer; and

d) Upon a sale, transfer or assignment being approved in writing by the Company, the
purchaser must assume the position of the selling Seller and must execute a current
Agreement and all such other documents as reasonably be required by the Company.
The Company reserves the right, in its sole discretion, to stipulate additional terms and
conditions prior to approval of any proposed sale or transfer. The Company reserves the right to
disapprove any sale or transfer, in its sole discretion. The Company’s decision regarding any sale
or transfer is not subject to appeal.

8.5 Circumvention of Policies: If the Company determines, in its sole discretion, that a Seller
position was transferred in an effort to circumvent compliance with this Agreement or any other
Company Policy or Procedure, the transfer shall be declared null and void. The Seller position
shall revert back to the transferring Seller and any additional changes caused by the transfer
shall be reversed. Any such circumvention shall be grounds for suspension or immediate
termination in the Company’s sole discretion.

8.6 Succession: Notwithstanding any other provision of this Section 7, upon the death of a Seller, the
Seller’s position will pass to his or her successors in interest as provided by law. However, the
Company will not recognize such a transfer until the successor in interest has executed a current
Agreement and submitted certified copies of the death certificate, will, trust, or other
instrument required by the Company. The successor will thereafter be entitled to all the rights
and be subject to all the obligations of a Seller of the Company.

8.7 Reentry: Any Seller who transfers their position must wait six (6) months after the effective date
of the transfer before becoming eligible to execute a new Agreement and reapply as a Seller.

8.8 Divorce: When a couple sharing an Seller position divorces or separates, the Company will
continue to pay commission checks in the same manner as before the divorce or separation until
it receives written notice signed by both parties or a court decree which specifies how future
commission checks should be paid.

8.9 Dissolution: In the event that a Business Entity which is a Seller desires to dissolve, the Company
shall continue to pay commissions according to the status quo as existed prior to the dissolution
proceeding unless the Company receives written notice signed by all equity owners of the
Business Entity which authorizes the Company to transfer and assign the Agreement and pay
commissions in a different manner as a result of the dissolution. No Seller position of a Business
Entity will be divided upon dissolution.

§9 – Trademarks, Literature, and Advertising

9.1 Trademark: The Company’s name, trademarks and service marks and copyrighted materials (the
“Proprietary Marks”) are owned by the Company and/or its affiliates. The use of the Proprietary
Marks and copyrighted materials by a Seller must be approved in writing by the Company prior
to use and must be in strict compliance with the Agreement and Policies and Procedures. Any
Seller wishing to use the Company’s Proprietary Marks must submit a Trademark Licensing
Agreement to the Company for approval prior to use.

Any right to use the Company’s Proprietary Marks and copyrighted materials by a Seller is nonexclusive,
and that the Company has the right and sole discretion to grant others the right to use
such Proprietary Marks and copyrighted materials. Any and all goodwill associated with the
Proprietary Marks and copyrighted materials (including goodwill arising from a Seller’s use)
inures directly and exclusively to the benefit of the Company and is the property of the
Company. On expiration or termination of this Agreement, no monetary amount shall be
attributable to any goodwill associated with any Seller’s use of the Proprietary Marks or
copyrighted materials.

9.2 Advertising and Other Promotional Materials: Only promotional, advertising and training
materials produced by the Company or approved in advance in writing by the Company may be
used to advertise or promote the Company’s business or to sell products and services of the
Company, whether written, recorded or online. The Company owns all copyrights in all
promotional and advertising materials produced by the Company. The Company’s literature and
materials may not be duplicated or reprinted in whole or in part without the prior written
permission of the Company.

The Company prohibits Sellers from translating any Company materials from English into other
languages. Sellers may not advertise under the "help wanted" section of any newspaper or other
directory, nor may any advertisement state or imply that the Seller is seeking to employ or hire
an individual or that the Seller is an agent or recruiter for the Company. Sellers may not sell
promotional, training or marketing materials produced by them or third parties to any other
Seller, even if they do not contain the Company’s Proprietary Marks.

9.3 Electronic Advertising: Sellers may advertise or promote their business or the Company’s
business, products or services or marketing plan or use the Company’s Proprietary Marks or
copyrighted materials in electronic media or transmission, including on the Internet, via web
sites or otherwise only in accordance with the terms of these Policies and Procedures and other
guidelines developed by the Company from time to time. Sellers must obtain written approval
from the Company prior to publication of any electronic advertising.

Sellers are not permitted to use the Company’s Proprietary Marks, copyrighted materials, name
or any variation thereof in domain names or in their business name or email address. The
Company shall have the right to require the owner of a violating domain name to transfer the
domain name to the Company immediately at no cost to the Company, in addition to the
Company’s other rights and remedies. Each Seller agrees to immediately reassign to the
Company any registration of the Company’s name and other Proprietary Marks in violation of
this section.

9.4 Social Media: Sellers may join social networking sites, online forums, discussion groups, blogs,
and other forms of internet communication to leverage the power of the Company brand and to
communicate the benefits of the Company’s products. Social networks include such sites as
Facebook, LinkedIn, Twitter, etc. Sellers must clearly identify the Seller as an independent Seller
in any profiles a Seller generates.

When a Seller participates in those communities, the Seller must avoid inappropriate
conversations, comments, images, video, audio, applications or any other adult, profane,
discriminatory or vulgar content. The determination of what is inappropriate is made at the
Company’s sole discretion. Sellers who use social networking sites must also comply with the
rules associated with that particular website or network and all applicable laws and regulations.
Sellers shall not: (i) make any specific income claim or commitment to any amount of income
that others may realize as Seller; (ii) make any guarantee of success; or (iii) suggest that a specific
amount of inventory must be purchased at the time of enrollment. Sellers are personally
responsible for their postings and all other online activity that relates to the Company. If Sellers
use the trademarks, trade names, service marks, copyrights, or intellectual property of any third
party in any posting, it is solely their responsibility to ensure that they have received the proper
authority and consent to use such intellectual property.

Sellers who advertise for sale the Company’s products on Social Media must adhere to all other
advertising policies, including receiving prior approval for all advertising posts.

9.5 Seller Website: If a Seller desires to create a publicly accessible website to promote their
business, they may do so through any Company replicated or provided website program, or
through their own designed website in accordance with this Agreement and the marketing
Polices and Procedures and other such guidelines provided by the Company from time to time.

9.6 Electronic Communication and Guidelines: Sellers shall not make offers or solicitations in the
guise of research, surveys, or informal communications when the intent is to sell products or
services to any other person or to otherwise attempt to recruit or sponsor others as Sellers or
Ambassadors with the Company. Sellers must not deceive others during the process of
communicating or selling any opportunity with the Company.

Seller permitted websites that promote the Company’s products or income opportunity, or any
other relationship with the Company must maintain the strict confidentiality of retail customers, homeowners, potential recruits, and others who may access or otherwise utilize the website in
compliance with all relevant privacy laws. Sellers must prominently post a “Privacy Statement”
or “Privacy Policy” which informs users what information, if any, is collected and how any
collected or retained information will be used. Sellers must not include any statement in the
Privacy Statement/Policy which would permit the Seller to sell, trade, or use collected
information for any purpose except in connection with the Company’s products or income
opportunities. Any Seller who collects personal data online must provide the option to have the
data removed and prohibit any further use or sharing of the data.

Sellers shall refrain from distribution of content by the use of distribution lists or to any person
who has not given specific permission to receive said content. Seller must comply with all rules,
regulations, and laws regarding electronic communications including, without limitation,
CAN-SPAM, TCPA, and the national “Do Not Call” registry.

Seller shall refrain from positing or distributing content that is unlawful, harassing, libelous,
defamatory, slanderous, abusive, threatening, harmful, vulgar, or obscene as determined by the
Company in its sole discretion. Seller shall conduct themselves respectfully in regard to the rights
and opinions of others.

9.7 Use of the Company Name: Seller may use the Company’s name only in the following format:
“Independent Onyx Energy Seller.” Seller may also refer to themselves as a “Onyx Energy
Team Leader,” etc., only if first identifying themselves as an “Independent Onyx Energy Seller.”

9.8 Stationary; Business Cards: Seller may create their own stationary, business cards, and/or
letterhead graphics that do not use the Company’s Proprietary Marks without prior approval of
the Company. Any Seller wishing to produce any listed media and utilize the Company’s
Proprietary Marks must first submit a proof of the design to for prior

9.9 Telephone; Yellow/White Pages Listings: Sellers are not permitted to use the Company’s
Proprietary Marks in advertising their telephone or telecopy number(s) in the White/Yellow
Pages section of telephone books or their online equivalent.

9.10 Telephone Answering: A Seller may not answer the phone in any manner that would lead a caller
to believe that they have called Onyx Energy itself as either the Corporate Office or any other
Company department.

9.11 Imprinted Checks: Sellers shall not use the Company name of any Company Proprietary Mark on
their business or personal checking accounts. However, Sellers may imprint their checks with
“Independent Onyx Energy Seller.”

9.12 Media Interviews: Sellers are prohibited from granting media interviews of any form and in any
format, including but not limited to both positive and negative statements made in the public
media, magazine interviews, radio interviews, and the like. All media inquiries must be directed
to the Company’s corporate office.

9.13 Endorsements: No endorsements by a Company officer or any third party may be asserted,
except as expressly communicated in Company literature and communications. Federal and state
regulatory agencies do not approve or endorse direct selling programs and Sellers may not
represent or imply, directly or indirectly, that the Company’s programs, products or services have
been approved or endorsed by any governmental agency.

9.14 Recordings: Sellers are prohibited from producing, either for personal use or for sale, any
reproduction, rebroadcast, or recording of any Company literature, audio or visual material,
presentations, events or speeches (including conference calls). Video and/or audio taping of any
Company meeting, conference, event, call, or any other Company material is strictly prohibited.
Still photography is allowable at the discretion of the meeting host.

9.15 Re-Packaging: Re-packaging or otherwise selling the Company’s products and/or materials under
the guise of any other company or opportunity is strictly prohibited.

§10 – Compensation

10.1 Basis for Commissions: Any compensation Seller receives from the Company is related
solely to the sale of products and services according to the Onyx Energy Compensation
Plan. Seller agrees there may be times when Onyx Energy discontinues and/or updates
a Product or Service, whole or in part. Onyx Energy reserves the right to discontinue all
or discrete portions of support for Products and Services at any time for any reason.
Seller is not guaranteed any income, profits or success and certifies that no such
representations have been made to Seller, either by the Company or any Seller.

10.2 Commission Payments: Commissions are paid to “qualified” Sellers as defined within
the Compensation Plan. Sellers should consult the Compensation Plan for a detailed
explanation of the benefits, commission structure and requirements of the
Compensation Plan. At its sole discretion, the Company may elect to pay commissions
and other forms of compensation into an “ewallet” account for the benefit of Sellers. If
a Seller is banned or otherwise prohibited from receiving payment through Company’s
then the Seller shall be eligible for termination.

10.3 Fees: From time to time, the Company or its third-party administrator may charge fees
for various services it provides, including fees for processing and issuing commission
and bonus payments. Please check the Company’s website and other Company
materials for specific information concerning such fees. These fees may be deducted
from commission payments.

10.4 Errors or Questions: If a Seller has questions about or believes any errors have been
made regarding commissions or charges, the Seller must notify the Company in writing
within 30 days of the date of the purported error or incident in question. The Company
will not be responsible for any errors, omissions or problems not reported to the
Company within 30 days.

10.5 Offset of Commissions. Any commission, advanced compensation or bonus earned and
paid on products or services refunded or canceled is the obligation of and must be
repaid or “clawed back” to the Company by Sellers earning such commissions. The
Company has the right to offset such amounts against future commissions and other
compensation or refund paid or owed to such Sellers who received commissions.

10.6 Calendar Period. A business month refers to the time period opening on the first day of
the month and extending up until order entry closes on the last business day of
the month. The Company’s offices are open Monday through Friday with the
exception of Christmas, New Year’s Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving and the day after Thanksgiving (should these holidays fall Monday to

§11 – Purchase and Sale of Company Products and Services

11.1 Sales Presentations: At sales presentations, Sellers shall truthfully identify themselves,
their products, and the purpose of their business to prospective customers. Sellers may
not use any misleading, deceptive, or unfair sales practices.

Explanation and demonstration of products offered shall be accurate and complete
including, but not limited to, with regard to price, terms of payment, refund rights,
guarantees, and after sales services and delivery. Personal or telephone contacts shall
be made in a reasonable manner and during reasonable hours to avoid intrusiveness
and in accordance with applicable laws.

Sellers must immediately discontinue a demonstration or sales presentation upon the
request of the retail customer.

Sellers shall not directly or by implication, denigrate any other company or product.
Sellers shall refrain from using comparisons which are likely to mislead and which are
incompatible to the principles of fair competition. Points of comparison shall not be
unfairly selected and shall be based on facts which can be substantiated.

Sellers shall not abuse the trust of retail customers, shall respect the lack of
commercial experience of retail customers and shall not exploit a retail customer’s age,
illness, lack of understanding or lack of language expertise.

11.2 Privacy: Sellers must comply with all applicable privacy and data security laws,
including security breach notification laws. Sellers must take appropriate steps to
safeguard and protect all private information, including, without limitation, credit card
and social security numbers, provided by a retail customer, prospective retail customer
or other Sellers. Sellers must hold such information in strict confidence. Sellers are
responsible for the secure handling and storage of all documents that may contain such
private information. Sellers must adopt, implement, and maintain appropriate
administrative, technical, and physical safeguards to protect against anticipated threats
or hazards to the security of confidential information and customer data. Appropriate
safeguards may include, but are not limited to: (i) encrypting data before electronically
transmitting it; (ii) storing records in a secure location; (iii) password-protecting
computer files, or (iv) shredding paper files containing confidential information or
customer data. Sellers should retain documents containing such information for only as
long as necessary to complete the transaction. Sellers should dispose of any paper or
electronic record containing customer data and other confidential information after
use by taking all reasonable steps to destroy the information by: (A) shredding; (B)
permanently erasing and deleting; or (C) otherwise modifying the customer data and
other confidential information in those records to make it unreadable,
unreconstructible, and indecipherable through any means.

11.3 Product Claims/Representations: Sellers must be truthful in the representation of
the Company’s products. Sellers may make no claim, representation or warranty
concerning any product or service of the Company, except those expressly approved in
writing by the Company or contained in Company materials.

Sellers may make no diagnostic therapeutic, curative or exaggerated claims. Sellers may
make no representations that the products diagnose, cure, treat, heal or prevent any
disease or illness. No personal testimonials regarding the beneficial properties of any
product offered by the Company may be made except those found in official Company

11.4 Product/Service Warranty Disclaimer: EXCEPT AS EXPRESSLY MADE BY THE COMPANY

11.5 Purchase for Others: A Seller shall not use another person’s credit card when placing
orders or place an order for a retail customer using the Seller’s credit card or any other
financial information that does not belong to the retail customer. The purchase of
products on behalf of another Seller or retail customer or through another Seller’s or
retail customer’s ID number is prohibited.

No Seller may advance money or promise reimbursement to a prospect in order to
solicit them to purchase products. A Seller may not purchase or sell a retail customer
from or to any other Seller for any reason.

11.6 Retail Pricing: Although the Company provides a suggested retail price as a guideline,
Sellers may sell products at whatever retail price they and their retail customers agree

11.7 Price and Promotions: Sellers may not advertise any of the Company’s products at a
price less than the highest Company-published price of the Company’s products plus
shipping and applicable taxes. No special enticing advertising is allowed, including, but
not limited to, offers of free Seller enrollment, free shipping, or other such offers that
grant advantages beyond those available through the Company.

11.8 Price Changes: Prices for the Company’s products, services and literature are subject to
change without prior notice.

11.9 Holding Applications or Order: Sellers must not manipulate enrollments of new
applicants or purchases of products. All Agreements and product orders must be
promptly submitted to the Company.

11.10 Place of Sale: The integrity of the Company’s marketing plan is built upon person-to-person,
one-on-one, and in-home presentation methods of sale. Except as expressly
permitted herein, Sellers may not promote or sell products or services to or through,
directly or indirectly, any retail store or other fixed retail location, including but not
limited to drugstores, pharmacies, supermarkets, health food stores, flea markets,
swap meets, shopping mall booths and the like. A Seller may sell products through
retail establishments that require membership or appointment, and the products are
demonstrated in person by a third party. Sellers may participate at exhibits, tradeshows
or other public events/conferences by filling out a tradeshow request form and
obtaining prior written approval by the Company.

11.11 Telemarketing/Faxes: The use of automatic dialing machines or boiler room
telemarketing operations or unsolicited telephone calls or facsimiles or broadcast fax
services in connection with the sale of products and/or services of the Company is not
permitted. Sellers must comply with all federal, state and local laws governing
telephone solicitation and/or transmittal of faxes.

11.12 Sales Tax: To ensure compliance with the sales and use tax requirement of each state,
unless required otherwise by state law, the Company will collect and remit all
applicable sales and use taxes on its products, promotional materials, sales aids and
services sold to Sellers. The applicable rate of tax due shall be based on the address to
which the product and/or material is shipped.

11.13 Ordering Methods: All orders submitted to the Company shall have the Seller
Identification Number placed on it to assist the Company in crediting the appropriate
Seller. Any order or contract submitted to the Company that does not include the Seller
Identification Number is subject to potential delay in payment.

11.14 Payment Options: Purchases may be paid by money order, cashier’s check, bank wire
transfer, credit card, fax check, or automatic bank draft/check withdrawal at the
Company’s discretion. Sellers should not copy or retain any credit or banking
information of a retail customer or another Seller. Sellers and retail customers are
responsible for paying the costs of any returned checks plus an administrative fee
charged by the Company, which fee may change at any time based on past payment
history of the retail customer. If an underpayment is made, the order will not be
processed until the full amount is received by the Company. If an over-payment is
made, the Company will process the order and issue a refund check with the order.
Orders will not be processed if cancellation of a credit card is made.

11.15 Shipping and Handling Policy: Payment for products and services shall be made at the
time of order. Materials purchased may not be delivered in advance of any scheduled
service date associated with said materials.

11.16 Product Delivery: Upon clearance of payment, the products, services, promotional
materials and sales aids ordered will be shipped, subject to availability.

11.17 Back Order Policy: The Company will expeditiously ship all products, and materials
currently in stock. Any out-of‐stock items (unless discontinued) will be placed on back
order and be distributed upon the Company’s receiving additional inventory. A Seller
will be charged and granted commissions on back-order items once they are shipped
unless notified of the discontinuance of such product. Back orders may be cancelled
prior to shipment upon a Seller’s request. A Seller may deduct the amount of this
credit from the payment of his or her next order.

11.18 Damaged Goods: The shipping company is responsible for any damage that occurs
after it takes physical custody of the products. Any Seller or a retail customer who
receives damaged goods shipped directly from the Company should follow this

1. Accept delivery;
2. Before the driver leaves, document on the delivery receipt the number of
boxes which seem to be damaged and have the driver acknowledge the
damage in writing;
3. Save the damaged products or boxes for inspection by the shipping agent;
4. Make an appointment with the shipping company to have the damaged
goods inspected; and
5. File a claim with the shipping company.

11.19 Shipping Loss: In the event a Seller or a retail customer does not receive a product
order on a timely basis from the Company, the individual should contact the Sales
Department at the Company. If the Seller or the retail customer knows the identity of
the shipper of the product, he or she may contact the shipper directly and inquire
about the delivery date. The Company is not responsible for any product after it is
transferred to the shipper.

11.20 Inaccurate Delivery: At times a product may be shipped in error by the Company.
Unordered merchandise shipped because of the Company’s error may be returned at
the Company’s expense provided the following steps are taken:

1. The Seller or retail customer notifies the Company within five days of
receipt of the order;
2. A copy of the shipping or packing slip must be enclosed with the proper
forms required by the Company completed and executed by the Seller or
retail customer; and
3. Products must be returned in original containers and must be packed
properly to prevent damage in return shipment.

11.21 Refused Shipments: Should a Seller refuse delivery on any order they have placed with
the Company and such product is subsequently returned to the Company, the
Company shall have the right to place the Seller in suspension pending resolution of
the refusal of delivery. Neither a Seller nor a retail customer shall refuse any shipment
from the Company unless prior approval of the Company has been obtained. If the
Company determines that a valid reason exists for refusing shipment, it will instruct the
Seller or retail customer on the proper procedure for a return.

11.22 Third Party Services: The Company, from time to time, may provide Sellers information
regarding services available to Sellers provided by unaffiliated third parties with
respect to commission processing, debit and credit cards, banking and merchant
accounts and other transactions. In no event shall the Company be liable for the
failure of a Seller to obtain or qualify for such services, the use or misuse of
information provided by Seller to such third party or the suspension or termination of
such services or the withholding of funds by such third party.

§12 – Refund and Return Policies

12.1 General Refunds: Seller agrees to abide by Partner's refund policy with respect to its
products, as set forth in its materials. Seller is not eligible for refund of Company
monthly or annual recurring fees and is only eligible to receive a refund for Company
service initialization and setup fees less a 20% handling fee, if Seller chooses to
terminate the Agreement and return the products or services within 30 days of

12.2 Refunds Upon Termination: A Seller who terminates his or her business relationship
with the Company has the right to return for repurchase on commercially reasonable
terms currently marketable inventory, including product, Company-produced
promotional materials, sales aids and kits in possession of the Seller purchased by the
Seller for resale within 12 months of the date of termination. For purposes hereof,
“reasonable commercial terms” shall mean the repurchase of currently marketable
inventory within 12 months from the Seller’s date of purchase at not less than 90% of
the Seller’s original net cost less appropriate set-offs and legal claims, if any. In
addition, for purposes of this section, products shall not be considered “currently
marketable” if returned for repurchase after the product’s or sales aids’ commercially
reasonable usable or shelf life period has passed; nor shall products or sales aids be
considered “currently marketable” if the Company clearly discloses to the Seller prior
to purchase that the products or sales aids are seasonal, discontinued, or special
promotions and are not subject to the repurchase obligation. The cost of the
Company’s training certification is not refundable after a Seller has been certified.

12.3 Termination Refund Procedure: A written request must be submitted, stating the
reason for the return of inventory and/or sales materials, and accompanied by proof of
payment and a copy of the purchase order form or packing slip. The Company will
instruct the Seller where to ship the product for inventory and verification. Upon
receipt and inspection of the return, the Company will process the appropriate refund.
The Seller must pay the cost of return freight

12.4 Offset of Commissions Upon Refund. All commissions, overrides and/or bonuses paid to
a terminated Seller and his or her Support Team as a result of any product returned must
be repaid to the Company from Sellers receiving such commissions, overrides and/or
bonuses. The Company may deduct such amounts from any commissions or other
amounts owed to such Sellers.

12.5 Right to Cancel. A purchaser has the right to cancel a purchase within a minimum of
three days from the date of the sale and receive a full refund. Two copies of the
Company’s order form must be given to the purchaser with every sale. In addition,
Sellers must orally inform the purchaser of the three-day right to cancel at the time the
buyer purchases the products.

§13 – Dispute Resolution and Disciplinary Proceedings

13.1 Disciplinary Sanctions: Violation of the Agreement, these Policies and Procedures, violation of
any common law duty, including but not limited to any applicable duty of loyalty, any illegal,
fraudulent, deceptive or unethical business conduct, or any act or omission by an Seller that, in
the sole discretion of the Company may damage its reputation or goodwill (such damaging act
or omission need not be related to the Seller’s Onyx Energy business), may result, at the
Company's discretion, in one or more of the following corrective measures:

a) Issuance of a written warning or admonition;
b) Requiring the Seller to take immediate corrective measures;
c) Imposition of a fine, which may be withheld from bonus and commission
d) Loss of rights to one or more bonus and commission checks;
e) The Company may withhold from a Seller all or part of the Seller’s bonuses and
commissions during the period that the Company is investigating any conduct
allegedly violating the Agreement. If a Seller’s business is canceled for
disciplinary reasons, the Seller will not be entitled to recover any commissions
withheld during the investigation period conduct;
f) Suspension of the individual’s Seller Agreement for one or more pay periods;
g) Permanent or temporary loss of, or reduction in, the current and/or lifetime
rank of a Seller (which may subsequently be re-earned by the Seller);
h) Transfer or removal of some or all of a Seller’s downline Sellers from the
offending Seller’s downline organization.
i) Involuntary termination of the offender’s Seller Agreement;
j) Suspension and/or termination of the offending Seller’s Onyx Energy
website or website access;
k) Any other measure expressly allowed within any provision of the Agreement or
which the Company deems practicable to implement and appropriate to
equitably resolve injuries caused partially or exclusively by the Seller’s policy
violation or contractual breach;
l) In situations deemed appropriate by the Company, the Company may institute
legal proceedings for monetary and/or equitable relief.

13.2 Grievances and Complaints When a Seller has a grievance or complaint with another
Seller regarding any practice or conduct in relationship to their respective Onyx Energy
businesses, the complaining Seller should first report the problem to their Sponsor
who should review the matter and try to resolve it with the other party's upline
sponsor. If the matter involves interpretation or violation of Company policy, it must
be reported in writing to the Seller Services Department at the Company. The Seller
Services Department will review the facts and attempt to resolve it.

13.3 Attorneys' Fees. The Company shall be entitled to its cost and expenses, including
reasonable attorneys' fees, in enforcing its rights under this Agreement.

13.4 Mediation Prior to instituting an arbitration, the parties shall meet in good faith and
attempt to resolve any dispute arising from or relating to the Agreement through
nonbinding mediation. One individual who is mutually acceptable to the parties shall
be appointed as mediator. 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 attorneys’ fees, costs, and
individual expenses associated with conducting and attending the mediation.
Mediation shall be held in the City of Madras, Oregon, and shall last no more than two
business days.

13. 5 Arbitration: In consideration of (1) Seller's independent contractor relationship with the
Company, (2) the Company's promise to arbitrate all disputes with Seller except as
expressly set forth herein, (3) Partner's promise to arbitrate all disputes with Seller, and
(4) Seller's receipt of compensation from the Company, the Company and Seller agree
to arbitrate any disputes between them that might otherwise be resolved in a court of
law, and agree that all such disputes only be resolved by an arbitrator through final and
binding arbitration, and not by way of court or jury trial, except as otherwise provided
herein or to the extent prohibited by applicable law. Seller acknowledges that this
Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1et seq., and evidences
a transaction involving commerce.

1) Scope of Arbitration Agreement

a) Disputes which the Company and Seller agree to arbitrate include, without
limitation, any disputes arising out of or relating to interpretation or
application of this Agreement and disputes regarding Seller's independent
contractor relationship with the Company or its Partners (or termination
thereof), including without limitation any claims by the Seller against Partner.
Nothing in this Agreement shall be deemed to preclude or excuse a party from
bringing an administrative claim before any agency if legally required to fulfill
that party's obligation to exhaust administrative remedies before making a
claim in arbitration.

b) By signing below, Seller expressly agrees to waive any right to pursue or
participate in any dispute on behalf of, or as part of, any class or collective
action. Accordingly, to the extent permitted by law, no dispute by the parties
hereto shall be brought, heard or arbitrated as a class or collective action, and
no party hereto shall serve as a member of any purported class, or collective
proceeding, including without limitation pending but not certified class actions
("Class Action Waiver"). Seller understands and acknowledges that this
Agreement affects Seller's ability to participate in class or collective actions.
The Company and Seller expressly agree that any disputes regarding the
validity or enforceability of the Class Action Waiver may only be resolved by a
civil court.

c) By signing below, Seller expressly agrees to waive any right to pursue or
participate in any dispute on behalf of, or as part of, any representative action,
including without limitation any private attorney general action under the
Labor Code, except to the extent such waiver is expressly prohibited by law.
Accordingly, no dispute by the parties hereto shall be brought, heard or
arbitrated as a representative action, and no party hereto shall serve as a
member of any purported representative proceeding, including without
limitation any private attorney general action under the Labor Code
("Representative Action Waiver"). Seller understands and acknowledges that
this Agreement affects Seller's ability to participate in representative actions.
The Company and Seller expressly agree that any disputes regarding the
validity or enforceability of the Representative Action Waiver may only be
resolved by a civil court of competent jurisdiction and not by an arbitrator. In
any case in which (a) a party files a dispute as a representative or private
attorney general action, and (b) a civil court of competent jurisdiction finds all
or part of the Representative Action Waiver invalid or unenforceable, then
such elements of the dispute for which the court determined that the
Representative Action Waiver was unenforceable shall be permitted to
proceed in a court of competent jurisdiction, but any remaining portion of the
dispute must still be resolved in arbitration, including any individual claims or
grievances (and in no event shall an arbitrator have authority to arbitrate any
class, collective, representative, or private attorney general action).

d) To the extent any court allows the pursuit of a representative action or private
attorney general proceeding, notwithstanding the Class Action Waiver or
Representative Action Waiver, then to the fullest extent permitted under
applicable law, before Seller may proceed with such action in court, Seller
agrees that an arbitrator must first determine, in accordance with the terms
herein, whether, and to what extent, Seller is an aggrieved person for purposes
of such representative or private attorney general claims, and Seller further
agrees that, to the fullest extent permitted under applicable law, Seller may
only pursue individual remedies associated therewith through arbitration on
the terms set forth herein.

e) The Company and Partner may lawfully seek enforcement of this Agreement
and the Class Action Waiver and Representative Action Waiver under the
Federal Arbitration Act, and may seek dismissal of such claims.

f) This Agreement does not prohibit Seller from pursuing claims that are
expressly excluded from arbitration by statute or applicable law. However, I
expressly acknowledge and agree that such permitted agency claims do not
include claims under California Labor Code Section 98 et seq., which must be
arbitrated in accordance with the provision of this Agreement.

g) Applicability.

i) Partner and Seller agree to arbitrate all disputes between them in
accordance with Section 12(a), subsections (1)-(6), and Section 12(b).
ii) With regard to disputes between Company and Seller, Company and

2) Seller reserves the right to seek judicial intervention on disputes relating to the
ownership, validity, use or registration of any trademark, service mark, copyright,
or other intellectual property or Confidential Information of the Company without
the Company's prior written consent. The Company may seek any applicable
remedy in any applicable forum with respect to these disputes. In addition to
monetary damages, the Company may obtain injunctive relief against a Seller for
any violation of the Agreement or misuse of the Company's trademarks, copyrights
or Confidential Information.

a) Injunctive Relief.

i) Company and Seller agree to arbitrate all disputes between them in
accordance with Section 12(A), subsections (1)-(6), and Section 12(b).
ii) With regard to disputes between Company and Seller, Company and Seller
reserves the right to apply to and obtain from any court having jurisdiction
a writ of attachment, a temporary injunction, preliminary injunction
and/or other injunctive or emergency relief available to safeguard and
protect the party's interests prior to the filing of or during or following any
arbitration or other proceeding or pending the handing down of a decision
or award in connection with any arbitration or other proceeding.

b) Nothing contained herein shall be deemed to give an arbitrator any authority,
power or right to alter, change, amend, modify, add to, or to subtract from any
of the provisions of the Policies and Procedures, Compensation Plan or this

c) Any modification of this arbitration provision shall not apply retroactively to
any dispute which arose or which the Company had notice of before the date
of modification.

3) Arbitration Procedure.

a) A demand for arbitration must be in writing and delivered by hand, overnight
delivery or first class mail to the other party or parties within the applicable
statute of limitations period. Any demand for arbitration made to the Company
shall be provided to its registered office in the state of Oregon at 380 SW 5th
Street #226, Madras, OR 97741.

b) The parties agree to select a neutral arbitrator ("Arbitrator") by mutual
agreement. If the parties cannot agree on selection of the Arbitrator, either
party may apply to a court of competent jurisdiction for appointment of a
neutral arbitrator in accordance with this agreement.

c) Each party will pay the fees for his, her, or its own attorneys, subject to any
remedies to which that party may later be entitled under applicable law.
Where required by law, the Company will pay the Arbitrator's and arbitration
fees. Otherwise, such fee(s) will be apportioned between the parties by the
Arbitrator in accordance with such applicable law.

d) In arbitration, the parties will have the right to conduct civil discovery, bring
motions, and present witnesses and evidence as provided by the forum state's
procedural rules applicable to court litigation as interpreted and applied by the
arbitrator. Within 30 days of the close of the arbitration hearing, or at such
other time as determined by the Arbitrator, any party will have the right to
prepare, serve on the other party and file with the Arbitrator a brief.

e) The Arbitrator will issue a decision or award in writing, stating the essential
findings of fact and conclusions of law. The Arbitrator may award any party any
remedy to which that party is entitled under applicable law. Except as may be
permitted or required by law, as determined by the Arbitrator, the Company
and Seller agree that neither a party, nor the Arbitrator, may disclose the
existence, content, or results of any arbitration hereunder without the prior
written consent of all parties.

f) By signing below, Seller acknowledges and agrees that Seller is executing this
Agreement, including this arbitration provision, voluntarily and without any
duress or undue influence by the Company or anyone else. Seller has carefully
read the provisions of this Agreement and understands the terms,
consequences, and binding effect of these provisions, including that Seller is
waiving any right to a jury trial. Seller further acknowledges that Seller has
been provided an opportunity to seek legal counsel of Seller's choosing before
executing this Agreement.

g) This arbitration provision represents the full and complete agreement between
the Company and Seller relating to the resolution of disputes arising under this

4) Intended Third-Party Beneficiary. Company is an intended third-party beneficiary of
this Agreement. It is expressly agreed to and understood by the parties that this
Agreement confers rights and remedies upon, including the right to enforce the
terms of the Agreement. Seller understands and agrees that Seller's breach of this
Agreement may aggrieve, injure, and damage.

13.6 Governing Law, Jurisdiction, and Venue. Jurisdiction and venue of any matter not
subject to arbitration shall reside exclusively in Jefferson County, State of Oregon. The
Federal Arbitration Act shall govern all matters relating to arbitration. The law of
the State of Oregon shall govern all other matters relating to or arising from the

a) Louisiana and Montana Residents Only. Louisiana residents may bring an action
against the Company with jurisdiction and venue as provided by Louisiana law.
A Montana resident may cancel this Agreement within 15 days of the date of
enrollment and may return the business kit for a full refund within such time.

§14 – General Provisions

14.1 Indemnity Agreement: By accepting the Agreement, each Seller agrees to indemnify and
hold harmless the Company, its partners, members, managers, shareholders, officers, directors,
employees, agents and successors in interest from and against any claim, demand, liability, loss,
cost or expense including, but not limited to, court costs and attorneys’ fees, asserted against or
suffered or incurred by any of them, directly or indirectly, arising out of or in any way related to
or connected with allegedly or otherwise, the Seller’s (i) activities as an Seller including,
without limitation, any unauthorized representations made by Seller;; (ii) breach of the terms of
the Agreement or the Policies and Procedures; and/or (iii) violation of or failure to comply with
any applicable federal, state or local law or regulation. The Company shall have the right to
offset any amounts owed by Seller to the Company (including, without limitation, the repayment
of commissions as a result of refunds) against the amount of any commissions or bonuses owed
to Seller.

14.2 No Liability: The Company is not responsible for interrupted, inaccessible or unavailable
networks, servers, satellites, Internet service providers, websites, or other connections; or for
miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or
cable transmissions; or for any technician malfunctions, failures or difficulties. To the extent
permitted by law, the Company shall not be liable for and each Seller releases the Company
from, and waives all claims for any loss of profits, indirect, direct, special or consequential
damages or any other loss incurred or suffered by an Seller as a result of (i) the breach by an
Seller of the Agreement and/or the terms and conditions of the Policies and Procedures; (ii) the
operation of the Seller’s business; or (iii) the failure to provide any information or data
necessary for the Company to operate its business, including, without limitation, the enrollment
and acceptance of an Seller into the Compensation Plan or the payment of commissions and

14.3 Record keeping: The Company encourages all its Sellers to keep complete and accurate records
of all their business dealings.

14.4 Force Majeure: The Company shall not be responsible for delays or failure in performance
caused by circumstances beyond a party’s control, such as acts of terrorism, natural disasters,
strikes, labor difficulties, fire, war, acts or omissions of third parties, disruptions in
communication systems, government decrees or orders or curtailment of a party’s usual

14.5 Violations: It is the obligation of every Seller to abide by and maintain the integrity of the
Policies and Procedures. If a Seller observes another Seller committing a violation, he or she
should discuss the violation directly with the violating Seller. If the Seller wishes to report such
violation to the Company, he or she must follow the Company’s reporting procedures.

14.6 Amendments: The Company reserves the right to amend the Agreement, Policies and
Procedures, its retail prices, product and service availability and type and the Compensation Plan
at any time as it deems appropriate, without prior notice, at any time. Amendments will be
communicated to Sellers through official Company publications, including posting on the
website, social media or by electronic e‐mail. Amendments are effective and binding on all
Sellers five days after publication as applicable. A Seller’s continued purchasing of products or
accepting of commissions shall be deemed acceptance of the amendments. In the event of any
conflict between the original documents or policies and any such amendment, the amendment
will control.

14.7 Non-Waiver Provision: All rights, powers and remedies given to the Company are cumulative,
not exclusive and in addition to any and all other rights and remedies provided by law. No failure
of the Company to exercise any power under these Policies and Procedures or to insist upon
strict compliance by an Seller with any obligation or provision herein, and no custom or
practice of the parties at variance with these Policies and Procedures, shall constitute a
waiver of the Company’s right to demand exact compliance with these Policies and Procedures.

The Company’s waiver of any particular default by an Seller shall not affect or impair the
Company’s rights with respect to any subsequent default, nor shall it affect in any way the
rights or obligations of any other Seller. No delay or omissions by the Company to exercise any
right arising from a default affect or impair the Company’s rights as to that or any subsequent
default. Waiver by the Company can occur only in writing by an authorized officer of the

14.8 Arbitration: Certain disputes with respect to this Agreement and these Policies and Procedures
will be subject to arbitration policies set forth in §12 – Dispute Resolution and Disciplinary
Proceedings, of this Agreement.

14.9 No Class Action: In consideration of the right to become a Seller, each Seller expressly waives
and disclaims any right to bring any claim or action in any and all forums as a class action. No
Seller may serve as the class representative or as a member of a class in litigation or in any other
proceeding adverse to the Company or any of its affiliates or any other Seller.

14.10 Entire Agreement: This Agreement, the Policies and Procedures and the Compensation Plan (all
of which are incorporated herein by reference), constitute the entire agreement between Seller
and the Company, supersede all prior agreements and no other promises, representations,
guarantees, or agreements of any kind shall be valid unless in writing and signed by both parties.
In the event of any conflict during the terms of this Agreement and the Policies, the Policies shall

14.11 Severability: If under any applicable law or rule of any applicable jurisdiction, any provision of
the Agreement is held to be invalid or unenforceable, the remainder of the Agreement will be
interpreted as best to effect the intent of the parties hereto. The remaining provisions of the
Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from the Agreement.


Furthermore, it is agreed that any damages to a Seller shall not exceed, and is hereby expressly
limited to, the amount of unsold programs, services and/or products of the Company owned by
the Seller and any commissions owed to the Seller.

14.13 Notice: Any communication, notice or demand of any kind whatsoever, which either the Seller or
the Company may be required or may desire to give or to serve upon the other shall be in
writing and delivered either (i) by electronic communication (whether by email or telecopy,
(ii) personally or by same day local courier services or overnight express delivery services; or (iii)
by registered or certified mail, postage pre-paid, return receipt requested, or by personal service
or overnight courier service. Notices delivered personally, by overnight express delivery service
or by local courier service shall be deemed given as of actual receipt. Mailed notices shall be
deemed given three Business Days after mailing. “Business Day” means any Monday through
Friday other than any such day which, in the State of Oregon, is a legal holiday or a day on which
banking institutions are authorized or required by law or regulation to close. Any such
communication, notice or demand shall deemed to have been given or served on the date
personally received by personal service or overnight courier service, on the date of confirmed
dispatch if by electronic communication, or on the date shown on the return receipt or the other
evidence if delivery is by mail. Any party may change its address for notice by giving written
notice to the other in the manner provided in this Section.

14.14 Survival: Any provision of the Policies, which, by its terms, is intended to survive termination or
expiration of the Agreement, shall so survive, including, without limitation, the arbitration,
non-competition, non-solicitation, trade secrets and confidential information covenants
contained in the Policies.

14.15 Offset: The Company shall have the right to offset any amounts owed by a Seller to the Company
(including, without limitation, fees charged in connection with the payment of commissions and
amounts owed as a result of product refunds) against the amount of any commissions or
bonuses owed to the Seller.

14.16 Injunctive Relief: Seller agrees that upon a breach of this Agreement that the Company will be
immediately and irreparably harmed and cannot be made whole solely by monetary damages.
Seller agrees that the remedy at law for any breach of any provision of this Agreement shall be
inadequate and that, in addition to any other remedies, in law or in equity, it may have, the
Company shall be entitled, without the necessity of proving actual damages, to temporary and
permanent injunctive relief to prevent the breach of any provision of this Agreement and/or to
compel specific performance of this Agreement.


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Signed by Rick Weston
Signed On: April 3, 2024

Signature Certificate
Document name: Seller User Application, Agreement, and Policies and Procedures
lock iconUnique Document ID: f21d45677143a77d4bee59fd65171ed27a7a8106
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August 11, 2023 11:25 am PDTSeller User Application, Agreement, and Policies and Procedures Uploaded by Rick Weston - IP