MEMBER AGREEMENT

This Member Agreement is made and entered into by and between you and Atomy America, Inc. (the “Company”). This Member Agreement, including the Appendices, as amended from time to time, the “Member Agreement” or “Agreement”, governs your participation as a Member (as herein defined) in the Company’s Marketing Plan (as herein defined).

Please read this Agreement carefully before you apply to be a Member with the Company. By applying to be a Member, you accept and agree to be bound and abide by this Agreement and any documents incorporated herein by reference.

In the event you violate any provision of this Agreement, the Company has the right to restrict, suspend, or terminate your Membership (as herein defined).

The Company reserves the right to amend or modify this Agreement from time to time, and you are responsible for staying informed and up-to-date with any on-going information provided by the Company to its Members as communicated through the Company’s website or other appropriate channels as determined by the Company.

ARTICLE I
GENERAL PROVISIONS

Section 1.01. Purpose. The purpose of this Agreement is to establish a consistent and appropriate sales and distribution culture, as well as to promote mutual prosperity of the Company and its Members, through compliance with this Agreement regarding the sale and distribution of products of the Company (“Product(s)”).

Section 1.02. Scope of Application. This Agreement is applicable to all Members, except as otherwise provided in other written agreements signed by the Company and the relevant Members.

Section 1.03. Definitions. For purposes of this Agreement, the following terms have the following meanings:

“Dealership” or “Rank” refers to a system of classification of Members established by the Marketing Plan for calculation of general commission. Under this system, a Member can be either a non-ranking Member, a Sales Representative, an Agent, a Special Agent, a Dealer, or an Exclusive Distributor, based on the level of their accumulative PVs and/or their Partners’ PVs.

“Marketing Plan” means the marketing plan set out in Appendix 2, as amended or modified by the Company, at its discretion, from time to time.

“Mastership” refers to an additional system of classification of certain qualified Members, established by the Marketing Plan for calculation of additional commission. Under this system, a qualified Member can be either a Sales Master, a Diamond Master, a Sharon-Rose Master, a Star Master, a Royal Master, a Crown Master, or an Imperial Master, based on their Dealership level or their Partners’ Dealership level.

“Member” means an individual who applies and is approved by the Company to participate in the Marketing Plan subject to the provisions of this Agreement.

“Membership” of a Member means such Member’s right to participate in the Marketing Plan subject to the provisions of this Agreement.

“Partner” or “Partners” of a Member means (i) an individual or individuals who such Member has directly sponsored during their application to become Members and who the Company has approved, and (ii) all subsequent Partners of such directly-sponsored Partner(s).

“PV” or “Point Value” means a unit of measurement for marketing and compensation purposes as established by the Marketing Plan.

“Sponsor” or “Sponsors” of a Member means (i) an individual who has directly sponsored such Member during such Member’s application to become a new Member of the Marketing Plan, and (ii) all existing Sponsors of such individual.

“Ethics Committee” means the committee established by the Company pursuant to Article VI.

ARTICLE Ⅱ
MEMBER APPLICATION AND REGISTRATION

Section 2.01. Qualification. Unless otherwise disqualified under Section 2.02, any legal U.S. resident, 18 years of age or older, may apply to be a Member by submitting certain information as required by the Company.

Section 2.02. Disqualification.

The following are not qualified to apply as a Member:

1. (a) Non-individual entities (such as corporations, limited liability companies, partnerships, trusts, etc.),
2. (b) Shareholders or employees of the Company and/or its affiliates,
3. (c) Individuals under 18 years of age at the time of application, and
4. (d) Individuals recognized as legally incompetent or incapable of giving legal consent.

Section 2.03. Application and Registration of New Members.

1. (a) Only legal U.S. residents can apply to be Members. Non-U.S. residents must apply through the Company’s Global Registration process.
2. (b) All potential Members must apply using their legal names. The Company shall deny or otherwise nullify any application submitted using an alias name (i.e., a name used to conceal one’s identity) upon discovery.
3. (c) All potential Members may apply upon receiving sponsorship from existing Members and apply for Membership with valid personal identification.
4. (d) If the requirement for personal verification of identity cannot be met during registration, an applicant may submit additional documents through official U.S. certified mail or e-mail to meet this requirement.
5. (e) Married Couples and Couples in Common-Law Marriage:
   1. (i) For married couples and couples in a common-law marriage who apply for Membership, only one shared membership number will be issued for each couple. The Company shall designate one spouse as the main Member (“Primary Member”) and the other as the secondary Member (“Secondary Member”). Changes to such designation can only be made upon the Company’s receipt of a “married couple change agreement form” signed by both spouses.
   2. (ii) The Company shall pay commissions under this Agreement to the Primary Member only. However, the Secondary Member may participate and receive benefits under the Marketing Plan as a spouse of the Primary Member.
   3. (iii) If two existing Members with a Mastership level of Sales Master or higher become legal spouses, the Company may allow such Members to continue their separate Memberships.
   4. (iv) If the Primary Member withdraws under Section 6.02, the Company shall consider the Secondary Member also withdrawn.
   5. (v) In the event of a divorce, the Membership shall be transferred to the Primary Member while the Membership of the Secondary Member shall be considered expired under Section 6.01 of this Agreement on the effective date of the divorce. However, the Company may instead transfer the existing Membership to the Secondary Member (and consider the Membership of the Primary Member expired) if the Company receives a request for such change in writing signed by both divorcing spouses.
   6. (vi) In the event of a Member’s death, the Company at its discretion may transfer the Membership to such Member’s spouse or domestic partner upon request.

Section 2.04. Approval by Company. The approval for Membership for each applicant is at the sole discretion of the Company. Upon the Company’s issuance of a unique membership number (ID) to an applicant, such applicant becomes a Member and such applicant’s Membership becomes effective.

Section 2.05. Member Information. During registration, each applicant shall submit accurate and complete information as requested by the Company. Members are responsible for any errors or omissions in the information they submitted to the Company during registration. Furthermore, Members shall timely notify the Company of any changes in such information and any additional information submitted to the Company from time to time. Members are fully responsible for any liability or damages resulting from failure to notify the Company of changes in the submitted information. A registered name of a Member shall not be changed, except in the following circumstances: change due to inheritance; change due in marital status; or legal name change.

ARTICLE III
MEMBER OBLIGATIONS

Section 3.01. Members as Independent Contractors. The relationship between each Member and the Company is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business trust, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between any Member and the Company. Each Member shall have no authority to contract for or bind the Company in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.

Section 3.02. Duty to Know and Communicate Accurate Information. Each Member shall carefully review the terms, conditions, and requirements of the Company, and product information as provided by the Company. Each Member shall accurately communicate product information as officially provided by the Company.

Section 3.03. Duty for Ethical Sales Activities. Each Member shall engage in sales activities according to the Company’s terms and conditions. Each Member agrees that they have accurate information and confidence in the Company’s products after personally using such products. Each Member must faithfully comply with applicable laws and this Agreement. Additionally, each Member must leave their contact information with their Partners in addition to the consumers to whom they have sold Products.

Section 3.04. Duty for Continuing Education and Sponsorship. All Members, as they receive compensation for on-going education and support for their Partners, are responsible for continuously and adequately training, educating, and managing their Partners. Furthermore, education corresponding to rank advancement should be conducted.

Section 3.05. Duty regarding Taxes. Each Member acknowledges that they may, as applicable, receive an IRS Form 1099 from the Company, and that they shall be solely responsible for all federal, state, and local taxes regarding any compensation received from the Company in connection with the sale of the Products and other Company-related activities. Each Member acknowledges that they will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on such Member’s behalf. Each Member shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.

Section 3.06. Duty to Comply with Applicable Laws. Each Member shall comply with all applicable laws, this Agreement, and any additional rules or policies established by the Company from time to time.

ARTICLE IV
PROHIBITED ACTIONS OF MEMBERS AND TERMINATION OF MEMBERSHIP

Section 4.01. Registration of Members or Partners without Consent. A Member shall not cause another individual to be registered as their Partner without such individual’s written consent.

Section 4.02. Prohibition of Alias Registration and Inducement.

1. (a) The Company shall not accept or otherwise allow any claim of rights or benefits related to any application and registration for Membership which contains an alias name. Each Member shall not claim rights or benefits on behalf another person. The Company shall not accept or otherwise allow any claim of rights or benefits by a Member on behalf of another person.
2. (b) A Members shall not directly or indirectly propose or induce a former Member or another existing Member to withdraw or otherwise change their Membership with the intent to re-register as a Member with another group of Sponsors.
3. (c) If the Company determines that a registration has been submitted on behalf of an individual without their consent (an “Alias Registration”) and such Alias Registration remains in effect for more than one (1) year, the Member creating such Alias Registration may be subject to a compensation suspension (a hold on compensation payment) for a period of three (3) months to one (1) year and/or other disciplinary sanctions as determined by the Company at its sole discretion. However, if the Member whose consent is required for the Alias Registration subsequently provides the required consent and requests such disciplinary sanctions be nullified, the Company shall consider such request on a case-by-case basis.
4. (d) When a Member is promoted to a Mastership level above the Sales Master level, a compliance verification will be conducted, and if a violation is found, disciplinary sanctions may be imposed at the Company’s discretion.

Section 4.03. Registration of Disqualified Individuals. Members shall not cause individuals who are disqualified under Section 2.02 to be registered as Members.

Section 4.04. Coercion of Member Registration or Sales Contract. Members shall not coerce or otherwise cause any other party to enter into an agreement for a contract regarding the sale of Products without their consent. Members shall not obstruct the withdrawal and/or request for withdrawal of any party’s application or termination of the contract by exerting pressure or force.

Section 4.05. Dissemination of False or Exaggerated Facts. Members must not convey false or exaggerated facts or use deceptive methods to induce transactions with the other party or provide false information about the price, quality, etc. of the product. Members cannot present personal and/or arbitrary interpretations or opinions beyond the official statements of the Company. Members shall not slander or denigrate other companies’ businesses (marketing plans, sales methods, products, etc.).

Section 4.06. Acts Imposing Burdens and Obligations. Members shall not engage in acts that impose burdens or impose obligations on registered Members or potential Members.

Section 4.07. Acts Related to Withdrawal of Application. Members must not engage in the following acts:

1. (a) Damaging part of a Product or changing any Member’s personal information, including but not limited to their address, phone number, etc. to obstruct their withdrawal or to suppress returns of Products, or intentionally inducing delays in Product usage to discourage returns;
2. (b) Returning or exchanging Products without the applicable customer’s consent;
3. (c) Intentionally returning Products and simultaneously withdrawing with the intent to re-register oneself or others with another group of Sponsors, or inducing others to do so; or
4. (d) Organizing mass returns by intentionally causing returns from other Members and group returns.

Section 4.08. Excessive Purchasing or Coercion.

1. (a) Members must not unilaterally cause Products to be delivered to another party and demand payment without the other party’s consent, especially when such party is their Partner.
2. (b) Members must not excessively purchase products or coerce their Partners to do so for the purpose of their own’s promotion or their Sponsors’ promotion.
3. (c) Members must not use phone calls, facsimile transmissions, online or electronic communications, etc., to force another party to purchase Products when the other party has already indicated that they do not intend to purchase Products.

Section 4.09. Impersonation of Company Employees and Monopoly Rights. Each Member acknowledges and agrees that such Member is an independent contractor and is not in an employment, partnership, or other business relationship with the Company. Each Member shall not represent or impersonate the Company or its employees in any way. Each Member shall not impersonate the Company’s Products as products from other companies, or falsely claim to have exclusive sales rights or regional monopolies. Each Member shall not engage in activities that allow non-registered individuals to participate as Members.

Section 4.10. Negligence in Excessive Advertising and Information Dissemination. Members must not provide false or exaggerated information regarding the Products and the Company’s Marketing Plan. After selling a Product to a purchaser, the Member must neither sever contact nor neglect their after-sales responsibilities with such purchaser.

Section 4.11. Deceptive Promotion; Sales Inducement. Members must not promote the Marketing Plan using any false or misleading information or deceptive means, or induce others to apply for Membership by claiming that they can make money quickly just by recruiting other people. They must not induce sales from individuals who are unable to engage in reasonable business activities.

Section 4.12. Use of Members’ Personal Information. Members must not use consumer or Member information for purposes other than those specified in the Company’s terms and conditions, such as Product delivery and payment settlement related to Member activities.

Section 4.13. Advertising through Mass Media and Sales Activities.

1. (a) Prohibition of Company Advertising through Mass Media or Print Production
   1. (i) Members must not advertise Company-related matters or market Products in the public and/or in social media without prior approval from the Company.
   2. (ii) Members must not use, produce, distribute, or sell the Company’s intellectual properties, including trade name, logo, etc. without prior approval from the Company.
   3. (iii) Members must not affix the Company’s name, logo, etc. (including franchise cards and posters) to their personal premises, business premises or vehicles without prior approval. They must not use the Company’s product names and logos on contact numbers, or any personal items or belongings without the Company’s prior approval.
   4. (iv) Members must not photograph, record (audio or video), or publicly disclose, disseminate, post, or use in any way the contents of any and all lectures and educational materials within the Company’s system without prior approval from the Company (including internet bulletin boards, blogs, social media, various print materials, video recording media) without the consent or approval of the Company.
   5. (v) Modifying, falsifying and/or utilizing the information provided through the Company’s official website is prohibited.
2. (b) Prohibition of Product Display and Sales
   1. (i) Members must not display or sell Products in stores, event venues, street vendors, offices, vehicles, and other business facilities. Members must not supply Products to such facilities or encourage facility installation or recommend the installation of such.
   2. (ii) All Members of the Company must purchase products directly from the Company, and they must not supply products to individuals who intend to purchase them for resale.
3. (c) Prohibition of Product Modification and Repackaging
   1. (i) Members cannot add, modify, or delete the contents of the products provided by the Company, and cannot open or damage the packaging of the products for sale.
   2. (ii) Members must not add, modify, or delete the labels or information stated on the products and their packaging, and they must not open or damage the packaging for sale. Furthermore, Members cannot distribute products supplied by the Company in a manner that deviates from the Company’s marketing plan or sales methods.
4. (d) Prohibition of Web-Related Activities
   1. (i) Without the Company’s consent, Members must not use the Company’s name or logo that may be mistaken for the Company’s official website, and Members cannot in any way replicate the Company’s website for personal use and gain.
   2. (ii) Members must not exaggerate or misrepresent information about the Company’s business with unverified or insufficient information.
   3. (iii) Members must not send advertising emails or other materials using the Company’s name or trademark without obtaining the consent of the parties involved.
   4. (iv) Members must not engage in activities to recruit a large number of unspecified individuals through the internet and other mobile or electronic platforms.
   5. (v) Members must not disclose the personal information of themselves, their Sponsors, or Partners (including usernames, passwords, contact information, etc.) to third parties.
   6. (vi) Unauthorized sales activities using the internet and mobile platforms without the prior consent or approval of the headquarters are prohibited (resellers).

Section 4.14. Abuse of Seniority and Negligence in Continuing Education/Training Obligations. Each Member shall not use their membership seniority to make demands on their Partners or slander the qualifications of their Partners in a public manner. Each Member must actively engage in education and sincere support activities for their Partners, and they must not passively observe incorrect business practices or engage in activities where they only receive compensation.

Section 4.15. Defamation of the Company and Members. Members must not publicly or privately engage in intentional defamation and/or slander of the Company or other Members, even if they are conveying factual information that may damage the reputation of the Company or other Members.

Section 4.16. Transfer or Assignment of Membership Rights. Under no circumstances should Members verbally transfer or assign their membership qualifications, or sell membership rights or positions to others.

Section 4.17. Non-performance of Cash Transactions and Product Delivery. Members must not engage in cash transactions without any Product transactions or engage in disguised cash transactions or facilitate such transactions through the use of the organization. Members must promptly deliver the products after each sale and confirm their delivery. They must provide and/or explain usage instructions related to the products to the purchasers.

Section 4.18. Disputes between the Company and Members. Members must not engage in the following actions:

1. (a) Actively obstructing work by insisting on personal exceptions or demands, despite the Company’s terms and conditions.
2. (b) Engaging in inappropriate behavior, verbal violence, or physical violence (including actions through phone calls, text messages, documents, emails, social media, etc.) in all business spaces (Company, centers, event venues, etc.).
3. (c) “Verbal violence” refers to acts that insult or cause discomfort to others through vulgar or offensive words, terms, speech, intonation, or actions that create a sense of intimidation or coercion.
4. (d) Engaging in disputes between Members, regardless of reasons, related to fraudulent use of cash or credit cards, and causing disputes between Members.

Section 4.19. Formation of Groups within the Organization. Members shall not form groups within the sales organization for other purposes not approved by the Company, Members shall not publicly use separate designations, or prioritize group objectives over the Company’s sales objectives.

Section 4.20. Indiscriminate Harassment of Other Members. Members must not demand disciplinary sanctions against other Members without concrete evidence and must not submit falsified group petitions.

Section 4.21. Unethical Business Practices. Each Member shall not engage in unethical business practices. If any Member’s personal behavior negatively affects other Members or the Company’s business or culture, or tarnishes the Company’s image, the Company may terminate such Member and take other measures. If a Member submits false documents related to Member registration and sales, the Company may impose disciplinary sanctions.

Section 4.22. Misappropriation of Cash. Members must not replace another Member’s cash sales with their own or others’ cards and utilize cash. Depending on the severity of the case, the Company may suspend or terminate the membership.

ARTICLE V
OPERATION OF ETHICS COMMITTEE AND QUALIFICATION SUSPENSION

Section 5.01. Operation of Ethics Committee. The Company hereby establishes an Ethics Committee (the “Ethics Committee”) to prevent violations of applicable laws and breaches of this Agreement and to establish a proper business culture and prevent potential harm to Members. The Ethics Committee, consisting of at least five members, shall be composed of the Company’s employees and Members.

The sequence of disciplinary proceedings is as follows:

1. (a) Submission of materials with evidence of the violation.
2. (b) Response and submission by the violating Member of supporting documents.
3. (c) Fact-finding and investigation.
4. (d) Notification of the determined sanctions to the Member in violation in writing.

At the Company’s discretion, the Member may be subject to temporary suspension during the review period before a final decision is reached. Once the disciplinary sanctions are determined, the Company will notify the Member in violation or post the disciplinary sanctions via email or text message. If no objection is filed within seven calendar days from the date of notification, it is deemed that the Member has accepted the decision.

Members have an obligation to cooperate sincerely with the Ethics Committee’s deliberations, and failure to comply with any investigation or attempts to disrupt the deliberations may result in additional disciplinary sanctions. The Members subject to disciplinary sanctions must comply with the decisions of the Company.

Members must comply with the Global Code of Ethics (attached as Appendix 5 herein). However, applicable rules, regulations, and laws must also be taken into consideration.

Section 5.02. Types of Disciplinary Sanctions.

1. (a) Termination of Qualification: Loss of Membership status.
2. (b) Suspension of Commission Generation: Commission is forfeited for a certain period of time to be determined on a case-by-case basis, by the Company.
3. (c) Suspension of Membership: Membership status is suspended for a certain period of time to be determined on a case-by-case basis.
4. (d) Suspension of Commission Payment: Commission earned during a certain period is not paid (to be paid in bulk upon release).
5. (e) Warnings: Given for minor violations of this Agreement without intentional misconduct. Members must complete supplemental education required by the Company if such education is required as part of the sanction.

Section 5.03. Warning and Caution. If a Member breaches this Agreement and accumulates two or more warnings, additional disciplinary sanctions may be applied at the Company’s discretion.

ARTICLE VI
EXPIRATION, WITHDRAWAL, SUSPENSION, AND TERMINATION OF MEMBERSHIP

Section 6.01. Expiration. Unless otherwise provided in this section, each Member’s Membership shall expire at the end of the sixth calendar month after the date the Company approves the Member’s application. However, upon each purchase of Products for consumption by the Member, such Member’s Membership is automatically extended for one calendar year from the date of the purchase.

Section 6.02. Withdrawal. A Member may voluntarily withdraw their Membership by notifying the Company in writing.

Section 6.03. Suspension.

1. (a) The Company may suspend a Member’s Membership upon such Member’s breach of this Agreement or violation of any applicable laws.
2. (b) When the Company becomes aware of a Member’s breach of this Agreement, the Company may notify such Member in writing and provide such Member an opportunity and a period of time (at the Company’s discretion) to cure the breach. If the Member does not cure the breach to the Company’s satisfaction within the time provided, the Company may suspend such Member.
3. (c) The suspension applies to the violating Member and related Sponsors and the duration of the suspension is between one (1) month to a maximum of twelve (12) months, as determined by the Company at its own discretion.
4. (d) During the suspension period, a suspended Member is subject to certain restrictions, as determined by the Ethics Committee, including but not limited to the following: a) loss of eligibility to purchase and sell Products; b) loss of eligibility to sponsor new Members; c) prohibition of participation in the Marketing Plan (i.e. earning PV points and Commission); d) prohibition of entry into the Company’s facilities; or e) reduction of seats allocated for Success Academy and One-Day Seminar in the center.
5. (e) In the case of suspension, the Company may also impose disciplinary sanctions on related Sponsors based on the severity of the violation, prior knowledge of the violation, obligation to provide education support, and managerial responsibilities as such related Sponsors.
6. (f) In case of a Member’s non-compliance or repeated violations, such Member may be subject to additional restrictions as determined by the Company.

Section 6.04. Termination.

1. (a) Membership may be terminated in the following cases: (i) submission of false documents related to membership registration, (ii) causing significant operational losses to the Company. “Significant operational losses” refer to cases where the Company suffers financial losses due to damage to its public image, intentional mass returns, failure to comply with this Agreement resulting in lawsuits, etc.; and (iii) Promoting, advertising, or selling products or business of other multilevel marketing companies or similar multilevel marketing companies (including visitation sales and sponsorship visitation sales) to other Members.
2. (b) The Company may terminate the qualification of a Member without following the qualification suspension process if the Member causes a serious dispute. When membership qualification is terminated, the Member’s legal relationship with the Company is terminated, and the Member cannot exercise any rights as a Member.
3. (c) In the event of membership termination, the Company may also impose disciplinary sanctions on the related Sponsors based on the severity of the violation, prior knowledge of the violation, obligation to provide sincere education support, and managerial responsibilities of such related Sponsors.

Section 6.05. Re-registration.

1. (a) Expired Membership Reactivation:
   If an individual’s Membership expires under Section 6.01 herein, such individual may apply to reactivate the Membership within 30 days of the date of such expiration, and the Company may restore such Member’s prior membership number.
2. (b) Re-registration for Expired Members:
   If an individual's Membership expires under Section 6.01 herein, such individual may register for a new Membership after the applicable Inactive Period (as defined herein) and the Company may approve the application and issue a new membership number. The “Inactive Period” with respect to a withdrawn Member means the period in which such Member is prohibited from participating in the Marketing Plan, including but not limited to: (1) engaging in the sale and distribution of the Products, (2) participating in any activities related to the Company’s business, and (3) making product purchases for purposes other than personal consumption. The Inactive Period only applies to former members who had achieved masterships. The applicable Inactive Period for former Sales Masters is twelve (12) months. The applicable Inactive Period for former Diamond Masters or higher Mastership levels is twenty-four (24) months. If a withdrawn Member does not comply with this prohibition, the Inactive Period will be extended.
3. (c) Re-registration for Voluntary Withdrawals:
   If an individual’s Membership has been voluntarily withdrawn under Section 6.02 herein, such individual may only re-apply for Membership after twelve (12) months with no additional Inactive Period.
4. (d) Additionally, the Company, at its sole discretion, may permanently reject application by former Members who have been subjected to disciplinary sanctions.

Section 6.06. Public Notice. From time to time, the Company may, at its sole discretion, publish the list of Members who have been warned, suspended, or terminated on the Company’s official website.

ARTICLE VII
MISCELLANEOUS

Section 7.01. Governing Law. This Agreement and the Appendices attached hereto shall be construed in accordance with and governed by the laws of the State of Washington and, where applicable, the laws of the United States of America.

Section 7.02. Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial, or if not applicable, other Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Section 7.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 7.04. No Grant of Intellectual Property Rights. The Company shall have and retain exclusive ownership of all intellectual property owned by it and nothing contained in this Agreement will be deemed to grant, either expressly or impliedly, any rights, licenses, or interests in or to any intellectual property of the Members.

Section 7.05. Modifications in Writing. This Agreement may be amended or modified from time to time by written instrument expressly referencing this Agreement and signed by an authorized officer of the Company. Such amended or modified agreement shall be published on the Company’s website and shall become effective upon its publication.

APPENDIX 1: POLICIES RELATED TO PRODUCTS

Order/Delivery.

1. 1. All Members must purchase Products directly from the Company.
2. 2. When making a new Product purchase, Members shall not have excessive inventory and should not purchase Products beyond the reasonable scope of selling to other consumers or for personal consumption, which would violate applicable laws and limit Members’ rights to withdraw (return) the purchased products.
3. 3. Members should accurately assess and identify their marketing and sales abilities or scope of consumption and purchase Products accordingly.
4. 4. If a Member introduces a transaction between the Company and an entity or organization that is unable to become a Member, and the transaction results in a successful sale, the Company will provide compensation to the Member according to the Marketing Plan.

Exchange of Products. “Exchange” refers to a system that allows Members to exchange the purchased product with the same product within 3 months after the purchase if there is a defect or malfunction in the product, based on the Company’s quality guarantee system. If a consumer or Member points out a defect in the content or packaging of a purchased Product and requests an exchange, the Company may allow the exchange if the request is deemed reasonable and timely based on the product’s conditions.

Product Dissatisfaction. If a consumer or Member expresses their intention to return a purchased Product and requests a refund, the Company may provide a refund if the request is deemed reasonable and timely based on the Product’s conditions. However, the consumer or Member must first comply with the return policy in this Agreement, return the product, and submit a Product Return Form, or other documentation as requested by the Company, to the Company; the Company will refund the net value of the Product after deducting any compensation based on the PVs that the Company has paid to its Members due to the sale of the Product.

Return Procedures. Members who are not consumers may cancel the contract an order for Products in writing within three (3) months from the date of signing the contract, except in the case of falsely notifying the Company of the stock held or damage to the goods wherein re-sale of the products are difficult or impossible. Members must complete a return application form, attach the purchase order or transaction statement, submit it to Atomy Co., Ltd., and return the product to the headquarters after the return is approved.

APPENDIX 2: MARKETING PLAN

This marketing plan is designed to provide Members with various rewards for their sales activities, sponsorship activities, and their own product consumption as well as sales activities of other Members within their sponsorship group. It is written to reward activities that involve educating and supporting Members.

Member Status. Eligible individuals may become a Member of the Company by submitting the required application form to the Company. Consumers are people who simply consume the Company’s Products without accruing any PV, while Members are people who engage activities for the purpose of accruing PVs and earning commissions.

Member’s Benefits.Ability to purchase quality products: Members can purchase a wide variety of high-quality Products at affordable prices.

Eligibility for commissions: Members can receive various bonuses based on their retail/sales activities, sponsorship activities, and other business performance. If a Member has sales from Partners that they personally enrolled, they are eligible to receive commissions according to the Company’s terms and conditions.

Compensation Plan.Membership levels, Mastership Bonuses, Promotion Bonuses, and Education Bonuses are paid based on certain criteria determined by the Company and subject to the Company’s sole discretion from time to time. The total payout is calculated by allocating 70% of total point value (“PV”) for payment. (If total sales exceed 35%, the excess will be deducted automatically.)

Membership Promotion Requirements:

Membership levels:

https://www.atomy.com/us/Home/Business/MarketingPlan

Calculation Basis for Commissions Amount:

The purchase cost is based on the product.

For Star Master and below, overseas travel must be at least $1,000 per person.

For Royal Master and above, overseas travel must be at least $4,000 per person.

Monthly rental cost for Company Vehicle: $1,000.00 per month or $500.00 per semi-monthly.

Crown Master large sedan price: $64,000.00 (value may be paid out in cash); Imperial Master large sedan price: $78,000.00 (value may be paid out in cash).

Monthly rent allowance for living quarters: $2,500.00/month or $1,250.00 semi-monthly

Secretary’s monthly salary: $1,500/month or $750.00 semi-monthly Driver’s monthly salary: $2,000/month or $1,000.00 semi-monthly.

Education allowance: 6% payment based on the sales PV of each center’s Members.

Total sales allowance payment range: The total sales allowance, including sponsorship allowance, rank allowance, promotion, and education allowance, cannot exceed 35% of the total sales amount (including all applicable sales taxes) as defined by applicable laws.

Dollar amounts are estimates and may be subject to change based on currency exchange rate. All compensation amounts are first determined in Korean Won by the Company’s parent company in Korea and then converted to U.S. dollars.

APPENDIX 3: PROHIBITED ACTS

Members are specifically prohibited from engaging in the following actions:

1. 1. Coercing others to place orders or exerting influence to hinder order cancellations.
2. 2. Using false or exaggerated methods or deceptive means to induce product orders or interfere with withdrawal requests, disseminating false information about the price, quality, etc., of the product that may significantly mislead others.
3. 3. Imposing obligations, regardless of the name or form, such as membership fees, sales aid materials, personal sales quotas, education fees, etc., exceeding the level allowed by applicable laws.
4. 4. Providing financial benefits, without justifiable reasons, to other Members for the recruitment of Partners beyond the sponsorship allowance criteria as determined by the Company, or providing financial benefits other than those specified in such sponsorship allowance criteria.
5. 5. Changing such Member’s addresses or phone numbers to obstruct withdrawal requests.
6. 6. Neglecting dispute resolution or consumer complaints for a considerable period, causing harm to others.
7. 7. Unilaterally supplying products to other Members without their consent and demanding payment for such products; or pressuring or coercing other Members to purchase products.
8. 8. Coercing the other party, who has expressed no intention to purchase products or receive services, to make purchases or receive services through means such as phone calls, faxes, computer communications, etc.
9. 9. Forcing individuals to apply as Partners or pressuring Partners to purchase products.
10. 10. Forcing individuals to undergo education or training against their will.
11. 11. Misleading individuals into believing they are employees of the Company or allowing non-registered individuals to engage in Member activities.
12. 12. Selling products or services at price levels higher than specified by the Company.
13. 13. Using consumer-related information without obtaining their permission or exceeding the approved scope.
14. 14. Transferring or acquiring the status of an existing Member without the Company’s prior written approval.
15. 15. Engaging in actions that violate other prohibited acts for consumer protection.
16. 16. Obligating or assisting other Members in recruiting or sponsoring a certain number of Members.
17. 17. Providing false information about the benefits that other Members may receive.
18. 18. Engaging in monetary transactions without the actual trade of goods or services or conducting transactions primarily involving monetary exchanges without the actual trade of goods or services.
19. 19. Instructing or aiding in the above-mentioned prohibited acts.

APPENDIX 4: MEMBERS’ CODE OF ETHICS

As a Member, I acknowledge and agree to comply with the Member Agreement, as amended and restated from time to time, and shall specifically comply with the following:

Maintenance of honor and dignity: I agree to always represent the Company with sincerity and truthfulness, demonstrate pride in representing the Company, and act with a sense of responsibility and community spirit.

Compliance with the Code of Ethics and Member Agreement: I agree to familiarize myself with and conduct myself in compliance with this Code of Ethics, and the Member Agreement and other rules and policies established by the Company under the Member Agreement from time to time.

Understanding the Marketing Plan and ensuring accurate disclosures: I agree to understand that the Company’s business requires personal dedication and effort. I agree to make the best efforts in continuous education and training of the Company’s Marketing Plan and the Company’s products and engage in sales only with thorough understanding and knowledge of the Company’s Marketing Plan and the Company’s products and without spreading incorrect information. I agree to accept any disciplinary sanctions imposed by the Company if I breach this Member Agreement.

Customer satisfaction guarantee: I agree to strive to thoroughly understand and respond to customer satisfaction regarding the products I sell, ensure that the quality of the Company’s products is not distorted, or misrepresented in any way. I agree to handle customers’ complaints and return requests promptly and accurately according to the Company’s guidelines, to prevent harms to customers.

Compliance with applicable laws: I agree to comply with all applicable laws when acting as Member.

Acceptance of Disciplinary Measures/Sanctions: I agree to accept any disciplinary measures and/or sanctions imposed by the Company’s Ethics Committee and/or the Company in case of violation of this Code of Ethics, and the Member Agreement and other rules and policies established by the Company under the Member Agreement from time to time.

APPENDIX 5: ATOMY GLOBAL CODE OF ETHICS

We resolve to uphold the belief of “Atomy rewrites the history of network marketing” and prioritize the principles of integrity and ethics under the mission of all activities. We will take the lead in establishing a sound global Atomy culture.

1. 1. I will not engage in any monetary transactions with other Members or potential Members that may have the effect of distorting the compensation structure of the Marketing Plan.
2. 2. I will not establish local websites or engage in activities such as recruiting Members, inducing sales, unauthorized use of the Company’s logo, etc., through local websites.
3. 3. I will not engage in promotion through false advertising.
4. 4. I will not change the Marketing Plan while conducting business.
5. 5. I will not engage in exhibition sales such as storefronts, street vendors, home shopping, beauty shops, etc.
6. 6. I will not change my line of sponsorship directly or indirectly or induce other Members or potential Members to change their lines of sponsorship through different means.
7. 7. I will not engage in unethical business practices.
8. 8. I will not produce, distribute, or sell unapproved sales aids.
9. 9. I will not impersonate or falsely represent myself as an employee of the Company.
10. 10. I will not hold any seminars without prior written approval by the Company.

General Terms and Conditions

The purpose of this agreement is to establish a business relationship between Atomy America Inc. (“the Company”) and Distributors (“Members”) by observing the mutual understanding of rules in selling the goods of the company. All matters regarding the member administration of the company shall follow this Terms and Conditions. These rules and regulations shall be applicable to all Members.

Anyone can register as a Member regardless of age, sex, education, race, religion, or status. However, a person listed below shall be restricted from registration:

1. 1. A person restricted to join in Multi-Level marketing in accordance with United States laws and regulations.
2. 2. Officers and Employees of the Company and its subsidiaries
3. 3. A person who is under 18 years old

Failure to observe the restriction by the registrant, the Company may cancel the membership immediately and shall have no obligation whatsoever.

Registration Process

1. 1. All members must use their legal name in registration.
2. 2. New members must fill out the required documents to the company:
3. 3. Member must certify that all of the information provided is complete and correct, including the information of sponsoring member.

The registration is subject to approval by the company. After the company thoroughly reviews the information and documents provided by the registrant, the process of the membership will be completed. The registration is subject to approval by the Company. After the company thoroughly reviews the information and documents provided by the registrant, the process of the membership will be completed.

The Company reserves the right to review for any duration after registration. Access to website after registration does not warrant acceptance by the Company.

The initial duration of membership period begins from the date of the approval registration and continues until the last day of the twelfth month. If a member has records of purchase with point value (PV) during this period, the membership will be extended by twelve months, and thereafter.

Privacy and Security

Atomy America Inc. is committed to protecting your privacy. The purpose of this Privacy Policy is to inform you as to what information may be collected from you when you visit our website (“the Site”) or when you become a Distributor, how such information will be used by Atomy America Inc. and/or other persons or entities, with whom such information may be shared, your choices regarding the collection, use and distribution of such information, your ability to edit, update, correct or delete such information and the security procedures that we have implemented to protect your privacy.

NOTICE Collection of Information You may be asked for certain types of personal information (e.g., your first and last name, social security number, mailing address, city, state, postal code, telephone number, email address, credit card number, bank information, etc.). If you do not want to disclose your personal information to us, please do not submit it. This does mean that in some cases, we may not be able to provide you the service you have requested.

Use of Information We will keep your personal information privately. You will be informed about these purposes at the time of collection. For instance, information about Distributors will be used to provide services, calculate earnings and bonuses, and ensure compliance with the company’s regulations. In compliance and requirements to maintain records, the Company may need personal information for confirmation and reporting commissions.

Onward Transfers We may employ vendors to perform functions on our behalf, such as fulfilling orders, delivering packages, processing credit card payments,detecting fraud, and providing customer service. These vendors are under a contractual obligation to use confidential data received from Atomy America only for purposes that fall within the functions for which they were hired. We may disclose information that we collect about you when we have reason to believe that this is necessary to ensure the security and integrity of our business or to identify, contact or bring legal action against persons or entities that may be harming you, us or others. We may also disclose information when we believe the law requires it.

Lineage Reports, which information on Distributors in a Distributor’s sub-line, including, but not limited to, name, identification number, level or rank and sales statistics, are provided to Distributors in the strictest confidence and for the sole purpose of supporting the Distributors to further develop their Membership.

Security We take reasonable steps to ensure that the personal information we collect about you remains accurate, timely and secure. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure and while we strive to protect your personal information, we cannot guarantee or warrant its complete security. We shall not be responsible for harm that you or any person may suffer as a result of a breach of confidentiality in respect to your use of the Site or any information you transmit to the Site.

Data Integrity Personal information will be kept in active files or systems as long as needed to meet the purposes for which it was collected or as required to perform the contractual relationship with the Distributor and his/her upper-line, and the commercial relationship with the customer.

Access or Corrections to Your Information If you identify any inaccurate personal information, or if you need to make a change or would like to verify such information, please contact us so that we may update your information in our records or you may go online to one of Atomy America’s websites and update your own information.

COMPLAINTS Atomy America takes privacy concerns seriously. If you believe that Atomy America has not complied with this Privacy Policy, you may write to: 33801 1st Way S Ste 301, Federal Way, WA 98003. Please describe in as much detail as possible the ways in which you believe that the Atomy America Policy has not been complied with. We will investigate your complaint promptly.

WEBSITE SPECIFIC Protection of Children The Site is a general audience web site that is not specifically designed or targeted at children. We do not knowingly collect, use or disseminate any personal information from persons under the age of 18. If, however, we become aware that personal information regarding a person under the age of 18 has been collected at the Site, we will make reasonable efforts to delete it from our records.

Cookies Cookies are small pieces of information that are stored on computer hard drives. We may use cookies to recognize you when you return to the Site in order to provide you with a better user experience. We may allow third parties to use cookies on the Site. We do not control the use or contents of third party cookies. If you elect to block cookies, please note that you may not be able to take full advantage of the features and functions of the Site.

Third-Party Links The Site may contain links to web sites operated and maintained by third parties over which we have absolutely no control. Any information you provide to third party websites will be governed under the terms of each websites’ privacy policy and we encourage you to investigate and ask questions before disclosing any information to the operators of third party websites. We have no responsibility or liability whatsoever for the content, actions or policies of third party websites.