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POLICIES AND PROCEDURES

Business Guide
TABLE OF CONTENTS POLICIES AND PROCEDURES 1

2 SECTION 1 – INTRODUCTION 22 SECTION 6 – SALES REQUIREMENTS


1.1 Purpose of Policies 6.1 Markets for Distributors
1.2 Policies and Compensation Plan Incorporated into 6.2 Product Sales
Distributor Agreement 6.3 No Price or Territory Restrictions
1.3 Changes to these Provisions 6.4 Sales Receipts
1.4 Confidentiality 6.5 Inventory Loading Prohibited
1.5 Independent Contractor Status 6.6 Bonus Buying
1.6 Notices 6.7 Stacking
1.7 Policies and Provisions Severability
25 SECTION 7 – COMMISSIONS
5 SECTION 2 - APPLICATION, PRIVILEGES, 7.1 Bonus and Commission Qualifications
DISTRIBUTORSHIP OWNERSHIP 7.2 Adjustments to Bonuses and Commissions
AND RENEWAL 7.2.1 Adjustments for Returned Products
2.1 Applicant Requirement (s) 7.2.2 Other Deductions
2.2 Identification Numbers 7.2.3 Unclaimed Commissions and Credits
2.3 Holding Applications or Orders 7.3 Errors or Questions
2.4 Joint Applicants – Husbands and Wives,
Household/Family Members or Affiliated Individuals 26 SECTION 8 - ORDERING
2.5 Addition of Co-Applicants 8.1 ImmunoDirect Customers
2.6 Multiple Ownerships 8.2 Purchasing Immunotec Products
2.7 Partnerships, Corporations and Trusts 8.3 General Ordering Policies
2.8 Death or Incapacitation 8.4 Shipping and Back Order Policies
2.9 Divorce, Separation or Dissolving Partnership 8.5 Confirmation of Order
2.10 Sales or Transfers or Assignment of Immunotec Business
2.10.1 Approval required 27 SECTION 9 – PAYMENTS
2.10.2 Right of First Refusal 9.1 Sufficient Funds
2.11 Annual Renewal 9.2 Returned Checks
2.12 Address, Phone and Name Changes
28 SECTION 10 - GOVERNMENTAL APPROVAL OR
11 SECTION 3 - DISTRIBUTOR TAX REPORTING ENDORSEMENT
RESPONSIBILITIES
3.1 American Residents 28 SECTION 11 - LABELING, PACKAGING OR
3.2 Canadian Residents TAMPERING WITH PRODUCTS
3.3
3.4
Quebec Residents
Retail Sales Tax 28 SECTION 12 - INSURANCE
3.5
3.6
Indian Status / Tax Exempt Forms
Other Forms 29 SECTION 13 – SATISFACTION GUARANTY AND
RETURN POLICY
13 SECTION 4 - REPRESENTATIONS MADE BY 13.1 ImmunoDirect Customer Return Policy
13.2 Retail Customers
DISTRIBUTORS
4.1 Business Cards, Stationery, Phone Listing 13.3 Return of Products
4.2 Sponsors 13.3.1 Return of Products (Products Purchased for
4.3 Change of Sponsor Personal Consumption)
4.4 Sponsor Responsibilities 13.3.2 Returns by Distributors (Product Returned by
4.4.1 Ongoing Training Personal Retail Customers)
4.4.2 Increased Training Responsibility 13.4 Returns of Inventory and Sales Aids by Distributors
4.4.3 Ongoing Sales Responsibility 13.4.1 Montana Residents
4.5 Cross-Sponsoring / Cross-Selling 13.5 Commission and Bonus Reversals
4.5.1 Cross-Selling
4.5.2 Cross-Sponsoring 31 SECTION 14 – ADHERENCE TO POLICIES AND
4.6 Assignment of Leads PROCEDURES, INACTIVITY AND
4.7 Unauthorized Claims and Actions CANCELLATION
4.7.1 Indemnification 14.1 Violations of Policies and Procedures
4.7.2 Product Claims 14.2 Disciplinary Actions
4.7.3 Income Claims 14.3 Suspension
4.8 Non-disparagement 14.4 Permanent Termination
14.5 Notice
18 SECTION 5 – ADVERTISING 14.6 Voluntary Resignation
5.1 Trademarks, Logos, Names and Copyrights 14.7 Cancellation Following a Failure to Renew
5.2 Literature, Sales Aids, Television and Radio 14.8 Cancellation Due to Inactivity
5.3 Internet/World Wide Web pages 14.9 Reclassification Following Cancellation
5.4 Inquiries from Media Due to Inactivity
5.5 Telephone/Telemarketing 14.10 Effect of Cancellation
5.6 Trade Shows and Fairs 14.11 Roll-up of marketing Organization
5.7 Displays of Product
5.8 Medical Claims and Product Testimonials
2

S E C T I O N

1.
INTRODUCTION
1.1 PURPOSE OF POLICIES 1.2 POLICIES AND COMPENSATION PLAN
Immunotec Inc., incorporated under the laws of Canada and INCORPORATED INTO DISTRIBUTOR AGREEMENT
Immunotec Research Inc, incorporated under the laws of These Policies and Procedures, in their present form and as
Delaware (hereinafter “Immunotec” or the “Company”) are amended at the sole discretion of Immunotec Inc. and/or
network marketing companies that market products through Immunotec Research Inc. are incorporated into, and form an
Independent Distributors (hereinafter “Distributor” or integral part of, the Immunotec Distributor Agreement.
“Distributors”). It is important to understand that your Throughout these Policies, when the term “Agreement” is
success and the success of your fellow distributors is used, it collectively refers to the Immunotec Distributor
dependent upon the integrity of the men and women who Application and Agreement, these Policies and Procedures
market our products. To clearly define the relationship that and the Immunotec Compensation Plan. These documents are
exists between Distributors and Immunotec, and to explicitly incorporated by reference into the Immunotec Distributor
set a standard for acceptable business conduct, Immunotec Agreement (all in their current form and as amended by
has provided hereinafter, in addition to the Distributorship Immunotec). It is the responsibility of each Distributor to
Agreement and Compensation Plan, a more explicit and read, understand, adhere to, and ensure that he or she is
detailed version of some of the terms and conditions that an aware of and operating under the most current version of
Immunotec Distributor must abide by and that are deemed to these Policies and Procedures. When sponsoring or enrolling a
form part of the Application and Agreement (IRL-1 form) new Distributor, it is the responsibility of the sponsoring
(hereinafter “Agreement” or “Distributor Agreement”). Distributor to provide the most current version of these
Policies and Procedures and the Immunotec Compensation
Immunotec Distributors are required to comply with all of Plan to the applicant prior to his or her execution of the
the Terms and Conditions set forth in the Agreement which Distributor Agreement.
Immunotec may amend at its sole discretion from time to
time, as well as all federal, state, provincial, territorial, and Immunotec requires each Distributor to comply with all
local laws governing their Immunotec business and their Policies and Procedures. Immunotec reserves the right to
conduct. Because you may be unfamiliar with many of these employ any and all actions that are deemed necessary to
standards of practice, it is very important that you read and determine and ensure compliance with the Policies and
abide by the Agreement. Please review the information in this Procedures which are an essential condition of the
manual carefully. It explains and governs the relationship Distributorship granted to the Distributor by Immunotec.
between you, as an independent contractor and the Company.
If you have any questions regarding any policy or rule, do not
hesitate to seek an answer from the Immunotec Distributor
Support Department.
POLICIES AND PROCEDURES 3

1.3 CHANGES TO THESE PROVISIONS 1.4 CONFIDENTIALITY


Because federal, state, provincial, territorial and local laws, as Immunotec will supply data processing and reporting
well as the business environment, periodically change, information to Distributors regarding their personal downline
Immunotec reserves the right to amend the Agreement and its sales organization only. The Distributor agrees that such
prices in its sole and absolute discretion. By signing the information is proprietary and confidential to Immunotec, and
Distributor Agreement, a Distributor agrees to abide by all it is transmitted to the Distributor in confidence and for the
amendments or modifications that Immunotec elects to make. sole purpose of assisting the Distributor in building his or her
Amendments shall be effective upon notice to all distributors Distributorship business. The Distributor shall not disclose
that the Agreement has been modified. Notification of any proprietary or confidential information about Immunotec,
amendments shall be published in official Immunotec its products, or business or the Distributor’s downline or upline
materials. The Company shall provide or make available to all to any other person, firm, partnership, entity or corporation.
distributors a complete copy of the amended provisions by
Genealogy reports and/or mailing labels are released to
one or more of the following methods: (1) posting on the
Immunotec Distributors only for supporting their downline
Company’s official Web site; (2) electronic mail (e-mail); (3)
fax-on-demand; (4) voice mail system broadcast; (5) Distributors. All information provided by Immunotec is
proprietary and given to the Distributor in confidence and the
inclusion in Company periodicals; (6) inclusion in product
Distributor hereby agrees to protect the confidentiality and
orders or bonus checks; or (7) special mailings. The
continuation of a Distributor’s Immunotec business or a refrain from making use thereof for any purpose other than

Distributor’s acceptance of bonuses or commissions supporting their downline organization. This includes all

constitutes acceptance of any and all amendments. information obtained by the Distributor or former Distributor
in regard to other members of any other genealogy. The
Distributor agrees to the terms of confidentiality as set out in
these Policies and Procedures, and agrees to meet his or her
ethical obligations, which include respecting the wishes of
downline leaders in communications with their individual
networks.

In the case where Immunotec is informed of the misuse by a


former or active Independent Distributor of said proprietary
information, Immunotec may seek injunctive relief and file
civil proceedings to obtain financial compensation for
damages suffered.
4 IMMUNOTEC BUSINESS GUIDE

1.5 INDEPENDENT CONTRACTOR STATUS 1.6 NOTICES


Distributors are independent contractors, and are not All notices provided for in these Policies and Procedures shall
purchasers of a franchise or a business opportunity. The be deemed properly delivered by depositing the notice in the
agreement between Immunotec and its Distributors does not mail, postage pre-paid, addressed to the Distributor at the
create an employer/employee relationship, agency, last address recorded with Immunotec. Immunotec may also
partnership, or joint venture between the Company and the arrange for delivery by courier or messenger service, or send
Distributor. A Distributor shall not be treated as an employee the notice via facsimile transmission or e-mail followed by
for his or her services or for Federal, Provincial, or State tax confirmation copy sent by mail.
purposes. All Distributors are responsible for paying local,
1.7 POLICIES AND PROVISIONS SEVERABILITY
state, provincial, and federal taxes due from all compensation
If any provision herein, in its current form or as may be
earned as a Distributor of the Company. The Distributor has
amended, is found to be invalid, or unenforceable for any
no authority (expressed or implied), to bind the company to
reason, only the invalid portion(s) of the provision shall be
any obligation. Each Distributor shall establish his or her own
severed and the remaining terms and provisions shall remain
goals, hours, and methods of sale, so long as he or she
in full force and effect and shall be construed as if such
complies with the terms of the Distributor Agreement, these
invalid, or unenforceable provision never comprised a part of
Policies and Procedures, and applicable laws.
the Agreement.

The name “Immunotec” and other names as may be adopted


by Immunotec are proprietary trade names, trademarks and
service marks of Immunotec. As such, these marks are of
great value to Immunotec and are supplied to Distributors for
their use only in an expressly authorized manner. Use of the
Immunotec name on any item not produced by the company is
prohibited except as follows:

Distributor’s Name
Independent Immunotec Distributor

All Distributors may list themselves as an “Independent


Immunotec Distributor” in the white or yellow pages of the
telephone directory under their own name. No Distributor
may place telephone directory display ads using Immunotec’s
name or logo. Distributors may not answer the telephone by
saying “Immunotec”, “Immunotec Incorporated”,
“Immunotec Research Inc.”, or in any other manner that
would lead the caller to believe that he or she has reached
corporate offices of Immunotec.
POLICIES AND PROCEDURES 5

S E C T I O N

2.
APPLICATION, PRIVILEGES, DISTRIBUTORSHIP OWNERSHIP AND RENEWAL
An Applicant becomes an Immunotec Independent Distributor and the Application becomes an Agreement only
when an Application and Agreement form (IRL-1) duly completed and signed by the Applicant has been received
by Immunotec and accepted. The Application and Agreement form must be duly completed and personally signed
by the applicant. Applicants may register to become Independent Distributors by faxing or mailing an Application
and Agreement form to Immunotec’s Distributor Support/Customer Service Department or by completing the
agreement on the Immunotec Web site.

Applicants enrolling by fax must submit both the front and back of the Application and Agreement. Applicants
enrolling by telephone may telephone the Immunotec corporate office during regular business hours to receive a
temporary Distributor Identification Number (“DIN”) and temporary authorization for a new Distributor. (See the
front of the Distributor Application and Agreement for phone numbers and appropriate business hours.) The
applicant must be able to provide all necessary Distributor Agreement information for the online, telephone, or fax
enrolment. A new Basic Distributor Kit may be ordered at this time using a valid credit card.

A telephone applicant’s DIN and authorization will be valid for 30 days, pending receipt of the completed and
signed original Distributor Application and Agreement by Immunotec. Once the original Distributor Application
and Agreement is received at the Immunotec Head Office, the new Distributor Agreement will be extended to one
full year from the date on which the DIN was issued. If the new Distributor Application and Agreement is not
received within the temporary 30-day time period, the temporary authorization shall expire, the DIN will be
cancelled, and the Distributor Application and Agreement will be automatically terminated and all commission and/or
bonus checks will be withheld until a signed copy of the Application and Agreement form is received by Immunotec.

Immunotec will record the date of receipt of all Application and Agreement forms. The date of receipt marked on
each Application and Agreement becomes the official date for further information, discrepancies or possible
claims. If there are any discrepancies between information in an Applicant’s file and the original Application and
Agreement, the written Application and Agreement will prevail.

Immunotec reserves the right to arbitrarily refuse any Application for the privilege of becoming an Independent
Distributor. Independent Distributors are not and may not represent themselves as employees, partners or agents
of Immunotec nor are they purchasers of a franchise or license. Distributor privileges include the right to purchase
Immunotec products at wholesale prices, sell Immunotec products, participate in the Immunotec Compensation
Plan, training seminars, motivational and recognition functions (upon payment of appropriate charges when
applicable) and to sponsor other Distributors (“Downline Distributors”). Distributors are to determine their own
business hours and methods of operating their businesses on the condition that they adhere to the Policies and
Procedures stipulated within this Business Guide, the terms of the Immunotec Compensation Plan and their
Application Agreement (IRL-1 form).
6 IMMUNOTEC BUSINESS GUIDE

2.1 APPLICANT REQUIREMENT(S) would violate Immunotec Policies and Procedures, the
All Distributors must be of the legal age of majority in their Application Agreement or any other policies and procedures
state, province or territory of residence, reside in Canada, the established by Immunotec for its Distributors.
United States or a U.S. territory, and purchase a starter kit
For the purposes of this section, an “Affiliated Individual” is
(not applicable in North Dakota). If a state or province
an individual associated in any way through a corporation,
requires a direct seller’s license to operate as an independent
partnership, trust or any other entity with an Immunotec
distributor, it is the responsibility of the applicant to obtain
Distributor.
this license.

2.5 ADDITION OF CO-APPLICANTS


2.2 IDENTIFICATION NUMBERS
When adding a co-applicant (either an individual or a
All Distributors applying as individuals are required to submit
business entity) to an existing Immunotec business, the
their Social Security Number (SSN - United States only) or
Company requires a written request as well as a properly
Social Insurance Number (SIN - Canada only) for tax
completed Distributor Application and Agreement containing
reporting purposes. If a distributor is applying as a business,
the applicant and co-applicant’s Social Security Numbers or
the Federal Tax Identification Number (United States) or
Social Insurance Numbers and signatures. To prevent the
Goods and Services Tax (GST) Number and Provincial Sales
circumvention of Section 2.10 (regarding transfers and
Tax (PST) Number (Canada) must be used and provided. If a
assignments of Immunotec business), the original applicant
Distributor does not supply the proper tax reporting
must remain as a party to the original Distributor Application
information, commission and bonus checks will not be paid.
and Agreement. If the original Distributor wants to terminate
2.3 HOLDING APPLICATIONS OR ORDERS his or her relationship with the Company, he or she must
Distributors must not manipulate enrolments of new transfer or assign his or her business in accordance with
applicants or purchases of products. All Distributor Section 2.10. If this process is not followed, the business
Applications and Agreements, and product orders must be shall be cancelled upon the withdrawal of the original
sent to Immunotec within 72 hours from the time they are Distributor. All bonus and commission checks will be sent to
signed by a Distributor or placed by a Customer, respectively. the address of record of the original Distributor. Please note
that the modifications permitted within the scope of this
2.4 JOINT APPLICANTS – HUSBANDS AND WIVES, paragraph do not include a change of sponsorship. Changes of
HOUSEHOLD/FAMILY MEMBERS OR AFFILIATED sponsorship are addressed in Section 4 below. There is a
INDIVIDUALS $25.00 fee for each change requested, which must be
Any spouse of an Immunotec Distributor who wishes to included with the written request and the completed
become a Distributor may do so, so long as they respect the Distributor Application and Agreement. Immunotec may, at
cross-sponsoring regulations. They are required to obey all its discretion, require notarized documents before
Policies and Procedures as outlined. If one spouse chooses not implementing any changes to an Immunotec business. Please
to be a Distributor, or if a household/family member or an allow thirty (30) days after the receipt of the request by
Affiliated Individual chooses not to be a Distributor, the Immunotec for processing.
person acting as the Distributor expressly agrees and
understands that his or her Immunotec Distributorship may
be terminated for any actions taken by the non-member
spouse, household/family member or Affiliated Individual who
POLICIES AND PROCEDURES 7

2.6 MULTIPLE OWNERSHIP 2.8 DEATH OR INCAPACITATION


Distributors may not, directly or indirectly, have an ownership Upon the death or incapacitation of a Distributor, the
interest, direct or indirect, in more than one Distributorship. Distributorship will be terminated unless there is a legal
This applies whether the Distributorship’s interest is held as successor or successors or a legally appointed trustee. The
an individual, partner or shareholder. Immunotec reserves the legal successor(s) or trustee must submit to Immunotec a copy
right to terminate both Distributorships if this prohibition of the probated Will or other legal evidence of a valid and
against direct or indirect ownership of a Distributorship is applicable Will or legal evidence satisfactory to Immunotec,
violated. an original Death certificate or legal documents stating the
trustee’s mandate and right to administer the Immunotec
Notwithstanding the foregoing, Immunotec reserves the right business along with a new Application and Agreement form
to accept or deny the right for an Independent Distributor to duly completed and signed, clearly stating that the new
own multiple distributorships. In any event, only express applicant(s) inherits the Distributorship.
written approval by Immunotec will grant one’s right to
multiple ownership. Bonus and commission checks of an Immunotec business
transferred pursuant to this section will be paid in a single
2.7 PARTNERSHIPS, CORPORATIONS AND TRUSTS
check jointly to the payees. The payees must provide
If an applicant wishes to apply as a corporation, partnership
Immunotec with an “address of record” to which all bonus and
or trust, Immunotec must receive a copy of the articles of
commission checks will be sent. If the business is bequeathed
incorporation or the partnership declaration and agreement,
to joint payees, they must form a business entity and acquire a
including the SIN/SSN and a signed Application and
federal taxpayer Identification number. Immunotec will issue
Agreement for each partner, shareholder, director and/or
all bonus and commission checks and one IRS Form 1099 to
officer involved in the corporation or partnership. The
the business entity.
corporation or partnership must disclose all partners,
directors, officers and/or shareholders. All documentation In the event that an existing Distributor inherits a second
must be included with the original Application and Agreement. Distributorship, the Distributor must either terminate one of
These documents include but are not limited to: the Articles of the existing Immunotec Distributorships, make an Offer of
Incorporation, charter, licenses, shareholder agreements, Sale with respect to one of the two Distributorships (please
partnership agreements and other legal information pertaining refer to Sale or Transfers or Assignment of Immunotec
to the Distributorship. The Application and Agreement will be Business Section 2.10) or ask Immunotec in writing for
processed under the personal name and not the business name permission to own multiple distributorships.
without the proper documentation. Each partner, director,
shareholder, officer or trustee must agree to be personally
bound by the Policies and Procedures as amended from time
to time. Upon the dissolution of a corporate distributorship or
partnership, the ownership of that distributorship will be
transferred pursuant to the agreement amongst the
shareholders or partners or upon written notification of a
court of competent jurisdiction.
8 IMMUNOTEC BUSINESS GUIDE

2.9 DIVORCE, SEPARATION OR DISSOLVING check per Immunotec business per commission cycle.
PARTNERSHIP Commission checks shall always be issued to the same
Immunotec Distributors sometimes operate their Immunotec individual or entity. In the event that parties to a divorce or
businesses as husband-wife partnerships, regular partnerships, dissolution proceeding are unable to resolve a dispute over the
corporations, or trusts. At such time as a marriage may end in disposition of commissions and ownership of the business, the
divorce or a corporation, partnership or trust (the latter three Distributor Agreement shall be involuntarily cancelled.
entities are collectively referred to herein as “entities”) may
If a former spouse or a former entity affiliate has completely
dissolve, arrangements must be made to assure that any
relinquished all rights in their original Immunotec business,
separation or division of the business is accomplished so as not
they are thereafter free to enroll under any sponsor of their
to adversely affect the interests and income of other businesses
choosing, so long as they meet the waiting period
up or down the line of sponsorship. If the separating parties
requirements set forth in Section 4. In such case, however, the
fail to provide for the best interests of other Distributors and
former spouse or partner may not recruit or sell to any
the Company, Immunotec will involuntarily terminate the
Distributors or any Customers from this former organization.
Distributor Agreement and allow revenues generated by the
They must develop the new business in the same manner as
distributorship to flow upline to their entire organization
would any other new Distributor.
pursuant to Section 14.11.

2.10 SALES OR TRANSFERS OR ASSIGNMENT OF


While a divorce or entity dissolution is pending, the parties
IMMUNOTEC BUSINESS
must adopt one of the following methods of operation:

2.10.1 APPROVAL REQUIRED


a) One of the parties may, with consent of the other(s),
Although an Immunotec business is a privately owned,
operate the Immunotec business pursuant to an assignment
independently operated business, the sale, transfer or
in writing whereby the relinquishing spouse, shareholders,
assignment of an Immunotec business is subject to certain
partners or trustees authorize(s) Immunotec to deal
limitations. The sale of an Immunotec business is subject to
directly and solely with the other spouse or non-
approval by Immunotec, such approval may be withheld at the
relinquishing shareholder, partner or trustee.
Company’s sole discretion. The seller must submit a written
b) The parties may continue to operate the Immunotec purchase and sale agreement to the Company and to his or
business jointly on a “business-as-usual” basis, whereupon her Sponsor who shall have the right of first refusal as set
all compensation paid by Immunotec will be paid in the forth in Section 2.10.2 below. If a Distributor wishes to sell his
joint names of the Distributors or in the name of the entity or her Immunotec business, the following criteria must be met:
to be divided as the parties may independently agree
The existing line of sponsorship must always be maintained so
between themselves.
that the Immunotec business continues to be operated in that
Under no circumstances will the Downline Organization of line of sponsorship.
divorcing spouses or a dissolving business entity be divided.
The buyer or transferee must be (or must become) a qualified
Similarly, under no circumstances will Immunotec split
Immunotec Distributor. If the buyer is an active Immunotec
commission and bonus checks between divorcing spouses or
Distributor, he or she must first terminate his or her
members of dissolving entities. Immunotec will recognize only
Immunotec business simultaneously with the purchase,
one Downline Organization and will issue only one commission
POLICIES AND PROCEDURES 9

transfer, assignment or acquisition of any interest in the new 2.10.2 RIGHT OF FIRST REFUSAL
Immunotec business or obtain written permission from If a Distributor desires to sell his or her Immunotec
Immunotec to keep or maintain multiple ownerships. distributorship, the Distributor’s Sponsor must be given the
first right and option, in writing and sent via certified
Before the sale, transfer or assignment can be finalized and
mail/return receipt requested, to purchase the distributorship.
approved by Immunotec, any debt obligations the selling
If the Sponsor desires to purchase the distributorship, the
Distributor has with Immunotec must be satisfied.
purchased distributorship will dissolve with the Sponsor’s
current organization to create a single organization.
The selling Distributor must be in good standing and not in
violation of any of the terms of the Agreement in order to be
If the Sponsor fails to notify the selling Distributor of his or
eligible to sell, transfer or assign an Immunotec business.
her intention to purchase the distributorship within ten (10)
business days after his or her receipt of the selling
Upon complete execution of the purchase and sale agreement
Distributor’s notice of intent to sell, the selling Distributor
and the new Distributor Agreement, the parties must submit
must offer (in succession beginning with the Distributor
copies of the same to Immunotec’s Distributor Support
immediately above the seller’s Sponsor) the distributorship to
Department for review and approval. Immunotec reserves the
the first three immediate upline distributors of the seller’s
right to request additional documentation that may be
Sponsor upon the same terms provided in the option to the
necessary to analyze the transaction between the buyer and
seller’s Sponsor. If an upline Distributor desires to purchase
seller. Immunotec’s Distributor Support Department will, in
the selling Distributor’s distributorship, the purchasing
its sole and absolute discretion, approve or deny the sale,
Distributor must first sell or resign from his or her own
transfer or assignment within 30 days after its receipt of all
distributorship before purchasing another.
necessary documents from the parties.

If each of the three upline Distributors fails to notify the


If the parties fail to obtain Immunotec’s approval for the
selling Distributor of his or her intention to purchase the
transaction, the transfer shall be voidable at Immunotec’s
distributorship within ten (10) business days after his or her
option. The purchaser of the existing distributorship will
receipt of selling Distributor’s notice of intent to sell, the
assume the obligations and position of the selling Distributor.
selling Distributor may proceed with the sale to a third party
A Distributor who sells his or her distributorship shall not be
willing to purchase the existing distributorship upon the same
eligible to re-apply as an Immunotec Distributor for a period
terms provided in the offer to the seller’s Sponsor. The buyer,
of at least twelve (12) full calendar months after the sale. No
transferee or assignee must complete a Distributor Agreement
changes in line of sponsorship shall result from the sale or
(or Transfer Agreement if he or she is a current Immunotec
transfer of an Immunotec business.
Distributor) and possess reasonable ability to satisfactorily
perform the obligations of an Immunotec Distributor who is of
the same rank or status as the selling Distributor and purchase a
starter kit if said buyer, transferee or assignee is a new distributor.
10 IMMUNOTEC BUSINESS GUIDE

Upon complete execution of the purchase and sale agreement, 2.11 ANNUAL RENEWAL
and the new Distributor Agreement, the parties must submit All Distributorships are valid for a period of one year and
copies of the same to Immunotec’s Distributor Support expire one year after the date of acceptance of the
Department for review and approval. Immunotec reserves the Application and Agreement. Distributors are responsible to
right to request additional documentation that may be pay their renewal fees on time. Distributors who wish to
necessary to analyze the transaction between the buyer and renew can do so by paying a renewal fee by their renewal
seller. Immunotec’s Distributor Support Department will, in its date, as established by Immunotec for Distributorship
sole and absolute discretion, approve or deny the sale, transfer renewals.
or assignment within thirty (30) days after its receipt of all
necessary documents from the parties. Distributors who do not renew their distributorship and pay
their renewal fee within 60 days following their renewal date
If the seller sells, transfers or assigns or attempts to sell, will be deemed to have voluntarily resigned and their file will
transfer or assign his or her distributorship with terms be deactivated. (Please see Cancellation following a Failure to
different from those set forth in the offer to the seller’s Renew - Section 14.7)
Sponsor, such transfer shall be voidable at Immunotec’s
option. Further, if the parties fail to obtain Immunotec’s 2.12 ADDRESS, PHONE AND NAME CHANGES

approval for the transaction, the transfer shall be voidable at Distributors are required to notify Immunotec, in writing, two

Immunotec’s option. The purchaser of the existing (2) weeks prior to any change in Distributor information.

distributorship will assume the obligations and position of the These changes include, but are not limited to, address, name,

selling Distributor. A Distributor who sells his or her telephone and fax number and change of e-mail address.

distributorship shall not be eligible to re-apply as an


Immunotec Distributor for a period of at least twelve (12)
full calendar months after the sale.
POLICIES AND PROCEDURES 11

S E C T I O N

3.
DISTRIBUTOR TAX REPORTING RESPONSIBILITIES
Immunotec is not responsible for collecting income taxes on any monies earned by Distributors. Immunotec does
not deduct any taxes from commission or bonus checks in Canada or the United States.

In the United States, retail sales could be subject to local sales taxes. In Canada, Immunotec products and
services are subject to the Goods and Services Tax (GST) and to the Provincial Sales Tax (PST) where applicable.
If you have any questions about reporting sales taxes, please contact your local tax authority. Each Distributor is
responsible for all taxes on any earnings from Immunotec, or the sale of Immunotec products.

3.1 AMERICAN RESIDENTS CANADA:


Each year Immunotec provides the Internal Revenue Service To this end, Immunotec will collect Goods and Services Tax
(IRS) with a 1099-Misc form (Non-employee Compensation (GST) on all Canadian sales of taxable goods and/or services
Earnings Statement) for each American resident who falls and will also collect Provincial Sales Tax (PST) on sales of
into the following categories: registered as an individual on products shipped to Quebec or picked up in Quebec.
the Application and Agreement form (IRL-1) and had earnings Immunotec will not collect the GST and/or the PST in Nova
and/or won prizes of over $600.00 in the previous calendar year; Scotia, New Brunswick and Newfoundland but will collect the
had commissionable purchases listed on their Independent Harmonized Sales Tax (HST).
account in excess of $5,000.00 (based on wholesale price), or
The taxes will be calculated on the actual price paid by
in accordance with individual state regulations.
Distributors and/or Customers.
3.2 CANADIAN RESIDENTS
UNITED STATES:
Each year Immunotec provides Revenue Canada with a T4-A
On behalf of American distributors, Immunotec will collect
form for each Canadian resident who has registered with
sales tax for each state that allows or requires it to do so (for
Immunotec on an Application and Agreement form (IRL-1)
additional information such as specific states that require
and had earnings and/or prizes or bonuses of $500.00 or more.
Immunotec to collect sales tax, please visit the back office of
3.3 QUEBEC RESIDENTS your personal Web site) and will remit the tax to the
Each year Immunotec provides residents of the Province of appropriate government agencies.
Quebec who have earned in excess of $50.00 in commissions
Immunotec is required to collect and remit sales taxes based
and / or prizes with a “Relevé 1” form.
on its “suggested retail price” and the sales tax rates
3.4 RETAIL SALES TAX applicable to the ship-to address. The suggested retail price
In designing the Immunotec opportunity, one of our guiding will be used as the tax base except when:
philosophies has been to free Distributors from as many
The distributor’s state allows the use of resale certificates or
administrative, operational, and logistical tasks as possible.
tax numbers. In this case, if the purchase is made for resale
By doing so, Distributors are free to concentrate on those
and the distributor has a valid resale certificate or tax
activities that directly affect their incomes, namely product
number on file with Immunotec, Immunotec will not collect
sales and enrolment activities.
12 IMMUNOTEC BUSINESS GUIDE

the applicable taxes from the distributor. The distributor is If your state does not allow Immunotec to collect sales taxes
responsible for collecting and remitting taxes to the for Distributors, you are responsible for collecting and reporting
appropriate taxing authorities. applicable sales taxes for each face-to-face sale made.
Distributors agree to indemnify and hold harmless Immunotec
The purchase satisfies the requirements of the Personal Use from any tax responsibility or obligation, whether as to
Policy described below. Taxes will be based on the actual price collection, reporting, withholding or otherwise.
paid by the distributor.
OR
Immunotec sells directly to Customers who have been
referred to Immunotec by a distributor. These Customers are Please consult the U.S. Sales Tax Policy in the back office of
eligible to purchase at a range of discounts. Taxes will be your personal Web site for additional information pertaining
charged based on the purchase price paid by the Customer. A to U.S. Sales Taxes such as Personal Use definition, what
Customer is not eligible to resell products, nor use their states require Immunotec to collect sales tax, etc.
account to make products available to another Customer.
3.5 INDIAN STATUS / TAX EXEMPT FORMS
PERSONAL USE: Immunotec must receive a certified copy of all tax-exempt
Immunotec will collect the applicable sales tax on products forms before Distributors will be exempt from any taxes.
purchased for personal use based on the actual price paid by There are no retroactive exemptions if the proper forms are
the distributor, subject to the limitations described below. not received before any orders are placed.

For the purpose of this policy, personal use includes products 3.6 OTHER FORMS
personally consumed by the distributor and consumption Immunotec reserves the right to provide the applicable
by the officers, directors, shareholders, or employees of federal, state and provincial tax authorities, both in the
the distributorship if the distributor is operating under a United States and Canada, with any additional tax forms as
business name. required by changes to applicable tax legislation.

Each distributor may order a maximum of $500 worth of


products for “personal use” on a monthly basis through the
Immunotec autoship (shuttle) program. Immunotec will
accept the Distributor’s representation that the product is for
personal use at the time of the automatic shipment order
setup, whether the representation is made in writing, by fax,
electronically, or verbally.

The distributor is responsible for abiding by the


representation. All of Immunotec’s products ordered on the
autoship program will be considered and count toward the
monthly personal use limit.
POLICIES AND PROCEDURES 13

S E C T I O N

4.
REPRESENTATIONS MADE BY DISTRIBUTORS
Each Distributor will honestly, ethically, truthfully, fairly and in accordance with all applicable laws, represent
Immunotec products and programs in all discussions, seminars, meetings and approved advertising with or given to
the public, Customers, Distributors or prospective Distributors. Distributors are prohibited from misrepresenting or
omitting any significant material facts or statements about the Immunotec products or programs.

Distributors shall make it clear that Immunotec programs are based upon the retail sales of Immunotec products
and that an individual will not be successful by sponsoring others without emphasis on retail sales. The Distributor
should emphasize that each Distributor is an independent contractor, and like any other independent business, each
Distributor’s success or failure depends on that Distributor’s personal efforts. There can be no representation or
guarantee that any Distributors will achieve any level of income, profit or success. Furthermore, Distributors are
not permitted to make false or misleading claims with respect to Immunotec products. The Distributorship
Agreement in no way holds Immunotec responsible for expenses that are incurred in running a Distributor’s
business. The Distributor agrees to indemnify and hold harmless Immunotec, from any and all liability including
civil, criminal or penal fines, penalties, governmental or administrative sanctions, refunds, judgments, sanctions,
attorneys’ fees, court costs or lost business incurred as a result of a Distributor’s unauthorized representations.

Distributors determine their own business hours and methods of sale, providing they comply with the Policies and
Procedures stated in official company literature and do not commit any unfair or deceptive trade practices or
violate any requirements of Federal, State or Provincial laws.

All Distributors shall safeguard and promote the good reputation of Immunotec and its products. The marketing
and promotion of Immunotec, the Immunotec opportunity, the Compensation Plan, and Immunotec products shall
be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral
conduct or practices.

Distributors shall not offer the Immunotec opportunity through, or in combination with, any other system,
program, or method of marketing other than that specifically set forth in official Immunotec literature without
prior written approval by Immunotec. Distributors shall not require or encourage other current or prospective
Customers or Distributors to participate in Immunotec in any manner that varies from the program as set forth in
official Immunotec literature. Distributors shall not require or encourage other current or prospective Customers
or Distributors to execute any agreement or contract other than official Immunotec agreements and contracts in
order to become an Immunotec Distributor. Similarly, Distributors shall not require or encourage other current or
prospective Customers or Distributors to make any purchase from, or payment to, any individual or other entity to
participate in the Immunotec Compensation Plan other than those purchases or payments identified as
recommended or required in official Immunotec literature.
14 IMMUNOTEC BUSINESS GUIDE

4.1 BUSINESS CARDS, STATIONERY, PHONE LISTING The Distributor seeking to transfer submits a properly
Business cards, Stationery or Phone Listings must indicate completed and fully executed Distributorship Agreement
that the person presenting the card, the Stationery or on the which includes the written approval of any and all upline
Phone listing is an Independent Distributor and must conform Distributors whose compensation may be directly or indirectly
to the advertising guidelines (section 5). affected by said change. In some cases, Immunotec may
require all Distributor signatures to be notarized. The
4.2 SPONSORS Distributor who requests the transfer must submit a fee of
All active Distributors in good standing have the right to $25.00 for administrative charges and data processing. If the
sponsor and enroll others into Immunotec. New applicants transferring Distributor also wants to move any of the
have the right to choose who their Sponsor will be. Distributors in his or her marketing organization, said
Professional courtesy dictates that the first Distributor who Distributor must indicate this clearly on the Sponsorship
presented the Applicant with the complete Immunotec Transfer Form. All downline Distributors will remain in the
business opportunity will sponsor the prospective Distributor. same relative position. Should upline or sponsor information
If more than one Distributor claims to be the rightful change for any downline, then a separate Sponsorship
Sponsor, Immunotec shall honor the first signed Application Transfer Form must be completed for each change. Downline
and Agreement received at its Head Office. Distributors will not be moved with the transferring
Distributor unless all of the requirements of this paragraph
4.3 CHANGE OF SPONSOR
are met. Transferring Distributors must allow up to thirty
To protect the integrity of all marketing organizations and
(30) days after the receipt of the Sponsorship Transfer Forms by
safeguard the hard work of all Distributors, Immunotec
Immunotec for processing and verification of change requests.
strongly discourages changes in sponsorship. Maintaining the
integrity of sponsorship is critical for the success of every Any Distributor wishing to change Sponsors without such
Distributor and marketing organization. Accordingly, the consent as more explicitly detailed in sub paragraphs (a) and
transfer of an Immunotec business from one sponsor to (b) must resign, (please see Voluntary resignation Section
another is rarely permitted. 14.6) and remain inactive (i.e., no purchase of Immunotec
products for resale, no sales of Immunotec products, no
Requests for change of sponsorship must be submitted in
sponsoring, no attendance at any Immunotec functions, no
writing to the Distributor Support Department, and must
participation in any other form of Distributor activity, or
include the reason for the transfer. Transfers will only be
operation of any other Immunotec business) forfeiting any
considered in the following two (2) circumstances:
downline and commissions or bonuses from their current
In cases involving fraudulent inducement, unethical downline, and file another Application Agreement twelve (12)
sponsoring or conduct or criminal acts, a Distributor may months after Notice of Resignation is received by Immunotec.
request that he or she be transferred to another organization
with his or her entire marketing organization intact. All
requests for transfer as herein stated shall be evaluated on a
case by case basis.
POLICIES AND PROCEDURES 15

4.4 SPONSOR RESPONSIBILITIES 4.4.2 INCREASED TRAINING RESPONSIBILITY


As Distributors progress through the various levels of
4.4.1 ONGOING TRAINING leadership, they will become more experienced in sales
Distributors may sponsor others into the Immunotec techniques, product knowledge, and understanding of the
distributor network as new Distributors. The Sponsor has the Immunotec program. They may be called upon to share this
responsibility of providing the new Distributor with sufficient knowledge with less experienced Distributors within their
training, support and information about the Immunotec organization.
products and programs. Distributors must provide the most
current version of the Policies and Procedures and the 4.4.3 ONGOING SALES RESPONSIBILITY
Compensation Plan to individuals whom they are sponsoring Regardless of their level of achievement, Distributors have an
to become Distributors before the applicant signs an ongoing obligation to continue to personally promote sales
Application & Agreement. Additional copies of the Policies through the generation of new Customers and through
and Procedures can be acquired from Immunotec. servicing their existing Customers.

A Distributor must have continuing contact with his or her 4.5 CROSS-SELLING / CROSS-SPONSORING
downline organization and keep them informed about changes
4.5.1 CROSS-SELLING
and updates. Examples of such contact and communication
Immunotec Distributors are free to participate in other
may include, but are not limited to: newsletters, written
multilevel or network marketing business ventures or
correspondence, personal meetings, telephone contact, voice
marketing opportunities (collectively “network marketing”).
mail, electronic mail, and the accompaniment of downline
However, during the term of this Agreement, Distributors may
Distributors to Immunotec meetings, training sessions, and
not recruit other Immunotec Distributors or Customers other
other functions. Upline Distributors are also responsible to
than those whom he/she personally sponsored for any other
motivate and train new Distributors in Immunotec product
network marketing business. Following the cancellation of this
knowledge, effective sales techniques, the Immunotec
Agreement, and for a period of ten months thereafter, a
Compensation Plan, and compliance with Company Policies
former Distributor may not recruit any Immunotec
and Procedures. Communication with and the training of
Distributor or Customer for another network marketing
downline distributors must not, however, violate Section 13
business if: 1) that Distributor or Customer was in the former
(regarding the development of distributor-produced sales aids
Distributor’s downline marketing organization; or 2) the
and promotional materials).
former Distributor met, developed a relationship with, or
Distributors must monitor the Distributors in their Downline gained knowledge of the Distributor or Customer by virtue of
Organizations to ensure that Downline Distributors do not their mutual participation in Immunotec. The term “recruit”
make improper product or business claims, or engage in any means actual or attempted solicitation, enrolment,
illegal or inappropriate conduct. Upon request, every encouragement, or effort to influence in any other way, either
Distributor should be able to provide documented evidence to directly or through a third party, another Immunotec
Immunotec of his or her ongoing fulfillment of the Distributor or Customer to enroll or participate in another
responsibilities of a Sponsor. multilevel marketing, network marketing or direct sales
opportunity. This conduct constitutes recruiting even if the
Distributor’s actions are in response to an inquiry made by
another Distributor or Customer.
16 IMMUNOTEC BUSINESS GUIDE

Distributors must not sell, or attempt to sell, any competing 4.6 ASSIGNMENT OF LEADS
products to Immunotec Customers or Distributors, except Immunotec rarely receives inquiries from the general public.
those that they have personally sponsored. Any product in the In rare cases where leads are received, Immunotec tries to
same generic category as an Immunotec product is deemed to determine, to the best of its ability, if the inquiry originated
be competing (e.g., any dietary supplement is in the same through the efforts of a particular Distributor. If no contact
generic category as Immunotec’s dietary supplements, and is to a Distributor can be traced, Immunotec will assign the
therefore a competing product, regardless of differences in leads to Distributors at its sole discretion, on a rotating basis.
cost, quality, ingredients or nutrient content.).
4.7 UNAUTHORIZED CLAIMS AND ACTIONS
Distributors may not display Immunotec products or services 4.7.1 INDEMNIFICATION
with any other products or services in a fashion that might in A Distributor is fully responsible for all of his or her verbal
any way confuse or mislead a prospective Customer or and written statements made regarding Immunotec products
Distributor into believing there is a relationship between the and the Compensation Plan which are not expressly contained
Immunotec and competitive products or services. Distributors in official Immunotec materials. Distributors agree to
may not offer the Immunotec opportunity, products or indemnify Immunotec and Immunotec’s directors, officers,
services to prospective or existing Customers or Distributors employees, and agents, and hold them harmless from any and
in conjunction with any non-Immunotec program, opportunity, all liability including judgments, civil penalties, refunds,
product or service. Distributors may not offer any non- attorney fees, court costs, or lost business incurred by
Immunotec opportunity, products or services at any Immunotec as a result of the Distributor’s unauthorized
Immunotec-related meeting, seminar or convention, or representations or actions. This provision shall survive the
immediately following such event. termination of the Distributor Agreement.

4.5.2 CROSS-SPONSORING 4.7.2 PRODUCT CLAIMS


Actual or attempted cross-sponsoring is strictly prohibited. No claims (which include personal testimonials) as to
“Cross-sponsoring” is defined as the enrolment of an therapeutic, curative or beneficial properties of any products
individual or entity that already has a current Customer or offered by Immunotec may be made except those contained in
Distributor Agreement on file with Immunotec, or who has official Immunotec literature. In particular, no Distributor
had such an agreement within the preceding twelve (12) may make any claim that Immunotec products are useful in
calendar months, within a different line of sponsorship. The the cure, treatment, diagnosis, mitigation or prevention of any
use of a spouse’s, relative’s name or an agreement made diseases; such statements can be perceived as medical or drug
between individuals, trade names, DBAs (doing business as), claims. Not only are such claims in violation of Immunotec
assumed names, corporations, partnerships, trusts, federal ID policies, but they potentially violate federal, provincial, and
numbers, or fictitious ID numbers to circumvent this policy is state laws and regulations.
prohibited. Distributors shall not demean, discredit or defame
other Immunotec Distributors in an attempt to entice another
Distributor to become part of the first Distributor’s
marketing organization. This policy shall not prohibit the
transfer of an Immunotec business in accordance with
Section 2.10.
POLICIES AND PROCEDURES 17

4.7.3 INCOME CLAIMS 4.8 NON-DISPARAGEMENT


In their enthusiasm to enroll prospective Distributors, some Immunotec wants to provide its Independent Distributors
Distributors are occasionally tempted to make income claims with the best products, Compensation Plan, and service in the
or earnings representations to demonstrate the inherent industry. Accordingly, we value your constructive criticism and
power of network marketing. This is counterproductive comments. All such comments should be submitted in writing
because new Distributors may become disappointed very to the Distributor Support Department. Remember, to best
quickly if their results are not as impressive or as rapid as the serve you, we must hear from you! While Immunotec
results others have achieved. At Immunotec, we firmly believe welcomes constructive input, negative comments and remarks
that the Immunotec income potential is great enough to be made in the field by Distributors about the Company, its
highly attractive, without reporting the earnings of others. products, or Compensation Plan serve no purpose other than
to sour the enthusiasm of other Immunotec Distributors. For
Moreover, the U.S. Federal Trade Commission, Industry this reason, and to set the proper example for their downline,
Canada and several states and provinces have laws or Distributors must not disparage Immunotec, other Immunotec
regulations that regulate or even prohibit certain types of
Distributors, Immunotec’s products, the Compensation Plan,
income claims and testimonials made by persons engaged in
or Immunotec’s directors, officers, or employees. The
network marketing. While Distributors may believe it
disparagement of Immunotec, other Immunotec Distributors,
beneficial to provide copies of checks, or to disclose the
Immunotec’s products, the Compensation Plan, or
earnings of themselves or others, such approaches have legal
Immunotec’s directors, officers, or employees constitutes a
consequences that can negatively impact Immunotec as well
material breach of these Policies and Procedures.
as the Distributor making the claim unless appropriate
disclosures required by law are also made at the same time as
the income claim or earnings representation. Because
Immunotec Distributors do not have the data necessary to
comply with the legal requirements for making income
claims, a Distributor, when presenting or discussing the
Immunotec opportunity or Compensation Plan to a
prospective Distributor, may not make income projections,
income claims, or disclose his or her Immunotec income
(including the showing of checks, copies of checks, bank
statements, or tax records). Hypothetical income examples
that are used to explain the operation of the Compensation
Plan, and which are based solely on mathematical
projections, may be made to prospective distributors, so long
as the Distributor who uses such hypothetical examples 1)
makes clear to the prospective distributor(s) that such
earnings are hypothetical; and 2) provides, within reasonable
time, each prospective Distributor with a current copy of
Immunotec’s official income disclosure statement.
18

S E C T I O N

5.
ADVERTISING
Immunotec encourages Distributors to advertise and promote the company’s products and marketing
opportunities. However, it is critically important that all Distributors comply with the advertising guidelines
contained in these Policies and Procedures. Failure to comply could result in damage to the reputation and
goodwill of Immunotec and its products and could result in possible legal action. In order to protect Immunotec
and its Distributors, Immunotec reserves the right to suspend and/or terminate Distributors who are in violation of
these advertising guidelines.

5.1 TRADEMARKS, LOGOS, NAMES AND COPYRIGHTS provincial laws. Were Immunotec Distributors allowed to
Distributors may not use Immunotec trademarks, logos, name develop their own sales aids and promotional materials (which
or trade names or any distinctive phrases used by Immunotec includes Internet advertising), notwithstanding their integrity and
in its business except as stated in these Policies and good intentions, the likelihood that they would unintentionally
Procedures. Distributors who make authorized use of violate any number of statutes or regulations affecting an
Immunotec’s trademarks, logos, name or trade names must Immunotec business is almost certain. These violations would
clearly indicate the term «Independent Distributor» and it jeopardize the Immunotec opportunity for all Distributors.
must be placed directly under the logo or trademark used. The
Sales aids and support materials include but are not limited
same guidelines apply to business supplies such as letterhead,
to: CD-ROMs, DVDs, product brochures, video tapes, audio
envelopes, promotional items, etc. Distributors may not use
tapes, reference books, health booklets and product catalogs.
Immunotec trademarks or names in the domain names of
Distributors may generate advertising pieces such as those
Web site addresses or within an electronic address.
intended for the print media, (i.e. newspapers and magazines),
Distributors may not produce for sale or distribution any for broadcast on radio or television or for meetings, provided
recorded company events and speeches without written they are submitted to and approved by Immunotec prior to their
permission from Immunotec nor may Distributors reproduce use. In order to provide an answer when solicited to pre-approve
for sale or for personal use any recording of company- a Distributor-generated advertising piece as more explicitly
produced audio or video tape presentations. detailed hereinabove, Immunotec requires a minimum of three
business days. Unless the Distributor receives specific written
5.2 LITERATURE, SALES AIDS, TELEVISION approval to use said advertising piece, the request shall be
AND RADIO deemed denied.
To promote both the products and the opportunity Immunotec
offers, Distributors must use only the sales aids and support
materials produced by Immunotec. The rationale behind this
requirement is simple. Immunotec has carefully designed its
products, product labels, Compensation Plan, and
promotional materials to ensure that each aspect of
Immunotec is fair, truthful, substantiated, and complies with
the vast and complex legal requirements of federal, state, and
POLICIES AND PROCEDURES 19

5.3 INTERNET/WORLD WIDE WEB PAGES any person with whom the Distributor has an established
Immunotec will provide all distributors with a customizable, business or personal relationship. The term “established
replicated version of the corporate Web site upon enrolment. business or personal relationship” means a prior or existing
Distributors may use their personal Web site as stipulated in relationship formed by a voluntary two-way communication
the Terms of Use on the Web site. Distributors are prohibited between a Distributor and a person, on the basis of: (a) an
from putting up or having direct or indirect interest in a Web inquiry, application, purchase or transaction by the person
site that is independent from the Immunotec corporate site regarding products offered by such Distributor; or (b) a
and that serves to promote or sell the Immunotec business, personal or familial relationship, which relationship has not
products or opportunity. Any site in which a Distributor has been previously terminated by either party.
an interest other than their personal Immunotec site, may not
make reference to Immunotec trademarks, logos, names or 5.4 INQUIRIES FROM MEDIA

trade names or any distinctive phrases used by Immunotec in In order to ensure accuracy and consistency in the

its business. Distributors may create a link to their personal information given to members of the media, Distributors

Immunotec site from a compliant independent Web site and receiving any inquiry regarding Immunotec, its products,

may redirect existing URLs to their Immunotec Internet employees, or marketing programs must immediately refer the

address. Said personal compliant Web site which redirects inquiring parties to Immunotec’s Head Office through our

users to an Immunotec Internet address must not promote any Marketing Department. Personal appearances made by
other products and/or business opportunity, must not promote Immunotec Distributors on television or radio to represent
any health-related benefits derived from any ingredients found Immunotec products or services are prohibited without the prior
in any of Immunotec’s products nor may it contain or explain written approval of Immunotec’s Marketing Department.
the benefits associated with the intake or use of any specific
5.5 TELEPHONE / TELEMARKETING
or combined ingredients found in any of Immunotec’s products.
Immunotec prohibits Distributors from answering or
The use of any other Web site or Web pages (including identifying themselves on the telephone in any manner that
without limitation, auction sites such as “eBay”) to promote would make callers believe they have reached the corporate
Immunotec products and/or the business opportunity is offices of Immunotec. Distributors should therefore refrain
strictly forbidden and any breach of this provision shall from using Immunotec’s name in answering the phone by
constitute a material breach of these Policies and Procedures. saying ”Immunotec” or, “this is (name) with Immunotec”.
This also applies to telephone listings and recorded messages.
Except as provided in this section, Distributors may not use The approved telephone listing for all telephone publications
or transmit unsolicited faxes, mass e-mail distribution, is “Immunotec Independent Distributor (name)”.
unsolicited e-mail, or “spamming” relative to the operation of
their Immunotec businesses. The terms “unsolicited faxes” Distributors must not engage in telemarketing relative to the
and “unsolicited e-mail” mean the transmission via telephone operation of their Immunotec businesses.The term “telemarketing”
facsimile or electronic mail, respectively, of any material or means the placing of one or more telephone calls to an
information advertising or promoting Immunotec, its individual or entity to induce the purchase of an Immunotec
products, its Compensation Plan or any other aspect of the product, or to recruit them for the Immunotec opportunity.
company which is transmitted to any person, except that these “Cold calls” made to prospective Customers or Distributors
terms do not include a fax or e-mail: (a) to any person with that promote either Immunotec’s products or the Immunotec
that person’s prior express invitation or permission; or (b) to opportunity constitute telemarketing and are prohibited.
20 IMMUNOTEC BUSINESS GUIDE

Notwithstanding the foregoing, a Distributor may place In addition, Distributors shall not use automatic telephone
telephone call(s) to a prospective Customer or Distributor (a dialing systems relative to the operation of their Immunotec
“prospect”) under the following limited situations: businesses. The term “automatic telephone dialing system”
means equipment that has the capacity to: (a) store or
a) If the Distributor has an established business relationship
produce telephone numbers to be called, using a random or
with the prospect. An “established business relationship” is
sequential number generator; and (b) to dial such numbers.
a relationship between a Distributor and a prospect based on:
5.6 TRADE SHOWS AND FAIRS
i. The prospect’s purchase, rental, or lease of goods or Each Distributor is responsible for contacting the appropriate
services from the Distributor within the eighteen (18) local authorities regarding any required sales licenses,
months immediately preceding the date of a telephone permits or forms with regard to participation in an event such
call to induce the prospect’s purchase of a product or as a trade show, fair, or exhibition (an “Event”). If a license,
services; or permit or special form is required, a copy must be sent to
Immunotec for its permanent records.
ii. A financial transaction between the prospect and the
Distributor within the eighteen (18) months
You must receive prior permission from Immunotec before
immediately preceding the date of such a call. setting up an exhibit at any Event. Your request to attend a
specific Event must be sent in writing to the Distributor
b) The prospect’s personal inquiry or application regarding
Support Department. When permission is granted, it is
a product or service offered by the Distributor within
granted for the specific Event only. Permission does not carry
the three (3) months immediately preceding the date of
over to the same Event on another date or at another place.
such a call.
Immunotec grants permission for only one Distributor to
c) If the Distributor receives written and signed permission display Immunotec products at each Event. If two
from the prospect authorizing the Distributor to call. The Distributors apply for permission to represent Immunotec at
authorization must specify the telephone number(s) which any given Event, preliminary permission will be granted to
the Distributor is authorized to call. each Distributor. Final approval will be given to the first
Distributor who provides Immunotec with a copy of the booth
d) Distributors may call family members, personal friends, space contract showing proof of payment for such Event.
and acquaintances. An “acquaintance” is someone with
whom a Distributor has at least a recent first-hand Distributors are encouraged to cooperate with each other for
relationship (i.e., the Distributor recently personally met such Events, but Immunotec remains the final authority on
him or her). Bear in mind, however, that if a Distributor approval of attendance at Events where Immunotec products
makes a habit of “card collecting” from everyone he or she are represented or displayed.
meets and subsequently calling them, the Federal Trade
If an Independent Distributor wishes to take credit card
Commission or Canadian Competition Bureau may
payments for their retail sales, said Independent Distributor
consider this a form of telemarketing that is not subject to
must obtain his or her own merchant account from a third
this exemption. Thus, if Distributors engage in calling
party which offers said services.
“acquaintances”, the Distributor must make such calls on
an occasional basis only and not as a routine practice.
POLICIES AND PROCEDURES 21

5.7 DISPLAYS OF PRODUCT 5.8 MEDICAL CLAIMS AND PRODUCT TESTIMONIALS


In an effort to promote the sales of Immunotec products No claims as to the therapeutic and or curative properties or
through person-to-person commercialization and to maintain health benefits of Immunotec products may be made except
a fair and level playing field, Immunotec products may not be those approved by Immunotec in writing or as contained in
displayed in any retail outlet, including, but not limited to, the official Immunotec literature, produced and distributed by
drugstores, pharmacies, supermarkets, retail stores, food Immunotec. In particular, no Distributor may make any claim
stores, natural health product stores, shopping malls or that Immunotec products are useful in the treatment or cure
restaurants. Instead, signs, brochures, and flyers may be of any disease or disorder. Medical claims regarding
displayed, indicating that products are available. Immunotec products are strictly prohibited. Distributors
should recommend to any Customer who is currently under a
physician’s care, or any medical treatment, to seek the advice
of their physician before altering their nutritional regimen to
include Immunotec products.
22

S E C T I O N

6.
SALES REQUIREMENTS

6.1 MARKETS FOR DISTRIBUTORS A minimum of seventy percent (70%) of a Distributor’s


Due to international regulations regarding ingredient labeling; personal orders must be sold to his or her personal retail
licensing of product; legal and tax considerations; compliance Customers. Distributors may not purchase additional product
with Customs; and tax and import laws, Immunotec must until at least seventy percent (70%) of the previous order has
limit the resale of Immunotec products to Customers and been sold to end-use consumers. By reordering, a Distributor
Distributors located in Canada and the United States. certifies that he or she has complied with this policy.
Immunotec products or sales aids may not be shipped to or
6.3 NO PRICE OR TERRITORY RESTRICTIONS
sold in any country other than the United States or Canada.
Distributors are not required to sell Immunotec products at
Accordingly, Distributors are authorized to sell Immunotec the suggested retail prices set by Immunotec on the
products and enroll Customers or Distributors only in the Immunotec Price List. Distributors may sell Immunotec
countries of Canada and the United States. Immunotec products at any price they choose. There are no exclusive
products or sales aids cannot be shipped into or sold in any territories granted to anyone. No franchise fees are required.
foreign country.
However, to protect the value of Immunotec’s products and to
6.2 PRODUCT SALES prevent inventory loading, Independent Distributors may not
The Immunotec Compensation Plan is based upon the sale of sell any or all of Immunotec’s products under the published
Immunotec products to end-use consumers. Distributors must wholesale price.
fulfill personal and Downline Organization retail sales
6.4 SALES RECEIPTS
requirements (as well as meet other responsibilities set forth
All Distributors must provide their retail Customers with two
in the Agreement) to be eligible for bonuses, commissions and
copies of an official Immunotec sales receipt at the time of
advancement to higher ranks of achievement. The following
the sale. These receipts set forth the Customer Satisfaction
sales requirements must be satisfied for Distributors to be
Guarantee for Immunotec products, as well as any consumer
eligible for commissions:
protection rights afforded by federal, provincial, or state law.
Distributors must satisfy the Personal Volume (PV), Personal A written order or receipt shall be delivered to the Customer
Group Volume (PGV) and Total Organization Volume (TOV) at the time of sale, which sets forth in language that is clear
requirements associated with their rank as specified in the and free of ambiguity:
Immunotec Compensation Plan. “Personal Group Volume”
All the terms and conditions of sale, with specification of the
includes purchases made by the Distributor and purchases
total amount the Customer will be required to pay, including
made by the Distributor’s personally enrolled ImmunoDirect
all interest, service charges and fees, and other costs and
Customers. Organization Volume shall include the total Sales
expenses as required by federal, provincial and state law;
Volume of all Distributors in his or her marketing organization.
POLICIES AND PROCEDURES 23

THE NAME AND ADDRESS OF THE SALESPERSON OR Remember that Customers must receive two copies of the sales
THE MEMBER FIRM REPRESENTED. receipt. In addition, Distributors who make “door-to-door”
Distributors must maintain all retail sales receipts for a period sales must attach to the duplicate a statement of consumer
of two years and furnish them to Immunotec at the Company’s cancellation rights and a cancellation form.
request. Records documenting the purchases of Distributors’
For the purposes of these Policies and Procedures, a
ImmunoDirect Customers will be maintained by Immunotec.
“door-to-door” sale means a sale or contract for sale of
If a sale qualifies as a “door-to-door” sale, Distributors must consumer goods or services with a purchase price of $25 or
ensure that the following information is contained on each more, in which the buyer’s agreement or offer to purchase is
sales receipt: made at a place other than the place of business of the seller
(e.g., sales at the buyer’s residence or at facilities rented on a
(1) The date of the transaction and address where it is signed; temporary or short-term basis, such as hotel or motel rooms,
convention centers, fairgrounds and restaurants, or sales at
(2) The date (not earlier than the tenth business day following
the buyer’s workplace). The phrase “consumer goods or
the date each party is in possession of a duplicate of the
services” is defined as “goods or services purchased, leased,
receipt) by which the buyer may give notice of
or rented primarily for personal, family, or household
cancellation; and
purposes, including courses of instruction or training
(3) Name, address and telephone number, and where applicable, regardless of the purpose for which they are taken.” Thus,
the electronic address and fax number of each establishment whether a transaction involves “consumer goods or services”
of the itinerant merchant (the selling distributor); will depend upon the ultimate purposes of the purchaser.

(4) Where applicable, the itinerant merchant’s permit number; “DOOR-TO-DOOR” SALES DO NOT INCLUDE A
TRANSACTION:
(5) Name, address and telephone number and, where applicable, (1) Made pursuant to prior negotiations in the course of a
the electronic address and fax number of the Customer; visit by the buyer to a retail business establishment having
a fixed permanent location where the products are
(6) The description and quantity of the goods that are the
exhibited for sale on a continuing basis; or
object of the sale;
(2) Conducted and consummated entirely by mail, email or
(7) The cash price of each item of goods or services;
telephone, and without any other contact between the
(8) The amounts of all taxes chargeable under any federal or buyer and the seller or its representative prior to delivery
provincial act; of the products or performance of the services.

(9) The total amount the Customer must pay for the goods sold;

(10) Where applicable, the terms and conditions of payment;

(11) The frequency and approximate dates of delivery of products.


24 IMMUNOTEC BUSINESS GUIDE

6.5 INVENTORY LOADING PROHIBITED 6.6 BONUS BUYING


Immunotec is a company built on the quality of its products “Bonus buying” includes: (a) the enrolment of individuals or
and their use by consumers. Immunotec does not require entities without the knowledge of and/or execution of an
Distributors to maintain an inventory of products. Application and Agreement by such individuals or entities; (b)
the fraudulent enrolment of an individual or entity as a
Inventory loading is strictly prohibited. Distributors are not Distributor or Customer; (c) the enrolment or attempted
permitted to purchase products in quantities in excess of that enrolment of non-existent individuals or entities as
necessary for their personal use, retail sales and to service the Distributors or Customers (“phantoms”); or (d) the use of a
needs of downline Distributors. Distributors are prohibited credit card by or on behalf of a Distributor or Customer when
from requiring or encouraging new Distributors to purchase the Distributor or Customer is not the account holder of such
excess products for the sole purpose of qualification. In order credit card. Bonus buying constitutes a material breach of
to ensure that inventory loading does not occur, each these Policies and Procedures, and is strictly and absolutely
Distributor wishing to receive commissions under the prohibited.
Immunotec Compensation Plan must certify that at least
seventy percent (70%) of products previously purchased have 6.7 STACKING
been sold to or consumed by end users, and keep accurate The term “stacking” includes: (a) the failure to transmit to
records of monthly sales to specific consumers. These records Immunotec, or the holding of an Application and Agreement
will be subject to inspection by Immunotec upon reasonable in excess of two business days after its execution; (b) the
notice. Each order placed by a Distributor constitutes the placement or manipulation of Applications and Agreements
Distributor’s reaffirmation to Immunotec of the foregoing. for the purpose of maximizing compensation pursuant to
Immunotec’s Compensation Plan; or (c) providing financial
Immunotec will apply its buy-back policy on rescission or assistance to new Distributors for the purpose of maximizing
termination by the Distributor of his or her Distributorship, compensation pursuant to Immunotec’s Compensation Plan.
but Immunotec will not repurchase products or issue refunds Stacking constitutes a material breach of these Policies and
for products certified as having been consumed or sold. Procedures, and is strictly and absolutely prohibited.
Falsely representing the amount of product sold or consumed
in order to advance in the Immunotec Compensation Plan
shall be grounds for the suspension and/or termination of the
Distributorship. Immunotec discourages any Distributor from
encouraging other Distributors to circumvent the inventory
loading prohibition. Immunotec will charge back to a
terminating Distributor’s upline any commission rebates or
bonuses paid on unauthorized product returned from a
terminated Distributor.
POLICIES AND PROCEDURES 25

S E C T I O N

7.
COMMISSIONS

7.1 BONUS AND COMMISSION QUALIFICATIONS 7.2.2 OTHER DEDUCTIONS


A Distributor must be active and in compliance with the Immunotec will deduct from all bonus and commission checks
Agreement to qualify for any and all bonuses and a data processing fee for downline genealogy reports sent to
commissions. Immunotec shall pay commissions, on a monthly Distributors.The minimum fee is $3.00 for a five-page report. A
basis to compliant Distributors in accordance with the fee of $0.10 per additional page will be charged for larger reports.
Compensation Plan. A commission period is equivalent to (1)
7.2.3 UNCLAIMED COMMISSIONS AND CREDITS
calendar month (i.e. January 1st to January 31st). It is the
Distributors must deposit or cash commission and bonus
sole responsibility of the Distributor to qualify within every
checks within six months from their date of issuance. A check
commission period. Immunotec must receive payment in full
that remains uncashed after six months will be void. After a
for any qualifying orders by the end of the commission period.
check has been voided, Immunotec will attempt to notify a
Commissions will not be paid on unpaid orders; nor will
Distributor who has an uncashed check by sending a monthly
unpaid orders count for any qualification. Unpaid orders may
written notice to his or her last known address identifying the
be rolled over into the next Commission period. Qualifying
amount of the check and advising that the Distributor can
points for an order will be assigned on the date the payment is
request that the check be reissued. There shall be a $15.00
received, not the date the order is placed. The minimum
fee for reissuing a check, and a $10.00 fee for each notice
amount for which Immunotec will issue a check is $5.00. If a
that is sent to the Distributor.These charges shall be deducted
Distributor’s bonuses and commissions do not equal or exceed
from the balance owed to the Distributor.
$5.00, the Company will accrue the commissions and bonuses
until they total $5.00 and will issue a check at that time. Customers or Distributors who have a credit on account must
use their credit within six months from the date on which the
7.2 ADJUSTMENTS TO BONUSES AND COMMISSIONS
credit was issued. If credits have not been used within six months,
7.2.1 ADJUSTMENTS FOR RETURNED PRODUCTS Immunotec shall attempt to notify the Distributor or Customer

Distributors receive bonuses and commissions based on the on a monthly basis for the following three months, by sending

actual sales of products to end consumers. When a product is written notice to the last known address, advising the Distributor

returned to Immunotec for a refund or is repurchased by the or Customer of the credit. There shall be a $10.00 charge for

Company, the bonuses and commissions attributable to the each attempted notification. This charge shall be deducted

returned or repurchased product(s) will be deducted from the from the Distributor’s or Customer’s credit on account.

Distributors who received bonuses or commissions on the


Following three unsuccessful attempts at notification,
sales of the refunded products, in the month in which the
Immunotec will cancel the credit.
refund is given, and continuing every pay period thereafter
until the commission is recovered. In the event that any such 7.3 ERRORS OR QUESTIONS
Distributor terminates his or her distributorship, and the If a Distributor has questions about or believes any errors have
amounts of the bonuses or commissions attributable to the been made regarding commissions, bonuses, Downline Activity
returned products have not yet been fully recovered by the Reports, or charges, the Distributor must notify Immunotec
Company, the remainder of the outstanding balance may be in writing within 60 days of the date of the purported error or
set off against any amounts owed to the terminated incident in question. Immunotec will not be responsible for
Distributor pursuant to Section 13.5. any errors, omissions or problems not reported within 60 days.
26

S E C T I O N

8.
ORDERING

8.1 IMMUNODIRECT CUSTOMERS 8.4 SHIPPING AND BACK-ORDER POLICIES


Distributors are encouraged to promote Immunotec’s Immunotec will normally ship products within two (2)
ImmunoDirect Program to retail Customers.The ImmunoDirect business days from the date on which an order is received.
Program allows a retail Customer to purchase his or her Immunotec will expeditiously ship any part of an order
products directly from Immunotec and to sign up to have a currently in stock. If, however, an ordered item is out-of-stock,
pre-selected package of Immunotec products delivered to his it will be placed on back-order and sent when Immunotec
or her home automatically each month. Not only does this receives additional inventory. Distributors will be charged and
make purchasing simpler, it also allows the Customer to take given Personal Volume on back-ordered items unless notified
advantage of the discounted ImmunoDirect Customer prices. on the invoice that the product has been discontinued.
Immunotec will notify Distributors and Customers if items
8.2 PURCHASING IMMUNOTEC PRODUCTS are back-ordered and are not expected to ship within 30 days
Each Distributor should purchase his or her products directly from the date of the order. An estimated shipping date will
from Immunotec. If a Distributor purchases products from also be provided. Back-ordered items may be cancelled upon a
another Distributor or any other source, the purchasing Customer’s or Distributor’s request. Customers and
Distributor will not receive the personal volume that is Distributors may request a refund, credit on account, or
associated with that purchase. replacement merchandise for cancelled back-orders. If a
refund is requested, the Distributor’s Personal Volume will be
8.3 GENERAL ORDERING POLICIES
decreased by the amount of the refund in the month in which
On mail orders with invalid or incorrect payment, Immunotec
the refund is issued.
will attempt to contact the Distributor by phone, and/or mail
to try to obtain another form of payment. If these attempts 8.5 CONFIRMATION OF ORDER
are unsuccessful after the Commission period has expired, the A Distributor and/or recipient of an order must confirm that
order will be cancelled. No C.O.D. orders will be accepted. the product received matches the product listed on the
Immunotec maintains no minimum order requirements. shipping invoice, and is free of damage. Failure to notify
Orders for products and sales aids may be combined. Immunotec of any shipping discrepancy or damage within
thirty days of shipment will nullify a Distributor’s right to
request a correction.
POLICIES AND PROCEDURES 27

S E C T I O N

9.
PAYMENTS

9.1 SUFFICIENT FUNDS 9.2 RETURNED CHECKS


It is the responsibility of each Distributor to ensure that there Checks returned by a Distributor’s bank for insufficient funds
are sufficient funds or credit available in his or her bank will not be re-submitted for payment. A $25.00 returned
account to cover his monthly Autoship order or any order check fee will be charged to the account of the Distributor.
placed via the telephone, fax or Web site. Distributors are also After receiving a returned check from a Customer or a
responsible to provide Immunotec with changes to their credit Distributor, all future orders must be paid by credit card or
card information (such as expiration date or credit card money order. Any outstanding balance owed to Immunotec by
number) five days before a shipment is to be sent. Immunotec a Distributor for NSF checks and returned check fees will be
does not have the obligation to contact Distributors in regard withheld from subsequent bonus and commission checks.
to orders cancelled due to insufficient funds or credit. This
may result in a Distributor’s failure to meet his or her In the event commissions have been paid based on the order

Personal Volume requirements for the month. Distributors for which a check was refused for insufficient funds,

must inform their Customers that should a lack of funds Immunotec will deduct from the following commission period

result in no product purchases during a commission period, said commissions.

they will lose their 40% discount.


28

S E C T I O N S E C T I O N S E C T I O N

10. 11. 12.


SECTION 10. GOVERNMENTAL APPROVAL OR ENDORSEMENT
Neither federal, provincial, nor state regulatory agencies or officials approve or endorse any direct selling or
network marketing companies or programs. Therefore, Distributors shall not represent or imply that Immunotec or
its Compensation Plan have been “approved,”“endorsed” or otherwise sanctioned by any government agency.

SECTION 11. LABELING, PACKAGING OR TAMPERING WITH PRODUCTS


Distributors must not alter, tamper with, or repackage any of the Immunotec products, sales aids or materials.
Distributors who notice any alteration, tampering or repackaging of products should notify Immunotec
immediately. Such relabeling or repackaging could violate federal, provincial, and state laws, which could result in
severe criminal penalties. Civil liability can arise when, as a consequence of the repackaging or relabeling of
products, the persons using the products suffer any type of injury or their property is damaged.

SECTION 12. INSURANCE


Immunotec carries appropriate product liability insurance as protection against claims arising from possible
defects in its products. This coverage does not apply if the Distributor makes unauthorized representations or
claims or if any alteration, tampering, repackaging or modification of the products has occurred. Also, this
coverage does not protect the Distributor against risk that his or her inventory may be damaged or stolen after
receipt. Each Distributor should consult an insurance professional to obtain proper product liability and general
liability insurance, generally referred to as “Business pursuit coverage” to meet his or her individual needs.

Immunotec may periodically increase the amounts and types of coverage required under the terms of this
Agreement to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage
awards or other relevant changes in circumstances. The Distributor’s insurance policies must be primary and
non-contributory to any similar policies maintained by Immunotec. Each policy must give Immunotec thirty (30) days
prior written notice of cancellation, nonrenewal and/or material modification. A certificate of insurance
documenting the required coverage shall be sent to Immunotec Distributor Support Department annually.
POLICIES AND PROCEDURES 29

S E C T I O N

13.
SATISFACTION GUARANTEE AND RETURN POLICY
All product sales made by Immunotec Distributors to Customers are backed by a 30-day money back guarantee.

13.1 IMMUNODIRECT CUSTOMER RETURN POLICY 13.3 RETURN OF PRODUCTS


Immunotec offers a total Customer satisfaction guarantee. Before any product(s) or marketing materials can be returned
ImmunoDirect Customers who are not completely satisfied to Immunotec, a Return Authorization Number (“RA
with the product(s) they have purchased can return all unused Number”) is required. To obtain the RA Number, the
and unopened merchandise within thirty days from the Distributor must contact Immunotec’s Distributor Support
original date of purchase, for a complete refund, less any Department and provide the sales order(s), and lot number(s)
shipping costs. Products that are returned in saleable for all products and marketing materials being returned. Each
condition after thirty days from the date of purchase will be item that is being returned to Immunotec must include a
refunded at ninety percent of the original purchase price less clearly visible RA Number. Items that are returned to
any purchase costs (unless otherwise required by state or Immunotec without a clearly visible RA Number will be
provincial law). Products that are being returned to refused. Any costs incurred will be the responsibility of the
Immunotec must be marked with a clearly visible Return Distributor.
Authorization (RA) number (See Return of Products Section
The Distributor will receive a refund once Immunotec has
13.3). ImmunoDirect Customers who return product(s) must
received the product(s) or marketing material and has verified
cancel their account by faxing or mailing a signed letter of
their condition. All credits will be made by the same method
cancellation to the Distributor Support Department.
of payment as was used for the original order.
13.2 RETAIL CUSTOMERS
13.3.1 RETURN OF PRODUCTS (PRODUCTS
Immunotec offers, through its Distributors, a 100%, 30-day
PURCHASED FOR PERSONAL CONSUMPTION)
money-back guarantee to all retail Customers. Every
If a Distributor is not satisfied with any Immunotec product
Distributor is bound to honor the retail Customer guarantee.
purchased for personal use, the Company offers a 100%, 10-
If, for any reason, a retail Customer is dissatisfied with any
day money-back guarantee (less shipping) on their initial
Immunotec product, the retail Customer may return the
purchase.
unused portion of the product to the Distributor from whom
it was purchased, within thirty (30) days, for a replacement,
exchange or a full refund of the purchase price excluding
shipping costs.
30 IMMUNOTEC BUSINESS GUIDE

13.3.2 RETURNS BY DISTRIBUTORS (PRODUCT If the purchases were made with a credit card, the refund will
RETURNED BY PERSONAL RETAIL CUSTOMERS) be credited back to the same account. The company shall
Immunotec will replace products returned to Distributors by deduct from the reimbursement paid to the Distributor any
retail Customers on the condition that the Distributor signs commissions, bonuses, rebates or other incentives received by
and completes the Customer Refund Application form (IRL- the Distributor which were associated with the merchandise
4) in its entirety, and returns it to Immunotec. This form must that was returned. Immunotec will not buy-back products
include a copy of the retail receipt, along with the section of pursuant to this policy that have been previously certified as
the product(s) packaging bearing the lot number(s). having been re-sold by the Distributor returning products.

Retail Customers have thirty days to return product(s) to Refunds will be issued within fifteen (15) business days of the
their Distributor for a full refund. Distributors have thirty date of return and acceptance by Immunotec.
days to request product replacement from Immunotec.
13.4.1 MONTANA RESIDENTS
Replacement products will not be sent to Distributors who
A Montana resident may cancel his or her Distributor
have not met all the conditions for replacement product as
Agreement within 15 days from the date of enrolment, and
listed on the IRL-4 form.
may return his or her starter kit for a full refund within such
13.4 RETURNS OF INVENTORY AND SALES AIDS time period.
BY DISTRIBUTORS
13.5 COMMISSION AND BONUS REVERSALS
Upon cancellation of a Distributor’s Agreement following
Orders that are returned to Immunotec for refund are subject
Section 14.6, the Distributor may return inventory and sales
to commission and bonus reversals. All commissions and
aids for a refund within one year from the original date of
bonuses that have been paid out to the Distributor and his or
purchase if he or she is unable to sell or use the merchandise.
her upline Distributors will be deducted from the appropriate
A Distributor may only return products and sales aids
Distributor and/or upline Distributor’s commissions owing.
purchased by him or her that are in saleable condition.
Shipping costs will be incurred by Immunotec. Upon receipt
of the saleable products and sales aids, the Distributor will be
reimbursed 90% of the net cost of the original purchase
price(s). Products are considered saleable if they are unused,
unopened and have not passed the expiration date. Any
products or marketing materials that are not considered to be
in saleable condition will not be accepted for a refund and
Immunotec will notify the Independent Distributor of such
non-acceptance. The Distributor will then have the option of
having the product(s) or marketing materials returned to
them, at their own cost. Should the Distributor not notify
Immunotec in writing that he or she wishes to have the
products or marketing materials returned to him or her within
ten days of Immunotec’s notice of non-acceptance,
Immunotec will dispose of the products without any liability
or compensation to the Distributor.
POLICIES AND PROCEDURES 31

S E C T I O N

14.
ADHERENCE TO POLICIES AND PROCEDURES, INACTIVITY AND CANCELLATION
Immunotec Distributors shall monitor the activities of their downline Distributors to help ensure that the Policies
and Procedures are being adhered to. A distributor must promptly and accurately report any possible violations to
the Immunotec Distributor Support Department. Details of the incidents or violation such as dates, number of
occurrences, persons involved, and any supporting documentation should be included in the report.

14.1 VIOLATIONS OF POLICIES AND PROCEDURES Within ten (10) days of receipt of a suspension notice, a
Immunotec reserves the right to take quick and decisive Distributor must provide Immunotec with a detailed
action in supervising and enforcing the Policies and explanation of the incident, for investigative purposes. The
Procedures. Any Distributor who is found to be in violation of Distributor may be asked to divulge his or her future intent
any of the Policies and Procedures or any other rules, with respect to his or her Immunotec distributorship.
regulations and procedures instituted by Immunotec is subject
Failure to properly reply with a substantiated response within
to the disciplinary actions outlined in these Policies and
said timeframe may lead to the Permanent Termination of the
Procedures. The offending Distributor may also be subject to
distributorship.
legal action including, but not limited to, punitive damages
and injunctive proceedings.
In case of multiple ownerships, failure to comply with this
Section will lead to the termination of all distributorships.
14.2 DISCIPLINARY ACTIONS
If substantiated, violations of Immunotec Policies and
14.4 PERMANENT TERMINATION
Procedures will be documented and added to a Distributor’s
If a violation is found to be serious enough to warrant
file. Depending on the severity of the violation, disciplinary
termination, Immunotec reserves the right to pursue all legal
actions may include, but are not limited to, suspension and
recourses against the Distributor. When a decision is made to
subsequent termination of the Distributor’s distribution rights.
terminate a Distributorship, Immunotec will send notice via
the most efficient, reasonable method. A Distributor that is
14.3 SUSPENSION
terminated for violation of the Policies and Procedures shall
If a Distributor is suspended because of a suspected violation
be liable to indemnify and compensate Immunotec for any
of the Policies and Procedures or other misconduct, the
other damages resulting to Immunotec from such conduct.
Distributor will lose all rights to any commissions, bonuses
and payouts during the period in which the suspension applies.
Once notice has been given, the Distributor agrees to cease
That Distributor will also be prohibited from purchasing or
representing himself as an Immunotec Distributor and to
selling any of the Immunotec products or sales aids.
cease operation of his or her distributorship. Termination
Immunotec reserves the right, at its sole discretion, to
imposed upon a distributorship will automatically be applied
determine the length of the suspension. A Distributor that
to all other distributorships owned under the multiple
repeats a violation or has more than two suspensions will
ownership exemption. If a Distributor wishes to appeal the
automatically be terminated as a Distributor and lose all
termination(s), Immunotec must receive written notice within
rights to his or her downline and commissions and bonuses.
fourteen (14) days of the date of the Distributor’s receipt of
the termination notice. If the appeal is not received within the
32 IMMUNOTEC BUSINESS GUIDE

fourteen (14) day period, the termination will automatically In the case where the resigning Distributor is on the Autoship
be deemed final. If an appeal is received within the Program, The Distributor’s Autoship Program will be
aforementioned delay, Immunotec will review and reconsider transferred into an ImmunoDirect Customer Agreement and
the termination, consider any other appropriate action, and will continue in force unless the Distributor specifically
notify the Distributor of its decision. The decision of indicates within the letter of resignation that he or she also
Immunotec will be final and subject to no further review. Once wishes to terminate said ImmunoDirect Customer Agreement.
a Distributorship is terminated, the Distributor will
14.7 CANCELLATION FOLLOWING A FAILURE
immediately cease using any reference to Immunotec
TO RENEW
including telephone listings, replicated Internet Web sites,
A Distributor whose file becomes inactive through a failure to
stationery and any advertising materials.
renew his or her Distributorship will keep their downline and
14.5 NOTICE title status but will no longer be able to place orders, qualify
All notices regarding disciplinary action as outlined in these for commissions, or earn commissions. A file that is inactive
Policies and Procedures, shall be deemed properly delivered for more than 60 days due to a failure to renew will be
by depositing the notice in the mail, addressed to the name of terminated and the Distributor will lose all rights and
the Distributor, and sent to the last address recorded with privileges accorded to that Distributorship.
Immunotec. Immunotec may also arrange for delivery by
14.8 CANCELLATION DUE TO INACTIVITY
courier or messenger service, or send the notice via facsimile
It is the Distributor’s responsibility to lead his or her
transmission or e-mail followed by a confirmation copy sent
marketing organization with the proper example in personal
by mail.
production of sales to end-use consumers. Failure to do so
14.6 VOLUNTARY RESIGNATION could result in the loss of his or her right to receive
Distributors who wish to terminate their Distributorship may commissions from sales generated through his or her
do so at all times, regardless of their reason, provided that marketing organization. Therefore, Distributors who
they send a signed written notice explaining the reason(s) why personally produce less than 180 points of personal sales
the Distributor wishes to terminate his or her distributorship volume for any pay period will not receive a commission for
to Immunotec’s Distributor Support Department by the sales generated through their marketing organization for
registered mail, messenger service or facsimile transmission. that pay period. If a Distributor has not fulfilled his or her
The Distributor is also required to indicate the quantity, sales personal sales requirements for a period of three consecutive
order number and Return Authorization (RA) number for calendar months or does not accumulate a minimum of 1000
each item that the Distributor wishes to return to Immunotec points of Personal Volume for any 12 month period (and thus
(see section 13.5) If the secondary applicant also wishes to become “inactive”), his or her Distributor Agreement shall be
terminate their Distributorship, he/she is also required to sign cancelled due to inactivity. The cancellation will become
the termination notice, and must indicate that the Distributor effective on the day following the last day of the third month
is also terminating his or her Distributorship with Immunotec. of inactivity. Written confirmation of the cancellation will not
be provided by Immunotec.
POLICIES AND PROCEDURES 33

14.9 RECLASSIFICATION FOLLOWING cancellation, Distributors agree to waive all rights they may
CANCELLATION DUE TO INACTIVITY have, including but not limited to, property rights, to their
If a Distributor’s Agreement is cancelled for inactivity, the former downline organization and to any bonuses,
Distributor will be reclassified as an ImmunoDirect Customer commissions, or other remuneration derived from the sales and
and shall be entitled to purchase products at ImmunoDirect other activities from his or her former downline organization.
Customer prices. If the former Distributor was on an Autoship
The former Distributor shall not represent him or herself out
program, his or her Autoship orders shall continue to be sent
as an Immunotec Distributor and shall not have the right to
on a monthly basis under the ImmunoDirect program. Notice
sell Immunotec products or services. A Distributor whose
of the change in status will be sent in the next product order,
Distributor Agreement is cancelled shall receive commissions
via regular mail. If the former Distributor wishes to again
and bonuses only for the last full pay period he or she was
become a Distributor, he or she must submit written notice to
active prior to cancellation (less any amounts withheld during
the Company that he or she wishes to reinstate his or her
an investigation preceding an involuntary cancellation).
Distributor rights. Such notice must be submitted to the
Company no later than three consecutive calendar months
14.11 ROLL-UP OF MARKETING ORGANIZATION
following the cancellation date. An individual that is
When a vacancy occurs in a Marketing Organization due to
reinstated as a Distributor need not purchase a new starter kit.
the termination of an Immunotec business, each Distributor in
the first level immediately below the terminated Distributor
14.10 EFFECT OF CANCELLATION
on the date of the cancellation will be moved to the first level
As long as a Distributor remains active and complies with the
(“front line”) of the terminated Distributor’s sponsor. For
terms of the Distributor Agreement and these Policies and
example, if A sponsors B, and B sponsors C1, C2, and C3,
Procedures, Immunotec shall pay commissions to him or her
should B terminate his or her business, C1, C2, and C3 will
in accordance with the Compensation Plan. A Distributor’s
“roll-up” to A and become part of A’s first level.
bonuses and commissions constitute the entire consideration
for the Distributor’s efforts in generating sales and all
activities related to generating sales (including building a
downline organization). Following a Distributor’s non-renewal
of his or her Distributor Agreement, cancellation for
inactivity, or voluntary or involuntary cancellation of his or
her Distributor Agreement (all of these methods are
collectively referred to as a “cancellation”), the former
Distributor shall have no right, title, claim or interest to the
marketing organization which he or she operated, or any
commission or bonus from the sales generated by the
organization. A Distributor whose business is cancelled will
permanently lose all rights as a Distributor. This includes the
right to sell Immunotec products and services and the right to
receive future commissions, bonuses, or other income
resulting from sales and other activities of the Distributor’s
former downline sales organization. In the event of
2 | IMMUNOTEC SUCCESS GUIDE PRINTED IN CANADA 052007 0000535