Sales and Marketing Plan and Business Rules USEN

GOLD STANDARD PROTECTIONS
INTRODUCTION
As Herbalife continues to grow, we are proud to provide our Distributors with the Gold
Standard in consumer protection. It is important you integrate these Gold Standards into
your business and in your Customer interactions every day; to protect yourself and the
Herbalife brand for the years to come.
TABLE OF CONTENTS
• Gold Standard Guarantees
• U.S Statement of Average Gross Compensation 2021
• Business Tools and Other Optional Expenses
• The Herbalife Satisfaction Guarantee
GOLD STANDARD GUARANTEES
HERBALIFE NUTRITION PROVIDES THE GOLD STANDARD GUARANTEES

1. There are no minimum purchases required and start-up costs are low.
2. There is a fully refundable, 12-month money back guarantee for the cost of the International
Business Pack if Distributorship is canceled for any reason, including the shipping cost to return
the Pack. To obtain a refund, Herbalife Independent Distributors may call Herbalife at
866-866-47447 or submit the refund form available at MyHerbalife.com (http://hrbl.me/
InventoryRefund).
3. There is a 100% refund guarantee on unopened products, including taxes and handling costs,
that were purchased in the previous 12 months if Distributorship is canceled for any reason. The
cost of shipping, both the initial delivery and return shipping, will also be refunded. To obtain a
refund, Distributors may call Herbalife at 866-866-47447or submit the refund form available at
MyHerbalife.com (http://hrbl.me/InventoryRefund).
4. There is no requirement to purchase any sales and business tools to start up or succeed in
your Herbalife Distributorship.
5. We clearly define the benefit of each product and appropriate method of use directly on the
product label–we want to make absolutely sure that the right products are taken the right way to
achieve realistic results. We provide realistic expectations of the business opportunity and the
effort required to succeed at all levels.
6. We provide clear, accurate and timely disclosures to prospective Distributors regarding

potential income.
Herbalife and our Distributors are committed to the highest standards of ethical behavior. If you
become aware of any unapproved claims related to Herbalife products, representations
relating to the business opportunity that are not aligned with Herbalife Statement of Average
Gross Compensation, or other questionable behavior by another Distributor, please contact
Herbalife at 866-866-4744.
Back to Top
What Should I Know About Being an Herbalife Nutrition Independent Distributor?
How can I As an Herbalife Nutrition Distributor, you can participate in three ways:
participate? • You can buy Herbalife Nutrition products at a discount for your own or household use
• You can sell Herbalife Nutrition products to make a Retail Profit
• You can recruit others who want to consume or sell Herbalife Nutrition products
If your only purpose in joining Herbalife Nutrition is to receive a discount on the products, you should discuss
with your sponsor whether the Preferred Member program is right for you at a cost of $34.95. A Preferred
Member cannot sell products, recruit other or earn multi-level compensation, but does receive a discount on
the products. A Preferred Member may convert to Distributor and build a business at any time by following the
conversion process and purchasing a Conversion Pack for $59.95 and completing the Required Distributor
Training.
What should I • There are no required purchases other than the initial Distributorship kit also known as the International
Business Pack ($94.10) or International Business Pack – Super Starter ($124.10)
know about • Distributors enjoy setting their own schedule and choosing how and when to work
the business • Most people start their Herbalife Nutrition business by working part-time and selling to people they know or
opportunity? people they meet as a way to make a little extra money
• There are no guarantees that you will earn money. Like all business people, some Distributors will succeed,
while some will not.
• Building a successful Herbalife Nutrition business takes skill, hard work, and time
How can I You can earn money by selling Herbalife Nutrition

products that you buy at a discount. Your initial Suggested Retail price $50.90
earn money? discount is approximately 25%. The more you sell, Distributor price - $38.81
the higher your discount, up to a maximum of (with initial discount and
approximately 50%. For example, the initial discount before shipping and tax)
______________________________________________________________
on Formula 1, Herbalife Nutrition’s best-selling product, Potential profit $12.09

is shown on the right:
• If you buy at this initial discount and sell 10 canisters at the Suggested Retail Price, passing along shipping
and taxes, you would make $120.90 before expenses
• You can also earn money from the sales of people you sponsor
• You cannot earn money by only recruiting or only sponsoring other Distributors
How much can In 2021, about 178,000 U.S. Distributors ordered products for resale from Herbalife Nutrition and about 166,000
of them earned money from their sales and the sales of those they sponsored. In a typical month, about 85,000
I earn in a earned money, including those making supplemental income. Here is what they earned in a typical month,
typical month? before expenses.
First year Distributors (about 24,000) All other Distributors (about 61,000)
(about half earned in 6 months or more in 2021) (about half earned in 6 months or more in 2021)
50% (about 12,000) 50% (about 30,500)

earned more than $190 in a month earned more than $241 in a month
Top 10% (about 2,400) Top 10% (about 6,100)

earned more than $1,636 in a month earned more than $3,925 in a month
Top 1% (about 610)

earned more than $18,176 in a month
Top 1% (about 240) The Top 1% of Distributors are typically President’s Team
earned more than $8,912 in a month members. The time it took them to reach President’s Team
typically between 5 and 11 years. Requires skills,
consistent work and dedication.
What if it • You can cancel your Distributorship at any time. If you are in your first year, you can cancel and receive
a full refund of your International Business Pack.
doesn’t work • If you cancel your Distributorship, you may return all unopened Herbalife Nutrition products that were
for me? purchased in the previous 12 months for a full refund including any taxes and any shipping and handling
cost on the original delivery. We even pay for shipping.
• Please contact 855-757-4747 for more information.
HerbalifeNutrition.com/SAGC
Published: August 4, 2022
U.S. STATEMENT OF AVERAGE GROSS COMPENSATION 2021
BUSINESS TOOLS AND OTHER OPTIONAL EXPENSES
One of the great things about being an Herbalife Distributor is that you can choose for yourself how to
pursue the Herbalife business opportunity. The only thing you need to buy is an International Business
Pack (IBP), and all other purchases are completely optional. Before you make any additional expenditures,
please ask yourself questions such as these:
Debt
Should I take on debt to pursue the Herbalife business opportunity?
Because there are no minimum purchases required and start-up costs are low, you do not need to borrow
money or take out loans for your Herbalife business. We strongly discourage taking on debt in connection
with your Herbalife business.
Business Tools
Should I buy services, products, software, or systems that might help me run my Herbalife
business?
“Business Tools” are third party services or products that may help you promote, grow, and/or manage your
direct sales business. They can be geared toward getting customers, recruiting other Distributors,
communicating with customers or Distributors, or financial management, among other things.
Whatever the purpose, Business Tools are not required to start, progress or succeed as a Distributor or to
receive training and support from your Sponsor and upline. No one should tell you that Business Tools are
required or pressure you to buy them. Retailing Herbalife® products to customers is the core of a successful
Herbalife business, and Business Tools might distract you from this focus.
Herbalife offers comprehensive business management tools for free or at a nominal cost. Our tools are
designed to meet your needs and help you run a successful and compliant Herbalife business.
We strongly advise that you only buy Business Tools if you decide, after a reasonable amount of time as a
Distributor, that their cost is justified by their expected benefit to your business, in light of your actual
earnings from Herbalife.
Please also keep in mind that if you buy Business Tools, you will be responsible for how you use them and
for their compliance with Herbalife Rules of the Road and the law. In addition, because they are not
produced or endorsed by Herbalife, we take no responsibility for them.
However, if you have a dispute over Business Tools you have purchased with a seller who is a Distributor,
please contact Herbalife at 866-866-4744 and we will attempt to assist.
Please see Rules No Forced Purchases or Debt, Sale of Business Tools Not for Profit and Training for
more information.
Product Inventories
Should I buy a large product inventory?
Buying a large product inventory is not required.
Through MyHerbalife.com, Distributors can have products shipped directly to their customers, and
GoHerbalife.com allows customers to order products themselves. This means that you don’t need to hold
a large product inventory to meet your customers’ needs.
However, if you choose to keep a limited product inventory to sell to customers or serve in your Nutrition
Club, please make sure you only purchase what you know you can resell within a reasonable amount of
time. Please also keep in mind that in order to qualify or earn on sales from inventory, you must designate
your purchase as a Retail Inventory Order and document all profitable product sales by submitting an
Herbalife Retail Receipt to the Company. See Rules No Forced Purchases or Debt, Proper Purchasing
and Receipt Submission for more information.
Offices and Commercial Nutrition Clubs

Should I sign a lease and make other purchases to open a private office for my Herbalife Nutrition
business or Commercial Nutrition Club?
Most Distributors find that a home-based business provides the convenience, ease, and flexibility they want
from the Herbalife business opportunity. Having a business location outside of your home is a serious
financial commitment. If you take your time to gain experience and learn from others, you will be in a better
position to make the decision that is right for you.
This is why Herbalife requires all Distributors to undergo a one year waiting period, complete a training
course, and prepare a written business plan before leasing or purchasing a private office for their Herbalife
business or Commercial Nutrition Club, which they must maintain as part of their business records.
Please see Rule Leased or Purchased Business Locations for more information.
THE HERBALIFE SATISFACTION GUARANTEE
Herbalife guarantees the quality of products that carry the Herbalife name and certifies that they meet high
standards of freshness and purity.
We are confident that all customers (Preferred Members and retail customers) will find our products
satisfactory in every way. However, if for any reason, a customer is not completely satisfied with any
Herbalife® product purchased, directly from us or from an Herbalife Distributor, the customer may return it
for a refund or product exchange within 30 days from the date the customer receives the product.
The customer may obtain their refund or exchange either from Herbalife or the Distributor from whom the
product was purchased. The customer will be asked to return the unused portion of the product, the original
product labels, or the empty product containers, along with a copy of their retail receipt.
Herbalife Satisfaction Guarantee is limited only by the terms of certain specific warranties attached to or
packaged with certain products. The Guarantee does not apply to any product intentionally damaged or
misused.
Similarly, subject to certain conditions, Distributors who purchase a product for their own consumption and
who are not satisfied with the product, may return it within 30 days (from the date they received the product)
in exchange for other product. To initiate the exchange, contact the Refunds & Repurchase Department at
855-757-4747 for a “Return Authorization Number.”
Distributor Must Honor Guarantee

Distributors must honor the Satisfaction Guarantee quickly and courteously, according to these instructions.
The Distributor must offer the customer a full credit toward the purchase of other Herbalife products or a
full refund of the purchase price and advise Herbalife.
The customer may also contact Herbalife directly for a refund by calling 855-757-4747 or by following the
instructions available at Herbalife.com.
A Distributor must provide a completed Retail Receipt Form with each retail sale made to a customer. It is
important for the customer to know how to reach the Distributor for more products, questions, refunds, etc.
If a customer requests a refund directly from a Distributor, the Distributor must complete a Request for
Refund Form, a copy of which is included in the “Sample Forms” section of the Sales & Marketing Plan and
Business Rules. The Distributor should calculate the amount of the customer’s refund or credit due, have
the customer sign the Refund Form, and immediately pay the refund to the customer or apply a credit to
other products. The Distributor should then submit the Request for Refund Form and a copy of the
customer’s original Retail Receipt Form, along with the original product labels, to Herbalife within 30 days
of making the refund to the customer. Herbalife will then refund the Distributor the amount they originally
paid for the product as soon as all the required documentation has been received. In the case of a
Distributor exchanging product, there may be an additional inquiry to ensure that the reason for the return
is the Distributor’s dissatisfaction as a consumer of the products returned.
Herbalife® products are properly sold by authorized Distributors in situations that allow for explanation and
guidance on the best and safe use of Herbalife® products. Distributors must follow Herbalife Rules on
maintaining product quality, proper product storage, providing complete product presentations, and
providing proper product use directions. Because of this, the Satisfaction Guarantee is limited to purchases
from Distributors or, directly from Herbalife.
A Distributor who receives a Satisfaction Guarantee request from an individual who did not purchase from
that Distributor, should refer the individual directly to Herbalife’s Refunds & Repurchase Department at855-
757-4747.
Because only Herbalife and its Independent Distributors are authorized to provide instructions and
information concerning proper and optimal use of Herbalife® products, it is essential that Herbalife verify
that these individuals purchased the products from Herbalife or an authorized Distributor before processing
the individual’s request under the Satisfaction Guarantee.
SALES & MARKETING PLAN
This Addendum highlights the changes to the Herbalife Sales & Marketing Plan as it relates to
compensation, discount advancements, qualifications, and promotions, which took effect in May 2017 for
the U.S. and U.S. Territories. The Sales & Marketing Plan section of the Sales & Marketing Plan and
Business Rules will be updated and available at a later date. In the interim, please contact your Sponsor or
Herbalife at 866-866-4744 if you have any questions and/or require additional support.
Required Distributor Training

All Herbalife Independent Distributors are required to complete a simple training course; this training course
was developed to help ensure all Herbalife Independent Distributors know the “Rules of the Road” and a
have a solid foundation for growing their Herbalife business. During your training you will learn how to:
• Use Herbalife tools to document retail sales
• Create a business budget and manage income and expenses
• Make appropriate claims
• …. and much more
As a new Distributor, you must complete this training before recruiting or receiving any form of
compensation.
Taking the Required Training

The required training is easy and accessible; you have 3 ways to complete your training:
1. Take the training online by visiting HN Grow on MyHerbalife.com.
2. Download the mobile app by searching for “HN Grow” in the App store or Google Play store to
complete the training on your mobile device.
3. Contact us at 866-866-4744; select the language and then select option 1 for Distributors. From
the next menu, select option 1 for Automated Services, then select the option for Required
Distributor Training and follow the instructions.
Ordering Product
Each time you place an order, you will need to declare the order purpose as follows:
• Personal Consumption – Order placed for your own personal use or members of your household.
• Product ordered for Personal Consumption cannot be retailed.
• Product Consumption orders will be taxed on the discounted purchase price – not on the full
retail price.
• Customer Direct – Order placed by you for delivery directly to your customer.
• You must provide your customer’s name, address, phone/email address.
• You must provide the price at which you sold each item and the total amount paid by your
customer.
• Retail Inventory – Order placed for your on-hand product inventory for resale to your customers, use
in your Nutrition Club, or sampling.
Creating and Submitting Herbalife Receipts
Because Marketing Plan Qualifications and compensation are based on receipted sales, product orders
alone will not qualify you to advance in the Marketing Plan and earn. Only when you submit a complete and
accurate receipt for a profitable customer sale, does it become Documented Volume which can be used
towards your qualification to earn (earning %), qualification to achieve higher discounts, advancement
in the marketing plan, and qualification for promotions.
Documented Volume is fully explained on the following page.
Receipts must be created and submitted to Herbalife for every retail or Nutrition Club sale. You have several
options to assist with your receipt submission:
Automatic Creation and Submission of Herbalife Receipts:

• Customer Direct Orders: Receipts are automatically submitted when you place an order through
MyHerbalife.com by calling the Sales Order Department to be shipped directly to your customer.
• GoHerbalife.com Orders: Receipts are automatically submitted when customers order directly from
your GoHerbalife.com retail site.
• Preferred Member Orders: Receipts are automatically submitted when a Preferred Member places
an order directly with Herbalife.
Retail and Nutrition Club Sales:

If you purchase product for retail inventory, you need to submit a complete and accurate receipt to Herbalife
when you sell the product to your customer. To make it easy to submit receipts, Herbalife offers two free
and convenient digital tools that are available 24/7. Just remember – once you sell it, receipt it!
• Retail Sales: Simply log into MyHerbalife.com from any device to create and submit your receipts
through the ‘Create A New Receipt’ option in the Customer Tab.
• Nutrition Club Sales: As you take your customers orders, you can use your smartphone or tablet to
log into HN MyClub App and submit receipts on the spot! Download the app from the App
Store® or Google Play™.
• Your customers may submit their Nutrition Club orders through the Engage App which will interface
with your club’s HN MyClub and will create a receipt once the order is processed at your Club. Your
customer can download the Engage App from the App Store® or Google Play™.
Requirements for a receipt to be accepted as Documented Volume:

1. Receipt must be submitted to Herbalife using Herbalife’s receipting tools (e.g. HN MyClub for
Nutrition Club sales and MyHerbalife.com for retail sales) and must include the following
information:
a. Products and quantities sold

b. The price paid by the customer
c. Method of payment
d. Sale date
e. Customer’s first and last name
f. Two out of three of the following contact information for the customer: address, phone
number and/or email address
2. The receipt must be profitable (comparing the customer’s price to the Distributor’s costs of product,
tax, and shipping and handling).
3. The sale must be a genuine retail sale made to a retail customer. For Example: product purchases
for your and/or your family’s personal consumption are not retail sales.
4. Products used for sampling, sponsorship or donations are not considered genuine retail sales.
5. US/US Territory Distributors that place orders outside of the US must submit a valid and profitable
receipt to Herbalife for it to count as Documented Volume. Distributors will be allowed to submit
their receipts only through MyHerbalife.com and must meet all the receipting requirements listed
under this section.
What is Documented Volume (DV)?

Documented Volume (DV) is volume that can be used towards your qualification to earn (earning %),
qualification to achieve higher discounts, advancement in the marketing plan, and qualification for
promotions, etc.
There are 6 ways to accumulate Documented Volume:
1 & 2. Profitable customer retail sales supported by a complete and accurate receipt that is submitted at
the time of sale and accepted by Herbalife for:
• A sale made in any country by you or your U.S./U.S. territory downline that contributes to your
personal volume.
• A sale made in the U.S./U.S. territories by your non-U.S./U.S. territory downline that contributes
to your personal volume. Currently, non-U.S. Distributors can only place Customer Direct orders.
They are not able to submit Retail or Nutrition Club receipts.
3 & 4. All purchases made by your first line Preferred Members or the first line Preferred Members of
downline that contribute to your personal volume.
5 & 6. All purchases made by your non-U.S./U.S. territory downline that contribute to your personal volume
made outside the U.S. for sale to customers in the market in which the purchase was made.
Other Key Terms To Understand
Non-Documented Volume (NDV)

Volume that cannot be used towards your earning percentage, qualification to higher discounts and
marketing plan levels. This is volume from orders declared as Retail Inventory where receipts were not
provided, or the sales were not profitable.
Primary Personal Consumption (PPC)

Volume from orders declared for personal consumption that is within the defined limit (currently $235,
between 185-260 in Volume), which is subject to change each year.
Secondary Personal Consumption (SPC)

Volume from orders declared for personal consumption that exceeds the defined monthly personal
consumption limit.
Primary Rewardable Volume (PRV)

The sum of Documented Volume (DV) and Primary Personal Consumption (PPC). Your Uplines will be
compensated on this volume in accordance with the Sales & Marketing Plan as long as the DV meets the
2/3 – 1/3 Rule, which is explained on the next page.
Secondary Rewardable Volume (SRV)

The sum of Non-Documented Volume (NDV) and Secondary Personal Consumption (SPC).
• If sales receipts indicate a non-profitable sale, then they will be considered as SRV.
• SRV will be moved to the Accumulate & Allocate (A&A) bucket and redistributed as explained later.
2/3 – 1/3 Rule
Herbalife will pay out wholesale profit, royalty overrides and production bonus on the earn base of Primary
Rewardable Volume (PRV) component (Documented Volume + Primary Personal Consumption) of US
sales. In addition, when Herbalife meets the requirement of the 80% rule, it will increase the payout on the
PRV to account for the Secondary Rewardable Volume (SRV) component (Non-Documented Volume +
Secondary Personal Consumption) of US sales using the Accumulate & Allocate (A&A) process.
The 2/3 - 1/3 Rule requires that at least 2/3 of the PRV must come from Documented Volume. If this
threshold is not met, we must move some of the Primary Personal Consumption out of PRV so that there
is twice as much Documented Volume as Primary Personal Consumption volume remaining in the
PRV. Example: If a Distributor has 10,000 PRV and 5,000 was Documented Volume and 5,000 was
Primary Personal Consumption then 2,500 of that Primary Personal Consumption must be moved out of
the PRV. This leaves twice as much Documented Volume (5,000) in the PRV as Primary Personal
Consumption (2500).
For Royalty Overrides and Production Bonus, the Primary Personal Consumption Volume that is moved is
shifted to the SRV bucket and used to increase the payout on remaining PRV through the A&A process.
This should allow the earner to retain their normal payout. For Wholesale Profit, the Primary Personal
Consumption Volume that is moved is rolled up to the first upline wholesale profit earner that can absorb
that volume and not violate the 2/3 - 1/3 rule themselves. This means that, for Wholesale Profit, a Distributor
will still earn on the PRV and the SRV will still be used to increase the payout on remaining PRV through
the A&A process. However, unlike with Royalty Overrides and Production Bonus, the Wholesale Profit
earner will not be able to earn on the Primary Personal Consumption that was moved, nor will they be able
to use what was moved to increase the payout on the PRV through the A&A process.
80% Rule and Accumulate & Allocate (A&A)

• As long as 80% of U.S. and Puerto Rico Net Sales in Herbalife’s year (effectively a typical calendar
year) is Primary Rewardable Volume (Documented Volume + Primary Personal Consumption),
Herbalife will make payments under the Accumulate & Allocate process (Secondary Rewardable
allocation payout) based on their Primary Rewardable amounts.
• The A&A process is the method by which Herbalife will make payouts on U.S. and Puerto Rico
earnings so that any orders not paid via the Primary Rewardable method can be paid.
• If less than 80% of U.S. and Puerto Rico Net Sales in Herbalife’s fiscal year is Primary Rewardable
Volume, Herbalife can only pay out on Primary Rewardable Volume and the Secondary Rewardable
Volume payout will not be paid.
How do you Qualify to Earn?
FIRST: You ‘Qualify to Earn’ based ONLY on your Documented Volume from the 6 different categories
previously identified.
SECOND: After you have Qualified to Earn, then you are eligible to earn: Wholesale Profits, Royalty
Overrides, Production Bonuses, Vacations, and other compensation *
* Eligibility is based on you reaching the corresponding qualifications.
Important: Your Personal Consumption purchases will NOT count toward qualifying to earn Wholesale
Profits, Royalties, Bonuses, or other compensation or to achieve higher levels of discount.
What You Earn On
Once you are qualified to earn in the Sales & Marketing Plan, there is a two-step process in the calculation
of your Wholesale Profit, Royalty Overrides and Production Bonus:
• Earn 8%-25% Wholesale Profit from your downline purchasing at less than 50% discount, and your
Charter Preferred and Preferred Members purchasing at 25% - 42% discount levels.
• Earn Royalty Overrides and Production Bonus on the documented sales of your downline
Supervisors at 50% & Chartered Preferred Members at 50%. Royalty Overrides and Production
Bonuses are paid out using the Primary Rewardable and Secondary Rewardable methods
described below.
Step I (Primary Rewardable Method):

Documented Volume and Primary Personal Consumption are calculated (Primary Rewardable Volume)
and paid out based on the 2/3-1/3 rule.
If your Documented Volume is less than 2/3 of your Primary Rewardable Volume, a portion of your
Primary Personal Consumption Volume will be re-allocated as Secondary Rewardable Volume in
order to meet the 2/3 ratio of Documented Volume to Primary Rewardable Volume.
Step II (Secondary Rewardable Method):

Non-documented purchases and Secondary Personal Consumption are calculated (Secondary
Rewardable Volume) and are paid out using the Accumulate & Allocate (A&A) process.
The Accumulate and Allocate Process is the method used to pay Distributors in proportion to their
rewardable organizational earn base, as a percentage of Herbalife’s total primary rewardable
volume in the U.S. and Puerto Rico. This process is subject to change and even elimination in
certain circumstances.
Important to consider:
Wholesale Profit
If more than 1/3 of the Primary Rewardable Earnings consists of Primary Personal Consumption, then a
portion of that Primary Personal Consumption will be rolled up to the first Upline Wholesale Profit earner
whose Downline’s Primary Personal Consumption is less than 1/3 of their Primary Rewardable Earnings.
Royalty Overrides and Production Bonus

If more than 1/3 of the Primary Rewardable Volume consists of Primary Personal Consumption, then a
portion of that Primary Personal Consumption will be moved to the Secondary Rewardable Volume.
We recognize that the process described above is complex and will take time to understand.
However, please remember that Herbalife will be tracking your qualifications and eligibility to earn
for you.
• Use MyHerbalife to see the ‘My Volume’ and BizWorks reports including the ‘Linear View Plus’
report and more.
• Throughout the month, you can track the Volume on which you are eligible to earn and how
you and your organization are tracking toward Qualifying to Earn.
It is critical to create and submit receipts for all of your retail sales and teach every Distributor in
your organization to do the same.
SALES & MARKETING PLAN
Introduction
Herbalife’s Sales & Marketing Plan offers you unique opportunities which can lead to various levels of
success; the plan was developed by Herbalife’s founder, Mark Hughes. The result is arguably the best
Sales & Marketing Plan in the industry. Herbalife’s Sales & Marketing Plan pays a high percentage of
product revenues to Distributors in the form of Retail and Wholesale Profits, Royalty and bonus income and
incentives. This tested, proven business plan is designed to maximize rewards for effort and provide
substantial and ongoing income.
The Herbalife business opportunity and the Sales & Marketing Plan are identical for every Distributor. Each
Distributor’s success is dependent on two primary factors:
• The time, effort and commitment put into the Herbalife business and
• The product sales made by a Distributor and their downline organization.
These two factors raise the importance of a Distributor’s responsibility to train, support and motivate their
downline organization.
The following pages describe the different levels of Herbalife’s Sales & Marketing Plan. Each level has
specific qualifications and associated benefits to reward Distributors for their efforts and enhance their
success.
Becoming a Distributor – The Important First Step

The only required purchase in order to become an Herbalife Distributor is the International Business Pack
(IBP). Each IBP contain the Herbalife Distributorship Application and Agreement, which you must complete
and submit in order to receive an Herbalife Identification Number and purchase products.
Registration
You officially become an Herbalife Independent Distributor when your properly completed Application has
been processed and accepted by the Herbalife Corporate Office. The quickest and easiest method of
completing your registration is online at MyHerbalife.com. You may also mail your Application; however,
this process might take a few days. Once your Application has been accepted, your contract with Herbalife
becomes effective immediately, giving you all the rights, responsibilities, and privileges of an Herbalife
Independent Distributor.
Customers and Downline Distributors

There are two type of customers:
• Preferred Member – Anyone who submitted a Preferred Membership Application and Agreement
and is entitled to purchase Herbalife® products for their household’s personal consumption at a
discount directly from the company.
• Retail Customer – Anyone who is not an Herbalife Distributor or Preferred Member who purchases
Herbalife® products from a Distributor.
Retail Customers and Preferred Members may not sell products, recruit, or Sponsor others, or receive
compensation under the Sales & Marketing Plan.
A downline Distributor is anyone who you introduced to the business opportunity and who has submitted
a Distributorship Application and Agreement, you become their Sponsor, and they become your downline.
Downline Levels
Your First Level Downline are those Distributors you personally sponsored. When Distributors in your First
Level sponsor other Distributors, those new Distributors become your Second Level. When your Second
Level, in turn, sponsors others, those they sponsor become the Third Level in your Herbalife organization.
Every Distributor starts at the same place on the Herbalife Sales and Marketing Plan and each level has
specific qualifications, income opportunities and associated benefits to reward Distributors for their sales.
Income Opportunities
The Herbalife Sales & Marketing Plan provides many opportunities to earn income and other rewards.
Immediate Retail Profit

The amount of profit that a Distributor earns on a retail sale.
• Retail Profit is the difference between the price at which the Distributor sells the product to the Retail Customer
and the Distributor Price.
• Selling Price minus Distributor Price = Retail Profit
Wholesale Profit (also known as Commissions)
When a Distributor qualifies for a higher Discount Percentage than a Preferred Member, or a Distributor in their
downline, then the Upline Distributor may earn a Wholesale Profit
• Wholesale Profit is equal to the Earn Base value of the product times the difference between the Upline
Discount Percentage and the Downline Discount Percentage.
• Earn Base x (Upline Discount Percentage minus Downline’s Discount Percentage) = Wholesale Profit
Monthly Royalty Override Income
As a Supervisor, you can earn up to 5% on the Earn Base value of the sales from your three active levels
of downline Supervisors.
Monthly Production Bonus

TAB Team can earn an extra 2% to 7% Production Bonus.
Mark Hughes Bonus A bonus that eligible President Team members and above may qualify to earn in
recognition of outstanding performance.
Steps to Success
Distributor Senior Consultant Qualified Producer Supervisor World Team
500 Documented Volume 1, 000 Documented 2,000 Documented Volume

2,500 Documented
Points or more Volume Points Points (DVP) in 1 month or
Volume Points (DVP) in
accumulated in 1 to 2 accumulated over 1-2 2,000 accumulated over 2
each of 4 consecutive
months months or 2,500 consecutive months (with a
months or 10,000 DVP at
accumulated minimum of 1,000 of those DVP
50% in 1 month or 500
Documented Volume Unencumbered) or 4,000
Royalty Override Points in
Points accumulated in 1 accumulated DVP within 12
1 month
to 6 months, all orders months
must be purchased
directly through Herbalife
Global Millionaire Team President’s Team 15K President’s Team 20K President’s 30K President’s
Expansion Team Team Team
1,000 Royalty 4,000 Royalty Override 10,000 Royalty Gold & Diamond 30,000 Royalty
Override Points in Cufflinks & Earrings 20,000 Royalty Override Points in
Points in 3 consecutive Override Points in
15,000 Royalty Override Override Points in 3 3 consecutive
3 consecutive months 3 consecutive Points in 3 consecutive consecutive months
months months months
months
40 K President’s 50K President’s 60K President’s 70K President’s 80K President’s 90K President’s
Team Team Team Team Team Team
White Gold and Diamond White

Herbalife -Branded
White Gold and Signet Rings Gold and Diamond Ring Piaget Herbalife
Movado Watches
Diamond Necklace and Earrings Nutrition-branded
40,000 Royalty
Override Points in 3 and Cufflinks 70,000 Royalty Override Diamond Watch and
50,000 Royalty Override Points in 3 consecutive 80,000 Royalty Override
consecutive months White Gold Diamond
Points in 3 consecutive months Points in 3 consecutive
60,000 Royalty Logo Bracelet
months months
Override Points in 3 90,000 Royalty
consecutive months Override Points in 3
consecutive months
*It is not necessary to become a Senior Consultant or Qualified Producer before qualifying as Supervisor.
*Actual watch model may vary based on availability at time of qualification.
President’s Team Plus Awards and Recognition
1 Diamond 2 Diamond 3 Diamond 4 Diamond 5 Diamond
Executive President’s Senior Executive President’s International Executive Chairman’s Club

Chief Executive President’s
Team Team President’s Team Team
5 first-line, Fully Qualified
1first-line, Fully Qualified 2 first-line, Fully Qualified 3 first-line, Fully Qualified President’s Team
4 first-line, Fully Qualified
President’s Team President’s Team members* President’s Team members* members* in 5 separate
President’s Team members*
member* in any line of in 2 separate lines of your in 3 separate lines of your lines of your downline
in 4 separate lines of your
your organization downline organization downline organization organization
downline organization
6 Diamond 7 Diamond 8 Diamond 9 Diamond 10 Diamond
Chairman’s Club Chairman’s Club Chairman’s Club

Chairman’s Club Founder’s Circle
6 first-line, Fully Qualified 7 first-line, Fully Qualified 8 first-line, Fully Qualified
President’s Team 9 first-line, Fully Qualified 10 first-line, Fully
President’s Team President’s Team members*
members* in 7 separate President’s Team Qualified President’s
members* in 6 separate in 8 separate lines of your
lines of your downline members* in 9 separate Team members* in 10
lines of your downline downline organization
organization lines of your downline separate lines of your
organization
organization downline organization
Baume & Mercier Gold and Diamond Piaget Gold and Piaget Diamond
Watches† Marquis Rings Diamond Watches† Watches†
500, 000 Royalty

250,000 Royalty Override Points in 12
750,000 Royalty 1,000,000 Royalty
Override Points in 12 consecutive months
Override Points in 12 Override Points in 12
consecutive months (calendar year)
consecutive months consecutive months
(calendar year)
(calendar year) (calendar year)
†Actual watch model may vary based on availability at time of qualification.

ACHIEVEMENT AWARDS AND ANNIVERSARY PINS
1 Million Lifetime 2 Million Lifetime 3 Million Lifetime 4 Million Lifetime
Achievement Award Achievement Award Achievement Award Achievement Award
1 Million Volume Points 4 Million Volume Points

2 Million Volume Points 3 Million Volume Points
Lifetime Achievement Awards are Lifetime Achievement Awards are
Lifetime Achievement Awards are Lifetime Achievement Awards are
given to Distributors who have given to Distributors who have
given to Distributors who have given to Distributors who have
achieved 1 million Volume Points or achieved 4 million Volume Points or
achieved 2 million Volume Points or achieved 3 million Volume Points or
more during their Herbalife career* more during their Herbalife career*
more during their Herbalife career* more during their Herbalife career*
1-Year Anniversary 3-Year Anniversary 5-Year Anniversary 7-Year Anniversary 10-Year Anniversary
1-year anniversary 7-year anniversary 10-year anniversary

3-year anniversary 5-year anniversary
packages are awarded to packages are awarded to packages are awarded
packages are awarded to packages are awarded to
Distributors in recognition Distributors in recognition to Distributors in
Distributors in recognition of Distributors in recognition
of their contributions and recognition of their
their contributions and of their contributions and of their contributions and
longevity with Herbalife longevity with Herbalife contributions and
longevity with Herbalife longevity with Herbalife
longevity with Herbalife
15-Year Anniversary 20-Year Anniversary 25-Year Anniversary 30-Year Anniversary
15-year anniversary 25-year anniversary 30-year anniversary packages

20-year anniversary packages
packages are awarded to packages are awarded to are awarded to Distributors in
are awarded to Distributors in
Distributors in recognition of Distributors in recognition of recognition of their
recognition of their
their contributions and their contributions and contributions and longevity
contributions and longevity with
longevity with Herbalife longevity with Herbalife with Herbalife
Herbalife
Understanding Volume
Throughout this manual, we use the term volume extensively. Volume is a key element in the Sales &
Marketing Plan and is the basis for qualifying and working your way to higher levels.
Each Herbalife® product has a Volume Point value assigned to it that is equal in all countries (see order
forms and price lists for exact information). Official International Business Packs (IBP), literature items and
sales tools do not count as volume. As you order products, you accumulate Volume Points that are
applicable to the products ordered. These accumulated Volume Points become your sales production and
are used for purposes of qualifications and benefits.
Volume is assigned to you in various ways depending on who purchased the product, their status and
discount, your own status, and other factors of the Herbalife Sales & Marketing Plan. Volume is calculated
on the accumulated Volume Point value of products ordered in a Volume Month.
Explanation of Volume Month
Definition of Volume Month

Volume is assigned to and accumulated by a Supervisor on a Volume Month basis. The Volume Month
begins on the first business day of the month and ends on the last business day of the month. Herbalife
reserves the right to modify the Volume Month as it deems appropriate.
Determination of Volume Month

Volume is assigned to the Volume Month in which the order is both placed and full payment is received by
Herbalife.
Add-On Volume
The following conditions must be met for an order to be accepted as Add-On volume:
1. Order must be placed no later than the designated last order day of a Volume Month
2. Full payment must be made, or initiated, on the same last order day of the month. For example if payment
is mailed, the postmark must be stamped the designated last order day of a volume month. If the payment
is a wire transfer, direct deposit, or other bank transaction, then it must be initiated on the last order day of
a volume month.
3. Full payment must be received by Herbalife no later than the 5th day of the following month. If the 5th of
the month falls on a weekend or a holiday, then the payment must be received by the last business day
before the 5th.
If for any reason, a payment is not accepted or received, then the order will be canceled, and the Volume
will not be applied.
There are a number of ways volume is assigned in the Herbalife Sales & Marketing Plan. The following
definitions and examples illustrate these:
Personally Purchased Volume (PPV)

Personally Purchased Volume is the volume on orders purchased directly from Herbalife using your
Herbalife Identification Number.
Downline Volume (DLV)
Downline Volume is achieved on orders placed by your Preferred Members, and non-Supervisor downline
directly from Herbalife.
Downline Volume Example

Purchases/ Discount % Downline Volume
A 2,500 Volume Points
Supervisor @ 50% discount *
B 500 Volume Points 900 Volume Points

Senior Consultant @ 35% Discount (C&D’s Volume)
C 500 Volume Points 400 Volume Points
Senior Consultant @ 35% Discount (D’s Volume)
D 400 Volume Points 0
DISTRIBUTOR @ 25% Discount
*For Fully Qualified Supervisors, Downline Volume is counted towards Personal Volume or Group Volume.
Personal Volume (PV)

As a Fully Qualified Supervisor, Personal Volume is achieved from your own purchases and purchases
made by your Preferred Members, and non-Supervisor downline, down to your first Fully Qualified
Supervisor.
As a non-Supervisor Distributor you may purchase directly from Herbalife, from your Sponsor or your first
upline Fully Qualified Supervisor. Please note that purchases made from your Sponsor or first upline Fully
Qualified Supervisor may not be used for Supervisor Qualifications, only orders placed with the Company
count towards these levels.
Therefore, if you are a Fully Qualified Supervisor, all of your own orders purchased at 50% as well as all
orders purchased by your Preferred Members and Distributors at 15% to 42% discount count as your
Personal Volume.
Personal Volume Example

Purchases/Discount % Personal Volume
A 1,000 Personal = 2,800
Supervisor
Volume Points Personal Volume
+ B, C & D’s Volume
B 1,100 Volume Points = 1,800
Qualified Producer
+ C & D’s Volume Personal Volume
@ 42% Discount
C 300 Volume Points = 700 Personal Volume
Senior Consultant
+ D’s Volume (D’s Volume)
@ 35% Discount
D 400 Volume Points 0
Distributor
@ 25% Discount
Group Volume (GV)
Group Volume is the volume on orders purchased at a temporary 50% discount by Qualifying Supervisor(s)
during the qualifying month.
This Temporary 50% Volume is accumulated as Personal Volume for the Qualifying Supervisor who is
purchasing, and it is Group Volume for the first upline Fully Qualified Supervisor. As a Fully Qualified
Supervisor you will earn Royalty Overrides on Group Volume if all other Royalty Override requirements are
met. (Refer to the “Qualifying as a Supervisor” and “Temporary 50%” sections of the Sales & Marketing
Plan and Business Rules for complete details.)
Group Volume Example

Purchases/ Discount % Personal Volume
A 2,500 Volume Points 6,500
Supervisor + B & C’s Volume Personal Volume
+1000
= Group Volume
7,500 Total Volume
B 1,000 Volume Points = 5,000
Qualifying @ Temporary Personal Volume
Supervisor 50% Discount
+ C’s Volume
C 4,000 Accumulated Volume = 4,000
Distributor Points Personal Volume
Total Volume (TV)

Total Volume is the sum of Personal Volume plus Group Volume. (See “Group Volume Example” for
Supervisor A’s Total Volume.) Total Volume is the factor on which some qualifications are based.
Organizational Volume (OV)

Organizational Volume is the accumulated Volume amount on which a Supervisor earns Royalty Overrides.
(See the “Organizational Volume Example” that follows.)
Organization Volume Example

A 2,500
Supervisor Volume Points
1st Level 10,000 Total
2nd Level 10,000 Total = 30,000
Supervisor Volume Points Organization Volume
3rd Level 10,000 Personal
Encumbered and Unencumbered Volume
Encumbered Volume
Encumbered Volume is volume being used by your downline to qualify for Supervisor.
Unencumbered Volume
Unencumbered Volume is volume not being used for Supervisor qualifications by your downline.
The example that follows illustrates the use of Encumbered and Unencumbered Volume for each of the
Distributors.
Encumbered and Unencumbered Volume

A 2,500 2,500 Unencumbered for A
Supervisor Total Volume Points 5,000 Encumbered to A
+B & C’s Volume =
B 1,000 1,000 Unencumbered for B
Qualifying Supervisor Total Volume Points 4,000 Encumbered to B
+ C’s Volume =
C 4,000 Accumulated 4,000 Unencumbered for C
Qualifying Supervisor Total Volume Points =
DISTRIBUTOR BENEFITS
Understanding Retail and Wholesale Profit
Please review thematerial below to better understand these terms and how retail and wholesale profit are
calculated:
Suggested Retail Price:

• This is the suggested selling price to customers which may include taxes and/or shipping costs
(dependingon market) and the price that is published on Herbalife’s official product catalogues
and websites.
• Each Distributor is free to set their own selling price to their customers.
Retail Price:
• This is the starting price for all Preferred Members and Distributors
• It is the suggested selling price to customers (before any taxes and/or shipping costs,
depending on market)and the price from which the Discount Amount is deducted.
Earn Base:
• This is the monetary value assigned to each product on which all discount and earning calculations are
based.
• The Earn Base value of a product is typically less than the Suggested Retail Price. This is because
the Suggested Retail Price includes administrative/processing fees, and in some markets
shipping costs, which do not generateearnings and do not qualify for discounts.
• Like in all retail businesses, product margins and pricing can vary, and in some cases, the Earn Base
value of a product may be set further below the Suggested Retail Price in order for the product to
be priced morecompetitively.
Discount Percentage:
• This is the percent discount of the earn base that a Distributor is entitled to based on their
performance and theirqualification level in the Marketing Plan.
• The Discount Percentage can range from 25% to 50%.
• The Discount Percentage is always applied to the Earn Base to determine the Discount Amount.
Discount Amount:
• This is the monetary value/amount of the discount calculated on Earn Base and is deducted from
the SuggestedRetail Price to determine the Distributor Price of the product (before taxes and in
some markets shipping).
• Discount Percentage x Earn Base = Discount Amount.
Distributor Price:
• This is the price the Distributor pays for the product before any taxes and shipping in some markets.
• Suggested Retail Price – Discount Amount = Distributor Price
Retail Profit:
• This is the amount of profit that a distributor earns on a retail sale.
• Retail Profit is the difference between the price at which the Distributor sells the product to the
customer and the Distributor Price.
• Selling Price – Distributor Price = Retail Profit
• Retail Profit percentage is not the same as the Discount Percentage because:
(a) each distributor is able to set their own selling price to their customer.
(b) Discount Percentage is calculated off of Earn Base, which is lower than Suggested Retail Price.
Wholesale Profit:
• When a Distributor qualifies for a higher Discount Percentage than a Distributor in their downline,
then the UplineDistributor may earn a Wholesale Profit
• Wholesale Profit is equal to the Earn Base value of the product times the difference between the
Upline Discount Percentage and the Downline Discount Percentage.
• Earn Base x (Upline Discount Percentage – Downline’s Discount Percentage) = Wholesale Profit
Retail and Wholesale Profit Example
Retail Profit Example:

Gary is a Supervisor so he has a Discount Percentage of 50%. He orders a can of Herbalife Formula
1 to sell to his customer
- Gary’s Discount Amount is $19.95 The Discount Amount is calculated by taking the Earn
Base (39.90) x Discount Percentage (50%)
Gary’s Distributor Price is $22.05 The Distributor Price is calculated by taking the Suggested Retail Price ($42.00)
– Discount Amount ($19.95)
- Assume that Gary sells to his customer at Suggested Retail Price ($42.00). In that situation, Gary’s Retail
Profit is $19.95 Retail Profit is calculated by taking the Selling Price ($42.00) – Distributor Price ($22.05) =
Retail Profit
Wholesale Profit Example:
Gary’s downline (Sue) is a Senior Consultant at a 35% Discount Percentage who also sells a can of
Herbalife Formula 1
- Sue’s Discount Amount is $13.97. The Discount Amount is calculated by taking the Earn Base ($39.90) x
Discount Percentage (35%)
- Sue’s Distributor Price is $28.03. The Distributor Price is calculated by taking the Suggested Retail Price
($42.00) – Discount Amount ($13.97)
Since Gary’s Discount Percentage is 50% and Sue’s Discount Percentage is 35%, Gary also earns a
Wholesale Profit on Sue’s sale/order
Gary’s Wholesale Profit is $39.90 x 15% (50%-35%) = $5.99. Earn Base x (Gary’s Discount Percentage –
Sue’s Discount Percentage) = Wholesale Profit
*Special Note to Wholesale Profit: If Sue is a Distributor outside the United States or US
Territories, Gary will earn Wholesale Profit on the products Sue orders from Herbalife as
calculated above. If Sue is a Distributor in the United States or US Territories, Gary will earn
Wholesale Profit only on the products Sue sells to her customers (not what she orders from
Herbalife), and only where Sue submits a valid Receipt for the sale to her customer showing the
required customer and pricing information showing that the sale was profitable.
For more information on how current pricing compares to historical pricing, click here.
Senior Consultant
Improve Your Profits With the Discount Scale
As you and your non-Supervisor Downline sell more Herbalife® products, your Total Volume increases, and
you may reach the next level of Senior Consultant. As such, you become eligible to purchase products at
a 35% or 42% discount off the Earn Base, giving you a greater profit margin.
Discount Scale
As a Distributor you may purchase at a 25% discount on all orders until you become eligible for a higher
discount by achieving the Senior Consultant level. Thereafter, your discount on purchases will be
determined by the Discount Scale as indicated below at no less than a 35% discount.
Volume Points accumulate either from orders placed by you directly with Herbalife, which are
referred to as Personally Purchased Volume, or from orders your Preferred Members and
Distributors place with Herbalife, which are called Downline Volume. Both types of volume may be
used to achieve Senior Consultant Level at a 35% or 42% discount.
Level Monthly Volume Discount Eligibility

Senior Consultant Achieve 500 Documented Volume 35% All orders will be placed
Points in 1-2 months at 35% discount until
you become eligible for
a higher discount
Qualified Producer Accumulate 1,000 Documented 42% As a Qualified Producer
Volume Points within 1-2 months you are entitled to a
or Achieve 2,5000 Documented 42% Discount on every
Volume Points in 1-6 months order until you become
eligible for a higher
discount
Qualifying Achieve 2,000 Documented Temporary Once Qualifying
Supervisor Volume Points in one volume 50% Volume Points are
month with a minimum 1,000 achieved additional
Documented Volume Points orders are purchased
Unencumbered or at a Temporary 50%
-Achieve 2,000 Documented discount
Volume Points over two
consecutive months, with a
minimum 1,000
Volume Points Unencumbered or
- Accumulate 4,000 Volume Points
within 12 months with a minimum
of 3 months required
Supervisor 3 ways to qualify: 50% As a Supervisor, you
See “Qualifying as a Supervisor” in are entitled to a 50%
this section of the Sales & discount on every
Marketing Plan and Business order. (Must requalify
Rules for details. annually).
Note:
Your Personal Volume, plus your downline’s Volume, count as your Total Volume. Once you are on the
Discount Scale, your discount will never be less than 35% for as long as you remain an active Distributor
and/or until you become eligible to a higher discount. The more you sell, the greater your profit potential.
Remember that each Volume Month you begin again at a 35% discount and can work your way up to 42%
and 50% discount.
Qualified Producer
You have the opportunity to achieve Qualified Producer status by accumulating 1, 000 Documented Volume
Points within 1-2 months or by accumulating 2,500 Documented Volume Points within 1-6 months. All
volume achieved towards this qualification must be from orders purchased directly from Herbalife.
You will automatically receive the 42% once the qualification has been achieved; and will be updated to
this status on the 1st of the month following the month your qualification volume was achieved.
A Qualified Producer is eligible to:

• Purchase at 42% immediately after qualifying for this status
• Earn a 42% Retail Profit
• Earn up to 17% Wholesale Profit (Commissions) on the Earn Base value from purchases made by your
downline Distributors at a 25% or 35% discount
Once you achieve Qualified Producer status, all purchases will be at a discount of no less than 42% as long
as your Annual Distributor Services Fee remains current and paid.
Fully Qualified Supervisor

At the Supervisor status you will earn the highest discount of 50%, plus Retail and Wholesale Profit, and
become eligible to earn Royalty Overrides (RO).
A Fully Qualified Supervisor is eligible to:
• Earn a 50% Retail Profit

• Earn up to 25% Wholesale Profit (Commission) on the Earn Base value from purchases made by your
downline Distributors at a 25% - 42% discount
• Earn RO of 1% to 5% on their first, second and third-level active Supervisor
• Attend special workshops and training sessions
• Qualify for special Supervisor recognition
Distributors who achieved the level of Supervisors are often referred to as Distributors or Herbalife
Independent Distributors.
As a Supervisor, purchases may only be made by you directly from Herbalife.
Qualifying as a Supervisor
There are three ways to qualify as a Supervisor:
• One-Month Qualification: Achieve 2,000 Documented Volume Points in one Volume Month (with a
minimum 1,000 of those 2,000 Documented Volume Points Unencumbered).
• Two-Month Qualification: Accumulate 2,000 Documented Volume Points within two consecutive months
(with a minimum of 1,000 of those 2,000 Documented Volume Points Unencumbered over the same two-
month period.
• Accumulated Qualification: Achieve 4,000 Documented Volume Points within 12 months (of which a
minimum of three months is required). Distributors have the opportunity to qualify via this method when
purchasing their orders directly with Herbalife.
For all methods of Supervisor Qualification, once achieved, you are automatically updated to Supervisor
status on the 1st of the month following completion of your qualification.
Qualifying Supervisor
Eligibility for Temporary 50% Discount
Once you have achieved the required Volume Points toward Supervisor Qualification you will be considered
a Qualifying Supervisor until the 1st of the following month, when you will become a Fully Qualified
Supervisor. As a Qualifying Supervisor, you are eligible for a temporary 50% discount for the remainder
of the Volume Month in which your qualifying Volume Points were achieved.
Orders purchased at a 50% discount must be purchased directly from Herbalife.
The Volume from orders purchased at a Temporary 50% is considered Personally Purchased Volume for
the purchaser and Group Volume for the Fully Qualified Supervisor.
Matching Volume
Matching Volume is the Personal and Total Volume a Supervisor must have in order to validate the
Supervisor qualifications in your downline.
Matching Volume is how Herbalife verifies and validates the qualification of new Supervisors. Whenever a
Supervisor sponsors a Distributor to the Supervisor position, the sponsoring Supervisor’s Total Volume
must be at least the same as the Total Volume of their downline Distributor(s) qualifying within that same
month. Without adequate Matching Volume, the new Supervisor will be moved to the next upline
Supervisor.
The following Matching Volume example illustrates the amount of Personal Volume and Total Volume that
must be achieved by the sponsoring Supervisor for the downline Distributors who are qualifying for
Supervisor. In this example, “A” (the sponsoring Supervisor) must have at least 4,000 Personal Volume
Points and at least 1,000 Group Volume Points in the month that “B” and “C” are qualifying for Supervisor.
This volume obligation for the Supervisor is considered to be their Matching Volume requirement.
Matching Volume Example

A Matching Volume Requirement
Sponsoring for Supervisor “A”
Supervisor 4,000 Personal Volume
+ 1,000 Group Volume
= 5,000Total Volume
B 1,000 Volume Points = 1,000 Group
Qualifying @ Temporary 50% Discount Volume for “A”
Supervisor
C 4,000 Accumulated = 4,000 Personal
Qualifying Volume Points Volume for “A”
Supervisor
Insufficient Matching Volume

As the first upline Fully Qualified Supervisor, if you do not have enough Volume in the qualifying month(s)
to substantiate your downline’s Supervisor qualification you will be “short” Matching Volume. Herbalife will
notify you of the insufficient Volume and allow you to place a Matching Volume Order for the amount you
are short. The Order Department will be authorized to accept the Matching Volume Order for the appropriate
month.
To place this volume, the order must be clearly identified a “Matching Volume Order for Month of
______________.”
Matching Volume Order

To receive proper credit for the Matching Volume Order, the order must be clearly identified as Matching
Volume Order for the appropriate month and year, with full payment included. A Matching Volume Order
can only be accepted by Herbalife if the Company has identified a Matching Volume problem and notified
you accordingly and has authorized the Order Department to accept the order from you as the sponsoring
Supervisor. This order will be applied to the Volume Month specified.
Appropriate adjustments will be made on Matching Volume order to your upline Royalty and Production
Bonus receiving Supervisors. However, Royalty points and TAB Team production Bonuses percentages
will not be adjusted when a Matching Volume Order is placed after the Volume Month in question. If multiple
occurrences of Matching Volume take place, as the Sponsoring Supervisor, you will not be paid the Royalty
earnings for up to four months on the qualifying line and this earning will be paid to the next upline Royalty
receiving Supervisor.
Failure to Match Volume

In order to avoid a penalty, you must place the Matching Volume Order once you have received notification
from Herbalife.
If you are short volume and fail to place an order to match that Volume, a Matching Volume Penalty will be
assessed. The penalty is that you will permanently lose the Supervisor who qualified the month in question
and that Supervisor’s downline.
Failure to Qualify as a Supervisor

If your sponsored downline becomes a Fully Qualified Supervisor before you do, you will have one year
from the date of your downline’s qualification to also become a Fully Qualified Supervisor.
If you do not become a Fully Qualified Supervisor within the one year following your downline’s Supervisor
qualification, you will permanently lose that downline to your first upline Supervisor at the end of your
downline Supervisor's first requalification year.
Example:
February 2014
08/01/2012 Sponsor loses
Downline Qualified Downline
Supervisor’s is Sponsor hasn’t
Qualification Month become a Fully
Qualified Supervisor
08/01/2012 – 01/31/2014
Sponsor’s Opportunity to Qualify for Supervisor
Supervisor Requalification
Once you become Supervisor status and above you must requalify your Supervisor status annually between
February 1 and January 31 (i.e. upon qualifying as a Supervisor, you will have at least twelve (12) months
during which to requalify as a Supervisor) to maintain your rights and privileges.
The requalification requirements for this are described below.
• One-Month Requalification: Achieve 4,000 Volume Points in one Volume Month (with a minimum 1,000
of those 4,000 Volume Points unencumbered).
• Two-Month Requalification: Achieve 4,000 Volume Points over two consecutive months (with a minimum
of 1,000 of those 4,000 Volume Points Unencumbered over the same two-month period.)
• Twelve-Month Requalification: Accumulate 10,000 Unencumbered Total Volume Points over the 12-
month Requalification period.
Or,
Accumulate 4,000 Unencumbered Total Volume Points over the 12-month requalification period.
When requalifying by accumulating 4,000 Unencumbered Volume Points between February 1 and January
31 you will retain your Supervisor status and 50% buying privileges. However, any downline lineage that
includes a Supervisor will be lost and moved to your next upline Fully Qualified Supervisor.
You will automatically requalify as a Supervisor each year if the volume requirements are met during the
qualification period. As a reminder, you have the advantage of receiving a 50% discount on your
requalification orders.
In addition to requalifying your Supervisor status, you must assure your Annual DistributorServices Fee is
current and paid. Failure to pay the Annual Distributor Services Fee prior to or within 90 days after
requalification will result in suspension of your ordering privileges and earnings until the fee is paid.
If you do not complete your Supervisor Requalification you will lose all rights and privileges of a Supervisor,
including the loss of any lineage that includes a Supervisor. In this case, the entire downline lineage will be
moved to your next upline Fully Qualified Supervisor.
As a Supervisor if you fail to requalify each year by January 31 you will be demoted to the position of
Qualified Producer.
Three Levels of Success

The people you personally sponsor as Herbalife Independent Distributors are known as your First Level.
They may be friends or family or business associates, or even people you have just met. You can personally
sponsor as many people as you want in any country in which Herbalife officially operates. When these
Distributors in your First Level sponsor other Distributors those new Distributors become your second level.
When your Second Level, in turn, sponsor others, those they sponsor become the third level in your
Herbalife organization.
By training your Distributors and encouraging them to follow your example, some may choose to set their
goals and qualify at the Supervisor level. As a Supervisor with Fully Qualified or Qualifying Supervisors in
your first three levels, you may qualify to earn Royalty Overrides between 1% to 5% of your Organizational
Volume.
ROYALTY OVERRIDE INCOME
Payment of Royalty Overrides

Your Royalty Override percentage is based on your Total Volume for each month, if your Volume Points
are less than 500 Volume Points, then no Royalty Overrides are earned. If you produce 2,500 Volume
Points or more, then a maximum 5% is earned on three active downline levels. The following Royalty
Override scale shows the volume requirements that you must meet as a Supervisor every month to earn
Royalty Overrides.
Royalty Override Scale

Your Total Royalty Override
Volume Points Earning %
0–499 0%
500–999 1%
1,000–1,499 2%
1,500–1,999 3%
2,000–2,499 4%
2,500 plus 5%
Royalty Overrides are paid as follows:

In the following example, at the maximum 5%, your Royalty Override is calculated on 30,000 Organizational
Sale Volume, which gives you 1,500 Royalty Override Points. Royalty Override Points are used for
qualification purposes. Keep in mind, earnings are calculated on the Earn Base value of the products in the
country from which the product is ordered. In certain countries, these Royalty Override earnings are
converted to your local currency.
Royalty Override Example
YOU 2,500 Your Total Royalty Override
Volume Points = 1,500 Royalty Points
First-Level 10,000
Supervisor Volume Points = 5% = 500 Royalty Points
Second-Level 10,000
Third-Level 10,000
Royalty Points are calculated as follows:

• 1% to 5% Royalty Points are achieved from the Total Volume of personally sponsored first-level
qualified Supervisors.
• 1% to 5% Royalty Points are achieved from the Total Volume of personally sponsored second-
level qualified Supervisors (e.g. a Supervisor who has been sponsored in turn by your personally
sponsored Supervisor).
• 1% to 5% Royalty Points are achieved from the Personal Volume of personally sponsored third-
level qualified Supervisors (e.g. a Supervisor who has been sponsored in turn by a second-level
Supervisor).
Additional Requirements
As a Supervisor who meets the specified requirements to earn Royalty Overrides you must also comply
with any applicable requirements to earn and receive both Royalty Overrides and Production Bonus. If you
fail to comply the Royalty Overrides and Production Bonus will not be paid to you.
Royalty Override Roll-Up

As a Supervisor, you also have the opportunity to earn Royalty Override Roll-Ups. Royalty Override Roll-
Ups are paid to the appropriate qualified upline Supervisor(s) when any downline Royalty Override
contributing Supervisor earns less than the maximum 5% payout. This “roll-up” percentage is the difference
between the 5% maximum Royalty Override and the actual percentage earned by the downline Royalty
contributing Supervisor.
To be eligible for Royalty Override Roll-Ups, as a Supervisor you must be at the maximum 5% earning
level, based on the Royalty Override Sliding Scale. You may not earn more than 5% Royalty Override on
any order.
Royalty Override Roll-Up Example

YOU 2,500 Earns 5% Royalty Override
Total Volume Points on First, Second and
5% Royalty Override = Third-level Supervisors
Earns 4% Royalty
Override Roll – Up on
Fourth-Level Supervisor
First-Level 2,500 Earn 5% Royalty Override
Supervisor Total Volume Points on Second, Third and
5% Royalty Points =
Fourth-Level Supervisors
Second-Level 2,500 Earn 5% Royalty
Supervisor Total Volume Points Override on Third and
5% Royalty Points =
Fourth-Level Supervisors
Third-Level 500 Earns 1% Royalty Override
Supervisor Total Volume Points on Fourth-Level Supervisor
1% Royalty Override =
Fourth-Level 1,000 Supervisor does not have
Supervisor Total Volume Points downline to earn Royalty
No Royalty Override = Overrides
World Team
Qualifying as a World Team member is an important step in your Herbalife business. You have
demonstrated your success by qualifying for this prestigious team. World Team is your launching pad to
move on to qualifying for the TAB Team.
To Qualify:
• Achieve 10,000 Total Volume Points in one Volume Month after becoming a Qualifying Supervisor
or a Fully Qualified Supervisor.
• OR As a Fully Qualified or Qualifying Supervisor, achieve 2,500 Total Volume Points, each Volume
Month, in four consecutive months.
• OR Achieve 500 Royalty Points in one Volume Month.
Providing you have achieved your Supervisor qualification, after achieving the required Volume or Royalty
Points you will be updated to World Team status on the first of the following month.
You Receive:
• All the benefits of a Supervisor
• A World Team pack, containing a personalized World Team Certificate and a World Team pin
Plus You Become Eligible to:

• Attend special planning and training sessions targeted to accelerate your progress to TAB Team
TAB Team
Successful Supervisors have the opportunity to proceed to the higher scale of the Herbalife Sales &
Marketing Plan, which is the Top Achievers Business (TAB) Team. There are three levels within the TAB
Team: Global Expansion Team (GET), Millionaire Team and President’s Team.
Achieving TAB Team status is a prestigious recognition within the Herbalife Sales & Marketing Plan. TAB
Team status indicates that the Supervisor has developed a strong, active downline Supervisor base and
has demonstrated a willingness to take a leadership role. Upon achieving TAB Team status you will be
eligible to receive additional benefits and earn leadership status. Reaching each new level enables you to
participate in advanced training, earn generous Production Bonuses and qualify for exceptional awards and
incentives.
TAB Team Production Bonus

As a TAB Team, you have the potential to receive 2% to 7% Production Bonus on your entire downline
organization’s activity on a monthly basis. It is necessary to submit a completed TAB Team Production
Bonus Acknowledgment Form and also comply with any applicable requirements to be eligible for
Production Bonus payments. The TAB Team Production Bonus is, in part, a reward for your leadership
and undivided loyalty. (Please refer to the “Sample Forms” section of the Sales & Marketing Plan and
Business Rules.) The Acknowledgment Form must be accepted and approved by Herbalife in order to
receive payments; the form will be sent to you by Herbalife during your qualification period. (See individual
team qualifications for specific Production Bonus qualifications.)
Annual Bonus
A bonus payment representing up to a percentage of Herbalife’s worldwide sales is distributed annually
among Herbalife Nutrition’s eligible President’s Team members in recognition of their outstanding
performance in advancing sales of Herbalife® products. (Refer to “Mark Hughes Bonus Award Rules”
distributed to President‘s Team members, and available online at MyHerbalife.com.)
Vacation and Training Events

Reward, recognition, and training are of the utmost importance at Herbalife. As an Herbalife Independent
Distributor you have the opportunity to be eligible to qualifying for various Vacation and Training Events
(when offered). Vacations and Training Events are both fun and informative and are held in exciting
locations around the world; these events will teach you how to meet your goals, increase your earning
power and build an international business. You’ll learn all this while enjoying an exciting, adventurous
vacation.
TAB – The following levels represent both recognition and earning levels
within the TAB team.
Global Expansion Team (GET)
To Qualify:
Achieve 1,000 Royalty Points each month for three consecutive months; the first of the following month you
will be updated to Global Expansion Team (GET)
Benefits
• All the benefits of a Supervisor
• A Global Expansion Team Recognition Certificate and pin
• Eligible to immediately earn up to 2% monthly TAB Team Production Bonus on your downline
organization’s volume. (Please refer to the “TAB Team Production Bonus Payout Guidelines” section
in the Sales & Marketing Plan and Business Rules.) Upon completion of your qualification, you will
receive a detailed communication that further specifies your monthly TAB Team Production Bonus
earning requirements.
• Eligible to qualify for Company training event promotions.
• Eligible to participate in special advanced trainings.
• Eligible to participate in special conference calls.
Millionaire Team
To Qualify:
Achieve 4,000 Royalty Points each month for three consecutive months; the first of the following month you
will be updated to Millionaire Team.
Benefits
• All benefits of a Supervisor
• A Millionaire Team Certificate and pin
• After a waiting period of 2 months, you will be eligible to earn up to 4% monthly TAB Team Production
Bonus on your downline organization’s volume. (Please refer to the “TAB Team Production Bonus
Payout Guidelines” section in the Sales & Marketing Plan and Business Rules.) Upon completion of
your qualification, you will receive a detailed communication that further specifies your monthly TAB
Team Production Bonus earning requirements.
• Eligible to qualify for Company training event promotions.
• Eligible to participate in special conference calls.
President’s Team
To Qualify:
• President’s Team: Achieve 10,000 Royalty Points in three consecutive months.
President’s Team Earning levels

• 20K President: Achieve 20,000 Royalty Points in three consecutive months. After a waiting period of three
months, earn a 2% to 6.5% Production Bonus.
months, earn a 2% to 6.75% Production Bonus.
months, earn a 2% to 7% Production Bonus.
The first of the month following completion of your qualification, you will be updated to the appropriate
President's Team level based on your qualification.
Benefits
• All benefits of a Supervisor
• A prestigious President’s Team Certificate and pin
• After a waiting period of three months, you will be eligible to earn up to 7% TAB Team Production
Bonus based on your qualification level. (Please refer to the “TAB Team Production Bonus Payout
Guidelines” section in the Sales & Marketing Plan and Business Rules.) Upon completion of your
qualification, you will receive a detailed communication that further specifies your monthly TAB Team
Production Bonus earning requirements.
• Eligible to qualify for a special President’s Team vacation and training event even promotions.
• Eligible to participate in special conference calls and advanced trainings.
Awards Policies
Herbalife delivers recognition awards (such as, but not limited to) pins, plaques, and jewelry in a timely
manner to Distributors that have achieved such recognition.
In the event an award is not received, the Awards and Recognition Department should be contacted in
writing (via email or at the postal address below). The request must be received by Herbalife no later than
six (6) months after the qualification date associated with the Award.
Awards Replacement and/or Repair Policy:

Herbalife strives to provide the highest quality awards available. In the event that an award was received
defective or otherwise damaged, you may return the item(s) for free replacement within six (6) months of
the original qualification date associated with the award.
After this six-month period, you may return damaged item(s) to be professionally refurbished or repaired
which shall be at their cost paid through an earning deduction form. Any deviations from this policy shall be
at the sole and absolute discretion of Herbalife.
Request may be submitted by phone or in writing to:
Herbalife
P.O. Box 80210
Los Angeles, CA 90080-0210
or
toll-free at 866-866-4744.
PRESIDENT’S TEAM PLUS
President’s Team Plus Awards and Recognition
One Diamond Executive President’s Team

To qualify you must have one first-line, Fully Qualified President’s Team member
in any line of your downline organization.
Two Diamonds Senior Executive President's Team

To qualify you must have two first-line, Fully Qualified President's Team members
in two separate lines of your downline organization.
Three Diamonds International Executive President's Team

To qualify you must have three first-line, Fully Qualified President’s Team
members in three separate lines of your downline organization.
Four Diamonds Chief Executive President’s Team

To qualify you must have four first-line, Fully Qualified President’s Team members
in four separate lines of your downline organization.
Five Diamonds Chairman’s Club

To qualify you must have five or more first-line, Fully Qualified President’s Team
members in five or more separate lines of your downline organization.
Ten Diamonds Founder’s Circle

To qualify you must have 10 or more first-line, Fully Qualified President’s Team
members in 10 or more separate lines of your downline organization.
Presidential Plus Awards
The Presidential Plus Awards are based on production (January through December Volume Months).
Baume & Mercier Watch 250,000 Royalty Override Points
Marquis Diamond Ring 500,000 Royalty Override Points
Piaget Gold and Diamond Watch† 750,000 Royalty Override Points
Piaget Diamond Watch† 1,000,000 Royalty Override Points

†Actual watch model may vary based on availability at time of qualification.
Qualifications by Team Level

Following is an easy-to-understand graph of qualifications for each team level.
Qualifications Waiting and Earning Periods
Team Achieve required Waiting Period Earning Period
Royalty
Points each month for 3
consecutive months
Global Expansion Team (GET) 1,000 None 12 months from Fully Qualified/Requalified Date
Millionaire Team (MILL) 4,000 2 months 12 months after waiting period is complete
President’s Team (PRES) 10,000 3 months 12 months after waiting period is complete
President's Team20K (20K) 20,000 3 months 12 months after waiting period is complete
Production Bonus Earning Percentage Requirements

Once you have qualified and/or requalified for a particular TAB Team earning percentage level, the following
must be achieved in each of the earning months to receive a TAB Team Production Bonus (“PB” on the
following table) during your earning period:
Max Earning Total Royalty Points Royalty Points Royalty Points Royalty Points Royalty Points Royalty Points
% Level Volume Required for Required for Required for Required for Required for Required for
Points Max 2% Max 4% Max 6% Max 6.5% Max 6.75% Max 7%
Required PB PB PB PB PB PB
2% 3,500 1,000
4% 3,000 1,000 4,000
6% 2,500 1,000 4,000 10,000
6.5% 2,500 1,000 4,000 10,000 20,000
6.75% 2,500 1,000 4,000 10,000 20,000 30,000
7% 2,500 1,000 4,000 10,000 20,000 30,000 50,000
TAB TEAM PRODUCTION BONUS PAYOUT GUIDELINES

To help you better understand the TAB Team Production Bonus [Production Bonus] Payout, we’ve put
together the following guidelines.
• When a TAB Team in your downline earns a Production Bonus at a lower % level than you, you will earn
the % difference on their downline. For example, if you earn a Production Bonus at the 6% level and your
downline TAB Team earns a Production Bonus at the 2% level, you will earn 6% on that TAB Team and
the remaining 4% Production Bonus on their downline organization down to the next Production Bonus
earner. Your Production Bonus earnings below those downline Production Bonus earners will depend upon
the earning % of each Production Bonus earner.
• When a downline TAB Team earns Production Bonus at the same % level as you, you will earn on that
TAB Team but you will be unable to earn a Production Bonus on their downline. This is commonly referred
to as “Cut-Off”.
• When a downline TAB Team earns a Production Bonus at a higher level than you, you will be unable to
earn a Production Bonus on that downline and their organization. This is commonly referred to as
“Blocking”.
• Remember, to be eligible to receive the Production Bonus, your completed TAB Team Production Bonus
Acknowledgment Form must have been accepted and approved by Herbalife, and all other terms and
conditions must be met.
Production Bonus Eligibility Period Examples
Qualification Period Global Expansion Team (GET)
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN
1,000 1,000 1,000 Eligible to earn 2% PB from April to March
Royalty Royalty Royalty
Points Points Points Requalification Period from April to March
Qualification Period Millionaire Team

4,000 4,000 4,000 Waiting Eligible to earn 4% PB from June to May
Royalty Royalty Royalty Period
Points Points Points Requalification Period from April to March
Qualification Period President’s Team

10k, 20k, 30k, 50k Waiting Period Eligible to earn 6% PB from July to June
Royalty Points Requalification Period from April to March
x 3 months
Production Bonus Requalification

To continue earning your Production Bonus, you need to requalify at your team level or above. Here’s how
you do just that:
Requalification
To remain at your earning level, simply achieve three consecutive months of Royalty Point requirements
(same as original qualification) every year during your requalification period.
Please note: When you qualify for any Team status, you retain that status regardless of your Production
Bonus earning % level (unless you achieve a higher TAB Team status or are demoted as a Supervisor).
If you don’t requalify for any Production Bonus earning % level during your last requalification period and
later qualify for the same level, you will need to observe the waiting period before you start earning at that
level.
Requalification Period
To allow you ample time to requalify and continue to earn your Production Bonus, you have a 12-month
time frame from your last Team qualification/requalification date.
GLOSSARY OF TERMS
The following terms are used throughout this text. Some have specific Herbalife connotations, so please
become familiar with them, and make them a part of your vocabulary as quickly as possible.
Blocking: As a Production Bonus earner, when you have a Production Bonus earner below you, earning
at a higher Production Bonus earning percentage, you will be “blocked” from earning on that Production
Bonus earner as well as their downline organization.
Charter Preferred Member (CPM): Existing Members who convert between October 1 and January 8,
2017, who only wish to consume the Herbalife® products at a discount and are not interested in the business
opportunity. They are unable to sell the products or recruit others.
Commission (Wholesale profit): The difference between the discounted price paid by the Sponsor and
the price paid by the downline. It is also known as Wholesale Profit.
Customer: Anyone who is not an Herbalife Independent Distributor who purchases Herbalife® products at
retail price.
Cut Off: As a Production Bonus earner, when you have a downline earning an equal Production Bonus
percentage, you will be able to earn your eligible Production Bonus on the sales activity down to and
including that earner but will not earn Production Bonus on any lineage below.
When you have a downline earning a lower Production Bonus percentage, you will earn your eligible
Production Bonus on the sales activity down to and including the earner plus you will earn the percentage
difference on their downline.
Discount Scale: An earned discount of 35% to 50% which is allowed after reaching specified sales goals.
Distributor: Any Herbalife Independent Distributor 1.
Downline: All Preferred Members and Distributors personally sponsored by you as well as all other persons
sponsored by your Distributors.
Earn Base Value: The value assigned to a product, in local currency, on which discounts and earnings are
calculated.
First-Level Distributor: All Distributors you personally sponsor are considered your First Level.
Fully Qualified Supervisor: A Distributor who has met all the requirements for Supervisor qualification
and is now entitled to all Supervisor privileges.
Lineage: All Preferred Members and Distributors who are part of one organization as a result of sponsoring
or being sponsored.
Personal Preferred Member: All Preferred Members you personally refer are considered your Personal
Preferred Members.
Preferred Member: Anyone who submitted a Preferred Member Application and Agreement to purchase
Herbalife products for their household’s personal consumption at a discount directly from the company.
Preferred Members cannot sell products, sponsor Distributors, or engage in the Herbalife business in any
way. However, Preferred Members may convert to Distributors.
Production Bonus: A bonus of 2% to 7% earned on your entire downline organization's activity paid to
eligible TAB Team.
Profit, Retail: The difference between the discounted product price paid by a Distributor and the retail price
paid by a Retail Customer.
1
Distributors may be referred to as Members in some countries.
Profit, Wholesale: The difference between the discounted price paid by the Sponsor and the price paid by
the downline. Also known as Commission.
Qualified Producer: A Distributor who accumulates 2,500 Personally Purchased Volume Points within 1
to 6 months and is entitled to purchase at a 42% discount and earn split commissions.
Qualifying Month: The month in which a Distributor meets the requirements for a specific qualification.
Qualifying Supervisor: A Distributor who has achieved the required Volume Points toward Supervisor
Qualification in their qualifying month. Assuming that all qualifications are met, they will be recognized as a
Fully Qualified Supervisor on the first of the following month. A Qualifying Supervisor is eligible to purchase
from Herbalife at a temporary 50% discount.
Royalty Override: A monthly payment ranging from 1% to 5% made to Fully Qualified Supervisors on the
sales activity of their three levels of active downline Supervisors.
Royalty Points: Used for qualification purposes, this is the sum of a Supervisor’s Organizational Volume
times their royalty earnings percentage.
Royalty Roll-Ups: Herbalife pays Supervisors the full 5% for each of three active downline Supervisor
levels. Royalty Roll-Ups are paid to the appropriate upline Supervisor(s) when a downline Supervisor earns
less than the maximum 5% Royalty Override payout per level. In these instances, the difference between
5% and the Supervisor’s earning percentage (1% to 4%) results in the Royalty Roll-Ups.
Senior Consultant: A Distributor who has qualified to purchase at 35% or 42% discount.
Split Commission: The commission earned from a downline who is purchasing at a lower discount than
your discount at the end of the volume month. A commission of up to 25% will be split amongst the eligible
Senior Consultant, Qualified Producer, Qualifying Supervisor and Fully Qualified Supervisor in the
purchasing Distributor’s upline.
Sponsor: A Distributor who brings another individual into Herbalife.
Supervisor’s Personal Organization: Includes all Distributors in the Supervisor’s downline who are
Preferred Members and Distributors.
TAB Team: A Distributor who has met all the requirements for GET, Millionaire Team or President’s Team.
Upline Organization: Your Sponsor and their Sponsor and their Sponsor’s Sponsor, and so on.
Volume, Downline: Volume achieved on orders placed by your Preferred Member and non-Supervisor
downline directly from Herbalife.
Volume, Encumbered: Volume being used by your downline for Supervisor qualification purposes.
Volume, Group: Orders purchased at a temporary 50% discount, by Qualifying Supervisor(s) in a

Supervisor’s personal organization.
Volume, Matching: The Total Volume a sponsoring Supervisor must have in a given month to equal or
exceed the volume achieved by their downline Distributor(s) who are qualifying for Supervisor.
Volume, Organizational: The accumulated volume amount on which a Supervisor earns Royalty
Overrides.
Volume, Personal: The volume from orders purchased by you as a Fully Qualified Supervisor and all others
in your downline organization, excluding any 50% orders by Qualifying or Qualified Supervisors.
Volume, Personally Purchased: The volume from orders purchased directly from Herbalife using your
Herbalife Identification Number.
Volume, Total: The combined total of Personal Volume plus Group Volume.
Volume, Unencumbered: Volume not being used by your downline for Supervisor qualification purposes.
Volume Point: A point value assigned to each Herbalife® product that is equal in all countries.
SAMPLE FORMS
Introduction
The following pages contain samples of forms which you may be required to use to communicate
with Herbalife as you conduct your business. They are included to help you become familiar with them
and to assist you in completing them. Please review them and become familiar with their use.
Downloadable and printable forms are also available online at MyHerbalife.com by clicking “Documents” in
the “My Office” area on the home page. Then select “USA” from the drop-down menu.
Table of Contents
Introduction
Automatic Payment Service (APS) Authorization Agreement & Application

Change of Address Form
Request for Refund Form
Repurchase of Inventory
Inventory Repurchase Request Form

Product I Wish to Return
Literature/Promotional Items I Wish to Return
Nutrition Club Operator’s Notice
Hygiene and Sanitary Practices
Notice
Automatic Payment Service (APS)
Authorization Agreement & Application
Note: APS not available for Puerto Rico residents.
I authorize HERBALIFE INTERNATIONAL (HERBALIFE) to begin deductions from my account with the financial institution
named for payment of my Herbalife Nutrition product, literature and/or sales promotion orders (Herbalife Nutrition orders).
This authorization will remain in effect until properly revoked by me in writing. I understand that my right to stop automatic
payment of my HERBALIFE NUTRITION orders will be effective upon receipt of timely written notice by HERBALIFE
NUTRITION and/or my designated financial institution prior to the time my account is charged. I understand that
HERBALIFE NUTRITION and/or the financial institution indicated reserve the right to end this payment plan and my
participation therein upon dispatch of timely written notice.
APS IS AVAILABLE TO SUPERVISORS WHO HAVE BEEN QUALIFIED FOR 30 DAYS OR MORE.
NOTE: IMPORTANT INFORMATION BELOW – PLEASE COMPLETE

ONE APS APPLICATION PER DISTRIBUTORSHIP
____________________________________________________(_____)__________________
Please print your name (as shown on financial institution records) Daytime Telephone Number
__________________________________________________________________________________________________
Home Address Street City State Zip Code
__________________________________________________________________________________________________
Email Address
____________________________________________________________________ ___ ___ ___- ___ ___ - ___ ___ ___ ___
Name and ID Number on Herbalife Nutrition Distributor Application (please print) Applicant’s Social Security Number or
Individual Taxpayer Identification Number
Indicate four-digit code number (must be numerical, no letters) to be used for verification*
____________________________________________________________________________
Signature (Primary Distributor) If Joint Account (Other Signature) Date
Please allow 15 days for processing

IMPORTANT: To avoid delay in processing, you must attach a check marked “VOID,” or a savings account deposit slip
(most savings accounts only allow a limited number of deductions per month) with your bank’s routing number and your
account number noted on the deposit slip. In addition, please verify this information with your bank especially if using a
credit union account as the transit routing number may be different than what is on your check or deposit slip. Please fill in
the spaces provided below:
___ ___ ___ ___ ___ ___ ___ ___ ___ ________________________________
Transit Routing Number (9 digits) Bank Account Number Checking Savings
____________________________________ _______________________________ (_____)______________________

Name of Your Bank, Savings & Loan, etc. City, State Bank Telephone #
* Please fill in the boxes provided with a four-digit Personal Identification Number (PIN). (You decide the code– it may be a birth date, anniversary date, etc.)
Please remember your PIN and refer to it each time you place an APS Phone-In Order. Please keep a copy of this Agreement & Application form for your
records.
RETURN THIS ENTIRE PAGE TO: HERBALIFE NUTRITION WORLD HOME OFFICE
ATTN: ACCOUNTS RECEIVABLE DEPARTMENT
P.O. BOX 80210
LOS ANGELES, CA 90080-0210
The personal information entered on this form, will be used by Herbalife Nutrition to process your request, to fulfill all legal
and contractual requirements, and for other business purposes as described our privacy policy, located
at https://www.herbalife.com/privacy-policy. Herbalife Nutrition or its authorized third parties may contact you directly for
these purposes. Contact us at 866-866-4744 or [email protected] for more information. CALIFORNIA RESIDENTS:
please see our Supplemental Privacy Notice for California Residents (https://www.herbalife.com/privacy-
policy#CaliforniaSupplement). A paper copy is available upon request.
Rev. 12/30/19
Supervisors have Herbalife Nutrition’s permission to duplicate this document. ©2019 Herbalife International of America, Inc. All rights reserved.
CHANGE OF ADDRESS FORM
Herbalife International of America, Inc. Herbalife Nutrition

950 West 190th Street Phone: (866) 866-4744
Torrance, CA 90502-1001 Email: [email protected]
P.O. Box 80210 TTY User: (800) 503-6108
Los Angeles, CA 90080-0210
If you wish to request a change of address, the following procedure must be followed:
• Complete this form.
• Mail/Email this form using the information above to the attention of HERBALIFE NUTRITION
• You may also submit your change of address information directly to Herbalife Nutrition online at MyHerbalife.com (If change is within same
country).
• If this request is for a move into another country, contact Herbalife Nutrition for assistance.
All changes will be effective immediately upon completion of the processing of this form by Herbalife Nutrition.
PERSONAL INFORMATION
___________________________________________ ________________________________________ _________________________________

Last Name First Name Middle Name
______________________________________
Herbalife Nutrition ID Number
__________________________________________________________________________________________________________
Previous Email Address
__________________________________________________________________________________________________________
New Email Address
PREVIOUS ADDRESS NEW ADDRESS
__________________________________________________ ______________________________________________________
Country of Address Country of Address
__________________________________________________ ______________________________________________________
Street Address Street Address
_________________________ ____________ ____________ ________________________ _______________ ______________
City State Zip Code City State Zip Code
___________ _____________ _________________________ ____________ _____________ ___________________________
Country Code Area Code Day Phone Country Code Area Code Day Phone
___________ _______________________________________ ____________ _________________________________________
Area Code Evening Phone Area Code Evening Phone
___________ _______________________________________ ____________ _________________________________________
Area Code Fax Area Code Fax
IMPORTANT: If the new address provided above is a P.O. Box, you must fill out the information below and provide a Residential Address
(cannot be a P.O. Box).
NEW RESIDENTIAL ADDRESS
________________________________________________________
The personal information entered on this form, will be used by
Country of Address
Herbalife Nutrition to process your request, to fulfill all legal and
________________________________________________________ contractual requirements, and for other business purposes as
Street Address
described our privacy policy, located
____________________________ __________ ___________ at https://www.herbalife.com/privacy-policy. Herbalife Nutrition or its
City State Zip Code
authorized third parties may contact you directly for these
___________ _____________ ________________________ purposes. Contact us at 866-866-4744 or [email protected] for
Country Code Area Code Day Phone
more information. CALIFORNIA RESIDENTS: please see our
___________ ______________________________________ Supplemental Privacy Notice for California Residents
Area Code Evening Phone (https://www.herbalife.com/privacy-policy#CaliforniaSupplement). A
___________ ______________________________________ paper copy is available upon request.
Area Code Fax
Your Signature: _____________________________________________________________ Date: ________________________________________
Distributors have Herbalife Nutrition’s permission to duplicate this document.

© 2019 Herbalife International of America, Inc. All rights reserved. Rev. 12/30/2019
REFUNDS AND REPURCHASE DEPARTMENT
950 WEST 190TH STREET
TORRANCE, CA 90502
REQUEST FOR REFUND FORM
(855) 757 - 4747
[email protected]
Herbalife Nutrition Independent Distributor

Within 30 days following the refund to your customer, this form must be completely filled out. This form must be signed and returned to the
Refunds and Repurchase Department, along with a copy of the Herbalife Nutrition Retail Receipt Form, Proof of Refund and product labels.
Note: All of the items listed above are required in order to process this request.
Please indicate the address for your refund.
Herbalife Nutrition ID Number  Same as Distributor’s address
Distributor’s Name
Distributor’s Name
Distributor’s Address Distributor’s Address
City State Zip Code City State Zip Code
Phone
I certify that on this date ___________/____________/____________ I refunded the customer (named below) for the sum of $ ______________, or
upon their request. I issued my customer full credit toward the purchase of other Herbalife® product(s). (Please refer to the Herbalife Nutrition
Satisfaction Guarantee in the Sales & Marketing Plan and Business Rules for detailed requirements.). I understand that my documented volume for the
current month will be impacted.
Distributor’s Signature: ______________________________ Date: ________/__________/__________
Herbalife Nutrition Customer

Please state the reasons you were dissatisfied with the product:
Name:
___________________________________________
Address:
___________________________________________
City: ___________________________________________
Phone: ___________________________________________
Email:
Select one of the following: □ Refund (check, paypal, direct deposit) □ Refund via Cash □ Other: _______________
Customer’s Signature: Date: / /

The personal information entered on this form, will be used by Herbalife Nutrition to process your request, to fulfill all legal and contractual requirements, and for other
business purposes as described our privacy policy, located at https://www.herbalife.com/privacy-policy. Herbalife Nutrition or its authorized third parties may contact you
directly for these purposes. Contact us at 866-866-4744 or [email protected] for more information. CALIFORNIA RESIDENTS: please see our Supplemental Privacy
Notice for California Residents (https://www.herbalife.com/privacy-policy#CaliforniaSupplement). A paper copy is available upon request.
For Herbalife Nutrition Use Only

Within 30 days following the Distributor’s refund to the customer, Refunds & Repurchase has:
 Received a Copy of the Herbalife Nutrition Receipt
 Received a Copy of Proof of Refund (bank statement, paypal transaction, cancelled check)
 Received Product labels
Copyright © Herbalife Nutrition. All rights reserved. 30-Day Money-Back Guarantee Rev. 03/2022
REPURCHASE OF INVENTORY
The opportunity to be an Herbalife Independent Distributor is entirely voluntary. If a Distributor resigns for any reason,
the Distributor is entitled to a full refund of the cost of the IBP (if resignation occurs within 12 months of becoming a
Distributor) and any unopened products and Herbalife® products literature and sales aids that are purchased within
the previous 12 months and returned to Herbalife. The amount of the refund includes the cost of the items, any
taxes, and shipping and any handling costs on the original delivery and return of the items to Herbalife. Herbalife
will also arrange for the pick-up of items to be returned to Herbalife.
Herbalife will deduct the amount of Royalty Overrides, Commissions, Production Bonuses and any other
earnings or benefits paid on the returned products from the respective earners and adjust qualifications as necessary.
The 12 month resignation period may be extended for Distributors living in Wyoming, Georgia, Massachusetts and
Puerto Rico.*
How to Initiate a Repurchase of Inventory

A Distributor may have the right to have Herbalife repurchase resalable inventory, under certain terms and
conditions.
To initiate a repurchase of inventory, the first step is to complete the required forms, then mail, email, or fax them
to Herbalife:
• Inventory Repurchase Request Form
• Product Return Form
• Literature and Sales Aids Return Form
Mailing Address:
Herbalife International of America, Inc.
Attention: Refunds & Repurchase Department
950 W. 190th St.
Torrance, CA 90502-1001
Email Address:
[email protected]
Fax Number:
310-258-7155
The forms must be accompanied by or preceded by a signed resignation letter, or instead of the resignation letter,
the completed and signed Inventory Repurchase Request Form will be accepted by Herbalife as your resignation
letter.
Return Product Authorization

• If you have met the requirements specified on the Inventory Repurchase Request Form and submitted your
forms to Herbalife via any of the methods previously described above, please contact Herbalife's
Repurchase Department at (855) 757-4747 to arrange the return of your inventory.
• Please be aware that all terms and conditions must be met, and to avoid handling delays, each side of your
package must reflect the letters “BB” followed by your Herbalife Identification Number in large print
(i.e., BB1000000000).
• Once Herbalife as processed the return, the payment due will be issued.
• Herbalife will have no responsibility for items shipped that are outside of guidelines provided.
For questions regarding the process, please contact Herbalife’s Repurchase Department at (855) 757-4747.
*Puerto Rico Residents: If a Distributor resigns for any reason within the first 90 days of becoming a
Distributor or resigns at any time due to Herbalife’s breach of an essential obligation under the
Application or Herbalife’s conduct that was detrimental to the Distributor’s business, the Distributor will be
entitled to reimbursement for 90% of all payments paid for services rendered by Herbalife.
© Herbalife Nutrition. All rights reserved. Rev.04/04/2023
HERBALIFE INTERNATIONAL OF AMERICA, INC
Refunds & Repurchase Department
950 W. 190th Street Torrance, CA 90502-1001
T: 855-757-4747 F: 310-258-7155
Email: [email protected]
Inventory Repurchase Request Form

(This form is required.)
This form must be signed, dated, and returned to Herbalife to initiate your request.
• I hereby permanently resign as an Herbalife Independent Distributor.
• I understand that only unopened products and Herbalife produced literature and sales aids that are
purchased within the previous 12 months** are eligible for repurchase by Herbalife.
• I understand my refund will be issued for the cost I paid for the items, plus any taxes and any shipping
and handling costs on the original delivery and return of the items to Herbalife. Herbalife will also
arrange for the pickup of items to be returned to Herbalife.
• I understand that I will be refunded via the same method of payment that was used when I bought the
items. (However, if paid by money order, the refund will be via check.)
• I understand that Herbalife has no responsibility for items returned that that are not eligible for return.
• I have included proof of purchase for any merchandise (copies of credit card statements, money orders
or cancelled checks), which I did not purchase directly from Herbalife.
• I understand that if I permanently resign within 12 months after the date Herbalife accepted my
Herbalife Distributorship Application and Agreement, I am entitled to a full refund of the cost of my
International Business Pack whether or not in resalable condition.
By my signature, I acknowledge and agree to the above.
_____________________________________________
__________________________________
(Name - Please Print)
(Herbalife Identification Number)
_____________________________________________
(Signature) (Date)
__________________________________
Please contact Herbalife’s Refunds and Repurchase Department at 855-757-4747 to arrange the pick-up
of your inventory.
**The 12-month resignation period may be extended for Distributors living in Wyoming, Georgia, Massachusetts, and
Puerto Rico.
The personal information entered on this form, will be used by Herbalife to process your request, to fulfill all legal
and contractual requirements, and for other business purposes as described our privacy policy, located at
https://www.herbalife.com/privacy-policy . Herbalife or its authorized third parties may contact you directly for these
purposes. Contact us at 866-866-4744 or [email protected] for more information. CALIFORNIA
RESIDENTS: please see our Supplemental Privacy Notice for California Residents ( https://www.herbalife.com/privacy-
policy#CaliforniaSupplement ). A paper copy is available upon request.

T: 855-757-4747 F: 310-258-7155
Products Return Form

In addition to the Inventory Repurchase Request Form, complete this form if your return includes
Herbalife® product inventory.
Name:________________________________________________________________
Herbalife Identification Number: __________________________________
Stock Product Description No. of Cases or No. of Herbalife Use Only

No. Units
Puerto Rico.
policy#CaliforniaSupplement ).A paper copy is available upon request.

T: 855-757-4747 F: 310-258-7155
Literature and Sales Aids Return Form

In addition to the Inventory Repurchase Request Form, complete this form if your return includes
Herbalife literature and sales aids.
Name:________________________________________________________________
Herbalife Identification Number: __________________________________
Stock Literature/Sales Aids No. of Sets or No. of Herbalife Use Only

No. Units
Puerto Rico.
policy#CaliforniaSupplement ).A paper copy is available upon request.

Nutrition Club Operator’s Notice
This Nutrition Club is operated by Herbalife Independent
Distributor (“Operator”)______________. Operator’s mailing
address is_________________, and Operator’s business phone
number is_____________. Operator, not Herbalife, is
responsible for all of the activities related to this Nutrition Club.
Nutrition Clubs are accessible by invitation only and are not open to
the public. Nutrition Clubs bring people together with a focus on
good nutrition and living an active healthy lifestyle.
Many Club customers have lost weight using the Herbalife

products. However, lowering caloric intake, eating a balanced
diet consisting of healthy foods, and engaging in regular physical
activity is key to any weight-loss program and a healthy
lifestyle. Everyone’s experience as an Herbalife customer is
unique, but people who use Herbalife Formula 1 twice a day as
part of a healthy lifestyle can generally expect to lose around half
a pound to 1 pound per week.
In addition, Herbalife® products distributed in Nutrition Clubs are not

intended to prevent, treat or cure diseases or medical
conditions.
From time to time, you might hear your Nutrition Club Operator
or other Distributors talk about their success as Herbalife
Independent Distributors. Income depicted is unique to the
individual and is not typical. Achievements require skill and
consistent work. For typical earnings, see Statement of Average
Gross Compensation at Herbalife.com.
Hygiene and Sanitary Practices Notice
Although Nutrition Clubs are not retail establishments, cafes,

restaurants or takeout establishments, Herbalife requires a Nutrition
Club Operator to practice good hygiene and keep the Club clean
and sanitary. Club Operators are responsible for understanding all
applicable food safety requirements under local law.
Listed below are the core principles of good hygiene and sanitation that
are always required.
• Keep your Club, particularly your entire kitchen area, clean at all times.
• Thoroughly clean and sanitize kitchen equipment before and after
each use, including blenders and cutting boards.
• Frequently wash hands and forearms with soap and warm water.
• Use purified or bottled water when preparing beverages served at the
Club.
• Inspect ingredients such as fruits and vegetables for freshness and
quality upon delivery and again before use. Wash fruits and vegetables
prior to use.
• Store fruits, vegetables, milk, and other perishables in refrigerators or
freezers, in separate containers.
• Buy ice in small bags for immediate use; if you use an ice maker,
regularly empty accumulated ice and clean the equipment.
• Use disposable cups to serve beverages.
• Distribute disposable stirrers, spoons, and other utensils.
• Immediately clean up spills and empty trash bins frequently.
• Keep cleaning equipment and solutions/substances away from food
preparation and utensil cleaning areas.
Health codes and food safety law require more than these simple steps.
Some require special fixtures and equipment. Some specify the
methods and temperatures for cleaning equipment. Some require
completion of a food handling course before you can prepare food for
consumers. Please check with your local health and safety department
to learn about any additional requirements.
RULES OF THE ROAD
U.S. AND PUERTO RICO
TABLE OF CONTENTS
1. Getting Started
 Required New Distributor Training
 No Forced Purchases or Debt
 Distributors Are Self-Employed
2. Selling Products
 Prohibited Locations
 Receipt Submission
 Required Refund for Customers
 High-Pressure Sales
 Product Sales to Non-Distributors for Resale
 Modifications to Products, Labels and Materials
3. Advertising
 Claims
 Online Sales
 Price and Preferred Member Advertising
 Herbalife’s Intellectual Property
 Broadcasting Prohibited
4. Sales and Marketing

 One Distributorship Permitted per Person
 Proper Purchasing
 Sales & Marketing Plan Manipulation
 Responsibility for Conduct of Others Assisting with Distributorship
 Period of Inactivity
5. Sponsoring and Leadership
 TAB Team Acknowledgment
 Training
 Non-Interference
 Association with Herbalife
 Solicitation of Other Opportunities
 Leads
 Sales of Business Tools Not for Profit
6. Nutrition Clubs and Offices
 Leased or Purchased Business Locations
 Multiple Clubs
 Distributors May Not Charge for Nutrition Club Advice
 Responsible Club Operator
 Sharing Club Premises
 Product Preparation
 Delivery
 The Sale of Clubs for Profit Prohibited
 Commercial Club Signage and Name
 Commercial Club Exterior
 Indoor Satellite Club
 Outdoor Satellite Club
 Advertising an Outdoor Satellite Club
7. International Business
 Activities in Countries or Territories Not Yet Open
 No Exporting of Products
 Activities in China
 Prohibited Countries/Regions and Persons
8. General Conduct
 Compliance with Applicable Laws and Rules
 Truthful Submissions and Communications with Herbalife
 Maintaining Reputation and Image of Herbalife
 Conduct Regarding Harassment, Discrimination and Inappropriate Conduct
 No Anti-Competitive Behavior
 Game Promotions
Administrative
• Distributorship Eligibility
 Distributorship Minimum Age
 Special Rules for Applicants Age 14–17 (Puerto Rico Residents: Age 14-20)
 Recognition of Spouse and Life Partner
• Transferring Your Distributorship

 Assignment, Sale or Transfer of Distributorship
 May Only Be Sold, Assigned or Transferred to a Non-Herbalife Distributor
 Status and Benefits
 Responsibility After Transfer
• Separation, Divorce and Dissolution of Life Partner Relationship

 Establishing a New Distributorship
 Request to Modify the Original Distributorship
 Joining Under a Different Sponsor/Participating in Another Distributorship
 Divorce and Dissolution of a Life Partner Relationship and the Herbalife Sales & Marketing Plan
• Inheritance
• Resignation
• Sales to Consumers
• Payments and Adjustments
• Maintaining Lines of Sponsorship

 Sponsorship Correction
 Applying for Change of Sponsorship
• Enforcement Procedures
 Complaint Procedure
 Inquiry
 Sanctions
 Requests for Reconsideration (Unrelated to Terminations)
 Termination of a Distributorship
 Appealing a Termination
• Additional Legal Provisions
 Damages
 Waiver and Delay
 Severability
 Choice of Law
 Indemnification
 Claims Between Distributors
• Arbitration Agreement
 Overview
 Jury and Class Action Waiver
 Scope
 Applicable Rules
 Commencing Arbitration
 Arbitration Fees
 Arbitration Procedure
 Arbitration Award
 Amendments
• Privacy and Data Protection
• Definitions
1. GETTING STARTED
Required New Distributor Training

To sell, recruit or earn, all Distributors must complete the required New Distributor Training.
No Forced Purchases or Debt

Encouraging debt or requiring any purchase other than the IBP is prohibited.
Distributors Are Self-Employed

Distributors are independent contractors who work for themselves, they are not employees, franchisees or
agents of Herbalife or other Distributors and may not state or imply otherwise. A Sponsor may not treat
other Distributors or their downline like employees simply by virtue of being in their downline.
If a Sponsor has an employment relationship with any other Distributor, such Sponsor is bound to comply
with all employment laws.
2. SELLING PRODUCTS
Prohibited Locations
Distributors may not sell Herbalife® products in markets (open or enclosed), pharmacies, kiosks, booths
(temporary or permanent), swap meets, flea markets, food trucks, shipping containers, restaurants, food
service establishments or any similar location.
Service establishments are accepted provided they are in an enclosed room.
Receipt Submission
At the time of each sale, Distributors must submit a separate, complete, and accurate receipt using
Herbalife receipting tools. Distributors may not combine product sales or consumptions (such as product
sales/consumptions that occurred at different times or to multiple customers) into a single receipt. A receipt
is complete and accurate if it contains the following information:
• the exact product and quantities sold

• the specific method of payment
• the date of sale
• the price paid by the customer
• the customer’s first and last name
• the customer’s contact information, including at least two of the following: telephone number, email,
or address
Required Refund for Customers

Distributors are required to offer their customers a 30-day, money-back guarantee.
The customer must be offered the choice of whether they are provided a full refund, inclusive of any shipping
and handling charges, or product credit in exchange for other Herbalife® products.
Distributors should refer Preferred Members to the Company for refunds.
High-Pressure Sales
Distributors may not engage in high-pressure selling to their customers, Preferred Members and
Distributors.
Product Sales to Non-Distributors for Resale

Distributors may only sell products to customers and Preferred Members. Distributors may not otherwise
provide Herbalife® products for resale to non-Distributors.
Modifications to Products, Labels and Materials

Distributors may not modify or tamper with the labels, literature, materials, or packaging of Herbalife®
products. Distributors may not repackage Herbalife® products or sell individual products that are not labeled
for resale.
3. ADVERTISING
Claims
A claim or representation is any statement, story, image or video about Herbalife® products, the Herbalife
business opportunity, or their benefits. Distributors may make claims, provided they:
• are truthful, non-misleading and supported by written documentation

• comply with all applicable Rules and law
• are in accordance with the product label
• make no therapeutic, disease or medical claims
• do not imply guaranteed earnings or employment opportunity; and
• do not imply or depict exorbitant earnings or a lavish lifestyle
Herbalife reserves the right to require removal of any claim that violates these Rules, applicable law, or
tarnishes Herbalife's brand or image.
Online Sales
Distributors may only sell products online using platforms created by Herbalife.
Price and Preferred Member Advertising

Distributors may not provide any indication of price to the general public, unless as permitted by Herbalife
on its platforms.
Herbalife’s Intellectual Property

Herbalife makes copyright materials available for use by Distributors and grants a limited revocable license
to use Herbalife’s trademarks so long as:
• they are used solely to promote the sale and use of Herbalife® products or the business opportunity
• the assets are downloaded from authorized Company platforms
• the text, images and trademarks are not modified, cropped, or altered in any way
• Distributors state that the materials are the property of Herbalife
• Distributors never use the name or likeness of Mark Hughes in any advertisement
• Distributors do not use them in the domain name of any website, in any registry, or on any external
sign
• Distributors may not use the term Herbalife or any of its trademarks in any paid search
advertisements
• Distributors cease using any copyright or trademarked material upon request by Herbalife; and
• Distributors remain in good standing
To the extent Herbalife discloses any trade secret to a Distributor, the Distributor will hold the trade secret
in confidence and will not disclose them, even after termination or resignation.
Distributors may not, however, use in conjunction with their Herbalife business any audio or video,
trademarks, company name, product names or graphics belonging to other persons or entities, without first
having obtained approval from the owner for that use.
Broadcasting Prohibited
Distributors may not broadcast or advertise on television, radio or any similar medium.
4. SALES AND MARKETING
One Distributorship Permitted per Person

Individuals may only work in one Herbalife Distributorship, except as permitted in our Inheritance Policy. A
Distributor may not also be a Preferred Member. Married Couples and Life Partners must work under the
same Distributorship unless they were both at Supervisor level at the time of Marriage or Life Partnership.
Proper Purchasing
Distributors may not place or pay for orders in another Distributor’s name unless Herbalife has written
permission from that person.
Distributors may only purchase products directly from the company.
Sales & Marketing Plan Manipulation

Distributors may not attempt to manipulate the Sales & Marketing Plan.
Responsibility for Conduct of Others Assisting with Distributorship

Distributors are responsible for the actions of anyone who helps them with their business, including their
spouse, Life Partner or services provided to Distributors by vendors.
Period of Inactivity
Any Distributor intending to sign a new Distributorship Application and Agreement under a different Sponsor
must wait one year (Supervisor and below) or two years (World Team and above) during which they may
not conduct any Distributor activities.
Former Preferred Members must complete a 180-day waiting period.
This requirement also applies to any former participant (meaning a former Distributor, spouse, Life Partner
or an individual who assisted in the Distributorship).
Any attempt to bypass the Period of Inactivity through assistance or any other way is prohibited.
5. SPONSORING AND LEADERSHIP
TAB Team Acknowledgment

When a Distributor reaches the TAB Team, they must sign a TAB Team Acknowledgment form before they
can get paid a Production Bonus.
Training
Sponsors are responsible for providing training to their downline Distributors, but may not profit from it.
Non-Interference
Distributors may not interfere with the business of any other Distributor.
Association with Herbalife

Distributors may not suggest that Herbalife is associated with religious, political or social beliefs, any
organizations, or any other businesses.
Solicitation of Other Opportunities

Distributors may not promote other business opportunities to Distributors or Preferred Members.
Distributors also may not sell products from other MLMs or direct-selling companies to Distributors or
Preferred Members.
Leads
Distributors may not buy or sell leads, but they can generate leads for themselves or give them for free to
others.
Sale of Business Tools Not for Profit

Distributors may not profit from selling Business Tools to other Distributors and Herbalife reserves the right
to prohibit the sale or use of a Business Tool that violates its Rules, the law or damages Herbalife’s
reputation or image.
6. NUTRITION CLUBS AND OFFICES
Leased or Purchased Business Locations

Distributors may not enter into any lease, sublease or purchase of any physical location to operate their
Herbalife business, unless they have:
• been a Distributor for at least twelve (12) consecutive months

• successfully completed specific training
• prepared a business plan, which they agree to make available to Herbalife upon request; and
• register their location with Herbalife
Distributors who wish to operate their business out of a commercial location that does not require entering
into a lease, sublease or purchasing a physical location, must do the following:
• successfully complete specific training

• prepare a business plan, which they agree to make available to Herbalife upon request,
• submit a declaration, which may require the notarized signature of the landlord/owner; and
• register their location with Herbalife
Multiple Clubs
Distributors may operate no more than three locations or enter into more than three leases for the purpose
of operating Clubs.
Distributors May Not Charge for Nutrition Club Advice

Distributors may not charge other Distributors for help or advice with opening or running a Club, except as
set out in the Training Rule.
Responsible Club Operator

One Distributor must be designated as the primary Club Operator, who is responsible for and oversees all
Club operations.
The primary Club Operator must designate another Distributor to be responsible when they are not present.
Sharing Club Premises

A Club Operator may only charge other Distributors for the cost of using their Club, not for a profit. All
Distributors subleasing space within the Club must complete the Commercial Club requirements.
Product Preparation
Distributors must prepare products served in Nutrition Clubs in accordance with acceptable preparation
practices and make the product label and allergen information available to customers upon request.
No product claims may be made if mixtures are not prepared according to the product label.
Only Herbalife® products and add-ons such as fruits, vegetables and flavors are permitted to be
served, sold, or promoted in the Club. Individual tablets may not be sold or served, and selling
repackaged and dry product is also prohibited.
Delivery
Distributors may not:
• use third-party delivery services, such as Uber Eats, Grubhub and similar; or
• service customers by drive thru or walk-up window.
The Sale of Clubs for Profit Prohibited

Transfer of Lease: The sale of Clubs for profit is prohibited. However, transfer of the lease and recouping
the incurred costs of assets as well as the build-out is permitted. Upon request, the Distributor must provide
records demonstrating the costs.
Before entering into the lease, the Distributor must first satisfy the Commercial Club Operator requirements.
Commercial Club Signage and Name

As part of the registration process, Distributors are required to submit details regarding proposed exterior
signage for Herbalife review before entering into a lease, sublease or purchase of a physical location to
operate the Club.
If a Distributor uses an exterior sign they may not:
• use the same name or similar sign within a 25-mile radius

• imply that Herbalife® products are available for purchase
• use signage as an identifier to a specific group (geographical location, Distributor Organization,
Nutrition Clubs, etc.) in such a way that it may be construed as a Franchise or part of a chain of
Nutrition Clubs; or
• use Herbalife Intellectual Property, product names or brands
This would include anything visible from the exterior that might suggest that the location is a franchise.
Commercial Club Exterior

The following are not allowed on the Club’s exterior:
• displaying Herbalife branding (names, logos, etc.)

• implying that Herbalife® products are available for purchase; and
• featuring “before and after” photographs
Indoor Satellite Club
Club Operators may host activities for the employees of a business establishment provided those activities
and consumptions are:
• in an enclosed room (e.g., break room)

• not combined with the business activity operating at the location
Outdoor Satellite Club

While Club Operators may host activities and sell consumptions at an outdoor location (e.g., beach, park),
the following are prohibited:
• promoting or advertising products for sale

• exterior signage
Advertising an Outdoor Satellite Club

Advertising to the general public is allowed provided the invitation information is limited to the following:
• name of the Club Operator

• services
• phone number and/or email address
7. INTERNATIONAL BUSINESS
Activities in Countries or Territories Not Yet Open

Distributors may not engage in any Herbalife business activity in any country not yet officially opened.
No Exporting of Products
Distributors may not ship, sell, export or distribute products from one country to another. Subject to
applicable law, Distributors may carry up to 1,500 Volume Points of products per month with them for use
while traveling for Personal Consumption.
Activities in China
Only Chinese Nationals may do business in China. Distributors may not ship or bring Herbalife® product
into China even for Personal Consumption.
Prohibited Countries/Regions and Persons

Distributors may not be a resident of, or conduct Herbalife business activities within, a Prohibited
Country/Region.
A Distributor may not directly or indirectly conduct any Herbalife business activities with an individual or
entity who the Distributor has reason to believe is:
(i) a resident of, or operating businesses in, a Prohibited Country/Region.

(ii) engaged in sales to individuals residing in a Prohibited Country/Region.
(iii) owned or controlled by an entity located in, or an individual ordinarily residing in, a Prohibited
Country/Region.
(iv) included on the list of Specially Designed Nationals maintained by the U.S. Treasury
Department’s Office of Foreign Assets Control or any person, entity or organization owned or
controlled by someone listed.
8. GENERAL CONDUCT
Compliance with Applicable Laws and Rules

Distributors must follow all laws (including Rules, Regulations, and ordinances) and Herbalife Rules in every
country they work in and cannot encourage others to break them.
If there is a conflict between Herbalife Rules and the law, the law prevails.
Distributors must also follow the terms of service for any third-party service utilized in conducting their
Herbalife business.
Truthful Submissions and Communications with Herbalife

All information given to Herbalife must be true, complete and on time, including the Application, receipts,
contact information and orders.
Maintaining Reputation and Image of Herbalife

Distributors may not harm the reputation, image, products, intellectual property or goodwill of Herbalife.
Conduct Regarding Harassment, Discrimination and Inappropriate Conduct

Herbalife prohibits harassment, unlawful discrimination and inappropriate conduct.
No Anti-Competitive Behavior
Distributors are independent business owners and must not form agreements with other Distributors
regarding:
• the price at which they sell Herbalife® products

• territories in which they sell
• methods of distribution; or
• allocation of customers, Preferred Members or Distributors
Game Promotions
Distributors may not set up lotteries or raffles in connection with their Herbalife business. Other game
promotions, like drawings may be permitted.
ADMINISTRATIVE
Distributorship Eligibility
Distributorship Minimum Age

A person must be at least 18 years old to apply for Distributorship or participate in another Distributor’s
Herbalife business.*
Puerto Rico Residents: An Applicant must be at least 21 years of age to become an Herbalife Distributor
and to conduct business in Puerto Rico.
*Minimum age requirements vary from country to country. For age requirements in other countries, contact
Herbalife.
Special Rules for Applicants Age 14–17 (Puerto Rico Residents: Age 14–20)
A minor who is at least 14 years of age who lives and proposes to conduct business in the United States
and Puerto Rico may submit an Agreement, accompanied by a Deed of Guarantee for Minors form. The
Deed of Guarantee signed by the minor’s parent or legal guardian is an agreement that (1) the minor’s
parent or legal guardian accepts responsibility for the actions of the minor and (2) will not participate in the
operation of the minor’s Distributorship if the minor’s parent or legal guardian currently operates or
participates in the operation of an Herbalife Independent Distributorship.
Recognition of Spouse and Life Partner

Distributors may add their spouse or Life Partner to their Distributorship record to support them in the
business and for recognition* purposes.
The Distributor will remain the Distributor of record. However, in the event the Distributor separates from
their spouse or Life Partner, the Distributor’s ownership or entitlement of the Distributorship may be
impacted.†
*As an example recognition allows Herbalife event attendance and recognition for new business and Sales
& Marketing Plan achievements.
†In the event of a separation/divorce or dissolution of Life Partner Relationship where a legal and/or financial
aspect of the Distributorship becomes disputed, whether or not the spouse or Life Partner is added to the
account may impact the local court’s decision.
Transferring Your Distributorship
Assignment, Sale or Transfer of Distributorship

The assignment, sale or transfer of any right or interest in a Distributorship is not permitted without prior
written consent by Herbalife in its sole and absolute discretion.
Distributors may not transfer a Distributorship in order to circumvent the Rules or the law. If Herbalife
becomes aware that the former Distributor (Transferor) and/or the Transferor’s spouse or Life Partner has
engaged in conduct or activity that would violate the Rules after granting the transfer request, Herbalife
may apply sanctions to the transferred Distributorship.
May Only Be Sold, Assigned or Transferred to a Non-Herbalife Distributor

A Distributorship can only be sold, assigned or transferred to an individual who is not a Distributor, except
as allowed by the Inheritance Rule. Herbalife will not consider a transfer request if the proposed Distributor
(Transferee) has not satisfied the Period of Inactivity requirements (See Period of Inactivity Rule).
Status and Benefits

The achievements of a Distributor are personal, and if a sale, assignment or transfer is approved, the status
and benefits achieved by the Distributor may not be transferred with the Distributorship. The Transferee
may be required to achieve all qualifications for status and earning requirements after the assignment or
transfer is made. This includes Supervisor status, TAB Team status, vacation qualifications or any other
rights of the individual Distributor.
Responsibility After Transfer

After transfer of the Distributorship:
• the Transferee shall be responsible to Herbalife for any and all violations of the Rules committed
by or on behalf of the Transferor in connection with the Distributorship
• for a period of six months following the effective date of the transfer, acts by the Transferor and/or
the Transferor’s spouse or Life Partner, which would violate the Rules if the Transferor were still a
Distributor, shall be treated as though the violations were the Transferee’s violation
Separation, Divorce and Dissolution of Life Partner Relationship
Establishing a New Distributorship

If a Distributor’s spouse or Life Partner wishes to continue in the Herbalife business during divorce
proceedings or immediately after a divorce or dissolution of a Life Partner relationship, the Distributor and
spouse/Life Partner each must start a new separate Distributorship under the original Distributor’s Sponsor.
Herbalife will deactivate the buying privileges of the original Distributorship and credit each new separate
Distributorship with the business activity of the original Distributorship through an “Association.” (See
Divorce and Dissolution of a Life Partner Relationship and the Herbalife Sales & Marketing Plan Rule.)
Each Distributor must use the new ID number in his or her business.
Jane Smith Jane Smith/Bob Smith Bob Smith

(Individual Distributorship) (Original Distributorship) (Individual Distributorship)
B A C
The original Distributorship and its downline cannot be divided between the Distributor and the former
spouse/Life Partner. For example, they may not “divide” the Distributorship by giving each person a 50%
ownership.
Herbalife must receive the following documents to establish new Distributorships:
From a Divorcing Couple

• newly completed and signed Agreements for the Distributor and spouse, sponsored by the Sponsor
of the original Distributorship
• a signed and notarized Divorce and Separation Form
• a copy of the Petition for Dissolution of Marriage, Settlement Agreement, or final divorce judgment
• newly completed and signed TAB Team Production Bonus Acknowledgment Forms for the
Distributor and spouse, reflecting the ID number of the new separate Distributorship (TAB Team
level Distributorships only)
From Partners in Dissolution of Life Partner Relationship

• newly completed and signed Agreements for the Distributor and Life Partner, sponsored by the
Sponsor of the original Distributorship
• a signed and notarized Dissolution of Life Partner Relationship Form from both parties. (If both
parties do not provide the signed and notarized Form, a court order indicating that the relationship
has ended will be required)
• newly completed and signed TAB Team Production Bonus Acknowledgment Forms for the
Distributor and Life Partner, reflecting the ID number of the new separate Distributorship (TAB
Team level Distributorships only)
If a Distributor remarries or designates a new Life Partner, that person’s new spouse or Life Partner may
be added to the Distributor’s new, separate Distributorship to support the Distributor in the business and
for recognition purposes.
Jane Smith Jane Smith/Bob Smith Bob Smith

B A Barbara Smith
(New Spouse)
C
More Than One Dissolution or Divorce:
Herbalife will only associate one set of divorced or dissolved Distributorships. In the case of more than one
Divorce or Dissolution of Life Partner Relationship, the divorced Spouse or the dissolved Life Partner may
establish a separate Distributorship, but the Distributorship will have no association.
For example, if Bob and Barbara divorce, Barbara may start a new Distributorship (“D”) under the original
Distributorship Sponsor, but it will not be associated to Bob’s Distributorship (“C”).
Jane Smith Jane Smith/Bob Smith Bob Smith Barbara Smith

(Individual Distributorship) (Original Distributorship) (Individual Distributorship) (Individual Distributorship)
(First Divorce/Dissolution A (First Divorce/Dissolution) (Second
B C Divorce/Dissolution)
D
The Sales & Marketing Plan level of Barbara’s Distributorship (“D”) will be established based upon the
business activity achieved under Distributorship (“C”). For example, the business activity of Distributorship
(“C”) is earning at Global Expansion (GET) Team, so Barbara’s new Distributorship (“D”) will be established
at GET level.
Jane Smith Jane Smith/Bob Smith Bob Smith Barbara Smith

(Individual Distributorship) (Original Distributorship) (Individual Distributorship) (Individual Distributorship)
(First Divorce/Dissolution Pres Team (First Divorce/Dissolution) (Second
Pres Team A Pres Team Divorce/Dissolution)
B C (GET)
(Earning at GET) D
Requests to Modify the Original Distributorship

Herbalife will accept requests to make changes to the original Distributorship. All requests must be signed
by both parties unless Herbalife receives a certified copy of the court’s final judgment.
Removing a Spouse or Life Partner’s Name: Herbalife must receive a completed Request to Remove
Spouse Form, or a Request to Remove Life Partner Form to remove the name of a spouse or Life Partner
from the Distributorship record.
Payments: Herbalife must receive a completed Request to Pay Form to make payment changes.
Subsequent requests must be signed and notarized by both parties. The income statements for the original
Distributorship will be available at MyHerbalife.com when logged in under the original Distributorship’s
Herbalife ID Number.
Transfers: Herbalife must receive a completed Divorce and Separation Form, or Dissolution of Life Partner
Relationship Form, to transfer a Distributorship to someone who is not the Distributor, a former spouse or
former Life Partner.
If the Distributorship to be transferred is associated with another Distributorship, the transferred

Distributorship will remain associated.
If after a Distributor transfers their Distributorship and decides to establish a new Distributorship:
• the new Distributorship must operate independently from their original Distributorship
• advancement within the Sales & Marketing Plan, Royalty Overrides, Production Bonuses and other
payments will be based solely on the achievements of the new Distributorship
For Herbalife to accept the new Agreement:

• the Distributor must submit their request within one year of the transfer if Supervisor and below, or
within two years of the transfer if World Team and above
• the Sponsor of the original Distributorship must sponsor the new Distributorship
The new Distributorship’s status will be equal to the status of the original at the time of the transfer.
Joining Under a Different Sponsor/Participating in Another Distributorship
To join under a different Sponsor, the Distributor or spouse or Life Partner must provide Herbalife with the
following required documents:*
From a Divorcing Couple

• a newly completed and signed Agreement
• signed and notarized Divorce and Separation Form
• copy of the Petition for Dissolution, Settlement Agreement, or final divorce judgment, or
documentation from a court which declares an interim determination that the marital community
has ended
From Partners in Dissolution of Life Partner Relationship

• a newly completed and signed Agreement
• signed and notarized Dissolution of Life Partner Relationship Form from both parties. (If both parties
do not provide the signed and notarized Dissolution of Life Partner Relationship Form, a court order
indicating that the relationship has ended will be required.)
In addition, the Distributor or spouse or Life Partner must comply with the Period of Inactivity. The Period
of Inactivity will be determined as stated in the Period of Inactivity Rule or by the issuance date of the court
document received, whichever is later.
Note: Establishing a new Distributorship under a different Sponsor requires the purchase of an IBP, and
benefits will begin at a 25% discount with no association to the original Distributorship.
*Forms and Agreements are available through Herbalife.
Divorce and Dissolution of a Life Partner Relationship and the Herbalife Sales & Marketing Plan
Production Bonus eligibility for the original Distributorship will be determined based on the achievement of
the highest individual Distributorship.
Documented Volume: Each individual Distributorship will receive Documented Volume credit from the
original Distributorship to combine with its own Documented Volume (“Association”). This will determine
each individual Distributorship’s eligibility to earn Royalty Overrides, qualifications, requalifications and/or
Production Bonuses.
For the purpose of Royalty Override percentage eligibility, the original Distributorship will include its own
Documented Volume and the Documented Volume of each individual Distributorship. Production Bonus
percentage eligibility for the original Distributorship will be based on the highest of the two individual
Distributorships.
Example:
Documented Volume (DV)
Volume for B and C will be as follows:
B + A and C + A
B A C
JANE SMITH JANE SMITH BOB SMITH

2,000 DV 500 DV 1,500 DV

(2,000 DV + 500 DV = (2,000 DV + 500 DV + (1,500 DV + 500 DV =
2,500 DV) 1,500 DV 2,000 DV)
= 4,000 DV)


5% R.O. 5% R.O. 4% R.O.
Royalty Points
The Royalty Override Points for Production Bonus purposes are combined as follows:
B + A and C + A
B A C
PRESIDENT’S TEAM PRESIDENT’S TEAM PRESIDENT’S TEAM

JANE SMITH JANE SMITH BOB SMITH
9,000 R.O. Points 1,000 R.O. Points 8,000 R.O. Points

(9,000 R.O. + 1,000 R.O. = (8,000 R.O. + 1,000 R.O. =
10,000 R.O.) 9,000 R.O.)


6% PB 6% PB 4% PB
Requirements: Each individual Distributorship must comply with all requirements to earn Royalty Overrides.
Each Distributorship must also achieve the necessary Documented Volume to meet the Matching Volume
requirements for their own downline who are qualifying for Supervisor status. The buying privileges of the
original Distributorship will be temporarily granted to accommodate any Matching Volume requirements for
its downline qualifiers.
Recognition: Each Distributorship will be recognized for its own accomplishments under the Sales &
Marketing Plan. The original Distributorship will not receive recognition. If an individual Distributorship,
combined with the original Distributorship, reaches the level of President’s Team, only one diamond will be
awarded to the upline President’s Team member, which remains consistent with the diamond allocation for
Distributorships that are not part of a divorce or dissolution of a Life Partner relationship. If the individual
Distributorship qualifies for a diamond, only that Distributorship will advance within the diamond status(es).
Events: Rules related to event attendance are specific to each event and may vary. Please refer to event
materials for information about accommodations, tickets, transportation and other event details.
Inheritance*
The Distributorship of a deceased Distributor may be transferred to an heir, subject to applicable laws,
Rules, and Herbalife approval which shall not be unreasonably withheld.†
A Distributor may own and operate a maximum of three Distributorships – the Distributor’s own, plus up to
two others acquired by inheritance. An inherited Distributorship may be transferred to the individual heir
directly, or in the case of a Distributorship that is TAB Team level, to a Corporation owned by the heir.‡
The Period of Inactivity (as specified in the Period of Inactivity Rule) for an inherited Distributorship shall be
waived if the lineage relationship between the heir’s existing Distributorship and the inherited
Distributorship(s) are vertical (in the same line).
The heir must provide all documentation requested by Herbalife in its sole and absolute discretion.
Requests to cancel a deceased’s Distributorship must be made directly to Herbalife.
*For estate planning and inheritance, the Business Continuation Program is available to assist with the
continuity of your Distributorship. Please contact Herbalife for more information or view the Herbalife
Distributorship – Planning Ahead document available on MyHerbalife.com.
†The Deceased Transfer Declaration Form is available from Herbalife.
‡Inherited Distributorships are considered to be separate entities, each subject to fulfilling the business
activities, volume and compensation terms as set forth in the Sales & Marketing Plan, with the exception of
lifetime volume achievements, which permit the combination of the heir’s own Total Documented Volume
with the inherited Distributorship’s Total Documented Volume. The heir is responsible for payment of fees
and debts of each Distributorship.
Resignation
Distributors may resign by submitting a resignation request through the Online Self-Service Center on
MyHerbalife.com, or by submitting and email request to [email protected] from the email
address on record, or by submitting a signed letter to Herbalife. The resignation becomes effective when
received and accepted by Herbalife.
Sales to Consumers
Herbalife is a direct-selling company, whose independent contractors (Distributors) sell Herbalife® products
directly to customers and provide them with product guidance and social support.
Payments and Adjustments

To qualify for monthly Royalty Overrides, Production Bonuses or other bonuses offered by Herbalife,
Distributors must meet Documented Volume and Royalty Point requirements that are fully defined in the
Sales & Marketing Plan and in other literature and promotional material.
Maintaining Lines of Sponsorship
Sponsorship Correction
A Distributor who wishes to request a sponsorship correction must complete and submit a: “Change of
Sponsorship Request” Form,* “Change of Sponsorship Consent” Form from the current Sponsor, and a
letter of acceptance from the proposed Sponsor. All documents must be notarized. Requests for
sponsorship corrections will only be considered if all the following circumstances are met:
• sponsorship details provided on the Agreement were in error

• the request is made within 90 days of Herbalife accepting the current Agreement
• the current and proposed Sponsor are in the same Line
• the current Distributorship has not reached the level of Supervisor
• the Distributor making the request has not yet sponsored any other Distributors
*The required Change of Sponsorship Request and Change of Sponsorship Consent Forms may be
obtained from Herbalife. These forms and all other specified documentation must be submitted to Herbalife
in order for Herbalife to consider the request.
Applying for Change of Sponsorship

In order to protect the integrity of lineage, which is a fundamental principle of multilevel marketing, a change
of sponsorship is discouraged and will only be approved by Herbalife in the most exceptional
circumstances.
A Distributor may only apply for a change of Sponsorship within their upline President’s Team organization.
A Distributor who wishes to request a sponsorship change should first consult with their upline to discuss
and review the circumstances. Should the Distributor then wish to continue, they must complete and submit
a notarized “Change of Sponsorship Request” Form,* along with a notarized “Change of Sponsorship
Consent” Form from the current Sponsor and all Royalty Override and Production Bonus earners in the
upline. In addition, Herbalife must receive a notarized “Change of Sponsorship Acceptance” Form from the
proposed Sponsor.
If both the current and proposed Sponsors share the same upline Sponsor, and each are at equal status
and earning levels under the Sales & Marketing Plan, the Distributor requesting the change only needs to
obtain a notarized Change of Sponsorship Consent Form from the current Sponsor and a notarized
“Change of Sponsorship Acceptance” Form from the proposed Sponsor.
If Herbalife approves the change, the requesting Distributor will not be allowed to keep downline Distributors
and Preferred Members.
If the request for a change of sponsorship is denied, the Distributor may resign their Distributorship and
comply with the Period of Inactivity before reapplying for Herbalife Independent Distributorship or under a
different Sponsor. (See Period of Inactivity Rule).
*The required Change of Sponsorship Request and Change of Sponsorship Consent Forms may be
obtained from Herbalife. These forms and all other specified documentation must be submitted to Herbalife
in order for Herbalife to consider the request.
ENFORCEMENT PROCEDURES
The Rules protect the Herbalife business opportunity and brand. Violations can adversely influence the
opinions of regulators, the media and the public about Herbalife, its products, and its Distributors. While
many Rule violations may be resolved by educating the Distributor about the Rules and proper business
practices, there are instances where violations of the Rules merit more severe penalties.
Distributors are strongly encouraged to promptly report alleged violations of the Rules to Herbalife in order
to protect the goodwill and reputation of Herbalife and its Distributors. Herbalife generally will only act on
complaints brought within one year of when the Distributor knew or should have known of the violation, but
reserves the right to conduct an inquiry at any time.*
*Herbalife’s enforcement of the Rules shall not create liability to pay compensation for loss of profits or
goodwill, or any consequential damages.
Complaint Procedure
Distributors should report suspected violations to Herbalife at MyHerbalife.com or by calling Herbalife toll-
free at 866-866-4744. Required information includes the nature of the complaint and the factual details that
support the allegations.*
Distributors may not discourage a customer or Distributor from making a complaint or retaliate in any way.
*Factual details include names, addresses, and telephone numbers of persons involved as well as dates,
times, places, etc.
Inquiry
If Herbalife determines, in its sole and absolute discretion, that there is sufficient information to support an
allegation, Herbalife will contact the Distributor who is the subject of the complaint to permit the Distributor
an opportunity to respond. In certain circumstances, it may be necessary to place restrictions on a
Distributorship while an inquiry is in process.
Restrictions may include a prohibition from attending Herbalife events and suspension or denial of:
• buying privileges
• payment of Royalty Overrides
• payment of TAB Team Production Bonus
• awards or benefits (e.g., vacations, pins, etc.).
• speaking at Herbalife-sponsored training seminars or meetings
• qualifications in progress; and/or
• the right to represent oneself as an Herbalife Independent Distributor
Sanctions
Violations of the Rules may result in legal or regulatory challenges for Herbalife and endanger the business
for all Distributors. For this reason, penalties may be substantial. Herbalife shall have sole and absolute
discretion to determine the appropriate penalty based on the nature of the violation and consequence that
resulted or could result, including:
• suspension of all Distributor rights and privileges
• monetary sanctions
• obligation to reimburse Herbalife legal fees
• prohibition from attending or speaking at Herbalife sponsored events
• disqualification from participation in the annual Mark Hughes Bonus
• disqualification from participation in the Production Bonus program
• permanent loss of lineage
• volume and earnings adjustments; and/or
• termination of Distributorship (see “Termination or Deletion of a Distributorship” below)
If Herbalife concludes that other Distributors assisted, encouraged or were party to the violations, Herbalife
also may hold such Distributors responsible for the violations.
Herbalife reserves the right to publish the violating Distributor’s name, the facts and circumstances of the
violation, and sanctions.
Requests for Reconsideration (Unrelated to Terminations)

Distributors may submit a request for Herbalife reconsideration of a decision within 15 days of the date of
the decision. When requesting reconsideration, the Distributor may submit additional information they
believe should be considered and must also state why this information was not provided during the inquiry.
If the reconsideration request is not submitted within the 15-day period, the request will be denied, although
Herbalife reserves the right to consider evidence submitted beyond the 15-day period in its sole and
absolute discretion.
Termination of a Distributorship
Herbalife may, in its sole and absolute discretion, terminate a Distributorship if a Distributor violates the
Rules.*
The termination is effective on the date in which Herbalife issues a written notification to the Distributor.
Upon termination, the Distributor will have no claim against Herbalife as a result of the termination.
A terminated Distributor† may no longer:
• conduct business as a Distributor
• represent themself as an Herbalife Independent Distributor
• use Herbalife trade name, logo, trademarks, and other intellectual property; and
• attend Herbalife trainings, meetings, social events, or promotions, even as a spouse or guest of a
Distributor
*Termination means the complete cancellation of a Distributorship and revocation of the Distributor’s right
to conduct the Herbalife business. This includes cancellation of the Distributor’s right to receive any
further income from the Distributorship.
†These prohibitions also apply to Distributors who resign or otherwise leave the Herbalife business while
under an inquiry for possible Rule violations.
Appealing a Termination
Distributors may appeal a termination decision within 15 days of the date of the decision. When requesting
an appeal, the Distributor may submit additional information they believe should be considered and must
also state why this information was not provided during the inquiry. If the appeal request is not submitted
within the 15-day period, the request will be denied, although Herbalife reserves the right to consider
evidence submitted beyond the 15-day time frame in its sole and absolute discretion.
The appeal will be reviewed by a committee comprised of an appointed representative from each of: the
Sales Department, the Distributor Services Department, and the Legal Department (the “Review
Committee”). A majority of the Review Committee may uphold the termination, reinstate the Distributorship,
or recommend an alternative penalty for the alleged violations. In reviewing a termination decision, the
Review Committee will consider whether the alleged violation was material. This decision shall not create
liability to pay compensation for loss of profits or goodwill.
ADDITIONAL LEGAL PROVISIONS
References Below to “Agreement” Mean the Application and Entire Contractual Relationship
Between Distributor and Herbalife.
Damages
To the fullest extent allowed by applicable law, neither Herbalife nor Distributor shall be liable to the other
for any incidental, consequential, special, exemplary or punitive damages under any legal or equitable
theory, regardless of whether the possibility of such damages is known by either party.
Waiver and Delay

Herbalife may address Rules violations or other breaches of the Agreement with any Distributor in its sole
and absolute discretion. No failure, refusal, or neglect of Herbalife to exercise any right, power or option
under the Agreement shall constitute a waiver of the provisions or a waiver by Herbalife of its rights at any
time under the Agreement.
Severability
Except as otherwise provided in the Jury and Class Action Waiver Rule below, if any provision in the
Agreement is found to be invalid, illegal or unenforceable in any respect, it shall be severed from the
Agreement and have no effect on the remainder of the Agreement, which shall remain in full force and
effect. Further, there shall be added automatically as part of the Agreement a provision as similar as
possible to the severed provision that would be legal, valid, and enforceable.
Choice of Law
The Agreement, and any dispute arising from the relationship between Herbalife and Distributor, shall be
governed by California substantive law* without the application of conflict of law principles, except that the
interpretation and enforcement of Arbitration shall be governed by federal law.
*Puerto Rico Residents: Shall be governed by the domestic law of Commonwealth of Puerto Rico.
Indemnification
Distributor will indemnify, defend, and hold Herbalife harmless from any suit, action, demand, prosecution
or claim, including all costs, liabilities and damages, relating to, or arising from Distributor’s breach of the
Agreement or the conduct of Distributor’s Herbalife business. Herbalife may, among other things, offset
amounts it owes to Distributor to satisfy any obligations arising under this indemnity.
Claims Between Distributors

Herbalife shall not be liable to any Distributor for any cost, loss, damage or expense suffered by any
Distributor directly or indirectly as a result of any act, omission, representation or statement by another
Distributor.
ARBITRATION AGREEMENT
Distributors and Herbalife agree to submit to arbitration any disputes that they cannot resolve
informally. Herbalife reserves the right (with some restrictions) to amend the Arbitration
Agreement. The current version is below. References below to “Agreement” mean the entire
contractual relationship between Distributor and Herbalife.
Overview
Herbalife will try to resolve any dispute amicably and informally. However, if there is a dispute that cannot
be resolved informally, Herbalife and Distributor each agrees, subject to Rules Jury and Class Action
Waiver and Scope below, to resolve the dispute solely and exclusively by binding arbitration. Arbitration
proceedings are designed to provide parties with a fair hearing that is faster and less formal than a lawsuit
in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for limited discovery, and is
subject to very limited review by courts. Arbitrators can award the same damages and relief that a court
can award. The following provisions are referred to as the “Arbitration Agreement.”
Puerto Rico Residents: Puerto Rico does not have small claims courts. Any variation in terms in this
Arbitration Agreement for Puerto Rico Residents is indicated below in italics.
Jury and Class Action Waiver

Herbalife and Distributor both waive the right to trial by jury. Also, any arbitration under the
Agreement shall take place on an individual basis; class or representative actions shall not be
permitted. If the foregoing provision is, for any reason, found to be unenforceable, then the Arbitration
Agreement shall be null and void (but the Agreement shall remain in full force and effect).
Puerto Rico Residents: Distributors in Puerto Rico agree that Herbalife and Distributor are each
waiving the right to a trial in any local or Federal Court of justice in Puerto Rico.
Scope
Herbalife and Distributor agree, with two exceptions, to arbitrate all disputes and claims between them,
including, without limitation, disputes or claims arising out of or relating to the Agreement, the Rules of the
Road, Sales & Marketing Plan decisions, relationships with other Distributors, and the purchase, sale or
use of Herbalife® products, and regardless of whether the dispute or claim arose before Distributor’s
contractual relationship with Herbalife. The two exceptions are: (1) either Herbalife or Distributor may bring
suit in court to enjoin infringement or other misuse of intellectual property rights, and (2) Distributor may
bring an individual action for monetary damages (but no other relief) in small claims court where permitted
by law.
Applicable Rules
The interpretation and enforcement of this Arbitration Agreement is governed by the Federal Arbitration
Act. Any arbitration that is commenced pursuant to this Arbitration Agreement is governed by the
Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), except as
modified herein, and will be administered by the AAA. The AAA Rules are available online at adr.org, by
calling the AAA at 1-800-778-7879, or by writing to the Herbalife Notice Address, Office of the General
Counsel, Herbalife International of America, Inc., 800 West Olympic Blvd., Suite 406, Los Angeles, CA
90015.
Commencing Arbitration
Forms and instructions for giving notice and commencing arbitration can be obtained at http://www.adr.org,
by calling the AAA at 1-800-778-7879, or by writing to the Herbalife Notice Address. If either Herbalife or
Distributor is sued in arbitration, they may assert any counterclaims they may have against the other party.
Arbitration Fees
For any arbitration initiated by Distributor in accordance with the AAA Rules, Herbalife will pay all
administration and arbitrator fees and will promptly reimburse Distributor for any initial filing fee unless (i)
Distributor seeks more than $75,000 in damages, or (ii) the arbitrator finds that Distributor’s claim or demand
for relief is frivolous or was brought for an improper purpose under the standards of Federal Rule of Civil
Procedure 11(b), in which case the payment of fees will instead be governed by the AAA Rules and
Distributor must reimburse Herbalife for any payments that would have been Distributor’s obligation to pay
under the AAA Rules.
Arbitration Procedure
All arbitration procedures, including, without limitation, representation by counsel, determinations of
arbitrability, selecting and communicating with the arbitrator, discovery, confidentiality, pre-hearing
conferences, and evidentiary hearings, will be governed by the AAA Rules. Note: As explained in the
AAA Rules, the arbitrator shall determine the scope and enforceability of this Arbitration Agreement
and the arbitrability of any disputes. Hearings will take place in the county (or parish) where Distributor
resides unless the parties agree otherwise.
Arbitration Award
The arbitrator shall issue a written award in accordance with the AAA Rules but may only award declaratory
or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide
relief warranted by that party’s individual claim. Regardless of whether attorneys’ fees and costs are
recoverable by law, Herbalife will pay Distributor’s reasonable attorneys’ fees and costs if the arbitrator
issues an award in Distributor’s favor, unless Herbalife made a written settlement offer worth more than the
award before an arbitrator was selected. Herbalife will be responsible for its own attorneys’ fees and costs.
Amendments
No amendment or modification of the Agreement will apply to claims that have accrued or are otherwise
known to Herbalife at the time of the amendment, modification or termination.
PRIVACY AND DATA PROTECTION
Unless otherwise indicated, Herbalife collects, uses and shares “Personal Information” (e.g., your first and
last name, mailing address, city, state, zip code, telephone number, email address, credit card and banking
information) in accordance with its Privacy Policy located at http://www.herbalife.com/privacy-policy.
California residents, please see our Supplemental Privacy Notice for California Residents
(https://www.herbalife.com/privacy-policy#CaliforniaSupplement) (a paper copy is available upon request).
Because of the unique nature of multi-level marketing, Distributors may receive Personal Information about
others directly from Herbalife, such as information regarding other Distributors and Preferred Members in
a Distributor’s downline, customers or referrals who express interest in Herbalife® products or services, or
individuals who use our online properties and mobile applications (“Sites”). (The downline organization
consists of all Distributors and Preferred Members that were personally sponsored by a particular
Distributor, and in turn, all other persons sponsored by the subsequent Distributors.) Once Herbalife
provides Personal Information to a Distributor, he or she is responsible for it and must keep it strictly
confidential. Distributors may only use this Personal Information to develop their Herbalife business
relationship with their downline, customers or referrals, unless they have received consent from the
individual to use his or her Personal Information for other purposes.
One way that Herbalife shares information with Distributors is through Lineage Reports. These reports
contain information regarding other Distributors and Preferred Members within a Distributor’s downline,
such as their name and contact information, their Herbalife Identification Number, and business metrics
such as their level or rank, volume, and sales statistics. Lineage Reports are provided to Distributors in the
strictest confidence and for the sole purpose of supporting the Distributors in further developing their
Herbalife businesses. Lineage Reports, including all Personal Information and other data contained therein,
constitute confidential, proprietary trade secrets of Herbalife. Distributors may not collect, distribute or
gather confidential information or personal or aggregate information about other Herbalife Independent
Distributors, their customers or the Preferred Members they sponsor, except in connection with their
downlines and solely for the purposes of promoting their Herbalife businesses, and to manage, motivate
and train their downlines.
Distributors may also collect Personal Information from individuals directly or by other means, such as when
they collect contact and payment information from customers to process product orders, or when they
collect information from customers in connection with Wellness Evaluations or contests, such as
Sweepstakes, Weight Loss Challenges and Body Transformation Challenges. Distributors must abide by
applicable privacy and data protection laws, including international data transfer restrictions, with respect
to all Personal Information obtained by Distributor (from Herbalife or otherwise) in connection with the
Distributor’s Herbalife business. In addition, it is the Distributor’s responsibility to maintain the security of all
Personal Information that he or she receives and to retain such information only in accordance with
applicable laws. Please be aware that privacy and data protection laws often have stricter consent, security
and retention requirements for special categories of Personal Information, such as health data, biometric
data and data relating to children/minors.
DEFINITIONS
Alternative Method of Entry (AMOE): A free, alternate method of entry required for Games of Chance
which contain a purchase requirement as a method of entry and requirement to win. The AMOE must be
clearly and conspicuously disclosed and treated equally (given the same weight and value), as the
consideration-based method of entry.
Applicant: A person applying to become an Herbalife Independent Distributor.
Agreement: The Herbalife Independent Distributorship Application and Agreement and the entire
contractual relationship between the Distributor and Herbalife, including the Sales & Marketing Plan, the
Rules of Conduct and other documents posted on MyHerbalife.com and contained in the Sales & Marketing
Plan and Business Rules in the IBP.
Association: In a divorce, or dissolution of a Life Partner relationship, the combination of volume between
the original Distributorship and the new, separate Distributorship of the divorced couple or the former Life
Partners, for the purpose of earnings percentage calculation.
Autodialer: Equipment that dials, or has the capacity to dial, telephone numbers automatically (even if the
Distributor does not actually use the equipment to automatically dial numbers). Any computerized
equipment that performs the dialing function or could reasonably be modified to do so (such as by installing
a software upgrade) should be treated as an autodialer, whether or not the machine is pre-programmed
with a list of numbers or dials numbers on a random basis.
Broadcast Fax or Blast Fax: Sending a fax to recipients who have not requested the fax, including
equipment that can send multiple faxes to multiple recipients.
Business Tool: A sales aid which has not been made by Herbalife.
Challenges: Weight Loss Challenge, Body Transformation Challenges and similar.
Chance (Game Promotions): The determination of the winner of the prize is determined solely and entirely
on chance.
Claim: Any statement, story, image or video about Herbalife® products, or the Herbalife business
opportunity.
Club: Nutrition Club.
Commercial Club: A Club in a non-residential location.
Company: Herbalife International of America, Inc.
Consideration (Game Promotions): Requiring the payment of money, a substantial amount of time or
effort, or proprietary or sensitive information (e.g., social security number or credit card number).
Corporate Communications: Herbalife Corporate Communications Department.
Customer: Preferred Members or retail customers
Distributor: An Herbalife Independent Distributor.
Distributorship: A Distributor’s Herbalife independent business.
Earnings Claims: Any expressed or implied claim regarding a Distributor’s actual or potential income
achieved through the Herbalife business opportunity.
Established Business Relationship (EBR): A prior relationship between a Distributor and a telephone
subscriber based on the subscriber’s inquiry, application, purchase or transaction regarding the Distributor’s
products or services.
Exotic Automobile: Exotic automobiles are cars that are out-of-the ordinary, expensive and have a
stunning look unlike common cars.
Fee: Annual Distributor Services Fee which is charged by Herbalife for computer processing and other
services provided to Distributors.
Former Participant: A former Distributor, Preferred Member, spouse, Life Partner or an individual who
assisted in a Distributorship.
Games of Chance: Game promotions (e.g., sweepstakes, drawings, and similar) where determination of
a prize winner is determined solely and entirely on chance and consideration is not required to enter or win.
Game Promotions: Serve as an optional method of operation available to all Distributors. Game
promotions may include Game of Chance (e.g., sweepstakes, drawing, and similar), where determination
of a prize winner is based solely and entirely on chance and consideration is not required to enter or win,
and Skill-Based Contests (e.g., Weight-Loss Challenges, Body Transformation Challenges, Organizational
Sales Contests and similar), where determination of a prize winner is determined by judging criteria.
General Public: People with whom a Distributor has not had prior personal contact in any matter.
Herbalife Intellectual Property: Herbalife copyrighted materials, trademarks, trade names, trade dress,
and trade secrets.
Herbalife Receipts: Receipts are required to (1) document sales, and (2) be provided to Customers. Find
more information about Herbalife Receipts by visiting MyHerbalife.com.
Herbalife Satisfaction Guarantee: Herbalife 30-day money-back product guarantee for all customers.
IBP: International Business Pack. An IBP is the Herbalife starter kit for Distributors. IBPs contain Herbalife®
products, promotional materials, and literature to assist a Distributor in starting their Herbalife business.
Lavish Lifestyle: A lavish lifestyle claim is one depicting a style of living that is extravagant, rich, costly,
expensive, elaborate, grand, posh or luxurious.
Leads: Prospects for Herbalife® products or the Herbalife business opportunity, as well as leads-related
advertising, advertising slots or decision packs.
Life Partner: A person designated by a Distributor as their Life Partner on the “Add Life Partner Request
Form.”
Lifestyle Claims: Any expressed or implied claim suggesting that a Distributor can attain a certain lifestyle,
or purchase certain items, by participating in the Herbalife business opportunity.
Lineage Reports: These reports contain information regarding other Distributors and Preferred
Members within a Distributor’s downline, such as their name and contact information, their Herbalife
Identification Number, and business metrics such as their level or rank, volume and sales statistics.
Lottery: Lotteries are strictly prohibited. A lottery is a promotion in which a prize is being offered and
awarded, a winner is determined solely by chance, and money or information is required to enter. Raffles
are lotteries; therefore, they are prohibited.
Materials: Herbalife-produced literature and sales aids.
MLM: Multilevel Marketing.

Net Impression: Net impression is the message that one takes away when viewing the entirety of the
claim. This includes elements such as words, images, hashtags, disclaimers, etc.
Nutrition Clubs: Nutrition Clubs provide a supportive community setting for people who wish to focus on
good nutrition through the consumption of Herbalife® products
Opt-Out Notice: A clear and conspicuous notice that must accompany all faxes sent by Distributors in
connection with Herbalife. See Unsolicited Faxes Rule for the details that must be contained in the Opt-Out
Notice.
Organizational Sales Contest: Game promotions where a Distributor awards a prize to downline members
of their organization for the highest number of documented products sold or the highest amount of
Documented Volume Points earned during the Contest period through the sale of product to customers or
Preferred Members.
Participation Agreement: The document all participants must sign or submit before participating in a
Contest. Find more about the Participation Agreement by visiting MyHerbalife.com.
Period of Inactivity: A waiting period where Former Participants may not participate in the Herbalife
business in any way prior to changing Sponsors.
See Rule Period of Inactivity for more information.
Personal Information: Information about a person such as first and last name, mailing address, city, state,
zip code, telephone number, email address, credit card and banking information.
Preferred Member: A Preferred Member is entitled to purchase Herbalife® products directly from Herbalife
at a discount. A Preferred Member is not allowed to (1) sell Herbalife® products or services; (2) recruit or
sponsor others to be Herbalife Independent Distributors or Preferred Members; or (3) receive compensation
under the Sales & Marketing Plan.
Pricing Information: Information that gives any indication of price. See Rule Price Advertising for more
information.
Primary Club Operator: The person who is responsible for and oversees all Club operations.
Prior Express Written Consent: A written agreement or email between a Distributor and consumer clearly
stating (a) the consumer agrees to receive advertisements automated or prerecorded from the Distributor
regarding the Herbalife® products or business opportunity, including the telephone or fax number through
which such contact may be made, (b) that the consumer is not required to agree to receive such messages
as a condition of purchasing Herbalife® products, and (c) any other disclosures as may be required by
applicable law. This agreement must also bear the signature of the person providing consent (the signature
can be electronic or digital pursuant to state and federal law).
Prize (Game Promotions): Something of value is being offered to all participants and awarded to winner(s)
of the promotion.
Prohibited Countries/Regions: Countries on the Herbalife Prohibited Countries/Regions and Persons list.
This list is available on MyHerbalife.com.
Review Committee: The committee that reviews an appeal of a Distributor termination decision. Consists
of an appointed representative from each of: the Sales Department, the Distributor Services Department
and the Legal Department.
Rules: The Herbalife Rules of Conduct and all other rules, policies and advisories that Herbalife issues
from time to time.
Sales & Marketing Plan: The Herbalife Sales & Marketing Plan.
Skill-Based Contests: Game promotions (e.g., Weight-Loss Challenges, Body Transformation Challenges
and similar) where determination of a prize winner is determined by objective judging criteria by a qualified
judge(s).
Sponsor: The Distributor who brings another Distributor into the Herbalife business.
Telemarketing: The act of selling, soliciting, marketing, promoting or providing information about a product
or service using a telephone, cell phone, text message, fax machine, autodialer, prerecorded or artificial
voice recording, or like device.
Transferee: The Distributor to whom a Distributorship is transferred.
Transferor: The former Distributor who is transferring his or her Distributorship to another person.
Code of Ethics
Table of Contents
A. Code of Conduct. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. Deceptive or Unlawful Consumer or Recruiting Practices. . . . . . 1
2. Products, Services and Promotional Materials . . . . . . . . . . . . . . . . . 3
3. Terms of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Warranties and Guarantees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. Identification and Privacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. Pyramid Schemes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Inventory Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Earnings Representations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9. Inventory Loading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
10. Payment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
11. Training and Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
B. Responsibilities and Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

1. Prompt Investigation and No Independent
Contractor Defense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2. Required Code Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3. Code Responsibility Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4. Extraterritorial Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
C. Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1. Interpretation and Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2. Code Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3. Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
D. DSA Code of Ethics Enforcement Procedures. . . . . . . . . . . . . . 17

1. Receipt of Complaint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2. Cooperation with the Code Administrator. . . . . . . . . . . . . . . . . . . . . 17
3. Investigation and Disposition Procedure. . . . . . . . . . . . . . . . . . . . . . 18
4. Appeals Review Panel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5. Appeals Review Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
E. Powers of the Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2. Case Closed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3. Refusal to Comply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4. Appeal for Reinstatement after Suspension
or Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5. Referral to State or Federal Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
F. Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1. Conferring with Others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2. Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3. Pending Members of DSA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4. Public Reporting of Code of Ethics Complaints and
Compliance Efforts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
G. Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
H. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Code of Ethics
Explanatory provisions in italics.
Preamble
The Direct Selling Association (“DSA”), recognizing that companies
engaged in direct selling assume certain responsibilities toward consumers
arising out of the personal-contact method of distribution of their products
and services, hereby sets forth the basic fair and ethical principles and
practices to which member companies will continue to adhere to in the
conduct of their business.
A. Code of Conduct
1. Deceptive or Unlawful  1. This section does not bring
Consumer or Recruiting “proselytizing” or “salesforce
Practices raiding” disputes under the Code’s
jurisdiction, unless such disputes
a. No member company or involve allegations of deceptive,
independent salesperson for a unethical or unlawful recruiting
member company shall engage practices or behaviors aimed at
in any deceptive, false, unethical potential salespeople. In those
or unlawful consumer or cases, the section applies. As
recruiting practice. Member used in this section, “unethical”
companies shall ensure that means violative of the U.S. DSA
no statements, promises or Code of Ethics.
testimonials are made that
are likely to mislead consumers The DSA Code Administrator
or prospective independent appointed pursuant to Section C.1
(“Administrator”) has the authority
salespeople.
to make a determination of what
b. Member companies and their is a deceptive, unlawful or unethical
independent salespeople must consumer or recruiting practice
comply with all requirements under the Code using prevailing legal
of law. While this Code does standards as a guide. Compliance
not restate all legal obligations, with any particular law, regulation
compliance with all pertinent or DSA Code of Ethics provision is
laws by member companies and not a defense to a determination
their independent salespeople by the Administrator that a
is a condition of acceptance practice is deceptive, unlawful or
by and continuing membership unethical. For example, in a sale to.
in DSA.
CONTINUED ON THE NEXT PAGE
DIRECT SELLING ASSOCIATION | CODE OF ETHICS
1
c. Member companies shall 1. CONTINUED...
conduct their activities toward a consumer, compliance with the
other member companies in Federal Trade Commission
compliance with this Code and Cooling-Off Rule does not prevent
all pertinent laws. the Administrator from making a
determination that a particular
d. Information provided by sales practice is deceptive, unlawful
member companies and their or unethical and that a refund or
independent salespeople to compensation is required.
prospective or current
independent salespeople concerning the opportunity and related
rights and obligations shall be accurate and complete. Member
companies and their independent salespeople shall not make any
factual representation to prospective independent salespeople that
cannot be verified or make any promise that cannot be fulfilled.
Member companies and their independent salespeople shall not
present any selling opportunity to any prospective independent
salesperson in a false, deceptive or misleading manner.
e. Member companies and their independent salespeople shall not
induce a person to purchase products or services based upon the
representation that a consumer can recover all or part of the
purchase price by referring other consumers, if such reductions
or recovery are violative of applicable referral sales laws.
f. Member companies shall provide to their independent salespeople
either a written agreement to be signed by both the member company
and the independent salesperson, or a written statement containing
the essential details of the relationship between the independent
salesperson and the member company. Member companies shall inform
their independent salespeople of their legal obligations, including their
responsibility to handle any applicable licenses, registrations and taxes.
g. Member companies shall provide their independent salespeople with
periodic accounts including, as applicable, sales, purchases, details of
earnings, commissions, bonuses, discounts, deliveries, cancellations
and other relevant data, in accordance with the member company’s
arrangement with the independent salesperson. All monies due
shall be paid and any withholdings made in a commercially
reasonable manner.
h. Independent salespeople shall respect any lack of commercial
experience of consumers. Independent salespeople shall not abuse
2
the trust of individual consumers, or exploit a consumer’s age, illness,
handicap, lack of understanding or unfamiliarity with a language.
2. Products, Services and  1. and 2. These sections cover

Promotional Materials communications about your own
company or another company. For
a. The offer of products or example, this section covers
services for sale by member misleading statements made by
companies and their an independent salesperson for
independent salespeople shall company A about company B
be accurate and truthful as to and/or its products to consumers
price, grade, quality, make, or prospective independent
value, performance, quantity, salespeople.
currency of model and
availability. All product claims made by member companies and their
independent salespeople must be substantiated by competent and
reliable evidence and must not be misleading. A consumer’s order for
products and services shall be fulfilled in a timely manner.
b. Neither member companies nor their independent salespeople shall
make misleading comparisons of another company’s direct selling
opportunity, products or services. Any comparison must be based
on facts that can be objectively and adequately substantiated by
competent and reliable evidence. Neither member companies nor
their independent salespeople shall denigrate any other member
company, business, product or service—directly or by implication—
in a false or misleading manner and shall not take unfair advantage
of the goodwill attached to the trade name and symbol of any
company, business, product or service.
c. Promotional literature, advertisements and mailings shall not
contain product descriptions, claims, photos or illustrations that are
false, deceptive or misleading. (Promotional literature shall contain
the name and address or telephone number of the member company
and may include the telephone number of the individual independent
salesperson).
d. Independent salespeople shall offer consumers accurate information
regarding: price, credit terms; terms of payment; a cooling-off period,
including return policies; terms of guarantee; after-sales service; and
delivery dates. Independent salespeople shall give understandable and
accurate answers to questions from consumers. To the extent claims
3
are made with respect to products, independent salespeople shall
make only those product claims authorized by the member company.
3. Terms of Sale
a. A written order or receipt shall be delivered to the consumer at or
prior to the time of the initial sale. In the case of a sale made through
the mail, telephone, Internet, or other non-face-to-face means, a copy
of the order form shall have been previously provided, be included in
the initial order, or be provided in printable or downloadable form
through the Internet. The order form must set forth clearly, legibly
and unambiguously:
1. Terms and conditions of sale, including the total amount the
consumer will be required to pay, including all interest, service
charges and fees, and other costs and expenses as required by
federal and state law;
2. Identity of the member company and the independent salesperson,
and contain the full name, permanent address and telephone
number of the member company or the independent salesperson,
and all material terms of the sale; and
3. Terms of a guarantee or a warranty, details and any limitations of
after-sales service, the name and address of the guarantor, the
length of the guarantee, and the remedial action available to the
consumer. Alternatively, this information may be provided with
other accompanying literature provided with the product or service.
b. Member companies and their salespeople shall offer a written, clearly
stated cooling off period permitting the consumer to withdraw from
a purchase order within a minimum of three business days from the
date of the purchase transaction and receive a full refund of the
purchase price.
c. Member companies and their independent salespeople offering a
right of return, whether or not conditioned upon certain events, shall
provide it in writing.
4
4. Warranties and Guarantees
The terms of any warranty or guarantee offered by the seller in
connection with the sale shall be furnished to the buyer in a manner
that fully conforms to federal and state warranty and guarantee laws
and regulations. The manufacturer, distributor and/or seller shall fully
and promptly perform in accordance with the terms of all warranties
and guarantees offered to consumers.
5. Identification and Privacy

a. At the beginning of sales presentations independent salespeople
shall truthfully and clearly identify themselves, their company, the
nature of their company’s products or services, and the reason for
the solicitation. Contact with the consumer shall be made in a polite
manner and during reasonable hours. A demonstration or sales
presentation shall stop upon the consumer’s request.
b. Member companies and independent salespeople shall take appropriate
steps to safeguard the protection of all private information provided
by a consumer, independent salesperson or prospective independent
salesperson.
6. Pyramid Schemes  6. The definition of an “illegal

pyramid” is based upon existing
For the purpose of this Code, standards of law as reflected in In
pyramid or endless chain schemes the matter of Amway, 93 FTC 618
shall be considered actionable (1979) and the anti-pyramid
under this Code. The DSA Code statutes of various states. In
Administrator (appointed accordance with these laws,
pursuant to Section C.1) shall member companies shall
determine whether such pyramid remunerate independent
or endless chain schemes salespeople primarily on the basis
constitute a violation of this Code of sales of products, including
in accordance with applicable services, purchased by any person
federal, state and/or local law for actual use or consumption.
or regulation. Such remuneration may include
compensation based on purchases
that are not simply incidental
to the purchase of the right to
participate in the program. See
Section 9 for further clarification.
5
7. Inventory Purchases  7a. The purpose of the buyback is to
eliminate the potential harm of
a. Any member company with a “inventory loading;” i.e., the practice
marketing plan that involves of loading up salespeople with
selling products directly or inventory they are unable or unlikely
indirectly to independent to be able to sell or use within a
salespeople shall adopt and reasonable time period. Inventory
communicate a policy, in its loading has historically been
recruiting literature, sales accomplished by giving sellers
financial incentives for sales without
manual, or contract with an
regard to ultimate sales to or use by
independent salesperson, that
actual consumers. The repurchase
the company will repurchase provisions of the Code are meant to
on reasonable commercial deter inventory loading and to
terms currently marketable protect distributors from financial
inventory and company harm that might result from
produced promotional inventory loading. Company-
materials, sales aids, tools and produced sales aids, kits and
kits, in the possession of that promotional materials, while not
salesperson and purchased by inventory, are subject to the
that salesperson for resale repurchase requirement consistent
prior to the date of termination with this section. Sales aids, kits
and promotional materials that are
of the independent
produced by a third party, i.e.
salesperson’s business non-company produced, shall not
relationship with the company. be subject to the buyback.
For purposes of this Code,
“reasonable commercial “Inventory” is considered to include
terms” shall include the both tangible and intangible product;
repurchase of marketable i.e., both goods and services. “Current
marketability” of inventory shall be
inventory, and company
determined on the basis of the
produced promotional
specific condition of the product.
materials, sales aids, tools and Factors to be considered by the DSA
kits within twelve (12) months Code Administrator (appointed
from the salesperson’s date of pursuant to Section C.1) when
purchase at not less than 90 determining “current marketability”
percent of the salesperson’s are condition of the goods and
original net cost less whether or not the products have
appropriate set offs and legal been used or opened.
claims, if any. For purposes of Changes in marketplace demand,
this Code, products shall not product formulation, or labeling are
be considered “currently not sufficient grounds for a claim by
marketable” if returned for the company that a product is no
repurchase after the products’ CONTINUED ON THE NEXT PAGE
6
commercially reasonable 7a. CONTINUED...
usable or shelf life period has longer “marketable.” Nor does the
passed; nor shall products be ingestible nature of certain products
considered “currently limit the current marketability of
marketable” if the company those products. Government
clearly discloses to salespeople regulation that may arguably
prior to purchase that the restrict or limit the ultimate
products are seasonal, resalability of a product does not
discontinued, or special limit its “current marketability” for
purposes of the Code. State statutes
promotion products and are
mandate that certain buyback
not subject to the repurchase provisions required by law must be
obligation. described in an independent
salesperson’s contract.
b. The DSA Code Administrator
appointed pursuant to Section While acknowledging that the
C.1, upon finding a member contract is probably the most
company has engaged in false, effective place for such information,
misleading or deceptive the DSA Code allows for placement
of the provision in either “its
recruiting practices, may
recruiting literature, sales manual or
employ any appropriate contract.” Regardless, the disclosure
remedy to ensure any must be in writing and be clearly
complainant shall not incur stated. Wherever disclosed, the
significant financial loss as a buyback requirement shall be
result of such prohibited construed as a contractual obligation
behavior, including but not of the company. A member company
limited to requiring such shall not place any unreasonable or
member company to procedural impediments in the way
repurchase any and all of salespeople seeking to sell back
inventory, and company products to the member company.
Direct Selling Association Code of
produced promotional
Ethics 9 The buyback process should
materials, sales aids and/or
be as efficient as possible and
kits which a complainant has designed to facilitate buyback of
purchased. products. The buyback provisions
apply to all terminating independent
salespeople who otherwise qualify
for such repurchase, including
independent salespeople who are
not new to a particular company, or
those who have left a company to
sell for another company. The
buyback policy should be published
CONTINUED ON THE NEXT PAGE
7
7a. CONTINUED...
in multiple locations and formats,

and stated in a manner understood
easily by a typical independent
salesperson. It should be the goal of
each member company to ensure
that the typical independent
salesperson is aware of the company’s
buyback policy. Therefore, each
member company should undertake
its best efforts to ensure the effective
communication of the policy.
8
8. Earnings Representations  8. There is ample legal precedent
in the form of FTC decisions to
a. The following shall be afford guidance on the subject
considered “earnings of earnings representations.
representations” under While not controlling, these
this Code: precedents should be used by
the Administrator in making
1. Any oral, written or visual
determinations as to the
claim that conveys,
substantiation of a member
expressly or by implication:
company’s earnings claims.
a) A specific level or range
The Code’s simple prohibition of
of actual or potential misrepresentations was intended,
sales; or in part, to avoid unduly
b) Gross or net income or encumbering start-up member
profits, including but not companies that have little or no
limited to representations actual earnings history with their
that either explicitly or compensation plan or established
implicitly suggest that member companies that are
testing or launching new
lifestyle purchases—
compensation plans. The
including homes, vehicles,
prohibition approach is meant to
vacations and the like—
require that member companies
are related to income
in these circumstances need only
earned.
ensure that their promotional
2. Any statement, representation literature and public statements
or hypothetical scenario clearly indicate that the
from which a prospective compensation plan is new and
independent salesperson that any charts, illustrations and
could reasonably infer that stated examples of income under
he/she will earn a minimum the plan are potential in nature
level of income; and not based upon the actual
performance of any individual(s).
3. Any chart, table or
mathematical calculation demonstrating possible income, actual
or potential sales, or gross or net profits based upon a combination
of variables;
4. Marketing materials or advertising explicitly describing or
promising potential income amounts, or material-based lifestyles
of independent salespeople;
9
5. Any award or announcement of compensation describing the
earnings of any current or past salesperson. A company’s sales
incentive awards, trips or meetings, and/or commissions,
overrides, bonuses or other compensation, shall not be considered
earnings representations unless they are accompanied by express
indication of their value.
b. Member companies must comply with, and obligate their independent
salespeople to also comply with, the following standards:
1. Earnings representations and sales figures must be truthful,
accurate, and presented in a manner that is not false, deceptive
or misleading.
2. Current and prospective independent salespeople must be
provided with sufficient information to understand that:
a) Actual earnings can vary significantly depending upon time
committed, skill level and other factors;
b) Not everyone will achieve the represented level of income; and
c) Such amounts are before expenses, if any.
3. Current and prospective independent salespeople must be
provided with sufficient information to enable a reasonable
evaluation of the opportunity to earn income.
4. If a specific independent salesperson’s commission or bonus
payments are included in an earnings representation, any
distributions made for those payments to others in the sales
organization must be disclosed or deducted from the figure(s) used.
5. Any sales and earnings representations must be documented and
substantiated. Member companies and their independent
salespeople must maintain such documentation and substantiation,
making it available to the Administrator upon written request.
6. Industry-wide—including DSA-produced—financial, earnings or
performance information cannot be used as the primary source in
documenting or substantiating a member company’s or independent
salesperson’s representations. Such information can, however, be
used in a general manner.
10
c. In assessing whether an earnings representation violates this section
of the Code, the Administrator shall consider all relevant facts and
information, including but not limited to the factors outlined in
this section.
9. Inventory Loading  9. See, Code Explanatory Section

7a. regarding inventory loading.
A member company shall not
require or encourage an This provision should be construed
independent salesperson to in light of the regulatory
purchase inventory in an amount admonition that commissions be
which unreasonably exceeds that generated by purchases that are
which can be expected to be not simply incidental to the
resold and/or consumed by the purchase of the right to participate
independent salesperson within in the program (see Federal Trade
a reasonable period of time. Commission 2004 Advisory
Opinion Letter to DSA.) Member
Member companies shall take companies that implement
clear and reasonable steps to procedures demonstrating that
ensure that independent salespeople are purchasing the
salespeople are consuming, using product for resale, for their own
or reselling the products and use/ consumption (i.e., “self-
services purchased. consumption”, “personal
consumption” or “internal
It shall be considered an unfair consumption”) or for other
and deceptive recruiting practice legitimate purposes will be better
for a member company or able to meet the requirements of
independent salesperson to Section 9. The Code recognizes
require or encourage an this as a long-standing and
independent salesperson to accepted practice in direct selling
purchase unreasonable amounts and does not prohibit
of inventory or sales aids. The compensation based on the
Administrator may employ any purchases of salespeople for
appropriate remedy to ensure any personal use.
individual salesperson shall not
incur significant financial loss as Further, the Code does not set
forth specific standards or
a result of such prohibited behavior.
requirements that a minimum
level of sales take place outside
of the salesforce.
11
10. Payment of Fees  10. High entrance fees can be an
element of pyramid schemes, in
Neither member companies nor which individuals are encouraged to
their independent salespeople expend large upfront costs, without
shall ask individuals to assume receiving product of like value. These
unreasonably high entrance fees, fees then become the mechanism
training fees, franchise fees, fees driving the pyramid and placing
for promotional materials or participants at risk of financial
other fees related solely to the harm. Some state laws have
right to participate in the member requirements that fees be returned
company’s business. Any fees similar to the repurchase provisions
charged to become an independent delineated in Code Section 7a. The
salesperson shall relate directly Code eliminates the harm of large
to the value of materials, products fees by prohibiting unreasonably
or services provided in return. high fees. The Administrator is
empowered to determine when a fee
is “unreasonably high.” For example,
11. Training and Materials
if a refund is offered for only a
a. Member companies shall provide portion of an entrance fee, to cover
adequate training to enable what could be described as inventory,
independent salespeople to and there is nothing else given or
operate ethically. Such training received for the balance of the
should include the scope of entrance fee, such as a training
permissible representations program, that portion of the entrance
fee may be deemed to be unreasonably
especially the parameters
high by the Administrator. This
regarding product claims,
Code section reinforces the provisions
inventory purchases and
in Section B. Responsibilities and
earnings representations in
Duties requiring member companies
accordance with sections 2, 7 to address the Code violations of
and 8 of this Code. their independent salespeople.
b. Member companies shall prohibit their independent salespeople from
marketing
or requiring the purchase by others of any materials that are
inconsistent with the member company’s policies and procedures.
c. Independent salespeople selling member company-approved promotional
or training materials, whether in hard copy or electronic form, shall:
1. Use only materials that comply with the same standards used by
the member company,
2. Not make the purchase of such materials a requirement of other
independent salespeople,
12
3. Provide such materials at not more than the price at which similar
material is available generally in the marketplace, and
4. Offer a written return policy that is the same as the return policy
of the member company the independent salesperson represents.
d. Member companies shall take diligent, reasonable steps to ensure
that promotional or training materials produced by their independent
salespeople comply with the provisions of this Code and are not false,
misleading or deceptive.
B. Responsibilities and Duties
1. Prompt Investigation and No Independent Contractor Defense

a. Member companies shall establish, publicize and implement complaint
handling procedures to ensure prompt resolution of all complaints.
b. In the event any consumer shall complain that the independent
salesperson offering for sale the products or services of a member
company has engaged in any improper course of conduct pertaining
to the sales presentation of its goods or services, the member company
shall promptly investigate the complaint and shall take such steps as
it may find appropriate and necessary under the circumstances to
cause the redress of any wrongs that its investigation discloses to
have been committed.
c. Member companies will be considered responsible for Code violations
by their independent salespeople where the Administrator finds,
after considering all the facts, that a violation of the Code has
occurred. For the purposes of this Code, in the interest of fostering
consumer protection, member companies shall voluntarily not raise
the independent contractor status of salespersons distributing their
products or services under its trademark or trade name as a defense
against Code violation allegations, provided, however, that such
action shall not be construed to be a waiver of the member companies’
right to raise such defense under any other circumstance.
d. Member companies should be diligent in creating awareness among
their employees and/or the independent salespeople marketing the
member company’s products or services about the member company’s
obligations under the Code. No member company shall in any way
attempt to persuade, induce or coerce another company to breach this
13
Code, and an attempt to induce a breach of this Code is considered a
violation of the Code.
e. Independent salespeople are not bound directly by this Code, but as a
condition of participation in a member company’s distribution system,
shall be required by the member company with whom they are affiliated
to adhere to rules of conduct meeting the standards of this Code.
f. This Code is not law but its obligations require a level of ethical
behavior from member companies and independent salespeople that
is consistent with applicable legal requirements. Failure to comply
with this Code does not create any civil law responsibility or liability.
When a company leaves the DSA membership, a company is no longer
bound by this Code. However, the provisions of this Code remain
applicable to events or transactions that occurred during the time a
company was a member of DSA.
2. Required Code Communication

a. All member companies are  2a. The links should be clear and
required to publicize the DSA conspicuous. The location of the
Code of Ethics and the process link on the member company’s
for filing a Code complaint to website should be prominent so as
their independent salespeople to be accessible and visible to sales
and consumers. At a minimum, people and the consumer; member
member companies must have companies should place the link on a
one of the following: web page that is commonly accessed
by salespeople and consumers.
1. an inclusion on the member Inclusion of statements, such as,
company’s website of the “We are proud members of the
DSA Code of Ethics with a DSA. To view the Code of Ethics by
step-by-step explanation as which we abide please click here,”
to how to file a complaint; or and “To file a complaint, please
contact us at [company email and/
2. a prominent link from the or phone number]. If you are
member company’s website unsatisfied with the resolution, you
to the DSA Code of Ethics may escalate your complaint to the
web page, with a separate DSA by clicking here,” are also ideal.
mention of, or separate link Member companies should
to, the Code complaint filing specifically link to either www.dsa.
process; or org/consumerprotection/Code and
www.dsa.org/consumerprotection/
filing-a-code-complaint.
14
3. an inclusion of the member company’s Code of Ethics and its
complaint process on its website with an explanation of how a
complainant may appeal to the Administrator in the event the
complainant is not satisfied with the resolution under the member
company’s Code of Ethics or complaint process, with a reference
to the DSA Code of Ethics web page.
b. All member companies, after submission of their program, are
required to state annually, along with paying their dues, that the
program remains effective or indicate any change.
3. Code Responsibility Officer

Each member company and pending member company is required to
designate a DSA Code Responsibility Officer. The Code Responsibility
Officer is responsible for facilitating compliance with the Code by his or
her company and responding to inquiries by the DSA Code Administrator
appointed pursuant to Section C.1. He or she will also serve as the primary
contact at the member company for communicating the principles of the
DSA Code of Ethics to the member company’s independent salespeople,
employees, consumers and the general public.
4. Extraterritorial Effect
Each member company shall comply with the World Federation of Direct
Selling Associations’ Code of Conduct with regard to direct selling
activities outside of the United States to the extent that the WFDSA
Code is not inconsistent with U.S. law, unless those activities fall under
the jurisdiction of the code of conduct of another country’s DSA to
which the member company also belongs.
C. Administration
1. Interpretation and Execution
The Board of Directors of the DSA shall appoint a Code Administrator
(“Administrator”) to serve for a fixed term to be set by the Board prior to
appointment. The Board shall have the authority to discharge the
Administrator for cause only. The Board shall provide sufficient authority
to enable the Administrator to properly discharge the responsibilities
entrusted to the Administrator under this Code. The Administrator will
be responsible directly and solely to the Board.
15
2. Code Administrator
a. The Administrator shall be a person of recognized integrity, knowledgeable
about the industry, and of a stature that will command respect by the
industry and from the public. He or she shall appoint a staff adequate
and competent to assist in the discharge of the Administrator’s duties.
During the term of office, neither the Administrator nor any member of
the staff shall be an officer, director, employee, or substantial stockholder
in any member of the DSA. The Administrator shall disclose all holdings
of stock in any member company prior to appointment and shall also
disclose any subsequent purchases of such stock to the Board of Directors.
The Administrator shall have the same rights of indemnification as
the Directors and Officers have under the bylaws of the DSA.
b. The Administrator shall establish, publish and implement transparent
complaint handling procedures to ensure prompt resolution of all
complaints.
c. The Administrator shall review and determine all charges against
member companies, affording those companies an opportunity to be
heard fully. The Administrator shall have the power to originate any
proceedings and shall at all times have the full cooperation of all
member companies.
3. Procedure
a. The Administrator shall have the sole authority to determine
whether a violation of the Code has occurred. The Administrator
shall answer as promptly as possible all queries relating to the Code
and its application, and, when appropriate, may suggest, for
consideration by the Board of Directors, Code amendments, or other
implementation procedures to make the Code more effective.
b. If, in the judgment of the Administrator, a complaint is beyond the
Administrator’s scope of expertise or resources, the Administrator
may decline to exercise jurisdiction over the complaint and may
recommend to the complainant another forum in which the
complaint can be addressed.
c. The Board of Directors may direct that the Administrator undertake
an investigation of a DSA member company in response to reports,
investigations or litigation that give rise to concerns regarding the
member company’s compliance with the Code of Ethics. The
Administrator shall provide a report to the Board of Directors
16
regarding findings of the investigation and whether there are any
Code of Ethics violations. The Board may (among other remedies)
suspend the company based on the results of the investigation. The
Board may end the suspension of the member company upon the
Administrator’s report that the matter is resolved.
d. The Administrator shall undertake to maintain and improve all
relations with better business bureaus and other organizations, both
private and public, with a view toward improving the industry’s
relations with the public and receiving information from such
organizations relating to the industry’s sales activities.
D. DSA Code of Ethics Enforcement Procedures

1. Receipt of Complaint
Upon receipt of a bona fide complaint from a bona fide consumer, the
Administrator shall forward a copy of the complaint, to the accused
member company together with a letter notifying the company that a
preliminary investigation of a specified possible violation is being
conducted and requesting the member company’s cooperation in
supplying necessary information and documentation. If the
Administrator has reason to believe that a member company has
violated the Code, even if a written complaint has not been received,
then the Administrator shall provide written notice to the member
company stating the basis for the Administrator’s belief that a violation
has occurred. The Administrator shall honor request by complainants
for confidential treatment of their identity. The subject matter of a
complaint will not be kept confidential.
2. Cooperation with the Code Administrator

In the event a member company refuses to cooperate with the
Administrator and/or refuses to supply necessary information and
documentation, the Administrator shall serve upon the member
company, by certified mail, a notice affording the member company an
opportunity to request Appeals Review Panel to evaluate whether its
membership in the DSA should not be terminated. In the event the
member company fails to request a review by an Appeals Review Panel
pursuant to Section D.5. below, the DSA Board of Directors may vote to
suspend or terminate the membership of the member company.
17
3. Investigation and Disposition Procedure
a. The Administrator shall conduct a preliminary investigation, making
such investigative contacts as are necessary to reach an informed
decision as to the alleged Code violation. If the Administrator
determines, after the informal investigation, that there is no need for
further action or that the Code violation allegation lacks merit, the
investigation and administrative action shall terminate and the
complaining party shall be so notified.
b. The Administrator may, at his discretion, remedy an alleged Code
violation through informal, oral and written communication with
the accused member company.
c. If the Administrator determines that there are violations of such a
nature, scope or frequency that the best interests of consumers, the
DSA, and/or the direct selling industry require remedial action, the
member company shall be notified. The reasoning and facts that
resulted in the decision as well as the nature of the remedy under
Section E.1. shall be included in the Administrator’s notice. The
notice shall also offer the member company an opportunity to consent
to the suggested without the necessity of a Section D.4. appeal. If the
member company desires to dispose of the matter in this manner, it
will within 20 calendar days advise the Administrator, in writing. The
letter to the Administrator may state that the member company’s
willingness to consent does not constitute an admission or belief that
the Code has been violated.
4. Appeals Review Panel

If a member company has submitted a request for review pursuant to
Section D.2. or an appeal of the Administrator’s remedial action pursuant
to Section D.3., an Appeals Review Panel consisting of three representatives
from active member companies shall be selected by the Executive
Committee of DSA’s Board of Directors within 20 calendar days. The
three member companies shall be selected in a manner that represents
a cross-section of the industry. When possible, none of the three shall
sell a product that specifically competes with the member company that
is seeking the Appeals Review Panel (hereinafter “the Appellant”), and
every effort shall be made to avoid conflicts in selecting the Panel. If for
any reason, a member of the Panel cannot fulfill his or her duties, the
Chairman of the Board of DSA can replace that person with a new
appointment. The representatives serving on the Appeals Review Panel
18
shall during their time on the Panel have the same rights of indemnification
the Directors and Officers have under the bylaws of the DSA.
5. Appeals Review Procedure

a. A member company must make a request to convene an Appeals Review
Panel in writing to the Administrator within 20 calendar days of the
Administrator’s notice of the member company’s failure to comply or
the Administrator’s recommended remedial action. Within 10
calendar days of receiving such a request, the Administrator shall
notify the Chairman of the Board of DSA. The Executive Committee
then shall select the three-person Panel as set forth in Section D.4.
b. As soon as the Panel has been selected, the Administrator shall
inform the Appellant of the names of the panelists. Within 14
calendar days of that notification, the Administrator shall send a
copy of the Complaint and all relevant documents, including an
explanation of the basis of the decision to impose remedial action,
to the panelists with copies to the Appellant. Upon receipt of such
information, the Appellant shall have 14 calendar days to file with
the Panel its reasons for arguing that remedial action should not be
imposed along with any additional documents that are relevant.
Copies of that information shall be provided to the Administrator,
who can provide additional information as the Administrator
decides is necessary or useful to the Panel and the Appellant.
c. Once the information has been received by the panelists from both
the Administrator and the Appellant, the Panel will complete its
review within 30 calendar days or as soon thereafter as practicable.
If the review pertains to whether the Appellant’s membership in the
DSA should be terminated, the Panel shall decide whether the
member company’s failure to work with the Administrator justifies
suspending or terminating the Appellant’s membership in the DSA.
If the review pertains to the Administrator’s suggested remedial
action, the Panel shall decide whether the Administrator’s decision to
impose remedial action was reasonable under all of the facts and
circumstances involved and shall either confirm the Administrator’s
decision, overrule it, or impose a lesser sanction under Section E.
The Panel shall be free to contact the Administrator, the Appellant,
and any other persons who may be relevant, in writing as deemed
appropriate. A decision by the Panel shall be final and shall be
promptly communicated both to the Administrator and the Appellant.
19
The costs involved in the appeal such as costs of photocopying,
telephone, fax, and mailing, shall be borne by the Appellant.
E. Powers of the Administrator

1. Remedies
If pursuant to the investigation provided for in Section D.3., the
Administrator determines that the accused member company has
committed a Code violation or violations, the Administrator is hereby
empowered to recommend any appropriate remedies, either individually
or concurrently, including but not limited to the following:
a. Complete restitution to the complainant of monies paid for the
accused member company’s products, promotional materials, sales
aids and/or kits that were the subject of the Code complaint;
b. Replacement or repair of any of the accused member company’s
product that was the source of the Code complaint;
c. Payment of a voluntary contribution to a special assessment fund
that shall be used for purposes of publicizing and disseminating the
Code and related information. The contribution may range up to
$1,000 per violation of the Code;
d. Submission to the Administrator of a written commitment to abide
by the Code in future transactions and to exercise due diligence to
assure there will be no recurrence of the practice leading to the
subject Code complaint; and/or
e. Cancellation of orders, return of products purchased, cancellation or
termination of the contractual relationship with the independent
salesperson or other remedies.
2. Case Closed
Once the Administrator determines that there has been compliance
with all imposed remedies in a particular case, the complaint shall be
considered closed.
20
3. Refusal to Comply
If a member company refuses to comply voluntarily with any remedy
imposed by the Administrator and has not requested a review by an
Appeals Review Panel, the DSA Board of Directors, or designated part
thereof, may conclude that the member company should be suspended
or terminated from membership in the DSA.
4. Appeal for Reinstatement after Suspension or Termination

If the DSA Board of Directors, or designated part thereof, suspends or
terminates a member company pursuant to the provisions of this Code,
the DSA shall notify the member company of such a decision by certified
mail. A suspended member company, after at least 90 calendar days
following that notice, and a terminated member company, after at least
one year following that notice, may request the opportunity to have its
suspension or termination reviewed by an Appeals Review Panel, which
may in its discretion recommend that the Board of Directors reinstate
membership.
5. Referral to State or Federal Agency

In the event a member company is suspended or terminated by the
DSA Board of Directors, or designated part thereof, pursuant to the
provisions of this Code, the DSA shall inform the Federal Trade
Commission (“FTC”) of such suspension or termination and shall,
if requested by the FTC, submit any relevant data concerning the
basis for suspension or termination.
F. Restrictions
1. Conferring with Others
At no time during an investigation or the hearing of charges against a
member company shall the Administrator or member of an Appeals
Review Panel confer with anyone concerning the alleged violation(s) of
the Code, except as provided herein and as may be necessary to conduct
the investigation and hold a hearing. At no time during the investigation
or the Appeals Review Panel process shall the Administrator or a
member of the Appeals Review Panel confer with a competitor of the
member company alleged to be in violation of the Code, except when it
may be necessary to call a competitor concerning the facts, in which
21
case the competitor shall be contacted only for the purpose of discussing
the facts. At no time shall a competitor participate in the Administrator’s
or in an Appeals Review Panel’s disposition of a matter.
2. Documents
Upon request by the Administrator to any member company, all
documents directly relating to an alleged violation shall be delivered
to the Administrator. Any information that is identified as proprietary
by the producing party shall be held in confidence. Whenever the
Administrator, either by his own determination or pursuant to a
decision by an Appeals Review Panel, closes an investigation, all
documents shall either be destroyed or returned, as may be deemed
appropriate by the Administrator, except to the extent necessary for
defending a legal challenge to the Administrator’s or Appeals Review
Panel’s handling of a matter, or for submitting relevant data concerning
a complaint to a local, state or federal agency. At no time during
proceedings under this Code shall the Administrator or a member of an
Appeals Review Panel either unilaterally or through the DSA issue a
press release concerning allegations or findings of a violation of the
Code unless specifically authorized to do so by the Executive
Committee of DSA’s Board of Directors.
3. Pending Members of DSA

Nothing in Section F shall prevent the Administrator from notifying, at
his discretion, DSA staff members of any alleged violations of the Code
that have come to his attention and which may have a bearing on a
pending member company’s qualifications for active membership.
4. Public Reporting of Code of Ethics Complaints and

Compliance Efforts
The Administrator may issue periodic reports on Code of Ethics
compliance including disclosure of numbers and types of complaints as
well as company-compliance efforts. The issuance of these reports will
not identify individual complaints.
22
G. Resignation
Resignation from DSA by an accused member company prior to
completion of any proceedings constituted under this Code shall not be
grounds for termination of said proceedings, and a determination as to
the Code violation shall be rendered by the Administrator at his or her
discretion, irrespective of the accused member company’s continued
membership in DSA or participation in the complaint resolution
proceedings.
H. Amendments
This Code may be amended by vote of two thirds of the Board of Directors.
As Adopted June 15, 1970
As Amended by Board of Directors
through June 3, 2017
23
1667 K Street NW
Suite 1100
Washington, D.C. 20006
202.452.8866 | Fax 202.452.9010
www.dsa.org
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Offices and Commercial Nutrition Clubs

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Retail and Nutrition Club Sales:

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There are 6 ways to accumulate Documented Volume:

Other Key Terms To Understand

Non-Documented Volume (NDV)

Primary Personal Consumption (PPC)

Secondary Personal Consumption (SPC)

Primary Rewardable Volume (PRV)

Secondary Rewardable Volume (SRV)

80% Rule and Accumulate & Allocate (A&A)

How do you Qualify to Earn?

Step I (Primary Rewardable Method):

Step II (Secondary Rewardable Method):

Royalty Overrides and Production Bonus

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Customers and Downline Distributors

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1 Million Volume Points 4 Million Volume Points

1-year anniversary 7-year anniversary 10-year anniversary

15-Year Anniversary 20-Year Anniversary 25-Year Anniversary 30-Year Anniversary

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Explanation of Volume Month

Definition of Volume Month

Determination of Volume Month

Personally Purchased Volume (PPV)

Downline Volume Example

B 500 Volume Points 900 Volume Points

Personal Volume (PV)

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Group Volume Example

Total Volume (TV)

Organizational Volume (OV)

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Encumbered and Unencumbered Volume

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