General Terms and Conditions of Contract

We are pleased to welcome you as a new commercial Contractual Partner (hereinafter: Team Partner), and we wish you the best possible success in your activities as an independent Team Partner of Nature Resources Holding LTD, P.O. Box 4342, Road Town Tortola, British Virgin Islands (hereinafter: NATURE RESOURCES) and especially a lot of enjoyment selling our goods. Paramount while distributing our Goods and when interacting with customers is customer friendliness and security, reliability, fairness in mutual working relationships as well as in the area of network marketing or any other direct sales, in addition to legal compliance and common decency.

Ethical Rules for Customer Interaction

•   Our Team Partners shall impart honest and sincere advice to their Team Partners and shall clarify any potential misunderstandings about goods, the business opportunity, or other statements made during a consultation.

Ethical Rules for Team Partner Interaction

•   Team Partners will always treat each other fairly and respectfully. The aforementioned also applies to the interaction with Team Partners of competitors, or of other network marketing companies, or of any other direct sales companies.

Ethical Rules for Interacting with Other Companies

•   The Team Partners of NATURE RESOURCES will always interact fairly and honestly with competitors, other network marketing companies, or any other direct sales companies.

Now that we have covered our company’s ethical rules, we would like to make you familiar with the General Terms and Conditions of Contract for Partners of NATURE RESOURCES.

1. Scope of Application

(1)  The General Terms and Conditions of Contract stipulated below, are an integral part of every contractual partner agreement between Nature Resources Holding LTD, P.O. Box 4342, Road Town Tortola, British Virgin Islands, email support@natureresources.io (hereinafter: NATURE RESOURCES) and the independent and autonomous contractual partner (hereinafter: Team Partner). The Contract is intended as the foundation of a mutually fair and successful business relationship.

(2) NATURE RESOURCES provides its services exclusively on the basis of the present Terms and Conditions.

2. Subject Matter of the Contract

(1) NATURE RESOURCES is a company that markets and sells high quality cannabis distillate as well as cannabis isolate as raw material (hereinafter: Goods), which are stored in Tennessee, USA. Team Partner shall act as an agent for the Goods, meaning that brokerage of the Goods forms the foundation of the business dealings for a Team Partner. For this service, it is not required that Team Partner incur financial expenses, purchases/acquires a minimum amount of Goods, invests in other Services of NATURE RESOURCES, or recruits another Team Partner. The only requirement is registration. The Team Partner shall receive an appropriate commission in line with successful brokerage of the Goods.

(2) In addition, the possibility—but not the obligation—exists to recruit other Team Partners. For this endeavor, the recruiting Team Partner shall receive an appropriate commission on the product sales of the recruited Team Partner, upon reaching the required qualification. However, no commission shall be paid for recruitment. The commission, as well as the payment method, shall be based on the Compensation Plan in effect at that particular time.

(3) NATURE RESOURCES provides the successfully registered Team Partner with appropriate training and personalized promotion tools, in addition to an online back office, a landing page, and the required right of use, according to Section 6 (1). The aforementioned shall allow the Team Partner, among other things, access to an up-to-date and comprehensive overview of their generated sales, provision claims, invoices, as well as Team Partner and downline developments. From an own purchase with a minimum order value of US$100, the company provides the Team Partner with their own online store.

3. General Conditions for Conclusion of Contract

(1) A contract may be concluded with corporations, partnerships, or with natural persons who are an entrepreneur of legal age, in possession of a valid business license (e.g., a trade license). It is not permitted to conclude a contract with a consumer. Only one application for Team Partner will be considered per natural person, partnership (e.g., Partnership under the Civil Code, General Partnership, Private Limited Partnership), or corporation (e.g., Joint Venture, Private Limited Company, Limited Company). Likewise, a natural person is not permitted to submit an additional application as part of a partnership, a corporation, or otherwise indirectly register multiple times.

(2) In the event that a corporation submits a Team Partner application, a copy needs to be provided of the corresponding Certificate of Registration, and the Sales Tax Identification Number and, if not available, the tax number. All partners and, if applicable, partners of the partners, provided that one of the partners is also a corporation or a partnership, must be mentioned by name, be of legal age, and sign the application. The partners are, at any one time, personally liable vis-à-vis NATURE RESOURCES for the conduct of the corporation.

(3) Business Partnerships are required to provide, if available, a copy of the corresponding Certificate of Registration as well as the Sales Tax Identification Number. All partners and, if applicable, partners of the partners, provided that one of the partners is also a corporation or a partnership, must be mentioned by name, be of legal age, and sign the application.  The partners are, at any one time, personally liable vis-à-vis NATURE RESOURCES for the conduct of the partnership.

(4) Any purchase order forms, if these are used, shall be considered a component of the Contract.

(5) The Team Partner can register online to be considered as eligible to work with NATURE RESOURCES. For said registration, Team Partner is obliged to complete the Team Partner Application completely and properly, before submitting the Application to NATURE RESOURCES in the manner outlined. Team Partner acknowledges to have read and accepted these General Terms and Conditions of Contract; in case of an online registration by way of checking all the required boxes and, in case of an offline registration by means of placing their signature at the bottom of the Team Partner Application.

(6) NATURE RESOURCES reserves the right to reject Team Partner Applications at its own

discretion and without the need for any justification.

(7) In the event of a violation of the provisions outlined in Paragraphs (1) to (3), and (5), phrase 2, NATURE RESOURCES reserves the right to terminate the Team Partner Contract without prior warning. Moreover, NATURE RESOURCES expressly reserves the right to assert further claims for damages in the event of termination without notice.

4. Status of Team Partner as an Entrepreneur

(1) The Team Partner shall act as an independent and autonomous entrepreneur. Both Parties are in agreement that the Team Partner initially works part-time. The Team Partner is neither an employee, nor a sales representative, franchisee, or a broker of NATURE RESOURCES. There are no sales targets, obligatory purchases, or other operational obligations. However, should the Team Partner fail to meet the required customer sales, as outlined in the Marketing Plan, they shall not be able to claim a commission. The Team Partner receives, excluding these contractual obligations, no direction or guidance from NATURE RESOURCES, and is solely responsible for the entrepreneurial risk of their business activities, including the obligation to bear all of their business expenses. The Team Partner shall operate and conduct their business, where required, as a prudent businessperson, which includes, insofar as necessary, the proper management of their own offices or workplace.

(2) The Team Partner, as an independent entrepreneur, is solely responsible for compliance with the relevant statutory provisions, including all tax and social legislation requirements. In this respect, the Team Partner assures that all earned commissions related to its activities for NATURE RESOURCES shall be duly taxed at the Team Partner’s domicile. NATURE RESOURCES reserves the right to deduct from the agreed commission the respective amount for taxes and duties, or to claim damages or reimbursement of expenses accrued as a consequence of a violation of the aforementioned provisions, except when Team Partner is not responsible for the damage or expenditure. No social security contributions shall be made by NATURE RESOURCES on behalf of the Team Partner.

5. Voluntary Contractual Revocation Policy

Because you register with NATURE RESOURCES as an entrepreneur and not as a consumer, you are not entitled to a statutory right of revocation. Nevertheless, NATURE RESOURCES grants you the following voluntary 14-day right of contractual revocation.

Voluntary Right of Revocation

You may revoke the present Contract Declaration in writing (by letter or by email), which shall be sent within 14 days to the address or the email address referred to in Section (1) and without the need to indicate any reason. The revocation term initiates with the submission of the Team Partner Contract. The timely dispatch of the revocation (date of postmark or email) shall be deemed sufficient for compliance with the revocation term.

Consequences of Revocation

Following the revocation of their former position, the Team Partner may use a different sponsor to register afresh with NATURE RESOURCES, provided that six months have passed since the revocation of the former position of the Team Partner, and that the revoking Team Partner has not performed any activities in the meantime for NATURE RESOURCES.

6. Use of Back Office and Landing Page

(1) Through its registration, the Team Partner acquires, for a fee, the right to use the provided back office and landing page (including the sales funnel and telegram agent/bot).

(2) The right of use for the provided back office and landing page is a simple, non-transferable right of use related specifically to the back office. The Team Partner does not have the right to modify, edit, or otherwise change the back office, nor the right to grant sublicenses.

7. Team Partner Obligations

(2) The Team Partner is obliged to protect their passwords and login credentials against access by third parties, and to immediately inform NATURE RESOURCES of any changes in their contractual data.

(2) The Team Partner is prohibited from violating the Competition Law, the rights of NATURE RESOURCES, their team partners, affiliated companies, or other third parties, in the course of its activities, as well as to harass third parties or otherwise infringe on any applicable law. The following also applies, in particular, to the prohibition of illegal telephone marketing and sending unsolicited and unauthorized marketing emails, marketing faxes, or marketing text messages (spam), in addition to social media spam or any other unauthorized message output.

(3) Specific Advertising Guidelines

(a) Under no circumstances may the Team Partner include any untrue, misleading, or strongly exaggerated statements about their earnings or the income opportunities at NATURE RESOURCES on their marketing material. In addition, the Team Partner will undertake to inform any potential partners during the introductory talks that an income can only be realized through intensive and consistent work.

(b) Sales and marketing proceedings shall not be presented as commissions in the sense of a “reward” or other commission in relation to the mere recruitment of a new Team Partner, nor may any other presentations create the appearance that the offered sales system is an unlawful sales system, such as an illegal progressive snowball system, a pyramid scheme, or any other fraudulent sales system. It may not appear as though the purchase of goods is necessary for the Team Partner to become involved with NATURE RESOURCES.

•   (c) Sales and marketing actions may not be aimed at underage or commercially inexperienced people and shall, under no circumstances, exploit their age, illness, or limited understanding in order to persuade the customer to sign a contract. While interacting with socially disadvantaged or foreign-language population groups, Team Partners will take heed of their financial capacity, including the scope of their understanding and linguistic comprehension skills and, in particular, refrain from any actions that may lead to members of such groups to place orders that are not in line with their circumstances.

(d) Prohibited are any sales and marketing activities that are inappropriate, illegal, or unsafe and will put unreasonable pressure on the customer.

(e) Team partners shall only refer the customer to letters of recommendation, test results, or other people for business purposes when said sources have been authorized by the provider as well as by NATURE RESOURCES. The sources must be accurate and not outdated. In addition, recommendation letters, tests, and personal references must always be related to the intended purpose.

(f) The customer shall not be enticed to purchase products by unreliable and/or misleading promises, or by promises of special advantages when said advantages are tied to uncertain future success. Team Partners shall refrain from actions that could lead to the customer accepting the offer only to do the provider a personal favor, to end an unwanted conversation, to enjoy an advantage that is not related to the offer, or to show gratitude for being granted such an advantage.

(g) A Team Partner may not claim that the Compensation Plan or the Goods of NATURE RESOURCES are approved, authorized, or supported by governmental authorities, or classified as legally secure by a law firm.

(h) Only such marketing material may be used that is offered directly by NATURE RESOURCES, either on the website or in the back office or elsewhere. While engaged with business and marketing activities, the only permitted statements about Goods are those that have been officially approved by NATURE RESOURCES and/or are presented in the official marketing material of NATURE RESOURCES.

(i) Any statements or references that directly or indirectly represent or describe the Goods of NATURE RESOURCES as illegal drugs, intoxicants, or otherwise intoxicating, are prohibited.

(4) NATURE RESOURCES provides its Team Partners with tested marketing materials. The use, production, and distribution of the Team Partner’s own websites (NATURE RESOURCES provides Team Partners with a landing page on which the goods may be sold), sales documents, sales concepts, adverts in newspapers or magazines, their own product brochures, video content, TV commercials, audio content, the creation of own websites including professional business appearances on social media, or other independently created sales or advertising means, as well as the modification of the landing page that is provided to the Team Partner, is only permitted after prior express consent by NATURE RESOURCES, given in writing or by email and at the discretion of NATURE RESOURCES.

(4a) In the event that Team Partner advertises the Goods of NATURE RESOURCES on other Internet media, such as social networks (Facebook, YouTube, Twitter, or

Instagram), online blogs, or chat rooms (e.g., WhatsApp or Snapchat), they shall exclusively use the official marketing statements of NATURE RESOURCES and must make themselves easily recognizable by using their full name (anonymous postings or postings using a pseudonym are prohibited). Team Partners may, under no circumstances, advertise for recruitment at NATURE RESOURCES as an employee or similar, and may only conduct social media advertising within the context of their own private social media channels on an incidental and additional basis. They may not engage in professional appearances or create their own on social media without prior consent. Before launching their own social media presence and/or channel, the Team Partner is obliged to send the social media presence and/or channel by email to support@natureresources.io for assessment and prior consent by NATURE RESOURCES, given either in writing or by email. The Goods may only be sold via the official landing page of the Team Partner. The Team Partner is obliged to provide a link to this landing page on their social media presence and/or channel.

(4b) Team Partners are not allowed to use online classifieds (including Craigslist) to market and/or sell the Goods and other services of NATURE RESOURCES. Online classifieds (including Craigslist) can, however, be used by the Team Partner to introduce themselves as an “independent NATURE RESOURCES Team Partner.”

(4c) Team Partners are allowed to place web banners on a website, provided they use the templates and images that have been reviewed and approved by NATURE RESOURCES, and that they adhere to the contractual and legal requirements (in particular, the prohibition of income statements and claims of healing). All web banners must be linked to the website of the Team Partner.

(4d) Both sponsored links and pay-per-click (PPC) advertising are allowed. The target URL must navigate to the landing page of the Team Partner. The displayed URL must likewise navigate to the landing page of the Team Partner. No content may be used that is contrary to the Contract, misleading, or otherwise illegal.

(5) The Goods of NATURE RESOURCES may be sold revocably within the limits of the applicable law, in private discussion, at online networking events, and/or in online conferences of the Team Partner and, moreover, on the landing page or via the official online store of NATURE RESOURCES. The Goods of NATURE RESOURCES may not be sold on private web pages and other points of sale, in particular, large general stores (such as supermarkets, discount stores, or shopping chains) or restaurants, on internet trading platforms like, for instance, eBay and Amazon, on TV sales shows, via telemarketing, teletext marketing, or similar sales canals. However, they may be offered on the aforementioned sites.

(6) The Team Partner is prohibited to sell or otherwise distribute their own marketing or sales documents to/among other Team Partners at NATURE RESOURCES, this includes training or lead generation tools, other third-party goods, or the selling or other kind of distribution of services related to the business of NATURE RESOURCES.

(7) Following written consent from NATURE RESOURCES, the Team Partners may present the Goods at trade shows and exhibition.

(8) In the course of their business transactions, the Team Partner may not give the impression that they act on the behalf of, or in the name of, NATURE RESOURCES. Rather, they are obliged to introduce themselves as an “independent NATURE RESOURCES Team Partner.” Websites, letterhead, business cards, car graphics as well as advertising and marketing material, and suchlike must feature the addendum “independent NATURE RESOURCES Team Partner” and may not include the NATURE RESOURCES trademark and/or the brands, work title, proprietary names, and other trademarks of NATURE RESOURCES without prior express written consent. Furthermore, the Team Partner is prohibited to apply for and take out loans, incur expenditures, enter into obligations, open bank accounts for, or in the interest of, or on behalf of the company, conclude other contracts, or otherwise make binding declarations of intent in the name of NATURE RESOURCES. The Team Partner is neither granted a power of attorney for collection, nor a power of attorney to represent NATURE RESOURCES to third parties. Similarly, the team partner is not responsible for the fulfillment of the obligation arising from a brokered transaction.

(9) The Team Partner is not authorized to refer to brands of fellow competitors in a negative, derogatory, or otherwise unlawful way in the course of their business dealings, or to refer to other corporations in a negative or derogatory way, or to poach Team Partners by means of negative, derogatory, or otherwise unlawful criticism.

(10) All presentation, marketing, training, and video material, product labels, etc. (including photos) of NATURE RESOURCES, are protected by copyright. Without prior express written consent of NATURE RESOURCES, and in light of the right of use granted by the contract, they may not be reproduced, distributed, made publicly available, or modified by the Team Partner, either in whole or in part.

(11) The use of the NATURE RESOURCES trademark and/or brands, work titles, product names, business designations, and any other trademarks of NATURE RESOURCES is not permitted beyond the use of marketing materials provided by NATURE RESOURCES. This is also the case for the registration of internet domains. NATURE RESOURCES can demand that internet domains using the name NATURE RESOURCES and/or the brands, work titles, product names, business designations, and other trademarks of NATURE RESOURCES, are either terminated and/or transferred to NATURE RESOURCES. In the event of a transfer, the net acquisition costs of the provider, excluding any other costs, a license, or other compensation for the domain, shall be borne by NATURE RESOURCES. Moreover, it is prohibited to register own trademarks, work titles, or other proprietary rights that, where applicable, contain the trademark, product name, work title, or business designation of NATURE RESOURCES as registered or otherwise protected in another country/territory. The aforementioned prohibition applies to both identical and similar signs or goods. Where so-called search engine marketing (e.g., Google AdWords), sponsored link advertising, online advertising, or similar online marketing operations are concerned, it is prohibited to use the trademark, brand, work title, or other proprietary rights of NATURE RESOURCES. Lastly, it is also prohibited to refill and or repackage the Goods of NATURE RESOURCES.

(12) Following the revocation of their former position, a Team Partner may use a different sponsor to register afresh with NATURE RESOURCES, provided that six months have passed since the revocation for the former position of the Team Partner, and that the revoking Team Partner has not performed any activities in the meantime for NATURE RESOURCES.

(13) The Team Partner is not allowed to respond to press inquiries concerning NATURE RESOURCES, its Goods, the NATURE RESOURCES Compensation Plan, or other Services of NATURE RESOURCES. The Team Partner is obliged to immediately forward all press inquiries to NATURE RESOURCES, using the following email address: support@natureresources.io.

(14) The Team Partner undertakes, insofar as possible, to ensure the customer data obtained through sales performance will exclusively be used in the context of their activity for NATURE RESOURCES and, in particular, won’t be passed onto/used by other third parties, or for the services of third parties.

(15) The Team Partner may only promote and sell services for NATURE RESOURCES, or recruit new Team Partners, in those states that have been officially opened by NATURE RESOURCES. It is not permitted to act as a NATURE RESOURCES branch, importer or exporter, or similar in a state, or to establish corresponding business enterprises.

(16) It is not allowed to use toll phone numbers for the purpose of marketing the activities or products of NATURE RESOURCES.

(17) The Team Partner is obliged to immediately and truthfully report to NATURE RESOURCES any violations of the rules defined in the present General Terms and Conditions of Contract, in addition to any violations of the NATURE RESOURCES Code of Conduct as well as any other Provisions of the Company.

(18) Customer inquiries or complaints of any kind about the Goods, Service, or the Compensation Plan of NATURE RESOURCES are to be passed on NATURE RESOURCES immediately via the following email address: support@natureresources.io.

8. Non-competition Clause, Poaching

(1) The Team Partner is allowed to sell goods and/or services for other companies, including marketing companies or other direct sales companies, even when they are competitors.

(2) Notwithstanding the permission outlined in Paragraph (1), the Team Partner is not allowed to distribute products or services of other companies as well as advertising material and comparable content for the operation of the NATURE RESOURCES business to the other Team Partners at NATURE RESOURCES.

(3) If Team Partners are actively involved with more companies, including network marketing companies or other direct sales companies, they are obliged to organize the respective activities (in conjunction with the respective downline) in such a way that any connection or confusion with the activity for the other company is avoided. In particular, the Team Partner may not offer products that bear no relation to NATURE RESOURCES at the same time, in the same location, in close proximity, or on the same website, Facebook site, or any other social media platform or Internet platform as NATURE RESOURCES products.

(4) In addition, the Team Partner is expressly forbidden to poach Team Partners of NATURE RESOURCES for the distribution of other products.

(5) The Team Partner is also prohibited from violating other Team Partner or Distribution Agreements that have been concluded with other companies and whose clauses still have effect, by entering into a Team Partner Contract.

9. Non-disclosure

The Team Partner is to maintain absolute secrecy about the business and trade secrets of NATURE RESOURCES and their configuration. The business and trade secrets, in addition to the proprietary rights of NATURE RESOURCES, include information related to the downline activities and placements, the downline genealogy and information contained therein, any Team Partner, customer, and contractual partner data, along with information about the business relationships of NATURE RESOURCES and its affiliated companies, and any other providers and suppliers. This obligation continues after the termination of the Team Partner Contract.

10. Team Partner Protection / No Territory Protection

(1) The active Team Partner who, for the first time, acquires a new Team Partner for the distribution of NATURE RESOURCES products will be assigned said new Team Partner for integration into their organization, in accordance with the Compensation Plan and the placement requirements set forth therein (Team Partner Protection), whereby the submission date and time of the new Team Partner’s registration request at NATURE RESOURCES shall apply to the allocation. The “appointed position” of a directly or indirectly sponsored partner cannot be modified.

(2) NATURE RESOURCES reserves the right to delete all personal data, including the email address of a sponsored Team Partner from its system, when mailshots, letters, or emails are returned with notes such as “moved,” “passed,” “rejected,” “unknown recipient,” etc., and the newly acquired Team Partner or the sponsor don’t correct the incorrect data of the newly acquired Team Partner within a reasonable period of 14 days. In the event that NATURE RESOURCES has incurred costs because of the undelivered mailshots and parcels, it reserves the right to reclaim these costs, unless there was no fault involved with the unsuccessful delivery.

(3) Furthermore, cross sponsoring within the company, or any attempt thereto, is not allowed. Cross-line sponsoring is defined as acquiring a natural person, corporation, or a partnership that is already a Team Partner in another distribution channel at NATURE RESOURCES, or was contractually involved as a Team Partner within the last 12 months. In addition, it is prohibited to use the name of (a) spouse, relative, businesses, corporations, partnerships, trust companies, or other third parties in order to bypass this provision.

(4) Any manipulation of the bonuses is prohibited. This includes sponsoring Team Partners who do not perform any actual business activities for NATURE RESOURCES (so-called straw men), who do not exist, and multiple registrations, either overt or concealed. Moreover, it is prohibited to use the name of a spouse, relative, businesses, corporations, partnerships, trust companies, or other third parties in order to bypass this provision. In addition, it is not allowed to arrange the sale or purchase of Goods by Team Partners, customers, or other third parties in order to gain a better position in the Compensation Plan, to manipulate the group bonus, allocate new Team Partners and/or customers to other Team Partners, or otherwise engage in bonus manipulation.

(5) The Team Partner is not entitled to territorial protection.

11. Written Warning, Contractual Penalty, Damages, Release from Liability

(1) In the event of a first violation of the Team Partner obligations as defined in Section 7, a written warning shall be sent by NATURE RESOURCES that specifies a deadline of 10 days to remedy the violation of duty. The Team Partner is obliged to reimburse any potential costs related to the warning and, in particular, the incurred legal fees.

(2) Express reference is made to Section 16, Paragraph (2), according to which NATURE RESOURCES is entitled to extraordinary termination without prior warning in the event of a violation of the obligations defined in Sections 8, 9, and 10, Paragraphs (3) and (4), Section 18, Paragraph (2), and Section 19, as well as in the event of a particularly serious breach of obligations as stipulated in Section 7, or any other applicable contractual or statutory law, but is also entitled, at its own discretion, to take measures in line with Section 11, Paragraph (1) in the case of a first-time violation of obligations. Notwithstanding the immediate extraordinary right of termination as defined in Section 16, Paragraph (2), NATURE RESOURCES has the right, in individual cases and at its own discretion, if one of the aforementioned violations of obligation occurs, to issue a warning within the meaning of Paragraph (1), prior to issuing an extraordinary termination notice, and with a shortened remedial period.

(3) If, once the remedial period indicated in the warning letter has ended, the violation is repeated or a similar violation occurs, or if the original violation has not been remedied, a contractual penalty shall immediately become due, stipulated at the discretion of NATURE RESOURCES and, in the event of a dispute, reviewed by the competent Court. The Team Partner is obliged to reimburse any further legal fees incurred for the enforcement of the contractual penalty.

(4) Notwithstanding the forfeited contractual penalty, the Team Partner shall also be liable for all damages incurred by NATURE RESOURCES as a result of Team Partner’s breach of duty, unless the Team Partner is not responsible for the violation.

(5) The Team Partner shall indemnify NATURE RESOURCES from and against any and all liability in the event of a claim by a third party, based on a violation of any of the contractual obligations or any other violation of applicable law by the Team Partner, upon the first request by NATURE RESOURCES. The Team Partner undertakes in this respect to bear all costs, notably attorney’s fees, court costs, and costs for damages that were incurred by NATURE RESOURCES as a consequence of the violation of obligations.

12. Amendments of Prices and Commissions

NATURE RESOURCES reserves the right to, in particular with regard to changes in market conditions and/or licensing structure, amend the prices to be paid by the Team Partner or the commissions allocated to services, the Compensation Plan, or the User Fee at the start of a new billing period. NATURE RESOURCES will inform the Team Partner of the amendments with a reasonable notice before the amendments are introduced. Price increases of more than 5%, or changes to the Compensation Plan at the expense of the Team Partner, provide Team Partner with the right to object to the change. If the amended conditions are not objected to within a month after the announcement, they shall become contractual components. No disclosure is required for amendments known at the time of conclusion of the Team Partner Contract and the Team Partner shall have no right to object in this case. In the event of an objection, NATURE RESOURCES shall be entitled to exercise extraordinary termination of the contract at the time that the amended or additional terms and conditions are to enter into force.

13. Advertising Material, Grants

All complementary advertising material and other grants of NATURE RESOURCES can be withdrawn at any time with future effect.

14. Compensation, Commissions, and Billing

(1) As a compensation for successful brokerage and its activities, the Team Partner receives commissions as well as other remunerations upon reaching the required qualification that, including the respective qualification requirement, arise from the NATURE RESOURCES Compensation Plan. All commission claims are derived from the respective applicable Compensation Plan, which the Team Partner can access in the back office, where it is also available to view at any time. By payment of the remuneration, all costs borne by the Team Partner for the maintenance and running of their business are covered insofar as they are not separately contractually agreed. According to the common will of the parties, payment of commissions shall initially be made exclusively in the cryptocurrency indicated in the back office, which the Team Partner expressly acknowledges as an integral part of the Contract upon conclusion of the present Contract.

(2) A successful brokerage in the sense of Paragraph (1) of the present Contract, is only applicable when the contractual relationship between the customer and NATURE RESOURCES has come into effect. In addition, a remuneration claim can only take place when the payment due by the customer is credited to the crypto wallet of NATURE RESOURCES, and once all other disbursement conditions have been met.

(3) A commission claim shall not take place when;

a.) the customer exercises their right of revocation;

b.) the Contract is legally contested by the customer;

c.) the sales order has come about illegally;

d.) NATURE RESOURCES refuses to accept the Contract; and

e.) faulty or incomplete customer orders have been submitted.

In addition, in the event of fraudulent brokerage as a result of fraudulent or abusive actions by the customer, the Team Partner or their assistants may not make a commission claim.

(4) In the event of a first commission payment to the Team Partner, NATURE RESOURCES reserves the right to request proof of identity, address, and business registration (e.g., submission of the trade license). Proof of business registration, identity, and address can, at the choice of NATURE RESOURCES, be accomplished by sending a copy of the trade license and passport or driving license, supported by an up-to-date electricity, gas, water, or other consumption bill, or, if necessary, another registration certificate (not older than one month), to the specified email address within two weeks after the initial request. In the case of legal entities, partnerships, or registered traders, proof of identification of the person responsible (e.g., managing director or general partner) and, provided that an entry into the Commercial Register has been made, a copy of the Certificate of Registration (not older than one month) has to be submitted. Furthermore, the Team Partner must provide their bank details in order to proceed with the first commission payment.

(5) The Team Partner will initially be managed as a small business owner at NATURE RESOURCES. Team Partner shall, along with a reference to their Sales Tax Identification Number, immediately inform NATURE RESOURCES when they become eligible to pay sales tax (also known as Value Added Tax) based on their commercial activities, or when they exceed the limits of a small business.

(6) Team Partner commissions are credited as follows: Direct and Fast Start bonuses on an immediate basis, Unilever and World bonuses on a monthly basis. The credit will be added to the crypto wallet specified by the Team Partner. External crypto wallets are not eligible.

(7) The Contractual Partners agree that no claims shall exist above the commission on which this Contract is based, nor can they be claimed. The commission amounts to sufficient compensation for all Team Partner expenses, in particular total travel costs, fees, office bills, telephone bills, or other marketing material expenses as well as any other costs related to fulfillment of the Contract. The remuneration corresponding to (1) of this Contract, is sufficient compensation for the services provided by the Team Partner including, in particular, the production and maintenance of Team Partner stock and the customer’s stock, as well as the resulting future market potential, it also constitutes the basis of an interim payment so that, in the event of a Termination of Contract, regardless by which party or for what reason, no severance payments and/or compensation claims, irrespective of the legal reason, are to be made by NATURE RESOURCES. Express reference is made to Section 16, Paragraph (5).

(8) NATURE RESOURCES is entitled to assert the right of retention within the context of the legal requirements. Furthermore, NATURE RESOURCES is entitled to assert the right of retention when, in the event of a commission payment, not all the contractually or legally required documents have been submitted before the first payment. In case NATURE RESOURCES exercises the right of retention on commission payments, it is understood that the Team Partner is not entitled to claim interest for the period of the commission retention.

(9) NATURE RESOURCES is entitled to settle receivables due by the Team Partner by deducting such receivables in whole or in part from commission claims. The Team Partner shall be entitled to settle, if the counterclaims are undisputed or against which no legal recourse is possible.

(10) Assignments and pledges of Team Partner claims arising from the Team Partner Contract are not permitted, unless otherwise required by mandatory law. Contract encumbrance with the rights of third parties is not permitted, unless otherwise required by mandatory law.

(11) The Team Partner will review the issued settlements without delay and immediately raise any potential objections with NATURE RESOURCES. All commission claims arise from the respectively applicable Compensation Plan, which can be accessed by the Team Partner in the back office, where it is also available to view at any time. NATURE RESOURCES is to be informed by writing within 60 days from the payment of any faulty commissions, bonuses, or other payments. After this date, the commissions, bonuses, or other payments shall be deemed approved.

(12) The commissions will be paid in consideration of NATURE RESOURCES payment methods. NATURE RESOURCES reserves the right to pay out commissions starting at a total amount of US$10. In the event that the minimum amount is not met, the commission claims shall be continued on the clearing account maintained at NATURE RESOURCES for the Team Partner, and shall be credited to Team Partner’s crypto wallet after the minimum amount has been reached.

15. Team Partner Blocking

(1) In the event that the Team Partner does not provide the necessary proof within 30 days after having been informed of the documents required for payment of remuneration, commission advances, or other payments, NATURE RESOURCES is entitled to temporarily block the Team Partner in the NATURE RESOURCES system, until such time as the required documentation is submitted. The duration of the blocking does not entitle the Team Partner to extraordinary termination and shall not bring about a repayment claim of the already paid Starter Set, or any other claim for damages, except when the Team Partner isn’t responsible for the block.

(2) For each warning letter after issuance of the block related to missing documentation by proxy, within the context of (1), NATURE RESOURCES is entitled to compensation for the costs necessary for said reminders.

(3) Remunerations or commission advances or any other payments that, based on the aforementioned reasons, cannot be paid, will be expensed as non-interest-bearing provisions, and shall become time-barred at the latest within the statutory limitation periods.

(4) Irrespective of the reasons for blocking defined in Paragraph (1), NATURE RESOURCES reserves the right of blocking for an important reason. In particular, NATURE RESOURCES reserves the right to block the access of Team Partner to the back office and any other system of NATURE RESOURCES, without complying to a deadline, in case the Team Partner violates the obligations stipulated in Sections 7 – 9 and 10, Paragraphs 3 and 4, as well as Section 14, Paragraph (4), Section 18, Paragraph (2), and Section 19, or any other applicable law. The Team Partner shall remain blocked until the breach of obligation has been remedied following a corresponding warning from NATURE RESOURCES. Where a serious violation is concerned, leading to extraordinary termination of the contractual relationship, the block shall not be lifted.

16. Contract Duration, Contract Termination

(1) The Team Partner contract is initially concluded for a minimum term of 12 months. The contract shall automatically be extended for another term of 12 months, unless it has been terminated in writing by either one party, with one month’s notice before end of contract. Notwithstanding, the Team Partner is permitted to terminate the Team Partner Contract at any time within the term of 12 months, with the appropriate notice period of one full month before month-end.

(2) Irrespective of the reason for termination in (1), both parties are entitled to extraordinarily terminate the Team Partner Contract for good cause. An important reason for termination by NATURE RESOURCES is a violation of one of the obligations defined in Section 7, where the Team Partner does not uphold its obligation to remedy the violation within the agreed time limit, as outlined in Section 11, Paragraph (1) or, after the violation of duty has been remedied, the same or a comparable violation occurs again at a later point in time. In case of a violation of the obligations stipulated in Sections 8, 9, 10, Paragraphs (3) and (4), 18, Paragraph (3), or 19, as well as where it concerns a serious violation of any of the obligations in Section 7 or any other applicable contractual or statutory law, NATURE RESOURCES is entitled to an extraordinary termination without prior warning. Moreover, each party is entitled to grounds for an extraordinary termination if insolvency proceedings have been opened against the other party, or the proceedings have not been opened due to lack of assets, or the other party is otherwise insolvent, or the other party has submitted an affidavit of insolvency in the course of enforcement proceedings. The right to extraordinary termination exists irrespective of any further claims.

(3) In addition, NATURE RESOURCES is entitled to extraordinary termination of the Team Partner Contract if, no later than six months after registration, the Team Partner has not taken the required actions as defined in Section 14, Paragraph (4). However, NATURE RESOURCES shall announce the imminent account deletion to the Team Partner via email (using the email address stored in the system) or in its back office, 15 days prior to enforcement, allowing the Team Partner to perform the required actions within said term of 15 days.

(3) After Contract termination under observance of the notice period, a new Contract may be concluded after a term of at least six months.

(4) After the Contract has been terminated, the Team Partner shall no longer be entitled to claim for any commissions. This is not the case for contracts that, at this point in time, have already been successfully brokered—the right to these commissions shall remain unaffected. Furthermore, the Team Partner shall no longer be entitled to sales agent indemnification payment claims after the contract has been terminated, because the Team Partner is not a sales agent in accordance with Section 4, Paragraph (1) anymore.

(6) Terminations are only accepted in writing. However, Contract termination under observance of the notice period can also be carried out via email, as long as the name, the address, and the ID number of the Team Partner are included.

(7) If a Team Partner simultaneously claims other services from NATURE RESOURCES that are independent of the Team Partner Contract, these services shall remain unaffected by the termination of the Team Partner Contract unless the Team Partner, upon giving notice of termination, expressly requests their termination. In the event that the former Team Partner continues to purchase services from NATURE RESOURCES after termination of Contract, they will be considered a regular customer.

17. Data Protection Obligations of the Team Partner

The Team Partner is prohibited from storing, using, or forwarding the personal or customer-specific data of the end customer to third parties beyond the limits of the contractual rights and/or specifications.

18. Transfer of the Business or of the Sponsored Structure to Third Parties / Death of Team Partner

(1) NATURE RESOURCES can transfer your business in whole or in part, or individual assets, to third parties at any time, provided that the acquirer complies with the applicable law.

(2) If a new Team Partner, registered as a corporation or a partnership, wants to recruit a new Partner, this shall be possible up to a surrender of 20% of the shares in the company, provided that the former shareholders, who originally applied for contractual partnership, also remain shareholders. In the event that a shareholder wishes to withdraw from the corporation or partnership registered as a Team Partner, or the shares of one or more shareholders at the value of more than 20% are to be transferred to third parties, said actions will only be permitted after prior written consent and at the discretion of NATURE RESOURCES, provided they are in compliance with the conditions of this Contract and the required written application has been submitted along with, if so specified, the corresponding notarial deed. NATURE RESOURCES charges an appropriate administrative fee for the processing of the aforementioned application. If the aforementioned requirements are not met, NATURE RESOURCES reserves the right to the extraordinary termination of Contract of the corporation or partnership registered as a Team Partner.

(3) The Team Partner is permitted to transfer their sales structure, provided they are active within the scope of the Compensation Plan. It is required that NATURE RESOURCES has granted prior written consent, in addition to the upline of the Team Partner and the conclusion of a Purchase and/or Transfer Agreement with the third party, as well as a submission of a Team Partner Application by the third party to NATURE RESOURCES, unless NATURE RESOURCES has exercised its right of first refusal. The sales structure can only be transferred to people who are not Team Partners of NATURE RESOURCES at the time of transfer, nor have been in the previous six months and who have not been given an extraordinary notice of termination by NATURE RESOURCES in the previous 18 months. However, a transfer or a purchase of a sales structure is not permitted for Team Partners of NATURE RESOURCES. In case of doubt, the permission granted by NATURE RESOURCES is at their sole entrepreneurial discretion, also when it has not exercised the right of first refusal. The Team Partner undertakes to notify NATURE RESOURCES in writing of its intended transfer of sales structure. After receipt of the written notification, NATURE RESOURCES shall have one month to exercise its right of first refusal. If this is not exercised, the transfer is permitted after approval by NATURE RESOURCES. A sale is only permitted when the business relationship has not been terminated. In case of a termination without notice or a violation of the General Terms and Conditions of the present Contract, the right of the Team Partner to sell its own sales organization ceases, this is also the case when the selling Team Partner still owes money to NATURE RESOURCES, is insolvent, otherwise unable to pay, or is subject to a garnishment. In case a corporation or partnership is registered as a Team Partner, a transfer of sales structure shall only be permitted in compliance with the further conditions of this Contract. NATURE RESOURCES shall charge an appropriate administrative fee for the transfer of said sales structure. Sales promotions for the sales structure are not permitted on offline or online media (this includes social media channels).

(4) The Team Partner Contract ends at the latest with the death of the Team Partner. The Team Partner Contract can be passed on, subject to compliance with the legal requirements. A new Team Partner Contract must be concluded with the heir(s) within six months after the fatality, through which the heir(s) enter into the rights and obligations of the decedent. If the heir(s) or one of the heirs is already registered as a natural person and Team Partner at NATURE RESOURCES, they shall undertake to resign from their previous position in the sales structure, because each natural person can only hold one position in the Marketing Plan or, as long as the requirements provided in Section 18, Paragraph (3) are met, they have to transfer one of the two future sales structures to a third party in accordance with Section 18, Paragraph (3). The fatality must be documented by a Death Certificate. If there is a will containing the inheritance of the Team Partner Contract, a notarized copy of this will must be submitted. Should the six-month term elapse unused, all the contractual rights and obligations shall be transferred to NATURE RESOURCES. By way of exception, the six-month period may be appropriately extended if it is considered by the heir(s) to be unreasonably short.

(5) In the event that a Team Partner wishes to perform its future activity under a different name, through a corporation, a partnership, as a married couple, a registered civil partnership, or for any other reason wishes to operate under a different name in the future, an application must be submitted, whereby NATURE RESOURCES is entitled to reject the application at its sole discretion.

19. Separation/Dissolution

When a married couple or registered civil partners, corporation, or partnership that are/is a registered Team Partner, terminates their partnership internally, only one Team Partner Position will remain after the separation, dissolution, or other termination of one of the aforementioned companies. The separating couple/members/partners shall decide internally, which spouse/member/partner shall continue the contractual partnership, and present their decision to NATURE RESOURCES through a written notice, certified by a notary and signed by both parties, or by presenting a corresponding court order. Should there be an internal dispute about the consequences of the separation, divorce, dissolution, or other termination in relation to the contractual partnership with NATURE RESOURCES and, if such a dispute leads to a neglect of Team Partner obligations, or to a violation of the General Terms and Conditions of the present Contract, to a violation of applicable law, or to an unreasonable burden on the downline or upline, NATURE RESOURCES will be entitled to an  extraordinary termination of Contract.

20. Consent to the Use of Photographic and Audiovisual Material, Use of Recordings of Material and Presentations

(1) Team Partner grants NATURE RESOURCES, free of charge, the right to record or create photographic and/or audiovisual material with its portrait, voice recordings, or statements and quotes, within the context of their position as a Team Partner. In this respect, by submitting the Team Partner Application and by taking note of the General Terms and Conditions of this Contract, the Team Partner expressly gives their consent to use, multiply, and modify their quotes, voice, and/or video recordings.

(2) The Team Partner is not permitted to create audio, video, or other recordings of events sponsored by NATURE RESOURCES, including telephone conferences, speeches or meetings, with the purpose of sale, including personal or professional use. In addition, a Team Partner is not allowed to record, create, or compile audio or video presentations, or recordings of events, speeches, telephone conferences, or meetings without prior written consent of NATURE RESOURCES.

21. Privacy Policy

(1) The Team Partner is prohibited from storing, using, or forwarding the personal or customer-specific data of the end customer to third parties beyond the limits of the contractual rights and/or specifications.

(2) NATURE RESOURCES only collects and uses the data voluntarily transmitted by you within the scope of the statutory provisions. You will find more detailed provisions regarding data protection in the NATURE RESOURCES Privacy Policy.

22. Exclusion of Liability

(2) For damages other than those resulting from injury to life, body, and health, NATURE RESOURCES shall only be liable insofar as these arise from intentional or grossly negligent actions or on culpable violation of an essential contractual obligation (e.g., commission payment) at the fault of NATURE RESOURCES, its employees, or vicarious agents. This also applies to damages from the breach of obligations during contract negotiations as well as performing unlawful acts. Any other liability for compensation is excluded.

(2) The liability, excluding for damages resulting from injury to life, body, and health, or intentional or grossly negligent conduct of NATURE RESOURCES, its employees, or vicarious agents, is limited to the amount foreseeable at the time of Contract conclusion and otherwise to the average damages typical for the Contract.

(3) NATURE RESOURCES isn’t responsible for damages, irrespective what kind, that are caused by loss of data on the server, excluding any intentional or grossly negligent conduct of NATURE RESOURCES, its employees, or vicarious agents.

(4) Team Partner Content that is saved at NATURE RESOURCES is considered foreign information in the context of telemedia law and/or other applicable law.

23. Inclusion of the Compensation Plan

(1) The Compensation Plan of NATURE RESOURCES and the conditions stipulated therein, are also an integral component of the Team Partner Contract. The Team Partner undertakes to comply with these requirements in accordance with the applicable version of the Contract.

(2) Upon sending the application for the conclusion of Team Partnership to NATURE RESOURCES, the Team Partner assures they have taken note of the NATURE RESOURCES Compensation Plan and accept said plan as an integral component of the Contract.

(3) NATURE RESOURCES is entitled to amend the NATURE RESOURCES Compensation Plan at any time. NATURE RESOURCES shall give reasonable notice of any amendments to the Compensation Plan. The Team Partner is entitled to object to modifications of the Compensation Plan. In case of an objection, the Team Partner is entitled to terminate the Contract once the amendment comes into force. If the Team Partner does not terminate the Contract within four weeks after the amendment comes into force, the Team Partner explicitly accepts the amendment.

24. Statute of Limitation

All requirements in this contractual relationship become time-barred for both parties within 12 months, to the extent permitted by law. The limitation period will commence with the maturity of the claim, or at the time the claim arises, or when the claim is recognized. Statutory regulations that enforce longer periods of limitation, remain unaffected.

25. Applicable Law, Place of Jurisdiction

(1) The law at the registered office of NATURE RESOURCES shall apply with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of the state in which the Team Partner has their habitual residence shall remain unaffected.

(2) If the Team Partner is a merchant or corporation under public law, or if their place of residence is unknown at the time of proceedings, the jurisdiction and the place of fulfillment shall be the registered office of NATURE RESOURCES.

 

26. Final Provisions

(1) NATURE RESOURCES is entitled to amend the General Terms and Conditions of Contract at any time. NATURE RESOURCES will provide reasonable notice of any such amendments. The Team Partner is entitled to object to the amendments. In case of an objection, the Team Partner is entitled to terminate the Contract once the amendment comes into force. If the Team Partner does not terminate the Contract within four weeks after the amendment comes into force, the Team Partner explicitly accepts the amendment.

(2) Apart from that, any amendments of or additions to the present General Terms and Conditions of Contract must be made in writing. This shall also apply to the waiver of the written form requirement.

(3) If the present General Terms and Conditions of Contract are translated into another language, resulting in inconsistencies in any of the provisions, the English version shall prevail.

(4) In the event of invalidity or incompleteness of one of the clauses in the present General Terms and Conditions of Contract, the Contract as a whole shall not be considered invalid. Rather, the invalid clause should be replaced by one that comes as close as possible to the intent of the invalid or inexecutable clause. The same should be applied to any potential loopholes in the Contract.

Status of the General Terms and Conditions of Contract: 12/13/2022