DearLife Empower India Private Limited.

Terms and Conditions

TERMS AND CONDITIONS FOR DEARLIFE DISTRIBUTOR

Version: 1.0

Effective Date: 20 July 2026

These Terms and Conditions govern the application, acceptance, appointment, and participation of an applicant as a Dearlife Distributor. By submitting the Distributor Online Application Form and accepting these Terms and Conditions through the prescribed electronic process, the applicant acknowledges and agrees that the Distributor Application Form, these Terms and Conditions, the Dearlife Business Plan, the Dearlife Code of Ethics & Code of Conduct, and all applicable Company policies, procedures, standards, guidelines, manuals, operational documents, programmes, circulars, notifications, official communications, and other documents issued, published, prescribed, or updated by the Company from time to time shall collectively form part of the Dearlife Distributor Contract and shall be binding upon the Distributor, subject to applicable laws.

The terms set out below constitute certain principal terms governing the Dearlife Distributorship and shall be read together with the Dearlife Distributor Contract. The reproduction or non-reproduction of any particular provision, obligation, restriction, policy, procedure, standard, guideline, or requirement in these Terms and Conditions shall not, by itself, exclude or limit the applicability of any provision forming part of the Dearlife Distributor Contract.

Dearlife Code of Ethics & Code of Conduct: View Document

1. DEFINITIONS:

In these Terms and Conditions, unless the context otherwise requires, the following words and phrases shall have the meanings assigned to them below:

"Dearlife” / “Company” means Dearlife Empower India Private Limited, a Company registered under the Companies Act, 2013, having its registered office at Unit No-DCB 332, DLF Cybercity, IDCO Info Park, Chandaka Industrial Estate, Patia, Bhubaneswar, Khordha, Odisha, India, PIN-751024, or at such other registered office address as may be updated, recorded, maintained, or reflected in the Company’s statutory records, official documents, website, or other official communications from time to time in accordance with applicable laws.

"Dearlife Products”/ “Products” means all goods and services, including literature and other support materials made available by Dearlife to its Distributors.

“Dearlife Business” means all rights, obligations, requirements, restrictions, opportunities, and activities relating to the promotion, use, purchase, sale, distribution, and marketing of Dearlife Products and/or services, and participation in the Dearlife Business Plan in accordance with the Company’s policies and applicable laws.

"Distributor" / "Dearlife Distributor" means an independent contractor whose application to become a Dearlife Distributor has been accepted by the Company and to whom a unique Distributor ID has been allotted. A Distributor participates in the Dearlife Business in such independent capacity and is not an employee, agent, partner, franchisee, legal representative, joint venturer, or representative of the Company. Nothing contained in these Terms and Conditions or the Dearlife Distributor Contract shall be construed as creating any employer-employee relationship, partnership, joint venture, agency, franchise, fiduciary relationship, or relationship of principal and agent between the Company and the Distributor. A Distributor shall have no authority to bind, represent, incur obligations on behalf of, or otherwise act for or in the name of the Company except to the extent expressly authorised in writing by the Company. A Distributor may purchase Dearlife Products, participate in the Dearlife Business and Business Plan, and become eligible to sponsor or refer applicants, subject to fulfilment of the applicable policies, qualifications, conditions, and requirements prescribed by the Company and applicable law. Becoming a Distributor is free of charge and does not, by itself, guarantee any income, commission, incentive, reward, or other business benefit.

“Dearlife Distributor Contract” means the agreement between Dearlife and a Distributor comprising the Distributor Application Form, the applicable terms and conditions, the Dearlife Business Plan, the Dearlife Code of Ethics & Code of Conduct, and all applicable Company policies, procedures, standards, guidelines, manuals, operational documents, platforms, systems, programmes, circulars, notifications, official communications, and other documents issued, published, prescribed, or updated by the Company from time to time, together with all applicable laws, rules, regulations, and statutory requirements, as amended from time to time.

“Active Distributor / Active ID” means a Distributor who has completed the applicable KYC requirements prescribed by the Company and whose Distributor ID continues to fulfil such minimum purchase, sales volume, compliance, or other eligibility requirements as may be prescribed by the Company from time to time.

An Active Distributor is expected to actively promote Dearlife products and business opportunity, support the development of his/her business and sales team, participate in Company activities, and remain compliant with the Company’s policies, procedures, and Code of Conduct.

For the purpose of maintaining Active Distributor / Active ID status, a Distributor shall fulfil such minimum purchase, sales volume, or other eligibility requirements through his/her Distributor ID as may be prescribed by the Company from time to time in accordance with applicable laws and Company policies.

“Good Standing” means a Distributor who is not under suspension, termination, deactivation, payment restriction, investigation, or any material disciplinary action by the Company, and who continues to comply with the Company’s applicable policies, Code of Conduct, contractual obligations, and applicable laws. A Distributor shall remain in Good Standing only

so long as he/she continues to satisfy such requirements as may be prescribed by the Company from time to time.

“Dearlife Sales and Marketing Plan”, also referred to as the “Dearlife Business Plan/Business Plan” or “Dearlife Super Wealthy Plan”, means the sales, marketing, and performance incentive plan of Dearlife, which sets out the methods, guidelines, requirements, procedures, policies, and incentive structures under which a Dearlife Distributor may promote Dearlife products and/or services, build and manage his/her business, and earn incentives or rewards with the Company.

The Dearlife Sales and Marketing Plan forms an integral part of the contractual relationship between Dearlife and its Distributors and may be modified, amended, or updated by the Company from time to time, after due consideration and in the best interest of the business and its Distributors.

Sales Volume (SV) is used for determining eligibility for commissions, bonuses, incentives, qualifications, ranks, offers, rewards, recognitions, and other benefits under the Company’s Business Plan and does not represent actual income, profit, retail value, or the price of any product or service.

The applicable Sales Volume (SV) shall be published by the Company through its official Product Price List, Distributor Portal, and/or such other official communication channels as may be determined by the Company from time to time, and may be revised, amended, modified, or updated by the Company at its sole discretion.

"Non-Cash Business Benefits" means any cashback reward points, reward points, coupons, vouchers, product credits, shopping credits, promotional credits, or any other similar non-cash business benefit or entitlement offered by the Company from time to time to Distributors under its Business Plan, promotional programmes, offers, campaigns, or other official policies, procedures, guidelines, or communications, in accordance with applicable law.

Such Non-Cash Business Benefits shall have no cash value unless expressly approved or permitted by the Company in writing or where required under applicable law, and shall be governed by the applicable terms, conditions, validity periods, utilisation requirements, transferability restrictions, and other policies prescribed by the Company from time to time, provided that such terms are consistent with the Business Plan and applicable law.

Unless expressly permitted by the Company, Non-Cash Business Benefits are personal to the eligible Distributor and shall not be transferable, assignable, or redeemable for cash.

“Code of Conduct” means the Dearlife Code of Ethics & Code of Conduct, comprising the rules, standards, requirements, and provisions issued or published by Dearlife from time to time governing the conduct of Dearlife Distributors while engaging in activities relating to the Dearlife Business, whether directly or indirectly.

2. INDEMNITY AND LIABILITY FOR DISTRIBUTOR CONDUCT:

The Dearlife Distributor shall indemnify and keep indemnified Dearlife and its directors, officers, employees, and authorised representatives against all actions, claims, demands, proceedings, penalties, liabilities, losses, damages, costs, charges, and expenses (including reasonable legal costs and expenses) to the extent arising out of or in connection with any

breach, infringement, violation, or non-compliance by the Distributor of any applicable law, regulation, code of practice, contractual obligation, or Company policy in the conduct of the Dearlife Business. Nothing contained herein shall exclude or limit any liability of Dearlife arising from its own acts, omissions, negligence, fraud, wilful misconduct, or any liability that cannot be excluded or limited under applicable law. Dearlife shall not be liable for any loss, cost, damage, expense, liability, or claim suffered or incurred by any Distributor directly or indirectly as a result of any act, omission, representation, statement, or conduct of any other Distributor unless such liability arises due to any act or omission attributable to Dearlife or as otherwise required under applicable law.

3. SIGN-UP AS DEARLIFE DISTRIBUTOR:

(a) Points to remember before signing up as a Dearlife Distributor:

To become a Dearlife Distributor, a person needs to have attained the age of majority under the applicable law.
There is no joining fee to become a Dearlife

There is no mandatory requirement to maintain a specified minimum inventory of Dearlife Products.

There is no compulsory requirement to purchase tickets for, attend, or participate in rallies, seminars, meetings, trainings, or other events organized by Dearlife and/or Dearlife Distributors.

An applicant having a reference from any existing Dearlife Distributor can fill the Online Distributor Application Form, using the Sponsor’s ID and Referral ID. The Distributor can do sign-up either through providing PAN number / General Sign-up. The Applicant is required to fill up the form truthfully and agree to abide by the governing terms and conditions. Thereafter, the mobile number provided by the Applicant will be verified via OTP and on successful verification of the OTP, the Applicant shall receive his/her login credential on the provided mobile number along with the welcome Now the Distributor is eligible to sponsor /refer applicants and place product orders from Dearlife point of sale.

Distributor Verification, Compliance and Eligibility Requirements:
1. Upon completion of the Distributor sign-up process, the Distributor shall be assigned a unique Distributor ID number and access to the Distributor Portal. The Distributor may upload a passport size photograph through the Distributor Portal for the purpose of issuance of the Dearlife Distributor ID Card. The Distributor shall further submit such details, information, documents, declarations, and records as may be prescribed by the Company from time to time for Distributor identification, verification, compliance, communication, and other business requirements.
2. The Distributor shall, through the Distributor Portal, submit such details, information, and documents as may be prescribed by the Company from time to time for PAN verification, KYC verification, bank account verification, GST compliance, regulatory compliance, or any other requirement. Such submissions may be made separately and at different times, as permitted by the Company. All submissions shall be made in accordance with applicable laws, regulations, and Company policies.

All documents, information, and details submitted by the Distributor shall be subject to verification and approval by the Company. The Company may require correction, clarification, resubmission, additional documents, or any further information and shall have the right to approve or reject any submission that does not comply with its requirements, policies, or applicable laws and regulations.

Upon approval of the applicable KYC documents by the Company, the Distributor shall be considered a Verified A Verified Distributor may become eligible for such benefits, activities, qualifications, or statuses as may be prescribed by the Company from time to time, subject to fulfilment of the applicable requirements.
The Company shall transfer sales commissions, incentives, bonuses, or other payments earned by the Distributor to the Distributor’s approved bank account as updated in the Company’s records through such payment modes as may be adopted by the Company from time to time.
For the purpose of receiving any sales commission, incentive, bonus, or other payment, the Distributor shall be required to complete and obtain approval of the applicable KYC and bank account verification requirements prescribed by the Company. The Distributor shall also furnish PAN details, GST details (where applicable), and such other information or documents as may be required under applicable laws, regulations, or Company policies from time to time. The accrual or generation of any sales commission, incentive, bonus, or other payment shall not automatically entitle the Distributor to receive such payment unless the applicable verification, compliance, active status, and other eligibility requirements prescribed by the Company from time to time have been duly fulfilled and

If a Distributor fails to complete and obtain approval of the applicable verification, compliance, payment, or eligibility requirements, the sales commission, incentive, bonus, or other payment shall remain on hold in the Distributor's ID for a period of two (2) financial years. Upon expiry of this period, such amount may, at the Company's sole discretion and in accordance with its applicable policies, either stand forfeited or be converted, in whole or in part, into Non-Cash Business Benefits, of such nature, value, validity period, and utilisation conditions as may be determined by the Company from time to time.

Any Non-Cash Business Benefits so provided shall be governed by the applicable terms, conditions, validity periods, utilisation requirements, and other policies prescribed by the Company from time to time. The Distributor shall have no claim whatsoever against Dearlife beyond the Non-Cash Business Benefits, if any, provided by the Company.

For the avoidance of doubt, any rights, benefits, or Non-Cash Business Benefits shall remain subject to the Distributor continuing to remain eligible under the Company's applicable policies, including provisions relating to suspension, termination, deactivation, or any other applicable eligibility requirements.

The Distributor may change or update his/her details, documents, photograph, bank account information, or other records by submitting a valid request along with supporting documents, wherever required. The Company shall not be liable or responsible for any loss, delay, rejection, penalty, or consequence arising from the submission of false, forged, inaccurate, misleading, incomplete, modified, or non-compliant documents or information by the Distributor.

The Distributor shall be solely responsible for complying with applicable tax laws, GST requirements, and other statutory obligations applicable to him/her. Where applicable, the Distributor shall furnish PAN details, GST registration details, and such other information or documents as may be required under applicable laws or Company policies from time to time. Any consequences arising from failure to furnish or update the required details with the Company or the concerned authorities shall be the sole responsibility of the

The Company shall deduct tax at source (TDS) or any other applicable taxes, levies, or statutory deductions from commissions, incentives, bonuses, or other payments in accordance with applicable laws. Failure to furnish PAN, GST details (where applicable), or any other prescribed details or documents may result in deduction of tax at higher rates, non-processing of payments, or such other consequences as may be prescribed under applicable laws from time to time.

Maintenance of Active Distributor / Active ID Status: A Distributor shall maintain Active Distributor / Active ID status by fulfilling such minimum sales qualification requirements, where applicable, or other eligibility requirements as may be prescribed by the Company from time to time.

Where a Distributor fails to fulfil such minimum sales qualification requirements or other applicable eligibility requirements, the Distributor ID may be classified as an Inactive Distributor / Inactive ID in accordance with the Company's applicable policies. The Distributor shall remain subject to the Company's policies and may regain Active Distributor / Active ID status upon fulfilment of the applicable requirements prescribed by the Company.

During the period of inactivity, any sales commission, bonus, incentive, or other monetary benefits shall remain on hold. Further, the Distributor shall not be eligible for any offers, promotions, special rewards, recognitions, trips, or similar benefits announced by the Company from time to time, unless otherwise permitted by the Company.

Upon restoration of Active Distributor / Active ID status, the Distributor shall become eligible for benefits in accordance with the Company's applicable policies, and any held income shall be released subject to fulfilment of all applicable requirements and the Company's policies.

The Company reserves the right to decide whether to accept or reject an application, with or without providing any explanation whatsoever.

4. NO EMPLOYER-EMPLOYEE- RELATIONSHIP:

Dearlife Distributor agrees that he/she is an independent contractor of the Company and will work on principal-to-principal basis. The Dearlife Distributor will neither be an employee nor an agent of the Company and will build his/her own Dearlife business and shall be responsible for compliance with all matters associated with payment of all tax, pension, insurance contributions or other business, legal and personal expenses.

5. NO QUICK-RICH SCHEME OR GUARANTEED INCOME:

The Company is neither offering any quick rich scheme nor giving guarantee of generation of any fixed income, Dearlife Distributor is an independent contractor whose success or failure

depends solely on his/her personal efforts he/she puts in building his/her business by way of selling products and commissions will only be paid on such basis.

6. DUTIES AND OBLIGATION OF DEARLIFE DISTRIBUTOR:

A Dearlife Distributor shall conduct the business with an ownership mindset, taking responsibility for ethical promotion, customer satisfaction, compliance with Company policies, and the long-term reputation of the Company.

Dearlife Distributor shall not ask from the prospective Distributors to pay them any sum of money or enrolment fee or Distributor fee etc. in lieu of sponsoring or referring new Distributors in the Company.
Dearlife Distributor who becomes a sponsor/referral of a prospective Distributor, shall ensure that he/she will provide training and motivation to their personally sponsored/referred Distributor’s and shall not engage in high pressure selling/over commitment/wrong commitment and will be courteous towards their Customer(s)/fellow Dearlife Distributor’s and must always make a fair representation of the Sales and Marketing plan and Dearlife products faithfully and without any inducement.
There is no obligation on a Dearlife Distributor to buy large quantities of Dearlife products, the Distributor should buy the determined quantity of products which he/she can reasonably consume or sell in a period of Furthermore, the Distributor shall not induce or cause to induce others to buy unreasonably high volumes of products which cannot be consumed or sold in a given period of time.
The Dearlife Distributor shall only use the official literature and business promotion material of the Company to introduce/present /demonstrate the Dearlife products/business plan to prospective new Distributor/Customer.
The Dearlife Distributor shall not entice other Dearlife business team’s Distributor/Customer to become a part of his/her own team through various monetary and non-monetary
The Dearlife Distributor shall maintain, and encourage others to maintain, a healthy, respectful, and professional work environment for all persons associated with him/her. It is not permitted under Company policy to misbehave, in any manner whatsoever, with fellow Dearlife Distributors, Dearlife employees, Customers, Preferred Customers, or any of their family members. Dearlife encourages a culture of gratitude and mutual respect, and every Distributor is expected to acknowledge the efforts of team members, leaders, customers, and the Company through ethical, respectful, and professional conduct.
Dearlife Distributors are strictly prohibited from deleting any material from, adding any material to, adding extra words, labels, or other materials on and altering or detaching any label from the product/literature. The products of the Company must be sold in the form and packages provided by the Company and must not be decanted, repacked or otherwise altered from the said form and packages.
Dearlife Distributor shall not place orders in the name of another Distributor without that Distributor’s prior written The Distributor shall not withhold the product purchased on behalf of other team members and shall not misrepresent facts to take any undue advantage from their fellow Distributors.

The Dearlife Distributor at all times should comply with and strictly adhere to the guidelines, systems, requirements, procedures, policies and terms and conditions mentioned under Code of Conduct and Code of Ethics in official Dearlife publications and any other literatures or any amendment thereof effected by the Company from time to time.
Dearlife directs every Distributor to sell through personal interaction with the Consumers. Use of selling methods which are permissible as per the Direct Selling Rules, 2021or Direct Selling Guidelines, as applicable and selling through other methods is prohibited and strict disciplinary action shall be taken against those who have been found to have adopted such prohibited practices.
A Dearlife Distributor shall not engage in any deceptive, unfair, illegal, or unethical trade practice and shall comply with all applicable Central, State, and local laws, rules, regulations, and tax requirements, including GST obligations (where applicable). The Distributor shall obtain, at his/her own cost, any licenses, permissions, or registrations required for conducting his/her business. The Company shall not be responsible for any penalties, losses, or consequences arising from the Distributor’s non-compliance. The Distributor shall not act in any manner that may harm the reputation, goodwill, or business interests of the Company.
In the course of presentation of the Dearlife Business Plan, a Dearlife Distributor should:
1. Emphasize that Income and Bonuses can be achieved only on the basis of continuous sales and business Not represent that a person can only earn by recommending others to be Dearlife Distributors/Preferred Customers and does not claim that a Distributor may achieve success with little or no investment by way of effort or time.
2. Not exaggerate or overstate the kind of potential earnings that can be generated by Dearlife business.

Show the sample of products, if so desired by Distributor/Preferred Customers and guide the Distributor/Preferred Customer to use the product as per directions and cautions for the products.

Dearlife Distributor may be subject to disciplinary action, including suspension or termination, if he/she is found to be acting as a Distributor, or in any other capacity with, or engaged in, any direct selling or similar business that is in direct or indirect competition with Dearlife’s products, business, or services, and which may conflict with or detrimentally affect the interests, reputation, or business of the Company.
While presenting the products of the Company to any prospective Distributor/Preferred Customer the Distributor is bound to make such claims about the products that are officially mentioned on the labels of all products of Dearlife. However, all Distributors are prohibited from making exaggerated claims about the products.

7. BUSINESS BENEFITS, INCENTIVES & PROMOTIONAL PROGRAMS:

The Company may, from time to time, introduce, revise, suspend, or withdraw various business benefits, funds, bonuses, commissions, incentives, offers, promotional schemes, campaigns, trips, awards, rewards, recognitions, insurance benefits, loyalty programmes, or any other business or promotional initiatives, in accordance with its Business Plan, operational requirements, and business objectives, subject to applicable laws, the Dearlife Distributor Contract, and applicable Company policies.

Eligibility for receiving, participating in, or availing any such benefit or programme shall be subject to fulfilment of the applicable qualification criteria, eligibility requirements, Company

policies, the Dearlife Code of Ethics & Code of Conduct, contractual obligations, and the Distributor remaining in Good Standing with the Company at the relevant time, provided that such criteria are applied in a fair, transparent, non-discriminatory, and uniformly applicable manner in accordance with applicable law.

The detailed eligibility criteria, qualification requirements, calculation methodology, release mechanism, timelines, settlement process, operational procedures, utilisation conditions, and other applicable terms and conditions relating to such business benefits or programmes shall be governed by such policies, guidelines, procedures, manuals, circulars, official communications, or other documents as may be issued or updated by the Company from time to time. The Company’s decision in all such matters shall be final and binding, except as otherwise required under applicable law, the Dearlife Distributor Contract, or applicable Company policies.

No business benefit, commission, bonus, incentive, reward, recognition, or promotional programme shall be construed as creating a vested or perpetual right in favour of any Distributor. All payouts, incentives, and benefits shall remain subject to compliance with the applicable qualification criteria, the Dearlife Distributor Contract, applicable Company policies, the Business Plan, applicable law, and the Consumer Protection (Direct Selling) Rules, 2021, as amended from time to time.

8. COOLING OFF PERIOD AND BUY BACK POLICY:

A Dearlife Distributor shall have a Cooling Off Period of seven (7) days from the date of sign-up to cancel his/her Distributor Agreement. Where the Distributor has purchased any product(s) during the Cooling Off Period, he/she may return such product(s) and receive a refund in accordance with the Dearlife Product Return Policy.

The Dearlife Buy Back Policy shall be governed by the Dearlife Product Return Policy, as amended from time to time.

9. DEARLIFE PRODUCT RETURN/EXCHANGE/REFUND POLICY:

Dearlife stands committed to the quality, value, and efficacy of its products and proudly offers a Thirty (30) Days Product Return Policy to its Customers, Preferred Customers, and Dearlife Distributors, subject to the terms set out herein.

A Customer, Preferred Customer, or Dearlife Distributor who is not satisfied with any product(s) purchased may request return of such product(s) within thirty (30) days from the date of purchase, provided that the product(s) are in marketable and saleable condition and supported by reasonable proof of purchase, transaction details, records, or other evidence in accordance with applicable Company policies.
Return, exchange, refund, or settlement requests by Preferred Customers and Dearlife Distributors shall be initiated in the manner prescribed by the Company from time to time and shall be subject to verification and approval by Dearlife. The Distributor shall return the product(s) to the Company along with such documents, records, or supporting information as may be required under applicable Company policies.
Subject to the applicable Company policies, a Dearlife Distributor or Preferred Customer returning product(s) within seven (7) days from the date of purchase may be eligible for a refund, exchange, or such other settlement as may be determined by the Company, including Non-Cash Business Benefits, where applicable. For return requests made after seven (7) days but within thirty (30) days from the date of purchase, settlement may be

provided through Non-Cash Business Benefits, in accordance with the Company's applicable policies.

Any Non-Cash Business Benefits provided by the Company shall be governed by their applicable terms, conditions, validity periods, utilisation requirements, transferability restrictions, and other policies prescribed by the Company from time to time, consistent with the Business Plan and applicable law.

A Dearlife Distributor or Preferred Customer may initiate a return, exchange, refund, or settlement request by submitting the same through the Company's prescribed process, official communication channels (including the Company's designated email address), or Consumer Grievance Redressal mechanism, stating the reason for such request and providing such documents, records, or supporting information as may be required by the Company from time to time.

Such request shall be subject to verification and approval by the Company, and the Company's decision shall be communicated through such mode as may be prescribed by the Company.

Upon receipt of approval from Company, the concerned Distributor or Preferred Customer shall return the product(s) and complete the return process in accordance with the procedure prescribed by the Company. Thereafter, the applicable refund, exchange, product replacement, Non-Cash Business Benefits, or such other settlement as may be permitted under the applicable Company policies shall be processed accordingly.

To ensure transparency in transactions, any refund involving payment of money by the Company to a Preferred Customer or Dearlife Distributor shall ordinarily be processed through online bank transfer, cheque, or such other non-cash modes as may be permitted by the Company from time to time. Refunds in cash shall not ordinarily be entertained or processed by the Company except where expressly permitted under applicable laws or Company policies.
Non -Cash Business Benefits shall be governed by the applicable terms, conditions, value (where applicable), validity periods, utilisation requirements, transferability restrictions, and other policies prescribed by the Company from time to time, consistent with the Business Plan and applicable law. Refunds or settlements may be processed within such period as may be reasonably required by the Company in accordance with its applicable
The Company may deduct applicable handling, shipping, logistics, processing, taxes, or other reasonable charges, where applicable and in accordance with applicable laws and Company policies.

10. RECOVERY OF UNEARNED COMMISSION AND BENEFITS:

Dearlife pays commissions, bonuses, and other benefits (“Incentives”) based on completed sales of its products/services. In the event that any product is returned, refunded, or otherwise results in cancellation of the sale for any reason, such Incentives shall be deemed unearned.

Dearlife shall have the right to reverse, adjust, and recover all Incentives paid or payable in connection with such sale, including those paid to the concerned Distributor and/or his/her upline, as disbursed by Dearlife against the said sale.

Recovery of such unearned Incentives may be effected by Dearlife by deduction from the Distributor’s and/or upline’s account, by set-off against any current or future Incentives, or by requiring direct repayment, at Dearlife’s discretion.

The Distributor expressly agrees and acknowledges that such recovery or adjustment shall not be construed as a penalty, but as a necessary and legitimate adjustment arising from the cancellation or reversal of the underlying sale.

11. SUSPENSION AND TERMINATION OF DEARLIFE DISTRIBUTOR ID:

Before initiating any disciplinary action, reasonable efforts are generally made through guidance and counselling by business leaders and, where required, by the Company, to address and resolve the issue. However, such efforts shall not be mandatory where immediate action is warranted.

Termination of a Dearlife Distributor means Dearlife terminates all the contracts it has reached with the concerned From the date of issuance of the termination notice, the terminated Distributor will immediately lose his/her Dearlife Distributor’s rights and interests, including the fund/bonuses generated from the concerned Dearlife business.
Grounds for Suspension or Termination: Dearlife may suspend or terminate the Distributorship of a Distributor if he/she:
1. provides false or incorrect information in the application or onboarding process;
2. misrepresents the Company, its products, or its Business Plan;

violates the Code of Conduct or Company policies;

is convicted of an offence punishable by any court of law in India;
is declared bankrupt;
has failed to fulfil the minimum sales qualification requirements prescribed by the Company for a continuous period of twelve (12) months.

directly or indirectly engages in any competing business or activity that conflicts with, disrupts, or adversely affects Dearlife’s products, services and/or business or the Dearlife Distributor structure, including by inducing, influencing, or attempting to induce or influence any Distributor to leave Dearlife;
breaches the terms and conditions while availing any value-added services including but not limited to any payment thereof or failure in making any payment of any products/services provided by Dearlife.

breaches the terms applicable to value-added services, including payment defaults;
defames the Company, its employees, or management;
misuses Company data, intellectual property, downline information, or conspires to harm the business;

creates or promotes a parallel organization under a separate banner to run the Dearlife business;
commits serious misrepresentation which, in the Company’s opinion, is not capable of satisfactory rectification;
is a foreign national not permitted under applicable laws or Company policy;

remains inactive, fails to support the sales team, or engages in promoting similar or competing businesses.

Consequences of Suspension or Termination: Upon suspension of a Dearlife Distributor, the Distributor's rights, privileges, benefits, access, activities, business operations, qualifications, payments, commissions, bonuses, incentives, Non-Cash Business Benefits, rewards, offers, recognitions, and other benefits or entitlements may be restricted, disabled, withheld, or kept on hold by the Company in accordance with its applicable policies, pending restoration, review, investigation, or final

decision by the Company. Upon restoration of the Distributor ID, such rights, privileges, benefits, access, activities, payments, held amounts, Non-Cash Business Benefits, or other benefits may be restored, released, reactivated, or reinstated in accordance with the Company's applicable policies.

Upon termination of a Dearlife Distributor, the Distributor shall immediately lose all rights, positions, and interests in the Dearlife business and network, including but not limited to commissions, funds, bonuses, incentives, trips, ranks, awards, rewards, Non-Cash Business Benefits, and any other benefits. Any amount remaining on hold as on the date of termination shall continue to be governed by the Company's applicable policies. The terminated Distributor shall have no claim whatsoever against the Company arising out of or in connection with such termination, except as may be expressly provided under applicable laws or the Company's applicable policies.

For the avoidance of doubt, any future, contingent, deferred, unvested, or qualification-based benefits, including but not limited to future or unvested annual bonuses, leadership bonuses, loyalty excellence bonuses, Non-Cash Business Benefits, rewards, recognitions, trips, awards, or similar benefits that have not finally accrued, vested, or become payable as on the date of termination, shall automatically stand cancelled, and the terminated Distributor shall have no claim in respect thereof.

Re-application Restriction: A Distributor whose ID has been terminated by the Company shall not be eligible to re-apply as a Dearlife Distributor for a minimum period of one (1) year from the date of termination.
Post-Termination Obligations: Upon termination for any reason whatsoever, the Distributor shall immediately:
1. cease using all trademarks, trade names, logos, and intellectual property of Dearlife; and
2. cease representing himself/herself as a Dearlife
Action without Formal Complaint: Dearlife may terminate or suspend a Distributor’s ID even in the absence of a formal complaint. After such termination or suspension, the Distributor shall be given an opportunity to explain and justify his/her conduct, following which the Company shall review, verify, and take a final decision in accordance with its
Right to Review: A Distributor may request a review of the Company’s decision by submitting a written request within seven (7) days from the date of communication of such decision. The Company’s decision on review shall be final and binding.
No Claim against the Company: In the event that the Company terminates/suspend a Dearlife Distributor's ID pursuant to the Code of Ethics, Code of Conduct and Rules Governing Business of Dearlife, the Distributor will have no claim against the Company, arising out of or in respect of the termination/suspension.
Immediate Termination: The Company may suspend or terminate a Distributor ID without providing an opportunity to rectify where the violation is of such severity that continuation of the Distributorship is intolerable.
Circulation of False or Misleading Information: If a Distributor circulates false, misleading, or unverified information about the Company or its management that harms the Company’s

reputation or business, the Company may initiate disciplinary action, including suspension or termination. The Company’s decision shall be final and binding.

Misconduct and Harassment: Any Distributor found engaging in misbehavior, misconduct, harassment, or showing disrespect towards the Company, its employees, management, leaders, or any person associated with the Company shall be subject to disciplinary Depending on the severity of the conduct, the Company may, at its discretion, suspend or terminate the Distributor’s ID in order to maintain a respectful and professional environment. The Company’s decision, taken in accordance with applicable policies, shall be final and binding.
Validity of Electronic Communication: Communication regarding any suspension or termination shall be considered valid and sufficient when sent to the Distributor’s registered email address and/or displayed on the Distributor Portal login Such Portal display shall be treated as an official notice made available by the Company. The notice shall be deemed served once it has been sent to the registered email and/or displayed on the Distributor Portal login page, irrespective of whether the Distributor has accessed or read it. Where the Company considers it necessary, it may, at its discretion, also send the same communication through WhatsApp message or SMS to the Distributor’s registered mobile number as an additional mode of intimation.
Automatic Deeming of Termination on Non-Response / Un-Satisfactory response: In the event that a Distributor is issued a suspension notice by the Company by providing a time period for his/her response (whether via email to the registered address and/or through a suspension message displayed on the Distributor Portal login page) and fails to respond, or provides a response within the stipulated time which is, upon review, found to be unsatisfactory, such suspension shall be deemed a final termination of the Distributorship, effective from the date of the Company’s final For the avoidance of doubt, marking of the Distributor ID as “suspended” in the Company’s system shall be sufficient to give effect to this provision, even if a separate “terminated” status is not available in the system.

Additional Conditions:

Company may issue suspension notice during investigation of the complaint against the Distributor before termination of the Distributor ID or proceed for termination without issuing the suspension notice. Suspension will be withdrawn by the Company if the found allegation is false in the investigation and will proceed for termination if the found allegation is true.
During suspension Distributor ID will be Distributor Portal access will be blocked. He/she will not be allowed to participate in any promotional activities or events of Dearlife business during such suspension.
Suspension/Termination letter will be sent to the registered email id of the Distributor, if the Distributor has not provided his/her email id then Company can send through WhatsApp message/text message to his/her registered phone number. In case where the Company is not provided with updated contact details of the Distributor and the Company is unable to communicate the reason for termination/suspension to the Distributor, the terminated/suspended Distributor may approach Company’s Customer care for clarification.
If a Distributor is suspended or terminated, the Company may, on a case-to-case basis and after due consideration, suspend or terminate the Distributor’s family member(s)’ ID, where such action is deemed necessary in the best interest of the Company and its Distributors.

If a Distributor’s ID is deactivated/suspended/terminated and have any unsettled financial liabilities with the Company, then the Company will recover the unsettled amount from the eligible commission amount and also take any other appropriate action to recover the amount from the Distributor.
Transfer of Downline upon Suspension/Termination: In the event that a Distributor is suspended or terminated by the Company, and the immediate upline Distributor(s) are found to be inactive, the Company may, at its discretion, reassign or transfer the downline Distributor(s) of the suspended/terminated Distributor to another Sponsor or upline. Such reassignment shall be made in good faith, keeping in view the best interest of both the Company and the downline Distributor(s), to ensure continuity of business and support. The Company’s decision, taken in accordance with applicable policies, shall be final and binding.

12. AMENDMENT BY THE COMPANY:

Dearlife reserves the right, after due consideration and in the best interest of the business and its Distributors, to amend, modify, alter, delete, or add to the Code of Conduct, the Terms & Conditions of the Distributor Online Application Form, the Business Plan, products, and related policies from time to time. Any such amendment, modification, alteration, deletion, or addition shall ordinarily be communicated by publishing or updating the same on the Company's official website, Distributor Portal, mobile application, or through such other official communication channels as may be determined by the Company from time to time. It shall be the responsibility of every Distributor to regularly review and remain informed of such updates.

In the event of any change to the Terms and Conditions, Code of Conduct, or Business Plan, a Distributor may choose to discontinue his/her Distributorship with the Company. Alternatively, any Distributor aggrieved by such change may intimate his/her grievance to the Company within a period of fifteen (15) days from the date of notification. If no such intimation is received within the said period, the Distributor’s continued participation in the business shall be deemed to constitute acceptance of such changes.

In order to safeguard the best interests of the Company, its Distributors, and its customers, Dearlife may, from time to time, introduce or implement changes as may be necessary for the smooth and effective functioning of the business. The Company's decision, taken in accordance with its applicable policies and the best interests of the Company, its Distributors, and its customers, shall be final and binding.

13. SEVERABILITY:

If any provision of these Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. DISPUTE RESOLUTION:

This Agreement and all questions relating to its interpretation, validity, performance and enforcement shall be governed by and construed in accordance with the laws of India. Both the Parties shall endeavour to resolve any dispute, controversy or claim arising out of or in connection with this Agreement through mutual discussions within thirty (30) days from the date on which either Party notifies the other Party of such dispute.

In the event the dispute is not resolved amicably within the aforesaid period, the same shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties fail to mutually agree upon the appointment of the sole arbitrator within thirty (30) days from the date of invocation of arbitration, either Party may approach the competent court having jurisdiction as per the relevant Section of the Arbitration and Conciliation Act, 1996 for appointment of the sole arbitrator.

The seat and venue of arbitration shall be Bhubaneswar, Odisha, India, and the arbitration proceedings shall be conducted in the English language. The arbitral award shall be final and binding upon the Parties.

Subject to the foregoing, the courts at Bhubaneswar, Odisha shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement.

15. LIMITATION OF LIABILITY:

The Company's aggregate liability, whether under the Agreement or otherwise arising out of or in connection with the Dearlife Distributor Contract, shall not exceed the lesser of:

the actual damage or loss assessed by the Arbitrator or any other dispute resolution mechanism adopted by the parties; or
the total commissions and incentives actually paid by the Company to the Distributor during the twelve (12) months immediately preceding the event giving rise to the

ACCEPTANCE AND DECLARATION

By selecting the acceptance checkbox and completing the prescribed OTP or electronic verification process, I confirm that I have read, understood, and agreed to these Terms and Conditions. I further acknowledge that I have been provided access to the Dearlife Code of Ethics & Code of Conduct and that the Dearlife Business Plan is available through the Company's official website.

I acknowledge and agree that the Distributor Application Form, these Terms and Conditions, the Dearlife Business Plan, the Dearlife Code of Ethics & Code of Conduct, and all applicable Company policies, procedures, standards, guidelines, manuals, operational documents, programmes, circulars, notifications, official communications, and other documents issued, published, prescribed, or updated by the Company from time to time shall collectively form part of the Dearlife Distributor Contract and shall be binding upon me, subject to applicable laws.

I further understand and agree that the terms reproduced in these Terms and Conditions constitute certain principal terms governing the Dearlife Distributorship and do not constitute the entire Dearlife Distributor Contract. The reproduction or non-reproduction of any particular provision, obligation, restriction, policy, procedure, standard, guideline, or requirement in these Terms and Conditions shall not, by itself, exclude or limit the applicability of any provision forming part of the Dearlife Distributor Contract.

I voluntarily submit my application to become a Dearlife Distributor and agree to be bound by the Dearlife Distributor Contract upon acceptance of my application by the Company.