PT AGNUTRITION INTERNATIONAL INDONESIA (“PT AGNutrition") MEMBER’S CODE OF CONDUCT
Section 1 – Introduction
The PT AGNutrition Member’s Code of Conduct (“Code”) define and establish:
(a) Certain principles to be followed for PT
AGNutrition’s Membership, development and maintenance of PT AGNutrition
Business; and
(b) The rights, duties, and responsibilities of each Member.
The Code are also set forth in and/or applied for:
(a) PT AGNutrition Member’s respective Member Contract; and
(b) Other official PT AGNutrition’s literature, publication, notification or
communications.
While the Code primarily defines the relationships between PT AGNutrition and each
Member, they also concern relationships among Members. Its
objectives are: -
i. To ensure an equal opportunity for Members through ethical and responsible
business conduct.
ii. To protect and build a conducive environment for a long-term and profitable PT
AGNutrition Business.
iii. To promote unity and harmony among Members.
iv. To preserve the benefits of the PT AGNutrition Sales & Marketing Plan equitably for
all Members.
From time to time, if the contents of the Code are changed, PT AGNutrition will notify and/or
communicate with all Members in a timely manner via the Website and other official PT
AGNutrition communications channel and literature. The amendments to the Code shall
become effective upon publication. To preserve the goals and purposes of the PT
AGNutrition Sales and Marketing Plan, PT AGNutrition reserves the sole right to adopt,
amend, modify, supplement, or rescind any or all provisions of the Code, as necessary.
Section 2 – Definitions
In this T & Cs unless the context otherwise requires: -
“Act” shall refer to the Law No. 7 Year 2014 regarding Trade and/or its amendments from
time to time and shall include any regulations, guidelines, practices and/or directives
applicable, introduced and/or or issued by the Ministry of Trade, Government of Indonesia,
Chamber of Trade and Industry (KADIN) or any ministry governing the said Act;
“PT AGNutrition”, “we” and “us” shall refer to PT AGNutrition International Indonesia
(Company Registration No. 1101240065546) and the terms “you” and “your” shall refer to
a Member only.
“PT AGNutrition Business” refers to a business, as identified by the PT AGNutrition’s
Member and PT AGNutrition Business activity related with PT AGNutrition Products.
“PT AGNutrition Business Policies” includes the Code, as well as any policies set forth in
official PT AGNutrition’s literature and other guidelines that may be introduced, amended
and/or maintained by PT AGNutrition from time to time. These policies are incorporated by
reference into the Website.
“PT AGNutrition Business Opportunity” refers to the PT AGNutrition Business, PT
AGNutrition Products, PT AGNutrition Produced Business Support Materials, PT AGNutrition
Sales and Marketing Plan developed, established and offered by PT AGNutrition from time
to time.
“PT AGNutrition Intellectual Property” means all trademarks, copyright (including future
copyright) and rights in the nature of or analogous to copyright, know-how, technology,
processes, compositions of matter and formulas, inventions, patents and patent applications,
trade secrets and all other proprietary rights of the products, services, marketing, Website
and other systems or things identified (whether registrable and/or not registrable) belongs to
PT AGNutrition.
“PT AGNutrition Produced Business Support Materials” refers to business support
materials produced by, or on behalf of PT AGNutrition for the purposes of PT AGNutrition
Business.
“PT AGNutrition Product” or “PT AGNutrition Products” refers to all items or goods
manufactured, marketed, sold and/or distributed and/or services (if applicable), including
literature and other support or auxiliary materials, made available by PT AGNutrition to the
Member.
“PT AGNutrition Sales and Marketing Plan” refers to the sales and marketing plan with
system structures used to calculate the Bonus compensation and recognition for Members
based on sales of PT AGNutrition Products and/or recruitment for and/or as described in the
PT AGNutrition Business Opportunity and other official PT AGNutrition’s literature (if any).
“PT AGNutrition Systems” refers to the reward point systems, membership programs,
website, mobile application, software, programming codes and techniques, algorithms,
methodologies, tools, data and/or other digital technologies used by the PT AGNutrition in its
business. This includes all PT AGNutrition Intellectual Property, as well as any such systems
developed by third parties for the PT AGNutrition, along with all related patents, copyrights,
trademarks and trade name associated with them.
“AGP” refers to e-wallet point system derived from conversion and/or withdrawal from
Rupiah Indonesia/US Dollar as stipulated in Section 3.3 herein.
“Bonus” refers to the monetary or non-monetary rewards that PT AGNutrition pays or
rewards to each Member in accordance with the PT AGNutrition Sales and Marketing Plan.
“Business Day or “Business Days” refers to a day except Friday and Saturday or Saturday
and Sunday, or public holiday (whether gazetted or ungazetted and whether scheduled or
unscheduled) on which government offices or banks are open for business, as determined
by a relevant state or federal government of a country.
“Business Support Materials” or “BSM” refers to or is intended to be interpreted broadly
and includes, by way of example, the following; printed materials, audio-video and
multimedia productions, internet-based products and services, non-PT AGNutrition
recognition and award systems, meetings and other events, and other materials or
equipment used to provide information or support the sale of PT AGNutrition Products, as
well as coupons, vouchers, tickets or standing order/subscriptions programs relating to any
of the previously mentioned. When the term BSM is used without the preface “PT
AGNutrition Produced”, it refers to non-PT AGNutrition produced BSM only.
“Code of Conduct” or “Code” refers to (1) the principles to be followed in the Membership,
development and maintenance of PT AGNutrition Business; and (2) the rights, duties, and
responsibilities of each Member.
“Law” includes common law and any constitution, act, decree, judgement, legislation, order,
ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction or any
present or future directive, regulation, request or requirement (in each case, having the force
of law) that falls under the jurisdiction of Republic of Indonesia.
“Leadership Rank” refer to the leadership rank, ranging from bottom to top (as described
below), that is entitled to and/or awarded to a Member who has joined and qualified for the
corresponding leadership rank(s) stipulated below upon fulfilling the requirements
determined by PT AGNutrition from time to time:
Leadership Rank Qualification
Distributor Join as a Member
Rising Star Upon achieving an accumulated income of
Indonesian Rupiah 170 juta
Director Upon achieving an accumulated income of
Indonesian Rupiah 420 juta
Global Director Upon achieving an accumulated income of
Indonesian Rupiah 840 juta
Ambassador Upon achieving an accumulated income of
Indonesian Rupiah 2 Miliar
“Leg” refers to a Member and all downline Members from that individual.
“Letter of Appointment” refers to a formal document that outlines the appointment the
appointment, terms and conditions of a person as a Stockist for PT AGNutrition, prior to the
execution of the Stockist Agreement. The Stockist is required to confirm their acceptance of
the appointment in the document.
“Line of Sponsorship/“LOS” and “Binary of Sponsorship”/“BOS” refer to the structural
organization of Members established by the contractual relationship that each Member has
with PT AGNutrition.
“LOS and BOS Information” refers to/ includes all information that discloses or relates to all
or part of the structural arrangement of Members within the Line of Sponsorship, including
but not limited to Members’ numbers and other Members’ business identification data,
Members’ personal contact information, Members’ business performance information, and all
information generated or derived there from, in its present or future forms.
“Member” or “Members” refers to an individual or business entity whose PT AGNutrition’s
Membership registration has been accepted by PT AGNutrition subject to the terms of the
respective Member Contract.
“Member Contract” refers to each Member’s application and any applicable agreements,
including the Letter of Appointment, and Stockist Agreement, or other agreements with
similar meanings or purposes. It also includes any incorporated or supporting documents
that verify the Member’s details which together form the terms of the contractual agreement
between Member and PT AGNutrition.
“Member in Good Standing” refers to a Member who, for the purposes of interpreting and
enforcing the Code, is currently authorized by PT AGNutrition to represent themselves as a
Member and whose conduct complies with the Member Contract and spirit of the PT
AGNutrition Business Policies for each market where the Member operates. Such a
Member:
a) is not engaged in conduct that negatively affects the reputation of PT AGNutrition, its
affiliates, or its Members;
b) does not support or defend the activities of other Members that jeopardize the
ongoing nature of PT AGNutrition’s affiliate network or violate any criteria set forth
herein;
c) complies with all applicable laws and regulations in each country of operation; and
d) demonstrates cultural sensitivity based on market conditions.
“Membership” refers to registration of a Member or Members to participate in PT
AGNutrition’s Business, as identified by issuance of, and/or assignment of PT AGNutrition’s
username to the said Member or Members.
“Non-Active Account” refers to a Member who fails to make any purchases for PT
AGNutrition Products through PT AGNutrition’s shopping mall platform(s) only (i.e.
maintenance mall or shopping mall).
“person” includes any individual, company, corporation, firm, partnership, joint venture or
any other recognized legal entity, association, organisation, trust, state or agency of a state
(in each case whether or not having separate legal personality).
“Prospect” refers to a person with potential of becoming a Member or as a customer to PT
AGNutrition Business.
“Sponsor” refers to/implies one of three relationships:
“Personal Sponsor”- a Member who introduces and sponsors a Prospect into the
PT AGNutrition Business Opportunity.
“International Sponsor” - a Member who introduces a Prospect from another
country to the PT AGNutrition Business Opportunity and he/she/they become(s) the
International Sponsor when this Prospect signs up and is being foster sponsored by
another Member in that corresponding market.
“Foster Sponsor” - a Member of PT AGNutrition in the affiliate who is designated to
provide training and support to an International Sponsor Member.
“Stockist” refers to a person who meets the qualifications determined by PT AGNutrition, is
appointed as a stockist of PT AGNutrition, and/or has entered into a Stockist Agreement with
PT AGNutrition to conduct the sale, marketing, and distribution of PT AGNutrition Products
in the Territory subject always to the terms and conditions specified therein.
“Stockist Agreement” refers to the agreement entered into between PT AGNutrition and the
Stockist.
“Territory” or Territories” refers to the geographic area(s) of land belonging to or under the
jurisdiction of a government authority in Republic of Indonesia (i.e. central or local
government).
“Website” refers to the official website developed, maintained, and/or owned by PT
AGNutrition.
“day, month or year” shall be construed by reference to the Gregorian calendar.
Words importing the singular number shall include the plural number and vice versa and the
use of any gender shall include all other genders.
“including” and similar expressions are not and must not be treated as words of limitation.
Section 3 – Becoming a Member
3.1 Membership Registration: To become a duly authorized Member capable of
merchandising PT AGNutrition Products and sponsoring other Member, an applicant must
complete PT AGNutrition’s Membership registration and agree with the Code. The
completed Member application must be sent PT AGNutrition immediately and accepted by
PT AGNutrition in accordance with the provisions of Section 3.4.
3.2 Requirements: Without limiting PT AGNutrition’s rights, the following are requirements
for becoming a Member or for a Member renewing its Membership:
3.2.1 A Member must be a minimum of 18 years of age.
3.2.2 Must not have been terminated for breach of contract under a previous Membership.
3.2.3 Must not be an employee or hold any leadership rank or title in any direct-selling or
multi-level marketing (“MLM”) company, whether registered or not under the Act, at the time
of the initial application or during the term of their authorization as a Member;
3.2.4 Must not be a member of any direct-selling or MLM company registered under the Act
unless otherwise consented in writing by the aforesaid direct-selling or MLM company
whether registered or not registered under the Act allowing himself/herself to join PT
AGNutrition as a Member. Any false representation prior to joining a Member shall constitute
a breach of PT AGNutrition Business Policies;
3.2.5 Must be a citizen or resident duly authorized by the relevant authority to conduct
business in any country recognized by United Nations; and
3.2.6 Must not be a person serving an imprisonment sentence or otherwise confined to any
correctional institution or have a previous conviction record for an offence relating to
production (and/or) trading of counterfeit goods, false advertisement, illegal conduct of
business, tax evasion (or) deception of customers, or an offence relating to deceptive
appropriation of assets, abuse of trust to appropriate assets (or) unlawful possession of
assets.
3.3 AGP e-wallet (AGP Value Conversion Rate and AGP Value Withdrawal Rate)
3.3.1 Payment made for PT AGNutrition Products will be translated into AGP e-wallet
in the following:-
3.3.1.1 AGP Value Conversion Rate
1. For Indonesian Member, 1 AGP e-wallet equivalent to
Indonesian Rupiah Fourteen Thousand (Rp14.000) only;
2. For Non-Indonesian Member, 1 AGP e-wallet is equivalent to 1
US Dollar ($1.00) only;
3.3.1.2 AGP Value Withdrawal Rate
1. For Indonesian Member, 1 AGP e-wallet is equivalent to
Indonesian Rupiah Twelve Thousand (Rp12.000) only
2. For Non-Indonesian Member, 1 AGP e-wallet is equivalent to
the currency rate as decided by PT AGNutrition Indonesia.
Non-Indonesian Member needs to seek confirmation with PT
AGNutrition.
3.3.2 AGP e-wallet is the mechanism applied by PT AGNutrition for the purchase of
PT AGNutrition Products. Each PT AGNutrition Product shall have its selling price
and shall represent the number of AGP to be received by the Member upon its
purchase. Please refer to PT AGNutrition’s Membership’s packages/ PT AGNutrition
Products shopping mall platforms for further information.
Prohibition on Purchasing AGP e-Wallet from Unauthorized Sources: All PT
AGNutrition Members are strictly prohibited from purchasing the AGP e-wallet from any
unauthorized sources. The AGP e-wallet may only be purchased through the following
channels:
a. Official PT AGNutrition channels; and
b. Fellow Members within the same tree structure/genealogy.
This ensures the integrity and transparency of all financial transactions within the Members’
groups in compliance with the Code
3.4 Acceptance or Rejection of Member’s Application or Renewal: PT AGNutrition
reserves the right to accept or reject any Member application. Likewise, PT AGNutrition
reserves the right to refuse any renewal Membership request and can revoke the
Membership if a Member’s activities have not been in accordance with the Code or not a
Member in Good Standing or has not complied with the requirements of Section 3.2.
3.5 Member’s Operated through a Legal Entity: A party to a Member Contract may apply
to PT AGNutrition to operate its Membership through a legal entity i.e. sole proprietorship
(enterprise), partnership (business or registered under Trade Code (Kitab Undang-Undang
Hukum Dagang) and/or Regulation of the Minister of Law and Human Rights Number 17 of
2018 concerning the Registration of Limited Partnerships (Commanditaire Vennootschap),
Firms, and Civil Partnerships) or company (enterprise or registered under Law No. 40 Year
2007 regarding Limited Liability Company), provided it complies with certain requirements
and conditions, including that where legally feasible the entity’s sole purpose is the operation
of the PT AGNutrition Business Opportunity contact PT AGNutrition for current information.
The person signing the Member Contract on behalf of a legal entity must be an authorized
representative of that legal entity and must personally meet the qualifications set forth in
Section 3.2 above. A legal entity may be required to submit, in addition to other documents,
proof of existence and qualification to conduct the activities anticipated in the Member
Contract, proof of compliance with applicable registration requirements, a document (such
as an authorization for legal entity form/incorporation/constituent entity) containing various
information about and agreements of both the legal entity and the founders and
management of the legal entity, or such other similar information and documentation as PT
AGNutrition may request.
3.6 Date of Authorization: The date of authorization as a registered Member of PT
AGNutrition that is when the Member Registration process has been completed in PT
AGNutrition back office.
3.7 Prohibited Sponsoring Practices: A Sponsor shall not impose on a Prospect, nor any
Member, as a condition to receiving from the Sponsor assistance in the development of such
person’s Membership, such as:
3.7.1 Purchase any specified number of PT AGNutrition Products.
3.7.2 Maintain a specified minimum inventory of PT AGNutrition Products
3.7.3 Purchase any non- PT AGNutrition produced “starter,” “decision,” or other “pack” or
“kit” save and except PT AGNutrition business kit only.
3.7.4 Purchase literature, audio-visual aids, or other materials.
3.7.5 Purchase tickets for and/or attend or participate in rallies, seminars, or other meetings.
3.8 Term and Expiration: Unless the term is renewed in accordance with Section 3.9 of the
Code in accordance with PT AGNutrition Business Policies, a Membership expires or may
be terminated in accordance with its term. As specified in the Member Contract, unless
earlier terminated by a Member or PT AGNutrition, the Membership may expire on the oneyear
anniversary of his/her original date of application or date of registration or shall expire
or automatically terminate in the next twelve (12) months should a Member fail to make any
purchases of PT AGNutrition Products through PT AGNutrition’s shopping mall platform(s)
only (i.e. maintenance mall or shopping mall) (“Non-Active Account”).
3.9 Renewal: Membership can be renewed at the discretion of PT AGNutrition provided a
Member is not in violation or breach of the Code and terms of Member Contract in any
applicable market/Territory. At the moment, no yearly membership fee is required.
Nonetheless, PT AGNutrition may, at its discretion, require a Member to pay a yearly
membership fee together with submission of a notice to PT AGNutrition requesting for the
Membership to be renewed.
If renewal is accepted by PT AGNutrition, any extension of the term of Member Contract and
the Code shall be effective from the date of extension and concluding twelve (12) months
thereafter. The terms of such extension shall be the terms and conditions of the Member
Contract in effect at the time of extension. Without limiting PT AGNutrition’s discretion to
deny extension of a Membership, the following automatically disqualify a Member from
extension of his/her Membership:
3.9.1 A Member was operating in a manner that is contrary to the reputation and interests of
PT AGNutrition including joining as a member or otherwise (including involving in any
activities including promotion, advertising and/or marketing) of any other direct-selling or
MLM company whether registered or not registered under the Act; or
3.9.2 A Member does not comply with or is in breach of the Member Contract within the
twelve (12) months preceding the period for which extension is sought; or
3.9.3 Failure to meet the requirements outlined in Sections 3.2, 3.4 and 3.9 (if applicable) of
the Code.
3.10 Termination: A Member may terminate the Membership at any time by providing PT
AGNutrition with a written notice of termination of at least one (1) month prior its termination
at PT AGNutrition’s business address. PT AGNutrition may terminate the Membership at any
time by providing the Member with written notice of termination at his/her/their registered
address in Member Contract if he/she/they fail(s) to comply with PT AGNutrition Business
Policies, PT AGNutrition Sales & Marketing Plan and any other policies maintained by PT
AGNutrition, and which have been incorporated into the Member Contract.
3.11 Conspiracy/ Inducement to Breach: A Member shall not during his valid period of
Membership, conspire with any other person to breach or induce a breach of PT AGNutrition
Business Policies or to induce or attempt to induce another Member to breach any terms of
PT AGNutrition Business Policies which shall include share, inform or sending invitation(s) to
promote, sell, market, distribute or attend presentation(s), meeting(s) and/or training(s) in
any forms of communication regarding of any direct-selling or MLM company whether
registered or not registered under the Act. Any such aforesaid activity(ies) shall constitute a
breach of PT AGNutrition Business Policies.
3.12 Exceeding Scope of Authorization: A Member shall not exceed the scope of
authorizations granted pursuant to the Member Contract. Any such activity to exceed the
scope of authorizations granted under the Member Contract and/or deemed by PT
AGNutrition ultra vires the Code shall constitute a breach of the Member Contract.
3.13 Representations and Warranties: A Member shall not make any false representation
or statement to PT AGNutrition, nor induce PT AGNutrition to enter into a Member Contract
under false pretenses, nor breach any representation or warranties implied in a Member
Contract or by law. Any such activity shall constitute a breach of PT AGNutrition Business
Policies.
3.14 Multiple Breaches: It is a breach of PT AGNutrition Business Policies for a Member to
allow any breaches to remain uncorrected following notification from PT AGNutrition of the
existence of the same, or to have multiple simultaneous, serial or repeating breaches of the
Code or PT AGNutrition Business Policies.
3.15 Zero Tolerance Section: It is a breach of PT AGNutrition Business Policies for a
Member:
3.15.1 to conduct Member activities in markets/Territory in which he or she is,
or they are not authorized to conduct PT AGNutrition Business. It is a
breach of PT AGNutrition Business Policies to conduct Member
activities in markets/Territory in which PT AGNutrition are not doing
PT AGNutrition Business. Such unauthorized activity may result in,
without prejudice to any rights and remedies otherwise available, the
penalty, legal action and an immediate suspension of the Member’s
rights and termination of the Membership.
3.15.2 to sell, purchase, market, distribute, advertise, redeem via coupons,
distribute as gifts of any PT AGNutrition Products or fake PT
AGNutrition Products or not related to PT AGNutrition Products and/or
any other distribution/selling transactions or methods of PT
AGNutrition Products via any shopping online platforms in Republic of
Indonesia (for example - Shopee, Lazada, Tokopedia, Blibli, etc) or
outside Republic of Indonesia (for example- Alibaba, Amazon),
websites, personal sales, shopping malls and other physical sales
outlets/stores and/or via unofficial or non-recognized social medias
platforms PT AGNutrition (for example- Facebook, Instagram, blogs,
WhatsApp, Telegram) and all other mediums not recognized/approved
by PT AGNutrition.
3.15.4 to represents himself/herself in any forms of promotion, advertisement
or marketing materials or communication (including WhatsApp and
other social media platforms) of any direct-selling or MLM company
whether registered or not registered under the Act and/or to share,
inform or promote, sell, market, distribute or attend presentation(s),
meeting(s) and/or training(s) in any forms of communication regarding
of any direct-selling or MLM company whether registered or not
registered under the Act.
3.15.5 any act or any attempt to discredit, defame or disseminate false
statements of PT AGNutrition, PT AGNutrition Business, PT
AGNutrition Sales and Marketing Plan, PT AGNutrition Products, PT
AGNutrition Business Policies and Proprietary Information, whether in
public or in private, through any form of communication, including
social media or other channels of information dissemination, will be
considered a violation and will not be tolerated.
If a Member (or through any wrongful person identified associating or relating to the said
Member (“Connected Member”)) is found to breach any of the above Sections 3.15.1,
3.15.2 and/or 3.15.3, the Membership of the said Member shall be automatically terminated
by PT AGNutrition and the said Member (including the Connected Member) shall each be
fined in the sum of not less than Indonesian Rupiah One Hundred Fifty Million
(Rp150.000.000,00) only (“Penalty”). In the event the said Member and/or Connected
Member fails to make the said Penalty within fourteen (14) days upon termination of his/her
Membership or lodgment of police report and/or demand letter, PT AGNutrition shall be
obligated to take any legal action/remedies available against the said Member and/or the
Connected Member including enforcing bankruptcy (for an individual) and/or insolvency
judgement (for a company) PT AGNutrition reserves its right to take any further legal
redress against the said Member and/or the Connected Member.
3.16 Circumvention of the Code: In case of attempt to circumvent or act against the intent
and spirit of the Code, PT AGNutrition may at any time take corrective action at its
discretion.
3.16.1 All Members shall be subject to all enforcement procedures which are
set out in this Code provided that PT AGNutrition expressly reserves
the right to terminate, at any time and with immediate effect, the
authorization of a Member who shall have provided false information
in the Member application or who shall have accepted authorization as
a Member in violation of these Code or who shall have conducted
himself/herself in manner that in PT AGNutrition’s opinion brings PT
AGNutrition Business and/or PT AGNutrition Sales and Marketing
Plan into disrepute.
3.17 Enforcement Procedures: PT AGNutrition shall at its discretion apply the following
enforcement procedures for any breach of the Code of PT AGNutrition Business and/or PT
AGNutrition Sales and Marketing Plan by a Member or Connected Member:
3.17.1 PT AGNutrition shall immediately after receiving any complaint and/or
through its investigation, issue a notice in writing to the suspected
and/or identified Member or Connected Member requiring the said
Member and/or Connected Member to reply and/or answer to the said
notice no later than seven (7) days from the date of receipt of the said
notice in compliance with Section 4.1.1 below.
3.17.2 PT AGNutrition shall also lodge a police report against the suspected
and/or identified Member or Connected Member to protect PT
AGNutrition’s interest and/or PT AGNutrition Business from further
damage and/or any legal action from other parties concerned.
3.17.3 PT AGNutrition shall, after receipt of the reply from the said Member
and/or Connected Member or after the expiry of the seven (7) days’
period of the notice in Section 3.17.1, to decide whether to close the
matter or to issue demand notice for payment of the Penalty. Should
the Member or Connected Member fail to pay the Penalty, PT
AGNutrition shall proceed with any legal actions available against the
said Member and/or Connected Member.
3.17.4 Pending the outcome of the investigation, solution to the internal queries and/or
completion of the legal actions taken against the Member or Connected Member, PT
AGNutrition shall, at all times be entitled to suspend the Member’s username and/or its
Membership in accordance with Section 12 below including withholding the Member’s AGP
e-wallet point and/or monies in the said Member’s account.
Section 4 – Responsibilities and Obligations of All Members
4.1 Abide by PT AGNutrition Business Policies/Amendments/Duty of Good Faith: At all
times, all Members must adhere strictly to the guidelines, procedures and policies stated in
PT AGNutrition Business Policies of which the Code is a part, in addition to PT AGNutrition
Sales and Marketing Plan, and, in each case, any amendments made to such from time to
time. All Members are charged with the duty of good faith and fair dealing under the terms of
the Member Contract.
4.1.1 Cooperation with Investigations: A Member shall cooperate in any
investigation undertaken by PT AGNutrition into activities that are potentially
in contravention of his or her Membership or the Membership of another
Member.
4.2 Cross Group Buying or Selling/ Supplying: No Member shall engage in cross-group
buying or selling / supplying. “Cross group buying and selling / supplying” occurs when a
Member sells or supplies PT AGNutrition Products to another Member who is not personally
sponsored and downline of those sponsored.
4.2.1 A Member must only purchase PT AGNutrition Products and PT AGNutrition
Produced Business Support Materials directly from his, her or their Sponsor,
or PT AGNutrition.
4.2.2 A Member must not sell or supply PT AGNutrition Products to another
Member who is not personally sponsored and downline of those sponsored.
4.3 Retail Stores: No Member shall permit PT AGNutrition Products to be sold or displayed
in retail establishments whose main purpose is the sale of products and services to the
public, including, but not limited to places like schools, fairs, shops, flea markets, auctions,
kiosks, internet web sites or military bases; nor shall he or she permit any PT AGNutrition
Products to appear in such locations even if PT AGNutrition Products are not for sale. No
promotional material related to PT AGNutrition Products or PT AGNutrition’s literature shall
be displayed in retail establishments.
4.3.1 A Member who works in or owns a retail store must operate his or her
Membership separate and apart from the retail store. Such a Member must
secure customers for his/her PT AGNutrition Business in the same manner as
a Member who has no connection with a retail store and otherwise abides by
this Section 4.3. Other types of retail establishments, which are not
technically stores, such as barber shops, beauty shops, professional offices,
etc., likewise may not be used to display PT AGNutrition Products,
information about PT AGNutrition Products, or promotional material related to
PT AGNutrition Products or PT AGNutrition’s literature.
4.3.2 A Member may not present PT AGNutrition Sales and Marketing Plan or
solicit participation in PT AGNutrition Sales and Marketing Plan through any
broadcast communication methods including mass mailings, telemarketing,
national or international advertising, radio, television, facsimile services,
computer communication networks including the Internet, or any other means
by which personal contact with a Prospect is not present.
4.4 Truthful and Accurate: No Member shall make any offer to sell any PT AGNutrition
Products which are not accurate and truthful as to price, grade, quality, performance, and
availability. Member shall not:
4.4.1 make false and/or exaggerated product claims not authorized by the market
regulatory/authorities and PT AGNutrition with regards to PT AGNutrition Products;
4.4.2 in any way whatsoever, represent PT AGNutrition incorrectly with regard to
prices, quality, standards, grades, contents, place of origin or availability of PT
AGNutrition Products;
4.4.3 state that PT AGNutrition Products distributed by PT AGNutrition are backed,
approved, or present any features as regards to yield, accessories, uses or benefits
that they do not have or against the standard guidelines/laws of the
regulatory/authorities; or
4.4.4 act or present in any way whatsoever PT AGNutrition or PT AGNutrition
Products, in a fraudulent manner or promote products that do not belong to PT
AGNutrition as if they did.
4.5 Warranty, Limitation of Liability & Indemnity: PT AGNutrition 's sole obligation and
liability for breach of any express warranty given by PT AGNutrition or its affiliate in respect
of PT AGNutrition Products and shall be to replace the defective products only. PT
AGNutrition hereby give their representation and warranty that the products are safe for
consumption, quality, merchantability and fit for its particular purpose. PT AGNutrition shall
not be responsible for loss of use, loss of income or profits, cost of a similar product, or any
other consequential or incidental damages of any kind whatsoever, whether due to breach of
contract or warranty or tort, including negligence of PT AGNutrition or its affiliate or strict
liability, or any other cause. Member acknowledges that the business venture contemplated
herein and/or its participation as Member for PT AGNutrition in the Territory involves
business risks and that Member’s success will be dependent solely on Member’s business
ability and commitment and that Member has seek and/or obtain independent legal and
business advice before entering into Member Contract.
4.6 Buy Back Policy: PT AGNutrition provides and guarantees buy back policy (repurchase
PT AGNutrition Products) for those PT AGNutrition Products sold to the Stockist and/or a
Member within six (6) months or one hundred eighty (180) from the date of purchase
(“Repurchase”). The said PT AGNutrition Products shall be repurchased at ninety percent
(90%) from its purchase price and PT AGNutrition is entitled to impose ten percent (10%)
being the operational and administration charges for the said Repurchase subject always to
compliance by the Stockist and/or a Member of the following:
4.6.1 Repurchase will not be made by PT AGNutrition should PT AGNutrition
Products (entitled for Repurchase in Section 4.6) are impaired and/or
damaged due to error, mishandling and/or negligent of the Stockist and a
Member; and
4.6.2 Repurchase shall be made known and confirmed by PT AGNutrition only after the
Stockist and/or a Member has completed the mandatory refund form together with physical
delivery of PT AGNutrition Products to PT AGNutrition’s business address/premises duly
accepted in writing by PT AGNutrition’s representative and PT AGNutrition Products shall be
returned in its original condition and intact (unused and unaltered of its content and
packaging) solely at the Stockist and/or Member’s cost.
4.7 Shipping/Delivery: A shipping confirmation will be emailed to a Member as soon as the
purchase has been shipped/delivered, which will allow a Member to track the status of
his/her shipment/delivery. All PT AGNutrition Products are shipped/delivered from its head
office based in Gading Serpong, Tangerang, Indonesia and are usually shipped/delivered
using the reliable courier services depending on its locality (i.e. Republic of Indonesia or
Worldwide) PT AGNutrition Products which are shipped/delivered to any Member based in
(i) Republic of Indonesia will take approximately up to two (2) weeks; or (ii) Worldwide will
take approximately up to one (1) month from the order date. However, there can be
occasional customs or courier delays which may affect the shipping/delivery timeframe from
time to time. The risk of loss in and title to PT AGNutrition Products shall sit with PT
AGNutrition from the date of shipping/delivery is made. Risk of loss in and title to PT
AGNutrition Products shall pass to a Member upon delivery of PT AGNutrition Products to a
Member at the shipping/delivery address provided to PT AGNutrition. Upon delivery of PT
AGNutrition Products, a Member shall be responsible for keeping PT AGNutrition Products
adequately insured against theft, damage by fire, flood and other perils. A Member shall
notify PT AGNutrition of any damages or shortages in PT AGNutrition Products ordered
within fourteen (14) Business Days from date of receipt of PT AGNutrition Products. For
damages or shortages which are not visible with a visual inspection upon unloading (that is,
damages or missing items within an intact or undamaged carton), a Member shall notify PT
AGNutrition within twenty-one (21) Business Days of discovery of such damages or
shortages. Upon being notified within the foregoing time periods, and subject to verification
of such damages or shortages by PT AGNutrition, PT AGNutrition shall at its cost and
expense replace the damaged product or make up the shortage. In the event a Member fails
to notify PT AGNutrition of any damages or shortages within the foregoing time periods, a
Member shall thereafter be responsible for such damages or shortages. In the event that a
Member is unable to locate his/her package, a Member must email his/her the order details
to PT AGNutrition to resolve the said issue.
4.8 Repackaging: A Member shall not repackage products, change the content of products
or otherwise change or alter any of the packaging labels of PT AGNutrition Products.
4.9 Written Sales Receipt: A Member who takes and/or delivers an order in person shall
deliver to the customer at the time of sale, a written and dated order or receipt which shall:
(a) describe the product(s) sold, (b) state the price charged, and (c) give the name, address,
and telephone number of the selling Member.
4.10 Cooling-Off Period: All contracts entered between PT AGNutrition and Member are
subject to a cooling-off period of ten (10) working day (“Cooling - Off Period”) i.e. a Member
is entitled to rescind the contract before the expiry of the Cooling-Off Period. Member agrees
that no PT AGNutrition Products shall be delivered under a contract until the Cooling-Off
Period has lapsed unless the said Member has acknowledged PT AGNutrition by a notice in
writing (“Notice”) requiring PT AGNutrition to deliver the PT AGNutrition Products at any
time, after seventy-two (72) hours of entering into the Member Contract but before the expiry
of the Cooling-Off Period. A Notice shall be served by delivering it personally to PT
AGNutrition or by sending it by registered post addressed to PT AGNutrition at the business
address/premises specified in the Member Contract.
4.11 Compliance with the Act, Applicable Laws, Regulations and Codes: A Member
shall comply with all laws, regulations and codes that apply to the operation of their
Membership wherever their business may be conducted. A Member must not conduct any
activity that could jeopardize the reputation of a Member and/or PT AGNutrition. Upon
request, a Member shall forthrightly provide any information requested about a Member’s
activities or any other activities known by a Member (even with respect to other Members).
In all such communications with PT AGNutrition, a Member shall act with absolute candor
and good faith.
4.12 Misrepresentation, Fraud, Deceptive or Unlawful Trade Practices: No Member shall
engage in any misrepresentation, fraud, deceptive or unlawful trade practice.
4.13 Unlawful Business Enterprises or Activities: All Members shall not operate any
illegal or unlawful business enterprise, engage or participate in any illegal or unlawful
business activity.
4.14 Professionalism: A Member shall at all times represents and conduct himself/herself in
a true, good faith, courteous and considerate manner as a distributor of PT AGNutrition and
shall not holding himself/herself or engage in any activities deemed to be against PT
AGNutrition Business Policies including selling, distributing, advertising, marketing and/or
promoting other direct-selling or MLM company whether registered or not registered under
the Act and shall not engage in any high-pressure tactics, but shall make a fair presentation
of PT AGNutrition Products or PT AGNutrition Sales and Marketing Plan, when and where
appropriate.
4.15 Member Relationship: No Member shall represent that he, she has, or they have any
employment relationship with PT AGNutrition or any of its affiliated companies and/or other
Members.
4.15.1. Each Member shall not give a false representation as to the nature of the relationship
between PT AGNutrition and its Members, or make any representation, except in
accordance with the explanation given in PT AGNutrition Sales and Marketing Plan and PT
AGNutrition Business Policies or other official literature of PT AGNutrition. A Member is
required to indemnify PT AGNutrition for the cost, damage or prejudice stemming from such
false representation, including any legal fees PT AGNutrition may have incurred to bring
legal action against the said Member.
4.15.2. Members shall not imply that they are employees of PT AGNutrition, nor shall they
refer to themselves as “agents,” “managers,” or “company representatives”, nor shall they
use such terminology or descriptive phrases on their stationary or other printed materials.
4.15.3. Members may not use their business cards to create the impression that they are in
an employment relationship with PT AGNutrition.
4.16 Franchises/Licenses and Territory(ies): No Members shall represent to anyone that
there are exclusive franchisee/licensee or Territory(ies) available under PT AGNutrition
Sales & Marketing Plan.
4.17 Other Selling Activities: Members may not take advantage of their knowledge of, or
association with other Members, including their knowledge resulting from or relating to the
Line of Sponsorship, in order to promote and expand other business ventures. Such conduct
constitutes unwarranted and unreasonable interference with the business contract of other
Members and PT AGNutrition.
4.17.1 Each Member shall not solicit, directly or indirectly, other Members to sell, offer to
sell, or promote other products, services, or business opportunities not offered or marketed
by PT AGNutrition. This Section also applies to other direct-selling or MLM company,
whether registered or not registered under the Act, investments, securities, and loans,
regardless of their source.
4.17.2 Each Member shall not sell, offer to sell, distribute, advertise, market or promote any
other business opportunities, products, or services using and/or in connection with PT
AGNutrition Sales and Marketing Plan.
4.18 Interference in another Member’s Membership; Inducement: It is a breach of PT
AGNutrition Business Policies for a Member to:
4.18.1 Interfere or attempt to interfere with another Member’s Membership; or
4.18.2 Induce or attempt to induce another Member to change his/her/their Line of
Sponsorship, to transfer or abandon his/her/their Membership, or to sponsor or not sponsor
a particular Prospect; or
4.18.3 To induce or attempt to induce another Member to deny training, education,
motivation or other support to a downline Member; or
4.18.4 To induce or attempt to induce another Member to breach PT AGNutrition Business
Policies.
4.19 Exporting PT AGNutrition Products: No Members shall export or import, or sell to
others who import or export, PT AGNutrition Products from any other country in which PT
AGNutrition has established operations, into any country(ies) regardless of whether or not
PT AGNutrition is doing business in that country(ies).
4.20 Retail Effort Section: PT AGNutrition pays Bonus under PT AGNutrition Sales &
Marketing Plan based on sales to end consumers. For a Member to be entitled to Bonus
and/or qualification under PT AGNutrition Sales & Marketing Plan, that Member’s purchases
must be consumed or
sold to end consumers within a reasonable period as determined by PT AGNutrition. PT
AGNutrition reserves the right to deny all qualifications, awards and rewards if in PT
AGNutrition’s judgment, the Member’s purchases are not in compliance with this Section.
4.20.1 PT AGNutrition does not require stock keeping or purchase of inventory. Each
Member shall not purchase or counsel other Members to purchase product for any purpose
other than the provision of such product to end consumers.
4.21 Unsolicited E-mail Messages: No Member shall send, transmit, or otherwise
communicate any unsolicited electronic mail messages in whatever format to persons with
whom the Member does not have a pre-existing personal or business relationship. This
includes, but is not limited to, sending e-mails, postings in news groups, social media
platforms, mass SMS messages (Short Messaging System) purchased mailing lists, “safe
lists”, or other lists of individuals or entities with which the Member does not have a
relationship.
4.22 Fundraising: No Member shall use PT AGNutrition Products in conjunction with any
type of fundraising activity. Fundraising includes but is not limited to the solicitation for the
purchase of PT AGNutrition Products based on the representation that all, or some, of the
gains, proceeds, bonuses, or profits generated by such sales will benefit a particular group,
organization or cause.
4.23 PT AGNutrition Sales and Marketing Plan Manipulation: No Member shall
manipulate PT AGNutrition Sales and Marketing Plan or award volume in any way which
results in the payment of Bonus or other awards and recognition that have not been earned
in accordance with the terms of PT AGNutrition Sales and Marketing Plan. In this regard, the
strategic and artificial structuring of PT AGNutrition’s Line of Sponsorship for the purpose of
depth building, whether or not there are relationships between those who are sponsored and
those who sponsor, is considered to be manipulation and unacceptable business practice.
PT AGNutrition at its sole discretion will determine what constitutes manipulation of PT
AGNutrition Sales and Marketing Plan.
4.24 Personal/Business Information Update: All Members are responsible for
communicating any updates or changes to their personal information (e.g., name, address,
telephone numbers, etc.) or business information (e.g., change of business status, etc.) to
PT AGNutrition. PT AGNutrition shall not be held responsible for any issue arising from
wrong and/or incorrect personal information of the Members.
4.25 Proprietary Information: In addition to the provisions contained in Section 9 of the
Code, pertaining to the use of PT AGNutrition’s trade name, trademarks and copyrighted
materials, PT AGNutrition’s confidential and proprietary business information includes, by
way of example and not limitation, Line of Sponsorship information (i.e., information
compiled by PT AGNutrition that discloses or relates to all or part of the specific arrangement
of sponsorship within PT AGNutrition business, including, without limitation, Members’ lists,
sponsorship trees, and all Members or PT AGNutrition’s business information generated
there from, in its present and future forms), business information, manufacturing and product
development, business plans, and Members’ sales, earnings and other financial information,
etc., constitute commercially advantageous, unique, and proprietary trade secret and
business secrets of PT AGNutrition which it keeps proprietary and confidential and treats as
a trade secret and business secret shall constitute “Proprietary Information”.
4.25.1 PT AGNutrition is the exclusive owner of all Proprietary Information, which is derived,
compiled, configured, and maintained by PT AGNutrition. Each Member acknowledges all
Proprietary Information is owned by PT AGNutrition through their considerable expenditure
of time, effort and resources.
4.25.2 Members are granted a personal, non-exclusive, non-transferable and revocable right
by PT AGNutrition to use limited Proprietary Information only as necessary to facilitate their
PT AGNutrition Business as contemplated under the Code including, for example, the
Confidentiality Policy and other applicable terms and conditions of the Member Contract. PT
AGNutrition reserves the right to deny or revoke this right, upon reasonable notice to the
Members stating the reason(s) for such denial or revocation, whenever, in the reasonable
opinion of PT AGNutrition, such is necessary to protect the confidentiality or value of
Proprietary Information.
4.25.3 All Members shall maintain the Proprietary Information in strictest confidence and
shall take all reasonable steps and appropriate measures to safeguard Proprietary
Information and maintain its confidentiality.
4.25.4 A Member shall not compile, organize, access, create lists of, or otherwise use or
disclose the Proprietary Information except as authorized in writing by PT AGNutrition. A
Member shall not disclose the Proprietary Information to any third party or use the
Proprietary Information in connection with any other business other than PT AGNutrition
Business only.
4.25.5 Use or disclosure of the Proprietary Information, other than as authorized by PT
AGNutrition, shall cause significant and irreparable harm to PT AGNutrition, and PT
AGNutrition may claim appropriate compensation for damages as well as demand a Member
refrain from harmful conduct as well as seek any other remedies under applicable laws.
4.25.6 In case of disclosure of the Proprietary Information, voluntary or not, by a Member to
any third person, the said Member should immediately notify PT AGNutrition about that fact
and take the necessary measures in order to (a) prevent further disclosure by such third
party and (b) oblige such third party to sign a confidentiality and non-disclosure agreement
for the benefit of PT AGNutrition and under no less stringent terms that those provided within
this Section 4.25.
4.25.7 A Member shall promptly return or destroy all the Proprietary Information or any copy
of same to PT AGNutrition upon resignation, expiration, failure to renew, denial of extension
or termination of his, her or their Membership and shall refrain from any further use.
4.25.8 The confidentiality obligations set out in this Section 4.25 shall survive during the
term of the Member Contract/Membership as well as after the date of its expiration or
termination by any cause.
4.26 Presentation Code: The content of the presentations which include or support the
promotion of the retailing of PT AGNutrition™ Products, or PT AGNutrition Sales and
Marketing Plan, must otherwise be in accordance with the following:
4.26.1 A Member shall not:
a) exaggerating income representations by relating it to or incorporating it with other
incomes and suggesting that it is the result of building PT AGNutrition Business.
b) substitute group or non- PT AGNutrition organizational identity for PT AGNutrition
Business. PT AGNutrition Business must always be clearly identified without any
ambiguity to the participants during the presentation.
c) advocate, imply or give the impression that success can be achieved through
promoting personal consumption with no requirement to sell or promote inappropriate
product usage and/or claims.
d) promote one’s Line of Sponsorship, affiliation or group in any manner that will give
rise to or likely to give rise to resentment by or cause any detriment to others.
e) misrepresent whether directly or indirectly and by whatever means the relationship of
the Member to PT AGNutrition, for example, suggesting or implying that PT
AGNutrition is “just a supplier”, or that the Member represents a business opportunity
of which “PT AGNutrition is a part”, or that the Member “outsources” administrative
support to PT AGNutrition, etc.
f) promote any other business opportunity other than PT AGNutrition Business or solicit
any participants to attend meetings for the purpose of presenting another business
opportunity at any time.
g) use the meeting as a platform to promote or advocate religious, political and/or
personal social beliefs.
4.26.2 Personal reflections on the following are not appropriate:
(a) social and cultural issues;
(b) preferences regarding specific political views, parties, candidates or elected officials.
4.26.3 Discussions must only relate to ethics and positive attitudes that will assist and
encourage the Members’ and PT AGNutrition Business and/or PT AGNutrition Products.
4.26.4 Income representations, whether direct or implied, must reflect a realistic income
potential from participation in PT AGNutrition Sales & Marketing Plan.
4.27 Activity Outside Republic of Indonesia or Activity Outside The Market Where The
Member Is Registered: A Member who engage, directly or indirectly, in any activity related
to PT AGNutrition Business in a jurisdiction outside of Republic of Indonesia must do so in a
manner that complies with the Member Contract and spirit of the applicable laws,
regulations, and rules, policies and procedures of PT AGNutrition’s affiliates in that
jurisdiction, regardless of whether they are registered Members in that jurisdiction. Failure to
do so shall be a breach of the Member Contract.
4.28 Special Clause for Leadership Rank: This clause shall be strictly followed by all
Members awarded or conferred with a Leadership Rank (“Leader” or “Leaders”). No
leniency shall be granted in the event of breach of any provisions in this clause.
4.28.1 Prohibition on Attending Competitor Events: Leaders are prohibited from
appearing, attending, or participating in any activities, programs, or events of any directselling
or MLM company whether registered or not registered under the Act, in whatsoever
ways, either offline or online.
4.28.2 Prohibition of Sharing, Promoting, or Pitching: Leaders shall not share, promote,
or pitch any activities, programs, or events of other direct-selling or MLM company.
Additionally, Leaders are prohibited from encouraging or recruiting Members to attend or
participate in such activities, in whatsoever ways, either offline or online.
4.28.3 Mandatory Participation in Company Events for Leadership Ranks: Leaders are
official PT AGNutrition’s events, including but not limited to:
a) Leadership meetings;
b) Conferences or seminars;
c) Training sessions; and
d) PT AGNutrition Products’ launches.
Passing Down Knowledge: Each Leader shall ensure that each Member within their
downline receives basic training and the necessary information to conduct PT AGNutrition
Business. 4.28.5 Representation and Engagement: Leaders must demonstrate
commitment by attending the events (i) - (iv) described above to represent their groups and
engage in A PT AGNutrition’s vision and objectives. Active involvement sets a positive
example and promotes a culture of growth within the organization.
4.28.6 Attendance Accountability: Leaders unable to attend mandatory events must
inform PT AGNutrition in writing no later than seven (7) Business Days before the event
providing a valid reason for their absence, subject to PT AGNutrition’s approval. Failure to
attend without prior notice or justification may result in a review of the Leader’s Leadership
Rank status.
4.28.7 Consequences for Non-Compliance: Leaders are required to attend at least two (2)
PT AGNutrition’s events annually to ensure their commitment to PT AGNutrition Business
and remain well-informed. Consistent failure to attend may result in disciplinary action,
including suspension of Leadership Rank privileges or other measures in accordance with
PT AGNutrition Business Policies.
4.28.9 Participation in Cross-Group Activities By Non-Downline Members: Leaders are
strictly prohibited from soliciting, inviting, recruiting or influencing Members outside their
downline to participate in any cross-group activities.
4.28.10 Manipulation of PT AGNutrition Systems within Same Tree Structure/
Placement Genealogy: Leaders shall immediately report any suspected or confirmed
manipulation or any knowledge or information regarding such manipulation carried out by
their downline, upline, or any other Members within their group (“defaulted Member”).
Concealing such information may lead to disciplinary action against the Leader for collusion
or conspiring with the defaulted Member.
4.28.11 Respect for Group Structure: Leaders shall respect the organizational hierarchy
within PT AGNutrition Business. Cross-group recruitment, sharing of Members, or disruption
of group dynamics is considered a violation of this Code.
4.28.12 Collaboration within Proper Channels: While cross-group collaboration for
business growth is encouraged, Leaders must ensure that such activities are transparent
and conducted within PT AGNutrition’s approved frameworks.
4.28.13 Disciplinary Action for Non-Compliance: Any Leader found in violation of this
Code may face disciplinary action, including loss of leadership status, suspension of
privileges, or other corrective measures deemed appropriate by PT AGNutrition.
4.28.14 Consequences for Non-Compliance: Violations of this Code may lead to severe
disciplinary action, including but not limited to:
(a) Suspension of Membership;
(b) Loss of privileges associated with the Leadership Rank;
(c) Appropriate legal action to be taken against such Leaders in accordance with PT
AGNutrition Business Policies and relevant laws.
4.28.15 Ensuring Compliance and Reporting Violations: Members are expected to report
any unauthorized sales or purchases of AGP e-wallet. PT AGNutrition will take appropriate
action to protect the interests of PT AGNutrition, PT AGNutrition Business, PT AGNutrition
Sales and Marketing Plan, Line of Sponsorship and relationships between each Member’s
groups.
4.28.16 Mandatory Reporting of PT AGNutrition Systems Manipulation: Leaders shall
immediately report any suspected or confirmed instances of PT AGNutrition Systems
manipulation carried out by their downline, upline, or any Members within their groups. This
includes, but is not limited to, fraudulent activities, data tampering, or any actions intended to
exploit or bypass PT AGNutrition Systems. Failure to do so may result in disciplinary action
being taken against them.
4.28.17 Duty of Integrity: Leaders shall always maintain the integrity of PT AGNutrition
Business. Failure to report manipulation to PT AGNutrition Systems may compromise the
integrity of PT AGNutrition Business and may lead to disciplinary action being taken against
both the Leader and the individuals involved.
4.28.18 Confidential and Immediate Action: Leaders shall ensure that any reports of
manipulation of PT AGNutrition Systems are kept confidential and submitted promptly to PT
AGNutrition for investigation. PT AGNutrition will take appropriate action in accordance with
its PT AGNutrition Business Policies and relevant laws.
Section 5 – Responsibilities and Obligations of all Sponsors
5.1 Duties and Responsibilities of Sponsors: A Member who engages in sponsoring
activity or who sponsors a Member shall:
5.1.1 sell to the sponsored Member an unaltered PT AGNutrition business kit at a fee as
designated by PT AGNutrition only.
5.1.2 be in compliance with the Member Contract and meet all requirements as set forth in
the Member Contract including PT AGNutrition Business Policies.
5.1.3 train and motivate the sponsored Member in accordance with PT AGNutrition Business
Policies or cooperate with the upline to ensure that this training and motivation occurs.
5.1.4 Ensure that the Member whom they have personally sponsored and downline of those
sponsored, fully comply with the Code and the terms of the Member Contract including PT
AGNutrition Business Policies, and all applicable laws and regulations.
5.1.5 Encourage Members who have personally sponsored and downline of those
sponsored, to attend official PT AGNutrition’ meetings and functions.
5.1.6 Explain the responsibilities and obligations of a Member under the Member Contract,
including PT AGNutrition Business Policies and instruct the sponsored Member on how to
operate a Membership in accordance with PT AGNutrition Business Policies, in addition to
PT AGNutrition Sales and Marketing Plan and other official PT AGNutrition’s literature.
5.1.7 Support and comply with the Code and educate and assure that other Members whom
they have personally sponsored and downline of those sponsored.
5.1.8 Protect the sponsorship rights of each Member whom they have personally sponsored
and downline of those sponsored.
Section 6 – Preservation of the Line of Sponsorship
6.1 Protection of the Line of Sponsorship: The sale of an ownership interest in a
Membership, transferring a Membership, requires prior approval in writing by PT
AGNutrition. This approval shall be at PT AGNutrition’s sole discretion.
6.1.1 The transfer of a Member, with or without his/her/their personally sponsored and
downline of those sponsored, moves the sponsorship of that Membership from one Member
to another.
6.1.2 When a Membership is sold, such Membership shall remain in the same position in the
Line of Sponsorship.
6.1.3 Transfers may not be used to strategically or artificially restructure any part of the Line
of Sponsorship.
6.2 Divorce, Separation, or Other Dissolution: Whenever a business is ordered to be
separated or divided as the result of a divorce, dissolution of a corporation or partnership
(where applicable), the separation or division must be accomplished in such a way as to not
adversely affect the interests and/or income of the Member in the Line of Sponsorship.
During the division or separation process, neither party shall administer or operate, together
or separately, any other Membership without PT AGNutrition’s express written consent.
6.2.1 Divorce: Upon the divorce of a married couple, one of whom is a signatory to a
Member Contract, PT AGNutrition shall continue to recognize the signatory to the Member
Contract as the Member and shall pay Bonus and grant awards and rewards to such
Member only. PT AGNutrition will continue to treat the Membership as a single entity and the
individuals formerly married are still bound by the applicable Section in this Code as they
deal with spousal issues. Any arrangements between divorced spouses with respect to
proceeds from PT AGNutrition Business of one of the spouses must be handled by the
divorcing spouses independently and separately at their costs. Absent the express written
consent of PT AGNutrition, no arrangements shall be made to divide proceeds or to share
awards or rewards between divorced spouses.
6.2.2 Dissolution of a Legal Entity Operating a Membership: Absent the express written
agreement of PT AGNutrition to the contrary, prior to dissolution of a legal entity that is a
signatory to a Member Contract, the Member Contract may be assigned to the authorized
representative of the legal entity who signed the Member Contract originally on behalf of the
company. The failure to either assign the Member Contract to the authorized representative
shall result in the abandonment of the Membership in accordance with Section 13 of the
Code.
6.3 Disposition of a Membership: If a Member terminates his/her Membership with PT
AGNutrition or falls within the definition of Non-Active Account or fails to apply for extension
of the Membership within the required time period or dies without leaving heirs who are
willing and able to assume responsibility for the Membership, PT AGNutrition, at its sole
discretion, shall decide the future of the Membership in accordance with Section 13.
6.4 Non-Compete/ Non-Solicitation:
6.4.1 Non-Compete:
A Member shall not, for a period of one (1) year after the termination of his/her contract of
Membership with PT AGNutrition, engage in or carry on any business or service, either
directly or indirectly, which may be considered to be in competition with or similar to PT
AGNutrition Business, whether for his/her own account, or for the account of any other
person in Republic of Indonesia and/or any countries where PT AGNutrition Business has its
presence (“Worldwide”), using or exploiting any confidential information belonging to PT
AGNutrition, its customers or Members. Confidential information includes the Proprietary
Information under Section 4.23, but is not limited to: PT AGNutrition’s Line of Sponsorship
information, PT AGNutrition Sales and Marketing Plan, PT AGNutrition Products, other
marketing strategies, technology, know-how, customer lists and contacts, Members’ lists and
contacts, customer portfolios, costs of production and marketing, product costs, prices,
quoted prices, specific needs and requirements of customers and suppliers, status of all ongoing
negotiations with customers, price lists, and any other information which by its nature
could be considered to be confidential.
6.4.2 Non-Solicitation:
A Member shall not, during the existence of his/her contract of Membership with PT
AGNutrition, and for a period of twenty-four (24) months after the termination of his/her
contract of Membership with PT AGNutrition, whether for his/her own account, or for the
account of any other person in Republic of Indonesia and/or Worldwide, solicit, induce,
attempt to solicit, attempt to induce, or otherwise entice away from PT AGNutrition, any of its
Members in Republic of Indonesia and/or Worldwide to sell, distribute, market, advertise,
promote, invite, join and/or participate in any activity(ies) of other direct-selling or MLM
company whether registered or not registered under the Act. Furthermore, a Member shall
not use or exploit PT AGNutrition’s confidential and Proprietary Information which includes
but is not limited to PT AGNutrition’s Line of Sponsorship information, PT AGNutrition Sales
and Marketing Plan, PT AGNutrition Products, other marketing strategies, technology, knowhow,
customer lists and contacts, Member lists and contacts, customer portfolios, costs of
production and marketing, product costs, prices, quoted prices, specific needs and
requirements of customers and suppliers, status of all on-going negotiations with customers,
price lists, and any other information which by its nature could be considered to be
confidential.
Section 7 – Non-PT AGNutrition Produced Business Support Materials (BSM)
While PT AGNutrition does not require anybody to purchase BSM, Members may decide
that they can play a useful role in building a profitable business or achieving goals. BSM are
entirely optional and any Members who choose to promote, use, sell or distributes BSM
must emphasize that the purchase is strictly voluntary. All BSM utilized in building a
Membership or selling PT AGNutrition Product must comply with PT AGNutrition Business
Policies. BSM may not be sold to non-Member nor can the purchase of any BSM be framed
as a requirement for becoming a Member. PT AGNutrition does not endorse any BSM. At its
sole discretion, PT AGNutrition may review any BSM and determine whether it is suitable for
use in the market. PT AGNutrition’s review would be solely for the determination of
compliance with its PT AGNutrition Business Policies and its other business
practices/guidelines. Members are responsible for compliance with all governing laws and
guidelines regarding the content, production, distribution, and sale or use of BSM. Members
are advisable to contact PT AGNutrition to ensure compliance with the laws and guidelines
regarding BSM.
7.1 Member Only: Subject to a written approval by PT AGNutrition, a Member may produce
BSM dealing with general subjects of a “how-to” nature; however, they must bear the legend
“For Existing Member Only – Not for use with Prospects.”
7.1.1 Any Member who chooses to use, sell or distribute BSM, including tickets to seminars
and events, may not suggest, or imply that the use of any such materials will guarantee
success. All BSM shall contain the following or substantially equivalent language in a format
and placement indicated by PT AGNutrition: “No one can guarantee that these
techniques and approaches will work for you. We hope, however, that the ideas
presented here will assist you in developing a strong and profitable business. These
materials have been published independently of PT AGNutrition.”
The above language or its equivalent must appear on all seminars and event tickets.
7.2 Review: PT AGNutrition reserves the right to require submission of all BSM for review
and authorization at its sole discretion. As a result of such review, PT AGNutrition may
require that such BSM be modified and/or take other appropriate action(s).
Section 8 – Presentation of PT AGNutrition Sales and Marketing Plan
8.1 Must not Give False Impression: When inviting a Prospect to hear a presentation of PT
AGNutrition Sales and Marketing Plan, a Member shall neither directly nor indirectly:
8.1.1 Give the impression that PT AGNutrition Sales and Marketing Plan relates to an
employment opportunity;
8.1.2 Imply that the invitation is to a social event;
8.1.3 Disguise the invitation as a “market survey”;
8.1.4 Promote the event as a “tax seminar;” as stated in Section 8.3.3;
8.1.5 Promote PT AGNutrition Business Opportunity as a business relationship with a
person, company, or organization other than PT AGNutrition;
8.1.6 Directly or indirectly indicate that such products are merely one line of products
distributed through or as a part of a brokerage, consignment, or intermediary business
operated by a person, company or organization other than PT AGNutrition;
8.1.7 Directly or indirectly indicate that PT AGNutrition Business Opportunity, Member or PT
AGNutrition Products merchandised through PT AGNutrition are part of any business other
than PT AGNutrition Business Opportunity as defined in the Code and other official PT
AGNutrition’s literature;
8.1.8 Fail to affirmatively indicate in connection with such an invitation the true nature of
such a presentation and that the presentation is about PT AGNutrition Sales and Marketing
Plan and PT AGNutrition Business Opportunity; or
8.1.9 Engage in any other direct or indirect misrepresentation of PT AGNutrition Business
Opportunity and the Member’s relationship to PT AGNutrition and the nature of PT
AGNutrition Business, or omit any information that a person receiving such an invitation or
attending or otherwise participating in such a presentation or event could reasonably be
expected to need in order to properly evaluate PT AGNutrition Business Opportunity, PT
AGNutrition Products and/or other PT AGNutrition Business Policies; or
8.1.10 In any other way violate Section 4.24 above.
8.2 First Contact with Prospect: It is a breach of the Code for a Member to mislead or fail
to inform a Prospect of the nature of the Member’s activities and, therefore, at first contact
with Prospect, a Member must:
8.2.1 Introduce himself/herself by name;
8.2.2 Truthfully and honestly represent PT AGNutrition as a Member;
8.2.3 Truthfully and honestly respond with full transparency and candor to any questions that
the Prospect has concerning PT AGNutrition Business Opportunity, PT AGNutrition
Products, the Member or PT AGNutrition.
8.3 Sponsorship Ethics: In seeking participation of a Prospect in PT AGNutrition Sales and
Marketing Plan, the sponsoring Member must comply with Section 4.24 above as well as
the following:
8.3.1 Must not say that a successful Membership can be built in the form of a “wholesale
buying club”, where the only products bought and sold are those transferred to other
Members for their personal use.
8.3.2 Must not say that there is no requirement for the retail sale or marketing of products by
a Member.
8.3.3 Must not promote the enjoyment of tax benefits as the best or principal reason for
becoming a Member.
8.3.4 Must not say that the business is a “get-rich-quick” opportunity in which it is easy to
achieve success with little or no expenditure of effort or time. In the event that another
Member is used as an example for success, that Member’s success must be verifiable and
substantiated.
8.3.5 Must not use any broadcast communication methods including mass mailings,
telemarketing, national or international advertising, radio, television, facsimile services,
computer communication networks including the internet, or any other means by which
personal contact is not present to secure the Member or to solicit the sale of PT AGNutrition
Products.
8.3.6 A Member must not misrepresent the relationship between PT AGNutrition and any
other company affiliated with PT AGNutrition.
8.4 No Exclusive Territories: No Member shall represent that there are exclusive territories
available. It is a breach of the terms of Membership to make such a representation.
8.5 No Obligation to Purchase: A Member shall not require a Prospect to purchase PT
AGNutrition Products and/or that a deposit is required in order to participate, nor that there is
a fee under the form of a training course, seminar, social event or similar activity in order to
have the right to participate, except for PT AGNutrition’s business kit whereupon applicable
for purchase. It is a breach of the terms of Membership to make such a representation.
Section 9 – Use of PT AGNutrition Trade Name, Trademarks and Copyrighted
Materials
This Section has been developed to maintain the integrity of PT AGNutrition Intellectual
Property and to ensure that PT AGNutrition’s brand will be available exclusively for PT
AGNutrition Business. In addition, PT AGNutrition has implemented a corporate identity
program that requires the correct and consistent use of PT AGNutrition’s corporate logo, no
matter where it appears. Therefore, no alterations to the approved logotype are allowed.
Upon request, PT AGNutrition will provide an example of the approved logotype and color
specifications.
9.1 Misuse and Misappropriation: Members shall not misuse or misappropriate PT
AGNutrition Intellectual Property or its Proprietary Information. It is a breach of the Member
Contract for a Member to use any PT AGNutrition Intellectual Property or Proprietary
Information belonging to or licensed to PT AGNutrition except in accordance with the
applicable terms, conditions and procedures set forth in the Member Contract, including PT
AGNutrition Business Policies.
9.1.1 Each Member acknowledges and agrees that PT AGNutrition is the owner of PT
AGNutrition Intellectual Property including, e.g., logos, service marks and other intellectual
property and industrial property, including the name PT AGNutrition, and various
trademarks, trade names and service marks used in connection with PT AGNutrition
Products, and the various designs or labels.
9.1.2 Each Member shall not use, in connection with PT AGNutrition Business or any other
business (including but not limited to, any business vehicle, office, phone listings, premises,
or stationery) and/or on or in connection with any products, PT AGNutrition’s name, or PT
AGNutrition Intellectual Property or other intellectual property belonging or licensed to PT
AGNutrition without the prior written consent of PT AGNutrition and subject always to any
conditions attached to such use except as otherwise provided herein. PT AGNutrition
reserves the right to withdraw its consent at its absolute discretion.
9.2 Imprinted banners/signs for Public Meetings/Events: If a Member desires to conduct
a public meeting or event in which PT AGNutrition’s name will be displayed in public, the
said Member must first obtain prior written approval from PT AGNutrition for such use of PT
AGNutrition’s name (A public meeting means a meeting where prospects may attend). The
said Member shall provide a written request for PT AGNutrition for each public meeting;
such request shall include a description of the proposed banners/signs, their size, materials
to be used for banner/signs and location.
9.2.1 A Member must not produce or obtain any printed products from any source other than
PT AGNutrition which bears PT AGNutrition’s name, trademark, logo or trade name without
written permission. Such permission must be renewed for each event/public meeting.
9.2.2 PT AGNutrition always reserves their right to withdraw permission to display PT
AGNutrition’s name if the standards stated are not met, of which PT AGNutrition shall be the
sole judge.
9.3 Imprinted Business Cards: Upon payment of a fee, PT AGNutrition shall provide to the
Member of his/her business cards.
9.4 Promotional Literature, Stationery, Premiums, etc.: A Member shall not produce or
procure from a source other than PT AGNutrition any items bearing the PT AGNutrition’s
name or logo or PT AGNutrition Intellectual Property or any trademarks, trade names or
service marks belonging to or licensed to PT AGNutrition.
9.5 Use of Internet/Member’s website:
9.5.1 Each Member may create a personal home page to provide and share information on
their business and themselves with friends and downlines.
9.5.2 Each Member at their own cost may purchase hardware or software for computers,
subscribe to the internet service provider and maintain the site at their own cost.
9.5.3 Each Member’s websites must be protected with pass code. Such pass codes must
not be easily determined by uninvited individuals seeking entrance.
9.5.4 Use of the website or any broadcast communication methods, including mass mailing,
telemarketing, national or international advertising through radio, television, facsimile
services, computer communications network or any other means by which person to person
contact is not present, as a channel for the dissemination of mass communication or
information whether in graphic, printed or audible form with the purpose of offering business
opportunities, securing customers, selling or to promote the sales of products, or the sales or
offer for sale of business support materials by a Member is prohibited.
9.5.5 A Member is prohibited from using their website for sending, transmitting or otherwise
communicating of any unsolicited e-mail messages to persons with whom the Member does
not have a pre-existing personal or business relationship.
9.5.6 A Member’s website content must comply with PT AGNutrition Business Policies and
must contain a Privacy Policy that is consistent with market/Territory applicable laws.
9.5.7 A Member’s website is not to be used for the offer or sales of products and to be
operated and maintained in compliance with all respective Member’s laws, regulations and
codes and there shall be no unauthorized use of intellectual property rights of any parties.
9.5.8 A Member shall provide and register with PT AGNutrition their websites’ access pass
code. PT AGNutrition should have the right access to Member’s website and any content
deemed inappropriate by PT AGNutrition must be changed whether by way of editing,
deletion or addition if PT AGNutrition so directs.
9.5.9 E-mail addresses are permitted but such e-mail addresses must not appear on the
home page.
9.5.10 A Prospect shall not be required as a condition to becoming a Member or any
currently authorized Member shall not be required as a condition to receiving assistance in
the development of his/her business from his/her Sponsor, to purchase hardware or software
for computers, subscribe to an internet service provider or establish a Member’s website.
9.5.11 A Member shall not, without the written consent of PT AGNutrition, use PT
AGNutrition Intellectual Property including trade name or service marks or any variations
likely to cause confusion with PT AGNutrition’s trade name or service marks in their website
addresses or e-mail addresses including a meta tag or other site locator.
9.5.12 A Member shall not make any representations in their website that expressly or imply
in any manner to guarantee success in any aspect of PT AGNutrition Business Opportunity.
Section 10 – Death and Inheritance
10.1 Death and Inheritance: Upon the death of a Member, the said Member’s interest in the
Membership may be passed on to one (1) designated beneficiary named by the said
Member, subject to the applicable laws on succession governing such Member and PT
AGNutrition’s acceptance of the assignment of the Membership pursuant to Section 3.
Therefore, the original Member must make proper arrangements during their lifetime for the
orderly and legal transfers of ownership of his/her Membership to the said rightful
beneficiary.
Section 11 – Breach of Contract; Procedures
11.1 Procedures:
11.1.1 Investigation: When PT AGNutrition believes that a breach of PT AGNutrition
Business Policies has occurred, will occur, or is threatened to occur, PT AGNutrition may
investigate the activity of the Member at issue. PT AGNutrition may undertake this
investigation on its own initiative or when requested by another Member who has submitted
a written complaint to PT AGNutrition as provided in Section 11.1.2.
11.1.2 Complaints by Member: A Member who believes that another Member has
breached PT AGNutrition Business Policies, or who has personal knowledge of the activities
leading to such an alleged breach, shall notify PT AGNutrition in writing of the alleged
breach and all facts connected with it.
11.1.2.1 On receiving this notice PT AGNutrition will notify the appropriate Member of the
complaint and request an immediate response.
11.1.2.2 If the complaint and response do not contain sufficient facts upon which to decide,
additional information may be requested from any party by PT AGNutrition.
11.1.2.3 When PT AGNutrition believes that it has sufficient information regarding the facts
and circumstances relevant to the complaint, PT AGNutrition will decide whether there has
been a violation of PT AGNutrition Business Policies and will take appropriate action in
accordance with Section 12.
11.1.3 Notification of Action:
11.1.3.1 PT AGNutrition will forward a decision letter to the violating Member. The decision
letter will list the specific complaint(s), outline the corrective action to be taken and, if
appropriate, set a time limit for the Member to comply.
11.1.3.2 Notice: Any notice shall:
11.1.3.2.1 Be mailed, e-mailed or faxed or sent by registered mail or other confirmable
method allowable by law to the address or fax that PT AGNutrition has on record for the
Member. Claim of failure of a Member to receive a notice shall not delay the action by PT
AGNutrition; and
11.1.3.2.2 If applicable, state the Section(s) of the Code or other provisions of the Member
Contract violated or breached by the Member; and
11.1.3.2.3 State the date of which any such action shall become effective; and
11.1.3.2.4 If applicable, advise the Member of his/her opportunity to seek review of PT
AGNutrition’s decision.
Waiver of Claims: A Member waives all claims against PT AGNutrition arising out of or in
respect to any action that PT AGNutrition takes under the Membership and/or this Section. A
Member who is terminated, de-sponsored or has other action taken as a result of a violation
of PT AGNutrition Business Policies shall have no claim against PT AGNutrition arising out
of or with respect to the termination or de-sponsorship.
Section 12 – Breach of Contract; Sanctions
12.1 Sanctions: In the event PT AGNutrition at its sole discretion determines that there has
been a breach of PT AGNutrition Business Policies by a Member, PT AGNutrition may take
one or more of the following actions:
12.1.1 Terminate the Membership by providing the Member with a written notice of
termination at his/her address or by some other suitable or electronic means or as allowed
by law;
12.1.2 Suspend the Member pending investigation and/or decision by PT AGNutrition;
12.1.3 Require the Member to attend training;
12.1.4 Suspend specific authorizations under the Membership, such as by way of example
and without limitation, the Member opportunity to Sponsor, to purchase or sell PT
AGNutrition Products, or to conduct similar activities associated with PT AGNutrition
Business;
12.1.5 Remove the Member as a Sponsor of any downline Member also called “desponsoring”
and/or restrict the Member’s authority to Sponsor others;
12.1.6 Require refund of the Bonus;
12.1.7 Remove any qualification and require return of any objects evidencing such
qualification (by way of example and not limitation, such as pins, certificates, etc.); or
12.1.8 Require written acknowledgement of the breach(es) and an undertaking not to breach
the Member Contract in the future; or
12.1.9 Take any action short of termination of the Membership as may be permissible under
applicable law and appropriate in PT AGNutrition’s sole discretion to address the specific
breach(es);
12.2 No Waiver: The failure of PT AGNutrition to take any action upon learning of a breach
or potential breach shall not constitute a waiver of PT AGNutrition’s rights to assert such a
breach in the future. The failure of a Member to take any action upon learning of a breach
shall not constitute a waiver of any other rights or remedies that may be available under
applicable law.
12.3 Suspension: PT AGNutrition reserves the right to determine the specific terms of each
suspension on a case-by-case basis. In the event of any breach of contract by a Member,
PT AGNutrition may take action to suspend the aforesaid Member and/or suspend some or
all the Member’s privileges under the Membership, including but not limited to:
12.3.1 Public announcement made in writing with picture(s) of the suspended Member on
the Website or social media platform(s) with statements informing other Members or public
who have interest or dealings with the aforesaid suspended Member regarding him/her
suspension;
and/or
12.3.2 Withholding Bonus for payment of higher award monies pending final resolution of the
matter; and/or
12.3.3 Suspending authorization to conduct sponsoring activity (sponsoring, recruiting
meetings, training sessions, home presentations, etc.); and/or
12.3.4 Suspend invitations to company-sponsored seminars, trips and events; and/or
12.3.5 Conduct reorientation and retraining meetings; and/or
12.3.6 Require that Member provide PT AGNutrition with recordings of their PT AGNutrition
Sales and Marketing Plan’s presentations.
12.4 Actions on Termination: Upon termination for any cause whatsoever, the Member
shall cease to identify himself/herself as a Member.
Section 13 – Disposition of Terminated or Non-Renewed Membership
13.1 Abandonment: When a Membership of a Member is terminated or not renewed, the
Membership is considered abandoned, and the signatory to the Member Contract shall have
no further rights in the Membership. PT AGNutrition may, if applicable, assign or dissolve
Membership, pursuant to Section 13.1.1 and Section 13.1.2, the right to operate PT
AGNutrition Business in the former Member’s position in the Line of Sponsorship to another
Member, or may remove such position in the Line of Sponsorship, in its sole discretion. In
exercising its prerogative hereunder, PT AGNutrition may elect to employ one of the
following methods or any other method permissible by law, and may unilaterally modify and
amend the Membership of any affected Member to change their Sponsor and the Line of
Sponsorship as may be necessary to implement such a decision:
13.1.1 Sale of Membership: If PT AGNutrition elects to sell the right to operate PT
AGNutrition Business in the former Member’s position in the Line of Sponsorship, the
following will be observed:
13.1.1.1 The sale shall be offered in order of priority.
13.1.1.2 The terms of the sale will be set forth in a written contract executed between PT
AGNutrition and the purchaser.
13.1.1.3 The purchasing party shall operate PT AGNutrition Business in the position in the
Line of Sponsorship held by the previous Member.
13.1.2 Dissolution of Membership: If PT AGNutrition so elects, the Sponsor of the former
Member in the Line of Sponsorship may undertake the obligations of the former Member and
assume the role of Sponsor for all Members who had been personally or Internationally
Sponsored by the former Member.
13.1.3 Cancellation and Disposal of AGP: PT AGNutrition shall have the right to
automatically cancel or dispose of AGP remains in the account(s) of such terminated
Members without any money refund or conversion into money or conversion into PT
AGNutrition Products. PT AGNutrition have their right to issue a notice to the Members from
time to time regarding any changes in its policy regarding the Non-Active Account.
13.2 No Limitation on PT AGNutrition: PT AGNutrition, however, is in no way limited to
any of the above methods of disposition of PT AGNutrition Business and may exercise
complete discretion as to methods and/or timing of disposition.
- End of the Code -