Code Of Ethics

The VITAMIST® Ltd. Professional Code Of Ethics

I will be honest and fair in all my dealings while acting as an Independent Representative of VITAMIST® Ltd.
I will perform all my professional activities in a manner that will enhance my reputation and the positive reputation established by VITAMIST® Ltd.
I will be courteous and respectful to every person contacted in the course of my VITAMIST® Ltd. business.
I will fulfill my leadership responsibilities as a sponsor, including training and supporting the Representatives in my sales organization.
I will not misrepresent the VitaMist® products or Compensation Plans, nor will I engage in any other deceptive or illegal practice.
I will make no claims for any VitaMist® products that are not contained in official Company literature, nor will I misrepresent the income potential of the Compensation Plans.
I understand and agree that I am solely responsible for all financial and/or legal obligations incurred by me in the course of my business as an Independent Representative of VITAMIST® Ltd. products and/or services.
I will conduct my Independent VITAMIST® Ltd. business in such a way as to respect the products and professionalism of other companies.

INTRODUCTION
VITAMIST®, LTD. (hereinafter referred to as "VITAMIST®" or the "Company") is a home base business company, which encourages and supports the use and retail selling of its products through Independent Representatives throughout the United States, its territories and other countries. VITAMIST® combines the best of the highest quality nutritional supplements, a unique delivery system and generous marketing program. It provides its members with the opportunity to improve their personal and financial well being while helping others to do likewise.

VITAMIST® provides it’s Representatives with the best quality products, support staff and marketing plan in the industry. The Company and its products provide an opportunity for consumers and VITAMIST® representatives to improve the quality of their lives from the use of Company products and equal access to success to anyone willing to properly work the program.

The Company has a long-term business philosophy. In embracing this philosophy, VITAMIST® provides quality products, exceptional support and a fair and generous marketing plan for Company representatives that purchase its products for personal use and for resale to consumers. VITAMIST® Representatives, as independent contractors, are free to devote as much or as little time to their VITAMIST® businesses as they deem appropriate in their sole discretion and to market the product in the manner they believe will be most successful, so long as in doing so they do not violate any of the terms of their VITAMIST® Member Agreement, Company Policies and Procedures, and marketing plan, commit unfair or deceptive trade practices or violate any requirements of state or federal laws. Any such violation will be grounds for immediate suspension or termination of the Representative's relationship with the Company.

No home-based business company can legitimately guarantee its independent contractor any particular income, profit or success. A VITAMIST® Representative is an independent contractor, and like any other independent business, his or her success or failure depends on his or her personal efforts.
BASIC PRINCIPLES
A Representative is one who has completed a VITAMIST® Member Agreement Form and has been accepted by the Company as a Team Member. It is important for you to read and understand all Company Policies and Procedures. The following are some of the basic principles.
1. Policies Incorporated Into Member Agreement
  These Policies and Procedures, in their present form and as amended at the sole discretion of VITAMIST®, are incorporated into, and form an integral part of, the company Member Agreement. Throughout these Policies, when the term "Agreement" is used, it collectively refers to the VITAMIST® Application and Agreement (Member Agreement), these Policies and Procedures, and the Marketing and Compensation Plans. It is the responsibility of each Representative to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When sponsoring a new Team Member, it is the responsibility of the sponsoring Representative to acquaint the applicant with the most current version of these Policies and Procedures, which can be found on the Internet prior to his or her execution of the Member Agreement.
2. Ethics Compliance and Applicable Laws
  VITAMIST® expects its Representatives to conduct themselves with the highest ethics and integrity. Each Representative confirms that he or she has never been convicted of a felony, charged with any crime involving moral turpitude or acts of dishonesty, or violated any court order. If a question arises regarding the propriety of a Representative's current or past conduct, which might reflect negatively on the Company, or present a potential danger to other Representatives or customers, the Company shall be notified immediately.
  
  Each Representative shall abide by all federal, state, county and local laws and will conduct his or her VITAMIST® business with the utmost integrity and honesty. Violation of Company Policies, including the making of false or misleading statements regarding the Company, its products, compensation plan or other opportunities shall be grounds for immediate termination. Representatives have an ongoing duty to assist the Company in assuring compliance with applicable Company Policies, by notifying the Company's Compliance Department in writing of any alleged violations of these Policies by another VITAMIST® Representative.
3. Purpose of Policies
  VITAMIST® markets its products and services through Independent Representatives. It is important to understand that your success and the success of your fellow representatives are dependent upon the integrity of the men and women who market our products and services. To clearly define the relationship that exists between Representatives and VITAMIST®, and to explicitly set a standard for acceptable business conduct, VITAMIST® has established these Policies and Procedures.
  
  VITAMIST® Representatives are required to comply with all of the terms and conditions set forth in the Representative Agreement which VITAMIST® may amend at its sole discretion from time to time, as well as all federal, state and local laws, rules and regulations. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this manual carefully. It explains and governs the relationship between you, as an independent contractor, and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from anyone in your up line or VITAMIST®
4. Sponsoring Duties
  Any Representative Team Member who sponsors other Representatives must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored. Although the Company may initially assist you in recruiting other Representatives, you have other responsibilities. Representatives must have ongoing contact, communication and supervision which may include, but are not limited to: written correspondence, personal meetings, telephone contacts, voicemail, electronic mail, training sessions, accompanying individuals to Company training, and sharing information with those sponsored. The supervisory function also includes a duty to monitor those Representatives sponsored for compliance with Company policies and the responsibility to report any violations of these Policies in writing to the Company's Compliance Department. The Company reserves the right to decline any Member Applicant.
ELIGIBILITY TO BECOME A VITAMIST ® REPRESENTATIVE TEAM MEMBER
1. How
  A new applicant submits a signed, completed Representative Member Agreement Form along with the enrollment and accounting service fee. Commencement of Agreement to do business, including the placing of an order for any products, or a Representative's acceptance of bonuses or commissions, constitutes acceptance by the Representative of the terms of the Member Agreement and these Policies and Procedures. An annual data processing fee is renewable each year for $25; however, this fee will be waived if you are on the EZ-Auto Ship Program. No product purchase is necessary to become a VITAMIST® Representative.
2. Who
  All persons must be of legal age in the Country in which they distribute VitaMist® products.
3. Representative Identification
  All Representatives are required by federal law to obtain a social security number (SSN) or Employee Identification Number (EIN) or federal ID (FID) and have it on file with VITAMIST® Ltd. A unique ID number will be provided or other number such as phone number may be used for correspondence with the Company. The Company must have the Representative's social security or EIN on file for tax purposes in all cases.
4. Corporation/Partnerships
  Corporation/Partnerships: A partnership or corporation may become a Representative entity after completing a Representative Member Agreement Form. A Representative business may change status under the same sponsor from an individual to a partnership or corporation or from a partnership to a corporation. To change status to one of these forms of business, you must request it in writing to VITAMIST® Ltd Director of Customer Service. This must be submitted detailing all partners, stockholders, officers or directors in the partnership or corporation. The partner or the officer who submits the request must be authorized to enter into binding contracts on behalf of the partnership or corporation and have completed a Representative Member Agreement Form. In addition, by submitting the partnership/corporation information, you certify that no person with an interest in the business has had an interest in a Representative entity within twelve (12) months of the submission (unless it is the continuation of an existing Representative entity changing its form of doing business).
5. Assumed Names
  A person or entity may apply under a legally registered assumed name, including a d/b/a/, partnership, or corporate name, provided the application includes the signatures of all persons acting under or holding an interest in the assumed name. The entity must submit a properly completed Representative Member Agreement Form signed by all the shareholders, partners, directors or employees of the Business Entity. Members of any entity shall be jointly and severally liable for any indebtedness or other obligations to VITAMIST® Ltd. A violation of Company Policies by any member of such an entity shall be attributed to all members.
CHANGES IN REPRESENTATIVE STATUS
1. Death
  Upon death or incapacity of the Representative, his or her rights to bonuses and marketing position, together with Representative responsibilities, shall pass to his successor's interest upon written application and approval by the Company. The successor Representative must fulfill all responsibilities of the Representative. The successor shall thereafter be entitled to all the rights and subject to all the obligations of any other VITAMIST® Ltd Representative.
2. Divorce
  Should a married couple become divorced, they must provide the Company with written notice signed by both parties, indicating who will assume responsibility for the Representative business. In addition, a certified copy of the appropriate divorce document must be delivered to VITAMIST® Ltd along with the written notice.
3. Sale or Transfer
  No Representative may sell, assign, or otherwise transfer his or her Representative business or any rights therein.
4. Changing Sponsors
  Changing sponsors is rarely permitted and is actively discouraged. Maintaining the integrity of sponsorship is absolutely mandatory for the success of the overall organization.
  1. Transfers of this type will generally be approved under three circumstances only.
    1. In the case of unethical sponsoring by the original Sponsor. In such cases, the Company will be the final authority.
    2. With the written approval of the Representative being transferred and his or her immediate three (3) upline sponsors who are active Representatives, on a form submitted to the Company.
    3. Resigning from the Company entirely in writing and waiting four (4) months to reapply under the new Sponsor.
  2. In cases of unethical sponsoring, the individual may be transferred with any downline intact; in all other events, the individual alone is transferred without any downline Representatives being removed from the original line of sponsorship.
  A $25 service fee is assessed for each sponsorship change.
5. Inactive Representative Entity
  A Representative who has failed to place an order for product or to sponsor at least one new Representative during the previous eighteen month period shall be deemed to be an Inactive Representative entity for all purposes under these Policies and Procedures, and therefore ineligible to exercise any rights designated to active Representatives.
RIGHTS GRANTED
VITAMIST® Ltd hereby grants to the Representative a non-exclusive right upon the terms and conditions contained in the Agreement to purchase VITAMIST®'s products in the United States or territories of the United States.
INDEPENDENT BUSINESS RELATIONSHIP
1. Independent Representatives
  All Representatives are Independent Representatives with VITAMIST®. They are not franchisees, joint ventures,partners or employees of VITAMIST®. Representatives are strictly prohibited from stating or implying, either orally or in writing that they are franchisees, joint ventures, partners or employees of VITAMIST®. Representatives have no authority nor do they bind VITAMIST® to any obligation.
2. VITAMIST®'s Liability-Limited Warranty
  VITAMIST® Ltd. warrants that its products will be free from defects and will substantially conform to Product Specifications. The foregoing warranty shall extend for a period of one year from the date of delivery of the products to the Representative. The liability of VITAMIST® for breach of this limited warranty shall be limited to replacing any defective products that are returned to the Company with proof of purchase. KMI Phoenix's UNDERTAKING TO REPLACE SUCH PRODUCTS IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF THE MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL VITAMIST® BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING GOODWILL, OR FOR LOSS OF ANTICIPATED PROFITS ON ANY CLAIM OF ANY KIND RESULTING FROM ANY ORDER HEREUNDER, OR FROM ANY PERFORMANCE, NONPERFORMANCE, OR BREACH OF THIS AGREEMENT OR FOR BREACH OF WARRANTY OR OTHERWISE.
3. Business Decisions
  Each Representative is encouraged to set up his/her own hours and to determine his/her own methods of sale, so long as he/she complies with VITAMIST®S Policies and Procedures.
REPRESENTATIONS MADE BY REPRESENTATIVES
1. Indemnification
  A Representative is fully responsible for all of his or her verbal and written statements made regarding VITAMIST® products, services and the Marketing and Compensation Plans which are not expressly contained in official Company materials. Representatives agree to indemnify VITAMIST® and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorneys fees, court costs, or lost business incurred by the Company as a result of the Representative's unauthorized representations or actions.
2. Product Claims
  No claims as to therapeutic or curative properties of any products offered by VITAMIST® may be made except those contained in official Company literature. In particular, no Representative may make any claim that VITAMIST® products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only are such claims in violation of the Company's Policies, but they also violate the laws and regulations of the United States Food and Drug Administration.
3. Income Claims
  In their enthusiasm to enroll prospective Representatives, some Representatives are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of direct sales. This is counterproductive because new Representatives may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. The Company firmly believes that the income potential of a VITAMIST® Representative is highly attractive, without reporting the earnings of others.
  
  Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in direct sales. While Representatives may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact the Company, as well as the Representative making the claim, unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because VITAMIST® Representatives do not have the data necessary to comply with the legal requirements for making income claims, a Representative, when presenting or discussing the VITAMIST® opportunity or Marketing and Compensation Plans to a prospective representative, may not make income projections, income claims, or disclose his or her VITAMIST® income (including the showing of checks, copies of checks or bank statements).
TAXES
Representatives will not be treated as employees, franchisees, joint ventures or partners with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state or local, statute, ordinance, rule or regulation.

All Representatives are responsible for paying local, state and federal taxes due on earnings from commissions generated as a Representative of Company Products.

All Representatives shall comply with all federal, state and local taxes due on earnings from commissions generated as a Representative of Company Products.

At the end of each calendar year, the Company will issue Internal Revenue Service (IRS) Form 1099s as required by federal statutes. Representatives whose annual earnings from VITAMIST® totaled $600 or more and/or who have purchased $5,000 worth of merchandise or more from VITAMIST® during that year will receive an IRS Form 1099 except where exempt by local laws.
SPONSORING POLICY
1. Compensation
  A Representative is compensated only for the generation of business volume, not for sponsoring new Representatives into the program.
2. Sponsoring Rights
  All active Representatives have the right to sponsor new Representatives. In addition, every person has the ultimate right to choose his/her own initial Sponsor. If two Representatives should claim to be the Sponsor of the same new Representative, the Company shall regard the earliest dated, fully completed application received by VITAMIST® at the corporate office as controlling.
3. Sponsoring Responsibilities
  Representatives who sponsor new Representatives are required to ensure they are properly trained with respect to Products, Policies and Procedures, Compensation Plans, sound business practices and sales strategies. Specifically, a Sponsor's training responsibilities include:
  1. Spending as much time with a new Representative as required to introduce him or her to the Products, Compensation Plans and Policies and Procedures.
  2. Training the new Representative to correctly complete a sale, including how to fill out order forms.
  3. Initiating periodic contacts for the purpose of training and motivating new Representatives. New Representatives outside the Sponsor's area should be supported by frequent mail and telephone contacts
4. Cross-sponsoring
  Representatives shall not demand, discredit or defame other Representatives in an attempt to entice another Representative to become part of the first Representative's marketing organization.
INVENTORY
VITAMIST® encourages each Independent Representative to keep accurate sales records. The program is based upon retail sales to the ultimate consumers; therefore, all forms of stockpiling or inventory loading are prohibited.

VITAMIST® recognizes that Representatives may wish to purchase products in reasonable amounts for their own personal use. However, VITAMIST® strictly prohibits the purchase of products in unreasonable amounts solely for the purpose of qualification or advancement in the Compensation Plan.

The Marketing and Compensation Plan is based upon the sale of VITAMIST® products to end consumers. Representatives must fulfill personal and Downline Organization retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. Each Representative wishing to receive commissions under VITAMIST® Marketing Plans must certify that seventy percent (70%) of products previously purchased have been sold to or consumed by end users. Representatives certify that they have complied with this policy by placing a subsequent order for Products.
PAYMENT OF BONUSES
1. Payment
  Commission and wholesale override checks are paid on the 20th of the month following the month in which those commissions and overrides were earned. For example, commissions and wholesale overrides earned during the month of August are paid on September 20th.
2. Discrepancies
  The Bonus Recap Report should be reviewed immediately by the Representative and any discrepancies must be reported, in writing, within thirty (30) days. In the event you fail to do so, it will be conclusively presumed that you agree with the correctness, accuracy and fairness of the statement rendered to you.

Code Of Ethics

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