1.0 INTRODUCTION
1.1 Mutual Commitment Statement
BrainIQ Health CORPORATION (hereafter referred to as “BrainIQ Health” and/or the “Company”) recognizes the importance of developing a long-term and mutually rewarding relationship with its business owners (“Affiliate(s)”) and Customers. Integral to this objective, BrainIQ Health and its Affiliates must acknowledge and respect the true nature of the relationship between one another and pledge mutual support toward the service of Customers.

In the spirit of mutual respect and understanding, BrainIQ Health pledges to:

1. Provide prompt, professional, and courteous service and communications to all its Affiliates and Customers as best as possible, at the Company’s discretion;

2. Provide the highest level of quality products at fair and reasonable prices, at the Company’s discretion;

3. Exchange or refund the purchase price of any product, service, or membership as provided in the Return Policy described herein;

4. Deliver orders promptly and accurately per our shippers’ procedures and customers’ order preferences;

5. Pay commissions accurately and on a timely basis;

6. Expedite orders or checks if an error or unreasonable delay occurs;

7. Roll out new products and programs or implement changes in the Compensation Plan and/or these Policies and Procedures with Affiliate input and planning, at the Company’s discretion;

8. Support, protect, and defend the integrity of the BrainIQ Health opportunity; and

9. Offer Affiliates an opportunity to grow with BrainIQ Health.

In return, BrainIQ Health expects you as a Affiliate to:
1. Conduct yourself in a professional, honest, and considerate manner;

2. Present Corporate and product information in an accurate and professional manner, and not make false claims or misrepresentations about BrainIQ Health products;

3. Present the Compensation Plan and Return Policy in a complete and accurate manner;

4. Not make exaggerated income claims;

5. Make reasonable efforts to support, train, and service Affiliates and Customers in your downline;

6. Refrain from cross-line recruiting, unhealthy competition, or unethical business practices;

7. Provide positive guidance and training to Affiliates and Customers in your downline, while exercising caution to avoid interference with the downline of other Affiliates. As such, you should refrain from providing cross-line training to a Affiliate or Customer in a different organization without first obtaining the consent of the applicable upline leader;

8. Support, protect, and defend the integrity of the BrainIQ Health opportunity; and

9. Accurately complete and submit the Affiliate Agreement and any requested supporting documentation in a timely manner.

1.2 BrainIQ Health Policies and Compensation Plan Incorporated into the Affiliate Agreement
Throughout these Policies and Procedures (hereafter, “Policies”), when the term “Agreement” is used, it collectively refers to the BrainIQ Health Agreement, these Policies, and the BrainIQ Health Compensation Plan.

It is the responsibility of the sponsoring Affiliate to provide the most current version of these Policies (available on the BrainIQ Health website at www.brainiqhealth.com) and the BrainIQ Health Compensation Plan to each applicant prior to his, her, and/or its execution of the Affiliate Agreement.

1.3 Purpose of Policies
BrainIQ Health is a multi-channel sales company with a Direct Sales Arm that markets dietary and supplement products through a network of business owners. To clearly define the relationship that exists between Affiliates and the Company, and to explicitly set a standard for acceptable business conduct, BrainIQ Health has established these Policies.

Affiliates must comply with the following:

1. All of the terms and conditions set forth in the Affiliate Agreement, which BrainIQ Health may amend from time to time in its sole and absolute discretion;

2. All federal, state, and/or local laws governing his, her, and/or its BrainIQ Health business; and

3. These Policies.

Affiliates must review the information in these Policies carefully. Should you have any questions regarding a policy or rule, BrainIQ Health encourages you to seek an answer from your Sponsor or any other upline Affiliate. If further clarification is needed, you can contact the Company Compliance Department.

1.4 Changes, Amendments, and Modifications
Because federal, state, and local laws, as well as the business environment, periodically change, BrainIQ Health reserves the right to amend the Agreement and its product prices in its sole and absolute discretion. Notification of amendments shall appear in Official Company Materials.

Note: This provision does NOT apply to the arbitration clause found in Section 12, which can only be modified via mutual consent.

Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:
1. Posting on the official BrainIQ Health website;

2. Electronic mail (e-mail); or

3. In writing through Company newsletters or other communication channels.

1.5 Delays
BrainIQ Health shall not be responsible for delays or failures in performance of its obligations when such failure is due to circumstances beyond its reasonable control. This includes, without limitation:
● Strikes

● Labor difficulties

● Transportation difficulties

● Riot

● War

● Fire

● Weather

● Curtailment of a source of supply

● Government decrees or orders

1.6 Effective Date
These Policies and Procedures shall become effective as of April 10, 2024 (“Effective Date”) and, at such time, shall automatically supersede any prior Policies and Procedures (the “old Policies and Procedures”). On this Effective Date, the old Policies and Procedures shall cease to have any force or effect.

2.0 BASIC PRINCIPLES
2.1 Becoming a BrainIQ Health Affiliate
To become a Affiliate, an applicant must comply with the following requirements:

1. Be of the age of majority (not a minor) in his, her, or its state of residence;

2. Reside or have a valid address in the United States or a U.S. territory;
3. Have a valid taxpayer identification number (e.g., Social Security Number, Federal Tax ID Number, ITIN);

4. Submit a properly completed and signed Affiliate Agreement to BrainIQ Health;

5. Not be an employee, spouse of an employee, or related to an employee of the Company and living in the same household as such Company employee.

2.2 New Affiliate Registration
● A new Affiliate may self-enroll on the website of his, her, or its Sponsor. In such cases, instead of a physically signed Affiliate Agreement, BrainIQ Health will accept the web enrollment and completion of the Affiliate Agreement through Affiliate’s acceptance of the electronic signature.

● The electronic signature confirms the Affiliate’s intent to accept the terms and conditions of the Affiliate Agreement and an understanding of these Policies. This electronic signature constitutes a legally binding agreement between the Affiliate and BrainIQ Health.

● BrainIQ Health reserves the right to require signed paperwork for any account, regardless of origin.

● If requested by BrainIQ Health, a signed Affiliate Agreement must be received by the Company within fourteen (14) days from the Affiliate’s enrollment.

● Signed documents, including but not limited to Affiliate Agreements, are legally binding contracts and must not be altered, tampered with, or changed in any manner after being signed. False or misleading information, forged signatures, or alterations to any document—such as business registration forms—after signing may result in sanctions, including up to involuntary termination of the Affiliate’s business.

2.3 Rights Granted
BrainIQ Health hereby grants the Affiliate a non-exclusive right, subject to the terms and conditions contained in the Affiliate Agreement and these Policies, to:
1. Purchase BrainIQ Health products;
2. Promote and sell BrainIQ Health products; and

3. Sponsor new Affiliates and Customers in the United States and in any other countries where BrainIQ Health may become established after the Effective Date of these Policies.

2.4 Identification Numbers
● Each Affiliate must provide his or her Social Security Number or Federal Tax Identification Number (if applicable) in the United States or its territories, on the Affiliate Agreement.

● BrainIQ Health reserves the right to withhold commission payments from any Affiliate who fails to provide such information or who provides false information.

● Upon enrollment, BrainIQ Health will issue a BrainIQ Health Identification Number to the Affiliate. This number will be used for placing orders, structuring organizations, and tracking commissions and bonuses.

2.5 Renewals and Expiration of the Affiliate Agreement
● If a Affiliate allows his, her, or its Agreement to expire due to nonpayment, the Affiliate will lose all rights to his, her, or its downline organization unless reactivation occurs within fourteen (14) days of expiration.

● If the former Affiliate reactivates within this 14-day grace period, they will resume the rank and position held immediately before expiration. However, the paid-as level will not be restored unless the Affiliate requalifies at that payout level in the new month.

● The Affiliate is not eligible to receive commissions for any period during which the business was expired.

● Any Affiliate whose Agreement has been terminated or has expired and lapsed beyond the 14-day grace period is not eligible to reapply for a BrainIQ Health business for two (2) months following expiration.

● The downline organization of the expired Affiliate will roll up to the immediate, active upline Sponsor.

2.6 Business Entities
A corporation, partnership, LLC, or trust (collectively referred to as a “Business Entity” or “it”) may apply to become a BrainIQ Health Affiliate. This business and genealogy position will remain temporary until the proper documents are submitted.
The Business Entity must submit one of the following documents:

● Certificate of Incorporation

● Articles of Organization

● Partnership Agreement

● Appropriate Trust documents

BrainIQ Health must receive these documents within fourteen (14) days from the date a signature was affixed to the Affiliate Agreement.
A BrainIQ Health Affiliate may change their status under the same Sponsor from an individual to a partnership, LLC, corporation, or trust—or from one type of business entity to another.

2.7 Independent Business Relationship; Indemnification for Actions
● You are an independent contractor, not a purchaser of a franchise or business opportunity. Therefore, your success solely depends on your own independent efforts.

● The Agreement between BrainIQ Health and its Affiliates does not create an employer/employee relationship, agency, partnership, or joint venture.

● A BrainIQ Health Affiliate shall not be treated as an employee of BrainIQ Health for any purpose, including (but not limited to) federal or state tax purposes. All Affiliates are responsible for paying local, state, and federal taxes on all compensation earned.

● Any additional compensation received by Affiliates from the Company will be governed by applicable U.S. tax laws (or laws in any applicable jurisdiction).

● Affiliates have no express or implied authority to bind BrainIQ Health to any obligation or to make any commitments on behalf of BrainIQ Health.
● Each Affiliate (whether operating as a Business Entity or as an individual) shall establish their own goals, hours, and methods of operation and sale—provided they comply with the terms of the Agreement, these Policies, and all applicable laws.

Indemnification:
The Affiliate is fully responsible for all verbal and written communications regarding Company products or the Compensation Plan that are not expressly contained within official Company materials.

Affiliates shall indemnify and hold harmless BrainIQ Health—along with its directors, officers, employees, product suppliers, and agents—from any and all liability, including judgments, civil penalties, refunds, attorney fees, and court costs incurred as a result of unauthorized representations or actions.

This indemnification provision shall survive the termination of the BrainIQ Health Affiliate Agreement.

2.8 Errors or Questions
If a Affiliate has questions about—or believes an error has been made regarding—commissions, bonuses, business reports, orders, or charges, the Affiliate must notify BrainIQ Health in writing within fourteen (14) days (the “Reportable Time”) of the date of the error or incident in question.

Any such errors, omissions, or problems not reported within this Reportable Time shall be deemed waived by the Affiliate.

3.0 BrainIQ Health’s AFFILIATE RESPONSIBILITIES
3.1 Correct Addresses
● It is the responsibility of the Affiliate or Customer to ensure BrainIQ Health has the correct shipping address before any orders are shipped.

● Allow up to fourteen (14) days for processing after notice of address change is provided to the Company.

● BrainIQ Health reserves the right to assess a $50.00 domestic U.S. fee and a $100.00 international fee for returned shipments due to incorrect shipping addresses.

3.2 Training and Leadership
● Affiliates who sponsor others must offer genuine support and training, including ongoing communication.

● Acceptable communication may include newsletters, phone calls, emails, team calls, personal meetings, training sessions, or Company events.

● Sponsors must monitor their downlines for compliance and ethical behavior. They should be able to provide documentation of ongoing support if requested.

● Upline Affiliates should actively train new Affiliates on products, sales techniques, the Compensation Plan, and Company policies.

● Product sales are a core requirement; all recruiting efforts must emphasize product marketing and customer acquisition.

● Affiliates must use approved Company sales aids. Any self-created materials—including websites and ads—must receive prior written approval from the Company.

● All promotional efforts must uphold BrainIQ Health’s reputation and comply with laws and ethical standards. Deceptive, unethical, or immoral conduct is strictly prohibited.

3.3 Constructive Criticism; Ethics
● BrainIQ Health welcomes constructive feedback submitted in writing to the Compliance Department.

● Negative or disparaging comments about the Company, products, compensation plan, or personnel are not tolerated and may result in disciplinary action.

Code of Ethics:

1. Show fairness, tolerance, and respect to all people associated with the Company.

2. Resolve business issues tactfully and respectfully.
3. Act with honesty, professionalism, and integrity.

4. Avoid offensive, misleading, or coercive statements.

The Company may take disciplinary action for behavior deemed disruptive, detrimental, or injurious to the Company or other Affiliates.

3.4 Reporting Policy Violations
● Affiliates who observe a violation must submit a written and signed letter (emails are not accepted) to the Corporate Office.

● The letter must include:

1. Nature of the violation

2. Supporting facts

3. Dates

4. Frequency of occurrence

5. Names of involved persons

6. Supporting documentation

The Company will investigate thoroughly and take appropriate action if necessary.

3.5 Sponsorship
● A Sponsor is the person who introduces and enrolls a new Affiliate or Customer and provides ongoing support.

● Sponsorship is established by:

○ The first physically signed Affiliate Agreement, or
○ An electronically signed agreement via the Company’s or replicated Affiliate website.

● Agreements signed “by phone” or by others (spouses, friends) are not valid.

● Unethical sponsoring practices are not tolerated.

● If multiple Affiliates approach the same prospect, courtesy dictates that the first Affiliate to provide a full introduction to BrainIQ Health is the rightful Sponsor.

● A Protected Prospect is someone who attended a Company event with a Affiliate or Customer. They may not be solicited by another Affiliate for 14 days following the event.

Protected events include:

○ Company training sessions

○ Conference calls

○ Fly-in meetings

○ Presentations of any kind

3.6 Cross Sponsoring Prohibition
● Cross sponsoring (enrolling someone already signed under a different sponsor) is strictly prohibited.

● Using a spouse’s name, DBA, trade name, or another ID to circumvent this rule is also not allowed.

● Violations may result in sanctions or termination.

● Transfers of businesses must follow the Sale or Transfer Policy.

3.7 Adherence to the BrainIQ Health Compensation Plan
● Affiliates must follow the official Compensation Plan.

● The BrainIQ Health opportunity may not be promoted in combination with other marketing systems.

● Affiliates may not require purchases or payments beyond those outlined in the official plan.

● Do not encourage others to deviate from the approved compensation model.

3.8 Adherence to Laws and Ordinances
● Affiliates must comply with all federal, state, and local laws, including zoning regulations if applicable to home businesses.

3.9 Compliance with Applicable Income Tax Laws
● BrainIQ Health will issue a 1099-MISC tax form if:

○ Annual income is $600 or more,

○ Purchases exceed $5,000 for resale, or

○ You receive awards/trips valued at $600 or more.

● Affiliates are responsible for all taxes and must indemnify the Company from liability.

● Tax-exempt entities must submit a valid Federal Tax ID.

● Affiliates are encouraged to consult a tax advisor.

3.10 One BrainIQ Health Business Per Affiliate
● Each individual may own only one BrainIQ Health business.
● Family members may each have their own business if frontline to the first enrolled family member.

● A family unit includes spouses and dependent children at the same address.

3.11 Actions of Household Members or Affiliated Parties
● A Affiliate is responsible for the actions of immediate household members or
Business Entity affiliates.

● Violations by related persons are treated as violations by the Affiliate.

● All affiliated parties in a Business Entity must agree to the Affiliate Agreement.

3.12 Solicitation for Other Companies or Products
● Affiliates may engage in other business ventures, but:

○ For 1 year after termination, you may not recruit BrainIQ Health Affiliates or Customers unless you personally sponsored them.

○ For 6 months, you may not promote or sell competing products to any BrainIQ Health Affiliates or Customers.

○ You may sell non-competing products to those you personally sponsored.

● No bundling or co-promotion of BrainIQ Health with other products is allowed.

● Non-BrainIQ products may not be promoted at any Company-related event.

● Violations may result in termination or injunctive relief without bond.

3.13 Presentation of the BrainIQ Health Opportunity
When presenting the opportunity:

1. Do not misrepresent the Compensation Plan.

2. Emphasize that income is based on product sales.

3. Do not make unauthorized income or product claims.

4. Never imply income is guaranteed or typical.

5. Do not promote the business in countries without an official BrainIQ Health presence.

6. Always present the official Income Disclosure Statement (IDS) when discussing earnings.

3.14 Sales Requirements Governed by the Compensation Plan
● Affiliates may only resell products at prices specified by the Company or suppliers.

● There are no exclusive territories or franchise fees.

● Affiliates should only purchase what they can personally consume, use as tools, or reasonably resell.

● Do not pressure others to purchase excessive inventory.

4.0 ORDERING
4.1 General Order Policies
“Bonus Buying” is strictly and absolutely prohibited. This includes:

1. Enrolling individuals or entities without their knowledge and/or without a properly executed Agreement.

2. Fraudulent enrollment of an individual or entity as a Affiliate or Customer.

3. Enrolling or attempting to enroll non-existent individuals or Business Entities (“phantoms”) as Affiliates or Customers.
4. Purchasing BrainIQ Health products on behalf of another Affiliate or Customer, or under another Affiliate’s or Customer’s ID number, to qualify for commissions or bonuses.

5. Purchasing excessive amounts of products that cannot reasonably be used or resold in a month.

6. Any other scheme intended to qualify for rank advancement, incentives, prizes, commissions, or bonuses not based on bona fide purchases by end-user consumers.

Additional Ordering Policies:

● A Affiliate may not use another person’s credit card or bank account to enroll or purchase products without written permission from the account holder. This documentation must be retained by the Affiliate indefinitely in case of audit.

● In the case of an invalid or incorrect payment, BrainIQ Health will attempt to contact the Affiliate by phone, mail, or email. If no response is received within fourteen (14) business days, the order will be canceled.

● To move an order from one Affiliate’s business to another, prior written authorization must be obtained from all parties involved. A $500.00 processing fee will be charged for such transfers.

● Prices are subject to change without notice.

● Damaged or incorrect orders must be reported to BrainIQ Health within fourteen (14) calendar days of receipt and follow the procedures outlined in these Policies.

4.2 Insufficient Funds
● All checks returned for insufficient funds (NSF) will be re-submitted.

● A $50.00 fee will be charged to the Affiliate’s or Customer’s account for each returned check or insufficient fund transaction.

● Any balance due from returned checks or failed ACH transactions may be withheld from future commissions or bonus checks.

● Failure to resolve payment issues in a timely manner may result in disciplinary action.

If a credit card charge or automatic debit is declined:

1. The Affiliate or Customer will be contacted for an alternate payment method.

2. If payment is declined a second time, the individual may become ineligible to purchase BrainIQ Health products.

4.3 Sales Tax Obligation
● Affiliates must comply with all applicable state and local tax laws related to the sale of BrainIQ Health products.

● BrainIQ Health will collect and remit sales tax on orders unless a valid Resale Tax Certificate is submitted to the Company.

● When placing orders, sales tax is prepaid based on the suggested retail price.

● BrainIQ Health remits this tax to the appropriate jurisdictions.

● Affiliates may recover this tax when selling the products to Customers.

● Affiliates are responsible for any additional sales tax incurred if they sell products at a higher price than the suggested retail price.

5.0 PAYMENT OF COMMISSIONS & BONUSES
5.1 Bonus and Commission Qualifications
● A Affiliate must be active and in compliance with these Policies to qualify for bonuses and commissions.

● As long as the Affiliate meets the terms of the Agreement, BrainIQ Health will pay commissions according to the Compensation Plan.

● BrainIQ Health will not issue any payments without receipt of a completed and signed
Affiliate Agreement and/or valid Electronic Authorization.

● The Company reserves the right to postpone payments of bonuses and commissions until the cumulative total exceeds $1,000 USD.

5.2 Computation of Commissions and Discrepancies
● Affiliates must review their monthly statements and bonus/commission reports promptly.

● Any discrepancies must be reported to the Company within fourteen (14) days of receipt.

● After the 14-day grace period, no further requests for commission recalculations will be considered.

● For more details, Affiliates should refer to the BrainIQ Health Compensation Plan.

5.3 Adjustments to Bonuses and Commissions for Returned Products
● Bonuses and commissions are earned only on actual sales to end consumers.

● If a product is returned for a refund, any bonuses or commissions earned on that product will be deducted from the Affiliate who received them.

● These deductions will begin in the month the refund is issued and continue each pay period until the full amount has been recovered.

● If a Affiliate terminates their business before the full recovery of bonuses or commissions from returned products:

○ The remaining balance may be offset against any other amounts owed by BrainIQ Health to that Affiliate.

6.0 PRIVACY POLICY
6.1 Introduction
This policy on privacy is intended to ensure that all Customers and Affiliates understand and adhere to the basic principles of confidentiality.

6.2 Expectation of Privacy

BrainIQ Health recognizes and respects the importance its Customers and Affiliates place on the privacy of their financial and personal information. The Company makes reasonable efforts to safeguard and maintain the confidentiality of Customers’ and Affiliates’ financial, account, and non-public personal information.

By entering into the Affiliate Agreement, a Affiliate authorizes BrainIQ Health to disclose his or her name and contact information to upline Affiliates, solely for activities related to the development and support of the BrainIQ Health business. Affiliates receiving such information agree to maintain its confidentiality and security, and to use it exclusively for business-related purposes, including the support and service of their downline organization.

6.3 Employee Access to Information
BrainIQ Health limits the number of employees who have access to non-public personal and financial information of Customers and Affiliates. Access is granted only to those who require it to carry out necessary business functions.

6.4 Restrictions on the Disclosure of Account Information
BrainIQ Health will not share non-public personal or financial information of current or former Customers or Affiliates with third parties, except in the following situations:
● As permitted or required by applicable laws or regulations

● Pursuant to a court order

● To serve the legitimate business interests of the Customer or Affiliate

● To enforce the Company’s rights and obligations under these Policies and the Affiliate Agreement

● With the explicit written consent of the account holder on file

6.5 Data Access and Deletion Requests
In accordance with applicable privacy laws and to uphold transparency and user control, BrainIQ Health provides all Customers and Affiliates with the ability to:

1. Request Access to Their Personal Data
Individuals may request a copy of the personal information that BrainIQ Health has collected, stored, or processed about them.

2. Request Correction of Their Data
If any data is inaccurate or outdated, Customers and Affiliates may request updates or corrections.

3. Request Deletion of Their Data

Individuals may request that their personal data be deleted from BrainIQ Health systems, subject to applicable legal retention requirements and the need to fulfill contractual obligations (such as commissions owed or refunds pending).

To make any of the above requests, Customers or Affiliates should contact BrainIQ Health at:

Email: contact@brainiqhealth.com

Requests will be reviewed and responded to within 30 days, as required by law. Proof of identity may be required to verify and protect the requester’s privacy.

Please note: Some data may be retained if necessary to comply with legal obligations, resolve disputes, or enforce agreements.

7.0 PROPRIETARY INFORMATION AND TRADE SECRETS
7.1 Business Reports, Lists, and Proprietary Information
By completing and signing the Affiliate Agreement, you acknowledge that Business Reports, Customer and Affiliate lists, and any other materials—whether written, digital, or otherwise—that contain financial, scientific, operational, or strategic information circulated by BrainIQ Health (collectively referred to as “Reports”) are considered confidential, proprietary information and trade secrets belonging solely to BrainIQ Health.

7.2 Obligation of Confidentiality
During the term of the Affiliate Agreement and for a period of three (3) years following the termination or expiration of the Agreement, the Affiliate shall not:
1. Use the information in the Reports to compete with BrainIQ Health or for any purpose other than promoting their own BrainIQ Health business.
2. Use or disclose any confidential information contained in the Reports—including replicating or transferring genealogy data to another network marketing company—to any person or entity.

7.3 Breach and Remedies
The Affiliate acknowledges that the proprietary information described in this section is unique in nature, and that any unauthorized use or disclosure would cause irreparable harm to BrainIQ Health and its independent Affiliates.
In the event of a violation of this section:

● BrainIQ Health shall be entitled to seek injunctive relief and/or monetary damages.

● The prevailing party in any enforcement action shall be entitled to reasonable attorney’s fees, court costs, and related expenses.

7.4 Return of Materials
Upon demand by the Company, any current or former Affiliate must return:

● The original and all copies of any Reports, and

● Any other confidential Company information in their possession or control.

This obligation applies regardless of the format in which the materials are stored (physical, digital, cloud-based, etc.).

8.0 ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES AND TRADEMARKS
8.1 Labeling, Packaging, and Displaying Products
● Affiliates may not re-label, repackage, refill, or alter any BrainIQ Health product or program in any way. Products must be sold in their original containers. Violation of this policy may constitute a criminal or civil offense under federal or state law.
● Products or the Company trade name may not be sold or displayed in retail establishments without prior written approval from the Company.

● Commercial Sales (orders of $5,000 or more or resale by third parties) are only permitted with prior written approval.

● Display of products or trade names at trade shows or display booths also requires written approval.

● BrainIQ Health reserves the right to deny or revoke participation at events deemed unsuitable for the brand.

8.2 Use of Company Names and Protected Materials
● Affiliates must safeguard and promote BrainIQ Health’s reputation and must not engage in unethical, misleading, or deceptive practices.

● All promotional materials created by BrainIQ Health must be used as-is, without alteration, unless written permission is granted.

● All names, product names, logos, trademarks, and service marks are proprietary to BrainIQ Health and may be used only in authorized formats:

○ Acceptable usage:

■ [Your Name], Independent BrainIQ Health Affiliate

■ [Your Name], Affiliate of BrainIQ Health Products

● Requirements:

○ All stationery, business cards, and materials bearing BrainIQ Health branding must receive written approval.

○ Affiliates may list “Independent BrainIQ Health Affiliate” in public listings.

○ Affiliates may not use “BrainIQ Health” or “BrainIQ Health Corporate Headquarters” in phone greetings or voicemail.

● Company images and photos used in marketing are often licensed and not extended to Affiliates. Individual licensing agreements must be arranged directly with the vendors.

● Affiliates may not:

○ Appear on TV/radio or use mass media to promote BrainIQ Health without written approval

○ Reproduce Company events or audio/video materials without approval

○ Promote non-BrainIQ Health products alongside BrainIQ Health products in marketing

○ Make unauthorized medical claims, including for CBD or Delta 9 THC products, especially regarding treatment, prevention, or diagnosis of disease

8.3 E-mail Limitations
Unsolicited or “spam” emails promoting BrainIQ Health are prohibited unless:

1. The recipient has given prior permission; or

2. There is an existing personal or business relationship.

All compliant emails must include:

● The word “advertisement” or “solicitation” in the subject line

● Clear return path/routing

● Legal domain name

● An opt-out/unsubscribe option, listed first in the body text

● Sender’s true name, email, and physical address

● Date and time of transmission

● Honoring of unsubscribe requests

Prohibited email content:

● Use of unauthorized domain names

● Sexually explicit material

8.4 Internet, Replicated Website, and Social Media
● Affiliates may not register or use BrainIQ Health trademarks in URLs, email addresses, or third-party sites.

● Online marketplaces (eBay®, Amazon®, etc.) may not be used to sell BrainIQ Health products.

● Affiliates may operate only one replicated website, hosted by BrainIQ Health. No third-party websites are allowed.

Upon termination, access to replicated websites is revoked, and traffic may be redirected to the corporate site.
Social Media Requirements:

● All profiles must clearly identify the Affiliate as an Independent BrainIQ Health Affiliate.

● Content must be professional and appropriate; no adult, profane, discriminatory, or misleading content.

● Only current, approved Company images may be used.

● All links must direct to the official replicated website.

● Anonymous postings and aliases are prohibited.

● Blog comments must be relevant, helpful, and non-spammy.

● Affiliates must not engage with negative comments or posts—instead, notify BrainIQ Health at the contact listed on the official website.

If the Affiliate’s business is canceled, they must:

● Remove all Company branding from their online presence

● Clearly disclose that they are no longer a BrainIQ Health Affiliate

Violations may result in the loss of online marketing privileges or other disciplinary action.

8.5 Advertising and Promotional Materials
● Products may not be advertised below Company-set retail pricing, including shipping and taxes.

● No unauthorized special offers (e.g., free business, free shipping) may be promoted.

● All advertising must be truthful and professional.

● Written approval is required for any advertising that references the Company or its intellectual property.

● Blind ads (not mentioning BrainIQ Health or its trademarks) do not require prior approval.

● BrainIQ Health may rescind approval of advertising to comply with new laws or branding changes.

8.6 Testimonial Permission
By signing the Affiliate Agreement, you grant BrainIQ Health the perpetual right to use your:

● Name

● Image and likeness

● Testimonials

In all corporate marketing materials (print, audio, video, etc.), without compensation. If you wish to opt out, send a written notice to the Company Compliance Department.

8.7 Telemarketing – Limitations
Telemarketing is prohibited without written permission from the President of BrainIQ Health.

● This includes unsolicited “cold calls” promoting BrainIQ Health products or the opportunity.

● Violations of FTC/FCC Do Not Call laws may result in fines of up to $11,000 per violation.

Permitted calls only include:

1. Existing business relationships

2. Response to an inquiry within the past 3 months

3. Signed permission to call

4. Immediate family, personal friends, or acquaintances (on an occasional basis only)

Automatic dialing systems are strictly prohibited.

By signing the Affiliate Agreement, you consent to being contacted under Federal Do Not Call laws.
Violations of this policy may result in:

● Legal action

● Termination of the Affiliate Agreement

9.0 CHANGES TO A AFFILIATE’S BUSINESS
9.1 Modification of the Affiliate Agreement
A Affiliate may modify their existing Agreement (e.g., update tax ID, add a spouse/partner, or change ownership type) by submitting:
● A written request
● A new Affiliate Agreement with fresh signatures (no alterations or white-out)

● A Business Registration Form, if applicable

● Any supporting documentation as required

9.2 Change of Sponsor or Placement (Active Affiliates)
To preserve organizational integrity, changes to placement or sponsor are allowed only within the first 30 days of enrollment and must remain within the same organization.
● Requests must include:

1. A Sponsor Placement Transfer Form

2. A new Affiliate Agreement with correct sponsor info and fresh signatures

3. Supporting documentation

● If approved, a Affiliate’s downline transfers with them

● A $500.00 fee applies to any second or subsequent transfer

● After 30 days, sponsor placement is locked and verified via the most recent Agreement or electronic self-enrollment

● BrainIQ Health retains the right to correct sponsor errors at its discretion

9.3 Change of Sponsor or Placement (Inactive Affiliates)
Affiliates who have been inactive for 12+ months may request to re-enroll under a new sponsor. If approved:
● The original account is compressed and closed

● A new ID number is issued

● Former rank, downline, and commissions are not retained

9.4 Change of Organization
To transfer organizations:

● Submit a letter of resignation

● Remain inactive for 6 full months (no orders, no sales)

● Reapply under a new sponsor with a new ID number and Affiliate Agreement

● Previous rank, downline, and commissions are forfeited

● Transfers are only allowed within the original organization

9.5 Unethical Sponsoring
Unethical sponsoring includes:

● Enticing prospects from another Affiliate

● Engaging in “stacking” (placing participants under inactive lines to game the system)

● Recruiting from other direct sales companies

Penalties may include:

● Termination

● Downline reassignment without approval from affected parties

BrainIQ Health will not indemnify or cover legal costs for Affiliates sued for unethical recruiting from other companies.

9.6 Sell, Assign, or Delegate Ownership
Sale or transfer of a Affiliate’s business requires prior written approval. If approved:

● Buyer assumes current title and paid-as rank

● Downline transfers with the business

Required for sale:

1. Sale/Transfer of Business Form

2. Signed Sales Agreement

3. Completed Buyer Affiliate Agreement

4. $500.00 administrative fee

5. Any other documents requested by BrainIQ Health

All debts must be cleared before approval. Seller cannot rejoin for 6 months post-sale.

9.7 Separation of a BrainIQ Health Business
In cases of divorce, dissolution, or business split:

● Parties must either:

○ Authorize one party to operate the business

○ Jointly operate “as usual” with compensation issued to the name on file

● BrainIQ Health will not divide the downline or split payments

● A fully relinquished party may re-enroll under a new sponsor immediately, but:

○ Cannot solicit former downline

○ Must build a new business from scratch

9.8 Succession
Upon death or incapacity, the business may pass to a legal successor who must:

1. Complete a new Affiliate Agreement

2. Meet all qualifications of the former Affiliate

3. Submit:

○ Certified death certificate

○ Will or trust documents

○ Trustee appointment, if applicable

Additional rules:

● If there are multiple heirs, they must form a business entity

● Successor may maintain both their own and the inherited business for up to 6 months, then must consolidate or transfer one

● A one-month bereavement waiver may be granted

9.9 Resignation / Voluntary Termination
A Affiliate may resign by submitting a written notice or email containing:

1. Statement of intent to resign

2. Resignation date

3. BrainIQ Health ID number

4. Reason for resignation

5. Signature

Resigned Affiliates cannot reapply or hold interest in another business for 6 months.

9.10 Involuntary Termination
Grounds include (but are not limited to):

● Violation of Policies, Agreement, or Compensation Plan

● Violating laws or engaging in unethical practices

● Returning over $10,000 worth of products or tools within 12 months

Termination Process:

1. Written notice sent to last known address

2. 14-day window to respond

3. Final decision issued within 14 days of response

4. 14-day appeal period if termination upheld

If appeal is not received, termination is final.

Effects of Termination:

● Use of Company IP is prohibited

● Organization rolls up to the next active upline

● Reapplication requires written permission from the President

9.11 Effect of Cancellation
Upon any cancellation (voluntary, involuntary, or inactivity):

1. Affiliate forfeits all rights to commissions, bonuses, downline, and intellectual property

2. Final payment (if any) issued for the last qualifying pay period

3. Any withheld or offset amounts are deducted

10.0 DISCIPLINARY SANCTIONS
10.1 Imposition of Disciplinary Action – Purpose
It is the spirit of BrainIQ Health that integrity and fairness should guide the actions of all Affiliates, ensuring that every individual has a fair and equal opportunity to build a successful business.
Therefore, BrainIQ Health reserves the right to impose disciplinary sanctions at any time when it determines that a Affiliate has violated:
● The Affiliate Agreement

● These Policies and Procedures

● The Compensation Plan (as they may be amended from time to time by the Company)

10.2 Consequences and Remedies of Breach
Disciplinary actions may include one or more of the following:

1. Monitoring the Affiliate’s conduct over a specified period of time to ensure compliance.

2. Issuance of a written warning and/or requiring the Affiliate to take immediate corrective action.

3. Imposing a fine, either immediately or by withholding it from future commission payments.

4. Placing the Affiliate’s account on Commission Hold—withholding earnings until the violation is resolved or adequate assurance of future compliance is provided.

5. Suspension from participating in Company or Affiliate events, rewards, or recognition programs.

6. Suspension of the Affiliate Agreement and business operations for one or more pay periods.
7. Involuntary termination of the Affiliate’s Agreement and business.

8. Any other action the Company deems appropriate to address or remedy the violation.

9. Initiating legal proceedings seeking monetary or equitable relief.

11.0 DISPUTE RESOLUTION
11.1 Grievances
If a BrainIQ Health Affiliate has a grievance or complaint against another Affiliate regarding any practice or conduct related to their BrainIQ Health businesses, they are encouraged to first resolve the issue directly with the other party.

If no resolution is reached, the complaint must be submitted to the Board of Directors (BOD) as outlined below. The BOD will be the final authority, and its written decision will be final and binding on all involved parties.

BrainIQ Health’s involvement is limited to disputes directly related to BrainIQ Health business matters. The Company will not mediate personal disputes or personality conflicts, and such issues cannot be used to justify sponsor or placement changes.
BrainIQ Health will not intervene in third-party agreements between Affiliates and does not provide legal counsel, referrals, or funding for such matters.

Grievance Submission Process:

Affiliates must submit a written complaint via mail or email to the Compliance Department. The complaint must include:
● The nature of the violation

● Specific facts supporting the allegations

● Dates of occurrence

● Number of occurrences

● Names of all persons involved

● Supporting documentation

Complaint Investigation Procedures:

1. Acknowledgment: The Compliance Department will confirm receipt to the complainant.

2. Notice to Accused: The subject of the complaint will be notified and given 14 business days to respond with relevant information.

3. Review: The Compliance Department will investigate, consider all relevant information, and determine a resolution on a case-by-case basis.

4. Updates: Only limited updates (“investigation ongoing”) will be provided during the process. No detailed progress reports will be issued.

5. Final Decision: A final decision will be rendered, and the parties will be notified in a timely manner.

11.2 Arbitration
Any dispute, claim, or controversy arising out of or related to the Affiliate Agreement, these Policies, the Compensation Plan, or the Affiliate’s business with BrainIQ Health, shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
● Location: Boise, Idaho

● Arbitrator: One arbitrator with expertise in business law and direct selling, selected from an AAA panel

● Judgment: May be entered in any court of competent jurisdiction

● Fees: The prevailing party is entitled to recover arbitration costs, including attorney’s fees and filing fees

This arbitration agreement survives any termination or expiration of the Affiliate Agreement.
Injunctive Relief Exception:

Nothing in this section prevents BrainIQ Health from seeking temporary or permanent injunctive relief or court orders (e.g., to protect trade secrets) before, during, or after arbitration proceedings.

CLASS ACTION WAIVER:
No class action, representative action, private attorney general action, or joinder/consolidation with others’ claims is permitted under this Agreement.

Governing Law: All matters shall be governed and construed under the laws of the State of Idaho, without regard to conflict of laws principles.

11.3 Severability
If any part of these Policies is found to be invalid or unenforceable, that specific provision shall be severed, and the rest of the Policies shall remain in full force and effect as though the invalid portion had never been included.

11.4 Waiver
Only a unanimous vote of BrainIQ Health officers, issued in writing, can constitute a waiver of these Policies.
● A waiver for one instance does not apply to future breaches.

● Any claims a Affiliate may have against BrainIQ Health do not excuse or delay enforcement of these Policies.

11.5 Successors and Claims
The Affiliate Agreement and these Policies shall be binding upon and inure to the benefit of both parties and their respective successors and assigns.

12.0 GOVERNING LAW
These Policies and Procedures shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles. All disputes arising under or in connection with these Policies, the Affiliate Agreement, or any related matter shall be subject to the exclusive jurisdiction of the courts of the United States, with venue in Boise, Idaho.

13.0 BRAINIQ HEALTH GLOSSARY OF TERMS
ACTIVE AFFILIATE: An Affiliate who satisfies the minimum volume requirements, as set forth in the Compensation Plan, to remain eligible to receive bonuses and commissions.

AGREEMENT: The binding contract between the Company and each Affiliate, which includes: (i) the Affiliate Agreement; (ii) BrainIQ Health Policies and Procedures; and (iii) the BrainIQ Health Compensation Plan, all in their current form and as amended by BrainIQ Health in its sole discretion. These collectively constitute the “Agreement.”

CANCEL: The termination of an Affiliate’s business. Cancellation may be voluntary, involuntary, or due to non-renewal, if applicable.

COMPENSATION PLAN: The official documentation outlines the manner in which Affiliates may earn commissions, bonuses, and other incentives.

CUSTOMER: An individual who purchases BrainIQ Health products but does not participate in the business opportunity or resell products.

AFFILIATE: An individual authorized to sell to retail customers and build a downline organization to earn commissions.

LINE OF SPONSORSHIP (LOS): A confidential report generated by BrainIQ Health that includes data such as Affiliate identities, sales metrics, and enrollment activity. This information is proprietary and considered a trade secret of BrainIQ Health.

ORGANIZATION: All Affiliates and Customers placed beneath a particular Affiliate in the genealogy structure.

OFFICIAL CORPORATE MATERIAL: Any literature, digital media, or training materials created and distributed by BrainIQ Health for use by its Affiliates.

PLACEMENT: The specific position of a Affiliate within the organizational structure under a given Sponsor.

RECRUIT: As defined in BrainIQ Health’s Conflict of Interest Policy, the act—whether direct, indirect, or through a third party—of soliciting or influencing another Affiliate or Customer to join or participate in a different multilevel marketing, network marketing, or direct selling opportunity.

RESALABLE CONDITION: Products are considered in “Resalable Condition” when: (i) they are unopened and unused; (ii) the original packaging and labeling is intact and undamaged; (iii) they are in sellable condition consistent with industry standards; and (iv) they bear current BrainIQ Health labeling. Items clearly marked at the time of sale as final, nonreturnable, discontinued, or seasonal are not considered resalable.

SPONSOR: An Affiliate who enrolls another individual into BrainIQ Health as a Customer or Affiliate, and whose name appears as the Sponsor on the Agreement. The act of enrolling and mentoring new Affiliates is referred to as “sponsoring.”

UPLINE: Refers to the Sponsor(s) above a particular Affiliate, all the way up to the Company. This is the lineage of sponsorship that connects each Affiliate back to BrainIQ Health.