Sie sind auf Seite 1von 11

GoHerbalife.

com Subscription Agreement

It’s important that you read the GoHerbalife.com Subscription Agreement below. If you
agree to all the terms, simply accept and click “continue” to complete your subscription to
GoHerbalife.com. If you do not agree, you will not be able to create a GoHerbalife.com
website.

I. GENERAL

1. As specified on an earlier screen presented to me in the application process, I am


applying to subscribe to the GoHerbalife.com Websites Service (“GoHerbalife.com”) as it
is provided generally from time to time by Herbalife International of America, Inc. and its
affiliates including Herbalife International India Private Limited (“Herbalife”) to individuals
whose Herbalife Membership Applications and Agreements have been accepted by
Herbalife (each, a “Member”) in India who wish to subscribe to GoHerbalife.com. I
understand that GoHerbalife.com may change from time to time without advance notice,
and that the specifications for GoHerbalife.com in effect at any time will be available to
me at www.myherbalife.com or such other web location as may be identified to me from
time to time by Herbalife. Herbalife may suspend or terminate GoHerbalife.com at any
time without advance notice.

I ACKNOWLEDGE THAT ANY OR ALL OF GOHERBALIFE.COM MAY BE PROVIDED BY THIRD


PARTIES ON BEHALF OF HERBALIFE. I AGREE THAT EXCEPT WITH REGARD TO THE
PROCESSING OF PERSONAL DATA, ANY THIRD PARTY PROVIDER SHALL BE AN EXPRESS
BENEFICIARY OF ALL RELEVANT PROVISIONS OF THIS AGREEMENT.

I CERTIFY THAT I AM A RESIDENT OF THE INDIA, DOING BUSINESS IN AND


SHIPPING ONLY FROM INDIA AND THAT I MAY ONLY USE GOHERBALIFE.COM TO SHIP
TO INDIAN RESIDENTS AT LOCATIONS WITHIN INDIA.

2. My subscription is subject to Herbalife’s acceptance of my application. By submitting


this application, I am agreeing to all the terms and conditions set forth in this screen and
the other screens presented to me as part of the application process, including Herbalife’s
Terms of Use, Herbalife’s Privacy Policy and my GoHerbalife.com Privacy Policy
(collectively, the “Agreement”). Herbalife may amend such terms and conditions at any
time on notice to me. Unless I terminate my subscription within 30 days after such
notice, I will be deemed to have accepted such amendment and the “Agreement” shall
thereafter include such amendment. I am further agreeing to abide by all of Herbalife’s
rules, regulations, policies and procedures, as amended from time to time, relating to
GoHerbalife.com. I understand that Herbalife’s rules, regulations, policies and procedures
relating to GoHerbalife.com may change from time to time without advance notice, and
that such rules, regulations, policies and procedures in effect at any time will be available
to me at www.myherbalife.com.

3. If Herbalife accepts my subscription, it will use commercially reasonable efforts to


commence providing GoHerbalife.com to me reasonably promptly thereafter.

Page 1 of 11
4. I may terminate my subscription to GoHerbalife.com by calling Herbalife at 080-
40311444. Such termination shall only take effect on the last day of my then current
monthly billing cycle. In the event I so notify Herbalife of such termination, Herbalife
shall use commercially reasonable efforts to cause my web page(s) provided through
GoHerbalife.com to be inaccessible to potential customers after the effective date of such
termination. I shall continue to be liable for any monthly charges through and including
the effective date of termination, without pro-ration, and shall in no event be entitled to
any refund from Herbalife for the remainder of any monthly billing cycle.

5. My subscription to GoHerbalife.com shall terminate automatically and without prior


notice upon the termination or deletion of my Herbalife Membership. In addition, and
notwithstanding any provision of my Membership Agreement or any Herbalife rules,
regulations, policies and procedures, Herbalife may temporarily suspend or permanently
terminate my subscription to GoHerbalife.com at any time with or without giving prior
notice, for any reason or no reason.

6. During the period of any suspension of GoHerbalife.com or my subscription, and from


and after any termination of GoHerbalife.com or my subscription, I understand that I
shall have no access to order entry information or any other information in or functionality
of GoHerbalife.com, including any content that I have uploaded or entered into the Site,
except as otherwise permitted by Herbalife in its sole discretion.

7. No termination of this Agreement will relieve me of any liability that arose before such
termination. I understand that the following provisions of this Agreement will survive any
termination of GoHerbalife.com or my subscription: Sections I.1, II.1, II.2, IV, V, VI and
VII.

II. MY MEMBERSHIP & PRODUCT SALES THROUGH GOHERBALIFE.COM

1. I understand that I continue to be bound by all of my existing agreements with


Herbalife (including the Membership Application and Agreement), and that I must continue
to comply with such agreements and with all of Herbalife’s rules, regulations, policies
and procedures as amended from time to time. This Agreement sets forth obligations specific
to GoHerbalife.com that are in addition to such existing agreements, rules, regulations,
policies and procedures.

2. My subscription for GoHerbalife.com does not change my legal relationship as an


independent Member who may distribute Herbalife® products. In particular:
• I am responsible for paying Herbalife for all costs of products, including Herbalife’s
Member prices to me and costs of shipping (whether to me or to customers I
designate), whether or not the end customer pays me.
• GoHerbalife.com is designed only to collect and forward customer order information
to me, which I may accept or reject as I see fit. It is my sole responsibility to respond
to orders, to maintain my own books and records of all transactions and
communications with my downline organization and customers.
• Herbalife is not responsible for verifying the identities of customers or the validity
of credit cards or other payment information supplied by customers (or the approval
of charges by card issuers). I am solely responsible for collecting any amounts
due to me from customers.

Page 2 of 11
• In the event that I pay or have paid sales tax to Herbalife in respect of my
purchase of products, I am solely responsible for securing any credits against sales
taxes due to applicable taxing agencies. Herbalife has made no representation to
me as to any aspect of sales or uses taxes or the availability in any jurisdiction of
credits for taxes paid against taxes due.

3. Nothing in this Agreement restricts me from selling Herbalife products by any other
permissible means. If I wish to adopt promotional programs or to offer discounts, I may
do so. I understand that the on-line ordering functionality included in GoHerbalife.com
quotes Herbalife's suggested retail price for all products but this does not prevent me
from selling products at different prices.

4. By accepting customer orders through GoHerbalife.com, I agree that transactions may


be conducted electronically. Once a customer has placed an order on the Site and I have
accepted the order, I will choose to have the order fulfilled in one of two ways: 1) I will
fulfill the order from my own personal product inventory; or 2) Herbalife will fulfill the
order from one of its warehouses on my behalf. If I choose option 1, I am responsible for
shipping the order to my customer in a timely fashion and in accordance with my store
policy posted on my GoHerbalife.com website.

5. In the course of serving customers through GoHerbalife.com, I will honor the Herbalife
Customer Refund Policy which allows retail customers to exchange unwanted products
or obtain a full refund (excluding shipping charges) for the same at any time within
thirty (30) days from the customer’s receipt of the products.

III. FEES

1. If Herbalife accepts my subscription, my use of GoHerbalife.com will be free of


charge.

2. Herbalife may offer additional services beyond GoHerbalife.com for separate fees. My
ordering of such services from Herbalife constitutes my authorization to Herbalife to charge
the designated credit card with the amounts posted by Herbalife for such services.

3. All purchases of merchandise by me from Herbalife are covered by my Membership


Agreement, Herbalife’s Rules of Conduct and any other applicable agreements between
Herbalife and me, and not by this Agreement. Nothing in this agreement shall imply any
right to purchase on credit, to receive any discount, or to receive any preferential allocation
of merchandise or other preferred treatment by Herbalife.

IV. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

1. As between Herbalife and me, Herbalife, its licensors, and/or its service providers
retain all right, title, and ownership in and to all of their respective trademarks and logos,
all software and technology supporting or involved in providing GoHerbalife.com,
Herbalife’s Confidential Information (as defined below), and all worldwide copyrights,
trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and
other proprietary rights, whether now known or hereafter recognized in any jurisdiction,
related thereto (collectively, “Intellectual Property Rights”). Herbalife is only delivering

Page 3 of 11
services to me under this agreement and has not granted me any licenses, express or
implied, with respect to any software or other subject matter. Any rights not expressly
granted to me under this Agreement are reserved by Herbalife, its licensors and service
providers, as applicable.

2. Herbalife may from time to time during the term of this Agreement disclose to me
certain Confidential Information. “Confidential Information” means information designated
as confidential or which ought to be considered as confidential from its nature or the
circumstances surrounding its disclosure, including, without limiting the generality of the
foregoing, data, any source code embedded in GoHerbalife.com, scripts, plug-ins, applets
or similar features that may be made available to me from time to time, and information
regarding Herbalife’s or its service providers’s and licensors’s policies, strategies,
operations, finances, plans, customers and suppliers, software and services.

3. I will not use any Confidential Information for any purpose not expressly permitted by
this Agreement, and will disclose the Confidential Information only to my employees who
have a need to know such Confidential Information for purposes of this Agreement, and
who are under a duty of confidentiality no less restrictive than my duty hereunder. I will
protect Herbalife’s Confidential Information from unauthorized use, access, or disclosure
in the same manner as I protect my own confidential or proprietary information of a
similar nature, and with no less than reasonable care. Any disclosure by my affiliates,
directors, officers, employees, agents, or contractors shall be deemed to be disclosure by
me, and I shall be liable therefor as if I had disclosed the Confidential Information.

4. My obligations under the preceding section with respect to any Confidential


Information will terminate if such information: (a) was already known to me at the time
of disclosure by Herbalife; (b) is disclosed to me by a third party who had the right to
make such disclosure without any confidentiality restrictions; (c) is, or through no fault of
mine has become, generally available to the public; or (d) is independently developed by
me without access to, or use of, Confidential Information. In addition, I will be allowed to
disclose Confidential Information to the extent that such disclosure is: (i) necessary for
me to enforce my rights under this Agreement in connection with a legal proceeding; or
(ii) required by law or by the order of a court or similar judicial or administrative body.
In the latter case, I will use my best efforts to: (x) protect against public disclosure by
the judicial or administrative body or applicable litigant; and (y) notify Herbalife of the
potential disclosure on a sufficiently timely basis so as to permit Herbalife to take action
to protect against further disclosure.

5. At Herbalife’s request, I shall unconditionally return to Herbalife all Confidential


Information in my possession not needed to make use of GoHerbalife.com. Upon
termination of my subscription to GoHerbalife.com, I shall unconditionally return to Herbalife
or destroy all Confidential Information relating to GoHerbalife.com. Herbalife may visit
my premises during normal business hours to review my compliance with the terms of
this Section.

6. I will not: (i) distribute, sublicense, lease, rent, loan, or otherwise transfer or provide
access to GoHerbalife.com or any software or technology used to provide
GoHerbalife.com; or (ii) reverse engineer, decompile, disassemble, or otherwise attempt
to derive the source code for any such software. I will not remove, alter, or obscure in

Page 4 of 11
any way any proprietary rights notices (including copyright notices) of Herbalife or its
licensors or their respective service providers on or within any web pages or other materials
provided as part of GoHerbalife.com.

V. PERSONAL DATA

1. I am responsible for the lawfulness of the data processing I carry out relating to my
customers and prospects, including but not limited to their names, addresses, contact
details and order, invoicing and payment information, credit card details, as well as
purchase history, in my control or possession (the “Personal Data”). The Platform also
collects data from each Web Property and its users and general information about a
user’s use of a Web Property (collectively, “Web Property Data”). I agree that my access
to this Web Property Data (including, without limitation, registration information, if any,
provided in connection with a user’s use of a Web Property) as part of the management
controls of my Web Property(s) is subject to the Herbalife Privacy Policy.

2. I herewith acknowledge and agree that all Personal Data that I upload to or collect on
GoHerbalife.com or otherwise disclose to Herbalife in the framework of GoHerbalife.com
and any related services:
• has been collected, and is, in compliance with the relevant data protection law
(including, if applicable, consent, information and registration requirements);
• will be collected and used in compliance with the privacy policy posted by Herbalife
on the customer interface included in my web page(s) provided through
GoHerbalife.com (my “GoHerbalife.com Privacy Policy”); and
• may be lawfully processed by Herbalife at its sole discretion for all the purposes
described in Herbalife’s Privacy Policy.

3. Herbalife has implemented appropriate security measures to protect the Personal


Data on the GoHerbalife.com platform against accidental or unlawful destruction or
accidental loss, alteration, unauthorized disclosure or access. Any changes to
GoHerbalife.com, including Herbalife’s rules, regulations, policies and procedures, will not
result in a material reduction in the level of protection provided for the Personal Data you
have uploaded to or collected on the GoHerbalife.com platform.

4. I understand that in order for GoHerbalife.com to function properly, Herbalife may


need to provide the Personal Data to third parties in order to generate the necessary
functionality of the GoHerbalife.com site. These third parties are required to abide by
substantially the same obligations as Herbalife under this Agreement. I hereby consent
to such transfer of the Personal Data and have secured the consent of my customers to
such transfers. Should I or any customer remove their consent or not consent initially, I
will inform Herbalife so that it can make arrangements to restrict the transfer of such
customer personal information. I may inform Herbalife by contacting: Associate Relations
at 080-40311444 or contact us at: Herbalife International India Pvt. Ltd. #14, Pardhanani
Wilshire, Commissariat Road, Bengaluru, Karnataka – 560025, INDIA or
privacy@herbalife.com. I understand and agree that I will be liable for any breach of this
representation and will indemnify Herbalife fully for any breach of data privacy laws if
Herbalife incurs any damages or losses, including legal fees and expenses.

Page 5 of 11
5. In case of a suspension or termination of GoHerbalife.com or my subscription to
GoHerbalife.com, I may no longer access the Personal Data of my customers and prospects
through GoHerbalife.com and I should therefore keep my own records and copies of
Personal Data at all times. Within a reasonable time period after a termination or suspension
I may request copies of the Personal Data of my customers and prospects from Herbalife
and Herbalife will use commercially reasonable efforts to oblige such request.

6. In the event of any (including suspected) accidental or unauthorized access to the


Personal Data, or another form of data or security breach relating to Personal Data
exchanged or kept in GoHerbalife.com or the related services, I and Herbalife will each
inform each other as soon as reasonably possible from the moment of detection of the
problem.

7. I and Herbalife will cooperate and act in a proactive manner whenever this is required
to allow either party to comply with its respective obligations under data protection law,
including to respond within a reasonable time to data protection related enquiries from
my customers or prospects and/or the competent regulator.

8. I must keep the Personal Data of my customers and prospects accurate and should
rectify or delete it, as appropriate, if it is incorrect, incomplete, no longer required or
upon the relevant individual’s justified request.

9. If I am in breach of my obligations under this Agreement, Herbalife may suspend or


block my access to the GoHerbalife.com platform and related services until the breach is
remedied. Access to and use of the GoHerbalife.com platform and related services may
also be suspended or blocked to prevent interference with, damage to, or degradation of
GoHerbalife.com, any related services, and the Herbalife Network and to prevent abuse.

VI. MY MEMBER WEB PROPERTY

1. The Member Websites platform (the “Platform”) is a set of services and technology
applications that allows Herbalife Members to create their own online web properties
(each, a “Web Property”) utilizing Herbalife’s technology. If I create a Web Property, it is
my Web Property, and as a Web Property creator, I understand that I am responsible for
managing it in compliance with this Agreement, Herbalife’s Terms of Use, my
GoHerbalife.com Privacy Policy and Herbalife’s Privacy Policy. As between Herbalife and
myself, I understand that I am responsible for the content that I tailor for my Web
Property, the statements I make on my Web Property, the information I collect on my
Web Property, and the actions or conduct of my customers or other persons who use my
Web Property, and Herbalife does not assume or accept any responsibility for the activity
that occurs on my Web Property.

2. During the term of my GoHerbalife.com subscription and subject to the terms and
conditions of this Agreement and Herbalife’s Terms of Use, Herbalife hereby grants me a
limited, non-exclusive, non-sublicense, non-transferable, revocable license to access and
use the “Platform Tools” (as defined herein) solely to enable my use and creation of a
Web Property on the Platform. For clarification and the removal of doubt, aside from the
license granted in this paragraph, I acknowledge that I shall acquire no rights in or to the

Page 6 of 11
Platform and/or the Platform Tools. For purposes of this Agreement, “Platform Tools”
shall mean past, present and future hardware, products, processes, source and object
code, algorithms, user interfaces, know-how, techniques, organization, designs, text,
images, photographs, illustrations, audio or visual material, artwork, graphic material,
themes, podcasts, advertising copy, databases, proprietary information, all copyrightable
or otherwise legally protectable elements of the Platform and all other tangible or intangible
materials related to, displayed, performed or distributed on the Platform. I agree that
as between me and Herbalife, all intellectual property rights in and to the Platform and
the Platform Tools and any derivative works or enhancements thereof are owned by
Herbalife or its licensors. Any rights not expressly granted by Herbalife herein are reserved
to Herbalife.

3. If, as a Web Property creator, I upload or otherwise use any art assets or other
material in creating or designing my Web Property, including but not limited to, my
stories, articles, opinions, other text, source and object code, directories, guides,
photographs, illustrations, images, video and audio clips and advertising copy, as well as
the trademarks, copyrights, logos, domain names, code, tradenames, service marks, patents
and any and all copyrightable material (collectively, the “Member Material”), the following
provisions will apply to me:

(a) As between me and Herbalife, I shall own all right, title and interest in and to
any Member Material; provide, however, that in no event shall the term Associate Material
include any Platform Tools.

(b) I hereby grant Herbalife, during the course of my usage of the Platform, a non-
exclusive, worldwide, royalty-free, and transferable right and license to (i) use,
reproduce, access, store, cache, communicate, publicly perform and publicly display my
Member Material and “Web Property Data” (as defined herein) (x) for the purpose of
operating and making my Member Material and Web Property Data available on the
Platform and in all current and future media in which the Platform may now or hereafter
be distributed or transmitted or (y) for Herbalife’s internal business purposes so that
Herbalife may derive metrics and analytics relating to my Member Material and Web
Property Data; and (ii) disclose any such metrics and analytics regarding my Member
Materials and Web Property Data for marketing and business development purposes.

(c) I hereby agree that if my Member Material is removed from any Web Property
due to a violation of this Agreement or because such Member Material contains illegal
images, Herbalife shall have the right to use and reproduce such Member Material in any
manner without restriction, including in response to any subpoena or other judicial or
administrative order, to assist government enforcement agencies or as otherwise required
by law and to protect the rights, property or safety of Herbalife, any user or individual,
or the general public. Additionally, I understand and agree that my Member Material and
Web Property Data that is displayed on the Platform may continue to appear on the
Platform, even after I have terminated my account, as portions of my Member Material
may have been incorporated into other Platform features. In addition to the rights,
licenses and privileges referred to above, I agree that Herbalife may use and refer to my
Web Property and/or Member Material (including screen shots) throughout the universe,
in perpetuity, in marketing materials, press releases, financial reports, presentations,
website materials, customer lists and any and all media now known or

Page 7 of 11
hereafter discovered in connection with the marketing, advertising and promotion of the
Platform and/or Herbalife, and any products, goods, features, capabilities and/or services
associated with the Platform and/or Herbalife.

4. I understand that I am solely responsible for all Member Material appearing on or


incorporated into my Web Property. I am responsible for making sure that I have all
rights in and to the Member Material, including all of the rights necessary to grant the
licenses set forth in this Section VI. I represent and warrant that my Member Material is
my original work and does not violate or infringe upon the rights of any third party. I
also represent and warrant that the Member Material appearing on or incorporated into
my Web Property is not detrimental to the image or reputation of Herbalife or its products
or services, does not degrade the performance of the Platform, is not obscene,
pornographic or libelous, in whole or in part, and that all postings are in compliance with
Herbalife’s Rules of Conduct, and any applicable federal and state laws, rules and
regulations. Herbalife reserves the right, in its sole and absolute discretion, to remove
any and all Member Material from any Web Property, in whole or in part, at any time and
for any reason.

5. I agree that if I activate the coupon functionality of my GoHerbalife.com website I will


honor all coupons through the expiration date I have originally designated.

6. I understand and acknowledge that Herbalife and its designees reserve the right, but
shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or
transmit any Member Material, in whole or in part, on any Web Property at any time and
for any reason or no reason at all, with or without notice and with no liability of any kind.

7. If a Web Property is removed from the Platform, the Member Material associated with
that Web Property may also be deleted at the discretion of Herbalife. Herbalife is not
required and may not keep back up copies of Member Material on any Web Property once
the Web Property or Member Material is deleted. Additionally, Herbalife makes no guarantee,
either during or after the term of this Agreement, that any Member Material will be safely
stored.

8. I represent and warrant that my Web Property shall not be designed or implemented
in a way, that as determined by Herbalife in its sole discretion, might mislead a user into
believing that: (i) he or she is interacting directly with Herbalife when interacting with
my Web Property; or (ii) any part of my Web Property, other than the basic templates
provided by Herbalife, was created by or endorsed by Herbalife.

9. Herbalife reserves the right at any time (and from time to time) to modify, suspend,
or discontinue providing the Platform or any part thereof, including adding new features
to any portion of the Platform, with or without notice. Herbalife will not be liable to me or
to any third party for any modification, suspension or discontinuance of any portion of the
Platform or the Platform as a whole.

10. I agree to comply with all applicable export and reexport control laws and regulations,
including the (Indian) Foreign Exchange Management Act, 1999 and the Regulations made
thereunder, the Export Administration Regulations (“EAR”) maintained by the U.S.
Department of Commerce, trade and economic sanctions maintained by the Treasury

Page 8 of 11
Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms
Regulations (“ITAR”) maintained by the Department of State. Specifically, I agree that I shall
not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of
any products, software, or technology (including products derived from or based on such
software or technology) received from Herbalife under this Agreement to any destination,
entity, or person prohibited by the laws or regulations of India and/ or the United States,
without obtaining prior authorization from the competent government authorities as required
by those laws and regulations. I agree to indemnify, to the fullest extent permitted by law,
Herbalife from and against any fines or penalties that may arise as a result of my breach of
this provision. This export control clause shall survive termination or cancellation of this
Agreement.”

VII. COMPLIANCE WITH LAWS; DISCLAIMERS; INDEMNITIES; LIMITS OF


LIABILITY

1. At my expense, I shall comply with all applicable laws, rules and regulations regarding
my activities related to this Agreement, my use of GoHerbalife.com and my fulfillment of
orders received through my subscription to GoHerbalife.com and the operation of my
Web Properties.

2. I AGREE THAT HERBALIFE AND ITS SERVICE PROVIDERS PROVIDE


GOHERBALIFE.COM, INCLUDING ANY SOFTWARE USED IN CONNECTION WITH SUCH
SERVICES, “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE
FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
HERBALIFE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND
CONDITIONS REGARDING THIS AGREEMENT AND ANY SUCH SERVICES AND THE
SOFTWARE AND TECHNOLOGY USED TO PROVIDE SUCH SERVICES, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT. HERBALIFE DOES NOT WARRANT THAT GOHERBALIFE.COM WILL
BE CONTINUOUSLY AVAILABLE OR THAT THE USE OF GOHERBALIFE.COM WILL BE
UNINTERRUPTED.

3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR OTHER
CONSEQUENTIAL DAMAGES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE
OR EXEMPLARY DAMAGES, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
USE OR PERFORMANCE OF GOHERBALIFE.COM, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. I agree to indemnify, defend, and hold Herbalife and the service providers supporting
GoHerbalife.com harmless from and against any and all liabilities, losses, damages, costs
and expenses, including without limitation reasonable attorneys’ fees and expenses
(collectively, “Losses”), that Herbalife or its service providers or licensors may incur resulting
from any action, suit, claim or proceeding in any form by any third party arising from or
related to: (i) any allegation that (a) any trademarks used by me infringe any trademark
rights of any third party; (b) any content delivered by me to any person infringes
upon any Intellectual Property Rights or rights of privacy or publicity; (c) any content I
provide to any person using GoHerbalife.com contains harassing, defamatory, libelous,
abusive, threatening or obscene materials; or (d) I did not have the right to disclose
information to Herbalife or that I otherwise violated any privacy policy; (ii) my

Page 9 of 11
Web Property; (iii) any misrepresentation, misstatement, or inaccurate information
communicated by me to any third party regarding GoHerbalife.com and associated software,
their specifications, and/or their capabilities; (iv) my breach of my obligations with respect
to Confidential Information; and (v) any violation of law by me or any persons under
my control.

5. EXCEPT AS SET FORTH IN THIS SECTION, EACH PARTY’S TOTAL CUMULATIVE


LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR GOHERBALIFE.COM,
WHETHER IN CONTRACT, IN TORT, UNDER A THEORY OF STRICT LIABILITY, OR
OTHERWISE, WILL BE LIMITED TO THE AGGREGATE AMOUNT ACTUALLY PAID BY ME TO
HERBALIFE ON ACCOUNT OF GOHERBALIFE.COM DURING THE TWELVE (12) MONTHS
PRECEDING THE CLAIM. HERBALIFE’S SERVICE PROVIDERS WILL HAVE NO LIABILITY
OF ANY NATURE TO ME UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND
AGREE THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE
REASONABLE AND A FUNDAMENTAL PART OF THIS AGREEMENT, AND THAT HERBALIFE
AND I WOULD NOT AGREE TO ENTER INTO THIS AGREEMENT WITHOUT SUCH
LIMITATIONS. Notwithstanding the foregoing, there shall be no limit on my liability to
Herbalife with respect to (i) Losses otherwise recoverable by Herbalife as an indemnitee
pursuant to this Agreement, or (ii) damages caused by my willful misconduct or gross
negligence.

VIII. GOVERNING LAW

All issues and questions concerning the construction, validity, interpretation and enforceability of this
Agreement, or the rights and obligations of (i) me, on the one hand, or (ii) Herbalife and its officers, directors
and employees (collectively, the "Herbalife Entities"), on the other hand, in connection with this Agreement or
GoHerbalife.com shall be governed by and construed in accordance with the domestic laws of the Republic of
India without giving effect to any choice of law or conflict of law rules or provisions that would cause the
application of the laws of any other country

IX. GOHERBALIFE.COM ECARD AND EMAIL SERVICES


1. I will not use the eCards and email Services provided within GoHerbalife.com or any
other Herbalife web property (the “Email Services”) in a manner that violates any law or
regulation. Neither me nor any of my affiliates will use the Email Services for purposes
of, or transmit via the Email Services, (i) any unlawful, fraudulent, libelous, defamatory,
obscene, pornographic, profane, threatening, abusive or otherwise objectionable information
of any kind, including without limitation any transmissions constituting or encouraging
conduct that would constitute a criminal offense, give rise to civil liability or otherwise
violate any local, state, federal or foreign law, including without limitation the
U.S. export control laws and regulations; (ii) any chain letters or other deceptive,
misleading, and/or fraudulent content; (iii) any unsolicited commercial or non-commercial
communication; (iv) any emails with deceptive, misleading or false subject lines or header
information that makes it difficult to identify the initiator of the email; or (v) any
information containing a virus, Trojan horse, worm, or other harmful component.
2. I certify that I will use the Email Services only to send eCards and emails to customers
and prospects that have directly consented (opted-in) to receive email from me.
Additionally, I agree that I will not send unsolicited email (spam) via your system.
Page 10 of 11
a. Each person as to whom email addresses are used in GoHerbalife.com for the purpose
of sending eCards or commercial emails by me or my affiliates (i) will be categorized as
an “opt-in” recipient by his, her or its agreement with me to receive such information via
email, and (ii) has not or will not have notified me or any of my affiliates of his, her or its
desire not to receive email (i.e., no such person has “opted out” of the receipt of email
with respect to me or my products or services or any of my affiliates or their products or
services).

b. For any opt-in list of email addresses used in GoHerbalife.com, I agree to provide
Herbalife, upon request, with the source of the email addresses, the method used for
recipient signup, and details surrounding the process used, and whatever other
information relates to the transaction or sign-up process used. This includes, but isn't
limited to, date and time of sign up, IP address of signup, website signed up from, and
whatever other information the client asked of the recipient at point of sign up.

3. I am required to reconfirm permission using the “Invite” feature in the Contact


Manager or stop mailing any customer, prospect or existing list when it is determined to
be in violation of Herbalife’s anti-spam policies. Repeated violations or failures to comply
with our policies will result in termination of my access to the GoHerbalife.com Email
Services.

4. Herbalife does not buy or sell email lists, nor do we allow Members to use purchased
or harvested email lists. I certify that I will not use rented or purchased lists, email
append lists, or any other list that contains email addresses captured in any other method
than opt-in. The use of opt-out lists is prohibited in our system. Herbalife retains the
right to review my lists, eCards and emails to verify that I am abiding by the privacy and
permission policies set forth herein. I am required to comply with Herbalife’s policies and
all applicable laws.

Last Revised on June 23, 2016.

©2016 Herbalife International of America. All Rights Reserved.

Page 11 of 11