Strong Affiliate Sales Agent

1. Introduction

1.1. Policies Incorporated into Agent Application and Agreement

These Policies and Procedures (“Policies”), in their present form and

as amended at the sole discretion of Kindermall International Sdn.

Bhd. (hereafter “Kindermall” or the “Company”), are incorporated into,

and form an integral part of, the Kindermall Agent Application and

Agreement (hereafter “Agent Agreement”). Throughout these Policies,

when the term

“Agreement” is used, it collectively refers to the Kindermall Agent Agreement, these Policies, and the KM Rewards Plan. These documents are incorporated by reference into the Agent Agreement (all in their current form and as amended by Kindermall). It is the responsibility of each Agent to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies. When sponsoring a new Agent, it is the responsibility of the sponsoring Agent to ensure that the applicant has access to the most current version of these Policies prior to or at the time the applicant executes the Agent Agreement. Capitalized terms throughout these Policies are fully defined at the end of these Policies, alphabetically under “Glossary of Terms.”

1.2. Purpose of Policies

Kindermall Agents are required to comply with all the Terms and Conditions set forth in the Agreement which Kindermall may amend at its sole discretion from time to time, as well as all federal and state laws governing their Kindermall business and their conduct. Because Agents may be unfamiliar with many of these standards of practice, it is very important that each Agent read and abide by the Agreement. The information in these Policies should be reviewed carefully. They explain and govern the relationship between a Agent and the Company.

1.3. Changes to the Agent Agreement, Policies, KM Rewards Plan, Table & Fact Sheet and Product Price List
Kindermall reserves the right to amend the Agreement, the Table & Fact Sheet and the prices in its Product Price List in its sole and absolute discretion. By signing the Agent Agreement, a Agent agrees to abide by all amendments or modifications that Kindermall elects to make. Notification of amendments shall appear in Official Kindermall Materials. Price changes are not subject to prior notice and shall be effective upon publication in Official Kindermall Materials, including but not limited to, posting on kindermall.com.my, email distribution, publication in Kindermall’s newsletter, product inserts, price sheets, or any other commercially reasonable method. The continuation of a Agent’s Kindermall business or a Agent’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

1.4. Delays

Kindermall shall not be responsible for delays and failures in performance of its obligations when performance is made commercially impractical due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riots, war, terrorism, fire, flood, death, pandemic, curtailment of a party’s source of supply, or government decrees or orders.

1.5. Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.

1.6. Titles Not Substantive

The titles and headings in the Agreement are for reference purposes only, and do not constitute, and shall not be construed as, substantive terms of the Agreement.

1.7. Waiver

Neither party gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of either party to exercise any right or power under the Agreement or to insist upon strict compliance by the other party with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of the party’s right to demand exact compliance with the Agreement. Waiver can be effectuated only in writing by an authorized officer or representative of either party. A party’s waiver of any particular breach by the other party shall not affect or impair the party’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Agent, nor shall any delay or omission by a party to exercise any right arising from a breach affect or impair Kindermall’s rights as to that or any subsequent breach.


The existence of any claim or cause of action by a party against the other party shall not constitute a defense to the party’s enforcement of any term or provision of the Agreement.


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2. Becoming a Agent


2.1. Requirements to Become a Agent

To become a Agent, each applicant must:

• Be 18 years or above (a person who is recognized as a legal minor may not be a Kindermall Agent; Agents shall not enroll or recruit minors into Kindermall);

• Reside in Malaysia;

• Have a valid MyKad or work permit and a letter from Inland Revenue Board of Malaysia stating the tax file number which does not prohibit him/her from becoming a Kindermall Agent;

• Submit a properly completed registration and agree with Agent Agreement to Kindermall. The Company reserves the right to reject any applications for new Agentships; and

• Make a minimum purchase of product upon registration

2.2. Inventory and Starter Kit

No person is required to purchase Kindermall Starter Kit to become a Agent. However, to familiarize new Agents with Kindermall products, sales techniques, sales aids, and other matters, the purchase of a Starter Kit is required later during training session. Kindermall will repurchase Resalable Starter Kits from any Agent who terminates his or her Agent Agreement pursuant to the terms of the “Return of Inventory and Sales Aids by Agents and Retail Customers” section of these Policies.

2.3. New Agent Registration

• An applicant may sign-up as a Agent by completing the online registration.

Provided that the completed and signed Agent Agreement is received by the Company, the applicant’s sign-up will only become effective immediately.

2.4 Agent Benefits

Agreement are available to the new Agent. These benefits include the right to:

• Purchase Kindermall products at a certain discount from the Retail Price;

• Sell Kindermall products to Retail Customers and profit from these sales;

• Participate in the KM Rewards Plan (receive bonuses and commissions, if eligible);

• Sponsor other individuals as Agents and thereby build a Marketing Organization and progress through the

KM Rewards Plan;

• Receive periodic Kindermall literature and other Kindermall communications;

• Subscribe to a dashboard to facilitate the easiest online Recruitment and buying experience for his or her customers;

• Participate in Kindermall-sponsored support service training, and motivational and recognition functions upon payment of appropriate charges, if applicable; and

• Participate in promotional and incentive contests and programs sponsored by Kindermall for its Agents.














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3. Operating a Kindermall Business


3.1. Marketing and Training Systems

Agents shall describe the KM Rewards Plan as set forth in Official Kindermall Materials. Agents shall not offer the Kindermall opportunity through, or in combination with, any marketing or training

system, program, or method of marketing that is inconsistent with Official Kindermall Materials.

Agents shall not require, recommend or encourage other current or prospective Retail Customers or Agents to execute any agreement or contract other than official Kindermall agreements and contracts in order to become a Agent.


Similarly, Agents shall not require or encourage other current or prospective Retail Customers or Agents to make any purchase from, or payment to, any individual or entity to participate in the KM Rewards Plan other than those purchases or payments identified as recommended or required in Official Kindermall Materials.

3.2. Advertising

All Agents shall safeguard and promote the good reputation of Kindermall and its products. The marketing and promotion of Kindermall, the Kindermall opportunity, the KM Rewards Plan, and Kindermall products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical, or immoral conduct or practices. Kindermall specifically prohibits the use of mass unsolicited telephone autodialing, faxing, email (“spam”), and “boiler-room” telemarketing operations.


To promote both the products and the opportunity Kindermall offers, Agents must use only the sales aids and support materials produced by Kindermall or those which have been submitted to Kindermall and approved by the Company in writing. Any changes to the material after written approval has been issued shall require that the revised material be re-submitted to Kindermall and receive separate written approval before it can be used. If a Agent submits material to Kindermall for approval, the request shall be deemed denied unless the Agent receives specific written approval. Agents receiving written approval for sales aids and support materials they produce may provide such materials to other Agents for use. Kindermall may revoke its authorization for use of Agent-produced materials at its discretion, and Agents waive any and all claims and causes of action against Kindermall for such revocation.

Online Advertising, Marketing and Promotion

It is the Agent’s obligation to ensure his or her online marketing activities comply with these Policies, are truthful, are not deceptive and do not mislead potential Retail Customers, Retail Customers, potential Agents or Agents in any way. Website/apps and web promotion activities (which include, but are not limited to, Social Media sites) and tactics that mislead or are deceptive, regardless of intent, will not be allowed. This includes, but is not limited to, spam linking (or blog spam), unethical or misleading search engine optimization (SEO) tactics, misleading click-through ads (i.e. having the display URL of a pay-per-click campaign appear to route to an official Kindermall corporate site when it goes elsewhere), unapproved banner ads, and unauthorized press releases.

Dashboard

The term dashboard refers to the online account offered by Kindermall. Dashboard facilitate the easiest online Recruitment and buying experience.

Because a dashboard website/app resides on the kindermall.com.my domain, Kindermall reserves the right to receive analytics and information regarding the usage of that website/app.

a) By default, dashboard website/app URLs are www.kindermall.com.my/sasa/ref/agentnumber. This default ID cannot be change

Kindermall reserves the right to approve/amend all dashboard website/app information.




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External Website/apps Approved by Kindermall

The term External Website/app refers to a Agent’s own personal website/app, or other web presence that is used for a Agent’s Kindermall business, but which is not hosted on Kindermall’s servers and has no official affiliation with Kindermall. In addition to traditional website/apps, a blog or website/app developed on a blogging platform, that promotes Kindermall products and/or the Kindermall opportunity is considered an External Website/app. A Agent is allowed to have an External Website/app to personalize his or her Kindermall business and promote the Kindermall opportunity.

a) Kindermall reserves the right to disapprove of any External Website/app, and the Agent waives all claims against Kindermall should such authorization be rescinded;

b) Adhere to the branding and image usage policies described in these Policies;

c) Agree to modify the External Website/app to comply with current and future Policies;

d) Agree to terminate the External Website/app upon Cancellation of the Agent’s Agent Agreement.

External Website/app Content

The Agent is solely responsible and liable for his or her own website/app content, messaging, claims, and information and must ensure the External Website/app appropriately represents and enhances the Kindermall brand and adheres to these Policies. Additionally, the website/app must not contain any spam or malicious code. Decisions and corrective actions in this area are at Kindermall’s sole discretion. The Agent is solely responsible to ensure that no content appears on his or her External Website/app that constitutes the intellectual property of a third party. Should an action be brought against Kindermall for any content on a Agent’s External Website/app, the Agent agrees to indemnify Kindermall for any loss, damage, settlement, judgment, or payment of any kind that Kindermall incurs as a result of such action. The Agent further agrees to pay all of Kindermall’s legal fees and expenses associated with such action. The Agent agrees that Kindermall may deduct any sums from any amounts owed the Agent as an offset against payments and expenses. If amounts owed to the Agent are not sufficient to cover the payments and expenses, the Agent agrees that he or she will make such payments to Kindermall with funds from other sources.

External Website/app Exclusivity

A Agent’s External Website/app may contain content and information that is not exclusive to Kindermall. A Agent may advertise other products or opportunities other than Kindermall products and the Kindermall opportunity.

External Website/app Termination

In the event of the Cancellation of a Agent’s Agent Agreement, a Agent is required to remove its

External Website/app from public view within three days. A Agent’s External Website/app may be transferred to another

Agent, subject to Kindermall approval, on a case-by-case basis.

Team Website/apps

A Agent may use team website/apps for the purposes of connecting, communicating, training, educating and sharing best practices among team members.

Domain Names, Email Addresses and Online Aliases

A Agent is not allowed to use or register for use “Kindermall” or any of Kindermall’s trademarks, product names, or any derivatives, misspellings, or marks that are similar to or which can reasonably be confused with the foregoing, for any Internet domain name, email address, Social Media site, blog site, or online handles or aliases. Additionally, a Agent may not use or register domain names, email addresses, Social Media addresses, web or Social Media handles, or names and/or online aliases that could cause confusion, be misleading or deceptive, or which may cause individuals to believe or assume the website/app or communication is from, or is the property of, Kindermall.

Kindermall Hotlinks

When directing readers to the Agent’s External Website/app or a Agent’s dashboard website/app, it must be evident to a reasonable reader, from a combination of the link, and the surrounding context, that the link will be routing to the site of a Agent. Attempts to mislead web traffic into believing they are going to a Kindermall corporate site, when in fact, they land at a Agent’s External Website/app or a Agent’s dashboard website/app are not allowed. The determination as to what is misleading or what constitutes a reasonable reader will be at Kindermall’s sole discretion.

A Agent’s External Website/app may not link to any other site than a dashboard website/app. A Agent may place inbound links to his or her External Website/app, but sites from which the Agent links must not contain any violent, hateful, pornographic, or illegal content or any other content which may damage Kindermall’s reputation. Whether content is or may be damaging to Kindermall’s reputation shall be in the sole discretion of Kindermall.

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Online Classifieds

A Agent may use online classifieds to list, sell or retail specific Kindermall products or product bundles. A Agent may use online classifieds for prospecting, recruiting, sponsoring and informing the public about the Kindermall business. Within the online classified text, the Agent must identify himself or herself as a “Kindermall Independent Agent” and provide the content for the classified message to Kindermall in advance of use for prior approval. If a link or URL is provided, it must link to the Agent’s own dashboard website/app or the Agent’s External Website/app. The link or URL may not be linked to the dashboard of any other Agent.

Online Auction, Online Retailing and e-Commerce Website/apps

A Agent may not list or sell Kindermall products on online auction website/apps (such as eBay), online retail website/apps, or e-commerce website/apps (such as Lazada/Shopee). Nor may a Agent knowingly sell Kindermall products to a third party, or otherwise assist a third party, who sells Kindermall products on online auction website/apps, online retail website/apps, or e-commerce website/apps.


Banner Advertising

A Agent may place banner ads on a third-party website/app provided the Agent uses Kindermall-approved templates and images. All banner advertisements must link to the Agent’s dashboard website/app or the Agent’s External Website/app. A Agent may not use blind ads or web pages that make product or income claims that are ultimately associated with Kindermall products or the Kindermall business opportunity. Banner advertisements may not be placed on any website/app that contains any violent, hateful, pornographic, or illegal content or any other content which may damage Kindermall’s reputation. Whether content is or may be damaging to Kindermall’s reputation shall be in the sole discretion of Kindermall.

Spam Linking

Spam Linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, website/apps or other publicly accessible online discussion boards or forums. A Agent may not engage in spam linking. This includes blog spamming, blog comment spamming, and/or spamdexing. Any comments a Agent makes on blogs, forums, guest books, etc., must be unique, informative and relevant.

Digital Media Submission (YouTube, iTunes, PhotoBucket, etc.)

A Agent may upload or publish any Kindermall-related video, audio or photo content that the Agent develops and creates as long as it aligns with Kindermall values, contributes to the greater good of the Kindermall community, and is in compliance with these Policies. A Agent must clearly identify himself or herself as a “Kindermall Independent Agent” in each submission in the content itself and in the content description tag and the Agent must comply with all copyright and legal requirements.


Sponsored Links / Pay-Per-Click Ads

Sponsored links or pay-per-click ads are acceptable. The destination URL must be to either a Agent’s dashboard website/app or to a Agent’s External Website/app. The display URL must also be to either a Agent’s dashboard website/app or to a Agent’s External Website/app, and must not portray any URL that could lead the user to assume he or she is being led to a Kindermall corporate site, or be inappropriate or misleading in any way.


Social Media

Social Media may be used by a Agent to share information about Kindermall. However, a Agent who elects to use Social Media must adhere to these Policies in all respects.

Agents may offer to sell Kindermall products on Social Media sites. Profiles that a Agent generates in any social community where Kindermall is discussed or mentioned must clearly identify the Agent as a “Kindermall Independent Agent,” and when a Agent participates in those communities, he or she must avoid inappropriate conversations, comments, images, video, audio, applications, or any other adult, profane, discriminatory, or vulgar content. The determination of what is inappropriate is at Kindermall’s sole discretion, and the offending Agent will be subject to disciplinary action. Banner ads and images used on these sites must be current and must be approved in advance by Kindermall. If a link is provided, it must link to the posting Agent’s dashboard website/app or the Agent’s External Website/app.


Agent Is Responsible for Postings

A Agent is personally responsible for his or her postings and all other online activity that relates to Kindermall. Therefore, even if a Agent does not own or operate a blog or Social Media site, if a Agent posts to any such site that relates to Kindermall or which can be traced to Kindermall, the Agent is responsible for the posting. The Agent is also responsible for postings by others that appear on any blog or Social Media site that the Agent owns, operates, or controls.




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Identification as a “Kindermall Independent Agent”

A Agent must disclose his or her full name on all Social Media postings, and conspicuously identify himself or herself as a “Kindermall Independent Agent.” Anonymous postings or use of an alias are prohibited.

Sales and Recruitments from Social Media Sites

Online sales and/or Recruitments may only be generated from a Agent’s dashboard website/app or a Agent’s External Website/app.

Deceptive Postings

Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Kindermall business opportunity, Kindermall products, and/or a Agent’s biographical information and credentials.

Use of Third-Party Intellectual Property

If a Agent uses the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is the Agent’s responsibility to ensure that he or she has received the proper license to use such intellectual property and pay the appropriate license fee. All third-party intellectual property must be properly referenced as the property of the third-party, and the Agent must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.

Respecting Privacy

A Agent must always respect the privacy of others in postings. A Agent must not engage in gossip or advance rumors about any individual, company, or competitive products.

Professionalism

A Agent must ensure that his or her postings are truthful and accurate. This requires that the Agent fact-check all material posted online. The Agent should also carefully check postings for spelling, punctuation, and grammatical errors. Use of offensive language is prohibited.

Prohibited Postings

A Agent may not make any postings, or link to any postings or other material that are:

a) Sexually explicit, obscene, or pornographic;

b) Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);

c) Graphically violent, including any violent video game images;

d) Solicitous of any unlawful behavior;

e) Engaged in personal attacks on any individual, group, or entity;

f) In violation of any intellectual property rights of the Company or any third party.

Responding to Negative Posts

A Agent is prohibited from conversing with others who place a negative post against them, other Agents, or Kindermall. The Agent should report negative posts to Kindermall at admin@kindermall.com.my. Responding to such negative posts often simply fuels a discussion with people carrying a grudge who do not hold themselves to the same high standards as Kindermall, and therefore damages the reputation and goodwill of Kindermall.

Social Media Sites with Website/app-like Features

Because some Social Media sites are particularly robust, the distinction between a Social Media site and a website/app may not be clear-cut. Kindermall therefore reserves the sole and exclusive right to classify certain Social Media sites as website/apps and require that a Agent’s use, or desire to use, such sites adheres to the Policies relating to External Website/apps.

Promotion of Other Direct Selling Businesses Through Social Media

In addition to meeting all other requirements specified in these Policies, should a Agent utilize any form of Social Media, including but not limited to Facebook, Instagram, Twitter, LinkedIn, YouTube, or Pinterest, the Agent agrees to each of the following:

a) To generate sales and/or enroll a Agent, a Social Media site must link only to the Agent’s dashboard website/app or the Agent’s External Website/app.

b) Other than Pinterest and similar Social Media sites, any Social Media site that is directly or indirectly operated or controlled by a Agent that is used to discuss or promote Kindermall products or the Kindermall business opportunity may not link to any website/app, Social Media site, or site of any other nature, other than the Agent’s dashboard website/app or the Agent’s External Website/app.

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c) During the term of this Agreement and for a period of twelve (12) calendar months thereafter, a Agent may not use any Social Media site on which he or she discusses or promotes, or has discussed or promoted, the Kindermall business opportunity or Kindermall products to directly or indirectly solicit Kindermall Agents for another direct selling or network marketing program (collectively, “direct selling”). In furtherance of this provision, a Agent shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Agents relating to the Agent’s other direct selling business activities. Violation of this provision shall constitute a violation of the Non-Solicitation Policy in Section 3.18.

d) If a Agent creates a business profile page on any Social Media site that promotes or relates to Kindermall, its products, or opportunity, the business profile page must relate exclusively to the Agent’s Kindermall business and Kindermall products. If the Agent’s Kindermall business is cancelled for any reason, or if the Agent becomes inactive, the Agent must deactivate the business profile page.

3.3. Participation in Kindermall Corporate Marketing Efforts

Kindermall encourages Agent participation in the Company’s marketing efforts, and Agents may submit their marketing ideas to the Company. Likewise, Agents are encouraged to participate in all Company-sponsored telephone calls to interact and share ideas with Company leadership as well as other Agents. All submissions to the Company, including those coming by way of verbal participation in Company-sponsored telephone calls, become the property of Kindermall.

All Company-sponsored telephone calls and all other marketing materials are copyrighted material owned by Kindermall and are intended for Agents’ individual use. Any rebroadcast, reproduction, or distribution of this copyrighted material for purposes other than building a Kindermall business without the express written consent of Kindermall is prohibited.

3.4. Telemarketing Techniques

The Personal Data Protection Act 2010 (PDPA 2010) has appointed a Personal Data Protection Commissioner to regulate the processing of personal data in commercial transaction that restricts telemarketing practices. When processing personal data that was given consent by the data subject, Agents must take practical steps to protect the personal data from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction. Agents must adhere to the strict regulations in the PDPA 2010 that applies to direct marketing which includes telemarketing practices


Therefore, a Agent must not engage in telemarketing in the operation of his or her businesses. The term

“telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase

of a Kindermall product, or to recruit them for the Kindermall opportunity. “Cold calls” made to prospective Retail Customers or

Agents that promote either Kindermall products or the Kindermall business opportunity constitute telemarketing and are

prohibited. However, a telephone call(s) placed to a prospective Retail Customer or Agent (a “prospect”) is

permissible under the following situations:

a) If the Agent has an established business relationship with the prospect. An “established business relationship” is a relationship between a Agent and a prospect

based on the prospect’s purchase, rental, or lease of goods or services from the Agent, or a financial transaction between the prospect and the Agent, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product.

b) If the prospect has made a personal inquiry or application regarding a product offered by the Agent, within the three (3) months immediately preceding the date of such a call.

c) If the Agent receives written and signed permission from the prospect authorizing the Agent to call. The authorization must specify the telephone number(s) which the Agent is authorized to call.

d) A Agent may call family members, personal friends, and acquaintances. An

“acquaintance” is someone with whom a Agent has at least a recent first-hand relationship within the preceding three (3) months. Thus, if a Agent engages in calling “acquaintances,” he or she must make such calls on an occasional basis only and not make this a routine practice.

e) A Agent shall not use automatic telephone dialing systems or software relative to the operation of his or her Kindermall business.

f) A Agent shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding or relating to the

Kindermall products or the business opportunity.

3.5. Trademarks and Copyrights

The name of Kindermall and other names as may be adopted by Kindermall are proprietary trade names, trademarks, and service marks. As such, these marks are of great value to Kindermall and are supplied to Agents for their use, only in an expressly authorized manner. Agents must include the language noted below in any materials wherein they use



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Kindermall’s intellectual property in connection with marketing Kindermall products or the Kindermall business opportunity:

Agent’s Name

Kindermall Independent Agent

Agents may list themselves as a “Kindermall Independent Agent” in the white or yellow pages of the telephone directory under their own name. No Agent may place telephone directory display ads using Kindermall’s name or logo. Agents may not answer the telephone by saying “Kindermall”, “Kindermall Research”, or in any other manner that would lead the caller to believe that he or she has reached Kindermall’s Corporate Office. Without specific approval of Kindermall, Agents may not use “Kindermall”, “Kindermall Research”, or any other trademark owned by Company in any other manner in URLs that would lead a consumer to believe that the URL is a Kindermall website/app. Agents may not produce for sale, or any other purpose, any recorded Company events and speeches without written permission from Kindermall; nor may Agents reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.


In accordance with a Agent’s strict adherence to the foregoing instruction on the use of Kindermall trademarks, Kindermall grants to each Agent, so adhering, a nonexclusive license to use said marks. Said license may be revoked at any time at the discretion of Kindermall and will be automatically revoked upon a Agent’s Cancellation or termination.

3.6. Media and Media Inquiries

Agents must not attempt to respond to media inquiries regarding Kindermall, its products, or their independent Kindermall business. All inquiries by any type of media must be immediately referred to Kindermall’s Corporate Office.

3.7. Business Entities as Agents

When a Business Entity (corporation, partnership, limited liability company or trust) becomes a Agent, the Agent must submit a Business Entity Information Form along with the appropriate Entity Documents (certificate of incorporation, memorandum and articles of association, partnership agreement, operating agreement, trust documents or other required documents) to Kindermall. A Kindermall business may change its status under the same Sponsor from an individual to a partnership, corporation, limited liability company, or trust, or from one type of entity to another. To do so, the Agent must provide the Entity Documents to Kindermall. The Agent Application must be signed by all shareholders, partners, members or trustees. Shareholders, officers, partners, members, trustees and beneficiaries of the Business Entity are jointly and severally liable for any indebtedness or other obligation to Kindermall. The Entity Documents may be submitted to Kindermall through Kindermall’s Customer Service Department by mail or by email admin@kindermall.com.my


3.8. Changes to the Kindermall Business

A Agent must immediately notify Kindermall of all changes to the information contained on his or her Agent Agreement. Agents may modify their existing Agent Agreement by submitting a written request, a properly executed Agent Agreement, and appropriate supporting documentation. Changes to the Kindermall Business may be communicated to Kindermall through Kindermall’s Customer Service Department by phone or email at admin@kindermall.com.my.

3.9. Addition and Removal of Co-Applicants

When adding a co-applicant to an existing Kindermall business, the Company requires a written request as well as a properly completed Agent Agreement containing the applicant’s and co-applicant’s Malaysia NRIC# and signatures. When removing a co-applicant from an existing Kindermall business, the Company requires a written and notarized request from the co-applicant, as well as a properly completed Agent Agreement containing only the applicant’s Malaysia NRIC# and signature. Documents relating to adding or removing a co-applicant may be submitted to Kindermall through Kindermall’s Customer Service Department by mail, fax, or email at admin@kindermall.com.my. To prevent the circumvention

of the “Sale, Transfer, or Assignment of Kindermall Business” section (regarding transfers and assignments of Kindermall business), the original applicant must remain as a party to the Agent Agreement. If the original applicant wants to terminate his or her relationship with the Company, or if the applicant and co-applicant want to change places if they are from the same Family Unit, the applicant must transfer or assign his or her business in accordance with the “Sale, Transfer, or Assignment of Kindermall Business” section of these Policies. If this process is not followed, the business shall be cancelled upon the withdrawal of the original Agent. Please note that the modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in “Change of Sponsor” section of these Policies.


Kindermall may, at its discretion, require notarized documents before implementing any changes to a Kindermall business. Please allow thirty (30) days after the receipt of the request by Kindermall for processing.



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3.10. Management of Agentship

In the event a decision needs to be made regarding the management of a Agentship, and the Agentship is owned by a Business Entity or by more than one person or party, Kindermall will rely upon the following for purposes of managing the Agentship:

• If the Agentship is owned by any form of a Business Entity, Kindermall will rely upon the Entity Documents of the

Business Entity for management decisions of the Agentship. In the event the Entity Documents are not clear or if the decisions of those designated to make management decisions do not comprise a majority, Kindermall will defer management decisions to the individual noted as “Applicant” on the Agent Agreement.

• If the Agentship is owned by more than one individual, Kindermall will defer to the management decisions of the majority of the individuals. In the event that a majority of the individuals cannot reach agreement regarding the management of the Agentship, Kindermall will defer management decisions to the individual noted as “Applicant” on the Agent Agreement.

3.11. Change of Sponsor

The transfer of a Kindermall business from one Sponsor to another is rarely permitted. Requests for change of sponsorship must be submitted in writing to Kindermall’s Corporate Office and must include the reason for the transfer. Transfers are generally only considered in one of the following two (2) circumstances:

• Within ten (10) days of the Recruitment date, the Agent seeking to transfer submits a properly completed

“Recruiter and Sponsor Transfer Form (Within First Ten Days of Recruitment)” which includes the signature of the Agent seeking to transfer, the signature of the original Sponsor, and the signature of the original Recruiter.

• In cases involving fraudulent inducement or unethical sponsoring, a Agent may request that he or she be transferred to another organization with his or her entire Marketing Organization intact. All requests for transfer alleging fraudulent Recruitment practices shall be evaluated on a case by case basis and must be submitted to the Company in writing within sixty (60) days from the Recruitment date. The request must include a detailed description of why the Agent believes his or her Recruitment was fraudulently induced.

Waiver of Claims. In cases wherein the appropriate sponsorship change procedures have not been followed, and a Downline organization has been developed under a different Agent for any reason, Kindermall reserves the sole and exclusive right to determine the final disposition of the Downline organization. Resolving conflicts over the proper placement of a Downline that have developed under an organization that has improperly switched Sponsors is often extremely difficult. Therefore, THE AGENT WAIVES ANY AND ALL CLAIMS AGAINST Kindermall, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM Kindermall’S

DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.

3.12. Cancellation and Re-Application

A Agent with any rank, may change Marketing Organizations by voluntarily cancelling his or her Kindermall business in accordance with Section 10.4 of these Policies and remaining inactive (i.e., no purchases of Kindermall products for resale, no sales of Kindermall products, no sponsoring, no attendance at any

Kindermall functions, participation in any other form of Agent activity, or operation of any other Kindermall business) for six (6) full calendar months. Following the six-month period of inactivity, the former Agent may re-enroll under a new Sponsor.


Any change in sponsorship in accordance with this Policy at any rank is limited to one time in the Agent’s life. Kindermall will not accept a Agent Agreement for a Agent wishing to change sponsors beyond the first sponsor change made in accordance with this Policy.

3.13. Indemnification for Unauthorized Claims and Actions

A Agent is fully responsible for all of his or her verbal and/or written statements made regarding Kindermall products and the KM Rewards Plan which are not expressly contained in Official Kindermall Materials. Agents agree to indemnify Kindermall and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by Kindermall as a result of the Agent’s unauthorized representations or actions. This provision shall survive the Cancellation of a Agent’s Agent Agreement.

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3.14. Product Claims

No claims as to any products offered by Kindermall may be made except those contained in Official Kindermall Materials. In particular, no Agent may make any claim that Kindermall products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. No Agent may use photos or other representations of Kindermall products that make implied claims that Kindermall products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases.

3.15. Income Claims

In their enthusiasm to enroll prospective Agents, some Agents are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. These income claims or earnings representations may be in the form of lifestyle claims (including photos or other representations that include expensive homes, automobiles, vacations, and/or money). This is counterproductive because new Agents may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved.

At Kindermall, we firmly believe that the Kindermall income potential is great enough to be highly attractive, without reporting the earnings of others.

While Agents may believe it beneficial to provide copies of checks or bonus reports, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact Kindermall as well as the Agent making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because Agents may not have the data necessary to comply with the legal requirements for making income claims, a Agent, when presenting or discussing the Kindermall business opportunity or the KM Rewards Plan to a prospective Agent, may not make income projections or income claims or disclose his or her Kindermall income (including the showing of checks, bonus reports, copies of checks or bank statements). Agents are encouraged to review the Kindermall Income Disclosure Statement on kindermall.com.my.

3.16. Commercial Outlets

Kindermall strongly encourages the retailing and selling of its products through person to person contact. Therefore, Kindermall products may not be sold in department stores, chain or franchised retail outlets, mass merchandising outlets, or any retail location with two thousand (2,000) square feet or more of retail space. However, the Company recognizes that some Agents may find that selling products from small retail outlets may be beneficial. Agents must request written consent from the Company in order to sell Kindermall products in small, individually owned retail outlets, and Kindermall retains the discretion to restrict its products from being sold in any retail location which it does not deem acceptable.

3.17. Trade Shows, Expositions, and Other Sales Forums

Agents may display and/or sell Kindermall products at trade shows and professional expositions. Agents may not display and/or sell Kindermall products at swap meets, garage sales, flea markets or farmer’s markets without the prior written consent of the Company. Agents may not display and/or sell Kindermall products on internet auction sites (such as eBay), online retail website/apps, or e-commerce website/apps (such as Shopee/Lazada). Agents may sell Kindermall products on their External Website/app, but only in accordance with Policies 3.2 and 5.2.

3.18. Conflicts of Interest/Non-solicitation

Agents are free to participate in other multilevel or network marketing business ventures or marketing opportunities. However, during the term of this Agreement, and for a period of twelve (12) calendar months thereafter, Agents shall not recruit other Agents for any other multilevel or network marketing business. Because network marketing is often conducted over the telephone and via the Internet through networks of individuals spanning Malaysia and internationally, any narrow geographic limitation on the scope of this non-solicitation policy would render it ineffective. Therefore, this Policy shall apply to all countries where Kindermall is officially open for business. The term “recruit” means actual or attempted solicitation, Recruitment, encouragement, or effort to influence in any way, either directly, indirectly, or through a third party, a Agent to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.


Agents may not display Kindermall products with any other non-Kindermall products. If operating from a physical retail location or an External Website/app, Kindermall products must be displayed separately from non-Kindermall products. Agents may not offer the Kindermall business opportunity or products to prospective or existing Agents in conjunction with any non-Kindermall program, opportunity or product. Agents may not offer any non-Kindermall opportunity or products at any Kindermall-related meeting, seminar or convention.

3.19. Trade Secret Information

All Downline Activity Reports and the information contained therein, and genealogy and activity data and other information contained in a Agent’s dashboard website/app back office (Downline Activity Reports and data contained in a Agent’s dashboard website/app back office, shall be collectively referred to as “Downline Activity Reports”), are confidential and constitute proprietary business trade secrets information belonging to Kindermall. Downline Activity

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Reports are provided to Agents in strictest confidence and are made available to Agents for the sole purpose of assisting Agents in working with their respective Marketing Organizations in the development of their Kindermall business. Agents should use their Downline Activity Reports to manage, motivate, and train their Downline Agents. The Agent and Kindermall agree that, but for this agreement of confidentiality and nondisclosure, Kindermall will not provide Downline Activity Reports to a Agent. Accordingly, a Agent shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation, limited liability company, or other entity:

• Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;

• Use the information in any Downline Activity Report to compete with Kindermall;

• Use a terminated Agent’s information to re-enroll without the express consent of the terminated Agent;

• Use the information in a Downline Activity Report for any purpose other than promoting his or her Kindermall business;

• Use the information in any Downline Activity Report to recruit or solicit any Agent of Kindermall listed on any

Downline Activity Report for another network marketing program, or in any manner attempt to influence or induce any Agent of Kindermall, to alter their business relationship with Kindermall;

• Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any Downline Activity Report;

Upon demand by the Company, any current or former Agent will:

• Return or destroy the original and all copies of Downline Activity Reports to the Company;

• Permanently delete any database or electronic list of information derived from any Downline Activity Report;

• Permanently delete any database or list of information compiled or developed by the Agent relating to the contact information or sales activity of other Agents.

The provisions of this Policy shall survive the Cancellation of a Agent’s Agent Agreement with Kindermall.

3.20. Cross-Group Sponsoring

Actual or attempted Cross-Group Sponsoring is strictly prohibited. “Cross-Group Sponsoring” is defined as the Recruitment – direct, indirect, or otherwise – of an individual or entity that already has a current Agent Agreement on file with Kindermall, or who has had such an agreement within the preceding six (6) calendar months if Diamond rank or below, or twelve (12) calendar months if Presidential Diamond rank or above anywhere in the tree. The use of a spouse’s or relative’s name, trade names, “Doing Business As”, assumed names, corporations, limited liability companies, partnerships, trusts, Income Tax Numbers, fictitious identification numbers, or any other artifice to circumvent this Policy is prohibited. This Policy shall not prohibit the transfer of a Kindermall business in accordance with the “Sale, Transfer, or Assignment of Kindermall Business” section of these Policies.

3.21. Errors or Questions

If a Agent has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Agent must notify Kindermall within sixty (60) days of the date of the purported error or incident in question.

Kindermall will not be responsible for any errors, omissions, or problems not reported within sixty (60) days.


3.22. Excess Inventory Purchases Prohibited

Agents are not required to carry inventory of products or sales aids. Agents who carry reasonable levels

of products or sales aids may find making retail sales and building a Marketing Organization somewhat easier because of the decreased response time in fulfilling Retail Customer orders. Each Agent must make his or her own decision with regard to these matters. To ensure that Agents are not encumbered with excess inventory that they are unable to sell, such inventory may be returned to Kindermall upon the Agent’s Cancellation or termination pursuant to the “Return of Inventory and Sales Aids by Agents and Retail Customers” section of these Policies.

Kindermall prohibits the purchase of products in unreasonable amounts solely for the purpose of qualifying for commissions, bonuses or advancement in the KM Rewards Plan. Agents may not purchase more inventory than they can reasonably resell or consume in a month, nor may they encourage others to do so.

3.23. Right of Publicity

Agents authorize Kindermall to use their name, photograph, video and/or audio recording, personal story, testimonial, likeness, and/or any personal material in the Company’s advertising and/or promotional materials and waive all claims for remuneration for such use.

3.24 Governmental Approval or Endorsement

Although Kindermall must seek advance approval with the Malaysia government for its direct selling/network marketing company business and products, Agents shall not represent or imply that Kindermall, the KM Rewards Plan or products have been endorsed by any government agency.

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3.25. Income Tax

Every year, each Agent is responsible for paying income tax on any income generated as a Agent, according to Malaysia law.

3.26. Independent Agent Status

Agents are independent contractors, and are not purchasers of a franchise or a business opportunity. The Agreement between Kindermall and its Agents does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Agent. A Agent shall not be treated as an employee for his or her services or for personal income tax purposes. All Agents are responsible for paying income tax due from all compensation earned as a Agent of the Company. The Agent has no authority (express or implied), to bind the Company to any obligation. Each Agent shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Agent Agreement, these Policies, and applicable laws.


3.27. International Product Sales

Kindermall has worked with various government agencies to register Kindermall products in many countries around the world.

In order to protect its product registrations and abide by the import and product registration laws of each country

in which Kindermall does business, it is necessary that Kindermall limit the international distribution of its products. Therefore, if

a Agent wishes to sell Kindermall products or sales aids in any country where Kindermall has obtained product registrations,

the products that may be sold, given, transferred, imported, exported, or distributed must be limited to only those

products specifically registered in that country. The import of any other product for resale from outside that country is

prohibited.

Kindermall can, at its sole discretion, allow any product that is not actively registered in a specific country to be imported in that country on a strictly not for resale basis. When imported, these products may be purchased for a Agent’s personal use, but the products must not be resold.

3.28. Adherence to Laws and Ordinances

Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances are not applicable to Agents because of the nature of their businesses. However, Agents must obey those laws that do apply to them. If a city or county official tells a Agent that an ordinance applies to him or her, the Agent shall be polite and cooperative, and immediately send a copy of the ordinance to Kindermall’s Compliance Department by mail or email at admin@kindermall.com.my. In many cases, there are exceptions to the ordinance that apply to Agents.

3.29. Compliance with Laws and Ethical Standards

Agents shall comply with all federal, state, and local laws and regulations in the conduct of their businesses. In connection with the operation of a Agent’s business, the violation of any law or any conduct that is

unethical or, in Kindermall’s sole discretion, may tend to damage its reputation or goodwill, shall be grounds for disciplinary action.

3.30. One Kindermall Business per Agent

A Agent may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, member, shareholder, trustee, or beneficiary, in only one Kindermall business. No individual may have, operate or receive compensation from more than one Kindermall business. Individuals of the same Family Unit who are of legal contract age may each enter into or have an interest in their own separate Kindermall business, only if each subsequent family position is placed frontline to the first family member enrolled. A “Family Unit” is defined as spouses, domestic partners, and dependent children living at or doing business at the same address.

3.31. Actions of Family Unit Members or Affiliated Individuals

If any member of a Agent’s Family Unit engages in any activity which, if performed by the Agent named on the application, would violate any provision of the Agreement, such activity will be deemed a violation by the Agent and Kindermall may take disciplinary action pursuant to these Policies against the named Agent. Similarly, if any individual associated in any way with a corporation, partnership, limited liability company, trust, or other entity (collectively “Affiliated Individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and Kindermall may take disciplinary action jointly and severally, against the entity, and/or each shareholder, officer, partner, member, owner, and other members of their Family Unit.






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3.32. Re-packaging and Re-Labeling Prohibited

Agents may not re-package, re-label, refill, or alter the labels on any Kindermall products, information, materials, or programs in any way. Kindermall products must be sold in their original containers only. Such re-labeling or re-packaging would likely violate federal and state laws, which could result in severe criminal penalties. Agents should also be aware that civil liability can arise when, as a consequence of the re-packaging or re-labeling of products, the persons using the products suffer any type of injury or their property is damaged.

3.33. Roll-up of Marketing Organization

Upon Cancellation of a Agent, Kindermall may, at its discretion, move all individuals on the first Level of the cancelling Agent into the vacated position. The account of the terminated Agent may be maintained in the original place until such a time Kindermall believes all legal risk is eliminated.

3.34. Sale, Transfer, or Assignment of Kindermall Business

Although a Kindermall business is a privately owned, independently operated business, the sale, transfer, or assignment of

a Kindermall business is subject to certain limitations. Unless otherwise agreed to in writing, if a Agent wishes to sell his or her Kindermall business, the following criteria must be met:

• The Agent shall offer the Company the right of first refusal to purchase the business on the same terms as

it would be offered to any third party. If the Company purchases the business, it is up to the Company’s discretion whether to retain the business or allow a roll-up to occur.

• Protection of the existing Line of sponsorship must always be maintained so that the Kindermall business continues to be operated in that Line of sponsorship.

• A buyer or transferee must be qualified to be a Agent. If the buyer is an active Agent, he or she must first terminate his or her Kindermall business and remain inactive in accordance with Section 3.12 of the Policies before becoming eligible for a purchase, transfer, assignment, or acquisition of any interest in the Kindermall business.

• The selling Agent must submit a Sale, Transfer, or Assignment of Kindermall Business Form to Kindermall’s Customer

Service Department at admin@kindermall.com.my.

• Before the sale, transfer, or assignment can be finalized and approved by Kindermall, any debt obligations the selling

Agent has with Kindermall must be satisfied.

• The selling Agent must be in good standing, not in violation of any of the terms of the Agreement, and not under review by Kindermall’s Compliance Department in order to be eligible to sell, transfer, or assign a Kindermall business.

• Prior to offering a Kindermall business for sale, the selling Agent must notify Kindermall’s Corporate Office of his or her intent to sell the Kindermall business and receive the Company’s written approval, which shall not be unreasonably withheld.

• The sold, transferred, or assigned Agentship position will not retain recognition at the high rank obtained by the Agentship position. Kindermall reserves the right to rank the purchased, transferred, or assigned Agent position at any rank at Kindermall’s sole discretion.

• In the event that a qualification-based incentive trip has been earned by the selling, transferring, or assigning Agent position prior to the sale, transfer, or assignment of the Agentship, the purchaser, transferee, or assignee of the Agentship is ineligible to earn the qualification-based incentive trip for the same qualification level. Kindermall reserves the right to approve eligibility for all future incentive trips.

Kindermall reserves the right to determine the successor Agent’s recognition rank.

3.35. Separation of a Kindermall Business

Agents sometimes operate their Kindermall businesses as husband-wife partnerships, partnerships, corporations, limited liability companies, or trusts. At such time as a marriage ends in divorce, or a corporation, partnership, limited liability company, or trust (the latter four entities are collectively referred to in this paragraph as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the Line of sponsorship. If the separating parties fail to provide for the best interests of other Agents and the Company, Kindermall will involuntarily terminate the Agent Agreement and roll-up their entire Marketing Organization pursuant to the “Roll-up of Marketing Organization” section of these Policies. During the pendency of a divorce or entity dissolution, the parties must adopt one of the following methods of operation:

• One of the parties may, with written consent of the other(s), operate the Kindermall business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners, or trustees authorize Kindermall to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee; or

• The parties may continue to operate the Kindermall business jointly, whereupon all compensation paid by Kindermall will be paid in the joint names of the Agents or in the name of the entity to be divided as the parties may independently agree between themselves.


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If the parties elect neither of the foregoing, Kindermall will continue to pay commissions to the same individual(s) to whom commissions were paid prior to the filing of the divorce or dissolution proceeding.

Under no circumstances will the Marketing Organization of divorcing spouses or a dissolving business entity be divided. Similarly, only upon Kindermall approval will Kindermall split commissions and/or bonuses between divorcing spouses or members of dissolving entities. Kindermall will recognize only one Agent Agreement. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business within six (6) months following the divorce filing or institution of dissolution proceedings, the Agent Agreement may be involuntarily cancelled. If a former spouse has completely relinquished all rights in his or her original Kindermall business, he or she is thereafter free to enroll under any Sponsor of their choice and need not wait before re-enrolling. If a former entity affiliate has completely relinquished all rights in his or her original Kindermall business, he or she is thereafter free to enroll under any Sponsor of their choice and need not wait before re-enrolling.

In divorce and entity dissolution cases, the relinquishing party(s) shall have no rights to any Agents in their former Marketing Organization. They must develop the new business in the same manner as would any other new Agent.

3.36. Sponsoring

All Active Agents in good standing have the right to sponsor and enroll others into Kindermall. Each prospective Agent has the ultimate right to choose his or her own Sponsor. If multiple Agents claim to be the Sponsor of the same Agent, the Company shall regard the first Recruitment received by the Company as controlling.

3.37. Transfer Upon Death of a Agent

Upon the death of a Agent, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Agent should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Kindermall business is transferred by a will or other testamentary process, the executor of the estate must provide Kindermall with letters testamentary or other court-approved documents establishing the executor’s authority, and written instructions for the disposition of the business. Before the beneficiary may acquire the right to collect all bonuses and commissions of the deceased Agent’s Marketing Organization and operate the business, the beneficiary must:

• Execute and submit a Agent Agreement and other applicable Recruitment forms and documents. All commission payments will be issued to the individual or entity listed on the Agent Agreement;

• Provide an original death certificate and a notarized copy of the will or other instrument establishing the successor’s right to the Kindermall business; and

• Comply with terms and provisions of the Agreement.

Kindermall reserves the right to determine the successor Agent’s recognition rank.

3.38. Transfer Upon Incapacitation of a Agent

To request a transfer of a Kindermall business because of a Agent’s incapacity, the trustee must provide the following to Kindermall: (1) a copy of the court order appointing the individual as trustee for the incapacitated Agent’s business;

(2) written instructions from the trustee; and (3) a completed Agent Agreement executed by the trustee. The trustee must then:

• Operate the business in compliance with terms and provisions of the Agreement; and

• Meet all of the qualifications for the incapacitated Agent’s status in order to be paid at that rank. If the trustee fails to achieve the rank maintained by the Agent, the business will be paid at the rank at which it actually qualifies during each bonus period.

Kindermall reserves the right to determine the successor Agent’s recognition rank.
















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4. Responsibilities of Agents


4.1 Understanding the Kindermall Business Model

Kindermall is a direct-selling company. Kindermall products are sold by Agents to Retail Customers in one-on-one, interpersonal

transactions which provide time for explanation and guidance on Kindermall products. The role of a Agent who chooses to build a Kindermall business is to sell Kindermall products to Retail Customers and enroll Agents exclusively using a direct-selling model of distribution.

4.2. Change of Address or Telephone

To ensure timely delivery of products, support materials, and commissions, it is critically important that Kindermall’s records are current. Agents planning to move should provide Kindermall’s Corporate Office with their new address and telephone number. To guarantee proper delivery, two (2) weeks’ advance notice must be provided to Kindermall of all changes.


4.3. Continuing Development and Ongoing Training

Any Agent who is the Sponsor or Recruiter of another Agent is encouraged to perform a bona fide supervisory function to ensure that his or her Downline is properly operating his or her Kindermall business. Agents are encouraged to have ongoing contact, communication and supervision of the Agents in their Marketing Organization. Examples of such contact and supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, email, and the accompaniment of Downline Agents to Kindermall meetings, training sessions, and other functions. Upline Agents are also encouraged to motivate and train new Agents in Kindermall product knowledge, effective sales techniques, the KM Rewards Plan, and compliance with these Policies.


4.4. Increased Training Responsibilities

As Agents progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of Kindermall products and KM Rewards Plan. They may be called upon to share this knowledge with lesser experienced Agents within their Marketing Organization.

4.5. Ongoing Sales Responsibilities

Regardless of their level of achievement, Agents are encouraged to continue to personally promote product sales through the generation of new Retail Customers and Agents and through servicing their existing Retail Customers and Agents.

4.6. Non-Disparagement

Kindermall wants to provide its Agents with superior products, a superior compensation plan and service in the industry. Accordingly, Kindermall values constructive criticisms and comments from Agents. All such comments should be submitted in writing to Kindermall’s Customer Service Department at admin@kindermall.com.my. While Kindermall welcomes constructive input, negative comments and remarks made by Agents about the Company, its products, or compensation plan serve no purpose other than to sour the enthusiasm of other Agents. For this reason, and to set the proper example for their Downline organization, Agents must not disparage, demean, or make negative remarks about Kindermall, other Agents, Kindermall products, the KM Rewards Plan, or Kindermall directors, officers, or employees.


4.7. Providing Documentation to Applicants

Agents should provide the most current version of these Policies and the KM Rewards Plan to individuals whom they are sponsoring to become Agents before the applicant signs a Agent Agreement. Additional copies of these Policies can be acquired from Kindermall and at malaysia.kindermall.com.my.

4.8. Reporting Policy Violations

Agents observing a violation of these Policies by another Agent should submit a written report of the violation directly to the attention of Kindermall’s Compliance Department by mail or email at admin@kindermall.com.my. Details of the incident such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.






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5. Sales Requirements



5.1. Product Sales

The KM Rewards Plan is based upon the sale of Kindermall products to Retail Customers and Agents. Agents must fulfill Kinder Point sales requirements as outlined in the KM Rewards Plan (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions, and advancement to higher levels of achievement.

5.2. No Price or Territory Restrictions

With regard to selling Kindermall products, there are no exclusive territories granted to anyone, and no franchise fee are required. In person-to-person transactions and on their dashboard website/app, Agents are not required to sell Kindermall products at the Retail Price but may sell Kindermall products at any price equal to or greater than Kindermall’s Wholesale Price. However, Agents who wish to sell Kindermall products on their External Website/app are required to sell Kindermall products at the Retail Price (unless their External Website/app links directly to the Agent’s own dashboard website/app), submit an executed External Website/app Sales Agreement to Kindermall’s Compliance Department at admin@kindermall.com.my, and receive Kindermall’s approval. Agents may not sell product packs comprise of more than one product on their External Website/app.

To circumvent this Policy, a Agent is prohibited from enlisting, assisting, or knowingly allowing a non-Kindermall Agent third party to facilitate selling Kindermall products on any External Website/app, internet auction website/app (such as eBay), online store, e-commerce website/app or third-party sales forum (such as Amazon). Agents are encouraged to facilitate their product sales through their dashboard website/app, and such sales will be automatically priced at Kindermall’s Wholesale Price.

5.3. Sales Receipts

If a Agent sells any Kindermall product from his or her inventory or on his or her External Website/app, he or she should give the Retail Customer a copy of a Kindermall retail sales receipt at the time of the sale and explain the Retail Customer’s right to cancel the transaction as set forth on the sales receipt. Agents must maintain all retail sales receipts for a period of two (2) years and furnish them to Kindermall at the Company’s request. Records documenting the purchases of Agents’ Retail Customers who purchase directly from Kindermall will be maintained by Kindermall.
















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6. Bonuses and Commissions


6.1. Bonus and Commission Qualification

A Agent must be active and in compliance with the

Agreement to qualify for bonuses and commissions.

So long as a Agent complies with the terms of the

Agreement, Kindermall shall pay commissions to such

Agent in accordance with the KM Rewards Plan.

6.2. Adjustment to Bonuses and Commissions for Returned Products

Agents receive bonuses and commissions based on the actual sales of products to Retail Customers and Agents. When a product is returned to Kindermall for a refund or is repurchased by the Company, the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted, in the month in which the refund is given or will be withheld from any bonus, commission, or other amount owed by the Company. Deductions will continue every bonus period thereafter until the commission is recovered from the Agents who received bonuses and commissions on the sales of the refunded goods.


6.3. Unclaimed Commissions and Credits

With regard to unclaimed commissions and credits for terminated Agents, the Company adheres to escheat laws of each state, which may include a transaction fee in favor of Kindermall.







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7. Return of Inventory and Sales Aids by Agents and Retail Customers


The Agent shall be given not less than ten (10) working days from the date of recruitment to cancel the Agentship. Upon cancellation, the Agent shall be refunded all payment as specified in the agreement.

Upon cancellation of a Agent’s Agent Agreement, the Agent

may return inventory and sales aids purchased within six (6) months prior to the date of cancellation for a refund. A Agent may only return products and sales aids purchased by him or her that are in resalable or marketable condition. Upon receipt of the products and sales aids, the Agent will be reimbursed at a price not less than ninety per centum of the amount paid. If the purchases were made through credit card, the refund will be credited back to the said credit card. The Company shall deduct from the reimbursement paid to the Agent any commissions, bonuses, rebates or other incentives received by the Agent which were associated with the merchandise that is returned.

At the request of the Agent or Retail Customer, the Company shall buy back any marketable goods sold to the Agent or Retail Customer within the previous six (6) months at a price not less than ninety per centum of the amount paid.


If a Retail Customer purchased a product from a Agent, the Retail Customer must return the product to that Agent for a refund, replacement or exchange. If a Retail Customer purchased the product directly from the Company, the product should be returned directly to the Company.

If the Retail Customer returns a product to the Agent from whom it was purchased, the Agent may return it to the Company for a refund, replacement or exchange (the Agent returning the product is responsible for all shipping charges).


Products and sales aids are deemed “resalable” or “marketable condition” if each of the following elements are satisfied:

(1) they are unopened and unused; (2) the products’ packaging and labeling have not been altered or damaged; (3) the products bear a current label; (4) products have not exceeded their expiration date; (5) products have not been discontinued; and (6) products are returned to Kindermall within six (6) months from the date of purchase.










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8. Dispute Resolution and Disciplinary Proceedings

8.1. Disciplinary Sanctions

Violation of the Agreement, these Policies, or any illegal, fraudulent, deceptive, or unethical business conduct by a Agent may result,

at Kindermall’s discretion, in one or more of the following corrective measures:

• Issuance of a written warning or admonition.

• Requiring the Agent to take immediate corrective measures.

• Loss of privileges, included but not limited to loss of dashboard website/app privileges.

• Loss of one or more bonuses and commissions.

• Withholding from a Agent all or part of the Agent’s bonuses and commissions during the period that

Kindermall is investigating any conduct allegedly violating the Agreement. If a Agent’s business is cancelled for disciplinary reasons, the Agent will not be entitled to recover any commissions withheld during the investigation period.

• Loss of recognition, including but not limited to, in Kindermall Official Materials and events, special awards and incentive trips.

• Suspension of the Agent’s Agent Agreement for one or more bonus periods.

• Involuntary Cancellation of the offending Agent’s Agent Agreement.

• Any other measure expressly allowed within any provision of the Agreement or which Kindermall deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Agent’s Policy violation or contractual breach.

In situations deemed appropriate by Kindermall, the Company may institute legal proceedings for monetary and/or equitable relief.

8.2. Grievances and Complaints

When a Agent has a grievance or complaint with another Agent regarding any practice or conduct in relationship to their respective Kindermall businesses, the complaining Agent should report the situation in writing to Kindermall’s Compliance Department by mail or by email at admin@kindermall.com.my.

8.3. Appeals of Sanctions

Following the issuance of a sanction (other than a suspension pending an investigation), the disciplined Agent may appeal the sanction to the Company. The Agent’s appeal must be in writing and received by Kindermall’s Compliance Department within fifteen (15) days from the date of Kindermall’s sanction notice. If the appeal is not received by Kindermall within the fifteen (15) day period, the sanction will be final. The Agent must submit all supporting documentation with his or her appeal correspondence and specify in full detail the reasons why he or she believes the Company’s initial determination was erroneous. If the Agent files a timely appeal of the sanction, the Company will review and reconsider the Cancellation, consider any other appropriate action and notify the Agent in writing of its decision.


8.4. Dispute Resolution/Arbitration

Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled, insofar as it is possible, by mutual consultation and consent. If the parties should be unable to reach mutual consent within thirty

(30) days after the notice by any party of dispute the question shall be settled by arbitration in accordance with UNCITRAL Arbitration Rules by an arbitrator to be

appointed by the Director of the Kuala Lumpur Regional Centre for Arbitration within (30) days after the expiry of the aforesaid period. The place of arbitration shall be in Kuala Lumpur or Singapore – if a neutral venue is preferred.

Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitration be final and binding on the parties and may be enforced by any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Nothing in the Agreement shall prevent Kindermall from applying to and obtaining from any court having jurisdiction a writ of summons, an interim injunction, interlocutory injunction, permanent injunction or other relief available to safeguard and protect Kindermall’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendering of a decision or award in connection with any arbitration or other proceeding.




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Damage Limitation

In any action arising from or relating to this Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary or punitive damages.

Liquidated Damages

In any case which arises from or relates to the wrongful termination of Agent’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of a Agent’s Agreement and/or loss of their independent business held to be pursuant to a breach of contract or otherwise wrongful termination under any theory of law, Agent’s maximum sole remedy shall be liquidated damages calculated as follows:


• For Agents at the “Paid As” rank, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to the KM Rewards Plan in the twelve (12) months immediately preceding the termination.


Gross compensation shall include commissions and bonuses earned by the Agent pursuant to the KM Rewards Plan as well as retail profits earned by Agent for the sale of Kindermall products. However, retail profits must be substantiated by providing the Company with true and accurate copies of fully and properly completed sales receipts provided by Agent to Retail Customers at the time of the sale.

The parties agree that the foregoing liquidated damage schedule is fair and reasonable.

A Agent’s “Paid As” rank is the rank or title at which they actually qualified to earn compensation under the KM Rewards Plan during a bonus period. For purposes of this Policy, the relevant bonus period to determine a Agent’s “Paid As” rank is the bonus period one month prior to the month the Agent’s business is placed on suspension or terminated, whichever occurs first. The “Paid As” rank differs from the “High Rank,” which is the highest rank that a Agent has ever achieved under the KM Rewards Plan.

8.5. Governing Law, Jurisdiction, and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Malaysia. The laws of Malaysia shall govern all other matters relating to or arising from the Agreement.




















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9. Ordering


9.1. Purchasing Kindermall Products

Each Agent should purchase his or her products directly from Kindermall. If a Agent purchases products from another Agent or any other source, the purchasing Agent may not receive the Kindermall Point associated with that purchase.

9.2. General Order Policies

On orders with invalid or incorrect payment or other general issues, Kindermall will attempt to contact the Agent. If these attempts are unsuccessful after five (5) business days, the order will be cancelled.

9.3. Shipping Policy

Kindermall will normally ship products within three (3) business day from the date on which it receives an order, upon successful payment. Kindermall will expeditiously ship any part of an order currently in stock.

9.4. Confirmation of Order

A Agent and/or recipient of an order must confirm that the product received matches the product listed on the shipping invoice, and is free of damage. Failure to notify Kindermall of any shipping discrepancy or damage within thirty (30) days of shipment will cancel a Agent’s right to request a correction.

9.5. Payment and Shipping Deposits

No monies should be paid to or accepted by a Agent for a sale except at the time of product delivery. Agents should not accept monies to be held for deposit in anticipation of future deliveries.

9.6. Restrictions on Third-Party Use of Credit Cards and Bank Account

Agents shall not use unauthorized credit cards to enroll Agents or to make purchases from the Company; likewise, Agents shall not permit other Agents or Retail Customers to use their credit cards or permit debits to their bank accounts to enroll or to make purchases from the Company.











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10. Inactivity and Cancellation


10.1. Effect of Cancellation and Termination

So long as a Agent remains active and complies with the terms of the Agent Agreement and these Policies, Kindermall shall pay commissions to such Agent in accordance with the KM Rewards Plan.

Agent’s bonuses and commissions constitute the entire consideration for the Agent’s efforts in generating product sales and all activities related to generating product sales (including, but not limited to, building a Marketing Organization). Following a Agent’s non-continuation of his or her Agent Agreement, cancellation for inactivity, or voluntary or involuntary cancellation (termination) of his or her Agent Agreement (all of these methods are collectively referred to as “Cancellation”), the former Agent shall have no right, title, claim, or interest to the Downline Marketing Organization which he or she operated, or any commission or bonus from the product sales generated by the Marketing Organization. Agents waive any and all rights, including, but not limited to, property rights, in the Marketing Organization which they may have had. Following a Agent’s Cancellation of his or her Agent Agreement, the former Agent shall not hold him or herself out as a Kindermall Agent and shall not have the right to sell Kindermall products. A Agent whose Agent Agreement is cancelled shall receive commissions and bonuses only for the last full bonus period he or she worked and qualified prior to Cancellation (less any amounts withheld during an investigation preceding an involuntary Cancellation).


10.2. Cancellation Due to Inactivity

Agents who produce less than the required Kinder Point (or “KP”) as outlined in the KM Rewards Plan for any bonus period will not receive a commission for the sales generated through their Marketing Organization for that bonus period. If a Agent has not generated any Kinder Point for a period of six (6) consecutive calendar months (and thus becomes “inactive”), his or her Agent Agreement shall be cancelled for inactivity following the last day of the sixth (6th) month of inactivity. Written confirmation of the Cancellation will not be provided by Kindermall.

10.3. Involuntary Cancellation (Termination)

A Agent’s violation of any of the terms of the Agreement, including any amendments that may be made by Kindermall in its sole discretion, may result in disciplinary actions being taken against the Agent at Kindermall’s discretion. Such disciplinary actions may include, but are not limited to, the involuntary Cancellation of the offending Agent’s Kindermall Agreement and business. If the Agent’s Kindermall Agreement and business is cancelled, the Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, addressed to the Agent’s last known address or that of his or her attorney, emailed to the Agent’s email address on file with the Company, or when the Agent receives actual notice of Cancellation, whichever occurs first. Kindermall reserves the right to withhold and/or permanently retain funds and prevent any roll-up depending on the individual circumstances surrounding each case.


10.4. Voluntary Cancellation

A Agent has a right to cancel at any time for any reason. Cancellation must be submitted in writing by mail, facsimile, or email to the Company at its principal business address. The written notice must include the Agent’s signature, printed name, address, and

Kindermall Identification Number. If a Agent wishes to re-enroll, such re-Recruitment must be in accordance with Section 3.12 of these Policies.



















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Glossary of Terms








Term Definition

The term “Kindermall” as it is used throughout the Agreement
Kindermall means Kindermall International
Sdn. Bhd. (also referred to as the “Company.”).

Kindermall Identification A unique number given to Kindermall Agents used by the
Number Company to
(or Kindermall ID#) identify them.

Kindermall Income Kindermall’s income disclosure statement that is updated
Disclosure Statement annually, located at
www.kindermall.com.my

A Agent who makes a minimum product or marketing material purchase
Strong & Active Sales Agent (SASA) from Kindermall, in certain period of time.



The contract between the Company and each Agent, which
Agreement includes the
Agent Application and Agreement, the Kindermall Policies
and Procedures, and
the KM Rewards Plan, all in their current form and as
amended by Kindermall in its
sole discretion. These documents are collectively referred to
as the
“Agreement.”

A corporation, partnership, limited liability company, or trust
Business Entity that is enrolled as
a Agent.


A Agent’s non-continuation of his or her Agent Agreement for
Cancellation one
of the following reasons: (1) cancellation due to inactivity; (2)
voluntary
cancellation; or (3) involuntary cancellation (termination).

The term “Company” as it is used throughout the Agreement
Company means Kindermall
International Sdn. Bhd. (also referred to as “Kindermall”).


The Recruitment – direct, indirect, or otherwise – of an
Cross-Group Sponsoring individual or entity that
already has a current Agent Agreement on file with
Kindermall, or who has had
such an agreement within the preceding six (6) calendar
months (if Diamond
rank or below), or twelve (12) calendar months (if Presidential
Diamond rank
or above).

Customer Service The department within Kindermall that assists Agents with all
Department of their Kindermall
purchases and business needs. The Customer Service
Department can be
reached via WhatsApp/Telegram at 0133609800 , by email at
admin@kindermall.com.my, or in Telegram support group


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Independent contractor, who is not the purchaser of a
Agent franchise or a business
opportunity. The Agreement between Kindermall and its
Agents does not
create an employer/employee relationship, agency,
partnership, or joint
venture between the Company and the Agent. A Agent shall
not
be treated as an employee for his or her services or for
personal
purposes. All Agents are responsible for paying income tax
due from all
compensation earned as a Agent of the Company. The Agent
has
no authority (express or implied), to bind the Company to any
obligation.
Each Agent shall establish his or her own goals, hours and
methods of
sale, so long as he or she complies with the terms of the
Agent
Agreement, these Policies, and applicable laws.

Agent Agreement The Agent Application and Agreement.

Downline The Agents in a particular Agent’s Marketing Organization.

A report with information generated by Kindermall that provide
Downline Activity Report critical data
relating to the management of a Agent’s Kindermall business,
the identities
of Agents, product sales information and Recruitment activity
of each
Agent’s Marketing Organization. Downline Activity Reports
include the
data contained in a Agent’s dashboard. The
information is
confidential and constitutes proprietary business trade secret
information
belonging to Kindermall.

A Agent who personally recruits another Agent and places the
Recruiter new
Agent in his or her Downline. The Recruiter of a new Agent
may also
be the new Agent’s Sponsor.









The certificate of incorporation, memorandum and articles of
Entity Documents association,
partnership agreement, operating agreement, trust

documents, or other related
documents of a Business Entity.

A Agent’s own personal website/app, or other web presence
External Website/app that is used for
a Agent’s Kindermall business, but which is not hosted on
Kindermall’s servers
and has no official affiliation with Kindermall. In addition to
traditional website/apps, a
blog or website/app developed on a blogging platform, that
promotes Kindermall
products and/or the Kindermall opportunity is considered an
External Website/app.







Spouses, domestic partners, and dependent children living at
Family Unit or doing business
at the same address.

The layers of Downline Agents in a particular Agent’s
Level Marketing
Organization. This term refers to the relationship of a Agent
relative to
a particular upline Agent, determined by the number of
Agents
between them who are related by sponsorship. For example,
if A sponsors B,
who sponsors C, who sponsors D, who sponsors E, then E is
on A’s fourth
Level.

Every commissionable Kindermall product is assigned a point
Kindermall Point value. Agent
commissions are based on the total point value of products
sold by each
Agent and his or her Marketing Organization. Starter Kits and
sales
aids have no Kinder Point value.

KM Rewards Plan Kindermall’s compensation plan for Agents.



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A part of a Agent’s Downline that starts with someone
Line sponsored by that
Agent and continues below that sponsorship.

Marketing Organization Agents enrolled below a particular Agent.

The complimentary dashboard offered by
dashboard Kindermall. A Agent must
login to Kindermall’s website. Initially, the Agent’s default
URL will be
“www.kindermall.com.my/sasa/ref/agentnumber”






Literature, audio or video recordings, and other materials
Official Kindermall Materials developed, printed,
published and/or distributed by Kindermall to Agents.

Policies These Policies and Procedures.

Kinder Point is the total Kindermall Point (KP) of a Agent for
Kinder Point product
purchases that: (a) the Agent purchases to consume or sell
(also known as “KP”) for a retail
profit; and (b) the Agent’s Retail Customers purchase on the
Agent’s dashboard or directly on the Agent’s account.

Kindermall Product Price List for Agents and Retail Customers
Product Price List who purchase
directly from Kindermall (as published and modified from time
to time). Located at
www.kindermall.com.my and
in printed form.

With regard to Kindermall products and sales aids, a product
Resalable is Resalable if each
of the following six elements are satisfied : (1) the product is
unopened and
unused; (2) the product packaging and labeling have not been
altered or
damaged; (3) the product bears a current label; (4) the
product has not
exceeded its expiration date; (5) the product has not been
discontinued; and
(6) the product is returned to Kindermall within six (6) months
from the date of
purchase.

A Retail Customer purchases products from Kindermall or
Retail Customer Agents at the Retail
Price. A Retail Customer does not have a Sponsor or
Recruiter and does not
have a Kindermall identification number.


The recommended retail price designated in the Kindermall
Retail Price Product Price List
(as published and modified from time to time).

Sale, Transfer, or The form used to transfer a Agentship from one individual to
Assignment of another
individual (or from one entity to another entity). This form is
Kindermall Business Form upon request via admin@kindermall.com.my



Any type of online media that invites, expedites, or permits
Social Media conversation,
comment, rating, and/or user generated content, as opposed
to traditional
media, which delivers content but does not allow
readers/viewers/listeners
to participate in the creation or development of content, to
rate, comment, or
respond to content. Examples of Social Media include, but are
not limited to,
blogs, Facebook, Instagram, Twitter, LinkedIn, Pinterest, and
YouTube.

The Agent who is another Agent’s direct upline. The Sponsor
Sponsor of a
new Agent may also be the new Agent’s Recruiter.

A product to familiarize new Agents with Kindermall products,
Starter Kit sales
techniques, sales aids, and other matters.

The amount charged for Kindermall products for Agents who
Wholesale Price purchase directly
from the Company as designated in the Kindermall Product
Price List (as published
and modified from time to time). The Wholesale Price is a
5%-40% discount from
the Retail Price.

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Kindermall International Sdn Bhd

Reg. No.











AJL No.


(address)

Customer Service Careline:






























V11.220720MY ©2020 Kindermall International Sdn. Bhd. 28