"XANGO AU/NZ 2010 CASH UP PROMOTION" TERMS AND ...

"XANGO AU/NZ 2010 CASH UP PROMOTION" TERMS AND CONDTIONSThese Terms and Conditions (hereinafter “Terms and Conditions” and/or “Agreement”)govern the XanGo AU/NZ 2010 Cash Up Promotion (hereinafter the “Promotion”). ThePromotion is administered by XanGo, LLC, a Utah limited liability company (“XanGo”).Participation in the Promotion subjects the participant to the terms and conditions hereof.I. ELIGIBILITY.The Promotion is open to all XanGo distributors in good standing (hereinafter"Participating Distributor") in Australia, and New Zealand. By participating in thePromotion, the Participating Distributor fully and unconditionally agrees to accept theTerms and Conditions contained herein, which are final and binding. VOID WHEREPROHIBITED.II. Promotion TERM.The Promotion commences on August 1, 2010 and continues through October 31, 2010(may be hereinafter referred to as the "Term.") The Promotion is not a part of the XanGocompensation plan, but a limited time promotion as outlined herein.III. REWARDS AND HOW TO PARTICIPATEParticipating Distributors, who qualify under the terms herein, are eligible to participatein the Promotion which entitles them to the following Reward(s) (the “Reward(s)”) basedon their personal sponsorship of new distributors on ADP and with an initial order of atleast 100PV during the Term (as these terms are defined in XanGo’s Policies andProcedures (“Policies and Procedures”) and provided herein) as follows:REWARD(S):EACH TIME PARTICIPATING$35 AUD/45 NZD Cash Bonus**DISTRIBUTOR PERSONALLY SPONSORSTHREE (3) NEW DISTRIBUTORS ON 100PVOR MORE ADP PLUS AN INITIAL ORDEROF 100PV OR MORE DURING ONECALENDAR MONTH*EACH TIME PARTICIPATING$50 AUD/60 NZD Cash Bonus**DISTRIBUTOR PERSONALLY SPONSORSFOUR (4) NEW DISTRIBUTORS ON 100pvOR MORE ADP PLUS AN INITIAL ORDEROF 100PV OR MORE DURING ONECALENDAR MONTH*EACH TIME PARTICIPATING$100 AUD/125 NZD Cash Bonus**DISTRIBUTOR PERSONALLY SPONSORSFIVE (5) NEW DISTRIBUTORS ON 100PVOR MORE ADP PLUS AN INITIAL ORDEROF 100PV OR MORE DURING ONECALENDAR MONTH**Calendar month refers to each calendar month i.e. August, September, October, etc.

**Cash will be paid in the Participating Distributor’s unilevel bonus check(s) after theconclusion of the PromotionHOW TO PARTICIPATE:a. During the Term each time a Participating Distributor personally sponsors three (3),four (4), five (5) or more new distributors during a calendar month who enroll in ADPand make an initial order of at least 100 PV he/she will earn the respective cash bonusReward above.b. If an order or PV product upon which a Participating Distributor used to earn a Rewardhereunder is cancelled or returned, any Reward earned or received will be rescinded and,if previously received, must be returned by the Participating Distributor and XanGo maydeduct the amount of any such Reward from the Participating Distributor’s unilevelbonus check(s).c. The terms ADP, PV, distributor, personally sponsored, unilevel bonus, and anyundefined terms herein shall be understood and construed as set-forth and used inXanGo’s current Policies and Procedures and compensation plan.d. A Participating Distributor may qualify/earn only one Reward per calendar monthduring the Promotion and the maximum cash bonus/Reward that can be earned eachcalendar month by a Participating Distributor is $100 AUD/125 NZD.e. XanGo reserves the right to withhold or deny any or all Rewards based uponParticipating Distributor's non-compliance with XanGo Policies and Procedures.f. The Promotion’s end date is October 31, 2010.g. At anytime XanGo retains the right to disqualify a Participating Distributor for whatXanGo views as disreputable or adverse behavior.h. Rewards may only be achieved through the sales/purchases of XanGo products asoutlined in the compensation plan and in XanGo’s Policies and Procedures and not forrecruitment of distributors.IV. PROGRAM TERMINATIONXanGo may terminate the Promotion at any time with or without notice.V. SUBJECT TO THE XANGO POLICIES AND PROCEDURES ANDDISTRIBUTOR APPLICATION AND ADP TERMS AND CONDITIONSThe Participating Distributor is subject to XanGo's Policies and Procedures and is alsosubject to the Distributor Application and ADP terms and conditions.VI. RELEASE AND LIMITATIONS OF LIABILITYBY PARTICIPATING IN THE PROMOTION, PARTICIPATING DISTRIBUTORSAGREE TO RELEASE AND HOLD HARMLESS XANGOAND ITS OFFICERS,DIRECTORS, EMPLOYEES, AFFLIATED COMPANIES AND AGENTS(COLLECTIVELY THE “RELEASED PARTIES”) FROM AND AGAINST ANYCLAIM OR CAUSE OF ACTION ARISING OUT OF PARTICIPATION IN THEPROMOTION: A) UNAUTHORIZED HUMAN INTERVENTION IN THEPROMOTION; B) TECHNICAL ERRORS RELATED TO COMPUTERS, SERVERS,PROVIDERS OR TELEPHONE OR NETWORK LINES; C) PRINTING ERRORS; D)ERRORS IN THE ADMINISTRATION OF THE PROMOTION; E) INJURY ORDAMAGE TO PERSONS OR PROPERTY WHICH MAY BE CAUSED, DIRECTLY

OR INDIRECTLY, IN WHOLE OR IN PART, FROM DISTRIBUTOR’SPARTICIPATION IN THE PROMOTION. PARTICIAPTING DISTRIBUTORFURTHER AGREES THAT IN ANY CAUSE OF ACTION, THE RELEASEDPARTIES’ LIABILITY SHALL BE LIMITED TO THE COST OF PARTICIPATINGIN THE PROMOTION, AND IN NO EVENT SHALL THE RELEASED PARTIES BELIABLE FOR ATTORNEYS FEES AND PARTICIPATING DISTRIBUTOR WAIVESTHE RIGHT TO CLAIM ANY FURTHER DAMAGES, INCLUDING, BUT NOTLIMITED TO, PUNITIVE, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES.VII. GOVERNING LAWExcept where prohibited, Participating Distributor, agrees that any and all disputes,claims and causes of action arising out of or connected with the Promotion shall beresolved under the laws of the State of Utah, without respect to any conflict of law issuesand Distributor agrees that such shall be resolved individually, without resort to any formof class action, and with exclusive jurisdiction in the State of Utah.VIII. BINDING ARBITRATIONAny controversy or claim arising out of or relating to these Terms and Conditions or thePromotion shall be settled by the arbitration of one (1) arbitrator which shall beadministered by the American Arbitration Association subject to the Utah Rules of CivilProcedure and under the American Arbitration Association Commercial ArbitrationRules where they do not conflict with the Utah Rules of Civil Procedure, and judgmenton the award rendered by the arbitrator may be rendered in any court having jurisdictionthereof. Any such controversy or claim shall be arbitrated on an individual basis andshall not be consolidated with any claim or controversy of any other party. The foregoingshall not preclude XanGo from seeking any injunctive relief in State or Federal courts inUtah for protection of their intellectual property rights.IX. CHANGES TO THIS AGREEMENTXanGo may change the terms of these Terms and Conditions at any time by notifyingParticipating Distributor of such change in writing on the designated website where theseTerms and Conditions are posted. Any change shall take effect immediately from thedate of XanGo’s posting of the change on said website.