PART A — GENERAL PROVISIONS
1. Preamble
1.1 This Code of Conduct ("Code") forms an integral part of the legal agreement ("IBC Agreement") between Yes Global Marketing Sdn Bhd ("Company") and the Independent Business Consultant ("IBC").
1.2 The Company and the IBC are each referred to as a "Party" and collectively as the "Parties".
1.3 IBCs are legally bound to comply with this Code as a condition of their IBC Agreement. Violation of this Code may result in disciplinary action, including termination.
1.4 "Clauses" refers to the provisions within this Code. "Schedules" refers to the supporting documents attached to this Code, which form part of it.
1.5 In the event of any conflict between this Code and any other communication from the Company, this Code shall prevail unless expressly stated otherwise by the Company in writing.
2. Definitions
"Company" means Yes Global Marketing Sdn Bhd or its authorized affiliate entity in the relevant Territory.
"Company Trademarks" means the name "Yes Global", the Yes Global logo, and all associated design marks, trade names, service marks, slogans, domain names, color schemes, packaging designs, labeling styles, signage, communication materials, and any other distinctive features designated by the Company that identify or characterize the Company, its products, services, or activities.
"e-Wallet" means the electronic money account maintained by the Company for each IBC within the Yes Global system, used to hold commissions, bonuses, and other credits.
"IBC Agreement" means the IBC Application Form together with this Code, the Marketing Plan, and all other documents that collectively form the contractual relationship between the IBC and the Company.
"Independent Business" means the business operated by an IBC under and in accordance with the IBC Agreement.
"Independent Business Consultant" or "IBC" means an individual who meets the eligibility requirements under Clause 3 and whose application has been accepted by the Company.
"Intellectual Property Rights" means all Company Trademarks, patents, copyrights, database rights, rights in know-how, trade secrets, moral rights, and all other intellectual property rights in any country, whether registered or unregistered, including all applications for registration, that relate to the Company's products, services, materials, systems, or documentation.
"Laws" means all applicable national, state, municipal, and local legislation, regulations, by-laws, codes, directives, and all licenses, consents, permits, and authorizations required by any governmental, regulatory, or statutory authority.
"Leadership Council" means the body established under Schedule 1 of this Code responsible for reviewing flagged accounts under the Active Leadership and Mentorship Policy.
"Marketing Plan" means the Company's official compensation and bonus plan as published and amended from time to time. The Marketing Plan is available on the member portal at https://yes.global.
"Personal Data" has the meaning given in the Company's Privacy Policy.
"Products" means all goods and services offered by the Company for sale through IBCs.
"Related Party" in relation to a Party, means: (a) any of its affiliates; (b) any person employed by that Party or its affiliates; (c) any director or officer of that Party or its affiliates; and (d) any person acting on behalf of that Party or its affiliates in connection with the IBC Agreement.
"Territory" means the country or region in which the IBC is registered, which may include Malaysia, Singapore, Brunei, Hong Kong, India, Kazakhstan, Kyrgyzstan, and any other country where the Company has established or authorized operations.
"Unilevel Compression" means the structural reassignment of downline IBCs from an inactive upline to the next active, qualified leader in the line of sponsorship, as described in Part D of this Code.
PART B — MEMBERSHIP AND STATUS
3. Eligibility for IBC Status
3.1 To qualify for IBC status, an applicant must:
(a) Be at least 18 years of age.
(b) Be a citizen or legal permanent resident of the Territory in which they are applying.
(c) Be sponsored by an existing IBC in good standing.
(d) Successfully complete the Company's know-your-customer (KYC) verification process.
3.2 Applications for IBC status may be submitted:
(a) Electronically via the Company's website at https://yes.global; or
(b) By submitting a completed and signed physical IBC Application Form to the Company.
3.3 Married couples applying for IBC status must apply jointly as a single independent business entity. If one spouse is already an IBC, the other spouse must join under the existing IBC's independent business. In jurisdictions permitting polygamous marriages, only one spouse may join in the primary IBC partnership; additional spouses must be sponsored under that partnership as separate IBCs.
3.4 An application is accepted upon the Company's receipt and verification of a completed IBC Application Form, provided it does not breach any provision of this Code.
3.5 The Company reserves the sole and absolute right to accept or reject any IBC application without providing reasons.
4. Contract Duration and Renewal
4.1 The IBC Agreement is valid for one (1) year from the date of last purchase from the Company.
4.2 An IBC who maintains a minimum of 1 SV (Sales Volume) in any month during the membership period retains their business ownership. An IBC who records zero (0) SV for twelve (12) consecutive months will have their IBC Agreement automatically terminated on the last day of the twelfth month.
4.3 The Company reserves the right to decline any renewal request or revoke any IBC's renewal if the IBC has breached any provision of the IBC Agreement.
5. Account Security and Credentials
5.1 Upon registration, each IBC is assigned a unique identification number and is required to create a confidential password and a 6-digit transaction PIN.
5.2 The IBC is solely and entirely responsible for safeguarding all account credentials, including but not limited to their username, password, PIN, and any linked email address or phone number. The Company will not be liable under any circumstances for any loss, damage, unauthorized transactions, or security breaches arising from the IBC's failure to protect their credentials — regardless of the cause, including but not limited to negligence, phishing, device theft, shared access, weak passwords, or failure to log out of shared devices.
5.3 The IBC must immediately notify the Company at hello@yes.global of any known or suspected unauthorized access to their account. Until the Company receives and processes such notification, the IBC remains fully responsible for all activity on their account.
5.4 The Company is under no obligation to reverse, refund, or compensate for any transactions — including wallet transfers, purchases, or withdrawals — that were executed using valid credentials, regardless of whether the IBC authorized those transactions.
5.5 The IBC must not share, disclose, or permit any other person to use their account credentials. Any activity conducted through an IBC's account using valid credentials is deemed to have been authorized by the IBC.
5.6 The Company may require periodic password or PIN resets for security purposes. The IBC must comply promptly. Failure to comply may result in account suspension.
6. Marriage Dissolution, Separation, or Partnership Termination
6.1 IBCs undergoing divorce, separation, or dissolution of a business partnership or legal entity must comply with this Code throughout the process.
6.2 During such proceedings, the IBCs must adopt one of the following arrangements:
(a) Continue to jointly operate the Independent Business under normal operations.
(b) One or more IBCs voluntarily relinquishes all rights and interests in the Independent Business.
(c) The IBCs agree to appoint a mutually acceptable third party to operate the Independent Business, subject to the Company's prior written approval.
(d) If the IBCs cannot agree on a third party, the Company may appoint a receiver to operate the Independent Business during the proceedings to protect the business from adverse impact.
6.3 Following the final decree of divorce or dissolution:
(a) The IBCs may agree to continue operating the Independent Business jointly; or
(b) One IBC may surrender all rights to the remaining IBC(s), after which the departing IBC is free to re-register under any sponsor.
7. Death and Inheritance
7.1 Upon the death of an IBC, the Independent Business may be transferred to the IBC's designated beneficiary or estate, in accordance with the laws of the relevant jurisdiction.
7.2 For jointly held Independent Businesses (such as between spouses), the death of one holder automatically transfers all rights, titles, and interests to the surviving holder, unless a valid will provides otherwise.
7.3 Where an IBC has assigned their Independent Business via a will, the Company will honor the transfer provided the beneficiary meets IBC eligibility requirements and complies with this Code.
7.4 The Company must be notified of any death or inheritance claim within sixty (60) days. Failure to notify may result in suspension of commissions and bonuses until the matter is resolved.
7.5 Each IBC may designate up to three (3) beneficiaries through the member portal at https://yes.global. Beneficiary designation includes providing the beneficiary's full name, email address, and contact details. The IBC is solely responsible for keeping beneficiary information current and accurate. Upon the death of the IBC, the Company will transfer the Independent Business to the designated beneficiary or beneficiaries in accordance with the IBC's instructions on record. Where no beneficiary is designated, the estate of the deceased IBC shall be responsible for nominating a successor, subject to the Company's approval and this Code.
8. Voluntary Termination
8.1 An IBC may voluntarily terminate their IBC Agreement at any time by submitting written notice to the Company.
8.2 In a jointly held Independent Business, if one holder voluntarily terminates, the Company may:
(a) Terminate the entire Independent Business; or
(b) Permit the remaining holder(s) to continue operating the Independent Business, subject to such additional terms and conditions as the Company may impose.
8.3 Voluntary termination does not release the IBC from obligations that survive termination, including confidentiality (Clause 18), non-competition and non-solicitation for twelve (12) months (Clause 13), and any outstanding liabilities.
PART C — CONDUCT AND OBLIGATIONS
9. IBC Responsibilities
9.1 Good Faith and Fair Dealing. The IBC shall conduct all activities under the IBC Agreement honestly, ethically, and in good faith. An IBC is liable for the acts and omissions of their partner, family member, employee, or any third party acting on their behalf in connection with the Independent Business. No IBC shall assist or encourage another IBC in breaching this Code.
9.2 Reputation. IBCs shall not engage in any activity that could damage, disparage, or bring into disrepute the reputation of the Company, its Products, its IBCs, or the direct selling industry.
9.3 Advertising and Social Media. IBCs are free to promote the Company's Products, business opportunity, and Marketing Plan through personal social media, messaging platforms, and other channels without prior approval from the Company. However, all content posted, shared, or distributed by an IBC is the sole responsibility of that IBC. The Company has no control over and assumes no liability for any advertising, promotional content, social media posts, or public statements made by any IBC. IBCs must ensure that all content they create or share complies with applicable advertising laws, consumer protection regulations, and the provisions of this Code — including Clauses 9.9 (Income Representations), 9.10 (Product Claims), and 17 (Intellectual Property). If any content posted by an IBC creates legal liability, regulatory exposure, reputational damage, or consumer complaints for the Company, the Company reserves the right to take disciplinary action under Clause 19, up to and including immediate termination.
9.4 Product Integrity. Products must be sold in their original packaging and formulation. IBCs are prohibited from repackaging, relabeling, altering, or tampering with any Product or its packaging.
9.5 Complaint Handling. IBCs must promptly report all customer complaints to the Company, including copies of all relevant correspondence. IBCs are not authorized to make any settlement offers, admissions, or commitments on behalf of the Company in relation to any complaint.
9.6 Information Accuracy. IBCs are responsible for keeping all personal and business information current and accurate in the Company's system. Changes must be reported promptly.
9.7 Direct Selling Regulations. IBCs must comply with the codes of conduct of the relevant Direct Selling Association in their Territory. By registering as an IBC, you are deemed to have read, understood, and agreed to comply with such codes.
9.8 Authorized Platforms Only. IBCs and members must only transact and communicate through officially authorized Company platforms. The Company's official domain is yes.global. Any domain, website, or social media account using the "Yes Global" name, logo, or any confusingly similar variation (including but not limited to country-code variations such as yesglobal.kz, yesglobal.kg, or any other unauthorized domain) is not affiliated with the Company unless explicitly confirmed in writing by the Company. Any IBC found to be operating, promoting, or associated with unauthorized websites or platforms will face immediate termination of their IBC Agreement in accordance with Clause 19.
9.9 Income Representations. IBCs shall not make exaggerated, misleading, or false representations regarding the income, lifestyle, or financial results achievable through the Marketing Plan. The Company does not guarantee any level of income or success. Individual results depend entirely on the effort, skill, and dedication of each IBC. Any income representations made by an IBC — whether verbal, written, or posted on social media — must be truthful, substantiated, and compliant with applicable laws. The Company is not liable for any income claims or representations made by any IBC.
9.10 Product Claims and Disclaimers. IBCs must not make any medical, therapeutic, curative, or health claims about the Company's Products that are not expressly approved in writing by the Company. Any personal testimonials, opinions, or experiences shared by an IBC regarding the Company's Products are the personal views of that individual IBC and do not represent the views, endorsements, or official positions of the Company. The Company is not liable for any product claims, health claims, or representations made by any IBC. IBCs who make unauthorized product claims do so entirely at their own risk and shall indemnify the Company against any regulatory action, fines, claims, or liabilities arising from such claims.
10. Bonuses and Commissions
10.1 Bonuses and commissions are calculated in accordance with the Marketing Plan as published by the Company, which may be updated from time to time.
10.2 Bonuses are credited to the IBC's e-Wallet or authorized bank account on the schedule determined by the Company.
10.3 The Company reserves the right to modify, adjust, withhold, or recover bonuses and commissions at its sole discretion, including but not limited to cases of suspected fraud, system error, breach of this Code, or regulatory requirement.
10.4 Withdrawals from the IBC's e-Wallet are subject to administrative fees as determined by the Company and published on the Website.
10.5 Where required by the laws of any Territory, the Company will deduct and remit withholding tax from bonus and commission payments. The IBC is solely responsible for their own tax obligations and compliance with the tax laws of their jurisdiction.
10.6 The Company may conduct periodic audits of bonus calculations and reserves the right to recover any overpayments.
11. Prohibited Practices
11.1 Retail Establishments. No IBC shall sell, display, or permit the sale or display of the Company's Products, services, or literature in any retail establishment, including but not limited to shops, stalls, schools, fairs, kiosks, vending machines, salons, professional offices, or any online marketplace or e-commerce platform not authorized by the Company.
11.2 Cross-Border Sales. IBCs are prohibited from exporting, importing, or facilitating the export or import of the Company's Products to or from any country, regardless of whether the Company operates in that country. IBCs must not sell to persons they reasonably believe will export or import Products.
11.3 Line of Sponsorship Manipulation. No IBC shall directly or indirectly solicit, encourage, assist, or induce another IBC to request a change in their position in the line of sponsorship.
11.4 Fundraising. IBCs are prohibited from using the Company's Products, brand, or business opportunity in connection with any fundraising activity, charity drive, or cause-based marketing without the Company's prior written approval.
11.5 No Agency Relationship. No IBC has the authority to negotiate, enter into contracts, make representations, or incur obligations on behalf of the Company. IBCs are independent contractors, not agents, employees, or franchisees of the Company.
11.6 Non-Solicitation. No IBC shall recruit or attempt to recruit any other IBC, Company employee, supplier, contractor, or vendor into any business, trade, or venture that directly or indirectly competes with or conflicts with the Company's interests.
11.7 Unauthorized Corporate Media Activity. IBCs must not participate in any media activity — including press releases, interviews, podcasts, or public statements — relating to the Company's internal business operations, financials, strategy, leadership, or confidential information without prior written approval from the Company. For clarity, this clause applies to corporate and institutional media engagement, not to personal product promotion or business opportunity sharing covered under Clause 9.3.
11.8 Plan Manipulation. IBCs are strictly prohibited from manipulating the Marketing Plan, PV (Point Value), SV (Sales Volume), or any other metrics in any manner that results in the payment of bonuses, commissions, or recognition not legitimately earned under the IBC Agreement. This includes but is not limited to fictitious orders, phantom accounts, self-purchasing schemes beyond personal use, and stacking or loading.
11.9 Data Misuse. IBCs shall not use, share, sell, or exploit the personal data of other IBCs, customers, or downline members for any purpose other than conducting their Independent Business in accordance with the IBC Agreement and applicable data protection laws.
12. Sponsorship
12.1 An IBC acting as a sponsor must be in full compliance with this Code and the IBC Agreement.
12.2 Sponsors must ensure that all IBCs they sponsor have access to and have been given the opportunity to read the IBC Agreement, this Code, and the Marketing Plan before completing their registration.
12.3 Sponsors must provide reasonable support, guidance, and training to their personally sponsored IBCs.
12.4 No IBC shall make claims or imply that retail sale or personal use of Products is not required.
12.5 Transfer Prohibition. IBCs are strictly prohibited from changing or transferring sponsors, whether as an individual transfer (IBC without downline) or group transfer (IBC with one or more downline members), unless expressly approved in writing by the Company.
12.6 Cross-Sponsoring. The following are prohibited forms of cross-sponsoring:
(a) Registering an existing IBC from another group outside one's direct line of sponsorship.
(b) Registering a duplicate IBC while an existing IBC account is active.
(c) Registering a spouse when the other spouse is already an IBC, except as permitted under Clause 3.3.
(d) Permitting any individual other than the registered IBC to operate the Independent Business.
13. Non-Competition
13.1 During the term of the IBC Agreement, an IBC shall not engage in, participate in, or be associated with any business, company, or venture that directly or indirectly competes with the Company.
13.2 For a period of twelve (12) months following the termination or expiry of the IBC Agreement, the IBC shall not directly or indirectly solicit, recruit, or entice any IBC or customer of the Company to join, purchase from, or do business with any competing company.
14. Conflict of Interest and Cross-Promotion
14.1 While the Company respects the entrepreneurial activities of its IBCs, protecting the network from conflicts of interest is a priority.
14.2 Prohibited Cross-Promotion. Actively promoting, recruiting for, or representing another direct selling or MLM company that operates a similar or competing marketing plan, or offers directly competing products (including but not limited to health and wellness supplements, anti-aging formulations, or wellness beverages), is a severe violation of this Code.
14.3 Permissible Activity. Promoting products, services, or opportunities that are entirely distinct from and do not compete with the Company's current product catalog is permissible, provided the IBC does not leverage the Company's events, platforms, downline network, or corporate resources to promote the outside business.
14.4 Zero-Tolerance Enforcement. Verified cross-promotion of a directly competing company or product line bypasses the two-phased review process under Clause 15 and results in immediate account suspension, termination, and unilevel compression.
PART D — ACTIVE LEADERSHIP AND NETWORK INTEGRITY
15. Active Leadership and Mentorship Policy
15.1 Objective. The Company's growth depends on active, supportive, and engaged leadership. Every IBC deserves a sponsor who is present and committed to mutual success. This policy protects the interests of active downlines, prevents network stagnation, and holds leadership accountable.
15.2 Two-Phased Quarterly Review and Reassignment System. To ensure downlines receive timely support, the Company and the Leadership Council evaluate network activity on a quarterly basis. Structural reassignment (Unilevel Compression) is executed through a two-phased process:
Phase 1 — Observation Quarter (Days 1–90)
If an upline exhibits sustained inactivity based on the criteria in Clause 15.3 for a full 90-day period, their account will be officially flagged for review — either by the Company or via a formal complaint from a direct downline.
Phase 2 — Reflection and Improvement Quarter (Days 91–180)
Upon being flagged, the upline will receive a formal "Leadership Reactivation Notice" and is granted a 90-day probationary period to re-engage and meet specific leadership KPIs. Failure to correct the inactivity during this period will result in structural reassignment at the end of the 180-day cycle.
15.3 Criteria for Leadership Inactivity. An upline's network overrides and structural positioning are at risk if they meet a combination of the following criteria during the Observation Quarter:
(a) Failure to provide documented mentorship, regular communication, or strategic guidance to their direct downlines.
(b) Failure to provide operational, strategic, or practical business support to their network.
(c) Zero active personal sponsorships or continuous failure to meet minimum Personal Volume (PV) maintenance requirements.
(d) Complete absence from physical Company events, leadership summits, or local training sessions.
(e) Complete absence from official Company online events, Zoom trainings, or corporate announcements.
(f) Zero contribution to, participation in, or hosting of Business Opportunity Presentations (BOP) for their team.
(g) Failure to log into the Yes Global member portal or respond to official communications from the Company.
(h) Engaging in activities or behavior detrimental to the Company's brand, interests, or downline morale.
16. Execution and Reassignment Process
16.1 Structural reassignment follows this standardized procedure:
(a) Initiation. A downline member may formally request a leadership reassignment by submitting a "Leadership Reassignment Request" to the Company, accompanied by evidence of Phase 1 inactivity. The Company may also initiate this based on internal data.
(b) Issuance of Notice. The Company issues the "Leadership Reactivation Notice" to the upline, officially starting Phase 2 (the Improvement Quarter).
(c) Council Review. At the end of the 180-day cycle, the Leadership Council and the Company will review the upline's activity during the probationary quarter.
(d) Final Resolution. If the upline has successfully re-engaged, the probation is lifted. If the upline has failed to improve, the Company will execute the unilevel compression. The active downline will roll up to the next active, qualified leader in the line of sponsorship.
16.2 All decisions made by the Company and the Leadership Council regarding unilevel compression are final and not subject to appeal.
PART E — INTELLECTUAL PROPERTY AND CONFIDENTIALITY
17. Intellectual Property
17.1 The IBC acknowledges that all Company Trademarks and Intellectual Property Rights are and shall remain the exclusive property of Yes Global Marketing Sdn Bhd. The IBC shall not claim any ownership, title, or interest in the Company's Intellectual Property.
17.2 All goodwill arising from the IBC's use of the Company Trademarks shall accrue exclusively to the Company.
17.3 The Company may at any time introduce, modify, substitute, or withdraw any Company Trademarks, and the IBC shall implement such changes promptly at their own expense.
17.4 No IBC shall:
(a) Use, register, or facilitate the registration of any Company Trademark — or any name, term, or mark confusingly similar to a Company Trademark — as part of any corporate name, business name, trading style, domain name, social media handle, or trademark for any goods or services.
(b) Operate any part of their Independent Business under a name, brand, or identity that could, in the Company's opinion, damage the validity, reputation, or distinctiveness of any Company Trademark.
(c) Display any marks, symbols, or branding of a trademark character in connection with the Independent Business other than those approved by the Company.
(d) Negotiate, enter into, or participate in any sponsorship, endorsement, or promotional arrangement involving the Company Trademarks.
(e) Commission, create, or distribute any advertising or promotional material that uses the Company Trademarks in a manner that implies official Company endorsement, representation, or affiliation beyond the IBC's individual Independent Business. For clarity, this clause does not restrict personal promotion of Products under Clause 9.3, provided the IBC does not alter, modify, or create derivative works from the Company Trademarks, and does not present themselves as an official representative or spokesperson of the Company.
18. Confidentiality
18.1 The IBC shall keep confidential all proprietary and confidential information of the Company, including but not limited to: customer and IBC data, line of sponsorship information, business strategies, pricing structures, product formulations, financial information, and internal communications.
18.2 This obligation of confidentiality survives the termination or expiry of the IBC Agreement and continues indefinitely.
18.3 The IBC may disclose confidential information only where required by law, provided that the IBC gives the Company prior written notice and cooperates with any efforts to obtain protective relief.
PART F — ENFORCEMENT AND TERMINATION
19. Breach and Disciplinary Action
19.1 Upon any breach of this Code or the IBC Agreement, the Company reserves the right to take one or more of the following actions:
(a) Issue a formal warning.
(b) Require the IBC to complete mandatory training or corrective action.
(c) Suspend part or all of the IBC's privileges, including the right to earn or receive bonuses.
(d) Withhold, reduce, or forfeit bonus and commission payments.
(e) Revoke the IBC's status as a sponsor ("de-sponsoring") and restrict their authority to sponsor new IBCs.
(f) Suspend invitations to Company-sponsored events, seminars, and trips.
(g) Demand a written acknowledgment of breach and a commitment to comply.
(h) Confiscate or cancel product redemption vouchers.
(i) Terminate the IBC Agreement immediately without further notice.
(j) Execute unilevel compression in accordance with Part D.
19.2 The Company may take any combination of the above actions and is not required to follow any particular sequence. The Company's decision on disciplinary action is final.
19.3 The Company may investigate suspected breaches and the IBC agrees to cooperate fully with any such investigation, including providing access to records and information.
20. Termination
20.1 By the IBC. An IBC may terminate the IBC Agreement at any time by submitting written notice to the Company.
20.2 By the Company. The Company may terminate the IBC Agreement at any time by providing written notice to the IBC. The Company is not required to provide reasons for termination.
20.3 Immediate Termination. The Company may terminate the IBC Agreement immediately and without notice in cases of fraud, illegal activity, gross misconduct, cross-promotion of competing businesses, or any breach that the Company considers material.
20.4 Effect of Termination. Upon termination for any reason, the IBC must:
(a) Immediately cease identifying themselves as an IBC of the Company.
(b) Return all Company materials, confidential information, and line of sponsorship data.
(c) Cease all use of Company Trademarks, branding, and marketing materials.
(d) Settle all outstanding liabilities to the Company.
20.5 Termination does not release the IBC from obligations that survive termination, including Clauses 5 (Account Security), 13 (Non-Competition), 17 (Intellectual Property), 18 (Confidentiality), 21 (Compliance and Indemnification), and 23 (Audit Rights).
20.6 References to "termination" of the IBC Agreement include its expiry, where the context permits.
PART G — LEGAL AND COMPLIANCE
21. Compliance
21.1 The IBC shall comply, and shall ensure compliance by its Related Parties, with all applicable Laws in the conduct of the Independent Business.
21.2 The IBC represents and warrants that:
(a) All payments made to the Company are from legitimate sources and do not constitute the proceeds of crime.
(b) The IBC has not and will not engage in any activity that violates applicable anti-money laundering, anti-terrorism financing, anti-bribery, or anti-corruption laws.
(c) The IBC will not make or receive any improper payments, gifts, or inducements in connection with the Independent Business.
21.3 The IBC shall indemnify, defend, and hold harmless the Company and its Related Parties from and against any and all losses, damages, claims, expenses, fines, and penalties arising from: (a) any breach of the IBC's representations under this Clause 21; (b) any breach of this Code or the IBC Agreement; or (c) any negligent, fraudulent, or unlawful act or omission by the IBC or their Related Parties.
22. Relationship of the Parties
22.1 Nothing in the IBC Agreement shall be construed as creating a partnership, joint venture, agency, franchise, or employment relationship between the IBC and the Company.
22.2 The IBC's employees, agents, and contractors are not employees of the Company. The IBC is solely responsible for compliance with all employment, tax, and social security obligations relating to their staff.
22.3 The IBC bears full responsibility for the acts and omissions of their employees, agents, and contractors in connection with the Independent Business.
23. Audit Rights and Record Keeping
23.1 The IBC must establish and maintain adequate internal controls and records to ensure compliance with this Code, the IBC Agreement, and all applicable Laws, including the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, and the Direct Sales and Anti-Pyramid Scheme Act 1993 (where applicable).
23.2 The IBC must retain all records and documents relating to the IBC Agreement — including invoices, receipts, correspondence, and supporting documentation — for a minimum of seven (7) years following the termination or expiry of the IBC Agreement, whether in physical or electronic form.
23.3 The Company reserves the right to audit all information, records, costs, and expenses relating to the IBC Agreement at any time during the term of the Agreement and for seven (7) years following its termination. The IBC must provide full cooperation, including granting access to relevant premises and records at reasonable times. The Company may take copies of any records.
23.4 The IBC must implement all mutually agreed recommendations arising from audits within the timeframe specified by the Company.
24. Legislative Changes
24.1 If any governmental or regulatory decision changes the operation or applicability of any provision of this Code, the Company reserves the right to amend, adjust, or modify any provision accordingly.
24.2 References to specific statutes include any amendments, re-enactments, or subsidiary legislation made under them.
24.3 Any amendments to this Code will be posted on the Company's Website at https://yes.global. It is the IBC's responsibility to review this Code periodically. Continued participation in the Independent Business after changes are posted constitutes acceptance of the amended Code.
25. Dispute Resolution
25.1 Any dispute arising out of or in connection with this Code or the IBC Agreement shall first be referred to the Company's compliance department for resolution through good faith discussion.
25.2 If the dispute cannot be resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration administered in accordance with the rules of the Asian International Arbitration Centre (AIAC) in Kuala Lumpur, Malaysia. The arbitration shall be conducted in English and the decision of the arbitrator shall be final and binding on both parties.
25.3 Nothing in this clause prevents the Company from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.
26. General Provisions
26.1 Governing Law. This Code is governed by and construed in accordance with the laws of Malaysia.
26.2 Severability. If any provision of this Code is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
26.3 Waiver. The Company's failure to enforce any provision of this Code shall not constitute a waiver of that provision or the right to enforce it subsequently.
26.4 Entire Agreement. This Code, together with the Privacy Policy, Terms of Use, and IBC Agreement, constitutes the entire agreement between the Parties in relation to the subject matter hereof.
26.5 Assignment. The IBC may not assign or transfer their rights or obligations under the IBC Agreement without the Company's prior written consent. The Company may assign its rights and obligations to any affiliate or successor entity.
26.6 Notices. All notices under this Code must be in writing and delivered to the addresses registered with the Company, or by email to the email addresses on record.
26.7 Language. In the event of any inconsistency between the English version and any translation of this Code, the English version shall prevail, except where local law requires otherwise.
SCHEDULE 1 — YES GLOBAL LEADERSHIP COUNCIL: TERMS OF REFERENCE
Subject: Unilevel Compression and Structural Reassignment Reviews
S1.1 Purpose and Authority
The Yes Global Leadership Council ("the Council") is established to review flagged accounts under the Active Leadership and Mentorship Policy (Part D of this Code). The Council is responsible for assessing evidence of upline inactivity, determining whether a 90-day probationary period is warranted, and voting on the final execution of unilevel compression. The primary objective is to protect active downlines and ensure fair, transparent, and unbiased decision-making.
S1.2 Council Composition and Roles
To ensure a balance of corporate governance, objective data, and field representation, the Council consists of the following seats:
(a) Executive Board (2 Seats) — YB Leo and Jonathan Abbey. Holds ultimate veto power to protect the legal and financial liability of the Company. Ensures decisions align with the Company's long-term strategic vision.
(b) Operations and Compliance (1 Seat — Non-Voting) — Compliance Team. Gathers and presents objective evidence including system login history, PV data, BOP attendance logs, and communication records. This seat presents the facts but does not vote on the final outcome.
(c) Field Leadership (3 Seats — "Jury of Peers") Top-ranking, active IBCs (e.g. Diamond or Crown level) in good standing, appointed annually by the Executive Board. Provides ground-level context and votes on whether the flagged upline has violated the community standard of active mentorship.
(d) Regional Advisors (Ad-Hoc, Non-Voting) Regional operational heads or key associates. Called upon only when a dispute involves specific international markets, to provide localized context before a vote is cast.
S1.3 Voting Mechanism
(a) Presentation of Evidence. Operations presents data regarding the Observation Quarter (Days 1–90) or the Reflection and Improvement Quarter (Days 91–180).
(b) Deliberation. The Council discusses the evidence.
(c) Vote. A simple majority vote from the voting members (Executive Board + Field Leadership) is required to initiate probation or execute final compression.
(d) Executive Veto. The CEO retains the right to veto any majority vote if the structural change poses a severe legal, financial, or strategic risk to the Company.
S1.4 Conflict of Interest and Recusal
(a) If any voting member of the Council belongs to the same direct unilevel lineage (either directly upline or downline) of the IBC under review, they must automatically recuse themselves from the deliberation and vote.
(b) If a Council member stands to gain a direct financial or structural benefit from the compression of the flagged account, they are barred from participating in that specific review.
S1.5 Confidentiality
All evidence, deliberations, and voting records within the Council are strictly confidential. Council members are prohibited from discussing pending or finalized reviews with the general IBC field. Breach of this confidentiality obligation may result in removal from the Council and disciplinary action under Clause 19.
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