STATEMENT OF POLICIES AND PROCEDURES
Effective February 25, 2021
SECTION 1 – INTRODUCTION
1.1 Code Of Ethics
1.2 Policies Incorporated Into The Beauty Partner Agreement
1.3 Changes To The Beauty Partner Agreement, Policies And Procedures, Or Compensation Plan
1.5 Policies And Provisions Severable
SECTION 2 –BECOMING A BEAUTY PARTNER
2.1 Requirements To Become A Beauty Partner
2.2 New Beauty Partner Registration By Internet
2.3 Beauty Partner Benefits
2.4 Term And Renewal Of A VIC Beauty Business
SECTION 3 – INCOME DISCLAIMER POLICY
SECTION 4 – ADVERTISING
4.1 Adherence To The VIC Beauty Compensation Plan
4.2 Use Of Sales Aids
4.3 Intellectual Property
4.4 Web Policy
4.5 Domain Names And Email Addresses
4.6 Advertised Price
4.7 Media And Media Inquiries
4.8 Unsolicited Email Communication
SECTION 5 –OPERATING A VIC BEAUTY BUSINESS.
5.1 – Business Entities
5.1.1 Changes to a Business Entity
5.1.2 Change of Sponsor
5.1.3 Change of Placement
5.2 Unauthorized Claims And Actions
5.2.2 Endorsement of VIC Beauty Services
5.3.2 Sale of Competing Goods or Services
5.3.3 Targeting Other Direct Sellers
5.3.4 Privacy and Confidentiality
5.3.5 The Data Management Rule
5.4 Cross Sponsoring
5.5 Governmental Approval Or Endorsement
5.7 Income Taxes
5.8 Independent Contractor Status
5.9 Bonus Buying
5.11 One VIC Beauty Business Per Beauty Partner
5.13 Sale, Transfer, Or Assignment Of A VIC Beauty Business
5.14 Separation Of A VIC Beauty Business
6 RESPONSIBILITIES OF BEAUTY PARTNERS
6.1 Change Of Address, Telephone No., Email-Address
6.2 Sponsoring Beauty Partner Responsibilities
6.2.1 Initial Training
6.2.2 Ongoing Training Responsibilities
6.4 Reporting Policy Violations
7 AUTOMATIC BILLING
8 BONUSES AND COMMISSIONS
8.1 Bonus And Commission Qualifications
8.2 Errors Or Questions
8.3 Bonus Buying Prohibited
9 DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.2 Dispute Resolution
9.3 Governing Law, Jurisdiction, And Venue
10 WARRANTIES AND LIMITATIONS OF LIABILITY
10.1 Warranty; Disclaimer
10.2 Limitation of Liability
11 EFFECT OF CANCELLATION
11.1 Effect Of Cancellation And Termination
STATEMENT OF POLICIES AND PROCEDURES
Effective: February 25, 2021
SECTION 1 – INTRODUCTION
1.1 – Code of Ethics
VIC Beauty LLC (hereafter “VIC Beauty” or simply the “Company”) is a values-based company that prides itself on the quality and character of its independent Beauty Partners (hereinafter “Partner(s)”). The following guidelines help ensure a uniform standard of excellence throughout our organization. Every Partner is expected to practice the following ethical behavior when acting in the name of the Company:
- I will be respectful of every person I meet while doing Company-related business.
- At all times I will conduct myself and my business in an ethical, moral, legal, and financially sound manner.
- I will not engage in activities that would bring disrepute to the Company, any Company corporate officer or employee, myself, orother Partners.
- I will not make discouraging or disparaging claims towardother Partners. I will ensure that in all Company business dealings I will refrain from engaging in negative language. I will refrain from making any type of slanderous statements.
- I will provide support and encouragement to my retail customers (“Customers”) to ensure that their experience with the Company is a successful one. I understand that it is important to provide follow-up service and support to my downline.
- I will correctly represent all the bonus/compensation plans available through the Company and the income potential represented therein. I understand I may not use my own income as an indication of others’ potential success, or use compensation checks as marketing materials. I further understand that I may only disclose my Company income to recruit apotential Partner(s) after I have given a copy of the Income Disclaimer to the potential Partner(s).
- I will abide by all of Company’s Policies & Procedures now and as they may be amended in the future.
1.2 – Policies Incorporated Into The Beauty Partner Agreement
1.3 – Changes to the Beauty Partner Agreement, the Policies and Procedures, or the Compensation Plan
Because federal, state, and local laws, as well as the business environment, periodically change, Company reserves the right to amend the Agreement and the prices of its products or services in its sole and absolute discretion. Notification of amendments shall appear in Official Company Materials. Amendments shall be effective upon publication in Official Company Materials, including but not limited to, posting on Company’s website, e-mail distribution, publication in Company’s newsletter, product inserts, or any other commercially reasonable method. The continuation of a Partner’s Company business or a Partner’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, ANY AMENDMENT BY THE COMPANY TO THE DISPUTE RESOLUTION SECTION HEREIN SHALL ONLY TAKE EFFECT UPON A PARTNER’S EXPRESS AGREEMENT TO SUCH AMENDMENT. A PARTNER MAY INDICATE THEIR AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROPOSED AMENDMENT THAT WILL APPEAR WHEN LOGGING IN TO THE CORPORATE WEBSITE OR, THE PARTNER’S PERSONAL WEBSITE. COMPANY MAY TERMINATE THE PARTNERSHIP AGREEMENT OF ANY PARTNER WHO DOES NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE RESOLUTION SECTION WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE AMENDMENT. ANY SUCH AMENDMENT SHALL APPLY TO ALL CLAIMS BROUGHT BY COMPANY OR THE PARTNER ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.
1.4 – Delays
Company shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, flood, pandemic, death, 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.
The Company never 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 Company to exercise any right or power under the Agreement or to insist upon strict compliance by a Partner 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 Company’s right to demand exact compliance with the Agreement. Waiver by Company can be effectuated only in writing by an authorized officer of the Company.
SECTION 2 – BECOMING A BEAUTY PARTNER
2.1 – Requirements to Become a Beauty Partner
To become a Beauty Partner, each applicant must:
- Be of the age of majority in their state ofresidence;
- Reside in the United States or other countries, which have been officially opened byCompany;
- Have a valid Social Security Number or Federal Tax IdentificationNumber;
- Submit a properly completed and signedBeauty Partner Agreement to Company electronically or by hard copy; and
- Submit payment of a $49 enrollment fee (non-commissionable).
2.2 – New Partner Registration by the Internet
A prospective Partner may self-enroll on the Company corporate website. In such event, instead of a physically signed Beauty Partner Agreement, Company will acknowledge the completion of the Agreement by accepting the “electronic signature.” This signifies that the new Partner has accepted the terms and conditions of the Partner Agreement. Please note that such electronic signature constitutes a legally binding agreement between the Partner and the Company.
2.3 – Beauty Partner Benefits
Once a Partnership Agreement has been accepted by the Company, the benefits of the Compensation Plan and the Partner Agreement are available to the new Partner. These benefits include the right to:
- Sell Company products orservices;
- Participate in the Company Compensation Plan (receive bonuses and commissions, if eligible);
- Sponsor other individuals as customers orPartners into the Company business and thereby build an organization and progress through the Company Compensation Plan;
- Receive periodic Company literature and other Companycommunications;
- Participate in Company-sponsored support service training, motivational and recognition functions; and
- Participate in promotional and incentive contests and programs sponsored by Company for itsPartners.
2.4–Terms and Renewal of a VIC Beauty Business
A Partner must renew their Partner status annually by submitting an annual renewal fee of $29 (non-commissionable). This payment is due on the anniversary of the Partner acceptance date. If the Partner allows their business to expire due to nonpayment of the renewal fee, the Partner will lose any and all rights to their downline organization unless the Partner re-activates within sixty (60) days following the expiration of the agreement.
If the former Partner re-activates within the 60-day time limit, the Partner will resume the rank and position held immediately prior to the expiration of the Partner Agreement. However, such Partner’s “paid-as” level will not be restored unless they qualify at that payout level in the new month. The Partner is not eligible to receive commissions for the time period that the Partner’s business was expired.
Any Partner whose agreement has expired and lapsed the 60-day grace period is not eligible to reapply for a Company business for twelve (12) months following the expiration and/or termination of the Partner Agreement. The downline of the expired Partner will roll up to the immediate, active upline sponsor.
SECTION 3 – INCOME DISCLAIMER POLICY
A Partner shall not make unauthorized income projections, claims, or guarantees while presenting or discussing the Company opportunity or the Compensation Plan to prospective Partners or Customers.
In an effort to conduct best business practices, Company has developed the Income Disclaimer Statement (“IDS”). The Company IDS is designed to convey truthful, timely, and comprehensive information regarding the income that Company Partners earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Partners and alongside any type of income claim that is made, whether through social media or otherwise.
A copy of the IDS must be presented to a prospective Partner (someone who is not a party to a current Partner Agreement) anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.
The terms “income claim” and/or “earnings representation” (collectively “income claims”) include: (1) statements of average earnings, (2) statements of non-average earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims. Examples of “statements of non-average earnings” include, “Our number one Partner earned over a million dollars last year” or “Our average ranking Partner makes five thousand per month.” An example of a “statement of earnings ranges” is “The monthly income for our higher-ranking Partners is ten thousand dollars per month on the low end to thirty thousand dollars per month on the high end.”
In any meeting that is open to the public in which the Compensation Plan is discussed, or any type of income claim is made, you must provide every prospective Partner with a copy of the IDS. Copies of the IDS may be printed or downloaded without charge from the Company website or in the back office.
SECTION 4 – ADVERTISING
4.1 – Adherence to the VIC Beauty Compensation Plan
Partners must adhere to the terms of the Company Compensation Plan as set forth in Official Company Materials. Partners shall not offer the Company opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically stated in Official Company Materials. Partners shall not require or encourage other current or prospective customers or Partners to participate in Company in any manner that varies from the program as set forth in Official Company Materials. Partners shall not require or encourage other current or prospective customers or Partners to execute any agreement or contract other than official Company agreements and contracts in order to become a Partner. Similarly, Partners shall not require or encourage other current or prospective customers or Partners to make any purchase from, or payment to, any individual or other entity to participate in the Company Compensation Plan other than those purchases or payments identified as recommended or required in Official Company Materials.
4.2 – Use of Sales Aids
To promote both the products and the opportunity the Company offers, Partners must use the sales aids and support materials produced by the Company. If Partners develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding Partners’ good intentions, they may unintentionally violate any number of statutes or regulations affecting a Company business. These violations, although they may be relatively few in number, could jeopardize the Company opportunity for all Partners. Accordingly, Partners must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for Company’s approval prior to use. Unless the Partner receives specific written approval to use the material, the request shall be deemed denied. All Partners shall safeguard and promote the good reputation of the Company and its products. The marketing and promotion of the Company, the Company opportunity, the Company Compensation Plan, and Company products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
During the term of this Agreement, in order to avoid legal liability related to promotion of sales aids, you as a Partner may not sell training materials or sales aids including published books, eBooks, videos, or other general miscellaneous training aids to your downline or other Partners.
4.3 -Intellectual Property
Company will not allow the use of its trade names, trademarks, designs, symbols or any other sales aid by any person, including Partners, outside of Official Company Materials without prior written authorization from the Company. Furthermore, no Partner may use, publish, reproduce, advertise, sell, or display in any manner the name, picture or likeness, or voice of another Partner without prior written consent from the named Partner. This consent must be on file with Company’s Compliance department prior to any use.
4.4 –Web Policy
If a Partner desires to utilize an Internet web page to promote their business, they may do so through Company authorized services only.
It is your obligation to ensure your online marketing activities are truthful, are not deceptive, and do not mislead customers or potential Partners in any way. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will not be allowed. This may include representation in any manner that you are an authorized representative for Company such as spam linking (or blog spam), unethical search engine optimization (SEO) tactics, misleading click-through ads (i.e., having the display URL of a PPC campaign appear to resolve to an official Company corporate website when it goes elsewhere), unapproved banner ads, and unauthorized press releases. Company will be the sole determinant of truthfulness as to whether specific activities are misleading or deceptive.
4.5 –Domain Names and Email Addresses
- Domain Names, Email Addresses and Online Aliases
You cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from or is the property of the Company by showing up as the sender of an email.
Examples of the improper use include but are not limited to:
Examples of permitted URLs, email addresses, and online aliases might appear as follows: facebook.com/iloveVICBeauty; [email protected].
Determinations as to what could cause confusion, mislead or be considered deceptive is at the sole discretion of the Company. If you have a question whether your chosen name is acceptable, you may submit it to [email protected] for review before use.
- Approved Beauty Partner Websites
The term Partner Replicated Website refers to the Partner replicated website offered by Company or an approved vendor. The term Social Networking Website or Social Media Website refers to any site that is not specifically prohibited within the terms and conditions of this Agreement, which includes but is not limited to such sites as Facebook, Instagram, Pinterest, LinkedIn, Twitter, YouTube.com, personal blogs, etc.
- Online Classifieds
You may not use online classifieds (including Craigslist) to list, sell or promote specific Company products. You may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring, and informing the public about the Company opportunity provided you follow the other requirements of this Agreement such as identifying yourself as an independent representative of Company, only using approved images and versions of any trademarked logos and without using fraudulent or misleading product or income claims. If a link or URL is provided, it must link to your Partner Website or your Social Media website.
- Online Retailing
Approved affiliate websites are intended to provide the Partner with the tools and means for generating leads, prospecting business, communicating with others, selling products and services, and otherwise advancing your Company business. You may not sell Company products on any other online retail store or e-commerce site, nor may you enlist or knowingly allow a third party (customer) to sell Company products on any online retail store or e-commerce site.
Partners may use their own social networking profiles to advertise and promote their Company businesses and the Company products, and direct traffic to their respective Replicated Website or the Company corporate website. However, no actual sales of Company products may be processed on social networking profiles or groups and no pricing may be shown on an image or in the text of a post. Banner ads and images used on these sites must be current and must come from the Company approved library.
The sale of Company product on social media sites, third-party sites, or otherwise, as defined in this Section is not permitted. Third-party sites include but are not limited to: Amazon, eBay, Craigslist, and Facebook Marketplace. For further clarity between the distinction in social media sites and third-party sites Company reserves the right to be the ultimate decision maker in its sole discretion on such definitions either with or without a Partner requesting such review. In accordance with the particular site’s policies, Partners may only market product or the opportunity on such sites and direct any Customers or aspiring Partners to the Company corporate website or to a Partner’s created site that is permitted under these Policies.
- Banner Advertising
You may place banner advertisements on a website provided you use Company-approved templates and images. All banner advertisements must link to your Partner Website. You may not use blind ads or web pages that make non-compliant product or income claims that are ultimately associated with Company products or the Company business opportunity.
- Spam Linking
Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments you make on blogs, forums, guest books etc. must be unique, informative and relevant.
- Social Networking or Social Media Websites
Profiles you generate in any social community where you mention or discuss the Company must clearly identify you as a Partner and must appear as described herein. When you participate in those communities you 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 Company’s sole discretion, and offending Partners will be subject to disciplinary action and/or termination.
You agree that you will immediately take down a non-compliant site at the request of the Company. Appeals regarding compliance may be submitted after the site has been taken down. Appeals should be directed to the email address set forth in the policy addressing dispute resolutions.
- Separation from Personal or other Business Pages
Partners wishing to promote their Partner profile on social media are required to create unique and distinct pages, groups, channels, etc. from any personal account or other business account.
Their Partner social media accounts must be clearly labeled following the foregoing polices on identification as a Company Beauty Partner, all of the Partner’s social media accounts should follow a parallel naming convention for consistency, uniqueness, and ease of Customer use.
Company-dedicated accounts on social media may never be used to promote other business opportunities, other products or services, etc. A Partner may post suggestions to visit, like, or follow the business page on their personal page. A Partner may also post artwork or other tangential-to-business posts on their personal pages, but no enticements, ads, offers, non-Company product announcements, etc. may be posted on the personal pages.
The terms within this Section survive, and thus will be enforced, beyond the termination or cancellation of the Partner Agreement between the Partner and the Company, or any other reason for Partner no longer being associated with Company in the Company opportunity.
- Private Groups
Partners may wish to have “private” and/or “closed” social media groups, specifically Facebook Groups, for their particular Customers or for their particular downline. These groups are permitted as long as the groups are conducted and operated in a manner consistent with these Policies and all other agreements between Company and Partner. In order to create a particular social media group, the Partner organizing the group must inform Company’s Compliance Department by emailing [email protected] and invite Compliance to the individual group so that Company may monitor the contents of the group and ensure that these Policies are being appropriately followed. Compliance will not comment on, like, share, or otherwise interact with, a post within any specific group in which Compliance is a member. Compliance will review from time to time and make note of certain interactions or occurrences and notify the Company and Partner if any potentially questionable or otherwise violative activity takes place that could warrant disciplinary action under these Policies or other agreements between the Company and Partner. These monitoring features will also permit Compliance to notify a Partner on the front end of a potential issue as opposed to having to take more extreme measures on the back end.
Partners must verify that individuals being added to private or closed groups are, in fact, Company Customers. Such private or closed groups are limited to only those Partners and Customers within a particular upline or downline as that specific group is for the interaction between members of a team. If a Customer no longer is a Customer, in any regard, then the Customer must be removed from the group within 24 hours of the change. (i.e., Customer does not purchase product for twelve (12) months or Customer becomes a Partner under a different genealogy than the current group). Upon termination, either voluntary or involuntary, cancellation, dismissal, winding up the business or any other reason a Partner may no longer be involved with Company, the Partner must notify Compliance immediately of all accounts that would fall under this Section and category, post in the group that they are no longer associated with Company and will be disbanding the specific group, and then subsequently close and delete the group permanently. Once affiliation with Company is terminated, Partner may not use the specific group to contact anyone within that group or to market, promote, sell, or otherwise any other business opportunity in any capacity.
- Sponsored Links / Pay-Per-Click (PPC) Ads
Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to your Partner Website. The display URL must also be to your Partner Website and must not portray any URL that could lead the user to assume they are being led to a Company corporate website and must not be inappropriate or misleading in any way.
- External Websites
You are allowed external websites to promote your Company business and the Company opportunity. If you wish to use an external website you must do the following:
a.) Identify yourself as a Partner for the Company.
b.) Use only the approved images and wording authorized by the Company.
c.) Adhere to the branding, trademark, and image usage policies described in this Agreement.
d.) Agree to modify your website to comply with current or future Company policies.
You are solely responsible and liable for your own website content, messaging, claims, and information and must ensure your website appropriately represents and enhances the Company brand and adheres to all Company guidelines and policies. Additionally, your website must not contain disingenuous popup ads or promotions or malicious code. Decisions and corrective actions in this area are at Company’s sole discretion. You are encouraged to use the approved Company images that are available through the business suite.
As a Partner, you are an independent contractor as described in these Policies, but a Partner’s use of Company’s name, likeness, or other proprietary information can still be implied to be directed made by the Company. Accordingly, all Partners are made aware through these Policies and this Section that they are personally responsible for their online postings and all other online activity that relates to or can be imputed to Company, whether intended or not.
It is imperative that every Partner understand that even when interacting in their personal capacity, their actions can be imputed to Company due to using Company marks, products, or other related materials (i.e., a Company’s background photo on a social media site is Company related and a Partner posts something unrelated to the business as a Partner of Company, this can still be imputed to Company and would fall under this definition.)
Any posting that is false, misleading or deceptive is prohibited. A Partner shall not commingle any other business activity, sales, earnings or potential as these are considered deceptive and confusing.
In addition, Partners are responsible for all that is posted and should refrain from posting anything including but not limited to pictures, videos, music, writings, or any other tangible or intangible posting that is copyrighted, trademarked, or otherwise owned by another. Partners should be cognizant of the location that they receive materials and be aware of the repercussions of posting anything freely. This not only opens Partners to both scrutiny and potential litigation but also has a deleterious impact on other Partners and Company’s brand as a whole.
- Company Partner Image Mandate
When using a Social Media or external website it must contain:
a.) A Company Partner Logo from the approved templates.
b.) Your Name and Title (example: Jane Claudio, Beauty Partner, Company).
c.) A link to your Partner Replicated Website.
Although Company brand themes and images are desirable for consistency, anyone landing on your page needs to clearly understand that they are at a Partner site, and not a Company corporate page.
4.6 – Advertised Price
You may not advertise any of Company’s services at a price LESS than the highest company published price of the equivalent service. No special enticement advertising is allowed. This includes but is not limited to offers of free membership or other such offers that grant advantages beyond those available through the Company.
4.7 –Media and Media Inquiries
Partners must not initiate any interaction with the media or attempt to respond to media inquiries regarding the Company, its services, or their independent Company business. All inquiries by any type of media must be immediately referred to Company’s Compliance department. This policy is designed to ensure that accurate and consistent information is provided to the public, as well as a proper public image.
4.8 – Unsolicited Email Communication
Company does not permit Partners to send unsolicited emails unless such emails strictly comply with applicable laws and regulations, including, without limitation, the federal CAN SPAM Act. Any email sent by a Partner that promotes the Company, the Company opportunity, or Company products or services, must comply with the following:
- There must be a functioning return email address to the sender.
- There must be a notice in the email that advises the recipient that they may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).
- The email must include the Partner’s physical mailing address.
- The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
- The use of deceptive subject lines and/or false header information is prohibited.
- All opt-out requests, whether received by email or regular mail, must behonored. If a Partner receives an opt-out request from a recipient of an email, the Partner must forward the opt-out request to the Company. The Company may periodically send commercial emails on behalf of Partners. By entering into the Partner Agreement, Partner agrees that the Company may send such emails and that the Partner’s physical and email addresses will be included in such emails as outlined above. Partners shall honor opt-out requests generated as a result of such emails sent by the Company. Except as provided in this section, Partners may not use or transmit unsolicited faxes or use an automatic telephone dialling system relative to the operation of their Company businesses.
SECTION 5 – OPERATING A VIC BEAUTY BUSINESS.
5.1 – Business Entities
A corporation, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a Company Partner by submitting a Company Business Entity Application and Agreement along with its Certificate of Incorporation, Articles of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to the Company. A Company business may change its status under the same sponsor from an individual to a partnership, corporation or trust or from one type of entity to another. To do so, the Partner(s) must provide the Entity Documents to the Company. The Partner Application must be signed by all of the shareholders, partners or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to the Company.
5.1.1 – Changes to a Business Entity
Each Partner must immediately notify the Company of any changes to the type of business entity they utilize in operating their Company business, and the addition or removal of business associates. A Company business may change its status under the same sponsor from an individual to a partnership, corporation or trust, or from one type of entity to another. The Partner Agreement form must be signed by all of the shareholders, partners, or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to the Company.
5.1.2 – Change Of Sponsor
To protect the integrity of all marketing organizations and safeguard the hard work of all Partners, the Company rarely allows changes in sponsorship, with the rare exception of direct line changes (meaning placement is not affected). A direct line change request must be made by submitting a completed Sponsor Change Request Form within a seven (7) day period from the date of enrollment, and must come from the current listed sponsor.
5.1.3 – Change Of Placement
A request for change of placement must be submitted within seven (7) days of the date of enrollment and must be requested by the current listed sponsor. A Partner can only be moved inside of the same sponsor’s organization. If approved, a Partner is placed in the first available open bottom position on the date that the change is made. Partners who have earned commissions or achieved rank are not eligible for placement changes. Please note that decisions made for any change request (sponsor or placement) are at the sole discretion of the Company.
5.2 – Unauthorized Claims and Actions
5.2.1 – Indemnification
A Partner is fully responsible for all of their verbal and/or written statements made regarding the Company products or services and the Compensation Plan, which are not expressly contained in Official Company Materials. Partners agree to indemnify the Company and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by the Company as a result of the Partner’s unauthorized representations or actions. This provision shall survive the cancellation of the Partner Agreement.
5.2.2 –Endorsements of VIC Beauty Services
No claims as to any services offered by the Company may be made except those contained in Official Company Materials.
5.3 – Conflicts
5.3.1 – Non-Solicitations
A Company Partner may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities (collectively, “Network Marketing”). However, during the Term of this Agreement and for one (1) year thereafter, a Company Partner may not recruit any Company Partner or Customer for any other Network Marketing business, unless that Partner or Customer was personally sponsored by such Partner.
The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Partner or Customer to enroll or participate in any Network Marketing opportunity. This conduct represents recruiting even if the Partner’s actions are in response to an inquiry made by another Partner or Customer.
5.3.2 – Sale of Competing Goods or Services
During this Agreement and for six (6) months thereafter, Partners who have reached the rank of Vic Beauty Executive or above must not sell or attempt to sell, any competing non-Company products or services to Company Customers or Partners. Any program, product, service, or direct selling opportunity in the same generic categories as the Company products or services are deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.
If at the time of enforcement of any provision of Sections 5.3.1 or 5.3.2, a court shall hold that the duration, scope or area restriction of any provision herein is unreasonable under circumstances now or then existing, you and Company hereto agree that the maximum restricted period, scope or territory reasonable under the circumstances shall be substituted by the court for the stated duration, scope or area.
5.3.3 – Targeting Other Direct Sellers
Should Partners engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Company products or services, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a Partner alleging that they engaged in inappropriate recruiting activity of its sales force or Customers, the Company will not pay any of Partner’s defence costs or legal fees, nor will the Company indemnify the Partner for any judgment, award, or settlement.
5.3.4 – Privacy and Confidentiality
5.3.5- The Data Management Rule
The Data Management Rule ( the “Rule”) is intended to protect the Line of Sponsorship (LOS) for the benefit of all Partners, as well as the Company. LOS information is information compiled by the Company that discloses or relates to all or part of the specific arrangement of sponsorship within the Company business, including, without limitation, Partner lists, sponsorship trees, and all Partner information generated therefrom, in its present and future forms. The Company LOS, constitutes a commercially advantageous, unique, and proprietary trade secret (“Proprietary Information”), which it keeps proprietary and confidential and treats as a trade secret. Company is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by the Company and its Partners. Through this Rule, Partners are granted a personal, non-exclusive, non-transferable and revocable right by the Company to use Proprietary Information only as necessary to facilitate their business as contemplated under these Policies. The Company reserves the right to deny or revoke this right, upon reasonable notice to the Partner stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of the Company, such is necessary to protect the confidentiality or value of Proprietary Information. All Partners shall maintain Proprietary Information in strictest confidence and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof.
5.4 -Cross Sponsoring
Actual or attempted cross-group sponsoring is strictly prohibited. “Cross-group sponsoring” is defined as the enrollment, indirect or otherwise, of an individual or entity that already has a current customer number or Partner Agreement on file with the LOS. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, Federal Tax Identification Numbers or fictitious identification numbers to circumvent this policy is prohibited. This policy shall not prohibit the transfer of a Company business in accordance with the “Sale, Transfer or Assignment of the Company Business” Section of these Policies.
5.5 -Governmental Approval or Endorsement
Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Partners shall not represent or imply that the Company or its Compensation Plan have been “approved,” “endorsed,” or otherwise sanctioned by any government agency.
All Partners are required to provide their Social Security Number, Federal Employer Identification Number, or their Government Issued ID Number to the Company either on the Partner Agreement or at the Company’s request. Upon enrollment, the Company will provide a unique Partner Identification Number to the Partner by which they will be identified. This number will be used to place orders and track commissions and bonuses.
5.7 – Income Taxes
Every year, the Company will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident as required by the Internal Revenue Service (“IRS”). Each Partner is responsible for paying local, state and federal taxes on any income generated as a Partner. If a Company business is tax exempt, the Federal Tax Identification Number must be provided to the Company. Any Partner that does not provide a valid Social Security Number is subject to the federal backup withholding laws and 28% of their commissions and bonus will be withheld and submitted to the IRS.
5.8 – Independent Contractor Status
You are an independent contractor. You are not an agent, employee, partner, or joint venture with the Company. You may not represent yourself as anything other than a Partner. You have no authority to bind the Company to any obligation. You are responsible for paying your own self-employment taxes, federal income taxes and other taxes required by law. You must obey any federal, state, and local laws, as well as Company rules and regulations pertaining to your independent Company Business or the acquisition, receipt, holding, selling, distributing or advertising of Company’s products, services or opportunity.
Partners may not answer the telephone by saying “VIC Beauty,” “VIC Beauty, LLC” or by any other manner that would lead the caller to believe that they have reached the Company’s corporate offices. A Partner may only represent that they are a Company Partner. Therefore, all correspondence and business cards relating to or in connection with a Partner’s Company business shall contain the Partner’s name followed by the term “Partner.”
Paying for the services solely for the purpose of collecting bonuses or achieving rank is prohibited.
5.10 – Stacking
Stacking is the unauthorized manipulation of the Company compensation system and/or the marketing plan in order to trigger commissions or cause a promotion off a downline Partner in an unearned manner. One example of stacking occurs when a sponsor places participants under an inactive downline participant (who may not know or have any relationship with the clients) in order to trigger unearned qualification for commissioning. Another example of stacking is the manipulative placement of Partners within a downline organization in order to trigger a promotion. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of the Partner’s positions of all individuals found to be directly involved.
5.11 – One VIC Beauty Business per Partner
A Partner may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Company business. No individual may have, operate or receive compensation from more than one Company business. Individuals of the same family unit may each enter into or have an interest in their own separate Company businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.
5.12 – Succession
Upon the death or incapacitation of a Partner, their business may be passed to a designated heir(s). Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Whenever a Company business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Partner’s marketing organization provided the following qualifications are met. The successor(s) must:
- Execute a Beauty PartnerAgreement;
- Comply with terms and provisions of theAgreement;
- Meetall ofthe qualifications for the deceased Partner’s rank/status;
- Providethe Companywith an “address of record” to which all bonus and commission checks will be sent. Bonus and commission checks of a Company business transferred pursuant to this Section will be paid in a single check jointly to the successor(s).
- Form a business entity and acquire a Federal Taxpayer Identification Number, if the business is bequeathed to joint successors.Companywill issue all bonus and commission checks and one 1099 to the business entity.
5.13 – Sale, Transfer, or Assignment of a VIC Beauty Business
Although a Company business is a privately owned, independently operated business, the sale, transfer or assignment of a Company business is subject to certain limitations. A Company Partner may not sell or assign their rights or delegate their position as a Partner without prior written approval from the Company, as approval will not be unreasonably withheld. Any attempted sale, assignment, or delegation without such approval may be voided at the discretion of the Company. Additionally, the following criteria must be met:
- Prior to Company approval, the selling Partner must first offer their position to their upline Sponsor. The Sponsor shall have five (5) business days in which to accept the offer. If Sponsor accepts the offer, they must provide the Company with written notice. If the Sponsor declines the offer, the selling Partner may offer the position to another buyer.
- Protection of the existingLINE OF SPONSORSHIP (LOS)must always be maintained so that the Company business continues to be operated in that LOS;
- The buyer or transferee must become a qualified Company Partner. If the buyer is an active Partner, they must first terminate their Company business and wait six (6) calendar months before acquiring any interest in the new Company business;
- Before the sale, transfer, or assignment can be finalized and approved bythe Company, any debt obligations the selling Partner has with the Company must be satisfied; and
- The selling Partner must be in good standing and not in violation of any of the terms of the Agreementin order to be eligible to sell, transfer, or assign a Company business.
5.14 – Separation of a VIC Beauty Business
Company Partners sometimes operate their Company businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership, or trust (the latter three entities are collectively referred to herein 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 LOS. If the separating parties fail to provide for the best interests of other Partners and the Company in a timely fashion, the Company will involuntarily terminate the Partner Agreement.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
- One of the parties may, with consent of the other(s), operate theCompany business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners, or trustees authorize the Company to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee.
- The parties may continue to operate the Company business jointly on a “business-as-usual” basis, whereupon all compensation paid by the Company will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above. The Company will never remove a party to a position from a Partner account without that party’s written permission and signature. Under no circumstances will the downline organization of divorcing spouses or a dissolving business entity be divided. Under no circumstances will the Company split commission and bonus checks between divorcing spouses or members of dissolving entities. Company will recognize only one downline organization and will issue only one commission check per Company business per commission cycle. Commission checks shall always be issued to the same individual or entity. 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 in a timely fashion as determined by the Company, the Partner Agreement shall be involuntarily cancelled. If a former spouse has completely relinquished all rights in the original Company business pursuant to a divorce, they are thereafter free to enroll under any sponsor of their choosing without waiting six (6) calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six (6) calendar months from the date of the final dissolution before re-enrolling as a Partner. In either case, however, the former spouse or business affiliate shall have no rights to any Partners in their former organization or to any former customer. They must develop the new business in the same manner as would any other new Partner.
All Active Partners in good standing have the right to sponsor and enroll others into the Company opportunity. Each prospective customer or Partner has the ultimate right to choose their own Sponsor. If two Partners claim to be the Sponsor of the same new Partner or Customer, the Company shall regard the first application received by the Company as controlling.
SECTION 6 – RESPONSIBILITIES OF PARTNERS
6.1 – Change of Address, Telephone, Email-Address
To ensure timely communications, delivery of support materials and commission checks, it is critically important that the Company’s files are current. Partner’s planning to move or change their email address must submit an amended Partner Agreement complete with the new information.
6.2 – Sponsoring Partner Responsibilities
6.2.1 – Initial Training
Any Partner who sponsors another Partner into the Company opportunity must perform a bona fide assistance and training function to ensure that their downline is properly operating their Company business. Partners must provide the most current version of the Policies and Procedures, the Income Disclosure Statement, and the Compensation Plan to individuals whom they are sponsoring to become Partners before the applicant signs a Partner Agreement.
6.2.2 – Ongoing Training Responsibilities
Partners must monitor the Partners in their downline organizations to ensure that downline Partners do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every Partner should be able to provide documented evidence to the Company of their ongoing fulfilment of the responsibilities of a Sponsor.
6.3 – Non-Disparagement
Partners must not disparage, demean, or make negative remarks about the Company, other Company Partners, Company’s products or services, the Compensation plan, or Company’s owners, board members, directors, officers, or employees. Such conduct represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by the Company.
6.4 – Reporting Policy Violations
Partners observing a Policy violation by another Partner should submit a written report of the violation directly to the attention of the Company Compliance department, complete with all supporting evidence and pertinent information. It is important to understand that information that is submitted will be kept confidential.
SECTION 7 – AUTOMATIC BILLING
7.1 – Billing
The Partner Agreement is automatically renewed each year with a credit or debit card maintained on file with the Company. The Partner may make adjustments to their annual subscription in the back office of the Company website.
SECTION 8 –COMMISSIONS AND REFUND POLICY
8.1 – Bonus and Commission Qualifications
In order to qualify to receive commissions and bonuses, a Partner must be in good standing and comply with the terms of the Agreement and these Policies. A Partner will qualify to receive commissions and bonuses so long as they produce one personal membership sale each month or maintains a personal membership in good standing for himself/herself. A Partner is not required to maintain a personal membership but may do so if desired for purposes of this Section.
8.2 – Errors or Questions
If a Partner has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Partner must notify the Company in writing within 30 days of the date of the purported error or incident in question. Company will not be responsible for any errors, omissions, or problems not reported to the Company within 30 days.
8.3 – Bonus Buying Prohibited
Bonus buying is strictly and absolutely prohibited. Bonus buying includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of a Partner Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a Partner or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Partners or Customers (“phantoms”); (d) purchasing Company products or services on behalf of another Partner or Customer, or under another Partner’s or Customer’s ID number, to qualify for commissions or bonuses; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user consumers.
8.4 – Reports
All information provided by the Company, including but not limited to personal sales volume (“PSV”) (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including but not limited to the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments, Partner whose Partner Agreement is cancelled shall receive commissions and bonuses only for the last full pay period they worked prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
A Company participant has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address, or via email to the Company.
8.5 – Refund Policy
For both Customers and Partners alike, the Company offers a 30-day satisfaction guarantee on all initial fees paid to the company. All subsequent fees are nonrefundable. When a refund is requested the bonuses and commissions attributable to the refunded service will be deducted from said Partner who received bonuses or commissions on such sales. Partners will occur in the month in which the refund is given and continue every pay period thereafter until the commission is recovered.
SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.1 – Disciplinary Sanctions
Violation of the Agreement, these Policies, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive, or unethical business conduct or any act or omission by a Partner that, in the sole discretion of the Company, may damage its reputation or goodwill (such damaging act or omission need not be related to the Partner’s Company business), may result, at Company’s sole discretion, in one or more of the following corrective measures:
- Issuance of a written warning oradmonition;
- Requiring the Partner to take immediate correctivemeasures;
- Imposition of a fine, which may be withheld from bonus and commissionchecks;
- Loss of rights to one or more bonus and commissionchecks;
- Withholding from a Partner all or part of the Partner’s bonuses and commissions during the period thatthe Companyis investigating any conduct allegedly contrary to the Agreement. If a Partner’s business is cancelled for disciplinary reasons, the Partner will not be entitled to recover any commissions withheld during the investigation period;
- Suspension of the individual’s Partner Agreement for one or more payperiods;
- Involuntary termination of the offender’s PartnerAgreement;
- Any other measure expressly allowed within any provision of the Agreement or whichthe Companydeems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Partner’s policy violation or contractual breach;
- Instituting legal proceedings for monetary and/or equitable relief. Each violation is reviewed on a case-by-case basis, and all disciplinary actions are at the sole discretion ofthe Company.
9.2 –Dispute Resolution
THIS PROVISION CONTAINS AN AGREEMENT THAT AFFECTS HOW CLAIMS A PARTNER MAY HAVE AGAINST THE COMPANY, OR CLAIMS THE COMPANY MAY HAVE AGAINST A PARTNER, WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE PARTNER AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE PARTNER AGREEMENT OR THE PARTNER AGREEMENT AS A WHOLE. CONSIDERATION FOR THIS DISPUTE RESOLUTION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO ARBITRATE CLAIMS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE PARTNER AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION IS UNENFORCEABLE. THE FEDERAL ARBITRATION ACT (“FAA”) SHALL GOVERN THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION WITHOUT GIVING EFFECT TO ANY LAW TO THE CONTRARY.
Although the Partner Agreement is made and entered into between the Partner and the Company, Company affiliates, owners, members, managers and employees (“Related Parties”) are intended third-party beneficiaries of the Partner Agreement for purposes of the provisions of the Partner Agreement referring specifically to them, including this agreement to negotiate, mediate, and arbitrate. The parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between the Partner and the Company, and the parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the other parties.
Any controversy, claim or dispute of whatever nature arising between Partner, on the one hand, and the Company and/or the Related Parties on the other, including but not limited to those arising out of or relating to the Partner Agreement including these Policies or the breach thereof, the sale, purchase or use of the Company services, or the commercial, economic or other relationship of Partner and Company and/or the Related Parties (for purposes of this Section, each a “party”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), and any Dispute as to the arbitrability of a matter under this provision, shall be settled through negotiation, mediation or arbitration, as provided herein.
If a Dispute arises, the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved party setting forth the subject of the Dispute and the relief sought by the party providing the Dispute Notice, and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the parties shall confer either in person at a mutually acceptable time and place or by telephone or other electronic means such as videoconferencing, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any party may submit the Dispute to JAMS for mediation by providing notice of such request to all other concerned parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone or other electronic means such as videoconferencing, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control.
Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator or, for Disputes in excess of $2 million, a panel of three arbitrators, in the City of Vernon in the State of California, United States of America, in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS, Inc. No party may commence Arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no party shall be obligated to continue to participate in negotiation or mediation if the parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any party or such longer period as may be agreed by the parties. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as an arbitrator in the case. The parties understand and agree that if the arbitrator or arbitral panel awards any relief that is inconsistent with the Limitation of Liability provision in this Section herein, such award exceeds the scope of the arbitrator’s or the arbitral panel’s authority, and any party may seek a review of the award in the exclusive jurisdiction and venue of the courts of the State of California, residing in the City of Vernon.
Notwithstanding the foregoing, venue and jurisdiction for any claims or disputes arising under or relating to the Partner Agreement brought by residents of Louisiana shall be established pursuant to Louisiana law.
- Class Action Waiver
THE NEGOTIATION, MEDIATION OR ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR OR ARBITRAL PANEL SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER REPRESENTATIVE ACTION.
To the fullest extent allowed by law: 1) the costs of negotiation, mediation and arbitration, including fees and
expenses of any mediator, arbitrator, JAMS, or other persons independent of all parties acting with the consent of the parties to facilitate settlement, shall be shared in equal measure by Partner, on the one hand, and the Company and any Related Parties involved on the other, except where applicable law requires that the Company bear any costs unique to arbitration (which Company shall bear); and 2) the arbitrator or arbitral panel or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority as described in this Section, the court, shall award reasonable costs and attorneys’ fees to the person or entity that the arbitrator, arbitral panel, or court finds to be the prevailing party; provided, however, that if fees are sought under a statute or rule that sets a different standard for awarding fees or cots, then that statute or rule shall apply.
Nothing in these Policies shall prevent the Company from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect the Company’s interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
9.3 – Governing Law, Jurisdiction, and Venue
Any party may seek specific performance, and any party may seek to compel the other party to comply with this Dispute Resolution Section by petition to any court of competent jurisdiction. For purposes of any provisional or equitable relief sought under this Section, the parties consent to exclusive jurisdiction and venue in the courts of the State of California residing in the City of Vernon, or the United States District Court for the Central District of California. The pendency of mediation or arbitration shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending.
SECTION 10 – WARRANTIES AND LIMITATIONS OF LIABILITY
10.1- Warranty; Disclaimer
Company warrants to Partners that the Company products and services as and when delivered by the Company shall be free from material defects. Company’s sole obligation to Partners, and Partners’ sole and exclusive remedy, for breach of this warranty shall be to return any defective Company products and receive a replacement or refund as described in Section 8.5.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE COMPANY PRODUCTS OR SERVICES, THE SALES PROGRAM, COMPANY MARKETING MATERIALS, COMPANY BUSINESS SUPPLIES, AND ANY OTHER SUBJECT MATTER OF THE PARTNER AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR COMPLETENESS OF CONTENT, RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, AND CORRESPONDENCE TO DESCRIPTION.
10.2 –Limitation of Liability
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL A PARTNER OR THE COMPANY (INCLUDING ANY OF ITS RELATED PARTIES (AS DEFINED IN SECTION 9) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE PARTNER AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO THE COMPANY SERVICES, THE PROGRAM, COMPANY MARKETING MATERIALS OR COMPANY BUSINESS SUPPLIES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTNER OR THE COMPANY (OR ANY OF ITS RELATED PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT GIVE EFFECT TO LIMITED LIABILITY OR EXCULPATORY CLAUSES, THIS PROVISION IS NOT APPLICABLE. IN JURISDICTIONS THAT ALLOW FOR EXCULPATORY OR LIMITED LIABILITY CLAUSES IN A LIMITED MANNER, THIS PROVISION IS APPLICABLE TO THE FULLEST EXTENT ALLOWED BY THE LAW OF SUCH JURISDICTION.
SECTION 11 – EFFECT OF CANCELLATION
11.1- Effect of Cancellation and Termination
So long as a Partner remains active and complies with the terms of the Partner Agreement and these Policies, Company shall pay commissions to such Partner in accordance with the Compensation Plan. A Partner’s bonuses and commissions constitute the entire consideration for the Partner’s efforts in generating sales and all activities related to generating sales (including, but not limited to, building a downline organization). Following a Partner’s non-continuation of their Partner Agreement, cancellation for inactivity, or voluntary or involuntary cancellation (termination) of their Partner Agreement (all of these methods are collectively referred to as “Cancellation”), the former Partner shall have no right, title, claim or interest to the downline organization which they operated, or any commission or bonus from the sales generated by the organization. Partners waive any and all rights, including, but not limited to, property rights, in the downline which they may have had. Following a Partner’s cancellation of their Partner Agreement, the former Partner shall not hold him or herself out as a Company Partner and shall not have the right to sell Company products or services. A Partner whose Partner Agreement is cancelled shall receive commissions and bonuses only for the last full pay period they worked prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
A Company participant has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address, or via email to the Company. The written notice must include the Partner’s signature, printed name, address, and Partner ID Number.
A Partner may also voluntarily cancel their Partner Agreement by failing to pay the renewal fee. Partners have a 60-day grace period to become compliant following the failure to pay the administrative renewal fee.
SECTION 12 – DEFINITIONS
AGREEMENT: The contract between the Company and each Partner; includes the Partner Agreement, the Company Policies and Procedures, and the Company Compensation Plan, all in their current form and as amended from time to time by the Company in its sole discretion. These documents are collectively referred to as the “Agreement.”
CANCEL: The termination of a Partner’s business. Cancellation may be either voluntary, involuntary, or through non-renewal.
COMPENSATION PLAN: The guidelines and referenced literature for describing how Partners can generate commissions and bonuses.
CUSTOMER: A Customer who purchases Company products or services and does not engage in building a business or selling the service and does not complete a Partner Agreement Application.
PARTNER: An individual who completes the Partner Agreement Application, pays the $49 enrollment fee, and generates sales and business building commissions.
LINE OF SPONSORSHIP (LOS): A report generated by the Company that provides critical data relating to the identities of Partners, sales information, and enrollment activity of each Partner’s organization. This report contains confidential and trade secret information which is proprietary to the Company.
ORGANIZATION: The Customers and Partners placed below a particular Partner.
OFFICIAL COMPANY MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by the Company to Partners.
PLACEMENT: Your position inside your Sponsor’s organization.
RECRUIT: For purposes of Company’s Conflict of Interest Policy, the term “Recruit” means the actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Company Partner or Customer to enroll or participate in another multilevel marketing, network marketing, or direct sales opportunity.
SPONSOR: A Partner who enrolls a Customer or another Partner into the Company, and is listed as the Sponsor on the Partner Agreement. The act of enrolling others and training them to become Partners is called “sponsoring.”
UPLINE: This term refers to the Partner or Partners above a particular Partner in a sponsorship line up to the Company. It is the line of sponsors that links any particular Partner to the Company.
Last Revised: April 24, 2021