Brokers Terms, Conditions, Policies and Procedures
STATEMENT OF TERMS, CONDITIONS, POLICIES, & PROCEEDURES
Revised May 16, 2022
STATEMENT OF TERMS & CONDITIONS................................................................................................................................ 1
SECTION 1 - CORPORATE MISSION STATEMENT........................................................................................................................... 4
SECTION 2 – INTRODUCTION........................................................................................................................... 4
- – Terms, Conditions, Policies and Procedures, Broker Contract and Compensation Plan Incorporated into Broker Agreement 4
- - Purpose of Policies 4
- - Changes to the Agreement 4
- - Delays 5
- - Policies and Provisions Severable 5
- - Waiver 5
SECTION 3 - BECOMING A BROKER........................................................................................................................... 5
- - Requirements to Become a Broker 5
- - Technology Package and Product Purchases 5
- - Broker Benefits 6
- - Term and Renewal of Your Independent Broker Vitamin Patch Business 6
SECTION 4 - OPERATING AN INDEPENDENT BROKER INTERNATIONAL BUSINESS........................................................................................................................... 6
- - Broker Created Marketing Methods and Tools 6
- - Advertising 6
- - Online Conduct 9
- - Bonus Buying Prohibited 12
- - Business Entities 13
- - Changes to a Business Entity 13
- - Change of Recruitment 13
- – Waiver of Claims 14
- - Unauthorized Claims and Actions 15
- - Repackaging and Re-labeling Prohibited 16
- - Commercial Outlets 16
- - Trade Shows, Expositions and Other Sales Forums.................. 16
- - Conflicts of Interest....................................................................... 16
- - Targeting Other Brokers............................................................... 18
- - Cross-Recruiting.............................................................................. 18
- - Errors or Questions........................................................................ 19
- - Governmental Approval or Endorsement.................................. 19
- - Holding Applications or Orders.................................................... 19
- - Identification.................................................................................... 19
- - Income Taxes.................................................................................. 19
- - Independent Contractor Status................................................... 19
- - Insurance......................................................................................... 20
- - International Marketing................................................................. 20
- - Inventory Loading........................................................................... 20
- - Adherence to Laws and Ordinances............................................ 20
- - Minors.............................................................................................. 20
- - One Company Per Broker.............................................................. 20
- - Actions of Household Members or Affiliated Individuals......... 21
- - Requests for Records..................................................................... 21
- - Sale, Transfer or Assignment of an Independent Broker’s Business............................................................................................. 21
- - Separation of The Vitamin Patch Business................................. 21
- - Recruiting......................................................................................... 22
- - Succession....................................................................................... 23
- - Telemarketing Techniques............................................................ 23
- - Back Office Access.......................................................................... 24
- - Change of Address, Telephone, and E-Mail Addresses............... 24
- - Continuing Development Obligations........................................... 24
- - Product Sales.................................................................................... 25
- - No Territory Restrictions................................................................. 25
- - Sales Receipts................................................................................... 26
- - Bonus and Commission Qualifications.......................................... 26
- - Adjustment to Bonuses and Commissions................................... 26
- - Reports............................................................................................... 26
- - Product Guarantee........................................................................... 27
- - Returns by Retail Customers........................................................... 27
- - Return of Inventory and Sales Aids by Brokers Upon Cancellation 28
- - Procedures for All Returns............................................................... 28
- - Disciplinary Sanctions...................................................................... 28
- - Grievances and Complaints............................................................ 29
- - Mediation.......................................................................................... 29
- - Arbitration.......................................................................................... 29
- - Governing Law, Jurisdiction and Venue........................................ 30
SECTION 10 - PAYMENT AND SHIPPING..................................................... 30
- - Returned Checks............................................................................ 30
- - Restrictions on Third Party Use of Credit Cards and Checking Account Access................................................................................. 31
- - Sales Taxes...................................................................................... 31
- - Effect of Cancellation.................................................................... 31
- - Cancellation Due to Inactivity...................................................... 31
- - Involuntary Cancellation............................................................... 32
- - Voluntary Cancellation.................................................................. 32
- - Non-renewal................................................................................... 32
The Vitamin Patch is a company dedicated to offering the finest quality, all-natural topical patches that provide maximum effectiveness for nutritional supplements.
2.1 – Terms, Conditions, Policies and Procedures, Broker Contract and the Commission and Bonus schedule are Incorporated into the Broker Agreement
These Terms, Conditions, Policies and Procedures, in their present form and as amended at the sole discretion of The Vitamin Patch, LLC. (hereafter “The Vitamin Patch” or the “Company”), are incorporated into, and form an integral part of, The Vitamin Patch Independent Broker Agreement. Throughout these Policies, when the term “Agreement” or “Broker Agreement” is used, it collectively refers to The Vitamin Patch Broker Contract, Commission and Bonus Schedule, and these Policies and Procedures. These documents are incorporated by reference into The Vitamin Patch Broker Agreement (all in their current form and as amended by The Vitamin Patch. It is the responsibility of each Broker (hereafter “Broker”) to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When enrolling a new Broker, it is the responsibility of the Managing Broker to ensure that the applicant is provided with, or has online access to, the most current version of these Policies and Procedures prior to his or her execution of the Broker Contract and Commission and Bonus Schedule.
2.2 - Purpose of Policies
The Vitamin Patch is a manufacturing company that markets its products online, through approved affiliates and through retail stores via Retail / Wholesale Brokers. It is important to understand that your success and the success of your fellow Brokers depends on the integrity of the men and women who market our products. To clearly define the relationship that exists between Brokers and Company, and to explicitly set a standard for acceptable business conduct, Company has established the Agreement.
Company Brokers are required to comply with all of the Terms and Conditions set forth in the Agreement, as well as all federal, state, and local laws governing their Company business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this manual carefully. It explains and governs the relationship between you, as an independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from the Company at Broker@thevitaminpatch.com.
2.3 - Changes to the Agreement
Company reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By executing the Broker Contract, a Broker agrees to abide by all amendments or modifications that Company elects to make. Amendments shall be effective 30 days after publication of notice that the Agreement has been modified. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company’s official Broker web site; (2) electronic mail (e-mail); (3) posting in Brokers’ back-offices; (4) inclusion in Company periodicals; (5) inclusion in product orders or bonus checks; or (6) special mailings. The continuation of a Broker’s Vitamin Patch business, the acceptance of any benefits under the Agreement, or a BROKER’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.
2.4 - 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, and fire, and death, curtailment of a party’s source of supply, or government decrees or orders.
2.5 - 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. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.
2.6 - Waiver
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 Broker 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.
Company’s waiver of any particular breach by a Broker shall not affect or impair Company’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Broker. Nor shall any delay or omission by Company to exercise any right arising from a breach affect or impair Company’s rights as to that or any subsequent breach. The existence of any claim or cause of action of a Broker against Company shall not constitute a defense to Company’s enforcement of any term or provision of the Agreement.
SECTION 3 - BECOMING A BROKER
3.1 - Requirements to Become a Broker
To become a Broker, each applicant must:
- Be at least 18 years of age;
- Reside in the United States, a S. Territory, or any country the Company has officially announced is open for business;
- Provide Company with his or her valid Social Security or Federal Tax ID number;
- Purchase Company online technology Package (optional for residents of North Dakota); and
- Execute a properly completed Broker Application and Contract to Company via company online Contracting system.
Company reserves the right to accept or reject any Broker Application and Contract for any reason or for no reason.
3.2 – Technology Package and Product Purchases
There will be no charge to access the Broker ecommerce replicated website and administrative back office, no person is required to purchase Company products, services or sales aids, or to pay any charge or fee to become a Broker. In order to familiarize new Brokers with Company products, services, sales techniques, sales aids, and other matters, the Company requires that the broker complete product training within 30-days of executing their broker agreement. Failure to complete the required training will result in suspension of access to the Broker replicated site and the Brokers administrative back Office. Company will repurchase resalable products from any Broker who terminates his or her Broker Agreement pursuant to the terms outlined in the commission and bonus schedule.
3.3 - Broker Benefits
Once a Broker Application and Agreement has been accepted by Company, the benefits of the Broker Agreement are available to the new Broker. These benefits include the right to:
- Sell Company products;
- Participate in the Company Compensation plan;
- Recruit other individuals as Brokers into the Company business and thereby, build a Broker Management Group;
- Receive periodic literature and other Company communications;
- Participate in Company-Recruitment support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and
- Participate in promotional and incentive contests and programs by Company for its Brokers
3.4 - Term and Renewal of Your Independent Company Business
The term of the Broker Agreement is perpetual subject to its continued acceptance by Company (subject to prior termination or reclassification pursuant to Section 11).
SECTION 4 - OPERATING AN INDEPENDENT COMPANY INTERNATIONAL BUSINESS
4.1 - Broker Created Marketing Methods and Tools
Brokers shall not offer the Company opportunity through, or in combination with, any other system, program, sales tools, or method of marketing other than that specifically set forth in official Company literature. Brokers shall not require or encourage other current or prospective Customers or Brokers to participate in Company in any manner that varies from the program as set forth in official Company literature. Brokers shall not require or encourage other current or prospective Customers or Brokers to execute any agreement or contract other than official Company agreements and contracts in order to become a Company Broker. Similarly, Brokers shall not require or encourage other current or prospective Customers or Brokers 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 literature.
4.2 - Advertising
4.2.1 - General
All Brokers shall safeguard and promote the good reputation of Company and its products. The marketing and promotion of Company, the Company opportunity, 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.
To promote both the products and the tremendous opportunity Company offers, Brokers should use the sales aids, business tools and support materials produced by Company. The rationale behind this requirement is simple. The Company has carefully designed its products, product labels, and promotional materials to ensure that they are promoted in a fair and truthful manner, that they are substantiated, and that the materials comply with the legal requirements of federal and state laws
Accordingly, Brokers may only advertise or promote their Company business using approved tools, templates or images acquired through the Company. No approval is necessary to use these approved tools. If a Broker wishes to design his or her own online or offline marketing materials of any kind, the proposed designs must be submitted to the Company advertising department (firstname.lastname@example.org) for consideration and inclusion in the template/image library. Unless the BROKER receives specific written approval from Company to use such tools, the request shall be deemed denied. Go to the promotions tab in your back office for guidelines and to access available banner ads.
Brokers may not sell sales aids to other Company Brokers. Therefore, Brokers who receive authorization from Company to produce their own sales aids may not sell such material to any other Company Broker. Brokers may make approved material available to other Brokers free of charge if they wish, but may not charge other Company Brokers for the material. Company further reserves the right to rescind approval for any sales tools, promotional materials, advertisements, or other literature, and Brokers waive all claims for damages or remuneration arising from or relating to such rescission.
4.2.2 - Trademarks and Copyrights
The name of Company and other names as may be adopted by Company are proprietary trade names, trademarks and service marks of Company (collectively “marks”). As such, these marks are of great value to Company and are supplied to Brokers for their use only in an expressly authorized manner. Company will not allow the use of its trade names, trademarks, designs, or symbols, or any derivatives of such marks, by any person, including Company Brokers, in any unauthorized manner without its prior, written permission.
The content of all Company Recruiting events is copyrighted material. Brokers may not produce for sale or distribution any recorded Company events and speeches without written permission from Company. Nor may Brokers reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.
As an independent Broker, you may use the Company name in the following manner
The Vitamin Patch Broker
Brokers may not use the names “The Vitamin Patch”, “The Vitamin Patch International”, or “The Vitamin Patch LLC” in any form in a team name, a tagline, an external website name, a personal website address or extension, in an e-mail address, as a personal name, or as a nickname. For example, a Broker may not secure the domain name www.buythevitaminpatch.com, nor may a Broker create an email address such as email@example.com or firstname.lastname@example.org. Additionally, a Broker may only use the phrase The Vitamin Patch Independent Broker in telephone greetings or on an answering machine to clearly separate the Broker’s independent Vitamin Patch business from The Vitamin Patch.
4.2.3 - Media and Media Inquiries
Brokers must not attempt to respond to media inquiries regarding Company, its products, or their independent Company businesses. All inquiries by any type of media must be immediately referred to Company. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.
4.2.4 - Unsolicited Email
Company does not permit Brokers to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by a Broker that promotes Company, the Company opportunity, or Company products 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 he or she 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 Broker’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 be honored.
If a Broker receives an opt-out request from a recipient of an email, the Broker must forward the opt-out request to the Company. Company may periodically send commercial emails on behalf of Brokers. By entering into the Broker Agreement, Broker agrees that the Company may send such emails and that the Broker’s physical and email addresses will be included in such emails as outlined above. Brokers shall honor opt-out requests generated as a result of such emails sent by the Company.
4.2.5 - Unsolicited Faxes
Except as provided in this section, Brokers may not use or transmit unsolicited faxes or use an automatic telephone dialing system relative to the operation of their Company businesses. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers. The terms "unsolicited faxes" means the transmission via telephone facsimile of any material or information advertising or promoting Company, its products, its Compensation Plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail:
(a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Broker has an established business or personal relationship. The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two-way communication between a Broker and a person, on the basis of:
(a) an inquiry, application, purchase or transaction by the person regarding products offered by such Broker; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.
4.2.6 – Telephone Directory Listings
Brokers may list themselves as a “The Vitamin Patch Independent Broker” in the white or yellow pages of the telephone directory, or with online directories, under their own name. No Broker may place telephone or online directory display ads using Company's name or logo. Brokers may not answer the telephone by saying “The Vitamin Patch”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Company. If a Broker wishes to post his or her name in a telephone or online directory, it must be listed in the following format:
The Vitamin Patch Independent Broker
4.2.7 – Television and Radio Advertising
Brokers may not advertise on television or radio except with Company’s express written approval.
4.2.8 – Advertised Prices
Brokers may not create their own marketing or advertising materials offering any Company products at a price less than
the current suggested retail price and applicable taxes.
4.3 – Online Conduct
4.3.1 – BROKER Replicated Websites
Brokers are provided with a replicated website by Company, from which they can take orders, enroll new Brokers, as well as manage their Company business. Brokers may use only replicated websites provided by Company to promote their Company business, and may not create their own websites to directly or indirectly promote Company’s products, services, or the Company opportunity.
The Replicated Websites facilitate the online buying experience for Brokers’ customers and enrollments of new Brokers.
There is a nominal monthly charge for the Replicated Website. Brokers may not add content to their Replicated Websites.
Brokers may not alter the branding, artwork, look, or feel of their Replicated Websites, and may not use their Replicated Websites to promote, market or sell non-Company products, services or business opportunities. Specifically, a Broker may not alter the look (placement, sizing etc.) Or functionality of the following:
- The Company Independent Broker Logo
- The Broker’s Name
- Company Corporate Website Redirect Button
- Artwork, logos, or graphics
- Original text
Because Replicated Websites reside on the www.thevitaminpatch.com domain, Company reserves the right to receive analytics and information regarding the usage of your website.
By default, a Broker’s Company Replicated Website URL is www.thevitaminpatch.com/<BROKER USERNAME>.The Broker must choose a uniquely identifiable website name that cannot:
- Be confused with other portions of the Company corporate website;
- Confuse a reasonable person into thinking they have landed on a Company corporate page;
- Be confused with any Company name;
- Contain any discourteous, misleading, or off-color words or phrases that may damage Company’s image.
4.3.2 – Domain Names, Email Addresses, and Online Aliases
Brokers shall not use or register “Company”, or any of Company’s trademarks, product names, or any derivative thereof, for any Internet domain name, email address, or online aliases. Additionally, a Broker 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 Company.
4.3.3 - Linking
When directing readers to a Company Replicated Website it must be evident from a combination of the link and the surrounding context that the link will be resolving to the site of an Company Broker. Attempts to mislead web traffic into believing they are going to a Company corporate site, when in fact they land at a Broker’s Replicated Website will not be allowed. The determination as to what is misleading or what constitutes a reasonable reader will be at Company’s sole discretion.
4.3.4 - Monetizing Replicated Websites
Brokers may not monetize their Replicated Website through affiliate programs, adsense or similar programs.
4.3.5 - Online Classifieds
Brokers may not use online classifieds (including Craigslist) to list, sell or retail specific Company products or product bundles. Brokers may use online classifieds (including Craigslist) for prospecting, recruiting, Recruiting and informing the public about the Company business opportunity, provided Company-approved templates/images are used. These templates will identify the Broker as an Independent Company Broker. If a link or URL is provided, it must link to the Broker’s Replicated Website.
4.3.6 - ebay / Online Auctions
Company’s products and services may not be listed on ebay or other online auctions, nor may Brokers enlist or knowingly
allow a third party to sell Company products on ebay or other online auction.
4.3.7 - Online Retailing
Brokers may not list or sell Company products on any online retail store or ecommerce site, nor may a Broker enlist or knowingly allow a third party to sell Company products on any online retail store or ecommerce site.
4.3.8 - Banner Advertising
Brokers may place banner advertisements on a website provided the Broker uses Company-approved templates and
images. All banner advertisements must link to a Broker’s Replicated Website. Brokers may not use blind ads (ads that do not disclose the identity of the Company) or web pages that make product or income claims that are ultimately associated with Company products or the Company opportunity.
4.3.9 - 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 that a Broker makes on blogs, forums, guest books etc.
Must be factual, unique, informative and relevant.
4.3.10 - Digital Media Submission (YouTube, itunes, Pinterest, photobucket, etc.)
Brokers may upload, submit or publish Company-related video, audio or photo content that they develop and create so long as it aligns with Company values, contributes to the Company community greater good and is in compliance with Company’s Policies and Procedures. All submissions must clearly identify the submitter as an Independent Company Broker in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that the submitter is solely responsible for this content. Brokers may not upload, submit or publish any content (video, audio, presentations or any computer files) received from Company or captured at official Company events or in buildings owned or operated by Company without prior written permission.
4.3.11 – Recruiting Links / Pay-Per-Click (PPC) Ads
Recruiting links or pay-per-click ads (PPC) are acceptable. Both the destination and display URL must be directed to the Recruiting Broker’s Replicated Website. Neither destination nor display URL’s may portray or be masked in such a way that the URL could lead the user to believe they are being directed to a Company Corporate site, or otherwise be inappropriate or misleading in any way.
4.3.12 - Social Media
Social Media may be used by Brokers to share information about the Company business opportunity and for prospecting and Recruiting. Social Media sites may not be used to sell or offer to sell specific Company products or services. Profiles a Broker generates in any social community where Company is discussed or mentioned must clearly identify the Broker as The Vitamin Patch Independent Broker, and when a Broker participates in those communities, Brokers 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 Brokers will be subject to disciplinary action outlined in section 9. Banner ads and images used on these sites must be current and must come from the Company approved library. If a link is provided, it must link to the posting Broker’s Replicated Website.
Brokers may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Brokers create or leave must be useful, unique, relevant and specific to the blog’s article.
Brokers who elect to use Social Media must adhere to the Policies and Procedures in all respects and particularly the following Social Media rules.
184.108.40.206 - Brokers Are Responsible for Postings
Brokers are personally responsible for their postings and all other online activity that relates to Company. Therefore, even if a Broker does not own or operate a blog or Social Media site, if a Broker posts to any such site that relates to Company or which can be traced to Company, the Broker is responsible for the posting. Brokers are also responsible for postings which occur on any blog or Social Media site that the Broker owns, operates, or controls.
220.127.116.11 - Identification as an Independent Company BROKER
Brokers must disclose their full names on all Social Media postings, and conspicuously identify themselves as The Vitamin Patch Independent Brokers. Anonymous postings or use of an alias is prohibited.
18.104.22.168 - Social Media as a Sales and Promotion Forum
Social Media sites are relationship-building sites. While building relationships is an important part of the sales process, Social Media sites may not be used as a direct medium for generating sales or explaining the Company income opportunity. Online sales may only be generated from a Broker’s Company replicated website. Likewise, Brokers shall not use any Social Media site to explain the Company Compensation Plan or any component of the Compensation Plan.
22.214.171.124 - Deceptive Postings
Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Company income opportunity, Company’s products and services, and/or a Broker’s biographical information and credentials.
126.96.36.199 - Use of Third Party Intellectual Property
If a Broker uses the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is the Broker’s responsibility to ensure that he or she has received the proper license to use such intellectual property and pay the appropriate license fee. All third-party intellectual property must be properly referenced as the property of the third-party, and Brokers must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.
188.8.131.52 - Respecting Privacy
Brokers must always respect the privacy of others in their postings. Brokers must not engage in gossip or advance rumors about any individual, company, or competitive products or services. Brokers may not list the names of other individuals or entities on their postings unless they have the written permission of the individual or entity that is the subject of their posting.
184.108.40.206 - Professionalism
Brokers must ensure that their postings are truthful and accurate. This requires that Brokers fact-check all material they post online. Brokers should also carefully check their postings for spelling, punctuation, and grammatical errors. Use of offensive language is prohibited.
220.127.116.11 - Prohibited Postings
Brokers may not make any postings, or link to any postings or other material that:
- Is sexually explicit, obscene, or pornographic;
- Is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
- Is graphically violent, including any violent video game images;
- Is solicitous of any unlawful behavior;
- Engages in personal attacks on any individual, group, or entity; or
- Is in violation of any intellectual property rights of the Company or any third party
18.104.22.168 - Responding to Negative Posts
Brokers should not converse with anybody who places a negative post against the BROKER, other independent Brokers, or Company. Negative posts should be reported to the Company at email@example.com. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high-standards as Company, and therefore damages the reputation and goodwill of Company.
22.214.171.124 - Social Media Sites with Website Like Features
Because some social media sites are particularly robust, the distinction between a social media site and a website may not be clear cut. Company therefore reserves the sole and exclusive right to classify certain social media sites as websites and require that Brokers using, or who wish to use, such sites adhere to the Company’s policies relating to independent websites.
126.96.36.199 - Cancellation of the Agreement
If a Broker’s Agreement is cancelled for any reason, the former Broker must discontinue using the Company name, and all of Company’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that the former Broker utilizes. If a former Broker posts on any Social Media site on which he or she previously identified himself or herself as an independent Company Broker, the former Broker must conspicuously disclose that he or she is no longer an independent Company Broker.
4.4 - 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 an Independent Broker Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a Broker or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Brokers or Customers (“phantoms”); (d) Purchasing Company products on behalf of another Broker or Customer, or under another Broker’s I.D. number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of goods that cannot reasonably be used or resold in a month; and/or (f) any other mechanism or artifice to qualify for commissions or bonuses that is not driven by bona fide product purchases by end user consumers.
4.5 - Business Entities
A corporation, limited liability company, Partnership or trust (collectively referred to in this section as a “Business
Entity”) may apply to be a Company Broker by submitting its Certificate of Incorporation, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to Company, along with a properly completed Business Entity Registration form. A Company business may change its status under the same Recruitment from an individual to a Partnership, corporation or trust, or from one type of entity to another. There is a
$50.00 fee for each change requested, which must be included with the written request and the completed Broker Application and Agreement. The Business Entity Registration form must be signed by all of the shareholders, Brokers or trustees.
Members of the entity are jointly and severally liable for any indebtedness or other obligation to Company.
To prevent the circumvention of Section 4.29 (regarding transfers and assignments of Company business), if an additional Broker, shareholder, member, or other business entity affiliate is added to a business entity, the original applicant must remain as a party to the original Broker Application and Agreement. If the original Broker wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her business in accordance with Section 4.29. If this process is not followed, the business shall be canceled upon the withdrawal of the original Broker. All bonus and commission checks will be sent to the address of record of the original Broker. Please note that the modifications permitted within the scope of this paragraph do not include a change of Recruitment.
Changes of Recruitment are addressed in Section 4.6.5, below. There is a $50.00 fee for each change requested, which must be included with the written request and the completed Broker Application and Agreement. Company may, at its discretion, require notarized documents before implementing any changes to a business. Please allow thirty (30) days after the receipt of the request by Company for processing.
4.5.1 - Changes to a Business Entity
Each Broker must immediately notify Company of all changes to type of business entity they utilize in operating their businesses and the addition or removal of business associates. Changes shall be processed only once per year. All changes must be submitted by November 30 to become effective on January 1 of the following year.
4.6 - Change of Recruitment
To protect the integrity of all Broker Management Groups and safeguard the hard-work of all Brokers, Company strongly discourages changes in Recruitment. Maintaining the integrity of Recruitment is critical for the success of every Managing Broker and Broker Management Group. Accordingly, the transfer of a Company business from one Recruitment to another is rarely permitted.
Requests for change of Recruitment must be submitted in writing to the Broker@thevitaminpatch.com, and must include the reason for the transfer. Transfers will only be considered in the following three circumstances:
4.6.1 - Misplacement
In cases in which the new Broker is Recruited by someone other than the individual he or she was led to believe would be his or her Managing Broker, a Broker may request that he or she be transferred to another Management Group with his or her entire Broker Management Group intact based on the Recruitment tree. (excludes spillover placement from upline). Requests for transfer under this policy will be evaluated on a case-by-case basis and must be made within 30 days from the date of enrollment. The Broker requesting the change has the burden of proving that he or she was placed beneath the wrong Recruitment. It is up to Company’s discretion whether the requested change will be implemented.
4.6.2 - Upline Approval
The Broker seeking to transfer submits a properly completed and fully executed Recruitment Transfer Form which includes the written approval of his or her Recruitment and the four (4) upline members of the Brokers enrollment tree. Photocopied or facsimile signatures are not acceptable. All Broker signatures must be notarized. The Broker who requests the transfer must submit a fee of $50.00 for administrative charges and data processing. If the transferring Broker also wants to move any of the Brokers in his or her Management Group, each Sub Broker must also obtain a properly completed Recruitment Transfer Form and return it to Company with the $50.00 change fee (i.e., the transferring Broker and each Broker in his or her Broker Management Group multiplied by 500.00 is the cost to move a Company business. Sub Brokers will not be moved with the transferring Broker unless all of the requirements of this paragraph are met. Transferring Brokers must allow thirty (30) days after the receipt of the Recruitment Transfer Forms by Company for processing and verifying change requests.
In cases where in the appropriate Recruitment change procedures have not been followed, and a Sub Management Group has been developed in the second business developed by a Broker, Company reserves the sole and exclusive right to determine the final disposition of the Sub Management Group. Resolving conflicts over the proper placement of a Sub that has developed under a Management Group that has improperly switched Recruitments is often extremely difficult. Therefore, BROKERS WAIVE ANY AND ALL CLAIMS AGAINST COMPANY THAT RELATE TO OR ARISE FROM COMPANY’S DECISION REGARDING THE DISPOSITION OF ANY SUB MANAGEMENT GROUP THAT DEVELOPS BELOW AN MANAGEMENT GROUP THAT HAS IMPROPERLY CHANGED LINES OF RECRUITMENT.
4.6.3 - Cancellation and Re-application
A Broker may legitimately change Management Groups by voluntarily canceling his or her Company business and remaining inactive (i.e., no purchases of Company products for resale, no sales of Company products, no Recruiting, no attendance at any Company functions, participation in any other form of Broker activity, or operation of any other Company business) for six (6) full calendar months. Following the six-month period of inactivity, the former Broker may reapply under a new Recruitment, however, the former Broker’s Sub will remain in their original line of Recruitment.
Company will consider waiving the six-month waiting period under exceptional circumstances. Such requests for waiver must be submitted to Company in writing.
4.7 – Waiver of Claims
In cases in which the appropriate Recruitment change procedures have not been followed, and a Sub Management Group has been developed in the second business developed by a Broker, Company reserves the sole and exclusive right to determine the final disposition of the Sub Management Group. Resolving conflicts over the proper placement of a Sub that has developed under a Management Group that has improperly switched Recruitments is often extremely difficult. Therefore, BROKERS WAIVE ANY AND ALL CLAIMS AGAINST COMPANY, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM COMPANY’s DECISION REGARDING THE DISPOSITION OF ANY SUB MANAGEMENT GROUP THAT DEVELOPS BELOW A MANAGEMENT GROUP THAT HAS IMPROPERLY CHANGED LINES OF RECRUITMENT.
4.8 - Unauthorized Claims and Actions
4.8.1 - Indemnification
A Broker is fully responsible for all of his or her verbal and written statements made regarding Company products and the Compensation Plan which are not expressly contained in official Company materials. Brokers agree to indemnify Company and Company’s directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by Company as a result of the Broker’s unauthorized representations or actions. This provision shall survive the termination of the Broker Agreement.
4.8.2 - Product Claims
No claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by Company may be made except those contained in official Company literature. In particular, no Broker may make any claim that Company products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only so such claims violate Company policies, but they potentially violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.
4.8.3 – Compensation Plan Claims
When presenting or discussing the Company Compensation Plan, Brokers must make it clear to prospective Brokers that financial success with Company requires commitment, effort, and sales skill. Conversely, Brokers must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include:
- It’s a turn-key-system;
- The system will do the work for you;
- Just get in and your Sub brokers will build through spillover;
- Just join and I will build your Sub brokers for you;
- The company does all the work for you;
- You don’t have to sell anything; or
- All you have to do is buy your products every
The above are just examples of improper representations about the Compensation Plan. It is important that Brokers do not make these or any other representations that could lead a prospective Broker to believe that he or she can be successful as a Company Broker without commitment, effort, and sales skill.
4.8.4 - Income Claims
In their enthusiasm to recruit prospective Brokers, some Brokers are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of The Independent Wholesale and Retail Broker opportunity. This is counterproductive because new Brokers may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. At The Vitamin Patch, we firmly believe that the Company income potential is great enough to be highly attractive, without reporting the earnings of others.
Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in commission sales. While Brokers may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact Company as well as the Broker making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation.
Because Company Brokers do not have the data necessary to comply with the legal requirements for making income claims, a Broker, when presenting or discussing the Company opportunity or Compensation Plan to a prospective Broker, may not make income projections, income claims, or disclose his or her Company income (including the showing of checks, copies of checks, bank statements, or tax records).
4.9 – Repackaging and Re-labeling Prohibited
Company products may only be sold in their original packaging. Brokers may not repackage, re-label, or alter the labels on Company products. Tampering with labels/packaging could be a violation of federal and state laws, and may result in civil or criminal liability. Brokers may affix a personalized sticker with the Broker’s personal/contact information to each product or product container, as long as this is done without removing existing labels or covering any text, graphics, or other material on the product label.
4.10 - Commercial Outlets
Except as provided below, Brokers may not sell Company products from a commercial outlet, nor may Brokers display or sell Company products or literature in any retail or service establishment. Online auction and/or sales facilitation websites, including but not limited to ebay and Craig’s List constitute commercial outlets, and may not be used to sell Company products.
Not withstanding the foregoing, Brokers may display and sell Company products in approved commercial outlets. An approved commercial outlet is a physical location that is open to the public by appointment or by membership.
Examples of approved commercial outlets include the offices of medical professionals, gyms, spas, hair salons, and nail salons.
4.11 - Trade Shows, Expositions and Other Sales Forums
Brokers may display and/or sell Company products at trade shows and professional expositions. Before submitting a deposit to the event promoter, Brokers must contact Broker@thevitaminpatch.com, in writing, for conditional approval, as Company’s policy is to authorize only one Company business per event. Final approval will be granted to the first Broker who submits an official advertisement of the event. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Company. Company further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products or the Company opportunity. Approval will not be given for swap meets, garage sales, or flea markets as these events are not conducive to the professional image Company wishes to portray.
4.12 - Conflicts of Interest
4.12.1 – Non-solicitation
Company Brokers are free to participate in any other ventures they see fit. However, during the term of this Agreement, Brokers may not directly or indirectly Recruit other Brokers or Customers for any competing business as outlined in the Broker agreement.
Following the cancellation of a Broker’s Broker Agreement, and for a period of twenty four calendar months thereafter, with the exception of a Broker who is personally Recruited by the former Broker, a former Broker may not recruit any Company Broker or Customer for another competing business. Brokers and the Company recognize that because the health and wellness business networks of independent brokers are dispersed across the entire United States and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Brokers and Company agree that this non-solicitation provision shall apply to all markets in which Company conducts business.
The term “Recruit” means the actual or attempted Recruitment, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Company Broker to participate in a competitive sales opportunity.
4.12.2 - Sale of Competing Goods
Brokers must not sell, or attempt to sell, any competing non-Company products to Company Customers or Brokers. Any product in the same generic categories as Company products is deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.
4.12.3 - Broker Participation in Other businesses
If a Broker is engaged in other non-Company business, it is the responsibility of the Broker to ensure that his or her Company business is operated entirely separate and apart from any other program. To this end, the following must be adhered to:
- Brokers shall not display Company promotional material, sales aids or products with or in the same location as, any non-Company promotional material or sales aids, products or services.
- Brokers shall not offer the Company opportunity or products to prospective or existing Customers or Brokers in conjunction with any non-Company program, opportunity, product or service.
- Brokers may not offer any non-Company opportunity, products, services or opportunity at any Company- related meeting, seminar or convention, or within two hours and a five-mile radius of the Company If the Company meeting is held telephonically or on the internet, any non-Company meeting must be at least two hours before or after the Company meeting, and on a different conference telephone number or internet web address from the Company meeting.
4.12.4 – Confidential Information
“Confidential Information” includes, but is not limited to, Sub-broker Activity Reports, the identities of Company Customers and Brokers, contact information of Company Customers and Brokers, Brokers’ personal and group sales volumes. Confidential Information is, or may be available, to Brokers in their respective back-offices. Broker access to such Confidential Information is password protected, is confidential, and constitutes proprietary information and business trade secrets belonging to Company. Such Confidential Information is provided to Brokers in strictest confidence and is made available to Brokers for the sole purpose of assisting Brokers in working with their respective Broker Management Groups in the development of their Company business. Brokers may not use any Confidential Information for any purpose other than for developing their independent Company businesses. Where a Broker participates in other business ventures, the Broker is not eligible to have access to certain Confidential Information, including, but not limited to, Sub broker Reports. Brokers should use the Confidential Information to assist, motivate, and train their Sub Brokers, and for no other purpose. In so doing, a Broker may not disclose the Confidential Information to any third party, including, without limitation, his or her Sub Brokers. The Broker and Company agree that, but for this agreement of confidentiality and nondisclosure, Company would not provide Confidential Information to the Broker.
To protect the Confidential Information, a Broker shall not, on his or her own behalf, or on behalf of any other person,
Partnership, association, corporation or other entity:
- Directly or indirectly disclose any Confidential Information to any third party;
- Directly or indirectly disclose the password or other access code to his or her back-office;
- Use any Confidential Information to compete with Company or for any purpose other than promoting his or her Company business; or
- Recruit or solicit any Broker or Customer of Company listed on any report or in the Broker’s back-office, or in any manner attempt to influence or induce any Broker or Customer of Company, to alter their business relationship with Company.
The obligation of a Broker to not disclose any Confidential Information shall survive cancellation or termination of the Agreement, and shall remain effective and binding irrespective of whether a Broker’s Agreement has been terminated, or whether the Broker is or is not otherwise affiliated with the Company. Upon demand by the Company, any current or former Broker will return to Company the originals and all copies of Sub-Broker Activity Reports and other Confidential Information provided to it by the Company.
4.12. 5 – Vendor Confidentiality
Company’s business relationships with its vendors, manufacturers and suppliers is confidential. A Broker shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier or manufacturer of the Company except at a Company Recruitment event at which the representative is present at the request of the Company. Violation of this regulation may result in termination and possible claims for damages if the vendor/manufacturer's association is compromised by the Broker contact.
4.13 - Targeting Other Brokers
Company does not condone Brokers specifically or consciously targeting the sales force of another competing company to sell Company products or to become Brokers for Company, nor does Company condone Broker solicitation or enticement of members of the sales force of another company to violate the terms of their contract with such other company. Should Brokers engage in such activity, they bear the risk of being sued by the competing company. If any lawsuit, arbitration or mediation is brought against a Broker alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, Company will not pay any of Broker’s defense costs or legal fees, nor will Company indemnify the Broker for any judgment, award, or settlement.
4.14 - Cross-Recruiting
Actual or attempted cross Recruiting is strictly prohibited. “Cross Recruiting” is defined as the enrollment of an individual who or entity that already is a Customer or has a Broker Agreement on file with Company, or who has had such an agreement within the preceding six calendar months, within a different line of Recruitment. The use of a spouse’s or relative’s name, trade names, dbas, assumed names, corporations, Partnerships, trusts, federal ID numbers, fictitious ID numbers, any straw-man or other artifice to circumvent this policy is prohibited. Brokers shall not demean, discredit or defame other Company Brokers in an attempt to entice another Broker to become part of the first Broker’s Management Group. This policy shall not prohibit the transfer of a Company business in accordance with Section 4.29.
If Cross Recruiting is discovered, it must be brought to the Company’s attention immediately. Company may take disciplinary action against the Broker that changed Management Groups and/or those Brokers who encouraged or participated in the Cross Recruiting. Company may also move all or part of the offending Broker’s Sub to his or her original Sub Management Group if the Company deems it equitable and feasible to do so. However, Company is under no obligation to move the Cross-Recruit Broker’s Sub Management Group, and the ultimate disposition of the Management Group remains within the sole discretion of Company. Brokers waive all claims and causes of action against Company arising from or relating to the disposition of the Cross-Recruitment Broker’s Sub Management Group.
4.15 - Errors or Questions
If a Broker has questions about or believes any errors have been made regarding commissions, bonuses, Sub Activity Reports, or charges, the Broker must notify Company in writing within 60 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 60 days.
4.16 - Governmental Approval or Endorsement
The natural products that we sell are not typically regulated by the Food and Drug Administration “FDA”. In the absence of regulatory governance, that does not mean that any federal or state regulatory agencies or officials have approved or endorsed any company products. Therefore, Brokers shall not represent or imply that Company products have been "approved," "endorsed" or otherwise sanctioned by any government agency.
4.17 - Holding Applications or Orders
Brokers must not manipulate enrollments of new applicants and purchases of products. All Broker Applications and Wholesale Agreements, and product orders must be sent to Company within 72 hours from the time they are signed by a Broker or placed by a customer, respectively.
4.18 - Identification
All Brokers are required to provide their Social Security Number or a Federal Employer Identification Number to Company on the Broker Application and Agreement. Upon enrollment, the Company will provide a unique Broker Identification Number to the Broker by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.
4.19 - Income Taxes
Each Broker is responsible for paying local, state/provincial, and federal taxes on any income generated as an Independent Broker. If a Company business is tax exempt, the Federal tax identification number must be provided to Company. Every year, Company will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000.
Company cannot provide Brokers with any personal tax advice. Brokers should consult with their own tax accountant, tax attorney, or other tax professional.
4.20 - Independent Contractor Status
Brokers are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between Company and its Brokers does not create an employer/employee relationship, agency, Partnership, or joint venture between the Company and the Broker. Brokers shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Brokers are responsible for paying local, state, and federal taxes due from all compensation earned as a Broker of the Company. The Broker has no authority (expressed or implied), to bind the Company to any obligation. Each Broker shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Broker Agreement, these Policies and Procedures, and applicable laws.
4.21 - Insurance
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business-related injuries, or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present home owner’s policy.
4.22 - International Marketing
Because of critical legal and tax considerations, Company must limit the resale of Company, products, and the presentation of the Company business to prospective customers and Brokers located within the United States and U.S. Territories and those other countries that the Company has announced are officially opened for business. Moreover, allowing a few Brokers to conduct business in markets not yet opened by Company would violate the concept of affording every Broker the equal opportunity to expand internationally.
Accordingly, Brokers are authorized to sell Company products, and enroll Customers or Brokers only in the countries in which Company is authorized to conduct business, as announced in official Company literature. Company products or sales aids cannot be shipped into or sold in any foreign country. Brokers may sell, give, transfer, or distribute Company products or sales aids only in their home country. In addition, no Broker may, in any unauthorized country:
(a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential customers or Brokers; or
(c) conduct any other activity for the purpose of selling Company products, establishing a Broker Management Group, or promoting The Vitamin Patch opportunity.
4.23 - Inventory Loading
Brokers must never purchase more products than they can reasonably use or sell to retail customers in a month, and must not influence or attempt to influence any other BROKER to buy more products than they can reasonably use or sell to retail customers in a month.
4.24 - Adherence to Laws and Ordinances
Brokers shall comply with all federal, state, and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Brokers because of the nature of their business. However, Brokers must obey those laws that do apply to them. If a city or county official tells a Broker that an ordinance applies to him or her, the Broker shall be polite and cooperative, and immediately send a copy of the ordinance to firstname.lastname@example.org . In most cases there are exceptions to the ordinance that may apply to Company Brokers.
4.25 - Minors
A person who is recognized as a minor in his/her state of residence may not be a Company Broker. Brokers shall not enroll or recruit minors into the Company program.
4.26 - One Company Business Per Broker
Except as specifically provided in this Section 4.26, a Broker may operate or have an ownership interest, legal or equitable, as a sole proprietorship, Broker, 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 not enter into or have an interest in more than two Company Businesses. Each such business must have a separate Social Security Number or Federal Tax Identification Number associated with it. For example, two spouses or a parent and adult child residing at the same address may each have a Company business if each business is registered under a different Social Security or Federal Tax Identification Number. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.
An exception to the one business per Broker rule will be considered on a case by case basis in cases of a Broker receiving an interest in another business through inheritance. Requests for exceptions to policy must be submitted in writing to email@example.com.
4.27 - Actions of Household Members or Affiliated Individuals
If any member of a Broker’s immediate household engages in any activity which, if performed by the Broker, would violate any provision of the Agreement, such activity will be deemed a violation by the Broker and Company may take disciplinary action pursuant to the Statement of Policies against the Broker. Similarly, if any individual associated in any way with a corporation, Partnership, trust or other entity (collectively “affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and Company may take disciplinary action against the entity. Likewise, if a Broker enrolls in Company as a business entity, each shareholder, officer, member, Broker, or other individual or entity with an ownership interest or management responsibility in the independent business shall be personally and individually bound to, and must comply with, the terms and conditions of the Company BROKER Agreement.
4.28 - Requests for Records
Any request from a Broker for copies of invoices, applications, Sub activity reports, or other records will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.
4.29 - Sale, Transfer or Assignment of an Independent Company 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. If a Broker wishes to sell his or her Company business, the following criteria must be met:
- The selling Broker must offer Company the right of first refusal to purchase the business on the same terms as agreed upon with a third-party Company shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
- Protection of the existing line of Recruitment must always be maintained so that the Company business continues to be operated in that line of Recruitment.
- The buyer or transferee must become a qualified Company If the buyer is an active Company Broker, he or she must first terminate his or her Company business and wait six calendar months before acquiring any interest in a different Company business.
- Before the sale, transfer or assignment can be finalized and approved by Company, any debt obligations the selling Broker has with Company must be satisfied.
- The selling Broker must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a Company business.
Prior to selling a Company business, the selling Broker must notify Company of his or her intent to sell the Company business. The selling Broker must also receive written approval from the Compliance Department before proceeding with the sale. No changes in line of Recruitment can result from the sale or transfer of a Company business. No changes in line of Recruitment can result from the sale or transfer of a Company business.
4.30 - Separation of a Company Business
Company Brokers sometimes operate their Company businesses as husband and 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 in the line of Recruitment. If the separating parties fail to provide for the best interests of other Brokers and the Company in a timely fashion, Company will involuntarily terminate the Broker’s Broker 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 the Company business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, Brokers or trustees authorize Company to deal directly and solely with the other spouse or non-relinquishing shareholder, Broker or trustee.
- The parties may continue to operate the Company business jointly on a “business-as-usual” basis, whereupon all compensation paid by 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.
Under no circumstances will the Sub Management Group of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will Company split commission and bonus payments between divorcing spouses or members of dissolving entities. Company will recognize only one Sub Management Group and will issue only one commission payment per Company business per commission cycle. Commission payments 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 Broker Agreement shall be involuntarily canceled.
If a former spouse has completely relinquished all rights in the original Company business pursuant to a divorce, he or she is thereafter free to enroll under any Recruitment of his or her choosing without waiting six calendar months. In the case of business entity dissolutions, the former Broker, shareholder, member, or other entity affiliate who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as a Broker. In either case however, the former spouse or business affiliate shall have no rights to any Brokers in their former Management Group or to any former retail customer or wholesale account. They must develop the new business in the same manner as would any other new Broker.
4.31 - Recruiting
All active Brokers in good standing and with at least 100 - retail or 1,000 wholesale unit sales, have the right to Recruit and develop others into their Broker Management Group. Each Broker recruit has the ultimate right to choose his or her own Broker Management Group. If two Managing Brokers claims to be the Recruiter of the same new Broker, the Company shall regard the first electronic broker application received by the Company as controlling.
When Recruiting a new Broker through the online enrollment process, the Recruiter may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online application, agreements, Company’s Policies and Procedures, and the Company Compensation Plan. The Managing Broker may not fill out the online application and broker contract on behalf of the applicant nor may they agree to these materials on behalf of the applicant.
4.32 - Succession
Upon the death or incapacitation of a Broker, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Broker should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Brokers business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Broker’s Management Group provided the following qualifications are met. The successor(s) must:
- Execute a Broker Agreement;
- Comply with terms and provisions of the Agreement; and
- Meet all qualifications for the deceased Broker’s status.
Bonus and commission payments of a Brokers Company business transferred pursuant to this section will be paid in a single payment jointly to the devisees. The devisees must provide Company with an “address of record” to which all bonus and commission checks will be sent. If the business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer Identification number. Company will issue all bonus and commission checks and one 1099 to the business entity.
4.32.1 - Transfer Upon Death of a Broker
To effect a testamentary transfer of an Company business, the executor of the estate of the deceased Broker must provide the following to Company: (1) an original death certificate; (2) certified copy of the letters testamentary or a letter of administration appointing the executor; and (3) written instructions from the duly appointed executor to Company specifying to whom the business and income should be transferred.
4.32.2 - Transfer Upon Incapacitation of a Broker
To effectuate a transfer of a Company business because of incapacity, the successor must provide the following to Company: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the Company business; and (3) a completed Broker Agreement executed by the trustee.
4.33 - Telemarketing Techniques
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. Although Company does not consider Brokers to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation). Therefore, Brokers must not engage in telemarketing in the operation of their Company businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Company product, or to recruit them for the Company opportunity. “Cold calls" made to prospective customers or Brokers that promote either Company’s products or the Company opportunity constitute telemarketing and are prohibited.
However, a telephone call(s) placed to a prospective customer or Broker (a "prospect") is permissible under the following situations:
- If the Broker has an established business relationship with the An “established business relationship” is a relationship between a Broker and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Broker, or a financial transaction between the prospect and the Broker, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.
- The prospect’s personal inquiry or application regarding a product or service offered by the Broker, within the three (3) months immediately preceding the date of such a call.
- If the Broker receives written and signed permission from the prospect authorizing the Broker to The authorization must specify the telephone number(s) which the Broker is authorized to call.
- You may call family members, personal friends, and An “acquaintance” is someone with whom you have at least a recent first-hand relationship within the preceding three months. Bear in mind, however, that if you engage in “card collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling “acquaintances,” you must make such calls on an occasional basis only and not make this a routine practice.
Brokers shall not use automatic telephone dialing systems or software relative to the operation of their Company businesses. Brokers shall not place or initiate any outbound telephone call to any person that delivers any pre- recorded message (a “robocall”) regarding or relating to the Company products, services or opportunity.
4.34 - Back Office Access
Company makes online back offices available to its Brokers with no monthly fee. Back offices provide Brokers access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Broker’s Company business and to increase sales of Company products. However, access to a back office is a privilege, and not a right. Company reserves the right to deny Brokers’ access to the back office at its sole discretion.
SECTION 5 - RESPONSIBILITIES OF BROKERS
5.1 - Change of Address, Telephone, and E-Mail Addresses
To ensure timely delivery of products, support materials, and commission checks, it is critically important that the Company’s files are current. Brokers planning to change their email address or move must update their contact information via the Back-Office function of the Broker’s replicated Company website. To guarantee proper delivery, two weeks advance notice must be provided to Company on all changes.
5.2 - Continuing Development Obligations
5.2.1 - Ongoing Training
Any Broker that Recruits another Broker into Company must perform bona fide assistance and training function to ensure that his or her Sub-broker is properly operating his or her business. Managing Brokers must have ongoing contact and communication with the Sub-Brokers in their Broker Management Groups. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of Sub Brokers to Company meetings, training sessions, and other functions. Managing Brokers are also responsible to motivate and train new Brokers in Company product knowledge, effective sales techniques, the Company Compensation Plan, and compliance with Company Policies and Procedures.
Communication with and the training of Sub Brokers must not, however, violate Section 4.2 (regarding the development of Broker -produced sales aids and promotional materials). Brokers should monitor the Brokers in their Broker Management Groups to guard against Sub Brokers making improper product or business claims, or engaging in any illegal or inappropriate conduct.
5.2.2 - Increased Training Responsibilities
As Brokers progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the Company program. They will be called upon to share this knowledge with lesser experienced Brokers within their Broker Management Group.
5.2.3 - Ongoing Sales Responsibilities
Regardless of their level of achievement, Brokers have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers.
5.3 – Nondisparagement
Company wants to provide its independent Brokers with the best products, compensation plan, and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Company at firstname.lastname@example.org. Remember, to best serve you, we must hear from you! While Company welcomes constructive input, negative comments and remarks made in the field by Brokers about the Company, its products, or Compensation Plan serve no purpose other than to sour the enthusiasm of other Company Brokers. For this reason, and to set the proper example for their Sub-brokers, Brokers must not disparage, demean, or make negative remarks about Company, other Company Brokers, Company’s products, the Compensation Plan, or Company’s directors, officers, or employees.
5.4 - Providing Documentation to Applicants
Brokers must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are Recruiting to become Brokers before the applicant signs a Broker Agreement. Additional copies of Policies and Procedures can be downloaded from Company’s Broker website.
5.5 - Reporting Policy Violations
Brokers observing a Policy violation by another Broker should submit a written report of the violation directly to the attention of the Company Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.
SECTION 6 - SALES REQUIREMENTS
6.1 - Product Sales
The Company Compensation Plan is based on the sale of Company products to end consumers or wholesale to retail accounts. Brokers must fulfill personal and or Broker Management Group retail or wholesale sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonus compensation.
6.2 - No Territory Restrictions
There are no exclusive territories granted to anyone. No franchise fees are required.
6.3 - Sales Receipts
All Brokers must provide their retail customers with two copies of a company retail sales receipt at the time of the sale. These receipts set forth the Customer Satisfaction Guarantee as well as any consumer protection rights afforded by federal or state law. Brokers must maintain all retail sales receipts for a period of two years and furnish them to Company at the Company’s request. Records documenting the purchases of Brokers’ Customers will be maintained by Company.
Remember that customers must receive two copies of the sales receipt. In addition, Brokers must orally inform the buyer of his or her cancellation rights.
SECTION 7 - BONUSES AND COMMISSIONS
7.1 - Bonus and Commission Qualifications
A Broker must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a Broker complies with the terms of the Agreement, Company shall pay commissions to such Broker in accordance with the Compensation Plan.
7.2 - Adjustment to Bonuses and Commissions
7.2.1 - Adjustments for Returned Products
Brokers receive bonuses and commissions based on the actual sales of products to end consumers. When a product is returned to Company for a refund or is repurchased by the Company, the following will occur at the Company’s discretion: the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the commission and bonuses are recovered, from the Brokers who received commissions or bonuses on the sales of the refunded products.
7.2.2 – Payment Processing Fee
Company will deduct from all bonus and commission payments a payment processing fee passed through their merchant or payment processor for ant return or repurchase.
7.3 - Reports
All information provided by Company in online or telephonic Sub activity reports, including but not limited to personal and group sales volume (or any part thereof), and Sub Recruiting 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; returned products; credit card and electronic check charge-backs; the information is not guaranteed by Company or any persons creating or transmitting the information.
ALL RETAIL AND WHOLESALE SALES VOLUME INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY BROKER OR ANYONE ELSE FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF COMPANY OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.
Access to and use of Company’s online and telephone reporting services and your reliance upon such information is at your own risk. All such information is provided to you "as is". If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to Company’s online and telephone reporting services and your reliance upon the information.
SECTION 8 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE
8.1 - Product Guarantee
Company offers a 100% 30-day money-back satisfaction guarantee to all retail customers.
8.2 - Returns by Retail Customers
WHEN PURCHASED VIA THE BROKERS REPLICATED RETAIL SITE, THE FOLLOWING RETURN PROCESS WILL BE REQUIRED
We here at The Vitamin Patch know that our customers are the life blood of our business. Besides being Stuck on Better Health, we are also stuck on creating satisfied, lifelong customers. The Vitamin Patch has a 100% satisfaction guarantee. You may return the items that you purchased directly from The Vitamin Patch within 30-days of delivery receipt for a full refund of your purchase price.
All refund requests must include a copy of your original receipt, the unused portion of the product(s) and the original packaging in which the product(s) was delivered.
All returns must be sent to this mailing address:
Brilliant Fulfillment 4051 TX 121, Suite 400
Grapevine, TX 76051
C/O The Vitamin Patch - RMA Dept.
Returns delivered to any other address will not be accepted or processed. Company does not accept shipping-collect packages.
Once your return item(s) have been received, please allow 3-5 business days to process your request. All applicable refunds will be credited to the account indicated on the copy of the original receipt you have provided. Depending on the policy of the financial institution associated with your credit card account, it may take up to 10 business days for the refund to be applied once processed by The Vitamin Patch.
8.3 - Return of Retail Inventory and Sales Aids by Brokers Upon Cancellation
Upon cancellation of a Broker’s Agreement, the Broker may return products for a refund. In order to receive a refund from Company pursuant to this policy, the following requirements must be met:
- The items being returned must have been personally purchased by the Broker from Company (purchases) from other Brokers or third parties are not subject to refund;
- The items must be in Resalable condition (see Definition of “Resalable” below); and
- The items must have been purchased from Company with at least one year prior to the date of product expiration.
Upon receipt of a Resalable products, the Broker will be reimbursed 90% of the net cost of the original purchase price(s). Return shipping fees, will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Any commissions or bonuses that have been paid to the product-returning Broker, which are attributable to the product being returned, will be deducted from the repurchase price.
Additionally, bonuses previously paid to Managing Brokers will be “recaptured” or deducted from their respective future commissions and / or bonus payments and will reduce the qualification for any currently available bonus opportunities, by the same.
Products and Sales aids shall be deemed “Resalable” if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; and 4) they are returned to Company at least 13-months prior to the product expiration date. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be Resalable. Replicated Website fees are not refundable except as required by applicable state law.
8.3.1 - Montana Residents
A Montana resident may cancel his or her Broker Agreement within 15 days from the date of enrollment.
8.4 – Broker Direct consumer sales returns
Brokers agrees to honor the Satisfaction Guarantee outlined in section 8.1. Broker agrees to refund the purchase price paid by customer directly to the customer when requested. The Company does not accept broker direct to customer returned products. The company recommends that the broker use their replicated website to transact all sales between customers and the company.
SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, 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 Broker 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 Broker’s Company business), may result, at Company's discretion, in one or more of the following corrective measures:
- Issuance of a written warning or admonition.
- Requiring the Broker to take immediate corrective measures.
- Imposition of a fine, which may be withheld from bonus and commission checks. Loss of rights to one or more bonus and commission checks.
- Company may withhold from a Broker all or part of the Broker’s bonuses and commissions during the period that Company is investigating any conduct allegedly violative of the Agreement. If a Broker’s business is canceled for disciplinary reasons, the Broker will not be entitled to recover any commissions withheld during the investigation period.
- Suspension of the individual’s Broker Agreement for one or more pay periods.
- Involuntary termination of the offender’s Broker Agreement
- Suspension and/or termination of the offending Broker Company website or website access.
- Any other measure expressly allowed within any provision of the Agreement or which Company deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Broker ’s policy violation or contractual breach.
- In situations deemed appropriate by Company, the Company may institute legal proceedings for monetary and/or equitable relief.
9.2 - Grievances and Complaints
When a Broker has a grievance or complaint with another Broker regarding any practice or conduct in relationship to their respective Company businesses, the complaining Broker should first report the problem to his or her managing Broker who should review the matter and try to resolve it with the other party's Broker Management Group. If the matter involves interpretation or violation of Company policy, it must be reported in writing to email@example.com at the Company. The Broker Support Department will review the facts and attempt to resolve it.
9.3 - Mediation
Prior to instituting an arbitration, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation. Each party shall pay its own attorney’s fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in the Dallas, Texas and shall last no more than two business days.
9.4 - Arbitration
If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration. The Parties waive all rights to trial by jury or to any court. The arbitration shall be filed with, and administered by, the American Arbitration Association (“AAA”) or JAMS under their respective rules and procedures. The Commercial Arbitration Rules and Mediation Procedures of the AAA are available at the AAA’s website at www.adr.org. The Streamlined Arbitration Rules & Procedures of JAMS are available at the JAMS website at www.jamsadr.com. Copies of the AAA’s Commercial Arbitration Rules and Mediation Procedures or JAM’s Streamlined Arbitration Rules & Procedures will be emailed to Brokers upon request to Company’s Compliance Department.
Notwithstanding the rules of the AAA or JAMS, the following shall apply to all Arbitration actions:
- The Federal Rules of Evidence shall apply in all cases;
- The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
- The parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
- The arbitration shall occur within 180 days from the date on which the arbitrator is appointed, and shall last no more than five business days; and
- The parties shall be allotted equal time to present their respective cases, including cross-examinations.
All arbitration proceedings shall be held in Dallas, Texas. There shall be one arbitrator selected from the panel that the Alternate Dispute Resolution service provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The arbitration shall occur within 180 days of the date on which the arbitration is filed, and shall last no more than five (5) business days. The parties shall be allotted equal time to present their respective cases. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive the cancellation or termination of the Agreement.
The parties and the arbitrator shall maintain the confidentiality of the entire arbitration process and shall not disclose to any person not directly involved in the arbitration process:
- The substance of, or basis for, the controversy, dispute, or claim;
- The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;
- The terms or amount of any arbitration award; or
- The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.
Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent either party 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 its intellectual property rights and/or to enforce its rights under the non-solicitation provision of the Agreement.
9.5 - Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Dallas, Texas. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Texas shall govern all other matters relating to or arising from the Agreement.
9.5.1 – Louisiana Residents
Notwithstanding the foregoing, and the arbitration and mediation provisions in paragraphs 9.3 and 9.4, residents of the State of Louisiana shall be entitled to bring an action against Company in their home forum and pursuant to Louisiana law.
SECTION 10 - PAYMENT AND SHIPPING
10.1 - Returned Checks
All checks returned by a Broker’s bank for insufficient funds will be re-submitted for payment. A $35.00 returned check fee will be charged to the account of the Broker. After receiving a returned check from a customer or a Broker, all future orders must be paid by Credit Card, money order or cashier’s check. Any outstanding balance owed to Company by a Broker for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks.
10.2 - Restrictions on Third Party Use of Credit Cards and Checking Account Access
Brokers shall not permit other Brokers or Customers to use his or her credit card, or permit debits to their checking accounts, to enroll or to make purchases from the Company.
10.3 - Sales Taxes
In designing the Company opportunity, one of our guiding philosophies has been to free Brokers from as many administrative, operational, and logistical tasks as possible. In doing so, Brokers are free to concentrate on those activities that directly affect their incomes, namely product sales and enrollment activities. To these ends, Company relieves Brokers of the burdens of collecting and remitting sales taxes, filing sales tax reports, and keeping records relative to sales taxes.
By virtue of its business operations, Company is required to charge sales taxes on all purchases made by Brokers and Customers, and remit the taxes charged to the respective states. Accordingly, Company will collect and remit sales taxes on behalf of Brokers, based on the suggested retail price of the products, according to applicable tax rates in the state or province to which the shipment is destined. If a Broker has submitted, and Company has accepted, a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the Broker. Exemption from the payment of sales tax is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop- shipped to another state. Any sales tax exemption accepted by Company is not retroactive.
SECTION 11 - INACTIVITY, RECLASSIFICATION, AND CANCELLATION
11.1 - Effect of Cancellation
So long as a Broker remains active and complies with the terms of the Broker Contract and these Policies and Procedures, Company shall pay commissions to such Broker in accordance with the compensation Plan. A Broker’s bonuses and commissions constitute the entire consideration for the Broker's efforts in generating sales and all activities related to generating sales (including building a Broker Management Group). Following a Broker’s non- renewal of his or her Broker Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her Broker Agreement (all of these methods are collectively referred to as “cancellation”), the former Broker shall have no right, title, claim or interest to the Broker Management Group which he or she operated, or any commission or bonus from the sales generated by the Management Group. A Broker whose business is cancelled will lose all rights as a Broker. This includes the right to sell Company products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Broker’s former Broker Management Group. In the event of cancellation, Brokers agree to waive all rights they may have, including but not limited to property rights, to their former Broker Management Group and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Broker Management Group.
Following a Broker’s cancellation of his or her Broker Agreement, the former Broker shall not hold himself or herself out as a Company Broker and shall not have the right to sell Company products or services. A Broker whose Broker Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
11.2 - Cancellation Due to Inactivity
If a Broker has not generated sales retail customer or wholesale unit sales within a 90-day and following a 30-day probationary period (and thus become “inactive”), his or her Broker Agreement shall be canceled for inactivity.
11.2.1 - Reclassification Following Cancellation Due to Inactivity
If a Broker’s Broker Agreement is cancelled due to inactivity and the Broker was on the Company’s easy-ship program, the easy-ship agreement shall remain in force and the former Broker shall be reclassified as a retail Customer. A Broker who’s Broker Agreement is cancelled pursuant to this policy may reinstate the Agreement if he or she, within 90 days of the date of cancellation, (a) contacts the Company to request reinstatement; (b) pays any necessary technology access fee’s; and (c) generates sufficient Customer Sales Volume as set forth in sec 11.2 above will be reinstated. If a former Broker whose Broker Agreement is cancelled pursuant to this policy does not satisfy (a), (b), and (c) above, the cancellation shall become permanent and the former Broker may only re-enroll after waiting six months from the date of cancellation.
11.3 - Involuntary Cancellation
A Broker’s violation of any of the terms of the Agreement, including any amendments that may be made by Company in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancellation of his or her Broker Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, to the Broker’s last known address (or fax number), or to his/her attorney, or when the Broker receives actual notice of cancellation, whichever occurs first.
Company reserves the right to terminate all Broker Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via Brokers.
11.4 - Voluntary Cancellation
A 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. The written notice must include the Broker’s signature, printed name, address, and Broker I.D. Number. If a Broker is also a participant in the autoship program, the Broker will be reclassified as a Customer unless the Broker also specifically requests that his or her autoship Agreement also be canceled.
11.5 - Non-renewal
A Broker may also voluntarily cancel his or her Broker Agreement by failing to pay the monthly technology fee.
SECTION 12 - DEFINITIONS
ACTIVE BROKER — A Broker who has received a commission during the preceding six months.
Agreement — The Contract between the Company and each Broker includes the Broker Application, Broker Contract the Company Policies and Procedures, the Company Compensation Plan, and the Business Entity Form (where appropriate), all in their current form and as amended by Company in its sole discretion. These documents are collectively referred to as the “Agreement.”
Cancel — The termination of a Broker’s business. Cancellation may be either voluntary, involuntary, through non-renewal or through inactivity.
Broker Management Report — A monthly report generated by Company that provides critical data relating to the identities of Brokers, sales information, and enrollment activity of each BROKER’s Management Group. This report contains confidential and trade secret information which is proprietary to Company.
Sub Broker — Each one of the individuals enrolled immediately underneath you and their respective Broker Management Groups and represents one managing broker in your Broker Management Group.
Group Volume — The commissionable value of Company products sold by a Broker’s Management Group. Group Sales Volume does not include the Customer Sales Volume of the subject BROKER.
Immediate Household — Heads of household and dependent family members residing in the same house.
Level — The layers of Sub Brokers in a particular Broker’s Management Group. This term refers to the relationship of a Broker relative to a particular upline Broker, determined by the number of Brokers between them who are related by Recruitment. For example, if a Managing Broker Recruits A, who Recruits B, who Recruits C, who Recruits D, then D is on the Managing Brokers fourth level.
Broker Management Group — The Brokers Recruited below a particular Managing Broker.
Official Company Material — Literature, audio or video tapes, and other materials developed, printed, published and distributed by Company to Brokers.
Personal Production — Moving Company products to an end consumer for personal use.
Customer Volume (CV) — The commissionable value of products sold in a calendar month: (1) by the Broker;
To a customer and (2) by the Company to the Broker’s Retail Customers sold through their replicated Retail Company website.
Rank — The “title” that a Broker has achieved pursuant to the Company Compensation Plan, i.e., Master Broker.
Recruit — For purposes of Company’s Conflict of Interest Policy (Section 4.12), the term “Recruit” means: (a) the actual or attempted Recruitment, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Company Broker or Customer to enroll or participate in another direct sales opportunity; and (b) The conduct described in (a) above constitutes recruiting even if the Broker’s actions are in response to an inquiry made by another Broker or Customer. This subsection (b) shall not be applicable in California.
Resalable — Products and Sales aids shall be deemed "resalable" if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) it is returned to Company within one year of the product expiration date. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.
Retail Customer — An individual who purchases Company products from a Broker but who is not a participant in the Company Compensation Plan.
Available Vitamin Patch Quantities:
Unit: 6-day (where available) or 30-day supply of patches
Individual Case: 12 Units of either, not combined, of a 6-day or 30-day supply of patches
Wholesale Master Case: 9 Individual Cases of either, not combined, of a 6-day or 30-day supply of patches Wholesale Pallets: quantities and case packaging may vary for larger retail accounts depending on retailer display requirements.
Retail Sales — Sales to a Retail Customer. If a sale is made to a customer who subsequently submits a Company Broker Agreement within 30 days from the date of the sale, or if an immediate household family member of the Retail Customer submits a Company Broker Agreement within 30 days of the sale, such sale shall not constitute a Retail Sale. A Broker’s personal purchases from Company do not constitute Retail Sales and are not commissionable, override or bonus eligible.
Wholesale Sales: - An Account is defined as a retailer or practitioner with a bricks and mortar establishment that has been contracted and approved to purchase the appropriate product volume (Wholesale Master Case Minimum) to qualify for wholesale pricing. Pricing is based on the number of units purchased by any given Account from any single order transaction. Separate accounts will not be combined to receive wholesale discounts unless common ownership exist.
Roll-Up — The method by which a vacancy in a Broker Management Group left by a Broker whose Broker Agreement has been canceled, is filled.
Recruitment — The process of onboarding a Broker under a Managing Broker, where the Managing Broker is listed as the Recruiter on Application and Agreement.
Technology Package — A company provided replicated website and administrative back office needed for the Broker to conduct e-commerce retail and wholesale sales and recruit and manage other retail and wholesale brokers
Upline — This term refers to the Managing Broker above a particular Broker in a Recruitment line up to the Company. Conversely stated, it is the line of Managing Brokers that links any particular Broker to the Company.