Terms and Conditions
Effective July 29, 2020
- I understand that as a Celluvation Distributor:
- I have the right to offer for sale Celluvation products and services in accordance with these Terms and Conditions.
- I have the right to enroll persons into Celluvation.
- If qualified, I have the right to earn commissions pursuant to the Celluvation Compensation Plan.
- I agree to present the Celluvation Marketing and Compensation Plan and Celluvation products and services as set forth in official Celluvation literature.
- I agree that as a Celluvation Distributor I am an independent contractor, and not an employee, partner, legal representative, or franchisee of Celluvation. I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF CELLUVATION FOR FEDERAL OR STATE TAX PURPOSES. Celluvation is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind.
- I have carefully read and agree to comply with the Celluvation Policies and Procedures, which are incorporated into and made a part of these Terms and Conditions (the Policies and Procedures and the Independent Distributor Application and Agreement shall be collectively referred to as the “Agreement”). In the event of a conflict between these Terms and Conditions and the Policies and Procedures, the Policies and Procedures will control. If I have not yet reviewed the Policies and Procedures at the time I sign this Agreement, I understand that they are posted at www.eaccrc.com and in my Celluvation Back Office. I will review the Policies and Procedures within five days from the date on which I sign this Agreement. If I do not agree to the Policies and Procedures, my sole recourse is to notify the company and cancel my Celluvation Agreement. Failure to cancel constitutes my acceptance of the Policies and Procedures. I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Celluvation. I understand that the Agreement may be modified or amended at the sole and absolute discretion of Celluvation, and I agree to abide by all such changes. Notification of changes shall be posted in my Celluvation Back Office. Changes shall become effective 30 days after publication, but any changes shall not apply retroactively to conduct that occurred prior to the effective date of the change. The continuation of my Celluvation business or my acceptance of bonuses or commissions after the effective date of any changes shall constitute my acceptance of any and all amendments.
- The term of this agreement is one year (subject to prior cancellation pursuant to the Policies and Procedures). If I fail to annually renew my Celluvation business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Distributor. I shall not be eligible to sell Celluvation products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization. In the event of cancellation, termination, or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization. Celluvation reserves the right to terminate all Distributor Agreements upon 30 days notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. Distributor may cancel this Agreement at any time, and for any reason, upon written notice to Celluvation at its principal business address. Celluvation shall have the right in its sole and absolute discretion not to accept this Agreement or any renewal of it.
- I may not assign any rights under the Agreement without the prior written consent of Celluvation. Any attempt to transfer or assign the Agreement without the express written consent of Celluvation renders the Agreement voidable at the option of Celluvation and may result in termination of my business.
- I understand that if I fail to comply with the terms of the Agreement, Celluvation may, at its discretion, impose upon me disciplinary sanctions as set forth in the Policies and Procedures. If I am in breach, default or violation of the Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. I agree that Celluvation may deduct, withhold, set-off, or charge to any form of payment I have previously authorized, any amounts I owe or am indebted to Celluvation.
- Celluvation, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release and hold harmless Celluvation and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release and hold harmless Celluvation and its affiliates from all liability arising from or relating to the promotion or operation of my Celluvation business and any activities related to it (e.g., the presentation of Celluvation products or Compensation and Marketing Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Celluvation for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business.
- The Agreement, in its current form and as amended by Celluvation at its discretion, constitutes the entire contract between Celluvation and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
- Any waiver by Celluvation of any breach of the Agreement must be in writing and signed by an authorized officer of Celluvation. Waiver by Celluvation of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
- If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable. The balance of the Agreement shall remain in full force and effect.
- This Agreement will be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. In the event of a dispute between a Distributor and Celluvation arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures. Celluvation shall not be obligated to engage in mediation or arbitration as a prerequisite to disciplinary action against a Distributor. If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures.
- Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or distributor lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award. In all actions before the courts, the parties consent to exclusive jurisdiction and venue before the U.S. District Court for the District of Nevada, or state court residing in Washoe County, State of Nevada.
- Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.
- Montana Residents: Should a Montana resident cancel the Distributor Agreement within 15 days from the date of enrollment, Celluvation will refund 100% of the purchase price for the Starter Kit.
- Except as provided in paragraph 15, refunds will be issued as provided in the Policies and Procedures and in the Notice of Right to Cancel below.
- A participant in this multilevel marketing plan 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.
- If a Distributor wishes to bring an action against Celluvation for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law. Failure to bring such action within such time shall bar all claims against Celluvation for such act or omission. Distributor waives all claims that any other statute of limitations applies.
- Liquidated Damages. In any case which arises from or relates to the termination of Distributor’s Agreement and independent business, the parties agree that damages will be very difficult to ascertain. Therefore, the parties stipulate that if a Distributor’s termination is proven and held to be wrongful under any theory of law, Distributor’s sole remedy shall be liquidated damages calculated as follows:
- For Distributors at the rank of Distributor through Manager, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Celluvation’s Compensation Plan in the twelve (12) months immediately preceding the termination.
- For Distributors at the rank Regional Manager through Regional Director, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Celluvation’s Compensation Plan in the eighteen (18) months immediately preceding the termination.
- For Distributors at the rank National Director through Presidential Premier, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Celluvation’s Compensation Plan in the twenty-four (24) months immediately preceding the termination.
Gross compensation shall include commissions and bonuses earned by the Distributor pursuant to Celluvation’s Compensation Plan as well as retail profits earned by Distributor for the sale of Celluvation merchandise. However, retail profits must be substantiated by providing the Company with true and accurate copies of fully and properly completed retail receipts provided by Distributor to Customers at the time of the sale.
- I authorize Celluvation to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.
Policies and Procedures
Effective July 29, 2020
SECTION 1 - INTRODUCTION 1
1.1 - PURPOSE OF THE DISTRIBUTOR AGREEMENT AND THE POLICIES AND PROCEDURES 1
1.2 - POLICIES AND PROCEDURES INCORPORATED INTO DISTRIBUTOR AGREEMENT 1
1.3 - CHANGES TO THE AGREEMENT 1
1.4 - POLICIES AND PROVISIONS SEVERABLE 2
1.5 - WAIVER 2
1.6 - COMPANY USE OF INFORMATION 2
SECTION 2 - BECOMING A DISTRIBUTOR 3
2.1 - REQUIREMENTS TO BECOME A DISTRIBUTOR 3
2.2 - ELECTRONIC DISTRIBUTOR SYSTEM AND PRODUCT PURCHASES 3
2.3 - DISTRIBUTOR BENEFITS 3
2.4 - TERM AND RENEWAL OF YOUR CELLUVATION BUSINESS 4
SECTION 3 - OPERATING A CELLUVATION BUSINESS 5
3.1 - ADHERENCE TO THE CELLUVATION COMPENSATION PLAN 5
3.2 - ADVERTISING 5
3.2.1 - General 5
3.2.2 - Trademarks and Copyrights 6
3.2.3 - Media and Media Inquiries 7
3.2.4 - Unsolicited Email 7
126.96.36.199 - Requirements for All Commercial Email Messages 8
188.8.131.52 - Additional Requirements for Email Messages Sent to Wireless Devices 10
184.108.40.206 - Commercial Email Messages Sent on Behalf of Distributors 10
3.2.5 - Unsolicited Faxes 10
3.2.6 - Telephone Directory Listings 11
3.2.7 - Television and Radio Advertising 11
3.2.8 - Advertised Prices 11
3.3 - ONLINE CONDUCT 11
3.3.1 - Distributor Web Sites 11
3.3.2 - Celluvation Replicated Websites 12
3.3.3 - Registered External Website Content 13
3.3.4 - Celluvation Independent Distributor Disclosure 14
3.3.5 - Registered External Websites Must Exclusively Promote Celluvation 15
3.3.6 - No eCommerce or Stock-and-Sell Retailing 15
3.3.7 - Registered External Website Termination 15
3.3.8 - Team Websites 15
3.3.9 - Domain Names, email Addresses and Online Aliases 16
3.3.10 - Celluvation Hotlinks 16
3.3.11 - Monetizing Websites 16
3.3.12 - Online Classifieds 16
3.3.13 - eBay / Online Auctions 17
3.3.14 - Online Retailing 17
3.3.15 - Banner Advertising 17
3.3.16 - Spam Linking 17
3.3.17 - Digital Media Submission (YouTube, iTunes, PhotoBucket etc.) 18
3.3.18 - Sponsored Links / Pay-Per-Click (PPC) Ads 18
3.3.19 - Domain Names and Email Addresses 18
3.3.20 - Social Media 18
3.3.21 - Prohibited Postings 20
3.3.22 - Responding to Negative Posts 20
3.4 - BUSINESS ENTITIES 20
3.4.1 - Addition or Removal of an Affiliated Party 21
3.4.2 - Changes to a Business Entity 22
3.5 - CHANGE OF SPONSOR 22
3.5.1 - Misplacement 22
3.5.2 - Upline Approval 22
3.5.3 - Termination and Re-application 23
3.5.4 - WAIVER OF CLAIMS 23
3.6 - UNAUTHORIZED CLAIMS AND ACTIONS 24
3.6.1 - Indemnification 24
3.6.2 - Product Claims 24
3.6.3 - Compensation Plan Claims 24
3.6.4 - Income Disclosure Statement 25
3.7 - REPACKAGING AND RE-LABELING PROHIBITED 26
3.8 - COMMERCIAL OUTLETS 27
3.9 - MILITARY INSTALLATIONS 27
3.10 - TRADE SHOWS, EXPOSITIONS AND OTHER SALES FORUMS 28
3.11 - CONFLICTS OF INTEREST 29
3.11.1 - Crossline Recruiting 29
3.11.2 - Nonsolicitation 29
3.11.3 - Distributor Participation in Other Network Marketing Programs 30
3.11.4 - Confidential Information 31
3.12 - TARGETING OTHER DIRECT SELLERS 32
3.13 - Errors or Questions 32
3.14 - GOVERNMENTAL APPROVAL OR ENDORSEMENT 32
3.15 - INCOME TAXES 33
3.16 - INDEPENDENT CONTRACTOR STATUS 33
3.17 - INSURANCE 33
3.18 - INTERNATIONAL MARKETING 33
3.19 - EXCESS INVENTORY AND BONUS BUYING 35
3.20 - ADHERENCE TO LAWS, REGULATIONS AND THE AGREEMENT 35
3.21 - ONE CELLUVATION BUSINESS PER DISTRIBUTOR AND PER HOUSEHOLD 35
3.22 - ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATED PARTIES 36
3.23 - REQUESTS FOR RECORDS 36
3.24 - ROLL-UP OF MARKETING ORGANIZATION 36
3.25 - SALE, TRANSFER OR ASSIGNMENT OF CELLUVATION BUSINESS 37
3.26 - SEPARATION OF A CELLUVATION BUSINESS 38
3.27 - SPONSORING ONLINE 39
3.28 - SUCCESSION 39
3.28.1 - Transfer Upon Death of a Distributor 40
3.28.2 - Transfer Upon Incapacitation of a Distributor 40
3.29 - TELEMARKETING TECHNIQUES 40
3.30 - BACK OFFICE ACCESS 41
3.31 - UNAUTHORIZED COMMUNICATION 41
SECTION 4 - RESPONSIBILITIES OF DISTRIBUTORS 42
4.1 - CHANGE OF ADDRESS, TELEPHONE, AND E-MAIL ADDRESSES 42
4.2 - CONTINUING DEVELOPMENT OBLIGATIONS 42
4.2.1 - Ongoing Training 42
4.2.2 - Increased Training Responsibilities 42
4.2.3 - Ongoing Sales Responsibilities 43
4.2.4 - Reporting Policy Violations 43
4.3 - NONDISPARAGEMENT 43
4.4 - PROVIDING DOCUMENTATION TO APPLICANTS 44
SECTION 5 - SALES REQUIREMENTS 45
5.1 - PRODUCT SALES 45
5.2 - NO TERRITORY RESTRICTIONS 45
5.3 - SALES RECEIPTS 45
SECTION 6 - BONUSES AND COMMISSIONS 46
6.1 - BONUS AND COMMISSION QUALIFICATIONS AND ACCRUAL 46
6.2 - ADJUSTMENT TO BONUSES AND COMMISSIONS 46
6.2.1 - Adjustments for Returned Products 46
6.2.2 - Hard Copy Commission Checks 46
6.2.3 - Tax Withholdings 46
6.3 - REPORTS 47
SECTION 7 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE 49
7.1 - PRODUCT GUARANTEE AND RESCISSION 49
7.2 - RESCISSION 49
7.2.1 - RETAIL CUSTOMERS 49
7.2.2 - CUSTOMERS 49
7.2.3 - INFORMING CUSTOMERS 50
7.3 - RETURN OF INVENTORY AND SALES AIDS BY DISTRIBUTORS UPON TERMINATION 50
7.3.1 - Montana Residents 51
7.4 - PROCEDURES FOR ALL RETURNS 51
SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS 52
8.1 - DISCIPLINARY SANCTIONS 52
8.2 - GRIEVANCES AND COMPLAINTS 53
8.3 - MEDIATION 53
8.4 - ARBITRATION 53
8.5 - GOVERNING LAW, JURISDICTION, AND VENUE 54
8.5.1 - LOUISIANA RESIDENTS 55
SECTION 9 - PAYMENTS 56
9.1 - INSUFFICIENT FUNDS AND INSUFFICIENT CREDIT 56
9.2 - RESTRICTIONS ON THIRD PARTY USE OF CREDIT CARDS AND BANK ACCOUNT ACCESS 56
9.3 - SALES TAXES 56
SECTION 10 - INACTIVITY, RECLASSIFICATION AND TERMINATION 57
10.1 - EFFECT OF TERMINATION 57
10.2 - TERMINATION DUE TO INACTIVITY 57
10.2.1 - FAILURE TO MEET PV QUOTA 57
10.2.2 - FAILURE TO EARN COMMISSIONS 58
10.3 - INVOLUNTARY TERMINATION 58
10.4 - VOLUNTARY TERMINATION 58
10.5 - NON-RENEWAL 58
10.6 - EXCEPTIONS TO ACTIVITY REQUIREMENTS 58
10.6.1 - MATERNITY 58
10.6.2 - MILITARY DEPLOYMENT 59
SECTION 11 - DEFINITIONS 60
SECTION 1 - INTRODUCTION
1.1 - Purpose of the Distributor Agreement and the Policies and Procedures
The purposes of the Distributor Agreement and the Policies and Procedures include the following:
To assist Distributors in building and protecting their businesses;
To protect Celluvation and its Distributors from legal and regulatory risks;
To establish standards of acceptable behavior;
To set forth the rights, privileges, and obligations of Celluvation and its Distributors; and
To define the relationship between Celluvation and its Distributors.
1.2 - Policies and Procedures Incorporated into Distributor Agreement
These Policies and Procedures, in their present form and as amended by Celluvation (doing business as and hereinafter “Celluvation” or the “Company”), are incorporated into, and form an integral part of, the Celluvation Independent Distributor Application and Agreement (“Distributor Agreement”). It is the responsibility of each Distributor to read, understand, adhere to, and insure that he or she is aware of and operating under the most current version of these Policies and Procedures. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Celluvation Distributor Application and Agreement (including the Terms and Conditions), these Policies and Procedures, and the Celluvation Business Entity Addendum (if applicable). These documents are incorporated by reference into the Celluvation Distributor Agreement (all in their current form and as amended by Celluvation).
1.3 - Changes to the Agreement
Celluvation reserves the right to amend the Agreement, the Compensation Plan, and its prices in its sole and absolute discretion. By executing the Distributor Agreement, a Distributor agrees to abide by all amendments or modifications that Celluvation elects to make. Amendments shall be effective thirty (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 web site; (2) electronic mail (e-mail); (3) posting in Distributors’ back-offices; (4) inclusion in Company periodicals; (5) inclusion in product orders or bonus checks; or (6) special mailings. The continuation of a Distributor’s Celluvation business, the acceptance of any benefits under the Agreement, or a Distributor’s acceptance of bonuses or commissions constitutes acceptance of all amendments.
1.4 - 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.
1.5 - 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 Celluvation to exercise any right or power under the Agreement or to insist upon strict compliance by a Distributor 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 Celluvation’s right to demand exact compliance with the Agreement. The existence of any claim or cause of action of a Distributor against Celluvation shall not constitute a defense to Celluvation’s enforcement of any term or provision of the Agreement.
1.6 - Company Use of Information
By submitting a Distributor Application and Agreement that is accepted by Celluvation, the Distributor consents to allow Celluvation, its affiliates, and any related company to: (a) process and utilize the information submitted in the Distributor Application and Agreement (as amended from time to time) for business purposes related to the Celluvation business; and (2) disclose, now or in the future, such Distributor information to companies which Celluvation may, from time to time, deal with to deliver information to a Distributor to improve its marketing, operational, and promotional efforts. A Distributor has the right to access his or her personal information via his or her respective back office, and to submit updates thereto.
SECTION 2 - BECOMING A DISTRIBUTOR
2.1 - Requirements to Become a Distributor
To become a Celluvation Distributor, each applicant must:
Be at least 18 years of age;
Reside in the United States or U.S. Territories or country that Celluvation has officially announced is open for business;
Provide Celluvation with his/her valid Social Security or Federal Tax ID number;
Purchase a Celluvation Business Kit (optional in North Dakota); and
Submit a properly completed online Distributor Application and Agreement to Celluvation.
Celluvation reserves the right to accept or reject any Distributor Application and Agreement for any reason or for no reason.
2.2 - Electronic Distributor System and Product Purchases
With the exception of the Electronic Distributor System, no person is required to purchase Celluvation products, sales aids, or to pay any charge or fee to become a Distributor. In order to familiarize new Distributors with Celluvation products, sales techniques, sales aids, and other matters, the Company requires that they purchase an Electronic Distributor System. Celluvation will repurchase resalable kits from any Distributor who terminates his or her Distributor Agreement pursuant to the terms of Section 7.3.
2.3 - Distributor Benefits
Once a Distributor Application and Agreement has been accepted by Celluvation, the benefits of the Compensation Plan and the Distributor Agreement are available to the new Distributor. These benefits include the right to:
Sell Celluvation products;
Participate in the Celluvation Compensation Plan (receive bonuses and commissions, if eligible);
Sponsor other individuals as Customers or Distributors into the Celluvation business and thereby, build a marketing organization and progress through the Celluvation Compensation Plan;
Receive periodic Celluvation literature and other Celluvation communications;
Participate in Celluvation-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and
Participate in promotional and incentive contests and programs sponsored by Celluvation for its Distributors.
2.4 - Term and Renewal of Your Celluvation Business
The term of the Distributor Agreement is one year from the date of its acceptance by Celluvation (subject to reclassification for inactivity after six months pursuant to Section 10.2). Distributors must renew their Distributor Agreement each year by paying an annual renewal fee of $14.00 on or before the anniversary date of their Distributor Agreement. If the renewal fee is not paid within thirty (30) days after the expiration of the current term of the Distributor Agreement, the Distributor Agreement will be automatically terminated. Distributors may elect to utilize the Automatic Renewal Program (“ARP”). Under the ARP, the renewal fee will be charged to the Distributor’s credit card on file with the Company. Distributors without a credit card or bank account must renew by phone or mail. Celluvation shall have the right in its sole and absolute discretion not to accept the Agreement or any renewal of it.
SECTION 3 - OPERATING A CELLUVATION BUSINESS
3.1 - Adherence to the Celluvation Compensation Plan
Distributors must adhere to the terms of the Celluvation Compensation Plan as set forth in official Celluvation literature. Distributors shall not offer the Celluvation opportunity through, or in combination with, any other system, program, sales tools, or method of marketing other than that specifically set forth in official Celluvation literature. Distributors shall not require or encourage other current or prospective Customers or Distributors to execute any agreement or contract other than official Celluvation agreements and contracts in order to become a Celluvation Distributor. Similarly, Distributors shall not require or encourage other current or prospective Customers or Distributors to make any purchase from, or payment to, any individual or other entity to participate in the Celluvation Compensation Plan other than those purchases or payments identified as recommended or required in official Celluvation documents or literature.
3.2 - Advertising
3.2.1 - General
All Distributors shall safeguard and promote the good reputation of Celluvation and its products. The marketing and promotion of Celluvation, the Celluvation opportunity, the Compensation Plan, and Celluvation products must avoid all discourteous, deceptive, misleading, unethical or immoral, or illegal conduct or practices.
To promote both the products and the tremendous opportunity Celluvation offers, Distributors must use the sales aids, business tools, and support materials produced or approved by Celluvation. The Company has carefully designed its products, product labels, Compensation Plan, and promotional materials to ensure that they are promoted in a fair and truthful manner, that they are substantiated, and the materials comply with the legal requirements of federal and state laws.
Distributors create and publish their own marketing materials, advertising materials, and/or other sales aids. However, all materials he or she produces must be submitted to the company for approval before they can be used or made public. Unless and until Celluvation provides written approval for any such marketing materials, advertising materials, and/or other sales aids, they may not be used or made public.
Distributors may not sell sales aids to other Celluvation Distributors. Therefore, Distributors who receive authorization from Celluvation to produce their own sales aids may not sell such material to any other Celluvation Distributor. Distributors may make approved material available to other Distributors free of charge if they wish, but may not charge other Celluvation Distributors for the material.
Celluvation further reserves the right to rescind approval for any sales tools, promotional materials, advertisements, or other literature, and Distributors waive all claims for damages or remuneration arising from or relating to such rescission.
3.2.2 - Trademarks and Copyrights
The name of Celluvation and other names as may be adopted by Celluvation are proprietary trade names, trademarks and service marks of Celluvation (collectively “marks”). As such, these marks are of great value to Celluvation and are supplied to Distributors for their use only in an expressly authorized manner. Celluvation will only allow the limited non-exclusive use of its marks, designs, or symbols, or any derivatives thereof, solely by a Distributor in the furtherance or operation of his or her Celluvation business, consistent with these Policies and Procedures. Celluvation will not allow the use of its marks, designs, or symbols, or any derivatives thereof, by any person, including Celluvation Distributors, in any manner without its prior, written permission.
The content of all Company sponsored events is copyrighted material. Distributors may not produce for sale or distribution any recorded Company events and speeches without written permission from Celluvation, nor may Distributors reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.
As an independent Distributor, you may use the Celluvation name in the following manner
Independent Celluvation Distributor
Independent Celluvation Distributor
Distributors may not use the name Celluvation in any form in your team name, a tagline, an external website name, your personal website address or extension, in an e-mail address, as a personal name, or as a nickname. Additionally, only use the phrase Independent Celluvation Distributor in your phone greeting or on your answering machine to clearly separate your independent Celluvation business from Celluvation, LLC. For example, you may not secure the domain name www.buyCelluvation.com, nor may you create an email address such as Celluvationsales@hotmail.com.
220.127.116.11 - Independent Celluvation Distributor Logo
If you use a Celluvation logo in any communication, you must use the Independent Distributor version of the Celluvation logo. Using any other Celluvation logo requires written approval. Please see the example below:
3.2.3 - Media and Media Inquiries
Distributors must not attempt to respond to media inquiries regarding Celluvation, its products, or their independent Celluvation business. All inquiries by any type of media must be immediately referred to Celluvation’s corporate office. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.
3.2.4 - Unsolicited Email
Celluvation does not permit Distributors to send unsolicited commercial emails unless such emails strictly comply with applicable state and federal laws and regulations including, without limitation, the federal CAN SPAM Act. The CAN-SPAM Act regulates the transmission of all commercial e-mail messages, not just unsolicited messages. A commercial e-mail message is defined as any e-mail that has a “primary purpose of . . . commercial advertisement or promotion of a commercial product or service.” This includes commercial e-mails sent to business e-mail accounts, as well as those sent to individual consumers.
18.104.22.168 - Requirements for All Commercial Email Messages
The Mailing List
The mailing list may include only persons who have affirmatively agreed (opted in) to receive commercial e-mail from you.
The mailing list must not include any recipient who has previously asked not to receive commercial e-mail from the business (opted out).
You must “scrub” the mailing list against available “do not e-mail” list at the last possible, commercially reasonable moment before the e-mail is sent.
The E-mail Message
The message must include complete and accurate transmission and header information.
The “From” line must identify your business as the sender. This does not have to include your business’s formal name, if any. For example, it may contain your business’s name, trade name, or product or service name. The key requirement is that the “From” line provide the recipient with enough information to understand who is sending the message.
The “Subject” line must accurately describe the message’s content.
The message must clearly include the business’s valid, current physical postal address. This address can be a:
o street address;
o post office box that the business has accurately registered with the US Postal Service; or
o private mailbox that the business has accurately registered with a commercial mail receiving agency established pursuant to US Postal Service regulations.
The message must disclose that it is an advertisement or solicitation unless the e-mail message is sent only to recipients who have affirmatively agreed (opted in) to receive these messages from the business.
There must be a functioning return email address to the sender.
The use of deceptive subject lines and/or false header information is prohibited.
The Opt-out Mechanism
The message must clearly explain that the recipient may opt out of receiving future commercial messages from the business.
The message must include either an e-mail address or other online mechanism that the recipient may use for this opt out. The mechanism must not require the recipient to:
o do anything more than reply to the e-mail or visit a single web page to opt out;
o make any payment or submit any personal information, including account information (other than e-mail address), to opt out; and
o the opt-out mechanism must work for at least 30 days after the e-mail is sent.
You must ensure that the explanation of how a recipient can opt out is easy to read and understand.
You may include a menu of opt-out options that permit the recipient to select the types of commercial messages the recipient would like to continue receiving. However, one option must permit opting out of all commercial messages from you.
You must honor all opt-out requests within ten business days.
Opt-out requests do not expire. An opt-out is overridden only by the recipient’s subsequent express (opt in) request to receive commercial e-mail.
All opt-out requests, whether received by email or regular mail, must be honored. If you receive an opt-out request from a recipient of an email, you must forward the opt-out request to the Company.
You may not sell, share or use a business’s opt-out list for any reason other than to comply with the law.
Monitoring Opt-out Capabilities – If you use a third-party service provider you must implement procedures to ensure that your opt-out capabilities actually work. An example of a basic procedure to test the opt-out procedure is as follows:
Establish e-mail accounts with several major private e-mail account providers (for example, Gmail, Yahoo, Hotmail, AOL, and so on) and add these e-mail addresses to the business’s mailing list. For each e-mail address created for monitoring purposes, use the business’s opt-out mechanism to remove the e-mail address from the mailing list.
Repeat this procedure on a regular basis (for example, at least every two weeks).
Examine the e-mail received by the monitoring e-mail account to confirm that the: the opt-out mechanism works; the opt-out request is honored within 10 business days; and the monitoring e-mail account no longer receives commercial messages from the business.
If the monitoring and testing process reveals problems, the business should immediately fix the issues.
Third-party Marketing Affiliates or Service Providers - When using third-party service providers, including affiliate marketers you should ensure that the written contract with the service provider clearly sets out each party’s responsibilities for compliance with the CAN-SPAM Act and includes appropriate and adequate remedies for noncompliance.
22.214.171.124 - Additional Requirements for Email Messages Sent to Wireless Devices
When sending commercial messages to wireless devices:
Ensure that you have the recipient’s prior, affirmative consent (opt in) to send the commercial message. The consent can be oral, written or electronic.
Ask for consent in a way that involves no cost to the recipient, for example:
o do not send the request to the wireless device; and
o allow the recipient to respond in a way that involves no cost (such as an online, e-mail or postal mail sign-up).
When seeking consent, make it clear that the recipient:
o is agreeing to receive commercial e-mail on his wireless device;
o may be charged to receive the e-mail; and
o can revoke his consent at any time.
126.96.36.199 - Commercial Email Messages Sent on Behalf of Distributors
The Celluvation may periodically send commercial emails on behalf of Distributors. By entering into the Distributor Agreement, Distributor agrees that the Company may send such emails and that the Distributor’s physical and email addresses will be included in such emails as outlined above. Distributors shall honor opt-out requests generated as a result of such emails sent by the Company.
3.2.5 - Unsolicited Faxes
Except as provided in this section, Distributors may not use or transmit unsolicited faxes in connection with their Celluvation business. The term "unsolicited faxes" means the transmission via telephone facsimile or computer of any material or information advertising or promoting Celluvation, 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: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Distributor 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 Distributor and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Distributor; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.
3.2.6 - Telephone Directory Listings
Distributors may list themselves as an “Independent Celluvation Distributor” in the white or yellow pages of the telephone directory, or with online directories, under their own name. No Distributor may place telephone or online directory display ads using Celluvation's name or logo. Distributors may not answer the telephone by saying “Celluvation”, “Celluvation Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Celluvation. If a Distributor wishes to post his/her name in a telephone or online directory, it must be listed in the following format:
Independent Celluvation Distributor
3.2.7 - Television and Radio Advertising
Distributors may not advertise on television and radio except with Celluvation’s express written approval.
3.2.8 - Advertised Prices
Distributors may not create their own marketing or advertising material offering any Celluvation products at a price less than the current Suggest Retail Price (“SRP”). Similarly, Distributors may not sell any Celluvation products at a price less than the current SRP.
3.3 - Online Conduct
3.3.1 - Distributor Web Sites
If a Distributor desires to utilize an Internet web page to promote his or her business, he or she may do so through the Company’s official web site, using official Celluvation Replicated Website templates. Through their replicated websites, Distributors can take orders, enroll new Customers and Distributors, place Customers on the Autoship Program, as well as manage their Celluvation business. Alternatively, Distributors may develop their own External Registered Websites. However, any Distributor who wishes to develop his or her own External Registered Website must submit a properly completed External Website Registration Application and Agreement along with the proper website registration fee and receive the Company’s prior written approval before the website goes live and is visible to any third party. Once a website is approved by Celluvation in writing, it is a “Registered External Website.” Any changes to the Registered External Website must be submitted to Celluvation, and the Distributor must receive Celluvation’s written authorization to make the change before going live with the change.
Distributors may create their own External Registered Websites, so long as the website and its content comply with the terms of Celluvation’s Policies and Procedures and applicable laws. It is the Distributor’s obligation to ensure his or her online marketing activities are truthful, are not deceptive and do not mislead prospective or current Customers or Distributors in any way. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will result in disciplinary action. Deceptive and misleading tactics include, but are not limited to, spam linking (or blog spam), deceptive or misleading search engine optimization (“SEO”) tactics (e.g., deceptive or misleading metatags), deceptive or misleading click-through ads (i.e. having the display URL of a Pay-Per-Click (“PPC”) campaign appear to be directed to an official Celluvation Corporate Site when it in fact goes elsewhere), unapproved banner ads, and unauthorized press releases. Celluvation will be the sole determinant of truthfulness and whether specific activities are misleading or deceptive.
3.3.2 - Celluvation Replicated Websites
Distributors receive a Celluvation Replicated Website subscription to facilitate online buying experience for their Customers and enrollments for prospective Customers and Distributors. Distributors are solely responsible and liable for the content they add to their Replicated Website and must regularly review the content to ensure it is accurate and relevant.
Distributors may not alter the branding, artwork, look, or feel of their Replicated Website, and may not use their Replicated Website to promote, market or sell non-Celluvation products or income opportunities. Specifically, you may not alter the look (placement, sizing etc.) or functionality of the following:
The Celluvation Independent Distributor Logo
Celluvation Corporate Website Redirect Button
Artwork, logos, or graphics
Because Replicated Websites reside on the eaccrc.com domain, Celluvation reserves the right to receive analytics and information regarding the usage of your website.
By default, your Celluvation Replicated Website URL is www.eaccrc.com/<distributorID#>. You must change this default ID and choose a uniquely identifiable website name that cannot:
Be confused with other portions of the Celluvation corporate website;
Confuse a reasonable person into thinking they have landed on a Celluvation corporate page;
Be confused with any Celluvation name;
Contain any discourteous, misleading, or off-color words or phrases that may damage Celluvation’s image.
3.3.3 - Registered External Website Content
The term External Website refers to a Distributor’s own personal website, or other web presence that is used for a Distributor’s business, but which is not hosted on Celluvation’s servers and has no official affiliation with Celluvation . In addition to traditional websites, a blog or website developed on a blogging platform, that promotes Celluvation products and/or the Celluvation opportunity is considered an External Website. A Distributor is allowed to have an External Website to personalize his or her business and promote the opportunity, but such External Website must be approved in writing by Celluvation. If a Distributor wishes to develop an External Website, he/she must:
a. Submit an executed External Website Request to Celluvation’s Compliance Department at firstname.lastname@example.org and receive Celluvation’s written approval in advance of being available for public viewing ;
b. Submit the content of the External Website to Celluvation for approval in advance of being available for public viewing. Celluvation reserves the right to disapprove of any External Website, and the Distributor waives all claims against Celluvation should such authorization be withheld or rescinded ;
c. Adhere to the branding and image usage policies described in these Policies and Procedures;
d. Agree to modify the External Website to comply with current and future Policies and Procedures;
e. Agree to terminate the External Website upon Cancellation of the Distributor’s Distributor Agreement.
Distributors are solely responsible and liable for their own Registered External Website content, messaging, claims, and information and must ensure that it appropriately represents and enhances the Celluvation brand and adheres to Celluvation’s Policies and Procedures. Therefore, even if a Distributor does not own or operate a blog or Social Media site, if a Distributor posts to any such site that relates to Celluvation or which can be traced to Celluvation, the Distributor is responsible for the posting. The Distributor is also responsible for postings by others that appear on any blog or Social Media site that the Distributor owns, operates or controls. Additionally, Registered External Websites must not contain disingenuous popup ads or promotions or malicious code. Decisions and corrective actions in this area are at Celluvation’s sole discretion.
A Distributor’s External Website may not link to any other site than a Celluvation replicated website. A Distributor may place inbound links to his or her Registered External Website, but sites from which the Distributor links must not contain any violent, hateful, pornographic, or illegal content or any other content which may damage Celluvation’s reputation. Whether content is or may be damaging to Celluvation’s reputation shall be in the sole discretion of Celluvation.
If a Distributor uses the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is the Distributor’s responsibility to ensure that he or she has received the proper license to use such intellectual property and pay the appropriate license fee. All third-party intellectual property must be properly referenced as the property of the third party, and the Distributor must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.
3.3.4 - Celluvation Independent Distributor Disclosure
To avoid confusion, the following three elements must be prominently displayed at the top of every page of your Registered External Website:
The Celluvation Independent Distributor Logo
Your Name and Title
Celluvation Corporate Website Redirect Button
Although Celluvation brand themes and images are desirable for consistency, anyone landing on any page of a Distributor’s External Website must clearly understand that they are at an Independent Distributor site, and not a Celluvation Corporate page.
3.3.5 - Registered External Websites Must Exclusively Promote Celluvation
Your Celluvation Registered External Website must contain content and information that is exclusive to Celluvation. You may not advertise other products other than the Celluvation product line and the Celluvation opportunity.
3.3.6 - No eCommerce or Stock-and-Sell Retailing
A Distributor’s Registered External Website must only facilitate the entry into his/her Celluvation Replicated Website. Distributors may not stock and sell Celluvation products, nor may you facilitate an e-commerce environment that would facilitate this model. All orders must be placed through your official Replicated Website or Distributor Workstation.
3.3.7 - Registered External Website Termination
In the event of the voluntary or involuntary termination of your Distributor Agreement, you must remove your Registered External Website from public view within three days and redirect (forward) all traffic from that domain to www.eaccrc.com. Your external website may be transferred to another Celluvation Distributor, subject to Celluvation approval, on a case-by-case basis.
3.3.8 - Team Websites
Distributors who have achieved the rank of National Director or higher may create their own Team Website. You may use team websites for the purposes of connecting, communicating, training, education and sharing best practices among team members. Because these sites may contain sensitive and Company-specific information, these team websites must be password protected and may only be shared with members of your downline.
An eligible Distributor who wants to develop his or her own Team Website must submit a properly completed Team Website Registration Application and Agreement along with the proper website registration fee and receive the Company’s prior written approval before the website goes live and is visible to any third party. Once a Team Website is approved by Celluvation in writing, it is a “Registered Team Website.” Any changes to the Registered Team Website must be submitted to Celluvation, and the Distributor must receive Celluvation’s written authorization to make the change before going live with the change. Distributors who own or operate a Registered Team Website must provide Celluvation with a user ID and password to be able to access the website from time to time. Registered Team Websites must comply with the terms of Celluvation’s Policies and Procedures and applicable laws.
3.3.9 - Domain Names, email Addresses and Online Aliases
You are not allowed to use or register Celluvation or any of Celluvation’s trademarks, product names, or any derivatives, for any Internet domain name, email address, social media website, blog website, online handles or online aliases. Additionally, you cannot use or register domain names, email addresses, social media websites, blog websites, online handles 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 Celluvation. Examples of the improper use of Celluvation include, but are not limited to any form of Celluvation showing up as the sender of an email or examples such as:
3.3.10 - Celluvation Hotlinks
When directing readers to your Registered External Website or replicated site it must be evident from a combination of the link, and the surrounding context, to a reasonable reader, that the link will be resolving to the site of an independent Celluvation Distributor. Attempts to mislead web traffic into believing they are going to a Celluvation corporate site, when in fact they land at a Distributor site (replicated or registered external) will not be allowed. The determination as to what is misleading or what constitutes a reasonable reader will be at Celluvation’s sole discretion.
3.3.11 - Monetizing Websites
Distributors may not monetize their Replicated Website or their Registered External Website through affiliate programs, pay-per-click or cost-per-impression advertising, selling ad space, accepting donations, accepting sponsored posts or articles, adSense, or similar programs.
3.3.12 - Online Classifieds
You may not use online classifieds (including Craigslist) to list, sell or retail specific Celluvation products or product bundles. You may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring and informing the public about the Celluvation income opportunity, provided Celluvation-approved templates/images are used. These templates will identify you as an Independent Celluvation Distributor. If a link or URL is provided, it must link to your Replicated Website or your Registered External Website.
3.3.13 - eBay / Online Auctions
Celluvation’s products may not be listed on eBay or other online auctions, nor may Distributors enlist or knowingly allow a third party to sell Celluvation products on eBay, other online auction site, or ecommerce sites, such as Amazon.com, MercadoLibre.com, AliBaba.com, TowBow.com, etc.. A Distributor who becomes aware, or should have reasonably become aware, that a third party to whom he or she sells Celluvation products on eBay or any other online auctions must immediately discontinue all sales to the third party.
3.3.14 - Online Retailing
Distributors may not list or sell Celluvation products on any online retail store or ecommerce site (such as Amazon), nor may you enlist or knowingly allow a third party to sell Celluvation products on any online retail store or ecommerce site. A Distributor who becomes aware, or should have reasonably become aware, that a third party to whom he or she sells Celluvation products on any online retail store or ecommerce site must immediately discontinue all sales to the third party.
3.3.15 - Banner Advertising
You may place banner advertisements on a website provided you use Celluvation-approved templates and images. All banner advertisements must link to your Replicated Website or a Registered External Website. Distributors 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 Celluvation products or the Celluvation opportunity. Banner advertisements may not be placed on any website that contains any violent, hateful, pornographic, or illegal content or any other content which may damage Celluvation’s reputation . Whether content is or may be damaging to Celluvation’s reputation shall be in the sole discretion of Celluvation.
3.3.16 - Spam Linking
Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments you make on blogs, forums, guest books, etc., must be unique, informative and relevant.
3.3.17 - Digital Media Submission (YouTube, iTunes, PhotoBucket etc.)
Distributors may upload, submit or publish Celluvation-related video, audio or photo content that they develop and create so long as it aligns with Celluvation’s values, contributes to the Celluvation community greater good, and is in compliance with Celluvation’s Policies and Procedures. All submissions must clearly identify you as an Independent Celluvation Distributor in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that you are solely responsible for this content. Distributors may not upload, submit or publish any content (video, audio, presentations or any computer files) received from Celluvation or captured at official Celluvation events or in buildings owned, leased, or operated by Celluvation without prior written permission from Celluvation.
3.3.18 - Sponsored Links / Pay-Per-Click (PPC) Ads
Except as prohibited elsewhere within the Policies and Procedures, sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to the sponsoring Distributor’s Replicated Website or to the sponsoring Distributor’s Registered External Website. The display URL must also be to the sponsoring Distributor’s Replicated Website or to the sponsoring Distributor’s Registered External Website, and must not portray any URL that could lead the user to believe they are being directed to a Celluvation Corporate site, or be inappropriate or misleading in any way.
3.3.19 - Domain Names and Email Addresses
Except as set forth in the Distributor Website Application and Agreement, Distributors may not use or attempt to register any of Celluvation’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative of the foregoing, for any Internet domain name, email address, or social media name or address.
3.3.20 - Social Media
In addition to meeting all other requirements specified in these Policies and Procedures, should you utilize any form of social media, including but not limited to Facebook, Instagram, Snapchat, Twitter, LinkedIn, YouTube, or Pinterest, you agree to each of the following:
No product sales or enrollments may occur on any social media site. To generate sales, a social media site must link only to your Celluvation Replicated Website.
Any social media site that is directly or indirectly operated or controlled by a Distributor that is used to discuss or promote Celluvation’s products or the Celluvation opportunity may not link to any website, social media site, or site of any other nature, other than the Distributor’s Celluvation replicated website.
During the term of this Agreement and for a period of 12 calendar months thereafter, a Distributor may not use any social media site on which they discuss or promote, or have discussed or promoted, the Celluvation business or Celluvation’s products to directly or indirectly solicit Celluvation Distributors for another direct selling or network marketing program (collectively, “direct selling”). In furtherance of this provision, a Distributor shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Distributors relating to the Distributor’s other direct selling business activities. Violation of this provision shall constitute a violation of the non-solicitation provision in Section 3.11 (Conflicts of Interest) below.
A Distributor may post or “pin” photographs of Celluvation products on a social media site, but only photos that are provided by Celluvation and downloaded from the Distributor’s Back-Office may be used.
If a Distributor creates a business profile page on any social media site that promotes or relates to Celluvation, its products, or opportunity, the business profile page must relate exclusively to the Distributor’s Celluvation business and Celluvation products. If the Distributor’s Celluvation business is terminated for any reason or if the Distributor becomes inactive, the Distributor must deactivate the business profile page.
In addition to the requirements specified in elsewhere in these Policies and Procedures, if a Distributor utilizes any form of Social Media, he or she agrees to each of the following:
a. To generate sales and/or enroll a Distributor, a Social Media site must link only to the Distributor’s replicated website or the Distributor’s External Website.
b. Other than Pinterest and similar Social Media sites, any Social Media site that is directly or indirectly operated or controlled by a Distributor that is used to discuss or promote Celluvation products or the Celluvation opportunity may not link to any website, Social Media site, or site of any other nature, other than the Distributor’s replicated website or the Distributor’s External Website.
c. If a Distributor creates a business profile page on any Social Media site that promotes or relates to Celluvation, its products, or opportunity, the business profile page must relate exclusively to the Distributor’s Celluvation business and Celluvation products. If the Distributor’s Celluvation business is terminated for any reason, or if the Distributor becomes inactive, the Distributor must deactivate the business profile page.
3.3.21 - Prohibited Postings
A Distributor may not make any postings, or link to any postings or other material that are:
a. Sexually explicit, obscene, or pornographic;
b. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
c. Graphically violent, including any violent video game images;
d. Solicitous of any unlawful behavior;
e. Engaged in personal attacks on any individual, group, or entity; or
f. In violation of any intellectual property rights of the Company or any third party.
3.3.22 - Responding to Negative Posts
A Distributor is prohibited from conversing with others who place a negative post against them, other Distributors or the Company. The Distributor must report negative posts to Celluvation’s Compliance Department at email@example.com.
3.4 - 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 Celluvation Distributor by submitting a Distributor Application and Agreement along with a properly completed Business Entity Registration Form and a properly completed IRS Form W-9. The Business Entity, as well as all shareholders, members, managers, partners, trustees, or other parties with any ownership (legal or equitable) interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Parties”) are individually, jointly and severally liable for any indebtedness to Celluvation, compliance with the Celluvation Policies and Procedures, the Celluvation Distributor Agreement, and other obligations to Celluvation.
3.4.1 - Addition or Removal of an Affiliated Party
When adding an Affiliate Party to an existing Celluvation distributorship, the Company requires a signed written request as well as a properly completed Distributor Agreement containing the original Applicant’s/Applicants’ and new Affiliated Party’s/Parties/ information, tax identification numbers and signatures. The original documents (not copies) relating to addition or removal of an Affiliate Party must be submitted to Celluvation’s Customer Service Department by mail or overnight courier to 10775 Double R Boulevard, Suite 888, Reno, Nevada 89521-8956.
To prevent the circumvention of Sections 3.25 (Sale, Transfer or Assignment of Celluvation Business) and 3.5, (Change of Sponsor), if any Affiliated Party wants to terminate his or her relationship with the Business Entity or Celluvation, the Affiliated Party must terminate his or her affiliation with the Business Entity, notify Celluvation in writing that he or she has terminated his/her affiliation with the Business Entity, and must comply with the provisions of Section 3.25 (Sale, Transfer or Assignment of Celluvation Business). When removing a co-applicant from an existing Celluvation account, the Company requires a written and notarized request from the departing Affiliated Party/Parties, as well as a properly completed Distributor Agreement containing only the remaining Affiliate Party’s/Parties’ federal tax identification number and signature(s). In addition, the Affiliated Party terminating his/her/its their interest in the Business Entity may not participate in any other Celluvation business for six consecutive calendar months in accordance with Section 3.5.3 (Termination and Re-application). If the Business Entity wishes to bring on any new Affiliated Party, it must adhere to the requirements of Section 3.25 (Sale, Transfer or Assignment of Celluvation Business).
The modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 3.5 (Change of Sponsor), below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed Distributor Application and Agreement.
The original documents (not copies) relating to addition or removal of an Affiliate Party must be submitted to Celluvation’s Customer Service Department by mail or overnight courier to 10775 Double R Boulevard, Suite 888, Reno, Nevada 89521-8956. Celluvation may, at its discretion, require notarized documents before implementing any changes to a Celluvation business. Please allow thirty (30) days after the receipt of the request by Celluvation for processing.
3.4.2 - Changes to a Business Entity
Each Distributor must immediately notify Celluvation of all changes to type of business entity they utilize in operating their businesses and the addition or removal of business Affiliated Parties.
3.5 - Change of Sponsor
Celluvation strongly discourages changes in sponsorship. In order to protect all Sponsors, no Distributor may interfere with the relationship between another Distributor and his or her Sponsor in any way. A Distributor may not offer, entice, encourage, solicit, recruit, or otherwise influence or attempt to persuade another Distributor to change his or her Sponsor or line of sponsorship, either directly or indirectly. Accordingly, the transfer of a Celluvation business from one sponsor to another is rarely permitted. Requests for change of sponsorship must be submitted in writing to the Distributor Services Department, and must include the reason for the transfer. Transfers will only be considered in the following three circumstances:
3.5.1 - Misplacement
In cases in which the new Distributor is sponsored by someone other than the individual he or she was led to believe would be his or her Sponsor, a Distributor may request that he or she be transferred to another organization with his or her entire marketing organization intact. Requests for transfer under this policy will be evaluated on a case-by-case basis and must be made within thirty (30) days from the date of enrollment. The Distributor requesting the change has the burden of proving that he or she was placed beneath the incorrect sponsor. It is up to Celluvation’s discretion whether the requested change will be implemented.
3.5.2 - Upline Approval
The Distributor seeking to transfer submits a properly completed and fully executed Sponsorship Transfer Form which includes the written approval of his or her immediate upline Sponsor/Distributor in his or her marketing organization. Photocopied or facsimile signatures are not acceptable. All Distributor signatures must be notarized. The Distributor who requests the transfer must submit a fee of $50.00 for administrative charges and data processing. If the transferring Distributor also wants to move any of the Distributors in his or her marketing organization, each downline Distributor must also obtain a properly completed Sponsorship Transfer Form and return it to Celluvation with the $50.00 change fee (i.e., the transferring Distributor and each Distributor in his or her marketing organization multiplied by $50.00 is the cost to move a Celluvation business.) Downline Distributors will not be moved with the transferring Distributor unless all of the requirements of this paragraph are met. Transferring Distributors must allow thirty (30) days after the receipt of the Sponsorship Transfer Forms by Celluvation for processing and verifying change requests.
3.5.3 - Termination and Re-application
A Distributor may legitimately change organizations by voluntarily canceling his or her Celluvation business and remaining inactive (i.e., no purchases of Celluvation products for resale, no sales of Celluvation products, no sponsoring, no attendance at any Celluvation functions, participation in any other form of Distributor activity, or operation of any other Celluvation business, no income from the Celluvation business) for six (6) full calendar months. Following the six month period of inactivity, the former Distributor may reapply under a new sponsor, however, the former Distributor’s downline will remain in their original line of sponsorship. Celluvation will consider waiving the six month waiting period under exceptional circumstances. Such requests for waiver must be submitted to Celluvation in writing.
Any change in sponsorship in accordance with this Policy at any rank is limited to one time in the Distributor’s life. Celluvation will not accept a Distributor Agreement for a Distributor wishing to change sponsors beyond the first sponsor change made in accordance with this Policy.
3.5.4 - Waiver of Claims
In cases in which the appropriate sponsorship change procedures have not been followed, and a downline organization has been developed in the second business developed by a Distributor, Celluvation reserves the sole and exclusive right to determine the final disposition of the downline organization. Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult. Therefore, DISTRIBUTORS WAIVE ANY AND ALL CLAIMS AGAINST CELLUVATION, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM CELLUVATION’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.
3.6 - Unauthorized Claims and Actions
3.6.1 - Indemnification
A Distributor is fully responsible for all of his or her verbal and written statements made regarding Celluvation products and the Compensation Plan that are not expressly contained in official Celluvation materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through Social Media, in print, or any other means of communication. Distributors agree to indemnify Celluvation and Celluvation’s directors, officers, employees, and agents, and hold them harmless from all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by Celluvation as a result of the Distributor’s unauthorized representations or actions. This provision shall survive the termination of the Distributor Agreement.
3.6.2 - Product Claims
No claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by Celluvation may be made except those contained in official Celluvation literature. In particular, no Distributor may make any claim that Celluvation products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases or symptoms of diseases. Such statements can be perceived as drug claims, and they may lack adequate substantiation. Not only are such claims in violation of the Distributor Agreement, they also violate the laws and regulations of the United States and other jurisdictions.
3.6.3 - Compensation Plan Claims
When presenting or discussing the Celluvation Compensation Plan, you must make it clear to prospects that financial success with Celluvation requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include:
It’s a turnkey system;
The system will do the work for you;
Just get in and your downline will build through spillover;
Just join and I’ll build your downline 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 month.
The above are merely examples of improper representations about the Compensation Plan. It is important that you do not make these or any other representations that could lead a prospect to believe that they can be successful as a Celluvation Distributor without commitment, effort, and sales skill.
3.6.4 - Income Disclosure Statement
Celluvation’s corporate ethics compel us to do not merely what is legally required, but rather, to conduct the absolute best business practices. To this end, we have developed the Celluvation Income Disclosure Statement (“IDS”). The Celluvation IDS is designed to convey truthful, timely, and comprehensive information regarding the income that Celluvation Distributors earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Distributors. The failure to comply with this policy constitutes a significant and material breach of the Celluvation Distributor Agreement and will be grounds for disciplinary sanctions, including termination, pursuant to Section 9.1 (Disciplinary Sanctions).
A Distributor, when presenting or discussing the Celluvation opportunity or Compensation Plan to a prospective Distributor, may not make income projections, income claims, or disclose his or her Celluvation income (including the showing of checks, copies of checks, bank statements, or tax records) unless, at the time the presentation is made, the Distributor provides a current copy of the Celluvation Income Disclosure Statement (IDS) to the person(s) to whom he or she is making the presentation.
A copy of the IDS must be presented to a prospective Distributor (someone who is not a party to a current Celluvation Distributor Agreement) anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.
The terms “income claim” and/or “earnings representation” (collectively “income claim”) include: (1) statements of actual earnings; (2) statements of projected earnings; (3) statements of earnings ranges; (4) income testimonials; (5) lifestyle claims; and (6) hypothetical claims.
A lifestyle income claim typically includes statements (or pictures) involving large homes, luxury cars, exotic vacations, or other items suggesting or implying wealth. They also consist of references to the achievement of one's dreams, having everything one always wanted, and are phrased in terms of “opportunity” or “possibility” or “chance.” Claims such as “My Celluvation income exceeded my salary after six months in the business,” or “Our Celluvation business has allowed my wife to come home and be a full-time mom” also fall within the purview of “lifestyle” claims.
A hypothetical income claim exists when you attempt to explain the operation of the compensation plan through the use of a hypothetical example. Certain assumptions are made regarding some or all of the following: (1) number of personally-enrolled Customers and Distributors; (2) number of downline Customers and Distributors; (3) average sales/purchase volume/sales volume per Customer and Distributor; and (4) total organizational volume. Applying these assumptions through the compensation plan yields income figures which constitute hypothetical income claims.
In any non-public meeting (e.g., a home meeting, one-on-one, regardless of venue) with a prospective Distributor or Distributors in which the Compensation Plan is discussed or any type of income claim is made, you must provide the prospect(s) with a copy of the IDS. In any meeting that is open to the public in which the Compensation Plan is discussed or any type of income claims is made, you must provide every prospective Distributor with a copy of the IDS and you must display at least one (3 foot x 5 foot poster board) in the front of the room in reasonably close proximity to the presenter(s). In any meeting in which any type of video display is utilized (e.g., monitor, television, projector, etc.) a slide of the IDS must be displayed continuously throughout the duration of any discussion of the Compensation Plan or the making of an income claim.
Copies of the IDS may be printed or downloaded without charge from the corporate website at http://www.eaccrc.com.
Distributors who develop sales aids and tools in which the Compensation Plan or income claims are present must incorporate the IDS into each such sales aid or tool prior to submission to the Company for review.
3.7 - Repackaging and Re-labeling Prohibited
Celluvation products must be sold in their original packaging. Distributors may not repackage, re-label, or alter the labels on Celluvation products. Tampering with labels/packaging could be a violation of federal and state laws, and may result in civil or criminal liability. Distributors may affix a personalized sticker with your personal/contact information to each product or product container, as long as you do so without removing existing labels or covering any text, graphics, or other material on the product label.
3.8 - Commercial Outlets
Distributors may not sell Celluvation products from a commercial outlet, nor may Distributors display or sell Celluvation 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 Celluvation products.
3.9 - Military Installations
The offer, promotion, or sale of the goods and services, or the offer and promotion of the Celluvation opportunity on a military installation is not a right – it is a privilege. Even if a Distributor lives on a military installation, he or she does not have the right to offer our products or opportunity to anyone on that installation without the permission of the installation Commander. For the purposes of the U.S. Navy personnel and Navy Regulations, the definition of an “installation” also includes U.S. Navy vessels.
Any Distributor who wants to offer, promote, or sell Celluvation products, or offer and promote the Celluvation opportunity (these activities will be collectively referred to as “commercial solicitation activities”) on a military installation must make an inquiry to the office of the installation Commander to determine whether the Commander has granted permission for Celluvation Distributors to engage in such activities on the installation. If the Commander has not done so, the Distributor must contact Celluvation’s offices to ask the Company to obtain the Commander’s permission. Distributors are prohibited from seeking such permission from any installation Commander. If obtained, the permission to engage in commercial solicitation activities on a military installation is granted only for one particular installation.
Any Distributor who intends to engage in commercial solicitation activities on a military installation must be aware of and become completely familiar with the applicable military Regulation or Instruction. There are many activities that are permissible in a civilian environment that are not permissible on a military installation. Some of these activities include, but are not limited to:
Solicitation during enlistment or induction processing or during basic combat training, and within the first half of the one station unit training cycle.
Solicitation of “mass,” “group,” or “captive” audiences.
Making appointments with or soliciting military personnel during their normally-scheduled duty hours.
Soliciting without an appointment in areas used for housing or processing transient personnel, or soliciting in barracks areas used as quarters.
Use of official military identification cards or vehicle decals by active duty, retired, or reserve members of the military services to gain access to Army installations for the purpose of soliciting. (When entering the installation for the purpose of solicitation, Distributors with military identification cards and/or installation vehicle decals must present documentation issued by the installation authorizing solicitations.)
Offering rebates to promote transaction or to eliminate competition.
Any oral or written representations which suggest or appear that the military branch sponsors or endorses the Company or its Distributors, or the goods, services, and commodities offered for sale.
The designation of any agent or the use by any agent of titles (for example, “Battalion Insurance Counselor,” “Unit Insurance Advisor,” “Servicemen’s Group Life Insurance Conversion Consultant”) that in any manner states or implies any type of endorsement from the U.S. Government, the Armed Forces, or any State or Federal agency or Government entity.
Entry into any unauthorized or restricted area.
Distribution of literature other than to the person being interviewed.
Contacting military personnel by calling a Government telephone, faxing to a Government fax machine, or sending e-mail to a Government computer, unless a pre-existing relation (that is, the military member is a current client or requested to be contacted) exists between the parties and the military member has not asked for the contact to be terminated.
Soliciting door to door or without an appointment.
The foregoing items are not an all-inclusive list. There are many more prohibited activities that are addressed in the applicable military Regulation or Instruction. The violation of military Regulations or Instructions by one Distributor could jeopardize the ability of all Celluvation Distributors to engage in commercial solicitation activities on a particular military installation or even the entire branch of the military involved (e.g., Army, Air Force, Navy, Marines, or Coast Guard).
3.10 - Trade Shows, Expositions and Other Sales Forums
Distributors may display and/or sell Celluvation products at trade shows and professional expositions. Before submitting a deposit to the event promoter, Distributors must contact the Distributor Services department in writing for conditional approval, as Celluvation’s policy is to authorize only one Celluvation business per event. Final approval will be granted to the first Distributor who submits an official advertisement of the event, a copy of the contract signed by both the Distributor and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Distributor Services Department. Celluvation 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 Celluvation opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image Celluvation wishes to portray.
3.11 - Conflicts of Interest
3.11.1 - Crossline Recruiting
Distributors are prohibited from crossline recruiting. The use of a spouse or relative’s name, trade names, DBAs, assumed names, entities, federal identification numbers, or fictitious identification numbers, or any other device or contrivance to circumvent this policy is prohibited. A Distributor shall not demean, discredit, or defame other Celluvation Distributors in an attempt to entice another customer, Distributor or prospective Distributor to become part of his or her organization.
For the purposes of this Section 3.11.1, the term “crossline recruiting” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any way, either directly, indirectly, or through a third party, of another Celluvation Distributor or Customer to enroll, join, or otherwise participate in another Celluvation marketing organization, downline, or line of sponsorship other than the one in which he, she, or it originally enrolled.
3.11.2 - Nonsolicitation
Celluvation Distributors are free to participate in other direct selling, multilevel marketing, or network marketing entities, businesses, organizations, opportunities, or ventures (collectively referred to as a “network marketing business”). However, during the term of this Agreement, any renewal or extension hereof, and for a period of one (1) year following the termination of a Distributor’s Independent Distributor Agreement, with the exception of a Distributor who is personally sponsored by the Distributor (or former Distributor, as may be applicable), a Distributor (or former Distributor) may not recruit any Celluvation Distributor or Customer for another network marketing business. Distributors and the Company recognize that because network marketing is conducted through networks of independent contractors 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, Distributors and Celluvation agree that this non-solicitation provision shall apply nationwide throughout the United States and to all international markets in which Distributors are located. This provision shall survive the termination or expiration of the Distributor Agreement.
For the purposes of this Section 3.11.2, the term “recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any way (either directly, indirectly, or through a third party) another Celluvation Distributor or Customer to: (1) enroll, join, or otherwise participate in another network marketing business; or (2) terminate or alter his or her business or contractual relationship with the Celluvation. The term “recruit” also includes the above activities in the event that the Distributor’s actions are in response to an inquiry made by another Distributor or Customer.
3.11.3 - Distributor Participation in Other Network Marketing Programs
If a Distributor is engaged in other non-Celluvation network marketing business, it is the responsibility of the Distributor to ensure that his or her Celluvation business is operated entirely separate and apart from any other network marketing business. To this end, the following must be adhered to:
Distributors must not sell, or attempt to sell, any competing non-Celluvation programs or products to Celluvation Customers or Distributors. Any program or product in the same generic categories as Celluvation products is deemed to be competing, regardless of differences in cost, quality or other distinguishing factors. This provision does not apply where professional services are the primary source of revenues and the product sales are secondary to the provision of such services (e.g., physician’s offices, health clinics, health clubs, gyms, spas or beauty salons). However, a Distributor may sell non-competing products or services to Celluvation Customers or Distributors who are personally-sponsored.
Distributors shall not display Celluvation promotional material, sales aids or products with or in the same location as, any non-Celluvation promotional material or sales aids or products.
Distributors shall not offer the Celluvation opportunity or products to prospective or existing Customers or Distributors in conjunction with any non-Celluvation program, opportunity, product or service.
Distributors may not offer any non-Celluvation opportunity, products or opportunity at any Celluvation-related meeting, seminar, convention, webinar, teleconference, or other function.
3.11.4 - Confidential Information
“Confidential Information” includes, but is not limited to, Downline Genealogy Reports, the identities of Celluvation customers and Distributors, contact information of Celluvation customers and Distributors, Distributors’ personal and group sales volumes, Distributor rank and/or achievement levels, and other financial and business information. All Confidential Information (whether oral or in written or electronic form) is proprietary information of Celluvation and constitutes a business trade secret belonging to Celluvation. Confidential Information is, or may be available, to Distributors in their respective back-offices. Distributor access to such Confidential Information is password protected, and is confidential and constitutes proprietary information and business trade secrets belonging to Celluvation. Such Confidential Information is provided to Distributors in strictest confidence and is made available to Distributors for the sole purpose of assisting Distributors in working with their respective downline organizations in the development of their Celluvation business. Distributors may not use the reports for any purpose other than for developing, managing, or operating their Celluvation business. Where a Distributor participates in other multi-level marketing ventures, he/she is not eligible to have access to Downline Genealogy Reports. Distributors should use the Confidential Information to assist, motivate, and train their downline Distributors. The Distributor and Celluvation agree that, but for this agreement of confidentiality and nondisclosure, Celluvation would not provide Confidential Information to the Distributor.
To protect the Confidential Information, Distributors 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 Celluvation or for any purpose other than promoting his or her Celluvation business;
Recruit or solicit any Distributor or Customer of Celluvation listed on any report or in the Distributor’s back-office, or in any manner attempt to influence or induce any Distributor or Customer of Celluvation, to alter their business relationship with Celluvation; or
Use or disclose to any person, partnership, association, corporation, or other entity any Confidential Information.
The obligation not to disclose Confidential Information shall survive cancellation or termination of the Agreement, and shall remain effective and binding irrespective of whether a Distributor’s Agreement has been terminated, or whether the Distributor is or is not otherwise affiliated with the Celluvation. Upon nonrenewal or termination of the Agreement, Distributors must immediately discontinue all use of the Confidential Information and if requested by the Celluvation promptly return all materials in their possession to the Celluvation within five (5) business days of request at their own expense.
3.12 - Targeting Other Direct Sellers
Celluvation does not condone Distributors specifically or consciously targeting the sales force of another direct sales company to sell Celluvation products or to become Distributors for Celluvation, nor does Celluvation condone Distributors solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Distributors engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against a Distributor alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, Celluvation will not pay any of the Distributor’s defense costs or legal fees, nor will Celluvation indemnify the Distributor for any judgment, award, or settlement.
3.13 - Errors or Questions
If a Distributor has questions about or believes any errors have been made regarding commissions, bonuses, genealogy lists, or charges, the Distributor must notify Celluvation in writing within 60 days of the date of the purported error or incident in question. Celluvation will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.
3.14 - Governmental Approval or Endorsement
Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Distributors shall not represent or imply that Celluvation or its Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.
3.15 - Income Taxes
Each Distributor is responsible for paying local, state, and federal taxes on any income generated as an Independent Distributor. Unfortunately, we cannot provide you with any personal tax advice. Please consult your own tax accountant, tax attorney, or other tax professional. If a Distributor’s Celluvation business is tax exempt, the Federal tax identification number must be provided to Celluvation. Every year, Celluvation 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.
3.16 - Independent Contractor Status
Distributors are independent contractors. The agreement between Celluvation and its Distributors does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Distributor. Distributors shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Distributors are responsible for paying local, state, and federal taxes due from all compensation earned as a Distributor of the Company. The Distributor has no authority (expressed or implied), to bind the Company to any obligation. Each Distributor shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Distributor Agreement, these Policies and Procedures, and applicable laws.
3.17 - 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.
3.18 - International Marketing
Distributors are authorized to promote and/or sell Celluvation products, and enroll Customers or Distributors only in the countries in which Celluvation is authorized to conduct business, as announced in official Company literature (an “Official Country”). Celluvation products or sales aids may not be given, transferred, distributed, shipped into or sold in any Unauthorized Country (see definition below). Distributors not may sell, give, transfer, or distribute Celluvation products or sales aids from one Official Country into another Official Country.
Distributors have no authority to take any steps in any country toward the introduction or furtherance of the Company. This includes, but is not limited to, any attempt to register, reserve or otherwise secure any Company names, trademarks, trade names, copyright, patent, other intellectual property, to secure approval for products or business practices, or to establish business or governmental contacts. You agree to indemnify the Company for all costs incurred by it for any remedial action needed to exonerate the Company in the event you improperly act purportedly on behalf of the Company.
Only after the Company has announced that a country is officially open for business (an “Official Country”) may Distributors conduct business in that Official Country by promoting the Company (or related entity) and/or promoting, marketing or selling Products, and enrolling other Distributors or Customers. Distributors are required to follow all laws, rules and regulations of the Official Country. Distributor may use only promotional materials approved by the Company for use in an Official Country and sell only products approved for sale in that country.
In addition, no Distributor may, in any Unauthorized Country:
• advertise the Company, the Compensation Plan or its products;
• offer Company products for sale or distribution
• conduct sales, enrollment or training meetings;
• enroll or attempt to enroll potential Customers or Distributors;
• Accept payment for enrollment or recruitment from citizens of countries where Celluvation does not conduct business;
• promote international expansion via the Internet or in promotional literature; or
• conduct any other activity for the purpose of selling Celluvation products, establishing a marketing organization, or promoting the Celluvation opportunity.
A Distributor is solely responsible for compliance with all laws, tax requirements, immigration customs laws, rules and regulations of any country in which he or she conducts business. Distributors accept the sole responsibility to conduct their independent businesses lawfully within each country in which he or she conducts business.
A Distributor’s right to receive commissions in a country may be revoked at any time if the Company determines that he or she has not conducted business in particular country in accordance with the terms and conditions contained herein or the governing operations within such country.
The Company reserves the right to establish additional policies and procedures that are applicable to a specific country. A Distributor who conducts business internationally agrees to abide by all special policies established by the Company for the specific country or countries in which he or she conducts business.
3.19 - Excess Inventory and Bonus Buying
Distributors 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 Distributor to buy more products than they can reasonably use or sell to retail customers in a month. In addition, bonus buying is strictly prohibited. Bonus buying includes any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product or service purchases by end user consumers. Bonus buying includes, but is not limited to, purchasing products through a straw man or other artifice.
3.20 - Adherence to Laws, Regulations and the Agreement
Distributors must comply with all federal, state, and local laws, regulations, ordinances, codes, and the terms of the Agreement 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 Distributors because of the nature of their business. However, Distributors must obey those laws that do apply to them. If a city or county official tells a Distributor that an ordinance applies to him or her, the Distributor shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of Celluvation. In addition, Distributors must not recommend, encourage or teach other Distributors to violate federal, state, or local laws, regulations, ordinances, codes, or the terms of the Agreement in the operation of their Celluvation business.
3.21 - One Celluvation Business Per Distributor and Per Household
A Distributor may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Celluvation business. No individual may have, operate or receive compensation from more than one Celluvation business.
Individuals of the same Household may maintain, own, and operate their own Celluvation Business. A “Household” is defined as spouses and dependent adult children living at or doing business at the same address. In the event that two members of the same Household elect to become Distributors at the same time, one must be enrolled by the other. In the event that more than two members of the same Household elect to become Distributors at the same time, they must elect one Household member to enroll the others. In the event that members of the same Household elect to become Distributors at different times, the Household member who joined Celluvation first must be the Sponsor for all other Household members.
3.22 - Actions of Household Members or Affiliated Parties
If any member of a Distributor’s Household engages in any activity which, if performed by the Distributor, would violate any provision of the Agreement, such activity will be deemed a violation by the Distributor and Celluvation may take disciplinary action pursuant to the these Policies and Procedures against the Distributor. Similarly, if any individual associated in any way with a corporation, partnership, limited liability company, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and Celluvation may take disciplinary action against the Business Entity. Likewise, if a Distributor enrolls in Celluvation as a Business Entity, each Affiliated Party of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement.
3.23 - Requests for Records
Any request from a Distributor for copies of invoices, applications, downline 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.
3.24 - Roll-up of Marketing Organization
When a vacancy occurs in a Marketing Organization due to the termination of a Celluvation business, each Distributor in the first level immediately below the terminated Distributor on the date of the termination (referred to in this Section as a “First Level Distributor”) will have the opportunity to qualify to roll up into the position of the terminated Distributor provided the prospective First Level Distributor has not been in violation of the terms of the Celluvation Distributor Application and Agreement or any provision of the Policies and Procedures within the previous 12 months.
The roll up will be awarded to the qualified First Level Distributor with the highest Paid-As Rank on the date of the termination. In the event of a tie between two or more First Level Distributors, the Distributor with the earliest join date shall roll up.
Prior to any roll up, Celluvation may audit the Marketing Organization of the First Level Distributor who will receive the roll up. If the First Level Distributor who would be receiving the roll up has any invalid enrollments or sales (i.e., enrollments or sales obtained in violation of these Policies and Procedures) or has been involved in any Policy violations within the preceding twelve calendar months, such Distributor shall be disqualified from receiving the roll up.
3.25 - Sale, Transfer or Assignment of Celluvation Business
Although a Celluvation business is a privately owned and independently operated business, the sale, transfer or assignment of a Celluvation business, and the sale, transfer, or assignment of an interest in a Business Entity that owns or operates a Celluvation business, is subject to certain limitations. If a Distributor wishes to sell his or her Celluvation business, or interest in a Business Entity that owns or operates a Celluvation business, the following criteria must be met:
The selling Distributor must offer Celluvation the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. Celluvation shall have fifteen days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
The buyer or transferee must become a qualified Celluvation Distributor. If the buyer is an active Celluvation Distributor, he or she must first terminate his or her Celluvation business and wait six calendar months before acquiring any interest in a different Celluvation business;
Before the sale, transfer or assignment can be finalized and approved by Celluvation, any debt obligations the selling party has with Celluvation must be satisfied.
The selling party 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 Celluvation business.
Prior to selling an independent Celluvation business or Business Entity interest, the selling Distributor must notify Celluvation’s Compliance Department in writing and advise of his or her intent to sell his/her Celluvation business or Business Entity interest. The selling Distributor must also receive written approval from the Compliance Department before proceeding with the sale. No changes in line of sponsorship can result from the sale or transfer of a Celluvation business. In the event that a Distributor transfers, assigns, or sells his or her Celluvation business without the express written approval of the Compliance Department, such transfer, assignment, or sale shall be voidable in the sole and absolute discretion of Celluvation.
3.26 - Separation of a Celluvation Business
Celluvation Distributors sometimes operate their Celluvation businesses as husband-wife partnerships, regular partnerships, limited liability companies, corporations, trusts, or other Business Entities. At such time as a marriage may end in divorce or a corporation, limited liability company, partnership, trust or other Business Entity may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship.
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 Celluvation business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize Celluvation to deal directly and solely with the other spouse or non-relinquishing shareholder, member, partner, or trustee.
The parties may continue to operate the Celluvation business jointly on a “business-as-usual” basis, whereupon all compensation paid by Celluvation 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 downline organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will Celluvation split commission and bonus checks between divorcing spouses or members of dissolving entities. Celluvation will recognize only one downline organization and will issue only one commission check per Celluvation business per commission cycle. Commission checks shall always be issued to the same individual or entity.
If a former spouse has completely relinquished all rights in the original Celluvation business pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her choosing without waiting six calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as a Distributor. In either case, the former spouse or business affiliate shall have no rights to any Distributors in their former organization or to any former Customer. They must develop the new business in the same manner as would any other new Distributor.
3.27 - Sponsoring Online
When sponsoring a new Distributor through the online enrollment process, the sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online application and agreement, Celluvation’s Policies and Procedures, and the Celluvation Compensation Plan. The sponsor may not fill out the online Distributor Application and Agreement on behalf of the applicant and agree to these materials on behalf of the applicant.
3.28 - Succession
Upon the death or incapacitation of a Distributor, 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 Distributor should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Celluvation business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Distributor’s marketing organization provided the following qualifications are met. The successor(s) must:
Execute a Distributor Agreement;
Comply with terms and provisions of the Agreement;
Meet all of the qualifications for the deceased Distributor’s status;
The devisee must provide Celluvation 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. Celluvation will issue all bonus and commission checks and one 1099 to the business entity.
3.28.1 - Transfer Upon Death of a Distributor
To effect a testamentary transfer of a Celluvation business, the executor of the estate must provide the following to Celluvation: (1) an original death certificate; (2) certified letters testamentary or a letter of administration appointing an executor; and (3) written instructions from the authorized executor to Celluvation specifying to whom the business and income should be transferred.
3.28.2 - Transfer Upon Incapacitation of a Distributor
To effectuate a transfer of a Celluvation business because of incapacity, the successor must provide the following to Celluvation: (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 Celluvation business; and (3) a completed Distributor Agreement executed by the trustee.
3.29 - 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 Celluvation does not consider Distributors 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.
Therefore, Distributors must not engage in telemarketing in the operation of their Celluvation businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Celluvation product or service, or to recruit them for the Celluvation opportunity. “Cold calls" made to prospective customers or Distributors that promote either Celluvation’s products or the Celluvation opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective customer or Distributor (a "prospect") is permissible under the following situations:
If the Distributor has an established business relationship with the prospect. An “established business relationship” is a relationship between a Distributor and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Distributor, or a financial transaction between the prospect and the Distributor, 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 Distributor, within the three (3) months immediately preceding the date of such a call.
If the Distributor receives written and signed permission from the prospect authorizing the Distributor to call. The authorization must specify the telephone number(s) which the Distributor is authorized to call.
You may call family members, personal friends, and acquaintances. 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.
Distributors shall not use automatic telephone dialing systems or software relative to the operation of their Celluvation businesses.
Distributors shall not place or initiate any outbound telephone call to any person who delivers any pre-recorded message (a "robocall") regarding or relating to the Celluvation products or opportunity.
3.30 - Back Office Access
Celluvation makes online back offices available to its Distributors. Back offices provide Distributors access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Distributor’s Celluvation business and to increase sales of Celluvation products. However, access to a back office is a privilege, and not a right. Celluvation reserves the right to deny Distributors’ access to the back office at its sole discretion.
3.31 - Unauthorized Communication
In the excitement and enthusiasm of working his or her Celluvation business, a Distributor may attempt to contact the Company’s vendors, suppliers, or advisors with questions or ideas. Any such communication without the Company’s prior written consent is strictly prohibited. Vendors, suppliers, and advisors are often not set up to handle a large volume of contacts. Equally important, we must respect their rights to privacy. Questions regarding any of these Entities may be directed to Field Support.
SECTION 4 - RESPONSIBILITIES OF DISTRIBUTORS
4.1 - Change of Address, Telephone, and E-Mail Addresses
To ensure timely delivery of products, support materials, commission, and tax documents, it is important that the Celluvation’s files are current. Street addresses are required for shipping since UPS and FedEx cannot deliver to a post office box. Distributors planning to change their e-mail address or move must send their new address and telephone numbers to Celluvation’s Corporate Offices to the attention of the Distributor Services Department. To guarantee proper delivery, two weeks advance notice must be provided to Celluvation on all changes. In the alternative, a Distributor’s whose contact information changes may amend their contact information through their Distributor Back Office.
4.2 - Continuing Development Obligations
4.2.1 - Ongoing Training
Any Distributor who sponsors another Distributor into Celluvation must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her Celluvation business. Distributors must have ongoing contact and communication with the Distributors in their Downline Organizations. 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 downline Distributors to Celluvation meetings, training sessions, and other functions. Upline Distributors are also responsible to motivate and train new Distributors in Celluvation product knowledge, effective sales techniques, the Celluvation Compensation Plan, and compliance with Company Policies and Procedures and applicable laws. Communication with and the training of downline Distributors must not, however, violate Sections 3.1 and/or 3.2 (regarding the development of Distributor-produced sales aids and promotional materials).
Distributors should monitor the Distributors in their Downline Organizations to guard against downline Distributors making improper product or business claims, violation of the Policies and Procedures, or engaging in any illegal or inappropriate conduct.
4.2.2 - Increased Training Responsibilities
As Distributors progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the Celluvation program. They will be called upon to share this knowledge with lesser experienced Distributors within their organization.
4.2.3 - Ongoing Sales Responsibilities
Regardless of their level of achievement, Distributors have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers.
4.2.4 - Reporting Policy Violations
Distributors who are aware of a violation of these Policies and Procedures by another Distributor must submit a written report of the violation directly to the attention of Celluvation’s Compliance Department by mail or email at firstname.lastname@example.org. Details of the incident in question such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report. Any incident reported to the Compliance Department must have supporting documentation such as images, screenshots, text messages, emails, etc.. Any incident reported without proper supporting documentation will not be reviewed.
4.3 - Nondisparagement
Celluvation wants to provide its independent Distributors 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 Customer Service Department. Remember, to best serve you, we must hear from you! While Celluvation welcomes constructive input, negative comments and remarks made in the field by Distributors about the Company, its products, or compensation plan serve no purpose other than to sour the enthusiasm of other Celluvation Distributors.
For this reason, and to set the proper example for their downline, during the term of this Agreement and at any time thereafter, Distributor agrees not make any false, derogatory, demeaning or disparaging statements (collectively “disparage”) or encourage or induce others to disparage Celluvation, other Celluvation Distributors, the Compensation Plan or any of Celluvation’s past and present owners, officers, directors, employees, products or services (the “Company Parties”). For purposes of this Section 4.3, the term “disparage” includes, without limitation, comments or statements to the press, any media outlet, industry group, financial institution, the Celluvation’s Distributors, employees or to any individual or entity with whom Celluvation has a business relationship (including, without limitation, any vendor, supplier, customer or distributor), social media posts, or any public statement, that in each case is intended to, or can be reasonably expected to, materially damage any of the Company Parties. Notwithstanding the foregoing, nothing in this Section 4.3 shall prevent an Distributor from making any truthful statement to the extent, but only to the extent: (1) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place; or (2) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over the Distributor.
4.4 - Providing Documentation to Applicants
Distributors must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Distributors before the applicant signs a Distributor Agreement, or ensure that they have online access to these materials.
SECTION 5 - SALES REQUIREMENTS
5.1 - Product Sales
The Celluvation Compensation Plan is based on the sale of Celluvation products to end consumers. Distributors must fulfill personal and Downline Organization retail sales requirements set forth in the Celluvation Compensation Plan (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement.
5.2 - No Territory Restrictions
There are no exclusive territories granted to anyone.
5.3 - Sales Receipts
All Distributors must provide their retail customers with two copies of an official Celluvation 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. Distributors must maintain all retail sales receipts for sales to their retail customers for a period of two years and furnish them to Celluvation at the Company’s request. Records documenting the purchases of Distributors’ Customers will be maintained by Celluvation.
Remember that customers must receive two copies of the sales receipt. In addition, Distributors must orally inform the buyer of his or her cancellation rights.
SECTION 6 - BONUSES AND COMMISSIONS
6.1 - Bonus and Commission Qualifications and Accrual
A Distributor must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a Distributor complies with the terms of the Agreement, Celluvation shall pay commissions to such Distributor in accordance with the Marketing and Compensation plan. The minimum amount for which Celluvation will issue a commission is $5.00. If a Distributor’s bonuses and commissions do not equal or exceed $5.00, the Company will accrue the commissions and bonuses until they total $5.00. Payment will be issued once $5.00 has been accrued. Notwithstanding the foregoing, all commissions owed a Distributor, regardless of the amount accrued, will be paid at the end of each fiscal year or upon the termination of a Distributor’s business.
6.2 - Adjustment to Bonuses and Commissions
6.2.1 - Adjustments for Returned Products
Distributors receive bonuses, commissions, or overrides based on the actual sales of products to end consumers. When a product is returned to Celluvation for a refund or is repurchased by the Company, any of the following may occur at the Company’s discretion: (1) the bonuses, commissions, or overrides attributable to the returned or repurchased product(s) will be deducted from payments to the Distributor and upline Distributors who received bonuses, commissions, or overrides on the sales of the refunded product(s), in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered; (2) the Distributor or upline Distributors who earned bonuses, commissions, or overrides based on the sale of the returned product(s) will have the corresponding points deducted from their Group Volume in the next month and all subsequent months until it is completely recovered; or (3) the bonuses, commissions, or overrides attributable to the returned or repurchased product(s) may be deducted from any refunds or credits to the Distributor who received the bonuses, commissions, or overrides on the sales of the refunded product(s).
6.2.2 - Hard Copy Commission Checks
The Company pays commissions via checks. The Company will deduct a $5.00 processing fee from each hard-copy commission check issued.
6.2.3 - Tax Withholdings
If a Distributor fails to provide his or her correct tax identification number, Celluvation will deduct the necessary withholdings from the Distributor’s commission checks as required by law.
6.3 - Reports
All information provided by Celluvation in downline activity reports, including but not limited to personal and group sales volume (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including but not limited to the inherent possibility of human, digital, 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 Celluvation or any persons creating or transmitting the information.
ALL PERSONAL AND GROUP 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, CELLUVATION AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY DISTRIBUTOR 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/OR 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 CELLUVATION 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, CELLUVATION 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 Celluvation’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 Celluvation’s online and telephone reporting services and your reliance upon the information.
SECTION 7 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE
7.1 - Product Guarantee and Rescission
Celluvation guarantees the quality of any product which carries the Celluvation name and certifies that the products manufactured for it meet high standards of freshness and purity for customer use. We are confident that you will find our products satisfactory in every way. We stand behind the quality of our products and guarantee your satisfaction. However, if for any reason, you are not completely satisfied with any Celluvation product purchased from eaccrc.com, we offer an exchange or a refund (excluding shipping charges).
Celluvation offers a 100% 30 day money-back guarantee on your initial Celluvation order. This guarantee only applies to your very first order on your account of any consumable item that you are trying for the first time. Shipping, handling or membership fees are not refundable. Simply request a refund from Celluvation within thirty (30) days from your receipt of the product by contacting our Customer Service Department at email@example.com. This guarantee is limited by the terms in Section 5 below, and does not apply to any product intentionally damaged or misused. This satisfaction guarantee does not apply to Distributor purchases for stock or inventory.
You may return items using the Merchandise Product Return form available on the Site or in the packaging information included with each order. Detailed information on returns handling can also be obtained on the Site at www.eaccrc.com, or contact us as described in the "Contact Us" section, below, and we will be happy to assist you.
A Customer may seek a product return from the selling Distributor if the request is made within thirty (30) days of Customer sales. The Distributor is then obliged to make a timely exchange with the Company (within thirty (30) days.) All shipping or courier costs for the return of Product will be borne solely by the Distributor unless otherwise prohibited by law. Any damage or loss that occurs to return Product during shipping will also be the responsibility of the Distributor. If the Product arrives at Celluvation in a damaged condition (thereby rendering it non-resalable), Celluvation will reject the shipment. It is recommended that a reliable, traceable courier service be used for shipping. Partial Starter Kit returns will not be accepted or refunded.
The Company offers a 100% satisfaction guarantee on the Initial Order of a Distributor. If a Distributor is not satisﬁed with the Product of the Initial Order, he or she may return up to two (2) products of the Initial Order within thirty (30) days of purchase for a refund. The Company will refund the net purchase price and applicable tax amount less shipping charges. Returned Product(s) must be sent through a form of delivery that can be traced (e.g. UPS, USPS with a tracking number) and must be received within seven (7) days of contacting the Company. Upon receipt, the return will be noted and a refund will be issued to the Distributor within thirty (30) days. Any additional orders made within thirty (30) days of the Date of Sign-up will be subject to all standard return Policies. This Initial-Order guarantee also applies to Customers who ordered Product directly from the Company.
For orders other than the Initial Order, the Company will refund the purchase price of returned products, less a 20% restocking fee and subject to the limitations herein. Refunds are subject to a thirty (30) day limit on refund requests and the product’s return must be in marketable condition. Refund Policy Exceptions may apply as Company decides and in cases of extraordinary Distributor circumstances, such as misrepresentation. Likewise, Company possess the authority to reverse and/or adjust previously paid Commissions.
The Company will exchange Product if the Product is damaged in shipment, incorrectly sent due to a Company error, or of substandard quality. However, when an exchange is not feasible, the Company will refund the Company within ten (10) days of receipt of the order. The Company will issue a call tag for the Product and immediately send a replacement order. The Company will inspect the Product upon receipt. The Company will likewise buy back unused Product and sales material sold to a Distributor. Written notice of a Distributor’s voluntary termination is required to obtain a refund upon returning the distributor kit and/or sales material.
All returns require a Return Merchandise Authorization (RMA) number prior to shipment. Any product returned without an RMA will be refused.
If a Distributor returns more than $500.00 for a refund in any 12 consecutive month period, the request will constitute the Distributor’s voluntary termination of his/her Distributor Agreement, and the refund will be processed as an inventory repurchase pursuant to Section 7.3, and the Distributor’s Agreement will be terminated and his or her Celluvation business will be cancelled.
7.2 - Rescission
7.2.1 - Retail Customers
Federal and state law requires that a retail customer who makes a purchase of $25.00 or more has three business days (excluding Sundays and legal holidays) (5 business days for Alaska residents and 15 business days in North Dakota for Individuals age 65 and older) after the sale or execution of a contract to cancel the order and receive a full refund consistent with the cancellation notice on the order form or sales receipt. When a Distributor makes a sale or takes an order from a retail customer who cancels or requests a refund within the three business day period, the Distributor must promptly refund the customer's money as long as the products are returned to the Distributor in substantially as good condition as when received (five business days for Alaska residents).
7.2.2 - Customers
Distributors must notify their Customers that they have three business days (excluding Sundays and legal holidays) (5 business days for Alaska residents and 15 business days in North Dakota for Individuals age 65 and older) within which to cancel their purchase and receive a full refund upon return of the products in substantially as good condition as when they were delivered. Distributors should also notify their Customers about these time limits at the time they enroll as a Customer and place their first order. Products shipped directly to a Customer by the Company must be returned to the Company and the refund will be issued to the Customer by the Company. Customers may contact the Company for a “call tag” that will provide return shipping back to the Company at no cost to the Customer.
7.2.3 - Informing Customers
Distributors MUST verbally inform their Customers of this right of rescission, they MUST provide their Customers with TWO copies of a retail receipt at the time of the sale, and MUST point out this cancellation right stated on the receipt. If a Customer places an order online, the Company will provide the Customer with the receipt. Distributors must ensure that the date of the order or purchase is entered on the Retail Sales Receipt. All retail customers must be provided with two copies of an official Celluvation Retail Sales Receipt at the time of the sale. The back of the receipt provides the customer with written notice of his or her rights to cancel the sales agreement.
7.3 - Return of Inventory and Sales Aids by Distributors Upon Termination
Upon termination of a Distributor’s Agreement, the Distributor may return Electronic Distributor Systems, products, and sales aids that he or she personally purchased from Celluvation (purchases from other Distributors or third parties are not subject to refund) that are in Resalable (see Definition of “Resalable” below) condition and which have been purchased within one year prior to the date of termination. Upon receipt of a Resalable Electronic Distributor System and/or Resalable products and sales aids, the Distributor will be reimbursed 90% of the net cost of the original purchase price(s). Neither shipping and handling charges incurred by a Distributor when the Electronic Distributor System, products or sales aids were purchased, nor return shipping fees, will be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. If a Distributor was paid a commission, rebate, or any other form of compensation based on a product(s) that he or she purchased, and such product(s) is/are subsequently returned for a refund, the commission, rebate, or any other form of compensation that was paid based on that product purchase will be deducted from the amount of the refund.
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) they are still in Celluvation’s current inventory; (5) the expiration date(s) for any returned products has not passed; and (6) they are returned to Celluvation within one year from the date of purchase. 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.
7.3.1 - Montana Residents
A Montana resident may cancel his or her Distributor Agreement within 15 days from the date of enrollment, and may return his or her Electronic Distributor System for a full refund within such time period.
7.4 - Procedures for All Returns
The following procedures apply to all returns for refund, repurchase, or exchange:
All items must be returned by the Distributor or customer who purchased it directly from Celluvation.
All items to be returned must have a Return Authorization Number which is obtained by calling the Distributor Services Department. This Return Authorization Number must be written on each carton returned.
The return is accompanied by:
o The original packing slip with the completed (and signed Consumer Return information, if applicable);
o The unused portion of the item(s) in its/their original container.
Proper shipping carton(s) and packing materials are to be used in packaging the items(s) being returned, and the best and most economical means of shipping is suggested. All returns must be shipped to Celluvation shipping pre-paid. Celluvation does not accept shipping-collect packages. The risk of loss in shipping for returned items shall be on the Distributor. If the returned items are not received by the Company’s Distribution Center, it is the responsibility of the Distributor to trace the shipment.
If a Distributor is returning merchandise to Celluvation that was returned to him or her by a personal retail customer, the product must be received by Celluvation within ten (10) days from the date on which the retail customer returned the merchandise to the Distributor, and must be accompanied by the sales receipt the Distributor gave to the customer at the time of the sale.
No refund or replacement of any items will be made if the conditions of these rules are not met.
SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
8.1 - 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 Distributor 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 Distributor’s Celluvation business), may result, at Celluvation's discretion, in one or more of the following corrective measures:
Issuance of a written warning or admonition;
Requiring the Distributor 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;
Celluvation may withhold from a Distributor all or part of the Distributor’s bonuses and commissions during the period that Celluvation is investigating any conduct allegedly violative of the Agreement. If a Distributor’s business is canceled for disciplinary reasons, the Distributor will not be entitled to recover any commissions withheld during the investigation period;
Suspension of the individual’s Distributor Agreement for one or more pay periods;
Permanent or temporary loss of, or reduction in, the current and/or lifetime rank of a Distributor (which may subsequently be re-earned by the Distributor);
Transfer or removal of some or all of a Distributor’s downline Distributors from the offending Distributor’s downline organization.
Involuntary termination of the offender’s Distributor Agreement;
Suspension and/or termination of the offending Distributor’s Celluvation website or website access;
Any other measure expressly allowed within any provision of the Agreement or which Celluvation deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Distributor’s policy violation or contractual breach;
In situations deemed appropriate by Celluvation, the Company may institute legal proceedings for monetary and/or equitable relief.
8.2 - Grievances and Complaints
When a Distributor has a grievance or complaint with another Distributor regarding any practice or conduct in relationship to their respective Celluvation businesses, the complaining Distributor should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party's upline sponsor. If the matter involves interpretation or violation of Company policy, it must be reported in writing to the Distributor Services Department at the Company. The Distributor Services Department will review the facts and attempt to resolve it.
8.3 - 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 mediation shall occur within 60 days from the date on which the mediator is appointed. 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 attorneys’ fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Reno, Nevada, and shall last no more than two business days.
8.4 - 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 Endispute (“JAMS”) under their respective rules and procedures. The Commercial Arbitration Rules and Mediation Procedures of the AAA are available on the AAA’s website at www.adr.org. The Streamlined Arbitration Rules & Procedures are available on the JAMS website at www.jamsadr.com. Copies of AAA’s Commercial Arbitration Rules and Mediation Procedures or JAM’s Streamlined Arbitration Rules & Procedures will also be emailed to Distributors upon request to Celluvation’s Distributor Services 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;
The Parties shall be allotted equal time to present their respective cases, including cross-examinations.
All arbitration proceedings shall be held in Reno, Nevada. 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 from the date on which the arbitration is filed, and shall last no more than five 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;
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.
8.5 - Governing Law, Jurisdiction, and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Washoe County, State of Nevada. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Nevada shall govern all other matters relating to or arising from the Agreement.
8.5.1 - Louisiana Residents
Notwithstanding the foregoing, and the arbitration provision in Section 8.4, residents of the State of Louisiana shall be entitled to bring an action against Celluvation in their home forum and pursuant to Louisiana law.
SECTION 9 - PAYMENTS
9.1 - Insufficient Funds and Insufficient Credit
All checks returned by a Distributor’s bank for insufficient funds will be re-submitted for payment. A $25.00 returned check fee will be charged to the account of the Distributor. After receiving a returned check from a customer or a Distributor, all future orders must be paid by Credit Card, money order or cashier’s check. Any outstanding balance owed to Celluvation by a Distributor for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks. Celluvation is not obliged to contact you regarding orders that are canceled due to insufficient funds or credit. Distributors must be sure that there are sufficient funds or credit available to cover any orders they place.
9.2 - Restrictions on Third Party Use of Credit Cards and Bank Account Access
A Distributor shall not permit other Distributors or Customers to use his or her credit card, or permit debits to his or her checking or savings account, to enroll in or to make purchases from the Company. A Distributor shall not use the credit card or debit card of a third party, or make debits to the checking or savings account of a third party, to enroll in or to make purchases from the Company.
9.3 - Sales Taxes
Celluvation is required to charge sales taxes on all purchases made by Distributors and Customers, and remit the taxes charged to the respective states. Accordingly, Celluvation will collect and remit sales taxes on behalf of Distributors, 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 Distributor has submitted, and Celluvation 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 Distributor (unless the state in question does not accept a Sales Tax Exemption Certificate and Sales Tax Registration License from a direct selling independent contractor). 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 Celluvation is not retroactive.
SECTION 10 - INACTIVITY, RECLASSIFICATION AND TERMINATION
10.1 - Effect of Termination
So long as a Distributor remains active and complies with the terms of the Distributor Agreement and these Policies and Procedures, Celluvation shall pay commissions to such Distributor in accordance with the Compensation Plan. A Distributor’s bonuses and commissions constitute the entire consideration for the Distributor's efforts in generating sales and all activities related to generating sales (including building a downline organization). Following a Distributor’s non-renewal of his or her Distributor Agreement, termination for inactivity, or voluntary or involuntary termination of his or her Distributor Agreement (all of these methods are collectively referred to as “termination”), the former Distributor shall have no right, title, claim or interest to the marketing organization which he or she operated, or any commission or bonus from the sales generated by the organization. A Distributor whose business is cancelled will lose all rights as a Distributor. This includes the right to sell Celluvation products and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Distributor’s former downline sales organization. In the event of termination, Distributors agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former downline organization.
Following a Distributor’s termination of his or her Distributor Agreement, the former Distributor shall not hold himself or herself out as a Celluvation Distributor and shall not have the right to sell Celluvation products. A Distributor whose business is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to termination (less any amounts withheld during an investigation preceding an involuntary termination).
10.2 - Termination Due to Inactivity
10.2.1 - Failure to Meet PV Quota
If a Distributor fails to personally generate at least 210 points within 12 consecutive months, his or her Distributor Agreement shall be canceled for inactivity.
10.2.2 - Failure to Earn Commissions
If a Distributor has not earned a commission for six consecutive months (and thus become “inactive”), his or her Distributor Agreement shall be canceled for inactivity.
10.3 - Involuntary Termination
A Distributor’s violation of any of the terms of the Agreement, including any amendments that may be made by Celluvation in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary termination of his or her Distributor Agreement. Termination shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier, to the Distributor’s last known address, email address, or fax number, or to his/her attorney, or when the Distributor receives actual notice of termination, whichever occurs first.
Celluvation reserves the right to terminate all Distributor 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 direct selling.
10.4 - Voluntary Termination
A participant in this network marketing plan has a right to cancel at any time, regardless of reason. Termination must be submitted in writing to the Company at its principal business address. The written notice must include the Distributor’s signature, printed name, address, and Distributor I.D. Number. In addition to written termination, Distributors who have consented to Electronic Contracting will cancel their Distributor Agreement should they withdraw their consent to contract electronically. If a Distributor is also on the Autoship program, the Distributor’s Autoship order shall continue unless the Distributor also specifically requests that his or her Autoship Agreement also be canceled.
10.5 - Non-renewal
A Distributor may also voluntarily cancel his or her Distributor Agreement by failing to renew the Agreement on its anniversary date or by failing to pay his/her annual renewal fee. The Company may also elect not to renew a Distributor's Agreement upon its anniversary date.
10.6 - Exceptions to Activity Requirements
10.6.1 - Maternity
A pregnant Distributor shall be exempt from meeting her Personal Volume and Group Volume requirements for a period of three months prior to and four (4) months following the birth of a child. The Distributor should notify the Distributor Services Department to request a Maternity Waiver Form.
10.6.2 - Military Deployment
Military personnel shall be exempt from meeting their Personal Volume and Group Volume requirements for the duration of the deployment and three (3) full calendar months thereafter while deployed into a foreign country. The Distributor should notify the Distributor Services Department to request a Deployment Waiver Form.
SECTION 11 - DEFINITIONS
Active Customer — A Customer who purchases Celluvation products during a particular month.
Active Distributor — A Distributor who satisfies the minimum Personal Sales Volume requirements, as set forth in the Celluvation Compensation Plan, to ensure that he or she is eligible to receive bonuses and commissions.
Active Rank — The term “active rank” refers to the current rank of a Distributor, as determined by the Celluvation Compensation Plan, for a particular pay period. To be considered “active” relative to a particular rank, a Distributor must meet the criteria set forth in the Celluvation Compensation Plan for his or her respective rank. (See the definition of “Rank” below.)
Affiliated Party - A shareholder, member, partner, manager, trustee, or other parties with any ownership interest in, or management responsibilities for, a Business Entity.
Agreement - The contract between the Company and each Distributor includes the Distributor Application and Agreement Terms and Conditions, the Celluvation Policies and Procedures, the Celluvation Compensation Plan, and the Business Entity Addendum (where appropriate), all in their current form and as amended by Celluvation in its sole discretion. These documents are collectively referred to as the “Agreement.”
Cancel — The termination of a Distributor’s business. Termination may be either voluntary, involuntary, through non-renewal or inactivity.
Downline — Your downline (or downline organization) consists of the Distributors you personally enroll or sponsor (your first level Distributors), the Distributors that first level Distributors enroll or sponsor, as well as the Distributors that are subsequently enrolled or sponsored beneath them.
Downline Leg — Each one of the individuals personally enrolled immediately underneath you and their respective marketing organizations represents one “leg” in your marketing organization.
Electronic Distributor System — A selection of Celluvation training materials and business support literature, and Distributor replicated website that each new Independent Marketing Distributor is required to purchase.
Enroll — The act of introducing a prospective Distributor to Celluvation and assisting them to execute a Distributor Application and Agreement and thereby become a Celluvation Distributor. (Also see the definition of “Sponsor.”) These activities are called “enrolling.”
Enroller — The person who enrolls a prospective Distributor into Celluvation.
Group Volume — The commissionable value of products purchased by the Customers and Distributors in the downline of a particular Distributor.
Immediate Household — Spouses, heads-of-household, and dependent family members residing in the same residence.
Level — The layers of downline Customers and Distributors in a particular Distributor’s downline. This term refers to the relationship of a Distributor relative to a particular upline Distributor, determined by the number of Distributors between them who are related by sponsorship. For example, if A enrolls B, who enrolls C, who enrolls D, who enrolls E, then E is on A’s fourth level.
Official Celluvation Material — Literature, audio or video tapes, websites, and other materials developed, printed, published and/or distributed by Celluvation to Distributors.
Personal Volume — The commissionable value of products purchased by: (1) a Distributor; (2) the Distributor’s personally-enrolled Customers; and (3) the Distributor’s personal Retail Customers who purchase from the Distributor’s Celluvation replicated website.
Rank — The “title” that a Distributor holds pursuant to the Celluvation Compensation Plan. “Title Rank” refers to the highest rank a Distributor has achieved in the Celluvation compensation plan at any time. “Paid As” rank refers to the rank at which a Distributor is qualified to earn commissions and bonuses during the current pay period.
Recruit — For purposes of Celluvation’s Conflict of Interest Policy (Section 3.11), the term “Recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Celluvation Distributor or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.
Registered External Website – A Distributor’s Celluvation-approved personal website that is hosted on non-Celluvation servers and has no official affiliation with Celluvation.
Replicated Website – A website provided by Celluvation to Distributors which utilizes website templates developed by Celluvation.
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 Celluvation within one year from the date of purchase. 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 or entity that purchases Celluvation products from or through a Distributor, but who is not a Customer who has executed a Customer Agreement, a Distributor, or an immediate household family member of a Distributor.
Retail Sales – Sales to a Retail Customer.
Social Media - Any type of online media that invites, expedites or permits conversation, comment, rating, and/or user generated content, as opposed to traditional media, which delivers content but does not allow readers/viewers/listeners to participate in the creation or development of content, or the comment or response to content. Examples of Social Media include, but are not limited to, blogs, chat rooms, Facebook, MySpace, Twitter, LinkedIn, Delicious, and YouTube.
Sponsor — A Distributor who enrolls a Customer or another Distributor into the Company, and is listed as the Sponsor on the Distributor Application and Agreement. The act of enrolling others and training them to become Distributors is called “sponsoring.”
Upline — This term refers to the Distributor or Distributors above a particular Distributor in a sponsorship line up to the Company. Conversely stated, it is the line of sponsors that links any particular Distributor to the Company.