Exhibit 10.3
Exhibit 10.3 Agreement Global Health Trax, Inc.
August 2001 Global Health Trax, Inc. Policies & Procedures
TABLE OF CONTENTS
A. DEFINITION OF TERMS ...................................... 2
B. CODE OF ETHICS ........................................... 2
C. BASIC PRINCIPLES ......................................... 3
D. MEMBERSHIP ............................................... 3
1. Legal Age and Residence .................................. 3
2. Family Members ........................................... 3
3. Multiple Interests ....................................... 3
4. Corporations, Partnerships, DBAs & Trusts ................ 3
5. Registration ............................................. 4
6. Term and Renewal ......................................... 4
7. Right to Sell and Enroll ................................. 4
8. Disciplinary Actions ..................................... 4
9. Termination - General Policies ........................... 4
10. Termination - Specific Policies ......................... 4
11. Sale of Membership ...................................... 5
12. Death or Incapacitation of Member ....................... 5
13. Change of Address ....................................... 5
14. Change of Name/Formation of
Business Entity ............................................. 5
15. Change of Applicant ..................................... 6
16. ID Number ............................................... 6
17. Correspondence .......................................... 6
18. Collect Calls ........................................... 6
19. Visits to Corporate Offices and Labs .................... 6
E. COMPENSATION ............................................. 6
1. Eligibility .............................................. 6
2. Check Issuance Fee ....................................... 6
3. Commission and Bonus Credit .............................. 6
F. RETAIL SALES ............................................. 6
1. GHT Direct Program ....................................... 7
2. Resale by Members ........................................ 7
3. Retail Sales Requirements Rule ........................... 7
G. ENROLLING AND SPONSORING ................................. 8
1. Enroller Requirement ..................................... 8
2. Right to Enroll .......................................... 8
3. Recognition of Enroller .................................. 8
4. No Compensation for Enrolling ............................ 8
5. Enroller and Sponsor Responsibilities .................... 8
6. Transfer of Enrollership ................................. 8
7. No Inventory Requirement ................................. 9
H. ORDERING ................................................. 9
1. General Information ...................................... 9
2. Eligibility .............................................. 9
3. Order Forms .............................................. 9
4. Back Orders .............................................. 9
5. Sales Volume Qualification by
Order Taking ................................................ 9
6. 70 Percent Rule .......................................... 9
I. PAYMENT ................................................. 10
1. General Information ..................................... 10
2. Method of Payment ....................................... 10
3. Invalid or Declined Payments ............................ 10
J. SHIPPING ................................................ 10
1. Carrier ................................................. 10
2. Cost .................................................... 10
3. Shipping Time ........................................... 10
4. Shipping Discrepancies .................................. 10
5. Damaged Goods ........................................... 11
6. Shipping Address ........................................ 11
7. Lost Orders or Checks ................................... 11
8. Transfer of Title ....................................... 11
9. Performance Delays ...................................... 11
K. PRODUCT RETURNS ......................................... 11
1. General ................................................. 11
2. Member Returns .......................................... 11
3. Customer Returns ........................................ 12
L. MEMBER BUSINESS PRACTICES ............................... 12
1. Independent Contractor Business
Relationship ............................................... 12
2. Compliance with All Applicable
Income Tax and Other Tax Laws .............................. 12
3. Sales and/or Use Tax .................................... 13
4. Confidentiality and Nondisclosure ....................... 13
5. Vendor Confidentiality .................................. 13
6. Representations Made by Members ......................... 13
7. Prohibited Recruiting ................................... 14
M. ADVERTISING AND USE OF
COMPANY NAME ............................................... 14
1. Promotional Materials and
Hold Harmless .............................................. 14
2. Reproduction of Materials ............................... 14
3. Advertising Copy ........................................ 15
4. No Claims ............................................... 15
5. Sales and Displays in
Retail Establishment ....................................... 15
6. Fairs, Shows, and Health Expos .......................... 15
7. Media Appearances ....................................... 15
8. Use of Company Name by Members .......................... 15
9. Letterhead and Forms .................................... 15
10. Promotional Items ...................................... 15
11. Telephone Directory .................................... 15
12. Direct Mail and E-Mail ................................. 15
13. Telephone Solicitation ................................. 15
14. Internet and Website Policy ............................ 16
15. Violation of Advertising Policies ...................... 16
N. COMPANY WARRANTIES AND
REPRESENTATIONS ............................................ 16
1. General Warranties ...................................... 16
2. Product Warranty ........................................ 16
3. Representations Made by the Company ..................... 16
O. JUDICIAL PROCEDURES ..................................... 17
1. Violations .............................................. 17
2. Policies and Procedures Integrity ....................... 17
3. Waiver .................................................. 17
4. Partial Invalidity ...................................... 17
5. Infringement ............................................ 17
6. Limitation of Liability ................................. 18
7. Dispute Resolution, Jurisdiction, & Venue ............... 18
8. Entirety ................................................ 19
P. AMENDMENTS .............................................. 19
1. Price Changes ........................................... 19
2. Right to Amend .......................................... 19
Policies & Procedures 2
POLICIES & PROCEDURES
Global Health Trax, Inc., hereinafter "Company," is a direct selling Membership
Company which markets nutritional and personal care products and other consumer
services and products to the consumer through independent Members. The policies
and procedures herein are applicable to all independent Members of the Company.
These pages are designed to provide you with the complete set of policies that
define the relationship between you and Global Health Trax(TM). They should be
used as a reference by both the experienced and the new Member. Your signature
on the New Member Application constitutes a contract between you and Global
Health Trax to abide by all the terms and conditions of these Policies and
Procedures. You are obligated to be aware of and to diligently follow the
contents of these Policies and Procedures. The information that follows is the
foundation upon which you will build your success with Global Health Trax.
A. DEFINITION OF TERMS
Application: This is a legal binding Agreement between you and the Company,
which covers your rights, duties, and responsibilities and those of the Company.
This is vital and necessary information. The Policies and Procedures and the
Compensation Plan are extensions of the Agreement and should be read carefully.
Auto Order Program: This provides for products to be automatically shipped and
billed against a credit or debit card or drafted on a checking account. Company:
The term "Company" as it is used throughout these Policies and Procedures and
all other literature means Global Health Trax, Inc. (also referred to as "Global
Health Trax" or "GHT"). Consultant: A Consultant is a Member who has personally
enrolled one other Member in the Company's programs. Member: A Member is one who
has completed a Company Application and Agreement and has been accepted by the
Company as a Member. The Company reserves the right to accept or reject anyone
as a Member. It is a general term referring to a person or legal entity who may
purchase products at wholesale prices for their personal consumption. It may
also refer to a person or entity who is independently contracted to purchase
products at wholesale prices from the Company and sell them to other consumers.
The Member also is referred to as an "Independent Member" or "Independent
Representative." Downline: All Members enrolled below a particular Member. The
downline is also referred to as a "sales organization." Enroller: A Member who
officially enrolls (registers) another Member in the Company's programs. See the
Compensation Plan. Leg: Each Member sponsored on your Level 1 is part of your
total downline and is a separate "Leg." You and your entire organization
(downline) are one "Leg" to your sponsor. Level: The various layers of a
downline without regard to rank or qualification. Qualified Enroller: A Member
who purchased an Enroller Pack within the first 30 calendar days of their
enrollment or has personally purchased at least $500 in Bonus Volume relating to
product purchases during any period of time. See the Compensation Plan. Rank:
Members who meet certain requirements are granted a specific rank, or title,
within the Global Health Trax Compensation Plan. Generally, a higher rank means
a higher eligibility for commissions and bonuses. For a detailed explanation of
all ranks and qualifications see the Compensation Plan. Sponsor: A Member who
agrees to be responsible for helping another Member with their business by
teaching the new Member how to do the business, and by assisting, encouraging
and supporting them. New Members are ALWAYS front line (First Level) to their
Sponsor, although they may be downline from their Enroller. Every Member must be
sponsored, either by another Member in good standing with the Company, or by the
Company itself. In consideration for being a Sponsor, the Member may earn
bonuses based on the BV (Bonus Volume) of their sponsored Member to the extent
they are qualified. It is important to note that in some other MLM companies,
the term "Sponsor" may include the act of introducing prospective new
representatives to the opportunity and helping them sign up as new
representatives. In Global Health Trax, this is called "enrolling." While
bonuses may be earned for being a Sponsor based on the purchases in the
Sponsor's downline, no payment is ever made for recruiting or enrolling.
Suggested Retail Price: The Company's recommended price for selling a particular
product to retail customers. The Member may charge whatever price the Member
wishes to charge.Upline: All Members directly above a particular Member through
all levels up to the Company is called the Sponsor Upline. The Enroller Upline
refers to the line of enrollers that links any particular Member to the Company.
Ultimate Consumer: The person who ultimately consumes the product either within
or outside of the Company. The ultimate consumer is also referred to as a
"customer" and may or may not be a Member. Wholesale Price: The price paid to
the Company by a Member in good standing for a particular product.
B. CODE OF ETHICS As a Global Health Trax independent Member, I promise to
conduct my business by the following Code of Ethics. I will conduct my business
in a professional, ethical, courteous, and honest manner at all times, making
sure that it is free of false or deceptive advertising, pricing, Policies &
Procedures 3 marketing, or business practices. By my example, I will encourage
others to maintain the highest standards of integrity and ethics in their
business. I will place primary emphasis on the development of retail customers
since I know that success is based on retail sales of Global Health Trax
products. I will give my customers the highest quality of service by treating
them honestly, promptly, and fairly. I will represent the Company's products
honestly and completely, making no claims that are not contained within Company
literature. I will never, in any way, exaggerate or misrepresent the actual or
potential earnings of the Compensation Plan. Any earnings or sales
representations that I make will be based on documented facts only. I will
accept my responsibility as an Enroller and as a Sponsor to train, motivate,
support, and assist, in any way possible, the Members in my downline. I will
keep all commitments made to others and myself and always maintain a positive
image of myself, the Company, and the Company's products and programs. I will
not attempt to discredit other companies, their products, or their Members who
may be in competition with my business. I will never forget that I am
responsible for my own success and that financial rewards are available to those
who are willing to work hard for their own future. I understand that if I break
any portion of this Code of Ethics, I will be terminated at the Company's sole
discretion.
C. BASIC PRINCIPLES
1. The purpose of the New Member Application, the Policies and Procedures, and
the Compensation Plan (collectively referred to as the "Agreement") is to
establish the Global Health Trax Member as an authorized Independent
Representative for the sale of Global Health Trax products. The Agreement sets
forth the duties and responsibilities of the Company in the sale of Global
Health Trax products to e Member. The Agreement also sets forth the duties and
responsibilities of the Member in the sale of these products to the ultimate
consumer, either within or outside of the Company.
2. Global Health Trax enters into this Agreement with the understanding that the
Company's ultimate success is based on ethical and hard working Members whose
businesses are free of false or deceptive advertising, pricing, marketing, or
business practices. The Company relies on each Member's integrity and ability to
perform the duties and responsibilities set forth in the Agreement.
D. MEMBERSHIP
1. LEGAL AGE AND RESIDENCE The Member must be of legal age according to the
rules of majority where the Member resides. The Member must reside in the United
States, its territories (Puerto Rico, U.S. Virgin Islands, Guam), or anywhere
else the Company is authorized to operate.
2. FAMILY MEMBERS Husbands, wives, and dependent children desiring Member
authorization may operate together as one Member entity or may become separate
Company Members. The multiple Memberships must be directly connected through the
Enroller line. If two previously existing Members marry, each may continue to
maintain his/her own Member authorization. In the event of a divorce, where the
husband and wife operated as one Member entity, the Company must be notified in
writing as to who will manage the Membership. Until such notification, the
existing Agreement will prevail.
3. MULTIPLE INTERESTS Under the following conditions, an individual or entity
may hold beneficial interest in more than one Global Health Trax Membership at
the same time: o As family Members under the provisions of section D-2, o Under
the entity exception of section D-4, o Upon the transfer of beneficial interest
to a successor in interest under the provisions of section D-11, o Upon the
purchase of a Membership by an existing Member. Under no other conditions may a
Member, either individually or jointly, hold a beneficial interest as an owner,
partner, stockholder or trustee in another Global Health Trax Membership.
4. CORPORATIONS, PARTNERSHIPS, DBA'S & TRUSTS When an applicant for Member
authorization is other than an individual or a spouse/partner, the application
must be signed by one or more legal representatives who have the power to bind
the applying entity. At its sole discretion, the Company may request additional
documentation of the entity. In such cases, the application will not be approved
until all requested documentation is received and verified by the Company. A
Member may hold a beneficial interest in a second Membership as a sole
proprietor, partner, shareholder or trustee of a business entity. The two
Memberships must be directly connected through the Enroller line. Although the
Company has offered Members the opportunity to conduct their Membership as legal
entities, it is agreed that since the Membership entity is under the control of
its owners or principals, the actions of individual owners as they may affect
the Company and the Membership are also critical to the Company's business.
Therefore, it is agreed that the actions of corporate shareholders, officers,
directors, agents or employees, the actions of partnership partners, agents or
employees, and the actions of Policies & Procedures 4 trustees of trusts which
are in contravention to the Company's policies shall be attributable to the
corporate, partnership, trust or DBA entity.
5. REGISTRATION All prospective new Members register (enroll) with the Company
by submitting a New Member Application (obtained from their Enroller or the
Company) and paying the Annual Membership Fee. The New Member Kit, which
contains training, educational, and business materials required to conduct
business with the Company, is provided by the Company. No product purchase by
the Member is required. Data processing fees, if any, will be deducted from
commissions and bonuses. The Company will not process applications that are
incomplete or unsigned and is not responsible for delays or errors caused by
incomplete or incorrect information. If more than one application is received
for any one person or entity, only the first received at the Company will be
considered. The Company reserves the right to reject any applications for new
Memberships or renewals.
6. TERM AND RENEWAL The initial term of the Agreement is for one year. All
Members are required to renew their Agreement annually and pay the annual
membership fee. As a convenience, the annual membership fee will be deducted
automatically when due using the Member's payment information on file with the
company. If a Member notifies the Company that he/she does not want to renew the
Agreement, he/she will be terminated as a voluntary termination and relinquish
all rights, whether earned or not, to commissions, bonuses, and marketing
position, all of which will cease immediately at the date of termination. See
also "Termination--General Policies" and "Termination--Specific Policies:
Voluntary."
7. RIGHT TO SELL AND ENROLL Global Health Trax grants to all Members a
nonexclusive right to purchase Company products and to promote and resell those
products. Global Health Trax grants to all Members, a non-exclusive right to
enroll new Company Members. Both the right to sell and the right to enroll are
dependent upon compliance with the terms and conditions contained in the
Agreement and are limited to the United States, its territories (Puerto Rico,
U.S. Virgin Islands, Guam, etc.), and anywhere else the Company is authorized to
operate.
8. DISCIPLINARY ACTIONS A Member's violation of any Policies and Procedures, or
the Agreement, or the Code of Ethics or any illegal, fraudulent, deceptive, or
unethical business conduct may result, at the Company's sole discretion, in one
or more of the following disciplinary actions: a. Issuance of a written warning
or admonition. b. Imposition of a fine, which may be imposed immediately or
withheld from future commission checks. c. Reassignment of all or part of a
Member's organization. d. Suspension, which may result in termination or
reinstatement with conditions or restrictions. e. Termination of the Member.
9. TERMINATION--GENERAL POLICIES Upon termination of a Membership, for any
reason, all rights to commissions and bonuses (whether earned or not), marketing
position, wholesale purchasing, resale of Company products, and the use of
names, marks, or any other material relating to the Company immediately cease.
Terminated Members may return excess product under certain conditions. See
"Product Returns" for detailed information. All Members and GHT Direct retail
customers who were enrolled (registered) by the terminated Member will no longer
have an Enroller.
10. TERMINATION--SPECIFIC POLICIES a) Voluntary A Member may voluntarily
terminate the Membership and cancel the Agreement at any time by sending written
notice to the Global Health Trax office. The effective date of the termination
will be the date the notice is received by the Company. However, unless the
notice is received at least ten (10) days prior to the auto order processing
date, that month's auto order may still be charged and shipped to the Member. A
Member who has voluntarily resigned becomes eligible to reenter as a Member
three (3) months after the effective date of termination. Reentry Members are
treated as new Members and do not have rights to prior downline positions,
commissions, or bonuses. See also "Termination - General Policies." b)
Involuntary The Company reserves the right to terminate any Membership at any
time for cause. Such involuntary termination shall be made by the Company at its
sole discretion. Upon an involuntary termination, the Company shall notify the
Member by mail at the latest address listed with the Company for the Member. In
the event of a termination, the terminated Member agrees to immediately cease
representing him/herself as a Member. At its sole discretion, the Company may
terminate a Member for any of the following:o The Member violates any provisions
of this Agreement, including the Code of Ethics, Policies and Procedures, and
Compensation Plan, as they may be amended from time to time. o The Member
violates any provisions of applicable laws or standards of fair dealing Policies
& Procedures 5 including provisions regarding unethical or deceptive practices
including the attempt to en-roll non-personally enrolled Members into other MLM
opportunities.o The Member's credit card or check draft payment is invalid three
times within any 12-month period, or the Member has an uncollected credit card
and/or check draft payment due over thirty (30) days. o The Member refuses to
accept delivery of an order and has the carrier return the package to the
Company without a Product Return Authorization Number. The Member will be
charged a 10% restocking fee. When a decision is made to terminate a Membership,
the Company will inform the Member by written notice that the Membership is
terminated immediately, effective as of the date of the written notification.
The termination notice will be mailed to the last registered Member address,
return receipt requested. The Member will have fifteen (15) days from the date
of receipt of the letter in which to appeal the termination in writing. The
Member's appeal correspondence must be received by the Company within 20 days of
the receipt of the Company's termination letter and must be sent return receipt
requested. If the Company does not receive a written appeal within the
twenty-day period, the termination will automatically be deemed final. If the
Member files a timely appeal of termination, the Company will review and
reconsider the termination, consider any other appropriate action, and notify
the Member of its decision in writing to the last registered Member address,
return receipt requested. The Company retains the right of sole discretion in
this matter. The decision of the Company will be final and subject to no further
review. In the event the termination is not rescinded, the termination will be
effective as of the date of the Company's original termination notice. Where
state law regarding termination of a Member is inconsistent with Company policy,
the state law termination procedures will govern. At the Company's sole
discretion an involuntarily terminated Member is not eligible for reentry. See
also "Termination--General Policies."
11. SALE OF MEMBERSHIP A Member may not sell, assign or otherwise transfer his
or her Membership, marketing position or other Member rights without written
application and approval by the Company. Members must send written notice of the
proposed sale to the Company, along with the potential purchaser's Member
Application and Agreement Form. If the potential buyer is a Member, he/she must
be at the equivalent or higher rank as the selling Member or have been a Company
Member for at least a one-year period prior to the sale. The Membership must be
offered in writing first to the Member's Enroller and then to the Member's
Sponsor. If the Enroller and the Sponsor both decline the offer, the Member may
offer the Membership for sale to other qualified Company Members, but only on
the same terms and conditions as offered to the Enroller and Sponsor. A Member
who sells his or her Membership shall not be eligible to requalify as a Member
for a period of at least three months after the sale. The Company reserves the
right to review the sale agreement and to verify waiver from the upline Sponsor
and Enroller in the event the upline Sponsor and Enroller declines to purchase
the Membership. The Company will notify the potential purchaser in writing of
the approval or refusal of its application within fifteen (15) days of the
receipt of all necessary documents requested by the Company. If approved, the
effective date of transfer shall be the date the Company receives written notice
from the seller that the sale has been finalized.
12. DEATH OR INCAPACITATION OF MEMBER Upon the death or incapacitation of a
Member, the Membership, including all rights to bonuses, commissions and
marketing position together with Member responsibilities, shall pass to the
benefit of the Member's successors in interest. The Member's successors in
interest must submit a certificate of death or written proof of incapacitation
to the Company, as well as a Member Application and Agreement Form. Global
Health Trax will continue to issue applicable commissions and bonuses in the
name of the original Member until such documentation is received and approved by
the Company. Thereafter, commissions and bonuses will be issued in the
Membership name shown on the application from the successors in interest. The
Company reserves the right to request and review proof of successor interest
and/or other related documents. Allow thirty (30) days for the application and
documents to be reviewed and approved. Applicants and co-applicants re-porting
the death or incapacitation of their spouse/partner must also follow the
procedures outlined above.
13. CHANGE OF ADDRESS A Member change of address must be reported to the Company
in writing. The change of address will become effective as of the date requested
or as soon thereafter as received by the Company. The member is responsible for
all shipping charges to old addresses if the company was not notified of a
change.
14. CHANGE OF NAME/ FORMATION OF BUSINESS ENTITY A Member change of name must be
reported to the Company in writing. The Company reserves the right to approve or
disapprove Member's change of business Policies & Procedures 6 names, formation
of partnerships, corporations, and trusts for tax, estate planning, and limited
liability purposes. If the Company approves such a change by Member, the
organization's name and the names of the principals of the organization must
appear on the Member application agreement along with a social security number
or federal identification number. Allow fifteen (15) days for the change of name
to be reviewed and approved.
15. CHANGE OF APPLICANT For Memberships with an applicant and a co-applicant,
both must submit a written request to officially terminate the shared interest.
Members must report to the Company in writing the voluntary termination of one
applicant, the transfer of the Membership to a sole applicant following a
divorce, and so forth. For Memberships with a sole applicant, the Member must
submit a written request to officially add a co-applicant with a shared
interest. For example, Members must apply to the Company in writing if they wish
to add a spouse/partner. Allow fifteen (15) days for the Company to review and
approve the deletion or addition of an applicant to an existing Membership.
16. ID NUMBER The Company assigns each Member an identification number (referred
to as "Member's ID") at the time of enrollment.
17. CORRESPONDENCE All correspondence to the Company must include the Member's
identification number.
18. COLLECT CALLS Members should not make collect telephone calls to the
Company. They will not be accepted.
19. VISITS TO CORPORATE OFFICES AND LABS Members are encouraged to visit the
home office and labs. However, because of work scheduling, OSHA regulations and
other considerations, no visitations to the home office or labs will be allowed
without an appointment.
E. COMPENSATION Members purchase Company products at a wholesale price for their
personal consumption and may sell products to another consumer at a retail
price. Retail profit may be realized by the Member from that transaction. In
addition, the Company pays commissions and bonuses to qualified Members on
product sales. Please see the Compensation Plan for specific information
regarding compensation paid to Members by the Company.
1. ELIGIBILITY To be eligible for monthly override commissions and bonuses, the
Member must comply with: a. Supervisory responsibility requirements as outlined
herein, and b. 70% rule on resale of wholesale product ordered as defined
herein, and c. Retail sales rule requiring sales to at least 5 nonparticipant
retail customers per month as defined herein, and d. The requirement that
his/her downline has retailed product that has been purchased at wholesale. e.
There are minimum purchase requirements in order to be eligible to receive
commissions and bonuses. No commissions and bonuses are paid for enrolling
Members in the Company's programs. Commissions and bonuses are paid on product
sales only. To be credited to any given pay period, orders must be received by
the Company before 6:00 PM Pacific Time on the last business day of that pay
period.
2. CHECK ISSUANCE FEE A fee may be charged for the issuance and mailing of each
commission and /or bonus check at the option of the Company.
3. COMMISSION AND BONUS CREDIT Product orders will be credited on the date
received by the Company. Orders received after the close of business will be
credited on the following day. For an order to be credited to a given pay
period, it must arrive at the Company's corporate office before 6:00 p.m.
Pacific Time on the last business day of the pay period.
F. RETAIL SALES Members agree to place primary emphasis upon the retail sale of
Global Health Trax products. The Company's program is built upon retail sales to
the ultimate consumer. The Company also recognizes that Members may wish to
purchase product in reasonable amounts for their own personal or family use. For
this reason, a retail sale for bonus purposes shall include sales to
nonparticipants as well as sales to Members for personal or family use which are
not made for purposes of qualification or advancement. It is Company policy,
however, to strictly prohibit the purchase of product or large quantities of
inventory in unreasonable amounts solely for the purpose of qualifying for
bonuses or advancement in the marketing program. Members may not inventory load
nor encourage others in the program to load up on inventory. The program is
based upon retail sales to the ultimate consumers; therefore, all forms of
stockpiling or pyramiding are prohibited. Products are offered to Members only
for personal consumption and for resale to consumers.
The Company encourages each independent Member to keep accurate sales records.
Members must fulfill published personal and downline retail sales requirements,
including requisite retail sales to nonparticipants, as well as supervisory
responsibilities, to qualify for bonuses, overrides or advancements.
Notwithstanding the Company's retail customer guarantee policy, all retail sales
must comply with the Policies & Procedures 7 FTC Three-Day Cooling Off Rule
which requires statutory language and notice of cancellation on the retail sales
receipt. The three-day right of cancellation must be orally explained to the
customer and the customer must receive two copies of the notice of cancellation
form. The Company offers Members two ways to handle retail sales: (1) direct
order by retail customers through the GHT Direct Program, and (2) resale of
products by the Member to the retail customer.
1. GHT DIRECT PROGRAM a) General Members may provide their retail customers with
a GHT Direct Retail Order Form and instruct those customers to place orders
directly with the Company. For this type of transaction, the Company will charge
the retail customer the suggested retail price. b) Tax on GHT Direct Orders
Retail customer orders placed through GHT Direct are considered to be direct
mail orders. As such, sales tax is applicable only to California residents. The
sales tax rate is the rate that currently applies at the Company's office. c) 30
Day GHT Direct Retail Unconditional Guarantee All Global Health Trax products
are covered by a retail customer thirty-day full money back guarantee. The GHT
Direct retail customers' guarantee is: "If you are not completely satisfied with
a Global Health Trax product, call Member Services within 30 days of the
original purchase to arrange for exchange or full cash refund. You must call
Global Health Trax before returning any product." See "Product Returns" for
additional information.
2. RESALE BY MEMBERS a) General All Members may purchase products from the
Company at wholesale prices and resell products to customers without
administrative assistance from the Company. For this type of transaction, the
Company may suggest to Members what it believes to be a desirable retail price
(suggested retail price), but Members are free to sell products at any price.
Members must provide each retail customer with a completed Retail Sales Receipt
at the time of sale. b) Tax on Resale Products When reselling products to
customers, Members are responsible for collecting and remitting any applicable
tax to the appropriate taxing authority. However, Members who reside in certain
states may fulfill this responsibility by paying tax on the suggested retail
price at the time they purchase products from the Company. See also "Member
Business Practices: Sales and/or Use Tax." c) 30 Day Member Retail Unconditional
Guarantee All Global Health Trax products are covered by a retail customer
thirty-day full money back guarantee. The following is the text of the guarantee
that applies to these transactions: "If you are not completely satisfied with a
Global Health Trax product, return the product and original sales receipt to
your Global Health Trax Independent Member within 30 days of the original
purchase for exchange or full cash refund." Retail customers have the right to
request their Member to either exchange the product or to refund the full
purchase price plus any sales tax paid. The Member must comply with the
customer's request quickly and courteously. Any Member who does not honor the
above retail customer guarantee will be subject to termination. At the time the
Member makes a customer exchange or refund, the Member must collect the unused
portion of the product, or the empty bottle, from the customer. The Member
should then immediately call the Company to arrange for any applicable
reimbursement. Do not ship products or empty bottles to Global Health Trax until
after you have been given a Product Return Authorization Number by Member
Services. The Company will not accept delivery of your See "Product Returns" for
3. RETAIL SALES REQUIREMENTS RULE The Company sales and marketing program is
based upon retail sales to the ultimate consumer. Every aspect of the program is
designed to assist our Members in the marketing of fine products and services to
the general consuming public. In furtherance of these policies, the Company has
adopted specific rules on retail sales and retailing referenced as the Company
Retail Rule. In the interest of protecting the consumer and the opportunity of
its Members, the Company enforces this rule through a verification program. a)
Company Retail Rule Although the primary function of the Company is to sell
products to the general consuming public, the Company realizes that its Members
may wish to purchase product for personal or family use in reasonable amounts.
For this reason, the Company defines a retail sale to include sales to
nonparticipants, as well as purchases for personal or family use in reasonable
amounts, which are not made solely for purposes of qualification or advancement.
This is a standard followed by leading direct selling companies. Notwithstanding
this policy, the Company, in order to specifically further retail selling, has
adopted a requirement that a Member will not be eligible for bonuses or
overrides unless he or she has made at least 5 sales per month to nonparticipant
retail customers. b) Retail Sales Rule Audit Verification Program In its effort
to support and enforce the retail sales rule, the Company on a quarterly basis
will conduct random audit verification follow-ups. Representatives of the
Company will contact Members to further verify compliance with the Policies &
Procedures 8 retail sales rule. Members should maintain records and be prepared
to assist Company representatives in their task.
G. ENROLLING & SPONSORING 1. ENROLLER REQUIREMENT Every Member must have an
Enroller and a Sponsor.
2. RIGHT TO ENROLL All Members have the right to enroll other Members into the
Company's programs. A Retail Customer cannot be an Enroller.
3. RECOGNITION OF ENROLLER Every person has the ultimate right to choose his/her
own Enroller. If two Members should claim to be the Enroller of the same new
Member, the Company shall regard the first application received by the corporate
home office as controlling. If a new Member feels they were mislead in any way
to enroll with an enroller they did not intend to enroll with, the enrollment
shall be considered an "unethical enrollment." a) General Rule As a general
rule, first Member to meaningfully work with a prospective Member has first
claim to sponsorship. However, this is not necessarily controlling. Basic tenets
of common sense and consideration should govern. b) Convenience For our Member's
convenience, the Company provides various methods of registering new Members,
including internet and facsimile registration. A complete application, which
includes all appropriate information and signature, is required to enroll a
Member. Incomplete applications are considered "intended" registration only. It
is the responsibility of the enrolling Member to provide delivery of the
completed and signed New Member Application if the Enroller is to expect
recognition as the
4. NO COMPENSATION FOR ENROLLING No Member will be compensated for enrolling
other Members. The sale of Company products to the ultimate consumer is the
basis of the Company's Compensation Plan and must be emphasized in all
recruiting presentations.
5. ENROLLER AND SPONSOR RESPONSIBILITIES There is no "magic" involved in the
Company or in any business. Those who enroll many new Members but who do not
help new Members develop their business meet with limited success. Therefore, a
responsibility of Enrollership and Sponsorship is to work with new Members to
help them learn the business and to encourage them during the critical early
months. Enrollers and Sponsors have a responsibility and obligation of
performing a bona fide supervisory, distributing and selling function in the
sale or delivery of product to the ultimate consumer and in the training of
those enrolled and sponsored. Members must have ongoing contact, communication
and management supervision with his or her sales organization. Examples of such
supervision may include, but are not limited to: newsletters, written
correspondence, personal meetings, telephone contact, voice mail, electronic
mail, training sessions, jointly sponsoring booths or tables at fairs or trade
shows, assisting a Member at an appointment with a prospect, assisting the
Member in generating prospect leads, accompanying individuals to Company
trainings and sharing genealogy information with those sponsored. Members should
initially direct any questions concerning their Global Health Trax business to
their Enroller and Sponsor. Should this prove unsatisfactory, the questions
should then be directed to the immediate upline. Enrollers and Sponsors should
ensure that new Members understand the Company's products and how to effectively
make sales. The independence of each Member must be respected, and the Enroller
and Sponsor must not attempt to push or force sales performance. However, the
offer of rewards for achievement is totally acceptable. If requested, Enrollers
and Sponsors must be able to provide evidence to the Company, semiannually, of
ongoing fulfillment of Enroller and Sponsor responsibilities. Failure to provide
proper training, communication, and management supervision may result in the
loss of Enroller and Sponsor rights and possible termination.
6. TRANSFER OF ENROLLERSHIP Maintaining the integrity of the enrollment process
and of the downline sales organization is critical to the success of the Member
and the Company. As such, the Company strongly discourages the transfer of a
Member from one Enroller to another or from one Sponsor to another. Prior to the
signing of the New Member Application, the Enroller and new Member should both
review the document for correctness. Transfers will generally be approved in
four (4) circumstances only: (1) In the case of unethical enrolling by the
original Enroller. In such cases, the Company will be the final authority. (2)
With the written approval of the immediate five (5) upline sponsors and the
Enroller. (3) Resigning from the Company entirely and waiting three (3) months
to reapply under a new Enroller. (4) An error in processing by the Company. A
transfer will result in the forfeiture of the transferee's downline sales
organization. In addition, the Company will charge the transferring Member a
$25.00 transfer fee. However, if the Company judges, in its sole official
enrolling Member. Policies & Procedures 9 discretion that the original
enrollment was unethical, or processed incorrectly, the Member will be
transferred with his/her downline sales organization intact, except for those
who would be cross-line to their Enroller, and without liability for the
transfer fee.
7. NO INVENTORY REQUIREMENT Enrollers and Sponsors are not required to carry
inventory of products or sales aids for new Members. Enrollers who do so,
however, find building a major sales organization much easier because of the
decreased response time in meeting a new Member's needs.
H. ORDERING 1. GENERAL INFORMATION There is no minimum order requirement.
Internet orders placed on each Member's personal website are preferred. The
Company is not responsible for delayed or lost mail, illegible or unreceived
faxes, internet order loss or garbled transmission, declined payments on checks
or credit cards, incomplete order forms or incorrect payments. All Members
should place their orders directly with the Company. Since commissions and
bonuses are calculated only on purchases directly from the Company, it is
inadvisable to purchase products from another Member. However, to fill a
pressing need, a Member may purchase or borrow products from other Members. It
is recommended that Members use their upline Members for this purpose. If a
Member purchases products from another Member, no commissions or bonuses will be
paid on the purchase. If a Member borrows products from another Member, the
Company recommends that the borrowing Member immediately send an order to the
Company for replacement products to be shipped directly to the loaning Member.
In this manner, no commission requirements are negatively affected, and the
Member has satisfied the immediate need. To help Members avoid serious tax
consequences, it is strictly forbidden to place orders under one Member's name
and request shipment to another Member's address. An exception to this rule is
allowed if a minimal order (under 75 BV) is placed in the an inactive member by
their upline in order to qualify the upline for rank or rank advancement. Abuse
of this policy is ends or termination. Cumulative purchases during the first six
months are limited to less than $500 in Georgia, Louisiana, Indiana and
Michigan. See specific addenda to Member agreement for specific states as to
statutory purchasing limitations, buy back rules and other restrictions,
disclosures and additional Member rights and responsibilities.
2. ELIGIBILITY The Company will accept orders from a Member for products and/or
sales aids after a valid New Member Application has been submitted to and
accepted by the Company and the new Member has paid the annual Member fee. The
Company will accept orders from a retail customer for products when the order is
placed on a GHT Direct Retail Order Form, the GHT Direct website or other means
provided to the GHT Direct Customer.
3. ORDER FORMS Only official Company order forms will be accepted unless
otherwise specified. Photocopies and fax copies are accepted.
4. BACK ORDERS The Company's policy is to fill and ship all orders in a timely
manner. In the event that any products or sales aids are temporarily out of
stock, Members will receive a "Back Order" notice on their invoice or packing
slip. All back-ordered products will be shipped, at no additional cost, as soon
as the products become available. Commission and bonus credit will be given in
the pay period in which payment for the original order was received by the
Company. Generally, the Company will not accept orders for any product or sales
aid that is not currently in stock.
5. SALES VOLUME QUALIFICATION BY ORDER TAKING As with other leading direct
selling companies, the company has adopted minimum personal and group sales
volume requirements. With respect to tangible products, which may be offered for
purchase for resale, minimum sales volume requirements may also be fulfilled by
taking orders from retail customers which will be fulfilled or drop-shipped by
the company directly to the retail customer.
6. 70 PERCENT RULE The Company recognizes that Members may wish to keep a small
inventory for customers who prefer a point of purchase delivery. However,
Members must not purchase products in unreasonable amounts in order to receive
commissions or bonuses or to fulfill the retail sales rule. As a consumer
safeguard, of the utmost importance to the company, is the policy that Members
should purchase products in commercially reasonable quantities, and under no
circumstances may Members cause others to purchase products in amounts that are
not reasonably expected to be sold to the consuming public or in unreasonable
amounts for personal or family use. In furtherance of these policies, the
company has adopted specific rules referenced as the company 70 percent rule. In
the interest of protecting the consumer and the opportunity of its Members, the
company enforces this rule. a) 70 Percent Rule As with other leading direct
selling companies, the company has adopted a 70 percent rule. Under this rule,
company Members may not order additional product unless they have sold or used
for personal or family use at least 70 percent of previously purchased
inventory-type product. Policies & Procedures 10 b) 70 Percent Rule Audit
Verification Program In its effort to support and enforce the 70 percent rule,
the company on a quarterly basis will conduct random audit verification
follow-ups. Representatives of the company will contact Members to further
verify compliance with the 70 percent rule. Members should maintain records and
be prepared to assist company representatives in their task. By the act of
placing an order, Members certify that seventy percent (70%) of all previously
ordered products has been sold to a retail customer or personally consumed.
Buildup of large amounts of unsold inventory is strictly prohibited and is
grounds for termination. Encouraging other Members to stock large inventories of
products is also grounds for termination.
I. PAYMENT 1. GENERAL INFORMATION No orders will be shipped without prior
payment. C.O.D. orders are not accepted. All payments must be for the full
amount of the order. Separate payment must be included for each order submitted.
DO NOT SEND CASH.
2. METHOD OF PAYMENT a) Check or Money Order All personal checks, money orders,
or cashier's checks must be payable to "Global Health Trax." Members and GHT
Direct retail customers who pay by personal check, money order, or cashier's
check must mail the completed form and accompanying payment to the Company. Do
not electronically transmit the order form; it will not be processed. b) Credit
Card Members and GHT Direct retail customers may use a credit card to pay for
any order. Credit card orders normally must be shipped to the cardholder's
billing address. Members should be aware of the quality of products, costs, and
their contractual obligations and, therefore, maintain a greater responsibility
than an average consumer when ordering on a credit card. Members agree that any
order returns, refunds, or exchanges will be done through Global Health Trax. c)
Check Draft (EFT) Members and GHT Direct retail customers may use a check draft
to pay for most orders. With a check draft, the Company is authorized to debit a
specific bank account. The Company may require a minimum order amount for
payment by check draft. All orders paid by electronic bank draft and check
orders will be shipped within ten business days of your order to allow time for
them to clear the bank.
3. INVALID OR DECLINED PAYMENTS If any credit card, personal check, or check
draft payment is declined or returned unpaid for any reason, the order will not
be processed. Additionally, the Member or GHT Direct retail customer will be
charged an invalid payment fee. This fee is $20.00 for the first invalid payment
in any 12-month period, $25.00 for the second invalid payment and $35.00 for the
third invalid payment. If a Member has a payment method on file with the Company
(for auto orders), the invalid payment fee will automatically be charged to that
payment method. In all other cases, the invalid payment fee will be billed
and/or deducted from current or future commissions and bonuses due the Member.
On the third decline/return of the same payment type, Members may lose the right
to use that payment method for 12 months and may be subject to termination. On
the third decline/return of the same payment type, GHT Direct retail customers
may lose the right to place orders with the Company. Any uncollected amounts
owed by the Member may be deducted from current or future commissions and
bonuses. Failure by a Member to resolve any outstanding payments within thirty
(30) days of notification is grounds for termination and will subject the Member
to legal collection action. Failure by a GHT Direct retail customer to resolve
any outstanding payments within thirty (30) days of notification will subject
that person to legal action. Members are not at risk for invalid payments made
by their GHT Direct retail customers. If payment for a Member or GHT Direct
order is discovered to be uncollectible after commissions and bonuses have been
paid on the order, those commissions and bonuses will be charged back to the
upline Members.
J. SHIPPING
1. CARRIER Various carriers may be used from time to time. Allow 7-14 days for
delivery.
2. COST The Company's goal is to provide Members with the most economical but
reliable and efficient shipping possible. Members are responsible for all
shipping costs associated with their order including insurance or express fees
if necessary and may, from time to time, be charged more than the published
shipping charges due to individual circumstances relating to a particular order.
3. SHIPPING TIME The Company's goal is to ship all orders within twenty-four
(24) hours of receipt of verified funds, excluding holidays and weekends. The
Company will use its best efforts to meet this goal.
4. SHIPPING DISCREPANCIES If the products you receive do not match the products
listed on the shipping invoice, immediately call Member Services to report the
shipping discrepancy and receive a Product Return Authorization Number. Do not
send items back to the Company without a Product Return Authorization Number
-they will not be accepted. You may also be required to file a written report or
form. Failure to notify the Company of a shipping discrepancy within fifteen
(15) days of receipt Policies & Procedures 11 of the order will cancel your
right to request a correction.
5. DAMAGED GOODS If a shipment arrives in a damaged condition, immediately call
Member Services to report the damaged goods and receive a Product Return
Authorization Number. Do not send items back to the Company without a Product
Return Authorization Number - they will not be accepted. You may also be
required to file a written report or form. Failure to notify the Company of a
damaged order within fifteen (15) days of receipt of the order will cancel your
right to request a correction.
6. SHIPPING ADDRESS The Company normally ships to street addresses, which allows
a choice of carriers and shipping services. However, if necessary, the Company
will ship to post office (P.O.) boxes or to General Delivery destinations. All
orders shipped by U.S. mail to post office box or General Delivery destinations
are shipped at the Member's own risk.
7. LOST ORDERS OR CHECKS If you believe an order or check is lost in the mail,
immediately call Member Services. After the Company verifies that the order or
check was lost during shipping, a replacement will be sent at no extra charge.
Allow fifteen (15) business days for this verification. This replacement policy
does not apply to orders sent by U.S. mail to post office box or General
Delivery destinations
8. TRANSFER OF TITLE Title to the contents of any shipment passes from Global
Health Trax to the purchaser at the time the shipment leaves the Company's
distribution center.
9. PERFORMANCE DELAYS When performance delays are caused by circumstances beyond
the control of the Company or the Member, neither the Company nor the Member
will be held liable for such delays. This includes, without limitation, strikes,
labor difficulties, riots, war, and fire, and death, curtailment of the affected
party's usual source of supply, or government decrees or orders.
K. PRODUCT RETURNS Do not send items back to the Company without a Product
Return Authorization Number. The Company will not accept delivery of your
package without this number. Do not send items back to the Company C.O.D. The
Company will not accept C.O.D. packages. For incorrect orders, see "Shipping:
Shipping Discrepancies." For damaged orders, see "Shipping: Damaged Goods."
1. GENERAL Before returning any items to the Company, for any reason, both
Members and GHT Direct retail customers must call the Company to request
approval and receive a Product Return Authorization Number. You may also be
required to file a written report or form. The Product Return Authorization
Number must appear on the exterior of each shipping package. The Company will
not accept delivery of packages without this number. The returned items must be
sent to the Company, freight prepaid, within seven (7) days of receiving the
Product Return Authorization Number. After seven (7) days, the Product Return
Authorization Number expires and the right to return the items is lost and no
return will be processed. It is strongly suggested that packages be sent to the
Company "return receipt requested." In the event that a package does not arrive
at the Company, the sender is responsible for providing proof that it was sent.
If your package is lost and you do not have valid proof of shipment, your return
will not be processed.
2. MEMBER RETURNS Member returns are allowed under the following conditions
ONLY: a) Member First Order Products and sales aids purchased as the Member's
first order with the Company or the first time the Member has ordered a
particular product or sales aid are covered by a full unconditional thirty-day
money back guarantee. Shipping charges are not refundable. The Member must call
the Company for a Product Return Authorization number within 30 days of the date
of their Membership and comply with all of the requirements as specified for
returns. b) Upon Termination Upon Termination, whether involuntary or voluntary,
if the independent Member has purchased products or sales aids while the Member
agreement was in effect, all unencumbered products in a resalable condition then
in possession of the independent Member, which have been purchased within 12
months of cancellation or termination, shall be repurchased with the exception
of any products or sales aids purchased on "sale," "discounted," "2 for 1
Specials," "Pop Packs" or any other promotional pricing. Products with obsolete
labels, broken safety seals, or that are damaged or unsalable for any reason
will not be repurchased. Obsolete or damaged sales aids will not be repurchased.
Products that will expire within 120 days will be considered unsalable and will
not be repurchased. Although Members have up to one year following termination
to request a repurchase, the likelihood that items will still be in a resale
condition decreases with time. Members should refrain from placing excessive
orders in order to avoid returns upon termination. The Company will honor
statutory mandated buy back requirements of every jurisdiction. The repurchase
price will be the original cost to the Member returning the products, less a 10%
restocking fee, less the original shipping charges, less any commissions/bonuses
paid to any Member on the original purchase, less any other appropriate setoffs
and legal claims. Allow thirty (30) days from the date of receipt for
processing. Commissions and bonuses paid to upline Members on sales for which
Policies & Procedures 12 the Company later gives a refund will be charged back
to those upline Members. c) Member Exchanges Members may exchange products they
have already purchased for other products. The exchange will be based on the
Bonus Volume of the exchanged product less 10% of the wholesale price restocking
fee. A Bonus Volume for Bonus Volume exchange will be allowed if the returned
product is in resalable condition as defined in these Policies and Procedures.
There will be no credits issued for unused Bonus Volume in the exchange.
3. CUSTOMER RETURNS a) GHT Direct Returns Retail customers who place orders
through GHT Direct may return any product to the Company within thirty (30) days
of the original purchase for exchange or full cash refund. Please advise your
GHT Direct retail customers to call Customer Service before returning any
product. To expedite the return, the original invoice and/or packing slip should
be included with the returned products sent to the Company. After verifying the
return, the Company will issue an exchange or full cash refund to the GHT Direct
retail customer. Allow thirty (30) days for the exchange or refund to be
processed. Members should not make a refund to a GHT Direct retail customer and
then request reimbursement from the Company. All GHT Direct retail customer
refunds will be made only to the customer. See also "Retail Sales." b) Resale
Product Returns Retail customers who purchase products directly from a Member
may return any product to the Member within thirty (30) days of the original
purchase for exchange or full cash refund. At the time the Member makes a
customer exchange or refund, the Member must collect the nused portion of the
product, or the empty bottle, from the customer. The Member should then
immediately call the Company to report the return and receive a Product Return
Authorization Number. The Member must include a copy of the original Retail
Sales Receipt with the returned products sent to the Company. After the return
has been verified, the Company will send a replacement product, postage paid,
directly to the Member. Allow thirty (30) days for the replacement to be
processed. Failure to notify the Company of a customer return within fifteen
(15) days of receipt of the return will cancel a Member's right to request a
replacement product. A Member who issues a refund after the allowed thirty-day
guarantee period will not be entitled to any replacement or reimbursement from
the Company. See also "Retail Sales."
L. MEMBER BUSINESS PRACTICES
1. INDEPENDENT CONTRACTOR BUSINESS RELATIONSHIP All Members are independent
contractors whose success or failure depends upon their individual, independent
efforts and are not to be considered purchasers of a franchise or an exclusive
territory. The Agreement between the Company and its Members does not create an
employer/ employee relationship, agency, partnership, or joint venture. Members
and their agents and employees are not employees, agents, joint venturers,
franchisees, or legal representatives of Global Health Trax, of the Member's
immediate Enroller or Sponsor, or of any other upline Members in the system.
Members may not imply or represent employment or agency relationships in any
manner, including verbal representations, printed material or deceptive actions.
Neither the Distributors, their agents and employees, nor Global Health Trax
shall have any right to enter into a contract or commitment on behalf of, or as
a representative of, the other or to bind the other in any way whatsoever.
Global Health Trax Members are responsible for any and all expenses which result
from their business operations both inside and outside their residence, for
setting and scheduling their own hours of work, and for determining their own
methods of sale in compliance with the Agreement and applicable federal and
state laws. hold Global Health Trax harmless against and from any claim, demand,
liability, damage, loss, or expense (including but not limited to reasonable
attorney fees) arising or alleged to arise in connection with or resulting from
the Member's operations and business practices. In the conduct of its business,
the Member shall safeguard and promote the reputation of the products of the
Company and shall refrain from all conduct which might be harmful to such
reputation of the Company or to the marketing of such products or be
inconsistent with the public interest, and shall avoid all discourteous,
deceptive, misleading, unethical or immoral conduct or practices.
2. COMPLIANCE WITH ALL APPLICABLE INCOME TAX AND OTHER TAX LAWS The Member
understands that IRS Form 1099 will be issued by the Company, as required,
reporting the total amount of bonuses, commissions, and awards paid to the
Member if over $600 during each calendar year. Additionally, the Member
understands that IRS Form 1099 will be issued by the Company in the event the
Member purchases or sells more than $5,000 in wholesale volume regardless of the
amount of commissions, bonuses and awards earned by the Member. The Member is an
independent contractor and, as such, the Company does not deduct any personal
taxes from commissions or bonuses. The Member is solely responsible for the
reporting of total IRS Form 1099 income on the Member's income tax returns and
is solely responsible for the payment of any taxes, including but not limited to
self-employment social security tax Policies & Procedures 13 (FICA), federal
unemployment tax (FUTA), income tax, state unemployment tax, or any other
similar tax which may be created out of the Member's independent contractor
status. The Member agrees to pay all taxes, including sales and/or use tax,
acquire any and all licenses and pay any fees that may be required by federal,
state, and local jurisdictions and statutes, and adhere to any laws governing
such independent contractor status.
3. SALES AND/OR USE TAX All Global Health Trax products maybe subject to sales
and/or use tax depending on location. The Member is solely responsible for
collecting and remitting any applicable tax to the appropriate taxing authority.
However, to alleviate this paperwork burden, the Company may, at its sole
discretion, make arrangements with specific states to collect and remit sales
and/or use tax on behalf of the Members. When such an arrangement exists with a
state, the Company will automatically collect and remit tax on all orders
shipped to that state. The Company will collect and remit the tax based on the
full suggested retail price as required. Members who wish to personally collect
and remit sales and/or use tax for their orders must submit a copy of their
Sales Tax License or Sales Tax Exemption Certificate to the Company. The Company
will not collect tax on Member orders shipped to states, or other locations,
which have not established a sales and/ or use tax arrangement with the Company.
For orders to those areas, the Member must collect and remit applicable tax
directly to the appropriate taxing authority. Members will need to contact the
taxing authority to determine the correct tax rate and base. Members must not
collect excessive sales tax from their customers. Deliberately over-charging
customer sales tax is grounds for termination and may subject the Member to
legal action.
4. CONFIDENTIALITY AND NONDISCLOSURE The Company will periodically supply data
processing information and reports to the Member that provide information
concerning the Member's downline sales organization, product purchases and
product mix. Member agrees that such information is proprietary and confidential
to the Company and is transmitted to the Member in confidence. Nondisclosure of
any and all information regarding the Member's upline and downline is understood
to be a part of these Policies and Procedures. The Member agrees that he or she
will not disclose any information regarding their upline or downline to any
third party, either directly or indirectly, nor use the information to compete
with the Company, directly or indirectly, either while a Member or after
termination. The Member and the Company agree that, but for this agreement of
confidentiality and nondisclosure, the Company would not provide the above
confidential information to the Member. Violation of this nondisclosure and
trust will lead to termination of the Agreement and may subject the Member to
legal action.
5. VENDOR CONFIDENTIALITY The Company's business relationship with its vendors,
manufacturers and suppliers is confidential. A Member shall not contact,
directly or indirectly, or speak to or communicate with any representative of
any supplier or manufacturer of the Company except at a Company sponsored event
at which the representative is present at the request of the Company. Violation
of this regulation may result in termination and possible claims for damages if
the vendor/manufacturer's association is compromised by the Member contact.
6. REPRESENTATIONS MADE BY MEMBERS a) Truthful and Fair Members must truthfully
and accurately describe the Company, the Company's products, income potentials
and the Compensation Plan in all discussions with other Members, prospective
Members, ultimate consumers, and the general public. b) Product Claims and Hold
Harmless Members shall make no claims for any of the Company's products other
than those found in current Company literature or on current Company labels.
Members shall refrain from making all other claims including but not limited to
diagnostic statements about a person's health, medicinal value of Company
products, advice as to a person's current medications, prescriptive
representations, or therapeutic or curative properties of Company products. The
Member shall indemnify and hold Global Health Trax harmless against and from any
claim, demand, liability, damage, loss, or expense (including but not limited to
reasonable attorney fees) arising or alleged to arise in connection with or
resulting out of any representation made by the Member in connection with
product claims in violation of this section. Members shall defend at their own
expense any action brought in connection with such a claim. c) Compensation Plan
Members shall not falsify, misstate, or omit significant material facts about
the Company's Compensation Plan. Members shall make it clear that no
compensation will be received for recruiting additional Members and that
compensation is based solely upon sales of the Company's products. d) Income
Claims No income claims, income projections or income representations may be
made to prospective Members. Obviously, any false, deceptive or misleading
claims regarding the opportunity or product\service are prohibited. In their
enthusiasm, Members are occasionally tempted to represent hypothetical income
figures based Policies & Procedures 14 upon the inherent power of network
marketing as actual income projections. This is counter-productive, since new
Members may be quickly disappointed if their results are not as extensive or as
rapid as a hypothetical model would suggest. The Company believes firmly that
the income potential is great enough to be highly attractive in reality without
resorting to artificial and unrealistic projections. Members shall make it clear
that a prospective Member can expect to be successful only through hard work and
sustained effort. Examples are permitted to illustrate how the Company's
Compensation Plan works if they are presented as only examples and any relevance
to anticipated success is disclaimed. e) Franchises or Territories No franchise
or exclusive territory exists or can be sold as part of the Agreement or the
Compensation Plan. This does not prohibit the Company from establishing
distribution points and other development and operation centers. f) Regulatory
Agencies Members shall not state or in any way imply that the Attorney General's
Office, Better Business Bureau, Food and Drug Administration, or any other
federal, state, or local regulatory agency has approved or endorsed any of the
Company's products or plans g) Telephone Answering Members are prohibited from
answering the telephone in any manner that would give callers the impression
that they have reached the corporate office of the Company Members are
prohibited from representing in any manner that they work for, or in, the
corporate office of the Company. Specifically, Members may not answer "Global
Health Trax" in any form. h) Repackaging Company policy and the labeling laws of
state and federal agencies prohibit Members from re-packaging or relabeling any
Company products for sale.
7. PROHIBITED RECRUITING Members shall not sell to other Company Members, other
than personally enrolled Members, non-company products or in any way promote to
such Company Members opportunities in marketing programs of other companies.
Such admissible promotion to designated personally enrolled Members may not take
place using any Company sponsored materials including but not limited to Company
sponsored board rooms, chat rooms or on Company provided conference lines or on
the occasion or at the place designated for or associated with a company
business opportunity meeting or company-related activity. Failure to comply with
this policy shall result in termination.
M. ADVERTISING AND USE OF COMPANY NAME
The name of the Company and other names as may be adopted by the Company are
proprietary trade names and trademarks of the Company. As such, these marks are
of great value to the Company and are supplied to Member for Member's use only
in an expressly authorized manner. Member agrees not to advertise the Company
product in any way other than the advertising or promotional materials made
available to Member by the Company. Member agrees not to use any written,
printed, recorded or any other material in advertising, promoting or describing
the product or the Company marketing program, or in any other manner, any
material which has not been copyrighted and supplied by the Company, unless such
material has been submitted to the Company and approved in writing by the
Company before being disseminated, published or displayed.
1. PROMOTIONAL MATERIALS AND HOLD HARMLESS The Member, as an independent
contractor, is fully responsible for all of his or her verbal and written
statements made regarding the product and marketing program which are not
expressly contained in writing in the current Member agreement and advertising
or promotional materials supplied directly by the Company. Member agrees to
indemnify the Company and hold it harmless from any and all liability including
judgments, civil penalties, refunds, attorney fees, court costs or lost business
incurred by the Company as a result of Member's unauthorized representations.
2. REPRODUCTION OF MATERIALS Members may not produce, reproduce, promote, or use
materials of any kind that describe the Company's names, programs, or products,
or use its copyrights, designs, logos, trade names, trademarks, etc. without the
Company's prior written permission unless such materials are obtained from the
Company or are in compliance with current Company guidelines. Members may
produce motivational or instructional materials emphasizing techniques,
providing such materials do not make unauthorized representations and do not
include the Company name or logo. All Company materials, whether printed, on
film, produced by sound recording, or on the internet, are copyrighted and may
not be reproduced in whole or in part by Members or any other person except as
authorized by the Company. Permission to reproduce any materials will be
considered only in extreme circumstances. Therefore, a Member should not
anticipate that approval will be granted. A Company Member may not produce, sell
or distribute literature, films or sound recordings which are deceptively
similar in nature to those produced, published and Policies & Procedures 15
provided by the Company for its Members. Nor may a Member purchase, sell or
distribute non-company materials which imply or suggest that said materials
originate from the Company. A Company Member may not produce, use or distribute
any information relative to the contents, characteristics or properties of
Company product which has not been provided directly by the Company. This
prohibition includes but is not limited to print, audio or video media.
3. ADVERTISING COPY Members may only use Company approved advertising copy.
Examples of Company approved advertising copy include statements made in Company
sales aids and Member created advertising copy that has already received written
approval from the Company. All advertising copy, direct mailing, internet,
radio, TV, newspaper and display copy must be approved in writing by the Company
prior to publication, dissemination or display with the exception of blind ads
where no reference is made to the Company name or product name.
4. NO CLAIMS No claims as to therapeutic or curative properties about the
products may be made except those officially approved in writing by the Company
or as contained in the official Company literature. In particular, no Member may
make any claim that the Company products are useful in the treatment or cure of
any disease. Such statements can be perceived as medical claims. Not only is
this totally against Company policy, but it is also against the laws governed by
the United States Food and Drug Administration. See also "Product Claims and
Hold Harmless"
5. SALES AND DISPLAYS IN RETAIL ESTABLISHMENTS Sales and displays in retail
establishments within the requirements of the Policies and Procedures are
permitted providing the manager or owner of the retail establishment is a
Member.
6. FAIRS, SHOWS, AND HEALTH EXPOS Members may participate in any kind of
professional or organized exposition or show for the purpose of distributing
literature and selling the Company's products. Company products and the
opportunity are the only products offered in the trade show booth. Only Company
produced or approved marketing materials may be displayed or distributed.
7. MEDIA APPEARANCES No Member may use television, radio, newspapers, or other
media to personally promote or discuss the Company or its programs. All
inquiries for media interviews must be referred to the Company. This does not
prohibit Members from using Company-approved advertising copy. This policy is to
assure accuracy and consistent public image.
8. USE OF COMPANY NAME BY MEMBERS Member use of the name Global Health Trax is
restricted to protect the Company's proprietary rights. Use of the Company's
name or logo on buildings, vehicles, signs, and so forth must be according to
Company instructions, formats and/or materials, must be kept in visually
attractive condition, and normally must be in the following format: (Member's
Name) Global Health Trax "Independent Representative" or "Independent
Consultant" No more than two lines of blank space may appear between these lines
and the name of the company
9. LETTERHEAD AND FORMS Members may not use the Company name on any written
forms, documents, or letterhead without stating "Independent Representative" or
"Independent Consultant" thereon. Members may not use forms, documents, or
letterhead that state "Global Health Trax" to promote any other products or
services. Member letterhead, envelopes, and business cards that bear the Company
name or logo must be printed using the instructions provided by the Company. To
ensure a professional appearance, Members are urged not to photocopy letterhead,
envelopes, or business cards.
10. PROMOTIONAL ITEMS All promotional items which bear the Company's name or
logo must be purchased from the Company or be in compliance with current Company
policies. The only exceptions are imprinted gift items such as pens, key chains,
buttons, or other items found in a standard promotional gift items catalog.
These kinds of items must not include the Company's symbol or logo, but rather
they must be inscribed as follows: Compliments of "your name" Global Health Trax
"Independent Representative" or "Independent Consultant" (Member's name,
address, and/or telephone number are optional.) No more than two lines of blank
space may appear between these lines and the name of the company.
11. TELEPHONE DIRECTORY All Members may list their own name in the white pages
of the telephone directory followed by the words "Global Health Trax
"Independent Representative" or "Independent Consultant." All Members may list
their name in the yellow pages of the telephone directory under the appropriate
classification only as follows: Global Health Trax "Independent Representative"
or "Consultant" (Member's name, address and telephone number) No more than two
lines of blank space may appear between these lines and the name of the company.
Policies & Procedures 16 All Members may place telephone directory display
advertisements. However, only Company-provided or Company-approved layouts may
be used.
12. DIRECT MAIL AND E-MAIL Only materials that have been created by the Company
or that have the Company's written authorization may be used in direct mail and
e-mail solicitations. Spamming, the sending of unsolicited e-mail, and
fax-blasting, the faxing of unsolicited facsimiles, are strictly prohibited and
grounds for termination.
13 . TELEPHONE SOLICITATION The use of the Company's name or copyrighted
materials may not be made with automatic calling devices or "boiler room"
operations either to solicit Members or retail customers. The use of these
methods in ways that are legal and are the equivalent of the "blind ads" alluded
to above cannot be regulated by the Company.
14. INTERNET AND WEBSITE POLICY The Company maintains an official corporate
website and each Member is given a personalized web site for their use. Members
are allowed to advertise on the internet through their approved Company websites
that can be personalized with the Member's message and the Member's contact
information. These websites are directly controlled by the Company, giving the
Member a professional and company approved presence on the internet. Only these
approved websites may be used by Members. No Member may independently design a
website that uses the names, logos, or product descriptions of the Company
without written permission from the Company. Members are prohibited from
displaying a website that would give visitors the impression that they are
viewing the corporate website. A Member may not use "blind" ads on the internet
making product or income claims which are ultimately associated with Company
products or the Company's compensation plan. Any person using Company names,
logos, trademarks, etc. on the internet or any other advertising medium, except
as permitted by Company Policies and Procedures, shall be subject to immediate
discipline, including termination of Member status.
15. VIOLATION OF ADVERTISING POLICIES
Violators of any of the Policies and Procedures relating to advertising or to
the use of the Company's name(s) and logo(s) may be required by the Company, at
the Company's sole option, to correct the violations in whatever manner the
Company deems necessary. Such corrective measures include but are not limited to
disconnection of telephone numbers without benefit of a referral number,
cancellation of advertising, removal of signs, and destruction of noncomplying
literature. The Membership may be terminated, and offending Members shall be
liable for any damages sustained by the Company, as well as any other penalties
imposed through legal action.
N. COMPANY WARRANTIES AND EPRESENTATIONS
1. GENERAL WARRANTIES Global Health Trax warrants that it shall abide by the
doctrines of good faith and fair dealings at all times. When Company approval is
required for any provision, as stated herein, the Company shall not unreasonably
withhold that approval. Global Health Trax warrants that it shall make no
amendments and/or changes to the Agreement that are in bad faith. Global Health
Trax warrants that all involuntary terminations shall have the right of appeal.
The Member shall have the right to appeal the proposed termination, as stated
herein, as well as the right to cure the violation. This does not mean, however,
that the Company relinquishes its right of sole discretion to terminate a
Member.
2. PRODUCT WARRANTY
All Global Health Trax products are warranted upon delivery to conform to the
applicable published specifications and to be free from defects in material and
workmanship under normal use for a period for twelve (12) months from delivery.
Should a product not be as warranted, the Company's obligations shall be at its
option to replace or repair the product without cost to the Member. No warranty
shall extend to any products which have been subject either to misuse,
detrimental exposure, accident (including during shipment), or improper
handling, storage, or modification. The Company makes no other warranties,
express or implied, including but not limited to the implied warranties of
merchantability and fitness for a particular purpose. Except as herein stated,
the Company shall not be liable for any damages or for the breach of any
warranty, express or implied, or for any other obligation or liability on
account of the product covered by the Agreement. The Member waives any right,
extending beyond the foregoing warranty, to make a claim for negligence by the
Company or its suppliers in design, material, workmanship, or otherwise.
3. REPRESENTATIONS MADE BY THE COMPANY
The Member agrees that the Company has made no representations to the Member
with regard to any guaranteed performance or sales of the Company's products or
as to the suitability of the location of the Membership. The Member has been
advised and understands that no estimate or projection of earnings for an
individual Member is possible. It is expressly agreed between the parties that
the results or performance of the Member in operating the Membership are matters
strictly within the total control of the Member. The Member agrees that the
Company has made no representations to the Member with regard to the number of
Members that will be enrolled in Policies & Procedures 17 any particular
downline. The Member understands that the more successful he or she and the
Company become, the more difficult it will be to continue to build a strong
organization. As the organization continues to develop as planned, it becomes
effectively impossible to find new candidates for the lower levels. In addition,
later participants will always have a lesser probability of success than earlier
participants will. For example, if an initial participant had a one-in-ten
chance of recruiting five new Members, then a later participant has a chance
that is less than one-in-ten, a chance decreased precisely by the success of the
first participant and his or her contemporaries. In like manner, because
terminated Members are effectively removed from the pool of potential recruits,
the success of the remaining participants decreases the opportunity for success
of those who subsequently enroll. The Member understands that the longer the
Company has been in business, the more difficult it will be for any particular
Member to find potential recruits. The Member agrees that the Company has made
no representation to the Member with regard to the number of retail customers
that will be available to any particular Member. The Member understands that the
longer the Company has been in business, the more likely it will be that the
market for retail sales of Global Health Trax products will become saturated.
The Member agrees that the Company has made no representation to the Member with
regard to rights of perpetuity for products supplied to the Company by its
product manufacturers. The Member understands that the Company may or may not
have an exclusive and/or time-guaranteed right to specific products.
O. JUDICIAL PROCEDURES The Member Application and Agreement Form, the Policies
and Procedures, and the Compensation Plan are collectively referred to as the
"Agreement." The Member and the Company are collectively referred to as the
"parties." 1. VIOLATIONS Although not an excuse for violation, most violations
of the Policies and Procedures develop from a lack of understanding by the
violating Member. Members observing a Policies and Procedures violation should
point out the violation to the violating Member or bring the violation to the
attention of the Member's upline. Members who observe continued violations after
personal contact should report the violation to the Company in a written report
that is signed by the Member. Anonymous complaints cannot be made the basis for
disciplinary action. Details such as dates of violations, number of occurrences,
date of personal contact, and any evidence must be included in the report. The
Company considers all complaint information confidential. Knowingly making a
false complaint is grounds for termination. Any violation of advertising
policies regarding the use of the Company's name(s) and/or logo(s) must be
reported to the Company directly and immediately. The Company will handle all
violations according to its own procedures including the use of Member network
input. Adequate opportunity will be made available for the accused to respond to
any violation charges.
2. POLICIES AND PROCEDURES INTEGRITY It is the responsibility and obligation of
every Member to and Procedures in order to ensure fairness and equal
compensation opportunities for all Members.
3. WAIVER The failure of the Company to exercise any rights stated in the Member
Application and Agreement Form, the Policies and Procedures, or the Compensation
Plan (the Agreement) or the failure of the Company to insist upon strict
compliance by a Member with any obligation or provision thereunder shall not
constitute a waiver of the Company's right to demand exact compliance therewith.
This is true in all cases, both specifically expressed and implied, unless an
officer of the Company who is authorized to bind the Company in contracts or
agreements specifies in writing that the Company waives a specific provision.
Any such Company waiver of a specific provision granted to an individual Member
shall not extend to future conduct or to any other person or entity. This
provision deals with the concept of "waiver," and the parties agree that the
Company does not waive any of its rights under any circumstances short of the
written confirmation alluded to above.
4. PARTIAL INVALIDITY Should any portion of the Agreement (the Member
Application and Agreement Form, the Policies and Procedures, and the
Compensation Plan) or of any other instruments referred to therein or issued by
the Company be declared invalid by a court of competent jurisdiction, the
balance of the Agreement or such instruments shall remain in full force and
effect. Further, in the place of such invalid or unenforceable provision, there
shall immediately be placed another provision similar in meaning to such invalid
or unenforceable provision that is modified so as to cause it to be valid and
enforceable.
5. INFRINGEMENT The xxxx "Global Health Trax(TM)" and the marks of the Company's
products are registered with the United States Patent and Trademark office. The
Member agrees to use the marks, confidential information, and trade secrets only
in accordance with the terms and conditions of the Agreement and will not
intentionally and/or knowingly do anything to adversely affect or impair the
integrity of the marks. The Member shall promptly notify the Company of any
impairment of or interference with the marks. During the term of the Agreement,
Policies & Procedures 18 Members shall use their best efforts to sustain and
enhance the goodwill and prestige that the marks enjoy with the public. Should a
change in a xxxx become necessary, the Member shall use the revised xxxx, and
the terms and conditions of the Agreement shall apply to the use of the xxxx as
revised, and the Agreement shall otherwise remain in full force and effect. The
Member acknowledges that it has no ownership and title to the marks. It is
understood that the Member, either directly or through any other entity, shall
not acquire and shall not claim adversely to the Company any right, title or
interest in and to the marks, or in combination with any other term or
trademark, or any such copyrights or distinctive features of the labeling used
in connection with the xxxx. The Member acknowledges that each and every use of
the marks by the Member shall at all times inure to the benefit of the Company.
The Member agrees that it shall not use the marks in its corporate or
partnership name, or in its marketing or business trade name, other than to
display that the Member is an authorized Independent Member of the Company's
products. The Company shall indemnify and hold the Member harmless against and
from any suits or judgments arising out of or in connection with the use of the
marks by the Member on the Company's products and services, so long as such use
is consistent with the provisions of the Agreement. The Member shall indemnify
and hold Global Health Trax harmless against and from any claim, demand,
liability, damage, loss, or expense (including but not limited to reasonable
attorney fees) arising or alleged to arise in connection with (i) the operation
of the Member's business, or (ii) any use of the marks by the Member that is
inconsistent with the Agreement.
6. LIMITATION OF LIABILITY The Member and the Company all remedies afforded each
by the Uniform Commercial Code, except as modified herein. If circumstances
occur which may give rise to claims for damages (or the right to any other form
of relief) based on contract, warranty, indemnity (including patent and
trademark indemnity), negligence, or otherwise, the claiming party shall take
all necessary measures to mitigate the damages or loss provided that this can be
done without unreasonable cost or inconvenience. Notwithstanding any other
provision of the Agreement, the total liability of the Company, including its
subcontractors or suppliers, on any and all claims shall not exceed the purchase
price allocable to the product that gives rise to the claim. Except as to the
title, trademark and patent indemnity, any such liability shall terminate upon
the expiration of the warranty period specified herein. In no event shall the
Company, or its subcontractors or suppliers, be liable for any special,
consequential, incidental, indirect, or exemplary damages, including but not
limited to loss of profit or revenues, loss of use of or increased expense of
operation, cost of capital, or claims of the Member's customers due to added
costs or losses, service interruption, or failure of supply. The Member's
exclusive remedies and the Company's sole obligations with respect to delays,
defects or non-conformities in or damage to or resulting from the product shall
be those respectively provided herein. The provisions of this section shall
apply to the full extent permitted by law and regardless of fault and shall
survive either termination or cancellation of the Agreement.
7. DISPUTE RESOLUTION, JURISDICTION, AND VENUE The parties shall be free to
bring all differences of interpretation and disputes arising in connection with
the Agreement to the attention of the other either by mail, telephone, or
personal meeting under friendly and courteous circumstances. However, if during
the term of the Agreement either party shall have reason to believe it has any
claim against the other party in respect to any transaction growing out of the
Agreement, it shall notify the other party in writing within thirty (30) days
after it knows or has reason to know the basis of any such claim. Failure to
give the notice prescribed by this section shall relieve the other party from
all liability of any claim in respect to any transaction growing out of the
Agreement. Any controversy, claim, or breach arising out of or relating to the
Agreement that the parties are unable to resolve to their mutual satisfaction
shall be submitted to binding arbitration under the auspices and rules of the
American Arbitration Association. Each of the parties herein waives its right to
any other forum as well as its right to appeal. This means that the Member and
the Company are irrevocably giving up the right to seek a legal remedy in a
court of law in a trial with a jury, in deference to binding arbitration by the
rules and procedures described herein. Any action for breach of the Agreement
must be commenced action has accrued. In any dispute submitted to arbitration,
the Member and the Company agree to be governed by the laws of the state of
California, and the agreed venue for arbitration shall be San Diego County in
the state of California. Each of the parties shall appoint one arbitrator and
the two so nominated shall in turn choose a third arbitrator. If the arbitrators
chosen by the parties cannot agree on the choice of the third arbitrator within
a period of thirty (30) days after their nomination, then the American
Arbitration Association shall appoint the third arbitrator. The arbitration
shall be conducted in the English language. Relevant documents in other
languages shall be translated into English if the arbitrators so direct. The
parties agree that after either has filed a Notice of Demand for arbitration of
any dispute subject to arbitration under the Agreement, Policies & Procedures 19
they shall, upon request, make discovery and disclosure of all materials
relevant to the subject of the dispute. The arbitrators shall make the final
determination as to any discovery disputes between the parties. Examination of
witnesses by the parties and by the arbitrators shall be permitted. A written
transcript of the hearing shall be made and furnished to the parties. The cost
of this transcript shall be borne equally by the parties. In arriving at their
award, the arbitrators shall make every effort to find a solution to the dispute
in the provisions of the Agreement and shall give full effect to all parts
thereof. The arbitrators shall state the reasons upon which the award is based.
The award of the arbitrators shall be final and binding upon the parties.
Judgment upon the award may be entered in any court having jurisdiction in the
United States and/or the country of the Member's legal situs and/or the Member's
country of operation. An application may be made to any such court for a
judicial acceptance of the award and an order for enforcement. In the event of
default and subsequent action to enforce the terms of the Agreement by mediation
and/or arbitration, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs in addition to any other relief to which it may be
entitled. The provisions of this section shall survive the termination of any
other provisions of the Agreement.
8. ENTIRETY The Member Application and Agreement Form, these Policies and
Procedures, and the Compensation Plan (collectively referred to as the
"Agreement"), and the instruments and documents referred to therein constitute
the entire understanding between the Member and the Company regarding their
business relationship. The Member acknowledges that he/she/it has read and
understands the Agreement, has had an opportunity to have all his/her/its
questions answered, and is basing the decision to become a Member only on the
written representations made in the Agreement. The Member understands that any
other representations, whether oral or written, are void and of no force and
effect in the Agreement. Unless set forth in the Agreement, neither party shall
be liable for any other representations made outside the corners of the
Agreement, and all modifications and amendments thereto must be in writing. The
Member warrants that all agreements and contracts into which the Member enters
with its sub-Members, dealers, sales people, and/or sales representatives, for
sale and/or merchandising of the products, will include the terms of the
Agreement and will not include any terms and provisions that are in conflict
with it, including those as to confidentiality, nondisclosure, non-competition,
and non-infringement.
P. AMENDMENTS 1. PRICE CHANGES The Company shall have the right to change
pricing for products, sales aids, and other items at any time. All prices are
subject to change without notice. 2. RIGHT TO AMEND The Company expressly
reserves the right to amend and/or change in such ways as it deems necessary in
its sole discretion any of the following: these Policies and Procedures; the
Compensation Plan; the Member Application and Agreement Form; and all forms,
instruments, and documents referred to therein. The Company intends to provide
the Member with the benefit of any new technological advances in the Company's
products in a timely manner. The Company expressly reserves the right to amend
and/or change the design, formulation, and/or availability of any product or
part thereof at any time without notice to the Member. If any such amendment or
change is made, the Company may, at its sole discretion, make the change upon
any product shipped thereafter. The Company shall not be obligated to make a
similar change to any product previously shipped, nor shall the Company be
obligated to make a similar change to any other product.
