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Regeneration
USA,
LLC Affiliate
Policies & Procedures,
Website Policies & Procedures,
and Terms &
Conditions
Regeneration
USA,
LLC replicated websites policies & procedures
Regeneration
USA,
LLC encourages Affiliates to utilize the internet to grow their
businesses;
however, extreme discretion must be used when designing and operating
personal
Affiliate websites. It is the responsibility of the
Affiliate to
inform
Regeneration USA, LLC in writing of their own personal website address
and most
importantly the content it will contain before it becomes operational.
Regeneration
USA,
LLC reserves the right to review every
Affiliate website to ensure it
the
website abides by the website policies of Regeneration USA, LLC.
All
Affiliates must abide by the following website policies and
regulations; any
violations will immediately result in your
Affiliate
Agency being
terminated
along with any commissions that may be due as well as civil and
criminal
penalties.
Regeneration
USA,
LLC websites, including design, layout, and various components, such as
logos,
graphics, sounds and images are Copyrighted material and protected by
law. Any
duplication, redistribution or imitation in part or in whole is
strictly
prohibited without the expressed written permission of Regeneration
USA, LLC.
Regeneration
USA, LLC documents, such as press releases, fliers, comparison charts,
etc.,
found on the Regeneration USA, LLC website server is granted, provided
that:
(1)
The following statement clearly appears - I am an Independent
Affiliate for Regeneration
USA, LLC,
(2)
These documents are for informational and non-commercial or personal
use only
and will not be posted, copied or broadcast in whole or in part on any
network
computer or other media, and
(3)
No modifications of any documents are made.
This
permission extends to the use of logos and photography of Regeneration
USA, LLC
products. Permission does NOT extend to the design or layout of any
Regeneration
USA, LLC owned or controlled site, nor to any testimonials or ANY
non-product
photography (including that of
Affiliate).
The use of Regeneration USA, LLC copyrighted material for any purpose other than
the specified uses is strictly prohibited by law.
Affiliates
websites
must clearly state
Affiliate of Regeneration USA, LLC
products.
All
of the rules and regulations regarding product and income claims also
apply to
websites.
Under
no circumstances may an individually designed
Affiliate website be linked to
Regeneration
USA, LLC corporate website. This does not apply top the replicatable
websites that Regeneration USA, LLC provides its Affiliates.
In
no event will Regeneration USA, LLC or its respective suppliers be
liable for
any damages whatsoever resulting from loss of profits in connection
with the
use or performance of products, documents and other tools, including
information
or lack of information available from Regeneration USA, LLC website.
Regeneration
USA,
LLC has the right to request that an
Affiliate shut down their Web
site if
these rules are not followed; failure to do so may result in immediate
termination of that
Affiliate.
Due
to federal regulations, all
Affiliate promoting Regeneration USA,
LLC on
their own websites must register their sites with Regeneration USA, LLC
prior
to use.
Regulators
are moving in the direction of holding both the individual
Affiliate
and the
corporation responsible for the content of website sites. Your
cooperation is
mandatory in our effort to comply with federal regulations.
It
is imperative that all existing
Affiliate websites be registered with
Regeneration
USA, LLC. If you are planning to launch a site, it must be registered
before it
launches. Please complete the following two steps in order to register
your
site.
1.
Review Content: Before registering your site, please eliminate any and
all
health claims stating that Regeneration USA, LLC products are intended
to
treat, cure or prevent any disease or health condition. When reviewing
the
content of your website, ask yourself the following questions: does
this
sentence in any way imply that the product A) treats a disease, B)
prevents a
disease, C) cures a disease, or D) attempts to diagnose a disease? If
the
answer is YES to ANY of those questions, it's a drug claim and the copy
MUST BE
REMOVED! Your website content focus should be on promoting health,
maintaining
health and/or optimizing one's physical condition. If you have any
questions
regarding appropriate content, please contact Regeneration USA, LLC at info@regenerationusa.com
2.
Contact Regeneration USA,
LLC to Register Your Site, please provide your website address to:
info@regenerationusa.com
After
registering your website, please be aware that Regeneration USA, LLC
will be
reviewing all websites periodically and editing for health claims. As
always,
we expect our
Affiliates
to use professionalism when promoting
Regeneration
USA, LLC. All literature and websites should be free of all exaggerated
claims
as well as any type of profanity or vulgarity including text, photos,
and so
forth.
Regeneration
USA,
LLC
CORPORATE LOGO
Logo
Usage
Regeneration
USA,
LLC permits its Affiliates to use the
Regeneration USA,
LLC logo in their promotional efforts. Uses include, but are not
limited to,
business cards and stationery, print advertisements, promotional
flyers,
websites and signage.
INTERNET
MARKETING
Regeneration
USA,
LLC actively encourages our
Affiliates to develop marketing
strategies using
the Internet. The Internet is a powerful marketing tool, especially in
the
field of direct sales, and Regeneration USA, LLC is committed to the
idea of
e-commerce.
There
are many fantastic ways to use the Internet as a marketing tool.
However, there
is one Internet marketing practice which Regeneration USA, LLC does not
allow
our
Affiliates
to use:
"spamming".
What
is "Spamming"?
Spamming
is the sending of unsolicited email to persons with whom the sender has
no
previous relationship.
For
example, sending a large number of identical (and generally not
personally
addressed) messages to a list of email addresses purchased or obtained
from any
source, for the purpose of introducing a product, or a business
opportunity.
This email is known as "spam". In general, the recipient does not
like receiving spam. It is not like getting a catalog in the mail...
for one
reason or another, spam mail irritates people far more, and reflects
negatively
on the sender. Also, it is rarely read, especially by the more
sophisticated
email user, who can quickly differentiate spam from an email message
they might
want to get.
Non-Spamming
Policy
Regeneration
USA,
LLC, does not allow "spamming" as a marketing technique.
This
policy is consistent with the policies of the Direct Selling
Association. In
fact, with the overwhelming passage of The Unsolicited Commercial
Electronic
Mail Act of 2000 in the House of Representatives, it is likely that the
practice of "spamming" will become illegal in the near future. Among
other provisions, this law would give Internet Service Providers the
ability to
issue significant fines against users caught "spamming" (up to $500
per message, with a limit of $50,000). Of course, should this law be
enacted we
would have to comply and impose those fines on the
Affiliates who was
actually doing the "spamming".
Additionally,
Internet Service Providers (ISP's) in general, and Regeneration USA,
LLC ISP in
specific, have clear policies prohibiting both the sending of "spam"
email messages, and the collection of the responses to such email, even
if sent
from another ISP. Regeneration USA,
LLC
Affiliates who might send "spam" referencing the address of
their Regeneration USA, LLC website or the Regeneration USA, LLC
corporate
website, would be in violation of this policy. Such violations could
result in
the immediate closing of the
Affiliates.
Regeneration
USA,
LLC prohibits our
Affiliates from "spamming". Any Regeneration USA,
LLC Affiliate found to be in violation is subject to disciplinary action, which
could include the revocation of their Regeneration USA, LLC website and/or the
termination of their Affiliate relationship with Regeneration USA, LLC.
Privacy
Policy
By
using this site, you agree to the terms of our Privacy Policy.
If you do not agree with this Privacy Policy, please discontinue your
use of
this website. Regeneration USA,
LLC reserves the right to change our Privacy Policy at any time.
Regeneration
USA,
LLC respects your right to privacy and we understand that visitors to
Regenerationusa.net
and Regenerationusa.com need to be in control of their personal
information. Regeneration
USA,
LLC will protect the personal information that you share with us.
If
you make a purchase online, we will use your credit card number only to
process
your payment and will not use it for marketing purposes. All credit
card
transactions are secure, using SSL encryption.
If
you are an
Affiliate, we will use your email address to alert you
about new
features, special offers, updated information, and new services. If we
gather
demographic information, we will not share information about you as an
individual
with any other entity.
Regeneration
USA,
LLC is committed to protecting the privacy and security of our website
visitors
and customers. Information we collect is used solely to improve our
services
and enhance our overall customer experience. Any information you
provide will
never be sold to any third parties or mass marketers.
Cookies
In
order to administer your session, we use "cookies". These cookies
persist only for the lifetime of your session, and cannot be used by us
(or any
other entity) to gather information. Nothing is stored on the "hard
disk" of the computer you use to access Regenerationusa.net or
Regenerationusa.com
This
site contains links to other sites. Regeneration USA,
LLC is not responsible for the
privacy practices of such websites.
Regeneration
USA,
LLC has state-of-the-art security measures in place to protect the
loss, misuse
and alteration of the information under our control.
Website
Changes and
Affiliate Replicated Website Changes:
We may add to, modify, or delete parts of our websites as needed. For
security
purposes, we reserve the right to add to, modify, or delete parts of
Affiliates Replicated Websites as needed. We do not allow
claims to
appear on
any
Affiliate Replicated website and may remove them for
the security
of the
company.
Changes
to Our Policy
Regeneration
USA,
LLC will continue to disclose to you our information usage practices
via this
page.
Legal
Notice
Permission
to use any Documents from this server is granted provided that (1) the
copyright
notice below appears on all copies and that both the copyright notice
and this
permission notice appear; (2) use of such documents is for
informational,
non-commercial or personal use only, and will not be broadcast in any
media;
and (3) no modifications of any Documents are made. Use for any other
purpose
is expressly prohibited by law, and may result in severe civil and/or
criminal
penalties.
This
permission does NOT extend to the design or layout of any Regeneration
USA, LLC
owned, operated, licensed or controlled Web site. Elements of the
Regeneration
USA, LLC website are protected by trademark and other laws, and may not
be
copied or imitated in whole or in part. No logo, graphic, sound or
image from
any Regeneration USA, LLC website may be copied or retransmitted
(including
inclusion into other non- Regeneration USA, LLC controlled sites).
No
Warranties
The
documents and related graphics on this website could include technical
inaccuracies or typographical errors. Changes and additions are
periodically
made to the information and/or visuals herein. Regeneration USA,
LLC and/or
its suppliers may make improvements and/or changes in the product(s)
described
herein at any time.
In
no event shall Regeneration USA, LLC and/or its respective suppliers be
liable
for any special indirect or consequential damages or any damages
whatsoever
resulting from loss of use, data or profits, whether in an action,
arising out
of or in connection with the use or performance of products, documents, provision of or failure to
provide services, or information available from this Web site. No
advice or
information given by Regeneration USA, LLC or their respective
employees shall
create any warranty.
Terms
of Use
By
accessing this site, you are indicating your agreement with and
understanding
of the following Terms of Use pertaining to both this site and any
material on
this site. You have also read and accept the "policies and
procedures." This site is offered to you conditioned on your
acceptance,
without modification, of these terms. We reserve the right to change
these
terms without further notice to you. You should revisit this page on a
regular
basis in order to see any changes we make to these terms. Your
continued use of
this site shall signify your agreement with and understanding of any
additional
or modified terms of use applicable to this site.
Links
to Third Party
Sites
All
links to third party sites found on this Web site will allow you to
leave the Regeneration
USA, LLC website. The linked sites are not related to or under the
control of Regeneration
USA, LLC and Regeneration USA, LLC is not responsible for the contents
of any
linked site or any links contained within a linked site. Regeneration USA,
LLC
provides these links only as a convenience and the inclusion of any
link does
not imply endorsement by Regeneration USA, LLC of any linked site.
Limitation
of Liability
Under no circumstances, including, but not limited to, negligence,
shall the
Company be liable for any special or consequential damages that result
from the
use of, or the inability to use, the materials in this site, even if
the
Company has been advised of the possibility of such damages. In no
event shall
the Company have any liability to you for damages, losses and causes of
action
(whether in contract, tort (including, but not limited to, negligence),
or
otherwise) for accessing this site.
Trademarks
The
Regeneration USA, LLC name and logo and all related product names,
design marks
and slogans are the trademarks, service marks or registered trademarks
of Regeneration
USA, LLC, and all rights are reserved.
Disclaimer
Regeneration
USA,
LLC makes no claims for its nutritional & functional food
products other
than their excellent quality and purity. We do not claim that our
products
"cure" diseases. They are designed to give the body the nutrition it
needs to support long-term healthy aging and well-being.
The
financial success stories we feature are designed to give an idea of
what is
possible with our opportunity. The earning figures will depend upon an
individual's efforts, the area in which they live and the time they
dedicate to
their independent
Affiliates Representatives.
Online
Security
Ordering
from our website is safe; our secure server software encrypts your
credit card
information into bits of code that cannot be read as the information
travels
over the Internet. Each
of our servers
are secured with its own SSL certificate.
Common
Questions and Answers:
Q:
How can I verify that SSL security is operating?
A:
Use the following verification methods below:
Internet
Explorer: Check that the lock icon is displayed on the page that
accepts your
credit card. OR: On
the page that
accepts the credit card, right click.
A
menu will be displayed. Click
on
Properties (at the bottom of the menu) and a page will be displayed. Check that the Connection
field indicates SSL
encryption is enabled.
Netscape:
Check that the lock icon is displayed on the page that accepts your
credit
card. OR: On the page that accepts the credit card, place the cursor in
the
Secured Access Login area of the site and right click.
In the menu click the View Info
option. A
dialogue box will appear to indicate SSL encryption is enabled.
Other
All claims, disputes or disagreements which may arise out of the
interpretation, performance or in any way relating to your use of this
site
shall be submitted exclusively to the jurisdiction of the State or
federal
courts located in New Jersey.
In the event any portion of these Terms of Use is found to be invalid
or
unenforceable for any reason, such invalidity or unenforceability shall
not
affect the enforceability or validity of any other portion of these
Terms of
Use. You agree that your breach of these Terms of Use may result in
irreparable
harm to the Company which cannot be compensated by money damages, and
that the
Company shall be entitled to obtain injunctive relief for any such
breach.
Regeneration
USA, LLC Affiliate
Policies & Procedures:
I.
General
Regeneration
USA
Affiliate “Policies and Procedures” (the
Policies & Procedures"), is a primary legal document, that
along with
the other documents that comprise the "Agreement," as defined below,
sets out the legal and business relationship between Regeneration USA
Affiliates
(known as "Affiliates") and
Regeneration USA, LLC. ("Company")
Affiliates
are responsible for reading, understanding and fully
complying with all of the terms and conditions of the Policies
&
Procedures, and as may be changed, amended or modified (collectively,
"changed" and "changes") from time to time, regardless of
whether the Company provides notice of changes. The Company may make
such
changes to the Policies & Procedures as it deems necessary.
When the
Company makes changes to the Policies and Procedures and posts them on
the
Company website, each
Affiliate is immediately and automatically
bound by
such changes.
Affiliates should familiarize themselves and are
required to
fully comply with all of the current Company Policies &
Procedures. It is
the responsibility of each
Affiliate to frequently read and
understand the
Policies & Procedures to ensure compliance under the most
current version.
Each
Affiliate is responsible for ensuring that his or her Team
Affiliates
read and understand the most current version of the Policies &
Procedures.
The Company requires each and every
Affiliate to all relevant
statutes, laws,
regulations, and ordinances and each provision of this Agreement. The
Company
reserves the right to take any and all actions that are deemed
necessary to
determine and ensure compliance by each
Affiliate with these Policies
&
Procedures.
As
used in the Policies & Procedures, the following terms have
the following meanings:
a.
"Organization":
Affiliates directly under you in
your genealogy. All
Affiliates you sign up or that are enrolled under
you are
considered your organization.
b.
"Company Products": the products offered for
marketing and sale by the Company.
2.
Purpose of Policies & Procedures
These
Policies & Procedures in their present form and as
changed from time to time, is incorporated into, and forms an integral
part of
the agreement between the Company and each
Affiliate. Whenever the
term
"Agreement" is used in these Policies & Procedures, it refers
collectively to the following documents: the
Affiliates
Application,
the Terms
& Conditions, the Policies & Procedures, and the
Compensation
Plan. These documents are incorporated by reference into the Agreement
all in
their current form, as amended from time to time by the Company.
You
hereby acknowledge and agree that your submission to the
Company of an
Affiliate Application, either by facsimile, email,
online, or
through the postal services, or by any other means, shall constitute
conclusive
evidence of your unconditional acceptance of the terms and conditions
of the
Agreement and your agreement to be bound by all of such terms and
conditions.
Each
new version of the Policies & Procedures completely
replaces and extinguishes the prior version. By clicking "I Agree" in
the Terms and Conditions section of the
Affiliate Agreement, or by
placing
any product orders with the Company, or receiving any payment under any
Company
compensation plan, or by using any Company software or web site, you
are
agreeing to be bound by all terms and conditions of each new version of
the
Policies & Procedures while you are a Regeneration USA
Affiliates. All
Affiliates
shall be bound by all of the terms and conditions of the version of the
Policies and Procedures that is posted online at the time of the
termination,
suspension or resignation of the
Affiliate. The voluntary or
involuntary
termination of an
Affiliate with the Company results in the automatic
and
immediate termination of this Agreement, and the termination of this
Agreement
results in the automatic and immediate termination of
Affiliates
Account.
A.
Ethics Compliance and Applicable
Laws
The
Company requires its
Affiliates to conduct themselves with the
highest ethics and integrity. If a question arises regarding the
propriety of an
Affiliates current or past conduct, which conduct might reflect
negatively on
the Company or present a potential danger to other
Affiliates or the
Company,
the Company shall be notified immediately so that appropriate action in
the
sole discretion of the Company may be taken up to and including
termination.
Each
Affiliate shall abide by all federal, state, county and
local laws, regulations and ordinances and shall conduct the Company
business
with the utmost integrity and honesty. The making of false or
misleading
statements regarding the Company, or its products, services, employees,
or
officers or regarding other
Affiliates shall be grounds for immediate
termination by the Company of the relationship between the Company and
the
Affiliate.
Affiliates and the Company shall be entitled to all remedies
available to it in law and in equity available to it from the breach by
an
Affiliate
of this condition.
B.
Changes to the Application, Terms
Conditions, and Policies & Procedures
Because
federal, state, international, and local laws, as well as
the business environment, periodically change, the Company reserves the
right,
in its sole and absolute discretion, to change the Agreement from time
to time.
All changes to the Agreement shall be deemed effective as of the moment
of the
posting of the changed version on the Company website. Notification of
changes
may be posted on the Company web site http://www.regenerationusa.net
for
immediate access by all
Affiliates and prospective
Affiliates. The
Company,
however, is not obligated to notify
Affiliates of any such changes or
the
postings thereof, and therefore each change shall be effective when
posted even
if the Company does not notify you of the change. You acknowledge and
agree to
the Company's right to change the Agreement, acknowledge your
responsibility to
regularly and carefully monitor the Agreement as posted on the Company
website,
and agree to be bound by all changes to the Agreement.
Continued
activity in the Company by a
Affiliate after the
Company has posted any change or notice of change, or the acceptance of
any
compensation under any Company Program, including bonuses or
commissions, or by
using any Company software or web site, also constitutes actual notice
and
acceptance of any and all changes.
C.
Delays
The
Company shall not be responsible for any delays or failures in
performance of its duties under the Agreement caused directly or
indirectly by
circumstances beyond the reasonable control of the Company, such as but
not
limited to, third party delays (such as delays by product manufacturers
in
making or delivering product), product recalls, transportation or other
shipping or delivery delays, strikes, labor unrest, civil disturbance,
war,
fire, floods, death, natural disasters, computer errors or failure, the
negligence or intentional acts of persons not within the Company's
control,
curtailment of source of supply or company's inability to obtain raw
materials,
product or packaging, and governmental decrees or orders. You
acknowledge and
agree that the Company accordingly does not guarantee and shall have no
liability of any kind for any delays in shipping or delivering products
or
making compensation payments, commencing new marketing programs, giving
approvals,
or completing any other performance. You hereby waive all rights to
commence or
maintain any legal action against the Company for any delays in regard
to the
Company's business, regardless of duration or cause of such delays, and
despite
whatever economic losses or damages to you or other
Affiliates as a
result
from such delays.
D.
Provisions Severable
If
any provision of the Agreement, in its current form or as it
may be changed, is found to be invalid, or unenforceable for any
reason, only
the invalid portion(s) of the provision shall be severed and the
remaining
terms and provisions shall remain in full force and effect and shall be
construed as if such invalid, or unenforceable provision never
comprised a part
of the Agreement. A court of competent jurisdiction shall have the
right and
authority to strike any such invalid portion and to construe and
enforce the
remaining provisions.
E.
Company Ownership of Organization,
Genealogy and Customer Information
All
Affiliates acknowledge Company's sole and exclusive
ownership of all of the identities, addresses, telephone numbers, email
addresses and all other contact and personal information of all
Affiliates
and customers in all Organizations (collectively, "Organization
Information"), and that all such Organization Information is
proprietary
and confidential to the Company. Each
Affiliate waives his or her
right to
use any Organization Information for contacting
Affiliate or
customers for any
purpose other than approved Regeneration USA, LLC business. The sole
exceptions
to the foregoing is that a
Affiliate has the right to contact any
Affiliate
or customer that was identified to Regeneration USA, LLC in the initial
application by a
Affiliate as being a "pre-existing personal
contact" of that
Affiliate prior to his or her joining Regeneration
USA
or, in the case of
Affiliates who have submitted an Application prior
to the
effective date of this version of the Policies & Procedures can
prove that
any such person was a friend, family member or prior customer of that
Affiliate
(collectively, a "Pre-existing Contact").
F.
Limited Use of Organization
Information by Affiliate
("Organization" Genealogy); Prohibition of Use on Termination,
Resignation or Suspension
Affiliates have no rights of any kind in any Organization
Information except as provided in this Agreement. Specifically,
Affiliates
are only granted a limited, non-exclusive, revocable license and
permission to
use the Company's proprietary Organization Information solely during
the
duration of their business relationship with Company and only for
Company-related business. This limited license and permission
terminates
immediately with the voluntary or involuntary termination of a
Affiliates or
upon suspension of that
Affiliate. A Regeneration USA
Affiliate
does not
have the right to make copies of any pages of any online "office"
made available by the Company to the
Affiliate. In no event may any
terminated
Affiliate (whether voluntarily or involuntarily
terminated) or any
customer have or take possession or custody of, or use for any purpose
any
Organization Information. Under no circumstances shall an
Affiliate
have a
right to contact any Regeneration USA
Affiliate ve to recruit, register
or join
in any competitive company marketing or direct selling company
following
the voluntary or involuntary termination of the
Affiliate from the
Company.
You hereby acknowledge that your engaging in any of the unauthorized
activities
described in this subparagraph shall cause damage and immediate
irreparable
harm to the Company. You agree that such a violation shall entitle the
company
to be awarded injunctive relief against such activity. All of the terms
and
conditions of this subparagraph shall survive the termination of this
Agreement
for any reason.
G.
Prohibition Against Soliciting Affiliates
and Customers.
Affiliates are prohibited from soliciting or communicating with
any other
Affiliate
or customer of Regeneration USA products for any commercial purpose that may or
does compete with Regeneration USA for a period of six months following the
involuntary or voluntary termination of their
Affiliate Agency, unless such person(s) contacted were "Pre-existing
contacts" as defined in this Agreement. Further, Regeneration USA
Affiliates
are expressly prohibited from contacting any Organization
Affiliates
for
purposes of soliciting them to buy or sell other companies' products or
services or to recruit for or to notify them about participation in any
other
business or marketing program for a business that is competitive with
Company,
and regardless of the type of product or service offered. You hereby
acknowledge and agree that any violation by you of any of these
prohibitions
shall be deemed, inter alia, intentional trade
secret misappropriation
and conversion, and unfair competition with the Company as well as an
intentional tortuous interference with the Company's business
relationships
with its
Affiliates and customers. You agree that any such violation
shall
entitle the Company to be awarded immediate injunctive relief against
such
unlawful activity, without the necessity of the Company's having to
post a
bond, in federal or state court, and to obtain all other available
legal and
equitable remedies. You hereby acknowledge that your engaging in any of
the
unauthorized activities described in this subparagraph shall cause
damage and
immediate irreparable harm to the Company. All of the terms and
conditions of
this subparagraph shall survive the termination of this Agreement for
any
reason.
H.
Prohibition Against Reverse
Engineering of Company Products
Affiliates acknowledge and agree that the recipes and
formulations of Company Products are valuable trade secrets of the
Company.
Accordingly, you acknowledge and agree that you shall not reverse
engineer,
directly or indirectly, any Company product. You also hereby
acknowledge that
your engaging in any of unauthorized activities described in this
subparagraph
shall cause damage and immediate irreparable harm to the Company. All
of the
terms and conditions of this subparagraph shall survive the termination
of this
Agreement for any reason.
I.
Limited Use "License" Of Regeneration
USA Genealogy
Software and Other Company Materials
The
Company's software programs, all genealogy and other reports,
all Company website content and software, and all Company marketing,
promotional and other business-related materials, in whatever media or
form,
and any and all other materials that are "original works of
authorship" as defined under US and international copyright laws now or
later in existence, are all protected by Copyright and other laws
throughout
the world ("Company Materials").
Affiliates have no rights of any
kind in such Company Materials except as permitted under this
Agreement, namely
the limited, non-exclusive, revocable license and permission to use
such
Company Materials for Company-related business during the time the
Affiliate
is an authorized
Affiliate. The foregoing license and permission
terminates
immediately upon the voluntary or involuntary termination of this
Agreement for
any reason. No
Affiliate can use the Company electronic back offices
or
other software unless he or she has first registered with the Company
to use
and access such software. All information contained or entered into the
Company's software or hosted system, including into any back-office,
shall
become the sole and exclusive property of Company, including all
Organization
Information. You acknowledge and agree that all Company Materials are
the sole
and exclusive property of the Company. You shall use your best efforts
to
protect and keep confidential any and all Organization Information and
other
Company proprietary information and trade secrets used by you, and your
employees, and/or support agents and your Organization
Affiliates.
You agree
that all of the terms and conditions of this subparagraph shall survive
the
termination of this Agreement for any reason.
J.
Prohibition on Using Company Email
System, etc.
Affiliates shall not use the Company's email system,
back-office, or any other company system, software, or communication
process or
system to promote the products or services of any other company or to
solicit
other
Affiliates to sell or market any other company's products or
services
to join another company's compensation program or for any other purpose
not
expressly authorized by the Company. You agree to the foregoing
prohibition.
You further agree that any violation of any of the foregoing terms and
conditions shall entitle the Company to be awarded immediate injunctive
relief
against such unlawful activity, without the necessity of the Company's
having
to post a bond, in federal or state court, and to obtain all other
available
legal and equitable remedies. You hereby acknowledge and agree that
your
engaging in any of the unauthorized activities described in this
subparagraph
shall cause damage and immediate irreparable harm to the Company. All
of the
terms and conditions of this subparagraph shall survive the termination
of this
Agreement for any reason.
3.
Confidential Information/Non-Disclosure
The
Company will supply limited and proprietary data processing
and reporting information to
Affiliates regarding sales
occurring in
their
personal Organization only. The
Affiliate
agrees that all
such
information,
including all Organization Information and all Company Materials
identified as
being "confidential," is proprietary and confidential to the Company,
and it is transmitted to the
Affiliate in confidence, for
the sole
purpose
of assisting the Affiliates in building his or her
Regeneration USA
business.
("Company Confidential Information"). You acknowledge that the use of
the term "your business" or similar terminology is a term of art and
does not result in the granting to you of any rights in any Company
Materials,
Organization Information or any other Company property. You agree that
you
shall not disclose any Company Confidential Information, whether or not
received initially from the Company, to any other person, firm, entity,
or
corporation, or use any Company Confidential Information for any
unapproved
purpose.
Affiliates retain no right to possess or use any
such
Company
Confidential Information for any reason following the termination of
this
Agreement for any reason. Genealogy reports, Organization Information,
Company
Confidential Information and/or mailing labels are released to the
Affiliates
only for supporting their Regeneration USA business during their active
Affiliates.
Affiliates
agree to destroy all materials containing Company Confidential Information in
their possession, custody or control, including all Organization Information
immediately following termination of their
Affiliates Agency. You hereby agree to the terms of
confidentiality in
these
Policies & Procedures, and agree to fully comply with your
ethical
obligations, which include respecting the wishes of Organization
leaders with
respect to communications with their individual Organization members.
Any Affiliate(s)
found to be in violation of these rules is subject to suspension and
termination. Any violation of any of the foregoing terms and conditions
shall
entitle the Company to be awarded immediate injunctive relief against
such
unlawful activity, without any necessity of the Company's posting a
bond, in
federal or state court, in addition to all other legal and equitable
remedies.
Each Affiliate(s) hereby acknowledges that his or her
engaging in any of
unauthorized activities described in this subparagraph shall cause
damage and
immediate irreparable harm to the Company. All of the terms and
conditions of
this subparagraph shall survive the termination of this Agreement for
any
reason.
4.
Ethical Guidelines
As
a Affiliate(s) of Regeneration USA, you agree to conduct
business according to the following ethical guidelines:
a.
I will honor the Company Affiliate(s) guarantee with all of my
customers.
b.
I will be fair and honest in all my transactions as a Company Affiliate(s),
and will earn my bonuses and/or commissions while adhering to ethical
practices
which include, but, are not limited to:
i.
Customer/Affiliate(s) product orders will be placed on the
account designated for that Customer/Affiliate(s) only;
ii.
New Affiliate(s) will be fully educated by their Support Agent on the rules
governing Affiliate(s), including the Policies and
Procedures/Terms and Conditions, and how they apply to Affiliate(s); and
iii.
Affiliate(s) applications will contain accurate information
regarding the New Affiliate(s), including a valid Tax ID Number, phone
number,
and E-Mail address.
iv.
Affiliate(s) will not engage in selling product to other
active Affiliate(s) at wholesale or retail pricing.
c.
I will make NO representations or statements regarding the
nature or efficacy for any of the Company Products if such statements
are not
contained in official Company literature. This includes non compliant
claims
that the product "cures, treats, prevents or is used to diagnose any
diseases."
d.
I will not make specific or potential income claims,
representations, or projections.
e.
I will emphasize that the financial success of the Company Affiliate(s)
depends upon that Affiliate(s)’ individual effort, dedication, and the
training
and the supervision that a Affiliate(s) provides to his or her
Organization.
f.
I will be polite and respectful to everyone I contact regarding
my business and the Company products, as to enhance the positive
reputation of
the Company.
g.
I will become familiar with, and abide by, the Agreement, as
well as all relevant local, state, provincial and federal statutes,
rules and
regulations.
h.
I will fulfill my leadership duties as a Affiliate(s), including
training and supporting the Affiliate(s) in my Organization.
i.
I have had NO prior charges of conduct involving moral
turpitude lodged against me. In the event that an alleged violation of
any of
these guidelines by you is brought to the attention of the Company and
is
confirmed, disciplinary action may include, but, is not limited to
suspension
and/or subsequent termination.
5.
Indemnity Agreement
Affiliate(s) shall safeguard and promote the positive reputation
of the Company and its products, and shall refrain from any conduct
that might
be harmful to such reputations throughout the entire duration of their
relationship with the Company. Affiliate(s) shall avoid all
discourteous,
deceptive, misleading, unethical, and immoral conduct or practices
while in
association with the Company and its products. Affiliate(s) found to be engaged
in such practices will be subject to disciplinary action, including termination
of their Affiliate(s)hip, and shall be liable for any and all resulting
damage
to the Company. You agree to hold harmless and indemnify the Company
for any
claims, damages, or liabilities arising out of the Affiliate(s)'
business
practices, representations, advertising, or actions that create any
liability
for the Company, whether civil or criminal, including regulatory or
government
fines or penalties.
6.
Affiliate(s) Eligibility Requirements
A.
Minimum Age Requirement
All
Company Affiliate(s) must be of the legal age of majority in
their state or province of residence.
B.
Tax Identification Numbers
All
Affiliate(s) applying as individuals are required to submit,
for tax reporting purposes, their Social Security Number (SSN). If a Affiliate(s)
is applying as a business, the Federal Tax Identification Number must
be used.
If a Affiliate(s) does not supply the proper tax reporting information,
his/her
commission and bonus checks will not be paid. All year end Form 1099s
and T-4s
will be issued in the name of the Affiliate(s). If the Affiliate(s)
prefers
that the Form be issued in an entity name, the Affiliate(s) must
provide the
Company corporate office with the appropriate legal documentation to
support
the existence and good standing of the entity and the Affiliate(s)'
affiliation
with the entity.
C. Double Affiliate(s) Registered
Affiliate(s) are allowed to have only one Affiliate per Tax ID or per Social
Security Number. This applies whether the Affiliate(s) is held as an individual,
partnership, or corporation. The Company reserves the right to terminate both
Affiliate(s) if the prohibition against double Affiliate(s) is violated.
1.Family Sponsored Affiliates
Affiliates who sign up Affiliates within their
family for the purpose of placing those affiliates on 1st level, then 2nd level,
and so on may be considered attempting to draw potential commissions away from
their sponsor. These cases are reviewed periodically to ensure compliance
with the overall affiliate program. Regeneration USA, LLC reserves the
right to modify such family affiliate registrations at any time.
D.
Partnerships, Corporations and
Trusts
If
an applicant prefers to apply as a corporation or partnership,
the Company must receive a copy of the articles of incorporation or
partnership
agreement, including the FED ID # or SSN and a signed Application and
Agreement
for each partner, shareholder, director, and/or officer involved in the
corporation or partnership. The corporation or partnership must
disclose all
general and limited partners, directors, officers, and/or shareholders.
A
partner in any such entity cannot have an interest in any Organization
other
than the Organization of the applying corporation or partnership. All
such
legal documentation must be included with the original Application and
Agreement. The Company in its sole discretion may request additional
supporting
documentation. The Application and Agreement will not be processed
without the
submission of all required documentation. Each partner, director,
shareholder,
or officer of an applicant entity must agree to be personally bound by
the
Agreement in its entirety.
E.
Company Contact
The
Company shall have the absolute right to contact Affiliate(s) via email,
facsimiles, postal mailings, or telephone relating to Company business. Each
Affiliate(s) agrees to accept all such contacts by the Company. You acknowledge
your agreement to accept all Company contacts during the duration of your
Regeneration USA Affiliate(s) and waive your right to refuse any such contacts
or to interfere with or challenge the making of such contacts with any member of
your organization. You also waive your right to interfere with or challenge any
such contacts with you if you have voluntarily terminated your Affiliate(s) without notifying the Company of your
termination.
G.
Appointment Related Businesses
Regeneration
USA
allows Affiliate(s) to place Regeneration products in appointment
related
businesses such as:
i.
Clinics
ii.
Doctor's Offices
iii.
Gyms
iv.
Hair Salons
v.
Independent Health Food Stores
H.
Independent Health Food Stores
In
addition, to appointment related, Regeneration USA allows Affiliate(s)
to place Regeneration USA products in independent "mom and pop" type
Health Food stores for the retail sale and marketing of those products.
Regeneration
USA
reserves the right to prohibit placement of those products in any
retail
setting that is not compatible with Regeneration USA ideals,
compatibility with
products or marketing objectives. Regeneration USA believes the retail
placement and sale of its products in independent "mom and pop" type
Health Food stores will allow for increased exposure to Regeneration
USA products
while still preserving the individual one to one presentation of the
benefits
of those products to consumers.
7. Changes in Affiliate(s) Status
A.
Marriage
As an exception to Double Affiliate(s), Section VII (D), if
two (2) existing Affiliate(s) marry, they may maintain their existing
Affiliate(s).
B.
Death
Upon
the death of a Affiliate(s), the rights and responsibilities of that
Affiliate(s) are passed on to the rightful heir. To affect the transfer of the
Affiliate(s), upon the death of a Affiliate(s), the
successor
must provide the following to the Company:
i.
A certified copy of the original death certificate;
ii.
A certified copy of the court order or other instrument
legally establishing the successor's right as the heir; and,
iii.
A completed and executed Agreement and Affiliate(s)
Application signed by the successor.
C.
Divorce
Upon the divorce of a married couple sharing a Affiliate(s), a certified copy of
the divorce decree must be provided to the Company Corporate office. The Company
must be notified as to which party will assume ownership of the Affiliate(s) as
determined by a court of competent jurisdiction or by settlement. Under no
circumstances will the Organization of divorcing spouses be divided. Similarly,
under no circumstances will the Company split commissions and bonuses between
divorcing/divorced spouses. The Company will recognize only one Affiliate(s) and
will pay out only one commission transaction per Affiliate(s) per commission
cycle. Commissions shall always be issued to the same individual. In the event
that parties to a divorce are unable to resolve a dispute over the disposition
of commissions and ownership of the Company business in a reasonable amount of
time, as determined by the Company, the Affiliate(s) will be terminated.
i.
If a former spouse has completely relinquished all rights in
the original Company business, he or she is thereafter free to become a
Affiliate(s)
under any Sponsor of his or her choosing. In such case the party
relinquishing
an interest may reapply, as required by the Policies &
Procedures, as a new Affiliate(s) and shall have no rights with respect to compensation or
any other
benefit relating to any Affiliate(s) of the original Compensation
Organization.
D.
Dissolution of Corporations or
Partnerships
Upon the dissolution of a corporate Affiliate(s) or a Affiliate(s) that is a
partnership, the ownership of that Affiliate(s)
will be transferred pursuant to the dissolution agreement among the
shareholders or partners or upon receipt by the Company of an Order
issued by a
court of competent jurisdiction that directs how such ownership is to
be
allocated.
E.
Sales or Transfers Prohibited
A Affiliate(s) may not sell, assign, or otherwise delegate or transfer his or
her Affiliate(s) or any Organization Information or
other
Company Confidential Information, or any Company Materials, or any
Sponsor
duties or responsibilities, or any other duties, obligations or
performances
under this Agreement, Any attempted transfer or delegation in violation
of this
provision shall be null and void.
F.
Affiliate(s) Information Changes
Affiliate(s) are responsible for keeping all of his/her own
personal information on his/her account current, including, but not
limited to,
residential and business address, name, phone, email address, and fax
number. Affiliate(s)
are required to log into their Back-Office and make the necessary
changes to
their Affiliate(s) information.
8.
Affiliate(s) Information and Responsibilities
A.
Tax Reporting
US
RESIDENTS ONLY: The
Company will calculate, collect and report applicable sales tax on
behalf of Affiliate(s)
based on the suggested retail price and according to applicable tax
rates in
the taxing jurisdiction to which the products are shipped. In the event
a Affiliate(s)
indicates to the Company at the time an order is placed that the Affiliate(s)
is purchasing products for his/her own use, the Company will calculate,
collect
and report applicable use tax amounts based on the discounted price the
Affiliate(s)
actually pays for such products. In the event a Affiliate(s) has
submitted, and
the Company has accepted, a current Sales Tax Exemption Certificate,
sales tax
will not be added to the invoice and the responsibility of collecting
and
remitting sales taxes to the appropriate authorities will be the
responsibility
of the Affiliate(s). There will be no retroactive exemptions if the
proper forms
are not received before any orders are placed. This Sales Tax Exemption
Certificate must be sent in directly to the Company Corporate Office.
Should a Affiliate(s)
disagree with the Company's determination of taxes owed he/she must
provide
written notification of such dispute within thirty (30) days following
receipt
by the Affiliate(s) of the determination giving rise to the dispute.
Such notice
must be sent to the Company by certified mail, return receipt
requested. The
failure to follow this procedure shall result in a waiver of any right
to
dispute the determination. In no event shall the Company be liable for
any
mistake relating to the determination of sales tax, other than paying,
if
applicable, any additional taxes owed top the proper authority or
crediting to
the Affiliate(s) any amount that should not have been paid as taxes.
B.
Affiliate(s) Renewals
Affiliate(s)
for the first year is free. After your first year, your Affiliate(s) may be
renewed for a term of one (1) year for a fee of $30. This pays for hosting fees,
auto-responders, personalized web sites ACH Direct Deposit fees. It also renews
your Affiliate(s) to the
Regeneration
USA back office. The Membership will expire if not renewed annually on
or
before the annual anniversary date of the Affiliate(s) date of sign up. Each
Affiliate(s) must complete the renewal process not more than thirty (30)
calendar days prior to their annual renewal date. A Affiliate(s) may renew by
logging into his or her " Regeneration USA " back office and selecting the
renewal option or by calling Affiliate(s) Services. The renewal fee must be paid
at the time of renewal by submitting payment through an acceptable form of
bankcard. A Affiliate(s) who fails to renew by his or her registration date will
be deemed for all purposes to have voluntarily terminated his/her Company
Affiliate(s).
Termination
will result in the immediate and automatic loss of all
rights under this Agreement, including the loss of all rights of the
Support
Agent to receive any compensation or bonuses of any kind, including any
payouts
or other accrued compensation or bonuses, or to contact any member of
his/her
Organization. The Organization of the terminating Affiliate(s) will be
transferred to his or her Support Agent or otherwise as is decided upon
by the
Company in its sole discretion.
C.
Affiliate(s)/Contractors
All
Company Affiliate(s) are independent contractors. They are not
employees of the Company, partners, or agents of the Company, nor are
they
purchasers of a franchise or a business opportunity. The Agreement
between the
Company and its Affiliate(s) does not create an employer/employee relationship,
agency, partnership, or joint venture, nor does this Affiliate(s)
Agreement,
in any way, make the Company responsible for expenses incurred in the
operation
of that Affiliate(s) business. Affiliate(s) shall not be treated as
employees
for services or for tax purposes. The Affiliate(s) agrees to indemnify
and hold
harmless, the Company, from any and all liability including civil
penalties,
refunds, judgments, attorneys fees', court costs, or lost business
incurred as
a result of a Affiliate(s)' unauthorized representations. No Affiliate(s) has
the authority (express or implied), to bind the Company to any
obligation. Affiliate(s)
determine their own business hours and methods of marketing and sale,
providing
their business practices are in strict compliance with the Company
Policies
& Procedures. It is the Affiliate(s)' responsibility to
understand and
abide by the applicable laws governing business transactions in their
country,
state and province of domicile.
D. Representations Made by Affiliate(s)
Each
Affiliate(s) will honestly and fairly represent the Company
and its products and programs in all Company related activities,
including the
marketing and sale of Company Products and the solicitation of
customers and
new Affiliate(s). Affiliate(s) are prohibited from misstating or
omitting any
significant material facts about the Company, or Company Products or
programs.
Affiliate(s) shall make it clear that the Company programs are
based upon the retail sales of the Company Products, and that an
individual
will not be successful by enrolling others without an emphasis on
retail sales.
All Affiliate(s) should emphasize that each Affiliate(s) operates as an
independent contractor, and like any other independent business, each
Affiliate(s)'
success or failure depends on that Affiliate(s)' personal efforts. The
Company
does not guarantee its independent Affiliate(s) any particular income,
profit,
or success. Affiliate(s) are not permitted to make any false or
misleading
claims or statements about the Company or any Company Products or
programs, or
any Company employees or other Affiliate(s). Any Affiliate(s) who violate any of
the foregoing prohibitions shall be fully and solely liable for any damages,
fines, penalties or other civil or criminal consequences of such actions, and
shall indemnify and hold harmless the Company from any and all claims,
investigations, damages, fines, penalties or other monetary consequences arising
from such violations. Further, you agree that any violation of the prohibitions
in this paragraph can result in the termination or suspension of your
Affiliate(s) in addition to any and all other remedies
available to the
Company for your violation.
E.
Income Claims
Each
Affiliate(s) hereby acknowledges with respect to income
potential or experience, whether actual or hypothetical, that Affiliate(s)
shall not make any promise, guarantee, example, projection, or
reference of any
kind or any manner to any prospective Affiliate(s) in connection with
participation in the Company Program. Further, each prospective Affiliate(s)
hereby acknowledges that no one has made any promise, guaranty,
example,
projection, or reference of any kind or manner to the prospective Affiliate(s)
with respect to the income potential or participation in the Company
Program or
that any individual or Entity will derive any specific income or profit
as a Affiliate(s).
In
their enthusiasm to enroll prospective Affiliate(s), Affiliate(s)
may be tempted to make income claims, earnings representations,
projections, or
estimates. This is counterproductive because new Affiliate(s) may
become
disappointed very quickly if their results are not as extensive or as
rapid as
the results achieved by others. Moreover, the U.S. Federal Trade
Commission and
several states have laws or regulations that regulate or even prohibit
certain
types of income claims and testimonials. Although Affiliate(s) may
believe it
beneficial to provide copies of checks, or to disclose their earnings
or the
earnings of others, such acts have legal consequences that can
negatively
impact the Company as well as the Affiliate(s) making the claim, unless
appropriate disclosures are made, as required by law, contemporaneously
with
the income claim or earnings representation. Because Affiliate(s) do
not have
the data necessary to comply with the legal requirements for making
income
claims, a Affiliate(s), when presenting or discussing the Company
Program with a
prospective Affiliate(s), shall neither make income projections nor
income
claims of any kind or manner, nor disclose his or her Company income
(including, but not limited to, the showing of checks, copies of
checks, or
bank statements), or otherwise refer to income potential of the Company
business.
Accordingly,
the making of income claims, examples, projections,
or other references to income potential to a prospective Affiliate(s) may, in
the sole and absolute discretion of the Company, result in termination of the
Affiliate(s) of the violating Affiliate(s). Such termination will
result in
the full forfeiture of any commissions, bonuses, or other compensation
or
benefits, including payouts, otherwise payable or owed to the violating
Affiliate(s),
as well as all other consequences of termination.
F.
Prohibition against
Transferring/Shipping Regeneration
USA Products
outside of the United States to other countries
Regeneration
USA Affiliate(s) are prohibited from shipping or
transferring (mailing) Regeneration USA Products outside the The United
States as it may violate the laws of other countries. This prohibition applies to Regeneration USA
Affiliate(s)
either shipping or mailing product outside of the United States.
The legal reasons for this prohibition are that Regeneration USA
Product labels
and promotional materials are different in the United States from
those around the World and are substantively different in regard to
product
claims, product designations, product labels based on the different
treatment
of Regeneration USA products in the US and the World.
G.
Disciplinary Actions
As
a Company Affiliate, you may be disciplined or terminated by
the Company immediately if you violate any of the prohibitions set out
in these
Policies & Procedures. Grounds for such termination or other
disciplinary
action include, but are not limited to:
i.
Misrepresenting the potential earnings or income or other benefits that can be
derived from a Company Affiliate(s);
ii. Misrepresenting the volume of sales a person actually made or can
potentially make through a Affiliate(s)
iii.
Selling or marketing the Company to others or making false or
misleading claims about the Company or any of Company Products;
iv.
Engaging in any activity prohibited under this Agreement;
v.
Asserting a claim to any Company property, including any claim
of ownership in any Company Materials, Organization Information,
Company
Confidential Information or other Company intellectual property;
vi.
Violating any of the terms or conditions of this Agreement.
vii.
Distributing or otherwise making representations of any kind,
whether verbal or written, that imply, directly or indirectly, that
employment
with the Company is available;
viii.
Making any false or misleading representation or omission of
material fact in connection with the advertising, promoting, sale, or
distribution of Company Products or in soliciting new Affiliate(s);
ix. Failing to instruct all persons who are selling or marketing the Company
Affiliate(s) or products to others, to submit to the
Company
for prior approval, copies of all advertising that they plan to publish
in
newspapers or other media to recruit others into joining the Company;
x.
Making any disparaging statements or comments regarding the
Company, its products, product ingredients, management, officers, or
employees.
Disparaging comments are comments or statements that place the Company
or its
products, employees, officers, directors or Affiliate(s) in a negative
light.
xi.
Attempting to sell or selling any product samples you received
from Regeneration USA to prospective, current Affiliate(s) or retail customers
is prohibited and subject to immediate termination of your Affiliate(s)/master
Affiliate(s).
Termination
based on any of the foregoing grounds or for any
reason whatsoever results in the forfeiture of all compensation,
bonuses, or
other benefits otherwise owed to or accrued by the terminated Affiliate(s), and
his/her waiver of any right to claim any such compensation, bonus or
other
benefit, and requires the immediate return to the Company of all
commissions
earned after the date of the first violation. The foregoing shall be in
addition to any and all other consequences of termination,
9.
Professional Courtesy
Professional
courtesy dictates that the prospective Affiliate(s)
will be sponsored by the first Affiliate(s) who presented him or her
with the
complete Company business opportunity. If more than one Affiliate(s)
claims to
be the rightful sponsor, the Company shall honor the original
Application and
Agreement first received by the Company Corporate office.
Affiliate(s) are NOT PERMITTED OR ALLOWED TO CHANGE THEIR ORIGINAL SPONSOR IN
THEIR GENEALOGY FOR ANY REASON WHATSOEVER while maintaining the same
Affiliate(s).
A.
Non-competition with the Company;
Company Right to Change Business Model
The
Company and its Affiliate(s) share a competitive business
interest in maintaining the integrity of Company sales organizations,
which was
developed exclusively for the purpose of distributing products offered
or
marketed by the Company and compensating Affiliate(s) for marketing and
selling
Company Products . Accordingly, you agree not to compete directly or
indirectly
with the business of the Company or violate any confidentiality
provisions of
this Agreement in order to carry on a trade, business or profession
that competes
with the Company or to serve customers or clients of Company during a
one year
period following the voluntary or involuntary termination of that Affiliate.
You
also agree not to solicit any person whom you know or should
have known is a Affiliate(s) of the Company to sell non-Company
Products of any
nature, or attempt to build or establish a business that would cause a
detrimental effect or be at the expense of, or compete with other
Company Affiliate(s),
their Company Organization, or the Company. You acknowledge that
violation of
any portion of this provision will cause significant and irreparable
harm to
active Affiliate(s) and the Company, warranting an award of injunctive
relief,
including a temporary restraining order and/or a preliminary
injunction,
specific performance and damages including costs, attorneys' fees and
disgorgement of all profits made as a result of such unauthorized
activity. All Affiliate(s) obligations under this provision shall survive and remain
enforceable following the termination of that Affiliate(s)' Affiliate(s).
Notwithstanding the foregoing, the Company shall have the exclusive
right to
offer new business opportunities to all Affiliate(s) and to modify its
business
model. Company may engage in any direct advertising of its products and
does
not represent that it only markets and sells its products through Affiliate(s).
B.
Prohibition Against Selling Products
in Other Countries
The
Company hereby grants the Affiliate(s) a nonexclusive right
based upon the terms and conditions contained in the Agreement to
purchase
inventory and to promote the Company Products only in the countries in
which
the Company operates and in which the Affiliate(s) is authorized to
work. At
this time, Affiliate(s) are only allowed to enroll new Affiliate(s) in
the United
States. Regeneration
USA
may open up its
production and business to Canada
and other countries. Until that time, the Company does not authorize the
enrolling of any new Affiliate(s) in any other country except the United States of
America.
A Affiliate(s) is not authorized to sell the Company Products in a
country in
which the Company is not authorized to do business. Affiliate(s) cannot
sell or
ship the Company Products to any countries other than the United States.
Any sale or shipment to other countries shall constitute an
unauthorized sale
under the terms of this clause subjecting the responsible Affiliate(s) to
immediate termination of his or her Company Affiliate(s).
C.
Lead Generation Programs
The
Company from time to time may operate a program that offers
its Affiliate(s) the opportunity to purchase "qualified customer
leads" at a nominal cost. The Company may generate these leads through
a
regional and/or national lead generation program intended to expand
potential
consumer awareness of the Company or its products and to aid its Affiliate(s)
in expanding their Company customer base and/or Organizations. Regional
and
national TV/Radio spots sponsored by the Company may be run to offer
introductory promotional product offers of Company Products to generate
"hot leads" of new customers that have already sampled one of its
products. When/if this takes place, additional details, terms and
conditions
will be posted in the back office of your Regeneration USA web site.
10.
Inventory
A.
Inventory Loading Prohibited
The
Company is a corporation built on the quality of its products
and their use by consumers. The Company does not require Affiliate(s)
to
maintain an inventory of products. Affiliate(s) are not permitted to
purchase
product quantities in excess of that necessary for personal use, retail
sales,
and to service the needs of Organization Affiliate(s), and any
purchasing in
excess of these requirements (known as "inventory loading") is
strictly prohibited. Affiliate(s) are prohibited from encouraging new
Affiliate(s)
to purchase products for the sole purpose of qualification. They are
also
prohibited from encouraging Affiliate(s) to engage in inventory loading.
In
order to ensure no inventory loading is occurring:
i.
Each Affiliate(s) wishing to receive commissions under the
Company's marketing plan must have seventy percent (70%) of products
previously
purchased by that Affiliate(s) either sold to or consumed by end users.
ii. The Company will liberally apply its buy-back policy on the voluntary
termination by the Affiliate(s) of his or her Affiliate(s),
but the
Company will not repurchase products or issue refunds on products
certified as
having been consumed or sold. Falsely representing the amount of
product sold
or consumed in order to advance in the marketing plan shall be grounds
for
termination. To discourage any Affiliate(s) from encouraging other Affiliate(s)
to circumvent the inventory loading prohibition, the Company may charge
back to
a terminating Affiliate(s)' any commissions, rebates, or bonuses paid
on
product returned from a terminating Affiliate(s).
B.
Labeling, Packaging, or Tampering
with Products
Affiliate(s) must not tamper with or repackage any of the Company
Products. Affiliate(s) are responsible for notifying the Company
immediately of
any tampering with or repackaging of Company Products. Any Affiliate(s)
who is
aware of such tampering, but fails to communicate this to the Company,
may be
subject to disciplinary action in conjunction with the alleged party at
fault. Affiliate(s)
may not re-label or repackage any the Company Products, sales aids, or
Company
Materials. Affiliate(s) may not sell any of Company Products in
conjunction
with the sale of any non-Company products or services.
C.
Pricing and Availability
The
Company reserves the right to change pricing, availability,
and PV points of products and sales aids without prior notice. These
changes
usually will be communicated through communication with Support Agents.
It is
the responsibility of the Affiliate(s) to stay current on all updated
information from their Support Agent and to communicate this
information to
their Organization.
D.
Company's Right to Advertise and
Direct Market its Products
Company
reserves the right to directly advertise and market
Company Products to consumers and to provide all sales leads generated
from
said direct sales in accordance with the provisions as set forth above.
Affiliate(s)
acknowledge that Company wishes to bring added product and company name
recognition
by this process and to facilitate the growth of the company and its
sales which
shall benefit the company and its Affiliate(s) base. Affiliate(s) shall
have no
expectation that Company will only sell its products through Affiliate(s),
notwithstanding any statements made by the Company, Support Agents or
other Affiliate(s)
to the contrary.
E. Credit Card Usage by Affiliate(s)
Company
will accept payment for Company Products orders by
approved credit cards from Affiliate(s) and Retail Customers. Credit
card
payment shall only be accepted when the Affiliate(s) uses a credit card
account
listed under their name as "holder" of that account. Company strongly
advises that Affiliate(s) not engage in the practice of "ordering"
product on behalf of customers or other Affiliate(s). In the event of
an
emergency, a Affiliate(s) may place orders using customer credit cards
but only
if the Affiliate(s) complies with the following procedure: The Affiliate(s)
placing the order must present by facsimile to Company, prior to
placing such
order, a notarized statement reflecting the following:
i.
Statement from the credit card holder that they authorize the Affiliate(s)
to place orders on their behalf.
ii.
Notarized signature of the holder.
iii.
Statement that this authorization is indefinite or that it
expires on a specific date.
iv.
Statement that the authorization is limited to a specific
dollar amount (under Three hundred dollars $300.00)
11.
Product Orders
A.
Ordering Procedures
i.
online
through the
Company web site: www.regenerationusa.net
ii.
Only orders accompanied by complete and accurate payment
information will be processed. If payment is not received at the time
of
ordering, the order will not be processed.
12.
(Autoship) Program
1.
Autoship Program is
a monthly reorder program that allows Affiliate(s)
to customize their order and have it automatically shipped to them
every month. Affiliate(s) may edit, modify and or delete their autoships via their
back
office.
13.
Affiliate(s) and Retail Customer Product Guarantee
The
Company is confident in the quality of its products and
believes strongly that its products will improve the health of others.
It is
because of this confidence that the Company provides a 60-day, 100%
money-back
guarantee to consumers who try the Company Products. Payments for
promotional
items and sales aids are nonrefundable and non-returnable, and are
therefore,
not subject to a money back guarantee.
14. Affiliate(s) Program
A. Definition of a qualified Affiliate(s)
The purpose of the commission qualified Affiliate(s) program is
to help you provide a more economical way for your retail customers to
purchase
product and, at the same time, build volume into your business. Once
your
customers have become established and are satisfied with the products,
they may
decide to register as Affiliate(s). The customer may sign up for the
Affiliate(s)
program directly via the Company web site. Once a customer becomes an
active Affiliate(s),
he/she will receive their own replicatable website and ID#.
15.
Affiliate(s) Return Policy
A.
Return Authorization
Before
returning anything to the Company, it is absolutely
necessary to obtain a return authorization number (RA#). To get this
RA#, email
sales@regenerationusa.net and they will provide you with one. Any
merchandise
returned without an RA# will be refused. This RA# must appear in bold
print on
the outside of all packages being returned. Make sure that the shipping
documentation does not cover this number. As a safeguard, it is best to
conspicuously print the RA# in several different places on the
package(s)
ensuring that the number is visible by the warehouse personnel.
B.
Affiliate(s) Returns
All
returns will be at the Affiliate(s) and customer's expense, and
must be sent prepaid by a method of shipment, which can be traced by a
tracking
number. If there is a discrepancy in a return shipment, the Affiliate(s) or
retail customer will be responsible for investigating the shipment by
means of
the tracking number and providing proof of acceptance by the warehouse
before
the Company will authorize a refund of the product. The Company will
not accept
any C.O.D. or postage due packages. The following are the return and
refund
guidelines and procedures:
i.
A request for return can be processed within sixty (60)
calendar days of the date of purchase.
ii.
Any unused portion of the product, including empty or nearly
empty boxes, must be returned with the order at the customer's expense.
iii.
Upon confirmation of return to the warehouse, a full refund
of the product purchase price and the taxes paid will be refunded to
the
bankcard used for the original purchase. No refunds will be given for
the
original shipping and handling costs. Shipping and handling costs are
nonrefundable.
iv.
The returned order must include the original packing slip. The
order must be returned to the warehouse address listed on the packing
slip, and
must include a letter setting out the detailed reason for return.
v.
If the return requirements are not met, or the appropriate
documentation as set out is not included with the returned product, the
Company
will not process the return for a refund. The Affiliate(s) will be
notified and
will have fifteen (15) calendar days from the date of such notification
to
either provide the omitted information in writing to the Company, or
alternatively, to arrange to have the product returned to their ship to
address
at the customer's expense. If the Affiliate(s) fails to provide an
appropriate
response within fifteen (15) calendar days of notification, no refund
will be
processed and the Company will dispose of the returned product.
vi.
The Company is not responsible for the risks involved in
return shipments. The Company assumes no liability for returned
shipments until
such time as our warehouse signs them for.
C.
Errors in Customer/ Affiliate(s)
Shipment
If
an incorrect shipment is sent to a Customer or Affiliate(s), in
which the Company warehouse is responsible for the error, including but
not
limited to damaged product, and/or incorrectly shipped product, the
following
guidelines apply:
i.
100% refund of the order, including product, taxes, shipping,
and handling fees.
ii.
The returned order must also include the original packing
slip, and the order must be returned to the warehouse address listed on
the
packing slip.
iii.
The cost of returning the erroneous order to the warehouse
will be at the expense of the Company.
D. Affiliate(s) Returns
Product
purchased for retail sales may be returned directly to the
Company warehouse (i.e. sent to address noted on packing slip.)
Promotional
items and sales aids purchased for personal use are non-refundable and
non-returnable, and therefore are not subject to a money back
guarantee. The
following are the return guidelines and procedures:
A
request for return can be issued only if made within sixty (60)
calendar days from the original date of purchase.
i.
Returns will be compensated by replacement products
("RPs") of equivalent value shipped directly to the Affiliate(s) from
the Company warehouse. No cash refunds will be given.
ii.
Affiliate(s) must provide copies of original receipts and
packing lists with any request for return of any product to the
warehouse. The
RP equivalent value is based upon actual price paid for the original
product
order. Each product to be refunded by replacement will be based upon a
prorated
percentage of the total amount paid for the last order.
iii
. The products being returned must accompany the request for
return. All expenses related to returns will be at the Affiliate(s)'
expense.
All requests for returns with the products being returned must be
shipped to
the Company prepaid by a method of shipment traceable by a tracking
number. If
there is a discrepancy in a return shipment, the Affiliate(s) will be
responsible for investigating the shipment by means of the tracking
number and
providing proof of acceptance by the warehouse before the Company will
authorize a replacement of the product. The Company will not accept any
C.O.D.
or postage due packages.
E.
Affiliate(s) Buy-Back Policy
Any
Affiliate(s) who terminates his/her Affiliate(s) Agency and wishes
to return any unused Company products for a refund may do so through
the
Company Buy-Back program. If the Affiliate(s) has purchased products for
inventory during the term of his/her Affiliate(s) contract, any
remaining
unused products that are in resalable condition in the possession of
the Affiliate(s)
shall be eligible for repurchase by the Company at a price of not less
than
ninety percent (90%) of the original net amount paid by the original
purchaser.
Products will not be considered resalable if they are partially used,
if their
shelf-life has expired, if the products are seasonal, are discontinued,
were
special promotion products, or if the most current version of the
product has
changed in formulation or packaging. Products which have been purchased
for
more than one (1) year prior to termination or which have been
purchased as
sales aids are not considered resalable. Any products that were
provided to the Affiliate(s) as a "bonus" must also be returned upon a
Affiliate(s)'
request for a refund, but no refund will be made for "bonus"
products. To initiate a Buy-Back request, a Affiliate(s) must first make
notification of termination by contacting Affiliate(s) Services and verbally
requesting termination of their Affiliate(s) Agency, Within thirty (30)
calendar
days of this verbal notification of intent to terminate, the Company
must
receive a notarized confirmation letter of his or her termination. The
termination letter must include the following:
i.
The Affiliate(s)' name and the names of any other parties who
are party to the contract;
ii.
Social Security Number of each party to the contract;
iii.
Specific reason for resignation;
iv.
A list of all items to be returned, the quantities of each item,
and the original sale order number(s);
v. Each party listed on the Affiliate(s) must sign the letter and all signatures
must be notarized. Each party must individually acknowledge that the parties
listed on the Affiliate(s) are
terminating their Affiliate(s) Agency
with the Company;
vi.
Once the Buy-Back letter has been received by the Company, the Affiliate(s) will be contacted directly by
Affiliate(s)
Services and an
RA# will
be provided to the Affiliate(s). This RA# must appear in
bold print on
the
outside of all packages being returned. All returns must be received
within
fifteen (15) calendar days after the RA# has been issued. Products that
are
returned without this RA# will be refused. Make sure that the shipping
documentation does not cover this number. As a safeguard, it is best to
conspicuously print the RA# in several different places on the package(s)
ensuring that the number is visible by the warehouse. All returns will
be at
the Affiliate(s) expense, and must be sent prepaid by a
method of
shipment that
can be traced by a tracking number. If there is a discrepancy in a
return
shipment, the customer will be responsible for investigating the
shipment by
means of the tracking number and providing proof of acceptance by the
Warehouse
before the Company will authorize a refund of the product. The Company
will not
accept any C.O.D. or postage due packages; and, vii. If the information
required is not included with the returned product or the product is
not in
resalable condition, the Company will notify the Affiliate(s) by letter
of the
omission and/or identify the product which is not in resalable
condition. The Affiliate(s)
will have fifteen (15) calendar days from the date of the letter to
provide the
omitted information in writing and/or arrange to have the product
returned to
the Affiliate(s). If the Affiliate(s) fails to
provide an appropriate
response
within fifteen (15) calendar days, the Company will dispose of the
product and
the Affiliate(s) will not receive a credit for the product.
Once the
return has
been verified, a credit will be issued and a check sent or a credit
will be
issued on the bankcard used in making the original purchase.
F.
Commission & Bonus Reversals (All Returns); Disputes as to
Commissions Paid
Any
bonuses, commissions, or advancements made on any of the
Company programs which were awarded to either the terminating Affiliate(s) or
terminating Affiliate(s)’ above them with respect to any returned
products will
be reversed and the proper deductions made from the terminating Affiliate(s)'
credit as well as any benefiting Affiliate(s)' commissions or bonus
payments.
Any
dispute Affiliate(s) have with the Company regarding
commission payments must be noticed in writing to the Company within
(30)
thirty days of the Affiliate(s)' receipt of the commission check from
the
Company. Such notice must include an explanation of the details of the
dispute,
including calculations showing why the commission payment is disputed.
Should Affiliate(s)
fail to notify the Company in writing of the dispute, or fails to
notify the
Company within the thirty day period, he/she waives all right to
dispute the
amount of commissions owed and waives any right to dispute the amount
paid. Any Affiliate(s) who resigns or is terminated by the Company for violations
of
these Policies & Procedures waives all rights to dispute prior
commission
or bonus payments made by the Company.
G.
Other Reasons for Returns
i.
Damaged Shipments: Occasionally, products will become damaged
during shipping. The Affiliate(s) must take responsibility to verify the
condition of each item upon receipt of each order, and must refuse to
accept
damaged goods. If a damaged shipment is left at the door, or if a Affiliate(s)
discovers damages to the shipment after the fact, the Affiliate(s) must
notify Regeneration
USA of damaged shipments no later than five (5) calendar days from the
date of
delivery of the damaged order. No damaged products will be replaced
unless an
RA# accompanies the request for replacement.
ii.
Receipt of Shipment: The Affiliate(s) should contact Regeneration
USA if an order has not been received within a customary amount of time
after
an order has been placed. Affiliate(s) Services will put a trace on the
order
and assign a case number. The Company will consider a shipment received
if the Affiliate(s)
does not notify Regeneration USA that the order has not been received
within
thirty (30) calendar days from the date the order was placed. There
will be no
refund or replacement of the order if Regeneration USA did not receive
such
notification and an RA# was not assigned, or if the notification was
not
received within 30 days from the date of the order.
iii.
Order Discrepancies: The Affiliate(s) should inspect each
shipment immediately upon receipt, prior to signing acknowledgment of
receipt.
If any items are missing from the order, which are not marked as
backordered on
the shipper's delivery ticket, or if there are any mistakes with the
contents
of the shipment, the Affiliate(s) must immediately report the
discrepancies to Affiliate(s) Services. Notification must be made within fifteen (15)
calendar
days of the order delivery to Affiliate(s) Services in order to arrange
for a
refund and/or replacement. No product switches or exchanges are allowed
on
replacements.
16.
Publicity Specifications
A.
Governmental Representations
Affiliate(s) shall not state or imply that the Company programs or
products have been approved or endorsed by any government agency.
Federal and
State regulatory agencies have not given approval or endorsement to any
direct
selling programs.
B.
Privacy Policy
All
customer names and personal information shall be subject to
the Company's Policy Statement as posted on its websites.
C.
Trademarks, Logos, Product Names, Domain Names and Other
Company Intellectual Property: All Company trademarks, product names,
logos,
slogans, domain names, Organization Information, Confidential
Information and
Company Materials (collectively, "Company Intellectual Property") are
owned exclusively by the Company. Affiliate(s) may not use
the Company
Intellectual Property for any purpose other than as permitted in these
Policies
& Procedures. Affiliate(s) may not directly or
indirectly
obtain or attempt
to obtain legal rights in any Company Intellectual Property. Affiliate(s) also
are not permitted to use any Company trademark (including the
Regeneration USA
name, logo or any Company Product name) as part of any domain name,
company
name, or advertising slogan. Upon termination of a Affiliate(s)' Affiliate(s),
all rights to use any Company Intellectual Property automatically are terminated
simultaneously with termination of the Affiliate(s). Accordingly, upon such termination, you
will
immediately and
permanently discontinue the use of all trademarks and names, together
with all
literature, signs, labels, posters, stationary or advertising materials
and
Company Materials related to the Company, its products and its
marketing
programs. The failure to discontinue all uses of Company Intellectual
Property
shall cause the Company immediate irreparable harm, and is inter alia
trademark
infringement and copyright infringement giving rise to the Company's
right to
an immediate injunction without the necessity for the posting of a bond
by the
Company, in addition to all other remedies available to the Company.
The
Company grants to each Affiliate(s) the limited,
non-exclusive,
revocable and
terminable right to use Company Intellectual Property for authorized
Company
business-related purposes only, subject to all applicable Company rules
and
guidelines regarding their use, and only during the period the Affiliate(s) is
in good standing with the Company, meaning that he/she is not suspended
or
terminated.
D.
Advertising
The
Company encourages Affiliate(s) to advertise and promote the Company's
Products and marketing opportunities. However, it is critically
important that
all Affiliate(s) comply with all Company advertising guidelines
contained in
these Policies & Procedures or as otherwise established by the
Company.
Failure to comply can result in damage to the reputation of the Company
and its
products and could result in undesirable publicity and possible legal
actions.
In order to protect the Company and its Affiliate(s), the Company
reserves the
right to terminate Affiliate(s) who are in violation of these
advertising
provisions. Violation of these provisions shall cause the Company
immediate
irreparable harm giving rise to the Company's right to an immediate
injunction
without the necessity for the posting of a bond by the Company, in
addition to
all other remedies available to the Company. All advertising and
promotion of
the Company and Company Products, as well as all advertising and
promotion that
compares Company Products with other products, requires the prior
written
permission of Company prior to a Affiliate(s)' placing of any
advertising in
any media outlet including hard print ads, internet ads or TV or radio
advertisements. For purposes of this provision, content on a website
constitutes "advertising or promotion." All advertising and
promotional materials you want to use, including any press releases or
other
publicity material, must be submitted to the Company Corporate Office
for
review no less than sixty (60) days prior to their planned use. You
agree to
make any changes to the advertising or promotional material requested
by the
Company, or, if the Company does not approve the materials in writing,
you
agree not to use them. All submissions for review must be sent with a
cover
letter identifying that the materials are advertising materials being
submitted
for review along with an explanation of when, where and how the
materials will
be used. If the Company does not notify you in writing of the results
of its
review within sixty (60) days from the date if receipt by the Company
of the
materials submitted, the materials are deemed unacceptable and cannot
be used.
E.
Literature and Sales Aids
Affiliate(s) are prohibited from using, distributing or selling
any Company materials, including all marketing and sales materials in
any media
(print, audio, video, etc.) that (a) has not been authorized by the
Company for
use, distribution or sale, (b) is outdated, or (c) contains
Confidential
Information. All Company Materials whether printed, on a website, or in
audio,
video, CD-ROM or other media, are copyrighted and may not be reproduced
in
whole or in part by Affiliate(s) or any other person. Affiliate(s)
shall
destroy any stale, outdated or discontinued (collectively,
"outdated") Company Materials. Only current, authorized sales aids
can be used by Affiliate(s). Company can at any time, determine that a
sales
aid or promotional literature or other Company Material is no longer
available
for use, distribution or sale by Affiliate(s). Once the Company no
longer
provides a sales aid or promotional product on its website or through
its Affiliate(s) services, that sales aid or promotional product is
considered
outdated. Nothing in Company's sales aids or other Company Materials
are
implied terms or amendments to this Agreement, nor shall they be deemed
as or
relied on by Affiliate(s) as representations or terms of agreement that
bind
the Company.
F.
Television and Radio
The
use of television and radio advertisements or promotions is
governed by Section XIX.D. and this Section XIX.F. Affiliate(s) are
prohibited
from using TV, cable TV, or radio to advertise or promote the Company
or any
Company Products without the prior written approval of the Company.
G.
Internet/World Wide Web Pages
The
Company requires that anyone who wishes to establish a website
(or a single web page) displaying the Company Products, Company
Intellectual
Property or Company Materials, or any portions thereof, must contact
Affiliate(s) Services for an authorized Company hosted
Affiliate(s)
website. Affiliate(s)
are prohibited from using any website or web pages that are not Company
hosted Affiliate(s) websites. Violation of this policy is
immediate grounds for
termination. Affiliate(s) may not place or purchase as key
words or AdWords any
Company Product names, or the Company name, or any names incorporating
any
Company Product names or the Company name into any Internet search
engine (such
as Google or Yahoo! Search) without the prior written permission of the
Company. Affiliate(s) may not acquire, register or use
domain names
that
include the name of any Company Products or the Company name without
the prior
written permission of the company. The Company is under no obligation
to permit
any Affiliate(s) to use any Company product name or the
Company name
for any
purpose described in this paragraph. The Company Affiliate(s) may not engage in
"spamming" which is defined as the unauthorized transmission of email messages
or materials to persons without their prior permission. Any form of spamming
activity is a violation of the Company policy and will subject the person or
persons responsible to suspension or termination of their Affiliate(s). Spamming
may be a criminal offense in some states and will not be tolerated. Anyone that
if found spamming will also be responsible for all fines incurred as a result of
this illegal activity. The Company reserves the right to terminate any
Affiliate(s)hip of a Affiliate(s) who violates
any of
the foregoing terms and conditions or Company policies. Violation of
any of
these terms and conditions or Company policies shall cause the Company
immediate irreparable harm giving rise to the Company's right to an
immediate
injunction without the necessity for the posting of a bond by the
Company, in
addition to all other remedies available to the Company.
H.
Personal Appearances
Appearances
by any Company Affiliate(s) on TV, cable TV, or radio
are prohibited without the prior written approval of the Company.
I.
Telephone
The
Company prohibits Affiliate(s) from answering the telephone in
any manner that would imply or lead callers to believe they have
reached the
corporate offices of the Company.
Affiliate(s) should therefore refrain from answering the phone
with phrases such as " Regeneration USA " or "This is (name)
with Regeneration USA . The approved telephone listing for all
telephone
publications is "Regeneration USA Independent Affiliate(s) (name)."
Any Affiliate(s) found in violation of this policy is subject to
immediate
termination.
J.
Faxes
Affiliate(s) may not send unsolicited facsimile transmissions
regarding the Company or its Products to any persons, businesses, or
entities.
Any sending of such faxes is a violation of Company policy and will
subject the
person or persons responsible to suspension or termination of their Affiliate(s)
Affiliate(s).
K.
Telephone Solicitation
The
Company name and Company Materials may not be used in
automatic calling devices or "boiler room" operations to solicit
potential Affiliate(s) or customers, and in some states any unsolicited
telephone calls may be prohibited under Federal or State "Do not Call Rules" or
equivalent laws, and therefore are prohibited under these Policies & Procedures.
Any violation of any such laws, rules or regulations by a Affiliate(s) is
grounds for immediate termination of his/her Affiliate(s),
in addition to all other remedies available to the Company for this
violation.
A Affiliate(s) who has violated any such rules, laws or regulations
shall
indemnify and hold harmless the Company from any claims, damages, fines
or
penalties arising or resulting from such violation.
L.
Trade Shows and Fairs
Each
Affiliate(s) is responsible for contacting the appropriate
local authorities regarding any required sales license, permits, or
forms with
regard to participation in the event. If a license, permit, or special
form is
required, a copy must be sent to the Company Corporate Office for the
permanent
records. To set up an exhibit at any event, you must secure prior
written
permission from the Company. Your request to attend a fair or exhibit
must be
sent in writing to Affiliate(s) Services, along with a complete outline
of any
presentation you may be giving and/or a copy of the promotional
materials
intended for such use. This request must be received at least
twenty-one (21)
calendar days prior to the event. When permission is granted, such
permission
is granted for the one event only. Permission does not carry over to
the same
event on another date. The Company grants permission for only one (1)
Affiliate(s)
to display the Company Products at each event. If two (2) Affiliate(s)
apply
for permission to represent the Company at the same event, preliminary
permission will be granted to each Affiliate(s). Final approval will be
given to
the first Affiliate(s) who provides the Company with a copy of the
booth space
contract showing proof of payment. If both Affiliate(s) provide such
proof
payment simultaneously, the permission to represent the Company will be
given
to the most senior of the Affiliate(s).
Affiliate(s) are encouraged to cooperate with each other for such
events, but the Company remains the final authority on approval of
attendance
at events where the Company Products are represented. All materials
planned for
use at such trade show or exhibit must be approved by the Company in
advance of
their use. No unauthorized materials may be used by a Affiliate(s) at
such trade
show or exhibit.
M.
Inquiries from the Media
In
order to ensure accuracy and consistency in the information
given to the media, Affiliate(s) receiving any inquiry from the media
regarding
the Company, its products, employees, or marketing programs must not
make any
statements and must immediately refer the inquiring parties to the
Company
Corporate office. Affiliate(s) are prohibited from acting as a
spokesperson or
representative of the Company for the media. All public relations
matters
should be redirected to the Corporate Office at 1-800-690-6137
N.
Medical Claims and Product Testimonials
17.
FOOD AND DRUG LAWS
The
Federal Food, Drug, and Cosmetic Act governs the following:
Foods:
Vitamins, minerals, amino acids, extracts and herbs are
dietary supplements, which are classified as foods under the Act.
Conventional
foods like drinks, shakes and candy bars are also included.
Drugs:
A drug is defined by U.S.
law as any substance (other
than a food or device) intended for use in the diagnosis, cure, relief,
treatment, or prevention of disease or intended to affect the structure
or
function of the body. (Oral contraceptives are an example of drugs that
affect
the function of the body rather than a disease.)
This
comprehensive definition of a drug, although important for
legal purposes, is rather complex for everyday use. A simpler but
workable
definition of a drug is any chemical substance that affects the body
and its
processes.
By
law drugs are divided into two categories: prescription drugs
and nonprescription drugs. Prescription drugs- those considered safe
for use
only under medical supervision-may be dispensed only with a
prescription from a
licensed professional with governmental privileges to prescribe (for
example, a
physician, dentist, podiatrist, nurse practitioner, physician's
assistant, or
veterinarian). Nonprescription drugs-those considered safe for use
without
medical supervision (such as aspirin)-are sold over the counter). In
the United
States,
the Food and Drug Administration (FDA) is the government agency that
decides
which drugs require a prescription and which may be sold over the
counter.
Cosmetic:
The legal difference between a cosmetic and a drug is
determined by a product's intended use.
Different
laws and regulations apply to each type of product.
Firms sometimes violate the law by marketing a cosmetic with a drug
claim or by
marketing a drug as if it were a cosmetic, without adhering to
requirements for
drugs. The Food, Drug, and Cosmetic Act (FD&C Act) defines
cosmetics by
their intended use, as "articles intended to be rubbed, poured,
sprinkled,
or sprayed on, introduced into, or otherwise applied to the human
body...for
cleansing, beautifying, promoting attractiveness, or altering the
appearance" [FD&C Act, sec. 201(i)].
Among
the products included in this definition are skin
moisturizers, perfumes, lipsticks, fingernail polishes, eye and facial
makeup
preparations, shampoos, permanent waves, hair colors, toothpastes, and
deodorants, as well as any material intended for use as a component of
a
cosmetic product.
You
should be familiar with the law as it regards to the sale of
dietary supplements.
Claiming
that a food or a dietary supplement can cure, treat or prevent
diseases makes them "drugs" that are subject to special legal
requirements and must be pre-approved by the FDA.
18.
ADVERTISING LAWS
Truth-in-advertising
laws have been enacted by both the federal
and state governments. Even private organizations like the Better
Business
Bureau are involved in ensuring that advertisers make truthful claims
so that
consumers get accurate information and can make informed decisions
about the
products they buy.
All
Advertisers are required to use only claims that are truthful
and not misleading. Advertisers must have adequate substantiation or
"proof" for all claims before they make them.
Selling
Dietary Supplements
It
is legal to sell dietary supplements, however; they must be
presented as dietary supplements, which is the classification
determined by the
Federal Food and Cosmetic Act. Labeling claims that dietary supplements
affect
certain bodily structures and functions are permitted as long as they
are
supported by scientific research. They should not be represented as
drugs to
cure, treat, or prevent disease because this could influence their
legal
status. According to the law, foods are "articles used for food or
drink." Drugs are "articles intended for use in the diagnosis, cure,
mitigation, treatment, or prevention of diseases in man or other
animals."
Even
though you may be convinced that certain dietary supplements
have curative powers, the law does not permit such claims to be made
without
prior FDA approval. And proving the efficacy of dietary supplements to
the government
would take millions of dollars and years of testing. It is simply not
feasible
to do that. So you can sell dietary supplements as dietary supplements,
but not
as drugs.
FOODS
VS DRUGS
The
law uses words with great precision, and subtle distinctions
are crucial. People in the dietary supplement business, therefore, need
to
understand how to talk about their products without putting them in the
category of drugs. The law does not recognize the healing powers of
dietary
supplements nor does it give much credence to individual testimonials,
especially testimonials about how dietary supplements may have helped
someone
overcome a disease or sickness.
COSMETICS
Laws
regarding cosmetics are much more straightforward. Cosmetics
are defined as articles intended to be rubbed, poured, sprinkled, or
sprayed
on, or introduced into, or applied on the human body for cleansing,
beautifying, promoting attractiveness, or altering appearance. They
must be
safe, sanitary, and truthfully labeled.
19.
THE POTENTIAL FOR LEGAL PROBLEMS
To
summarize, you must be careful in these three areas. You can be
found of breaking the law when you:
1.
Present the products as drugs; rather than dietary supplements.
2.
Make outrageous or untruthful claims for any product.
3.
Take on the role of a licensed medical doctor by diagnosing or
prescribing.
ENFORCEMENT
OF LAWS
Licensing
laws are enforced by state government officials. They
may be notified by a dissatisfied dietary supplement customer, family
member,
insurance carrier, or by a medical doctor.
Food
and drug laws are enforced on a national level by the Food
and Drug Administration (the FDA). State agencies enforce state laws.
Because Regeneration
USA sells products that are classified as Food and dietary supplements,
manufactures and suppliers are subject to FDA inspections in the same
way that
the state and local health officials inspect bakeries or restaurants.
Penalties
for violating the law can be severe, especially for
practicing without a medical license.
No
claims as to the therapeutic or curative properties about
Company Products may be made, except those officially approved by the
Company.
In particular, no Affiliate(s) may make any claim that the Company's
products
are useful in the treatment or cure of any disease. Medical claims
regarding
the Company Products are strictly prohibited. Affiliate(s) should
recommend to
any customer who is currently under a physician's care or medical
treatment to
seek the advice of their health care practitioner before altering their
nutritional regimen.
In
no event should Affiliate(s) give advice or instruct purchasers
as to how to use the Company Products (i.e.: amount of dosage, length
of use
etc.). Customers are to be instructed to use Company Products only in
accordance with the Company materials and package usage instructions.
Independent instructions or advice given to customers by Affiliate(s)
or those
affiliated with the Affiliate(s) are violations of Company policy and
these
Policies & Procedures and will be grounds for immediate
disciplinary
action, up to and including termination.
You
hereby agree to indemnify the Company and hold it harmless
from any and all liability including judgments, civil penalties,
refunds,
attorneys' fees, court costs, fines, penalties and lost business
incurred by
the Company as a result of the Affiliate(s)' unauthorized
representations or
actions of any kind or nature whatsoever. Any violation of any of the
foregoing
terms and conditions shall entitle the Company to be awarded immediate
injunctive relief against such unlawful activity, without any necessity
of
posting a bond, in federal or state court, in addition to all other
legal and
equitable remedies. Each Affiliate(s) hereby acknowledges that his or
her
engaging in any of such unauthorized activities shall cause damage and
immediate irreparable harm to the Company. All of the terms and
conditions of
this subparagraph shall survive the termination of this Agreement for
any
reason.
20.
Conduct and Obligations
A.
Adherence to Policies & Procedures
Company
Affiliate(s) shall monitor the activities of their
Organization to help ensure that the Policies & Procedures are
being
followed. A Affiliate(s) must promptly and accurately report any
possible
violations to Regeneration USA. Support Agents are obligated as part of
their
role as Support Agents to regularly and effectively engage in such
monitoring.
B.
Violations of Policies & Procedures
The
Company actively defends its good name and reputation. Thus,
the Company reserves the right to take quick and decisive action in
governing
and enforcing these Policies & Procedures. Any Affiliate(s) who
is found to
be in violation of any rules, stipulations, laws, or, policies are
subject to
the disciplinary actions outlined in these Policies &
Procedures. If a
violation is brought to the attention of the Company, and sufficiently
substantiated, it will be documented into that Affiliate(s)'s record.
Depending
on the severity of the violation, disciplinary action may include, but
is not
limited to, suspension and termination. Should a Affiliate(s) be found
by the
Company to be in violation of these Policies & Procedures, the
Company will
notify the Affiliate(s) as of the date of such violation. All
commissions,
bonuses or any compensation or benefits owed by Company to the Affiliate(s)
shall be forfeited by the Affiliate(s) upon such suspension or
termination, and
the right to receive same shall be waived, and Company may bring legal
action
against the Affiliate(s) to seek repayment of all commissions, bonuses
or any
monies paid to the Affiliate(s) from date of violation until the date
of
termination or suspension of the Affiliate(s). Company may disable a Affiliate(s)'
access to the Back-Office and to all Company websites and data bases
for any
reason it deems necessary and for any reason during investigation of a
Affiliate(s)'
violations or alleged violations of Company policies. If any Affiliate(s) is
suspended because of a violation or misconduct, that Affiliate(s) will
lose all
rights to any commissions, bonuses, payouts and other benefits during
the
suspension period. That Affiliate(s) is also prohibited from purchasing
or
selling any of the Company Products or sales aids during the suspension
period.
The Company reserves the right to set the length of the suspension. Any
Affiliate(s)
that repeats an offense or has more than two (2) suspensions will
automatically
be terminated.
C.
Disciplinary Measures
If
a violation is brought to the attention of the Company, and
sufficiently substantiated, it will be documented into that Affiliate(s) record.
Depending on the severity of the violation, disciplinary actions may
include,
but are not limited to, suspension and subsequent termination.
D.
Suspension
If
any Affiliate(s) is suspended by company for any reason,
including for any violation or misconduct, that person will lose all
rights to
earn or receive or keep any monetary commissions, bonuses, and payouts
that
have been earned or which otherwise accrued at any time prior to the
suspension
and during the suspension period. That Affiliate(s) is also prohibited
from
purchasing, marketing or selling any Company Products or using any
Company
Materials during the suspension period. The Company reserves the right
to
determine the length of the suspension. An Affiliate(s) that repeats an
offense
or has more than two (2) suspensions will automatically be terminated
and lose
all rights to his or her Organization and possible commissions and
bonuses.
Suspension
during investigation of Affiliate(s) violations
In
the event that the Company believes that any Affiliate(s) has
violated the Policies & Procedures or the Agreement, the
Company may
suspend all privileges afforded to that Affiliate(s) for the duration of
the
Company's investigation of those violations. During such investigation
and
investigatory suspension period, the Company shall be entitled to
terminate Affiliate(s)'s
online access to all Company software, websites, Back-Office,
genealogy, email,
voicemail, and retail sites and also may freeze all of that Affiliate(s)'
commission, bonus or other compensation payments.
Formal Suspension of Affiliate(s)
Should
Company suspend the Affiliate(s) pursuant to any other
provisions of these Policies & Procedures or the Agreement,
Company may
suspend all Affiliate(s) privileges pending reinstatement or
permanently upon
termination. Company shall be entitled to suspend the Affiliate(s)'
access to
all company software, websites, Back-Office genealogy, email,
voicemail, retail
sites, and the suspended Affiliate(s) shall forfeit all rights to
receive or
keep any commissions, bonuses or payouts generated or owed to Affiliate(s)
during the period of "formal" suspension up until reinstatement by
company or termination.
E.
Termination
Upon
determination by the Company that a Affiliate(s) has violated
any provision or policy of these Policies & Procedures or
Agreement, and
has determined that the violation warrants termination, the Company may
terminate that Affiliate(s) and may pursue all available legal and
equitable
remedies against him/her. When a decision is made to terminate a Affiliate(s),
the Company will send a notice via the most efficient, reasonable
method to the Affiliate(s). A Affiliate(s) who is terminated by the Company shall
upon demand
by the Company, repay, return or compensate the Company for all
commissions, benefit
program, prizes, inventories, bonuses or other compensation received by
the Affiliate(s)
from the Company from the date of the earliest violation up to and
including
the date of termination, as well as pay to the Company any other
damages, fines
or penalties resulting to the Company from such conduct, and to
reimburse the
Company for any legal fees expended in connection with the violation(s)
and all
resulting consequences of the violation(s). Once notice of termination
by the
Company has been given, the Affiliate(s) immediately shall cease
representing
himself/herself as a Company Affiliate(s) or Affiliate(s) and shall cease all
activities relating to his/her Affiliate(s). If a Affiliate(s)
wishes to
appeal the termination, the Company must receive written notice of the
request
for an appeal within fourteen (14) calendar days of the date of the
Company's
termination letter. If the appeal is not received within the fourteen
(14) day
period, the termination automatically will be deemed final. If a timely
appeal
is received, the Company will review and reconsider the termination,
consider
any other appropriate action, and notify the Affiliate(s) of its
decision. The
decision of the Company will be final, binding and not subject to
further
review. Any Affiliate(s) who seeks an appeal waives his/her right to
challenge
the Company's decision by arbitration, in a court of law, or otherwise.
F.
Voluntary Termination ("Resignation")
Any
Affiliate(s) who wishes to voluntarily terminate his/her Affiliate(s)hip must contact
Affiliate(s) Services
to notify the Company
of the
termination. Affiliate(s) have the right to terminate their Affiliate(s) at
any time for any reason. The Company must receive a notarized letter
stating
the reasons for resignation, the Affiliate(s)' name, and
his/her social
insurance or social security number. When a Affiliate(s)
voluntarily
resigns
with the Company it is treated as an involuntary termination in that
all of the
terms and conditions in this Agreement applicable to termination shall
immediately become operative, including the termination of all licenses
granted
for the use of Company Materials, Organization Information and other
Company
Intellectual Property. A terminating Affiliate(s) forfeits
all rights to
receive
and waives his/her rights to seek all unpaid earned or otherwise
accrued
commissions, overrides, rebates, bonuses, awards, or any compensation
whatsoever from the Company. Affiliate(s) fees are not
refundable.
G.
Notice
All
notices to be given regarding disciplinary actions as outlined
in these Policies & Procedures, shall be deemed properly
delivered by
depositing the notice in the mail, addressed to the name of the Affiliate(s),
and sent to the last known address in our computer files. The Company
may also
arrange for delivery by a known courier or service, or send the notice
via
facsimile transmission followed by a confirmation copy sent by mail.
All
notices shall be deemed given if sent by mail and five (5) calendar
days have
passed from the date of the postmark, sent by courier and two (2)
calendar days
have passed from the shipping date, or same day if delivered by hand or
upon
confirmation of transmission by facsimile.
21.
Insurance
The
Manufacturer of the Product carries full product liability
insurance as protection against claims arising from possible defects in
its
products. This coverage does not apply if an unauthorized
representations or
claims are made by the Affiliate(s) involved, or if any repackaging or
modification of the products has been done. Also, this does not protect
the Affiliate(s)
against risk that his or her inventory may be damaged after receipt.
Each Affiliate(s)
should consult an insurance professional to obtain the proper insurance
to meet
his or her individual and/or business needs.
22.
Non-Performance Clause
The
Company and any Affiliate(s) shall not be held responsible for
any delays or failures in performances under this Agreement, where
performance
is made commercially impracticable due to circumstances beyond the
party's
control. This includes without limitation, computer failure, strikes,
labor
difficulties, war, fire, death, natural disasters, curtailment of the
party's
usual source of supply, governmental decrees or orders, or other such
"Acts of God." The Company disclaims all liability for any losses
resulting from any such delay or failure, and you waive the right to
assert any
claims against the Company relating to such delays or failure. Further,
the
Company's maximum liability for any claims asserted by a Affiliate(s)
for a
non-waived claim is the total amount of money paid to the Company by
the Affiliate(s)
within the six months preceding the assertion of the claim. The Company
does
not owe any implied contractual duties under this Agreement, and
disclaims all
liability with respect to any duties implied by law or otherwise, and
you waive
the right to assert any such claims.
23.
Non-Waiver of Policies & Procedures
Failure
of the Company to exercise any rights stated in the
Policies & Procedures, Compensation Plan, or Affiliate(s)
Application and
Agreement, shall not constitute a waiver of the Company's right to
demand exact
compliance therewith by all Affiliate(s). Waiver by the Company of any
provision of the Policies & Procedures or any Affiliate(s)
Agreement shall
not constitute a waiver of any prior, concurrent, or subsequent breach
by the Affiliate(s),
and is only effective if in writing and issued by an authorized
executive of
the Company.
24.
Amendments
In order to maintain a viable marketing program and to comply with changes in
Federal, State, or Local laws, and economic conditions, the Company reserves the
right, in its sole and absolute discretion, to amend, from time to time, these
Policies & Procedures, its wholesale or suggested retail prices, product
availability and formulation, and compensation plan as it deems appropriate. Any
amendments to the Policies & Procedures shall be effective upon the date of
their posting on the Company website, whether or not a Notice of Amendment is
posted. Each Affiliate(s) is responsible for learning updated information
pertaining to the Company and for dissemination of that information to their
Organization. Continued activity in the Affiliate(s) after
the
Company has posted any Amendment or Notice of Amendment, or acceptance
of
bonuses or commissions, constitutes actual notice and acceptance of any
and all
Amendments. Further, each order placed by a Affiliate(s) shall
constitute a
reaffirmation of his or her agreement to be bound by and comply with
the then
current Policies & Procedures and the Agreement Affiliate(s)
are bound to
the current Policies regardless of their inability or lack of knowledge
as to
Amendments.
25.
Governing Law
The
Policies & Procedures, Compensation Plan, and Application
and Agreement are reasonably related to the laws of the USA and shall be
governed, constructed,
controlled, and enforced in all respects in accordance with New Jersey law, without regard
to New
Jersey’s conflict of laws and
principles. The parties agree that sole and exclusive jurisdiction and
venue
for any disputes arising between them shall lie within the State of New Jersey, Bergen
County.
26.
Dispute Resolution Procedures
If
a dispute arises relating to any relationship between or among
the Company, its officers, employees, Affiliate(s), or vendors or
arising out
of any product or service provided by the Company, the parties agree to
attempt
in good faith to resolve any such dispute in an amicable and mutually
satisfactory manner.
In
the event such efforts are unsuccessful, either Party may serve
a notice of mediation/arbitration on the other Party. Notice of
Mediation/Arbitration shall be personally delivered or sent by prepaid
registered airmail or air courier, and shall be effective on the
receipt
thereof. Proof of receipt shall be sufficient if signed by an officer
or
responsible official of the Party to whom it is addressed.
Notice
of Mediation/Arbitration shall be dated, and without
prejudice to any right under the Rules permitting subsequent
modifications, and
shall specify the claims or issues that are to be addressed in the
mediation/arbitration. The mediation must be held in Bergen County, New Jersey or elsewhere in
the New Jersey/New York
metropolitan area by a mediator
knowledgeable about nutritional businesses. The parties shall
agree
on a mediator and shall equally share the costs of the mediation. The
mediation
must take place within two weeks following the receipt of notice of
mediation.
If differences cannot be resolved by mediation, the Parties agree that,
in
order to promote to the fullest extent reasonably possible a mutually
amicable
resolution of the dispute in a timely, efficient and cost-effective
manner,
they hereby waive their respective rights to a trial by jury and agree
to
settle the dispute by submitting the same to binding arbitration in
accordance
with the commercial rules of the American Arbitration Association
("A.A.A."), except that all Parties shall be entitled to all
discovery rights allowed under the Federal Rules of Civil Procedure as
those rules
exist in the United States Federal Court for the District of New
Jersey.
The
Parties shall attempt to select a mutually agreeable
mediator/arbitrator from A.A.A.'s Panel of Mediators/Arbitrators. If no
agreement is reached within fifteen (15) calendar days of the first
written
notice of intent to mediate/arbitrate, the current Director of
Professional
Services for A.A.A. in New Jersey
shall serve as the mediator/arbitrator. The Arbitration shall be
governed by
the Federal Arbitration Act, 9 U.S.C. 1 et. seq., and the judgment upon
the
award rendered by the arbitrator may be entered by a court of competent
jurisdiction thereof. If a Affiliate(s) files a claim or counterclaim
against
the Company, he or she may only do so on an individual basis and not
with any
other Affiliate(s) or as part of a class or consolidated action. Either
Party
may elect to participate in the arbitration telephonically. New Jersey law, without regard
to New
Jersey's conflict of law principles
shall govern any substantive or procedural right other than the
enforceability
of the arbitration agreement. The Parties further expressly agree (i)
the
arbitrator shall reach his decision only by applying strict rules of
law to the
facts; (ii) the arbitration shall be conducted in the English language,
in Bergen
County, New Jersey; (iii) the Party in whose favor the arbitration
award is
rendered shall be entitled to recover costs and expenses of the
arbitration;
including, but not limited to, attorneys' fees and the cost and expense
of
administering the arbitration proceedings, as well as any cost and
attorneys'
fee incurred in executing on or enforcing the arbitration award; and
(iv) the
arbitration award shall be issued in Bergen County, New Jersey U.S.A.
Except
as provided in the following sentences, no Party shall be
entitled to commence or maintain any action in a court of law upon any
matter
in dispute until such matter shall have been submitted and determined
as
provided herein and then only for the enforcement of such arbitration
award.
Provided that, notwithstanding this dispute resolution policy, either
Party may
apply to a court of competent jurisdiction in Bergen County, New Jersey
to seek
injunctive relief before or after the pendency of any arbitration
proceeding.
The institution of any action for injunctive relief shall not
constitute a
waiver of the right or obligation of any party to submit any claim
seeking
relief other than injunctive relief.
G. Company's right to refuse Affiliate(s)
The company reserves the right, at its sole discretion, to refuse Affiliate(s)
to individuals for any reason. This includes, but is not
limited to, previous criminal record of theft, fraud, IRS tax evasion,
corporate embezzlement and also includes non compliant health or earnings
claims. When a decision is made not to grant Affiliate(s), the Company will send a
notice
via the most efficient, reasonable method to the enrolling Affiliate(s). If this
Affiliate(s) is already active, the company can terminate this individual. Once
notice of decline in Affiliate(s) is documented by the Company,
the
enrolling Affiliate(s) immediately shall cease representing
himself/herself as
a Company Affiliate(s) or Affiliate(s) and shall cease all activities relating
to his/her Affiliate(s). If a Affiliate(s) wishes to appeal the decision, the
Company must receive written notice of the request for an appeal within fourteen
(14) calendar days of the date of the Company's Affiliate(s)hip decline letter.
If the appeal is not received within the fourteen (14) day period, the decision
for declining Affiliate(s) will automatically
be deemed
final. If a timely appeal is received, the Company will review and
reconsider
this decision and notify the enrolling Affiliate(s) of its decision.
The
decision of the Company will be final, binding and not subject to
further
review. Any Affiliate(s) who seeks an appeal waives his/her right to
challenge
the Company's decision by arbitration, in a court of law, or otherwise.
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